![]() #### Airtel Africa plc #### Annual Report and Accounts 2024 #### Transforming lives ![]() #### Airtel Africa is transforming lives across Africa. #### Airtel Africa plc Airtel Africa is a leading provider of telecommunications and mobile money services, with operations in 14 countries in sub-Saharan Africa. We provide an integrated offer to our subscribers, including mobile voice and data services as well as mobile money services both nationally and internationally. Our purpose of transforming lives is at the heart of everything we do. #### Governance report 84 Chair’s introduction 86 Our leadership 86 – Board at a glance 88 – Our Board of directors 92 – Our Executive Committee (ExCo) 94 Corporate governance 108 Our compliance with the UK Corporate Governance Code 114 Engaging with our stakeholders 126 Audit and Risk Committee report 138 Nominations Committee report 146 Directors’ remuneration report 166 Directors’ report 171 Directors’ responsibilities statement #### Financial statements 174 Independent auditors’ report 183 Consolidated statement of comprehensive income 184 Consolidated statement of financial position 185 Consolidated statement of changes in equity 186 Consolidated statement of cash flows 187 Notes to consolidated financial statements 239 Company statement of financial position 240 Company statements of changes in equity 241 Notes to company only financial statements #### Other information 249 Forward-looking statements 250 Glossary 254 General shareholders’ information IBC Auditor’s ESEF assurance statement #### Strategic report 2 At a glance 4 Transforming lives 10 Chair’s statement 12 CEO Q&A 14 Our investment proposition 15 Our key performance indicators 18 Our market environment 20 Legal and regulatory framework 22 Our business model 24 Our strategy 34 Business review 34 – Markets and performance 36 – Mobile services 38 – Nigeria – mobile services 40 – East Africa – mobile services 42 – Francophone Africa – mobile services 44 – Mobile money 46 Airtel Business, including data centres 47 Digital Labs 48 CFO’s introduction to the financial review 51 Financial review 56 Our sustainability strategy 59 Non-financial and sustainability information statement (NFSI) 63 TCFD disclosures 71 Statement on Section 172 of the Companies Act 2006 72 Managing our risk 75 Principal risks and mitigation 80 Our long-term viability statement View our online annual report summary ![]() #### We’re connecting the unconnected, reaching the financially excluded, and bridging the digital divide. #### Unlocking the extraordinary potential for people, businesses and economies to grow. 01 Airtel Africa plc Annual Report and Accounts 2024 STRATEGIC REPORT ![]() 02 Airtel Africa plc Annual Report and Accounts 2024 #### At a glance Niger Pop: 27m Chad Pop: 18m Nigeria Pop: 224m Uganda Pop: 49m Gabon Pop: 2m Democratic Republic of the Congo Pop: 102m Republic of the Congo Pop: 6m Rwanda Pop: 14m Kenya Pop: 55m The Seychelles Pop: 0.1m Malawi Pop: 21m Zambia Pop: 21m Tanzania Pop: 67m Madagascar Pop: 30m Nigeria East Africa Francophone Africa #### We operate in 14 dynamic, underpenetrated markets where strong demand provides a compelling runway for growth. An underpenetrated telecoms market, a young population and rising smartphone affordability, along with low data penetration, give us growth opportunities in both voice and data services. The telecoms market in sub-Saharan Africa is projected to grow by 4.4% CAGR over the next five years\*. At the same time, low penetration of traditional banking services provides us with the opportunity to meet the needs of unbanked customers through our dedicated mobile money platform, Airtel Money. \* CAGR source: GSMA sub-Saharan report 2023 \*\* Published results from other market participants and regulatory reports 14 markets in our diversified portfolio 1st or 2nd largest operator by customer market share\*\* in all 14 markets 2.6% projected compound annual population growth in our region by 2028 20.9% revenue growth in constant currency, (5.3%) in reported currency in 2023/24 Revenue contribution by segment Year ended March 2024 $m Year ended March 2023 $m Reported currency change % Constant currency change % Nigeria – mobile services 1,503 2,128 (29.4%) 25.8% East Africa – mobile services 1,622 1,508 7.5% 21.5% Francophone Africa – mobile services 1,213 1,090 11.3% 9.2% Mobile money services 837 692 21.1% 32.8% Total\*\*\* 4,979 5,255 (5.3%) 20.9% \*\*\* Breakdown of revenue as stated in above table will not add up to total revenue, since it also includes inter-segment revenue which eliminates on consolidation of $196m (2023: $163m). All segmental revenue information presented throughout the Annual Report is as per note 6.1 of our financial statements and includes the inter-segment revenue noted above. All financial numbers are in reported currency. Revenue $4,979m Constant currency +20.9% Reported currency (5.3%) EBITDA 1 $2,428m Constant currency +21.3% Reported currency (5.7%) Operating profit $1,640m Constant currency +20.3% Reported currency (6.7%) Capex $737m $748m in 2022/23 Basic earnings per share #### (4.4) cents 17.7 cents in 2022/23 1 EBITDA is an alternative performance measure (APM) as described on pages 52-55 STRATEGIC REPORT ![]() 03 Airtel Africa plc Annual Report and Accounts 2024 We reached more people than ever this year with our voice, data and mobile money services – increasing financial and #### digital inclusion, and transforming lives. By extending our distribution network in both rural and semi-urban areas and providing resilient, far-reaching coverage, we’ve enabled millions of people to access telecoms and banking services. By leading the way in the rollout of 4G networks, pioneering 5G services, and expanding data centres and fibre access, we’re helping drive digitalisation. We’ve expanded our footprint of retailers, agents and exclusive franchises, so we can deliver even more services across our markets. And we’re helping build a new financial ecosystem that’s full of opportunity. Our focus on increasing the number of mobile money use cases through international partnerships and product innovation has helped drive the take up of our mobile money services, boosting financial inclusion. Revenue contribution by service Year ended March 2024 $m Year ended March 2023 $m Reported currency change % Constant currency change % Voice 2,179 2,491 (12.5%) 11.9% Data 1,734 1,787 (3.0%) 29.2% Airtel Money 837 692 21.1% 32.8% Other^ 417 437 (4.6%) 23.4% Total\* 4,979 5,255 (5.3%) 20.9% ^ Other revenue includes messaging, value added services, tower sharing and Airtel Business. \* Breakdown of revenue as stated in above table will not add up to total revenue, since it also includes inter-segment revenue which eliminates on consolidation of $188m (2023: $152m). All segmental revenue information presented throughout the Annual Report is as per Note 6.1 to our financial statements and includes the inter-segment revenue noted above. 34,500+ infrastructure sites #### 3.3+ million retail touchpoints (agents and distributors) in our network 75,400+ km of connecting fibre 95% sites providing 4G coverage 4G services available in all 14 markets 5G services available in five markets Voice We offer pre- and post- paid wireless voice services, international roaming and fixed-line telephony services. Data We offer a suite of data services, including 4G, 5G, home broadband and data centres. We provide 4G services in all 14 of our markets and 5G in five markets. Airtel Money We offer mobile money services, including digital wallet payments systems, microloans, savings and international money transfers. #### 152.7 million total customers (+9.0%) #### 64.4 million data customers (+17.8%) #### 38 million Airtel Money customers (+20.7%) Total\* $4,979m $2,179m $1,734m $417m $837m ![]() #### People across #### Africa have a huge appetite for data. #### Our 4G, 5G and fibre networks provide our #### 64.4 million data customers with 15GB of data capacity every month. #### Transforming lives 04 04 Airtel Africa plc Annual Report and Accounts 2024 STRATEGIC REPORT #### Building a digital economy #### CountryZambia #### Population21m #### Unique mobile penetration\*57% #### Every one of our customers in Zambia receives 4G coverage or higher – and by offering high-speed, reasonably-priced and reliable data, customer data usage grew by 48.5% in 2023/24. Our Airtel Money customer base in Zambia also grew by 21.1%. and we’re proud that #### 49.5% of mobile money customers are women. For more information about our ‘Win with’ strategy, see pages 24-33 For more information about our progress in East Africa, see pages 40-41 \* Source: World Cellular Information Series (WCIS) ![]() #### We’re helping create the digital economy of the future. Airtel Africa plc Annual Report and Accounts 2024 #### Data ili na lubilo na mutengo wa pansi itandiza malonda yanga. #### Fast and affordable data helps me run my business. 05 ![]() #### One in two people has no access to formal banking in Africa.\* #### Airtel Money has included 38 million customers in the financial ecosystem. 06 Airtel Africa plc Annual Report and Accounts 2024 STRATEGIC REPORT #### Transforming lives #### Including the unbanked #### CountryDRC #### Population102m #### Unique mobile penetration\*\*45% #### The Democratic Republic of the Congo (DRC) is an underpenetrated #### market where we can accelerate financial inclusion and grow our #### Airtel Money business by ensuring customers can easily access our services in more places than ever. #### This year our Airtel Money customer base in the DRC has expanded #### to beyond 3.6 million from 2.6 million in 2022/23, and Airtel Money #### revenues in the DRC grew by 31% year on year in 2023/24. For more information about our ‘Win with’ strategy, see pages 24-33 For more information about our progress in Francophone Africa, see pages 42-43 \* World Bank’s Global Findex Report 2021 \*\* Source: World Cellular Information Series (WCIS) ![]() #### We’re bringing financial inclusion to hard-to-reach communities. 07 Airtel Africa plc Annual Report and Accounts 2024 #### J’apprécie la commodité et l’efficacité d’Airtel #### Money. #### I appeciate the convenience and efficiency of Airtel #### Money. ![]() #### Our programmes provide schools with internet connection, free data and educational resources. #### Transforming lives #### No child should be denied education. #### Providing children across sub-Saharan #### Africa with access to quality education 08 Airtel Africa plc Annual Report and Accounts 2024 STRATEGIC REPORT #### CountryNigeria #### Population224m #### Schools connected960 Education has the power to transform lives and futures. This is why the #### work we’re doing to increase access to quality education through digital learning is such an important element of our sustainability strategy and #### helps to deliver our corporate purpose of transforming lives. For more information about our partnership with UNICEF and our work to improve digital learning in 13 markets, see page 58 For more information about our progress in Nigeria, see pages 38-39 ![]() #### By focusing on education, we’re helping to unlock the potential of the next generation. Airtel Africa plc Annual Report and Accounts 2024 09 #### Imo ero je okan pataki ninu eto eko wa loni. #### Technology is a big part of our learning now. ![]() STRATEGIC REPORT #### Navigating volatile times through strong execution and customer service Customers in our markets have experienced challenging times this year, with commodity prices continuing to rise and, in several countries, currency devaluations causing volatility in people’s daily lives, as well as in the wider business environment. I am proud that everyone at Airtel Africa has stayed close to our customers throughout, providing reliable, affordable telecoms services that help them navigate the cost-of-living pressures, and unlocking opportunities for digital inclusion, financial empowerment and wider economic growth in the future. #### Growth in demand for voice, data and mobile money, despite headwinds Our key operating performance measures show how customers continue to value our services. In 2023/24 our customer base has grown by 9.0%, while voice usage and data usage have also continued to grow strongly. Airtel Money in particular has gone from strength to strength, growing its customer base by 20.7%, and seeing transaction values grow by 38.2% – it is remarkable to think that in 2023/24, Airtel Money customers transacted more than $116bn in constant currency terms, up from $60bn just two years ago. This performance reflects the investment and hard work we have put into our markets over recent years, and reinforces our confidence in the growth opportunity in sub-Saharan Africa. Nonetheless, despite our robust risk management and corporate governance frameworks, we are not immune to the volatility that our customers experience in their economies. Devaluations and FX shortages in large markets such as Nigeria and Malawi created strong headwinds this year and had a significant impact on our reported currency revenues, as described on page 50 – though constant currency revenues continued to show strong growth. The Board has been closely involved in overseeing the company’s strategy to navigate these headwinds – and we are confident that the delivery of our growth strategy, strong operational execution and a focus on margin resilience will enable us to weather the volatility well and create a base for future continued growth. 10 Airtel Africa plc Annual Report and Accounts 2024 #### Chair’s statement ## Transforming lives STRATEGIC REPORT In a volatile macroeconomic environment, Airtel Africa continues to remain focused on its purpose of ‘Transforming lives’. We have consistently delivered on the sustainability ambitions that underpin our business strategy, and on our commitment to developing the infrastructure and services that will drive digital and financial inclusion for people across Africa. Sunil Bharti Mittal Chair ![]() #### Maintaining our momentum on transforming lives Despite the turbulence in the macro- economic environment, Airtel Africa remains focused on its purpose of ‘Transforming lives’. We have continued to deliver on the sustainability ambitions that underpin our business strategy, and on our commitment to developing the infrastructure and services that will drive digital and financial inclusion for people across Africa, while contributing to six of the United Nations’ Sustainable Development Goals (UN SDGs). This year, we have published a separate Sustainability Report 2024 to give our stakeholders a comprehensive and transparent account of our progress. We have highlighted the Board’s role in considering and acting on environmental, social and governance matters on pages 95-98 of this Annual Report. There have been some great achievements this year, including through our extensive partnership work, which shows our continued commitment to collaboration. The expansion of our network coverage, which now extends to 34,500+ sites across the region, means that more people than ever have access to data, voice and mobile money services, frequently delivered through partnerships with tower companies which include initiatives to reduce emissions and environmental impacts. Our partnership with the Rwandan government on the ConnectRwanda 2.0 initiative will see more than a million people in the country gain access to affordable smartphones by the end of 2024 (see page 58), while Airtel Money continues to reach agreements with global financial services companies to improve our customers’ access to finance (see pages 44-45). One of our flagship partnerships is with UNICEF, designed to transform the lives of over one million children through education by 2027. Education has long been a focus for Airtel Africa and for me personally, and I am proud that the programme is now rolled out in 13 countries, reaching thousands of schoolchildren to date. On behalf of the Board, I would like to thank everyone at Airtel Africa for their work in delivering these achievements. 11 Airtel Africa plc Annual Report and Accounts 2024 #### CEO succession While I discuss changes to our Board and management in more detail on pages 84-93, I would like to pay tribute here to our outgoing CEO, Olusegun (Segun) Ogunsanya, who is retiring this year. While delivering consistent double-digit growth, Segun oversaw the launch of our Sustainability strategy and our UNICEF partnership. This has laid a strong foundation for his successor, Sunil Taldar, whom we welcome as CEO on 1 July 2024. #### Serving our customers to create sustainable value Our ‘Win with’ strategy drives a continuous focus on serving customers’ needs so we can deliver sustainable, profitable growth, while mitigating our risks and strengthening our balance sheet. Leverage was at 1.4x in March 2024, broadly in line with the previous year despite strong cost pressures, and alongside continued investment in the infrastructure and spectrum that will fuel our continued success. The Board of directors has recommended a final dividend of 3.57 cents per share, making the total dividend for 2023/24 5.95 cents per share, which is in line with our progressive dividend policy. The path forward for the business is clear – to continue serving our customers in all our 14 markets and support the sustainable development of the countries where we operate. On behalf of the Board, I would like to thank all our stakeholders for their support as Airtel Africa continues on its journey, and transforming lives. Sunil Bharti Mittal Chair 8 May 2024 #### The fact that we have also been able to deliver a strong financial performance in this economic context is testament #### to the scale of the untapped demand in sub-Saharan Africa, and to the resilience of our business model. Sunil Bharti Mittal Chair ![]() STRATEGIC REPORT #### Chief executive officer’s review 12 Airtel Africa plc Annual Report and Accounts 2024 Q. What are your most important reflections on 2023/24? A. This has been another year in which many of our customers and communities have faced considerable challenges – and another year in which everyone at Airtel Africa can see the difference we make in the economies and societies around us. When times are hard, whether because of economic shocks, political uncertainty, or extreme weather, our services are more important to people than ever. We help them empower themselves: connecting customers to each other, or enabling businesses to access the digital economy, or bringing people into the financial services ecosystem for the first time. As we continue to grow, we also continue to increase the positive impact we can have – and fulfil our purpose of transforming lives. Q. What progress have you made on your #### ‘Win With’ strategy? A. We’ve seen good progress in all six pillars of our strategy: technology, distribution, data, mobile money, people, and cost, all underpinned by our sustainability strategy. Our network grew by around 3,000 sites, with 921 additional sites in rural areas – helping to fuel the recruitment and retention of our customers, which is also driven by our distribution teams, who this year increased the number of our customer-activating outlets by 19.6%, bringing the total number to 363,800+ outlets across our 14 markets. Airtel Money also continues to grow, with 20.7% more mobile money customers, and transaction value increasing by 38.2% in constant currency. The 45.5% increase in data usage and the 56.6% increase in home broadband revenues show how much appetite our customers have for digital connections. I’m particularly pleased that the expansion of our 5G networks is providing stronger broadband connections for small enterprises as well as individuals – continuing to enable economic empowerment. Our people have helped drive our success, supported by our continued focus on succession planning, diversity and training, by maintaining an absolute determination to serve our customers. And cost has been particularly important this year, as I describe below. Managing risk plays a role here, including foreign exchange risk – our focus on localising debt has helped keep Group debt stable at 1.4x, even while we maintained capital expenditure broadly level at $737m. Our CEO Olusegun Ogunsanya discusses a year in which the business overcame significant headwinds in several markets to achieve strong constant currency growth while continuing to deliver on our purpose of transforming lives. #### Our strategy for growth in action 45.5% increase in data usage 38.2% increase in transaction value for Airtel Money in constant currency ## CEO Q&A ![]() 13 Airtel Africa plc Annual Report and Accounts 2024 But those numbers do not tell the full story. The answer to these headwinds is to outgrow them – and in Nigeria we responded with a clear plan of action, focusing on reducing costs, reducing foreign currency liabilities, and continuing to manage expenses as far as possible, while staying dedicated to serving our customers as they also navigated the volatile economic times. As a result, mobile services revenues in Nigeria increased by 25.8% in constant currency in 2023/24, driven primarily by strong usage growth across the base. That growth underpins our continuing confidence in the opportunity we have in Nigeria, and our belief in the talent, innovation and resilience of the Nigerian people. The devaluations should lead to a healthier economy in the medium term, while Nigeria exemplifies the demographic runway for growth we see across our markets, with its population of over 220 million people with 52% below 18 years of age, mostly digital natives in a country dedicated to becoming a digital powerhouse in Africa. With unique SIM penetration below 50%, there is so much still to do in terms of mobile connectivity, digital empowerment, and financial inclusion and – provided we continue to apply our robust risk management and corporate governance frameworks to navigate the economic conditions – we see Nigeria as a key driver of our future growth. For more information about the impact of devaluation in Nigeria, see the financial review, pages 48-55 For more about the challenges and opportunities in the Nigerian market, see market environment, pages 18-19 Q. What progress have you made on your sustainability ambitions? A. To be a great company, you have to be a ‘good’ company – which means more than making corporate commitments. For me and for the business, our goal of transforming lives through digital empowerment and financial inclusion is a promise to all our stakeholders, and we are transparent with them in what we have achieved, and what we still need to do. We have published our separate Sustainability Report 2024 as a companion to this Annual Report. This year, we have seen real progress in key areas of our sustainability strategy, including the publication of our scope 3 emissions reduction strategy in November, which builds on our decarbonisation programme, announced in May 2023 in ‘Our journey towards a net zero future’. Two areas of our work stand out in particular to me: increasing the financial inclusion of women through Airtel Money, and our work with UNICEF on education. In many of our markets, access to formal financial services is still very limited – and disproportionately so for women. We see at first hand the transformational impact that expanding women’s financial inclusion is having on them, and on their families. Our partnership with UNICEF, meanwhile, shows exactly what we mean by transforming lives, with its aim of providing educational resources, free of charge, to one million children by 2027. Education is a great leveller, one of the most important ways to raise people out of poverty and foster economic growth. Our focus on creating digital opportunities for teachers and students, reaching thousands of schoolchildren this year alone, also helps build the foundations of a digital economy of the future – one where we, and those around us, can thrive. Olusegun Ogunsanya Chief executive officer 8 May 2024 For more information about our sustainability strategy and climate-related disclosures, see pages 56-70 For more information about our ‘Journey towards a net zero future’, visit www.airtel.africa Q. What were the highlights of your financial performance? A. We’ve shown how our strategy and business model have the resilience to weather significant economic headwinds while continuing to deliver constant currency growth. In constant currency, we have grown revenues in data by 29.2%, in voice services by 11.9% and in mobile money by 32.8%. Our customer base grew beyond 150 million in December 2023, reaching 152.7 million in total by the year end. EBITDA grew by 21.3% in constant currency. Overall revenue growth in constant currency was 20.9% – an even better result than last year. Clearly, devaluation and inflation have had an effect on our reported currency performance, with reported revenues down 5.3%. It was a very volatile year in several markets, and required a keen focus on costs, with fuel prices having a particular impact. Despite this cost pressure, we maintained EBITDA margin of 48.8%, only a small reduction from last year. One of the highlights for me is that we were able to support customers as they faced the cost-of-living crisis in their communities. We have always believed in driving usage, rather than price – and our services help customers reduce their other expenses by, for example, reducing the need for travel or increasing the ease with which they can access entertainment, education or financial services. Customers turned to us for more services in 2023/24, with the result that average revenue per user increased by 10.7% in constant currency. Q. Where were the headwinds felt most strongly this year? A. Devaluation and inflation – especially fuel inflation – have played a part in nearly all our markets. But Nigeria is our largest market, so headwinds there can have a significant impact on our overall performance. During 2023/24, the Nigerian naira (NGN) devalued from NGN461 per US dollar to NGN1,303 per US dollar. Inflation in Nigeria reached a high of 33.2% in March 2024. The impact of these shocks on Group reported currency revenue and EBITDA for the period ended 31 March 2024 was a reduction of $1,042m and $554m, respectively, as described in detail by our CFO in the financial review on pages 48-50. #### As we continue to grow, we also continue to increase the positive impact we can have – and fulfil our purpose #### of transforming lives. ![]() 14 Airtel Africa plc Annual Report and Accounts 2024 #### Our investment proposition Our unique position across markets with substantial growth potential, combined with a clear strategy and consistent track record in execution, supports sustainable value creation for all our stakeholders. #### Compelling and sustainable long-term growth The countries we operate in have some of the youngest and fastest-growing populations in the world. Combined with low penetration of services, low consumption of voice and data and limited traditional banking services, this creates a huge opportunity for the continued, sustainable growth of our business. This will enable us to fulfil our corporate purpose of transforming lives across Africa. #### Clear and consistent strategy The focused execution of our six-pillar ‘Win with’ strategy for growth – supported by our strong country-level management teams – is the backbone of our ability to deliver sustainable, profitable and market-leading growth. The strength of our brand, the reach of our distribution infrastructure and our significant network capacity differentiate our service offerings and underpin Airtel Africa’s ambitions across the continent. #### Strong track record in execution Our historic track record speaks for itself. Over the past five years, we have delivered 18% CAGR constant currency revenue growth and industry-leading EBITDA margins, enabling continued investment in our network to support our ambition for future growth. Over the past year however, this strong performance has been materially impacted by currency headwinds and inflationary pressures – particularly, in our largest market, Nigeria – which has affected our reported currency performance. We continue to take specific initiatives to limit this impact going forward by reducing our foreign currency cost base, upstreaming cash to the holding company (HoldCo) and reducing US dollar exposure on our balance sheet. However, our primary objective is to capitalise on the exceptional growth opportunity available across our markets to unlock higher revenue growth which will limit the further impact of currency headwinds. #### Sustainable capital structure One of the priorities of our capital allocation policy has been to create a robust capital structure to future-proof our growth ambitions and support shareholder returns. Our conservative capital structure is fundamental to navigating challenging macroeconomic environments. Because of our strong financial performance and continued cash upstreaming, we expect to fully repay our remaining HoldCo debt in May 2024 and continue to move debt into local currency. Currently, over 80% of our debt is in local currency, providing a stable and sustainable capital structure. #### Attractive shareholders return policy As a result of our consistent ability to generate cash flow and strengthen our capital structure, the Board of directors has reiterated our existing dividend policy of a mid- to high-single-digit annual growth in the dividend. In January 2024, the Board of directors approved the launch of a share buy-back programme amounting to $100m over the next 12 months, beginning in March 2024. We’re uniquely positioned to deliver affordable and reliable services to a young and growing population across 14 markets in Africa. The diversity of our offerings across voice, data and mobile money, combined with our transparent capital allocation policy, provides the foundation to ensure we capitalise on this growth opportunity. This positive outlook, combined with our strong financial position and attractive shareholder return profile, provides a persuasive investment case for current and prospective shareholders. For more information about our market environment, see pages 18-19 STRATEGIC REPORT ![]() 15 Airtel Africa plc Annual Report and Accounts 2024 #### Our key performance indicators \* Growth percentage and EBITDA margin are in reported currency. Revenue Leverage Operating profit\* Net cash generated from operating activities\* EBITDA and margin Return on capital employed Operating free cash flow\* Basic earnings per share Profit after tax\* FY’24 FY’24 GAAP KPIs APM KPIs FY’23 FY’23 $4,979m 1.4x $1,640m $2,259m $2,428m 23.0% $1,691m $(89)m $5,255m 1.4x $1,757m $2,229m $2,575m 23.3% $1,827m $750m Constant currency 20.9% Reported currency (5.3%) (6.7%) Constant currency 21.3% Reported currency (5.7%) Margin 48.8%\* (7.4%) (111.9%) 1.4% Constant currency +17.6% +14.5.% Constant currency +17.3% Margin 49.0% +10.4% (0.6%) +10.9% #### (4.4) cents 17.7 cents (124.9%) +5.2% Our KPIs give our Board and management a clear sense of where we are and where we need to improve. #### Financial KPIs #### Measuring the success of our strategy We monitor the success of our strategy through operational, financial and non- financial key performance indicators (KPIs). These KPIs give us a crucial insight into our business performance and the progress being made towards our strategic intent. Our selected KPIs help us to communicate the Group’s strategy across all levels of the organisation, and form part of our governance and performance management process. #### Ensuring our KPIs are meaningful and responsive We monitor our strategic progress through primary operational KPIs which include sites, data capacity, customer base, net additions, average revenue per user (ARPU), usage per customer and Airtel Money transactions. This year we added a new operational KPI to measure progress of our mobile money services as expansion of mobile money agents and exclusive infrastructure is instrumental in driving our Airtel Money business. Our key financial KPIs are revenue, EBITDA, operating profit, profit after tax, operating free cash flow, net cash generated from operating activities, leverage, basic earnings per share and return on capital employed. Further, our non-financial performance KPIs linked to our sustainability strategy are scope 1, 2 and 3 GHG emissions, energy consumption, population covered and gender balance. We review our operational, financial and non-financial KPIs regularly to ensure that they are aligned with our strategy and organisational goals. For more information about our sustainability KPIs, see page 56 See definition and reconciliation of our alternative performance measures on pages 52-55 #### Linkage with remuneration We review our remuneration-linked KPIs every year to ensure these are relevant to our business strategy. Our remuneration targets are linked with selected financial and operational KPIs. As part of our long-term incentive scheme, we also benchmark our total shareholder return performance with a peer group of companies. See our directors’ remuneration report (DRR) on pages 146-165 ![]() 16 Airtel Africa plc Annual Report and Accounts 2024 #### Our key performance indicatorscontinued #### Operational KPIs – mobile services Performance During the reporting year, we deployed around 3,000 sites, reaching 34,500+ sites in total as of 31 March 2024. We added 4,300+ sites on 4G and now 95% of our total sites are on 4G. 5G is operational across six countries, with over 1,000 sites deployed. We also added around 5,000 km of fibre (reaching 75,400+ km of fibre as of 31 March 2024). Network data capacity increased by 32.7% to 31,700+ terabytes (TB) per day, with peak hour data utilisation at 53.0%. Performance Our overall customer base grew by 9% to 152.7 million as of 31 March 2024. We continue investing in networks to expand our reach along with the expansion of distribution infrastructure to drive customer base growth in both urban and rural markets. Our enhanced distribution channel ensures availability of SIM cards and recharge across our footprint. Our customer base grew across all three regions: Nigeria by 5.3%, East Africa by 10.7% and Francophone Africa by 11.8%, respectively. Performance In reported currency, data revenue declined by 3.0% to $1,734m with data ARPU declining from $3.0 to $2.4 in the current period due to currency devaluation. In constant currency, data revenue grew by 29.2%, led by both customer base growth of 17.8% and data ARPU growth of 7.3%. The data ARPU growth was driven by an increase in data usage per customer per month mainly due to our higher 4G customer base and expansion of our 4G network. Performance Our data customer base increased by 17.8% to 64.4 million as of 31 March 2024 and now comprises 42.1% of our total customer base. Data customer base growth was driven by expansion of our data network, increase in network data capacity and smartphones on our network. The 4G customer base reached 37.7 million, a growth of 42.3%, and contributes 58.6% of our total data customer base. Smartphone penetration increased to 40.5% (from 36.3%), of which 75.1% are 4G enabled smartphones (compared with 65.4% in the prior period). 28,797 31,546 34,534 16,949 23,931 31,747 FY’24 FY’23 FY’22 128.4 140.0 152.7 10.2 11.6 12.7 FY’24 FY’23 FY’22 1,525 1,787 1,734 2.9 2.2 3.0 2.3 2.5 2.4 34.6 % 23.8% 29.2% FY’24 FY’23 FY’22 26.8 28.1 26.7 36.4 % 46.7 19.9 39.0% 54.6 26.5 42.1% 64.4 37.7 FY’24 FY’23 FY’22 Total sites and data capacity Customer base and customer net additions Data revenue and data ARPU Data customers, 4G data customers and penetration Total sites number Total data capacity TB/day Customer base m Customer net additions m Data revenue $m Data ARPU (RC) $ Data ARPU (CC) $ Revenue growth % 2G and 3G data customers m 4G data customers m Data customers penetration % Performance Our voice traffic grew by 14.9% to 504 billion minutes during the year, driven by customer base growth of 9.0% and an increase in voice usage per customer by 5.2% to 286 minutes per customer per month. Our continued investment in sales and distribution infrastructure and network coverage helped us to grow voice traffic. The growth of voice usage per customer was mainly contributed by Nigeria and East Africa regions. Performance In reported currency, voice revenue declined by 12.5% to $2,179m with voice ARPU declining from $1.5 to $1.2 in the current period due to currency devaluation (primarily the Nigerian naira devaluation). In constant currency, voice revenue grew by 11.9%, contributed by both customer base growth of 9.0% and voice ARPU growth of 2.4%. The voice ARPU growth was led by an increase in voice usage per customer by 5.2% (Increased to 286 minutes per customer per month). FY’24 FY’23 FY’22 379 439 504 257 272 286 2,358 2,491 2,179 1.6 1.5 1.2 1.3 1.2 1.2 15.4 % 11.8% 11.9% FY’24 FY’23 FY’22 Voice traffic and usage per customer Voice revenue and voice ARPU Voice traffic bn mins Usage per customer mins Voice revenue $m Voice ARPU (RC) $ Voice ARPU (CC) $ Revenue growth % Performance Total data usage increased by 45.5% to 3,934 billion MBs led by both customer base growth of 17.8% and an increase in data usage per customer of 20.8%. During the period, 4G data usage contributed to 80.8% of total data usage. Data usage per customer increased to 5.4 GB per month (up from 4.4 GB per customer per month) while 4G data usage per customer increased to 8.5 GB per month (from 7.3 GB per month). The increase in data usage per customer was led by an increase in smartphone penetration, the increased density of our 4G network and higher adoption of data bundles (up by 1.1% to 95.8%). 616 689 755 3,520 1,848 1,232 4,546 2,704 2,015 5,492 3,934 3,179 FY’24 FY’23 FY’22 Data usage, 4G data usage and data usage per customer 2G and 3G data usage bn MB 4G data usage bn MB Data usager per customer MB Note: growth percentages in KPIs are in constant currency unless specified. ARPU (CC) is on 2023/24 constant currency for all reported periods. STRATEGIC REPORT ![]() 17 Airtel Africa plc Annual Report and Accounts 2024 #### Operational KPIs – mobile services continued #### Operational KPIs – mobile money Note: growth percentages in KPIs are in constant currency unless specified. ARPU (CC) is on 2023/24 constant currency for all reported periods. Performance Our mobile money customer base grew by 20.7% to 38.0 million as of 31 March 2024, representing 24.9% of our total customer base. This growth was largely driven by expansion of our mobile money agents and merchant ecosystems and continued investment into our exclusive franchise channel of kiosks and branches. Our enhanced distribution channel ensures availability of mobile money float across our footprint. In Nigeria, the company remained focused on customer acquisition through the year, with 1.5 million active customers registered for mobile money services in Nigeria at the end of March 2024. Performance We increased our active agent network by 477,000 to 1.4 million. In addition, our exclusive infrastructure network increased by 29,400 to over 109,000 as of 31 March 2024. \* Exclusive infrastructure includes Airtel Money branches, kiosks and mini shops. Performance Our mobile money transaction value grew by 38.2% to over $112bn in reported currency. The transaction value per customer reached $262 per month, an increase of 13.1% in constant currency. The increase in transaction value was supported by higher cash transactions, merchant payments and mobile services recharges through Airtel Money. 26.2 31.5 38.0 20.4 % 22.5% 24.9% FY’24 FY’23 FY’22 624 899 1,377 69.1 79.7 109.1 FY’24 FY’23 FY’22 223 252 262 64 89 112 FY’24 FY’23 FY’22 Mobile money customer base and penetration Mobile money agents and exclusive Infrastructure\* Mobile money transaction value and transaction value per customer Customer base m Customer penetration % Active agents 000s Exclusive infrastructure 000s Transaction value per customer $ Transaction value $bn Performance In reported currency, mobile services revenue declined by 8.1% to $4,338m and mobile services ARPU declined from $2.9 to $2.5 due to currency devaluation (primarily the Nigerian naira devaluation). In constant currency, mobile services revenue grew by 19.4%, with growth being recorded across all regions and services: Nigeria up by 25.8%, East Africa by 21.5% and Francophone Africa by 9.2%. Mobile services revenue growth was driven by both voice and data services: voice revenue growth of 11.9% and data revenue growth of 29.2%. Mobile services ARPU was $2.5 per customer per month up by 9.3% in constant currency. Performance Mobile money revenue was $837m, an increase of 32.8% in constant currency (21.1% in reported currency) driven by 36.0% growth in East Africa and 22.3% in Francophone Africa, respectively. The transaction value per customer grew by 13.1% resulting in mobile money ARPU growth of 8.6%. Mobile money revenue now accounts for 18.4% of total Group revenue in Q4’24. 4,294 4,721 4,338 2.9 2.2 2.9 2.3 2.5 FY’24 FY’23 FY’22 22.0 % 16.2% 19.4% 553 692 837 1.9 1.8 2.0 1.9 2.0 34.9 % 29.6% 32.8% FY’24 FY’23 FY’22 Mobile services revenue and ARPU Mobile money revenue and ARPU Mobile services revenue $m Mobile services ARPU (RC) $ Mobile services ARPU (CC) $ Revenue growth % Revenue $m ARPU (RC) $ ARPU (CC) $ Revenue growth % #### Operational KPIs (consolidated) – mobile services and mobile money Performance In reported currency, total revenue declined by 5.3% to $4,979m and ARPU declined from $3.3 to $2.8 due to currency devaluation (primarily the Nigerian naira devaluation). In constant currency, total revenues increased by 20.9%, driven by both customer base growth of 9.0% and ARPU growth of 10.7%. There was growth across all reporting segments: mobile services revenue in Nigeria grew by 25.8%, in East Africa by 21.5% and in Francophone Africa by 9.2% (and voice revenue growth of 11.9% and data revenue up 29.2%). Mobile money revenue grew by 32.8%, driven by 36.0% growth in East Africa and 22.3% in Francophone Africa. ARPU growth of 10.7% was driven by all our key services: with data contributing 6.0%, voice contributing 1.1%, mobile money contributing 3.3%, respectively. 4,714 5,255 4,979 3.2 2.5 3.3 2.9 2.6 2.8 23.3 % 17.6% 20.9% FY’24 FY’23 FY’22 Total Group revenue and ARPU Group revenue $m Group ARPU (RC) $ Group ARPU (CC) $ Revenue growth % ![]() 18 Airtel Africa plc Annual Report and Accounts 2024 #### Our market environment For the vast majority of the 1.2 billion people in sub-Saharan Africa, mobile services are the first and often only way they have to access telecoms, internet and banking services. Demand from individuals and businesses continues to rise across the region – and there is a clear opportunity to increase the reach and penetration of affordable voice, data and mobile money services, include more people in the digital economy, and help support sustainable development on the continent. While the region has continued to experience economic and political turbulence this year – with conflicts, currency fluctuations and inflationary shocks disrupting several markets and influencing consumers’ spending – growth in telecoms remains robust. The GSMA forecasts that there will be more than 200 million additional unique mobile subscribers in sub-Saharan Africa by 2030, and that mobile data traffic will quadruple by 2028 1 . #### Mobile services: connecting individuals, societies and economies Landline infrastructure, traditional banking services and broadband penetration levels are far lower in sub-Saharan Africa than in much of the world. This means that mobile networks serve as critical communications infrastructure for a region which will see the world’s fastest growth in working age population over the next three decades . Connectivity and penetration are still relatively low – mobile penetration is forecast to reach 50% by 2030, compared to a global average of 73% – so our focus on expanding our networks and extending rural coverage plays a vital role in including people in the mobile and digital economies. In 2023/24, we invested $693m in capital expenditure, predominantly in our networks, and added around 3,000 sites to our network while growing our customer base by 9%. #### Data and digitalisation: at the heart of economic growth Businesses and service providers rely on secure, competitively-priced data in order to prosper and generate economic value – a fact reflected in the digitalisation ambitions of governments across the region. Smartphone adoption in our markets continued to grow steadily in 2023/24 despite strong economic headwinds for customers in some markets, having passed 51% in 2022, according to GSMA. 4G coverage is expanding – our 4G network now reaches 70.7% of the people in our markets, up 4.9% since 2022/23 – and 5G is an emerging opportunity in urban areas. We aim to be at the leading edge of this digital opportunity through our strategic focus on winning with data and our expanding digital products and content, and Airtel Business. For more information about Airtel Business, see page 46 #### Mobile money: continuing appetite for financial inclusion Africa leads the world in mobile money services, and the continuing growth in mobile money in our markets has hugely expanded access to financial services for consumers and businesses, many of whom previously lacked access to traditional banks. This growth in financial inclusion is a key element in wider economic development and opportunity: financial inclusion is an enabler for seven of the 17 UN Sustainable Development Goals. And despite more than two decades of growth, the appetite for mobile money in sub-Saharan Africa remains strong – the region outperformed the global averages for new accounts and transaction volume growth in GSMA’s 2022 survey. We continue to build the mobile money ecosystems that help customers join the digital economy, and to win new customers through services including inter-operability, payments, microloans and international money transfers. For more information about our mobile money business, see pages 44-45 #### Affordability is key, especially during economic disruption Local and global economic turbulence have been keenly felt by consumers in some of our markets, accentuated by currency shortages or devaluations, supply chain disruption and political volatility – including changes of governments in several markets. While demand continues to increase, the rate of growth across the sector slowed in 2023/24, heightening competition. Affordability remains very important to consumers, in a competitive landscape that continues to be dominated by a few large competitors, with some smaller regional companies in some markets. We offer transparent pricing plans based on the principle of ‘more for more’ – meaning that the cost of connecting continues to fall in real terms. We also compete through our range of services, our advertising and brand image, the quality and reliability of our service, and our wide network coverage. Our focus on distribution is designed to give us competitive advantage in recruiting and winning new customers. We reached 152.7 million customers in 2023/24 – and we’re increasing our focus on customer retention as well as recruitment, with a particular emphasis on 4G customers. For more information about our ‘Win with’ strategy, see pages 24-33 #### A clear runway for growth. Across sub-Saharan Africa, demand for data, mobile voice and mobile money services continues to grow, driven by a young and growing population seeking better connections with each other, and with economic opportunity. 1 https://www.gsma.com/solutions-and-impact/ connectivity-for-good/mobile-economy/sub- saharan-africa/https://www.gsma.com/solutions- and-impact/connectivity-for-good/mobile- economy/sub-saharan-africa/ 2 https://www.worldbank.org/en/region/afr/overview STRATEGIC REPORT ![]() 19 Airtel Africa plc Annual Report and Accounts 2024 Population 67m 65m GDP $79bn $77bn Mobile customers 70m 60m Unique mobile penetration 54% 54% Mobile money customers 53m 41m Tanzania 2023 2024 Population 49m 47m GDP $52bn $49bn Mobile customers 37m 33m Unique mobile penetration 45% 45% Mobile money customers 22m 20m Uganda 2023 2024 Population 21m 20m GDP $28bn $29bn Mobile customers 21m 20m Unique mobile penetration 57% 57% Mobile money customers 13m 11m Zambia 2023 2024 Kenya 2023 2024 Population 55m 54m GDP $109bn $116bn Mobile customers 67m 66m Unique mobile penetration 67% 64% Mobile money customers 38m 39m Nigeria 2023 2024 Population 224m 219m GDP $375bn $477bn Mobile customers 224m 222m Unique mobile penetration 49% 48% DRC 2023 2024 Population 102m 99m GDP $67bn $63bn Mobile customers 56m 50m Unique mobile penetration 45% 44% Mobile money customers 22m 14m #### Focusing on the opportunity in our largest market, Nigeria Nigeria encapsulates the opportunity we see across our markets, with its digital-first, very young, 220 million+ population, and a powerful appetite for data that reflects the country’s ambition to be a digital powerhouse. Nigeria is widely expected to be the third most populous nation in the world by 2050, reflecting the very compelling runway for growth. However, the effects of currency devaluation and inflation in 2023/24 have had a significant impact on the telecoms sector as a whole, and on the wider economy. In June 2023, the Central Bank of Nigeria (CBN) announced structural changes to the operations in the Nigerian Foreign Exchange (FX) market which contributed to a substantial devaluation of the Nigerian naira. Combined with subsequent devaluations, this led to the Nigerian naira devaluing during the reporting year. Inflation in Nigeria peaked at 33.2% in March 2024. The structural changes in the Nigerian economy, including steps taken by the government to curtail inflation and provide a more stable foreign exchange environment, have the potential to strengthen the country’s economy in the medium to long term. Since the start of 2024/25, the availability of US dollars in Nigeria has improved. However, as Nigeria is our largest market, where we serve more than 50 million customers, these currency headwinds had a material impact on our financial performance in reported currency terms in 2023/24, as described in our financial review on page 50. In constant currency, however, our continued investment into maintaining and modernising our 4G network, whilst also expanding our distribution network, has enabled year-on- year revenue growth of 25.9% in 2023/24 – reinforcing our commitment to capitalise on this significant opportunity, grow our services in Nigeria, and continue to enable its digital transformation. For more information, see our financial review on pages 48-55 #### Managing risk To capitalise on the growth potential in our markets, our risk management processes need to be very robust. Our risk management framework, wide geographical spread, deep knowledge of the African continent and governance policies ensure we’re able to effectively mitigate risks while pursuing growth opportunities. Furthermore, we continue to be a partner in development with our various stakeholders on the continent through the implementation of our sustainability strategy, with significant commitments to achieving digital and financial inclusion and ensuring effective environmental stewardship through our net zero ambition. For more information about how we manage our risk, see pages 72-79 For information about our sustainability strategy, see pages 56-70 #### Working with governments and regulators The telecoms sector operates within the frameworks created by governments and regulatory authorities, which include telecoms regulations, banking regulations and licences, all of which evolve rapidly. As well as strict compliance with regulations, we aim to work collaboratively with governments to make sure we integrate our services into their key initiatives for communications and sustainable development and play our part in strengthening economies and transforming lives. Know Your Customer (KYC) regulations apply in most markets, requiring customers to register their identity to access mobile services. Providing easy access to a fast and compliant registration process is a key part of our ‘Win with distribution’ approach. Data security is another concern for regulators and consumers – and as part of our sustainability strategy, we operate under the ‘Information Security Management System’ (ISO 27001) certification and the ‘Business Continuity Management System’ (ISO 22301) certification, which cover all mobile communication and mobile money operations. For more information, see our legal and regulatory framework on pages 20-21 #### Our key markets Data sources: • Population and GDP from the International Monetary Fund (IMF) • Mobile customers and mobile money customers from respective telecoms regulatory authorities’ published data except Uganda. For Uganda, customers are from operator published results • Unique mobile penetration report from Omdia market analysts ![]() 20 Airtel Africa plc Annual Report and Accounts 2024 #### Legal and regulatory frameworks #### Know Your Customer #### (KYC) Uganda The Regulation of Interception of Communications Regulations, 2023 was enacted on 12 May 2023, making it a requirement to have all customers submit biometric information to their mobile network operators by 12 November 2023. This requirement has been implemented by the company. Chad In August 2023, the Government of Chad issued an Order establishing new rules for identifying subscribers, requiring that operators collect full KYC details in respect of each customer within three months of the Order. The rules also limit the number of SIM-cards to three per customer. We’re complying with this requirement. Nigeria In December 2023, the Government of Nigeria issued directives requiring full barring of all MSISDNs (mobile station international subscriber directory numbers) without National Identification Numbers (NIN) as well as verification of all NINs used for SIM registration against the national database. Operators were required to comply with these directives in stages at various dates, with the final date for SIM barring set for 31 July 2024. #### Mobile termination regulation Rwanda On 14 October 2023, the regulator in Rwanda set the asymmetrical mobile termination rate (MTR) for calls terminating on Airtel Rwanda’s network at 2 Rwandan francs (RWF), and 1.5 RWF for those terminating on MTN Rwanda’s network. This related to all calls for the period to July 2023 from 1 January 2023 (backdated). The same decision set the MTR rate for the period from August 2023 to August 2024, at 0 RWF for both mobile operators. The Republic of the Congo In October 2023, the regulator in the Republic of Congo set an asymmetric MTR in favour of Airtel Congo S.A. The rate was set at an asymmetric MTR of 7 Central African Francs (CFA) to terminate on Airtel Congo S.A.’s network, and 5 CFA to terminate on MTN’s network. We operate within the laws and regulatory frameworks of governments and regulatory agencies in our markets – and we always work to ensure that our operations meet local legal and regulatory requirements. We engage with governments and regulatory authorities to promote a stable business environment that supports governments’ goals for the sector and the long-term viability of our business, as we provide critical communications infrastructure and enable digital and financial inclusion. The legal and regulatory frameworks we work within fall into three categories: telecoms services, mobile financial services and broadcasting services. In some of our markets, there are also competition laws. Frameworks are unique to each country, and they constantly evolve – so we keep them under continuous review, and publish significant developments on www.airtel.africa, under ‘Regulatory news’. To ensure compliance with the laws and regulatory frameworks, regulators in a number of markets have carried out audits and reviews during the year. These audits largely related to Know Your Customer (KYC) and quality of service compliance. Central banks across our markets have also increased their oversight of issues including governance, anti-money laundering and counter-terrorism financing, with audits being undertaken in some markets. Here we describe the most significant developments in our largest markets this year. STRATEGIC REPORT ![]() 21 Airtel Africa plc Annual Report and Accounts 2024 #### Licences Our services require a range of licences which are periodically issued, renewed or modified. In 2023/24 these included: The Democratic Republic of the Congo On 7 June 2023, the DRC Government awarded a submarine cable landing licence to Mawezi RDC S.A, a joint-venture (JV) company, with the two partners being Airtel RDC S.A. and Orange RDC S.A. The licence allows the JV company to land and operate the ‘2Africa’ submarine cable in the DRC. Kenya On 15 June 2023, the Communications Authority of Kenya (CA) awarded Airtel Kenya Telesonic Limited a Network Facility Provider – Tier 2 Licence. On 30 August 2023, Airtel Networks Kenya Limited received a Submarine Cable Landing Rights Licence for the ‘2Africa’ submarine cable. The licence allows Airtel Africa to land and operate the ‘2Africa’ submarine cable in Kenya. Malawi On 7 February 2024, the Malawi Communications Regulatory Authority (MACRA) approved the renewal of Airtel Malawi plc’s Network Services Licence, Application Service Licence and Network Facilities Service Licence for ten years. Rwanda On 15 April 2023, the Rwanda Utilities and Regulatory Authority (RURA) issued Airtel Rwanda Limited with a modified licence, at no additional cost, following the amendment of the broadband policy that resulted in the liberalisation of access to 4G, 5G and future technologies for all mobile network operators. Uganda On 19 July 2023 the Uganda Communications Commission (UCC) awarded Airtel Uganda Telesonic Limited a National Public Infrastructure Provider Licence for 15 years. Zambia On 12 July 2023, the Zambia Information and Communications Technology Authority (ZICTA) issued Airtel Zambia Telesonic Limited with a network licence and service licence for 15 years. Madagascar In April 2023, the Government of Madagascar introduced a global licence allowing Airtel Madagascar to offer a suite of telecom services and removing the restriction of access to certain market segments such as wholesale and national fibre capacity reselling. #### Spectrum developments We acquire or renew spectrum to expand or maintain our ability to provide services. This year this included: Nigeria On 9 May 2023, Airtel Networks Nigeria Limited renewed its 2100MHz (2x10 MHz) spectrum licence at a price of $127m for a period of 15 years. Uganda On 1 July 2023, the Uganda Communications Commission (UCC) awarded Airtel Uganda Limited spectrum in the 800MHz (2 (2x5)) and the 3500MHz (1x1000) bands for the remaining duration of its National Telecommunication Operator’s Licence, at no upfront cost. #### Tax and finance developments Several governments reviewed their tax and levy requirements in 2023/24, including: Chad With effect from 1 January 2024, the Finance Act 2024 banned the use of airtime as a cash equivalent. The law also modified the regulatory framework to make tax of 0.1% applicable on money transfers and withdrawals. Kenya The Finance Act 2023 introduced tax changes which came into effect on 1 July 2023. They included an increase of VAT on fuel from 8% to 16%, an increase of excise duty on mobile money transfers from 12% to 15%, and a reduction of excise duty on voice and data services from 20% to 15%. Niger The Finance Act 2022 introduced a stamp duty of 2% of the value of the invoice of each contract that mobile operators enter into with suppliers, increasing the cost of doing business in Niger. The Government of Niger repealed this tax provision with effect from 1 January 2024. Nigeria The Finance Act 2023 was passed on 1 May 2023 to support the Federal Government’s budget. The act maintained the 5% excise duty on telecommunication services. However, the implementation of this tax was suspended by the Federal Government. Tanzania Under the Finance Act 2023, on 1 July 2023, a mobile money levy of approximately 23% was removed from P2P, bank-to-wallet and wallet-to-bank transactions. However, the mobile money levy was increased by 50% on ‘cash out’ transactions. The Universal Communication Access Fund Act was amended to increase the levies that all telecommunication operators pay from 1% of operators’ annual revenues to 1.25% starting from 1 July 2023, and from 1.25% to 1.5% starting from July 2025. #### Listing and shareholding developments The Democratic Republic of the Congo By a Ministerial Order dated 10 October 2023, operators were given ten years to comply with the law that requires that all telecom licensees have a 30% local shareholding. Kenya On 18 August 2023, the Government of Kenya removed the requirement for 30% local shareholding for licensees operating in the telecoms sector, with immediate effect. Malawi Companies listed on the main board of the Malawi Stock Exchange (MSE) are required to have a minimum public float of 25%. Airtel Malawi plc has currently listed only 20% of its shares on the MSE. On 6 April 2023, the MSE granted Airtel Malawi plc a further period of three years within which to comply with the 25% public float requirement. Uganda On 7 November 2023, Airtel Uganda listed 10.89% of its shares on the Uganda Securities Exchange (USE) in compliance with Uganda Communications (Fees and Fines) (Amendment) Regulations 2020, which created an obligation for all national telecom operator licensees to list 20% of their shares on the USE. The USE granted Airtel Uganda an extension until 6 November 2026 to offer the shortfall to achieve the 20% listing. ![]() 22 Airtel Africa plc Annual Report and Accounts 2024 #### Our business model Spectrum assets in every country, with multiple layers of data capacity, including new 5G technology in six markets A modernised network offering 2G, 3G, 4G and 5G, largely on efficient single RAN technology 34,500+ infrastructure towers and data capacity of 31,700+ terabytes per day 75,400+ km of fibre across our markets 4,132 employees Other key inputs and enablers: • Compliance with regulatory frameworks in all markets • Our consistent capital allocation policy enables us to deliver against the growth opportunity that our markets offer • Mobile network partnerships that outsource the management and operation of our network infrastructure • A strong management structure with operating companies in each market that can leverage Group expertise • Our sustainability strategy which underpins everything we do. It is aligned with the UN SDGs and supported by goals and active policies to respect human rights, drive positive social impacts, protect the natural environment and conserve resources • Sound and transparent governance • A network of over 2,700 partners and suppliers, including mobile brands, IT companies and telecoms infrastructure providers Voice Data Airtel Money Other services , including fixed-line telephony, home broadband and data centres A wide network of more than 3.3 million retail touchpoints supported by a digitalised approach, including: More than 109,000 exclusive retail touchpoints, including minishops, kiosks and Airtel Money branches More than 363,800 customer- activating outlets Strategic collaborations with regional and international partners to offer financial and money transfer services Other key inputs and enablers: • Efficient Know Your Customer (KYC) processes • Easier onboarding processes, self-service through our self-care MyAirtel app, available in all markets Through a unique distribution network that is close to our customers An efficient network and business structure in 14 markets across sub-Saharan Africa, which we continually improve through innovation Delivering outstanding services and products, always aiming for best-in-class #### Our purpose Transforming lives across Africa. #### Our values Alive We act with passion and a can-do attitude. Innovation and an entrepreneurial spirit drive us. Inclusive We champion diversity. We’re at the heart of our communities, and anticipate, adapt and deliver solutions that enrich the lives of the people we serve. Respectful We act with humility and are always open and honest. We deliver on our promises to customers, stakeholders and each other. #### How we create value #### Creating value for our stakeholders Our dynamic business model is underpinned by our sustainability strategy and delivers value to stakeholders while transforming lives through digitalisation and financial inclusion. STRATEGIC REPORT ![]() 23 Airtel Africa plc Annual Report and Accounts 2024 99.3% of our customers use pre-paid services #### 3.3+ million people financially empowered through direct employment, business partnerships and our distribution network #### 5G spectrum acquired in five markets 99% of customer requests processed digitally Our purpose of transforming lives is supported by our sustainability strategy, described on pages 56-70 Creating value for: Offering simple, digitalised customer journeys and competitive pricing To reach: Simple , convenient and intuitive customer journeys Straightforward pricing plans based on the principle of ‘more for more’ A tailored pricing strategy that varies depending on market position Other key inputs and enablers: • Marketing and brand-building to increase consumer awareness and build customer loyalty #### 152.7 million total customers #### 64.4 million data customers #### 38 million Airtel Money customers Our customers Convenient and competitive services that enable people to connect, live and work Financial inclusion and opportunity through connections to local and global economies Our economies Accelerated sustainable development through financial inclusion and ‘banking the unbanked’ Direct and indirect contributions of $1.7bn in 2023/24 (vs $2.1bn in 2022/23) 3.3 million people earning through working with Airtel Africa as entrepreneurs and in our distribution networks Our people Direct employment in a growing business offering competitive pay and training Our communities Programmes to support education, health and wellbeing, and disaster relief with the total spend on corporate social responsibility (CSR) programmes of $1.9m in 2023/24 Our shareholders Constant currency revenue growth of 20.9% in 2023/24 EBITDA margin of 48.8% Total dividend of 5.95 cents (interim and final as recommended by the Board) #### What makes us different There are many aspects of our strategy and business model that are unique to us. If we had to choose three important ways in which we stand apart from the competition, they would be: Rapidly expanding coverage that’s reliable and high quality We have an extensive, resilient and reliable 4G network that’s meeting the growing demand for data, we’re investing in 5G capability, and our network expansion programmes are connecting the unconnected in rural and urban areas. Simple, transparent pricing and service Our straightforward pricing models, simple ‘more for more’ offers and intuitive customer journeys are helping us to win and keep customers. A unique distribution network By building exclusive channels and developing effective, digitised onboarding processes, we’ve been able to grow our customer base faster than the market. Our business model is supported by a robust framework for monitoring and managing risks, described on pages 72-79 Our assessment of the risks and opportunities of climate change is described on pages 63-70 ![]() STRATEGIC REPORT 24 Airtel Africa plc Annual Report and Accounts 2024 #### Our strategy ## Our ‘Win with’ strategy STRATEGIC REPORT Our ‘Win with’ strategy aims to deliver long-term value for all our stakeholders. It is accelerated by our drive for digitalisation, and underpinned by the detailed framework of environmental, social and corporate governance (ESG) objectives in our sustainability strategy. We’re transforming lives across sub-Saharan Africa through products, services and programmes that foster financial inclusion , drive digitalisation and empower our 152.7 million customers and their communities. Our business objective is clear: to grow market share profitably and create superior enterprise value while delivering our sustainability strategy, so we can continue to pursue our vision of enriching the lives of our customers. Our ‘Win with’ strategy has six strategic pillars through which we deliver sustainable, profitable growth. Connecting all these pillars are two constant themes: digitalisation, and our commitment to contributing to sustainable development through our sustainability strategy. We execute our strategy through a lean, efficient business model, built around a strong balance sheet and conservative capital structure. We aim to act as a responsible business at all times – and to deliver on our promises. That means doing business transparently and with a sound governance structure. It also means being a good partner and an active contributor to society, by creating jobs, paying taxes and respecting the environment. We work in partnership with the governments and institutions of the countries in which we operate to develop and deliver our strategy – which helps them realise their goals for sustainable development while ensuring our strict and continued compliance with local laws and regulations. ![]() #### Our six strategic pillars 25 Airtel Africa plc Annual Report and Accounts 2024 #### A c c e l e r a t e d b y o u r c o m m it m e n t t o d ig it a lis a ti o n #### U n d e r p i n n e d b y o u r s u s t a in a b ilit y s t r a t e g y Win with data Win with people Win with cost Win with distribution #### Transforming lives Win with technology Win with mobile money We report our progress against our sustainability strategy in our Sustainability Report 2024 and on pages 56-70 Our ambition is to achieve net zero carbon emissions by 2050. We published our ‘Journey towards a net zero future’ in 2023 – for further details, visit www.airtel.africa Disciplined risk management is essential to delivering our strategy. We describe our approach and principal risks on pages 72-79 Our business Our community Our people Our environment ![]() 26 #### Our strategycontinued STRATEGIC REPORT #### Win with technologyWin with distribution We aim to create a leading, modernised network that provides the data capacity to meet rapidly growing demand and supports connectivity and digitisation in our markets. That means improving basic network uptime, quality and resilience as well as expanding our network footprint and our 4G capabilities, while developing our 5G capacity. We aim to build on our unique distribution network to increase our ability to reach and serve customers in all our markets by making our services visible, and accessible. Our distribution network empowers our business by extending our brand and ability to offer interlinked services, as well as through customer recruitment and retention. #### Our progress Our goal is to be the market leader everywhere we operate, while continuing to include more people in our network, particularly in underserved rural areas. This year we made significant investments in our network, technology and spectrum. We continue to focus on delivering best-in- class service and 4G networks in our markets, while ensuring our network is ready for future 5G demand. This year we added over 4,300 4G sites and added approximately 5,000 km of fibre. Data capacity increased by 32.7%. 921 new sites added in rural areas in 2023/24 How we measure progress We measure progress through several KPIs, described on pages 16-17, including: 34,534 total sites 31,747 data capacity (TB/day) #### Our priorities Expanding the reach of 4G coverage and building capacity through our 2G>3G>4G approach Investing in 5G spectrum to make our network future-ready Focusing on rural coverage expansion through new site rollouts, recognising that access to a reliable service is the critical first step for reaching previously underserved communities Focusing on our network resilience and service continuity , and adding capacity through aggregation Building and modernising our network through optimal end-to-end design , including spectrum addition #### Our priorities Strengthening our distribution infrastructure to win more quality customers by increasing our depth and width, with a particular focus on rural areas Enhancing the customer’s experience through simplified digital customer onboarding processes, including the Know Your Customer (KYC) process Cross-selling new digital services to our existing customer base Broadening our offer to enhance usage and ARPU, while further improving our approach to distribution so we can focus faster and more responsively on the needs and issues of customers in smaller geographies, increasing our customer reach 26 Airtel Africa plc Annual Report and Accounts 2024 ![]() #### Win with data We aim to expand data usage in our markets, including through increased smartphone use in our customer base and greater access to home broadband, improving our offer to existing customers and bringing new people and businesses into the digital economy. #### Our progress Success in our ‘Win with data’ pillar is closely linked to our ability to extend and maintain fast, reliable networks and to serve our customers through our distribution organisation. This year we saw the number of data customers rise to over 64 million. Our focus has resulted in an increase in smartphone penetration from 36.3% in 2022/23 to 40.5% in 2023/24, while providing an expanded network of 4G and 5G coverage. Data volumes grew by 45.5% year on year, and 4G handsets now contribute 81% of this data usage, compared to 75% in 2022/23. Data usage per 4G data customer now exceeds 8.5 GB per month. To keep customers’ data secure, we hold certification in ‘Information Security Management System’ (ISO 27001), and ‘Business Continuity Management System’ (ISO 22301), which cover all mobile communication and mobile money operations in all our markets. Data usage grew by 45.5% as of 31 March 2024 How we measure progress We measure data through a number of KPIs, described on pages 16-17, including: #### 64.4 million data customers 58.6% 4G penetration of data customers #### Our progress We’ve continued to expand our distribution network to get closer to customers and increase our visibility, developing our infrastructure and growing our customer base. We expanded our ecosystem of customer activation outlets from over 304,200 to over 363,800 this year, while continuing to enhance our digital distribution capability, and remaining focused on MyAirtel app and other self-serve functionality. Fast, effective digital onboarding is a continuing priority, bringing new customers to our service in ways that are 100% compliant with local Know Your Customer (KYC) requirements while being as efficient as possible, including by recording biometric information where this is a requirement. Most onboarding processes are achieved in five minutes or less. Our customer base grew by 9.0% to #### 152.7 million as of 31 March 2024 How we measure progress We measure distribution through a number of KPIs, described on pages 16-17, including: #### 12.7 million customer net additions #### 1.9 million recharge selling outlets #### 1.4 million Airtel Money agents #### Our priorities Increasing smartphone penetration to leverage our 4G network to win or maintain market share Engaging our smartphone users with transparent and affordable offerings that suit all budgets and usage habits Investing in 5G network to be ready for future demands Winning in the wireless home broadband business to address low broadband penetration across Africa Developing innovative products and data solutions for corporate and SME customers through Airtel Business Continuing to focus on data security for our customers in line with our sustainability strategy 27 Airtel Africa plc Annual Report and Accounts 2024 ![]() 28 Airtel Africa plc Annual Report and Accounts 2024 #### Our strategycontinued #### Win with mobile moneyWin with cost We aim to accelerate the digital ecosystem by rapidly enabling Airtel Money services in all our markets, harnessing the ability of a profitable mobile money business to enhance financial inclusion in some of the most ‘unbanked’ populations in the world. We aim to achieve an efficient operating model, leading to an effective cost structure and improved margins. This year we’ve increased our focus on adoption of energy efficient methods to achieve dual objectives: improve cost efficiency and eliminate hazardous waste from our operations by 2040. #### Our progress Despite facing the challenges of high inflation and currency devaluation, particularly in Malawi, Nigeria and Zambia, we’ve widened our customer base and driven increased revenue while substantially increasing the reach and depth of our mobile money offer. Airtel Money is becoming the currency of choice in a number of markets, and our microloan and international money transfer (IMT) products have helped drive revenue, growing by 48% and 29%, respectively. To expand and enhance our IMT business, we’ve formed partnerships with Ria and Remitly. We continue to monitor and adapt to evolving regulatory frameworks, applying strong compliance and data security controls. We’ve also maintained our focus on our distribution network and float availability through our Airtel Money branches and kiosks, which in 2023/24 expanded by 1,200 to reach 49,200. Our customer base grew to 38 million. Airtel Money revenue grew by 32.8% to $837m as of 31 March 2024 How we measure progress We measure mobile money progress through a number of KPIs, described on page 17, including: #### 38 million (24.9%) Airtel Money customer base and penetration $112bn ($262) Airtel Money transaction value and transaction value per customer $2.0 Airtel Money ARPU #### Our priorities Further strengthening our distribution channel of kiosks, mini shops and dedicated Airtel Money branches, so customers can access assured float and cash Build and scale Airtel Money across all our markets Continuing to recruit customers from our mobile services base using recharge as an enabler Make Airtel Money the currency of choice by expanding our mobile money portfolio through additional mobile money services, including merchant payments Enterprise and digital payments , including commercial payments, benefit transfers, loans and savings Developing our fintech services as we move towards providing platform services (loans and international money transfers) Focusing on technology as an enabler and competitive advantage #### Our priorities Rollout of telecommunication sites which are less dependent on carbon fuel through partnerships with towercos and deployment of lithium-ion batteries on our own sites Collaboration with towercos to adopt renewable energy sources , such as solar and other environmentally friendly solutions Deployment of multiband radios on our network to optimise the energy requirement on the sites (as opposed to dedicated radios for each technology/spectrum) Ensuring fail-safe network design with optimal cost structures through multiple fibre routes and high capacity IRUs Increasing availability of digital recharges and self care services STRATEGIC REPORT ![]() 29 Airtel Africa plc Annual Report and Accounts 2024 #### Win with people We aim to be the employer of choice with a diverse and inclusive work environment that continues to foster a culture of high performance, employee wellbeing, skills enhancement and coaching. We have a long-term commitment to our people and our employer brand. #### Our progress As part of our gender balance efforts, we increased our female representation to 28.3% from 26% in the previous financial year. The number of nationalities represented increased from 39 to 43. This helped us bring diversity of thought leadership from different backgrounds into our business. Our Airtel Africa mobility and ‘Women for technology’ programmes continued to play a key role in our succession planning and leadership development, helping us identify and nurture our high-potential talent and build a pipeline of capable leaders. We reviewed and refreshed key leadership roles in several markets to ensure we have the right skills, expertise and perspectives to meet evolving business needs. We continue to push work simplification through automation and digitisation to streamline processes and increase the efficiency and productivity of our teams. 43 nationalities represented at Airtel Africa How we measure progress We measure our progress on people through a number of KPIs, including: Gender : 28.3% women in our workforce, 28.5% women in the Executive Committee (ExCo) at the OpCo level Nationality : employees from 43 nationalities Skills development – $1.2m total investment into training and development programmes in 2023/24 Voluntary attrition – voluntarily attrition rate was 10% #### Our progress Our cost model aims to ensure that we can provide substantial additional capacity to serve customers in all our markets at marginal additional cost. We do this through optimising our network design, a constant focus on value in our inputs and our contracts, and volume optimisation. How we measure progress 48.8% EBITDA margin in 2023/24 #### Our priorities Ensuring we’ve the right people in the right jobs, with the right skills, at the right cost and living our culture Accelerating our diverse pipeline of talent to meet current and future business needs Improving coaching and functional skills through digital and classroom learning and executive leadership coaching, and proprietary programmes such as ‘Women for technology’ and the Airtel Africa mobility programme to drive leadership role readiness and succession planning Automating and digitising our people processes to improve the overall employee experience and accelerate work simplification Continually improving our processes and procedures and evolving our work environment to ensure we remain an attractive employer that recruits and retains the best talent ![]() #### Customer service is at the heart of our success in Zambia. 30 Airtel Africa plc Annual Report and Accounts 2024 STRATEGIC REPORT #### Our strategycontinued ![]() 31 Airtel Africa plc Annual Report and Accounts 2024 #### Our strategy in action Win with data Win with people Win with cost Win with distribution Win with technology Win with mobile money Service to customers was at the heart of this performance. Every one of our customers in Zambia receives 4G coverage or higher – and by offering high-speed, reasonably- priced and reliable data, customer data usage grew by 48.5% in 2023/24. At the same time, our focus on distribution helped drive the usage of Airtel Money services, which now have an annual transaction value that, at $27bn, is almost equal to Zambia’s GDP. In 2023/24, our Airtel Money customer base grew by 21.1%. For our customers, availability, accessibility and affordability are key. We’re proud that 49.5% of mobile money customers are women, supporting the Zambian Government’s national financial inclusion strategy as well as Airtel Africa’s own commitment to the financial empowerment of women. And we’re pleased to see how Airtel Money is enabling entrepreneurs to help foster economic activity across Zambia, with our annual merchant transaction value growing by over 90% in 2023/24. Together, our focus on winning with mobile money, technology and distribution saw Airtel Zambia outgrow inflation and deliver 35% revenue growth in 2023/24 with an EBITDA margin of 63.9%. For more information about our mobile money business, see pages 44-45 35% sustainable CAGR growth over the past five years 70.8% bilateral revenue market share to next competitor Strategy alignment highlighted in red Winning – and repaying – the trust of our customers is a key driver of performance in our markets. In Zambia, where we’ve led the market in mobile services and mobile money for several years, we continued to build on our market presence in 2023/24, growing our overall customer base by 12% and delivering strong margins despite the headwinds of devaluation and inflation. #### Ya lubilo, ya chetekela na mutenga wa pansi. #### Fast, reliable and affordable. Bukata Mtonga Lusaka, Zambia ![]() STRATEGIC REPORT #### Our strategycontinued #### Accelerated growth through Airtel #### Money distribution in the DRC. 32 Airtel Africa plc Annual Report and Accounts 2024 ![]() #### Our strategy in action 33 Airtel Africa plc Annual Report and Accounts 2024 The Democratic Republic of the Congo (DRC) is an underpenetrated market where a young and often unbanked population shows a strong appetite for mobile money services – and where our teams have shown how we can accelerate financial inclusion and grow our Airtel Money business by ensuring customers can easily access our services in more places than ever. In 2023/24, we more than doubled the number of Airtel Money agents in the DRC and transformed the way customers used our recharge services by promoting self-recharge and ensuring our existing recharge selling outlets were also Airtel Money outlets, with SIM cards on sale. We supported the opening of conventional bank branches to increase the availability of cash in remote areas, and harnessed the reach of our voice distribution teams to increase the recruitment and service of customers across the country. As a result, this year our Airtel Money customer base has expanded to beyond 3.6 million from 2.6 million in 2022/23, and Airtel Money revenues in the DRC grew by 31% year on year in 2023/24. At t he same time, our voice and data customer base also benefited from our focus on distribution, with over 1.3 million net customer additions in 2023/24. For more information about our business in Francophone Africa, see pages 42-43 #### Our markets offer the opportunity for rapid growth – provided we retain a sharp focus on delivering our #### strategy, and a relentless emphasis on customer service. Win with data Win with people Win with cost Win with distribution Win with technology Win with mobile money #### Un moyen rapide et sécurisé d’envoyer de l’argent en déplacement en cas de besoin. #### A fast and secure way to send money on the go when needed. Kemi Ndongo Kinshasa, the Democratic Republic of the Congo 31% Airtel Money revenue growth ### 1.3+ million net customer additions Strategy alignment highlighted in red ![]() 34 Airtel Africa plc Annual Report and Accounts 2024 #### Business review ## Markets and performance We report mobile services performance across all our markets and within our three operating regions. We also #### report mobile money performance as a separate segment. STRATEGIC REPORT ![]() 35 Airtel Africa plc Annual Report and Accounts 2024 #### Regional performance (mobile services and mobile money combined) Nigeria – regional performance Revenue $1,504m Constant currency 25.9% Reported currency (29.3%) EBITDA $805m Constant currency 30.8% Reported currency (26.3%) EBITDA margin 53.5% Constant currency 202 bps Reported currency 218 bps ARPU $2.5 Constant currency 19.1% Reported currency (33.1%) East Africa – regional performance Revenue $2,125m Constant currency 24.6% Reported currency 10.1% EBITDA $1,134m Constant currency 23.8% Reported currency 9.8% EBITDA margin 53.3% Constant currency (31) bps Reported currency (13) bps ARPU $2.6 Constant currency 12.4% Reported currency (0.6%) Francophone Africa – regional performance Revenue $1,350m Constant currency 10.3% Reported currency 12.4% EBITDA $620m Constant currency 8.1% Reported currency 10.2% EBITDA margin 46.0% Constant currency (97) bps Reported currency (93) bps ARPU $3.7 Constant currency (1.4%) Reported currency 0.4% #### Consolidated Group performance Revenue $4,979m Constant currency 20.9% Reported currency (5.3%) EBITDA $2,428m Constant currency 21.3% Reported currency (5.7%) EBITDA margin 48.8% Constant currency 14 bps Reported currency (22) bps ARPU $2.8 Constant currency 10.7% Reported currency (13.3%) ![]() 36 Airtel Africa plc Annual Report and Accounts 2024 #### Mobile services #### Meeting the demand for connection, through excellent execution Summarised statement of operations Description Unit of measure Year ended Reported currency change Constant currency change Mar-24 Mar-23 Revenue 1 $m 4,338 4,721 (8.1%) 19.4% Voice revenue $m 2,179 2,491 (12.5%) 11.9% Data revenue $m 1,734 1,787 (3.0%) 29.2% Other revenue $m 425 443 (4.1%) 23.5% EBITDA $m 2,115 2,336 (9.5%) 18.8% EBITDA margin % 48.8% 49.5% (73) bps (26) bps Depreciation and amortisation $m (760) (794) (4.2%) 23.4% Operating profit $m 1,219 1,435 (15.0%) 14.0% Capex $m 693 700 (1.0%) (1.0%) Operating free cash flow $m 1,422 1,636 (13.1%) 30.9% Operating KPIs Mobile voice Customer base million 152.7 140.0 9.0% Voice ARPU $ 1.2 1.5 (19.9%) 2.4% Mobile data Data customer base million 64.4 54.6 17.8% Data ARPU $ 2.4 3.0 (19.4%) 7.3% 1 Mobile service revenue after inter-segment eliminations was $4,330m in the year ended 31 March 2024 and $4,715m in the prior period. Growth % in constant currency Revenue – voice ($m) FY’24 FY’23 2,179 11.9% 11.8% 2,491 Revenue – data ($m) FY’24 FY’23 1,734 29.2% 23.8% 1,787 Revenue $4,338m EBITDA $2,115m Operating profit $1,219m Voice ARPU $1.2 Data ARPU $2.4 Constant currency 19.4% Reported currency (8.1%) Constant currency 7.3% Reported currency (19.4%) Constant currency 18.8% Reported currency (9.5%) Constant currency 14.0% Reported currency (15.1%) Constant currency 2.4% Reported currency (19.9%) #### Business reviewcontinued With data customer penetration of just over 42% in our footprint, we have a huge opportunity to #### connect the unconnected – and supported by our robust business model, we’re ready for this challenge. Anthony Shiner Chief commercial officer STRATEGIC REPORT ![]() 37 Airtel Africa plc Annual Report and Accounts 2024 #### Overview The mobile services sector in sub-Saharan Africa has grown rapidly in recent years – but connectivity and penetration are still relatively low, creating a clear opportunity for our business. Mobile penetration is forecast to reach just 50% by 2030\*, compared to a global average of 73%, and while consumers are quickly adopting smartphones, there is still huge unmet demand for voice and data services. We aim to meet this demand for connection by offering customers transparent voice and data products that meet their needs, and by growing our physical and digital distribution networks so that more customers can access our services. In 2023/24, we expanded our exclusive distribution infrastructure by 37% to over 109,000 outlets, bringing more customers into the reach of our 4G and 5G networks. We continued to invest strategically in our network this year – with 4G now reaching 70.7% of the population, up 4.9% since 2022/23 – supporting our mobile voice business line while giving more people than ever access to data. Affordability and good customer service have been key in a year when many consumers faced cost-of-living pressures – so we continued to offer ‘more for more’, based on our policy of driving our revenue through increased usage rather than higher prices. Our customer base grew by 9% to 152.7 million in 2023/24. \* GSMA report: “The mobile economy sub-Saharan Africa 2023” #### Our performance Overall revenue from mobile services declined by 8.1% in reported currency with growth of 19.4% in constant currency. The constant currency growth was evident across all regions and services. Mobile services revenue grew in Nigeria by 25.8%, in East Africa by 21.5% and in Francophone Africa by 9.2%. Voice revenue grew by 11.9% in constant currency, supported by both customer base growth of 9% and voice ARPU growth of 2.4%. Customer base growth was driven by the expansion of our network and distribution infrastructure. The voice ARPU growth of 2.4% was supported by an increase in voice usage per customer of 5.2%, reaching 286 minutes per customer per month, with total minutes on the network increasing by 14.9%. Data revenue grew by 29.2% in constant currency, driven by both customer base growth of 17.8% and data ARPU growth of 7.3%. The customer base growth was recorded across all the regions supported by the expansion of our 4G network. 95% of our total sites are now on 4G, compared with 90.3% in the prior period. 5G is operational across six countries, with 1,034 sites deployed. In Q4’24, data usage per customer increased to 5.7 GB per customer per month (from 4.6 GB in the prior period). In the full year ended 31 March 2024, data revenue contributed to 40% of total mobile services revenue, up from 37.8% in the prior period. EBITDA was $2,115m, declined 9.5% in reported currency and up by 18.8% in constant currency. The EBITDA margin declined by 73bps to 48.8%, a decline of 26bps in constant currency. Operating free cash flow was $1,422m, up by 30.9% in constant currency, due to the increased EBITDA. ![]() #### Nigeria – #### mobile services #### Growing our customer base despite turbulent times Other market participants MTN Globacom 9 Mobile MAFAB Communication #### Business reviewcontinued Summarised statement of operations Description Unit of measure Year ended Reported currency change Constant currency change Mar-24 Mar-23 Revenue $m 1,503 2,128 (29.4%) 25.8% Voice revenue 1 $m 711 1,053 (32.5%) 19.6% Data revenue $m 654 884 (25.9%) 32.1% Other revenue 2 $m 138 191 (27.9%) 30.6% EBITDA $m 811 1,101 (26.3%) 30.9% EBITDA margin % 54.0% 51.7% 226 bps 209 bps Depreciation and amortisation $m (264) (344) (23.3%) 38.2% Operating profit $m 509 721 (29.4%) 25.4% Capex $m 252 293 (13.9%) (13.9%) Operating free cash flow $m 559 808 (30.8%) 68.6% Operating KPIs Total customer base million 50.9 48.4 5.3% Data customer base million 27.4 23.8 14.9% Mobile services ARPU $ 2.5 3.8 (33.2%) 19.0% 1 Voice revenue includes inter-segment revenue of $1m in the year ended 31 March 2024 and in the prior period. Excluding inter-segment revenue, voice revenue was $710m in year ended 31 March 2024 and $1,052m in the prior period. 2 Other revenue includes inter-segment revenue of $2m in the year ended 31 March 2024 and in the prior period. Excluding inter-segment revenue, other revenue was $136m in year ended 31 March 2024 and $189m in the prior period. Growth % in constant currency Revenue $1,503m EBITDA $811m Operating profit $509m ARPU $2.5 Constant currency 25.8% Reported currency (29.4%) Constant currency 30.9% Reported currency (26.3%) Constant currency 25.4% Reported currency (29.4%) Constant currency 19.0% Reported currency (33.2%) Revenue ($m) FY’24 FY’23 1,503 25.8% 20.3% 2,128 EBITDA ($m) FY’24 FY’23 811 54.0%\* 51.7%\* 1,101 Revenue split Others 9% Voice 47% Data 44% \* EBITDA margin % #### Operating in Nigeria is a unique growth opportunity for us – and our work to improve our service #### and support customers in difficult times has helped us grow our customer base in a highly competitive environment. Carl Cruz Managing director and CEO Airtel Nigeria 38 Airtel Africa plc Annual Report and Accounts 2024 STRATEGIC REPORT ![]() 39 Airtel Africa plc Annual Report and Accounts 2024 #### Overview Nigeria is our largest single country market – and one of our most exciting. The population is young with 70% of people under 30, and mobile penetration is still growing – as is the appetite for fast, affordable data and reliable mobile services. We see a bright digital future ahead, and we’re continuing to reach more customers through our reliable 4G network and our 235 operational 5G sites. Our customers, like most people in Nigeria, have experienced a turbulent year economically. We describe the significant impact of devaluation and inflation on our own financial performance below, but we have also worked hard to retain and win customers by improving their experience of our services at a time when cost-of-living pressures have been very strong. We improved the reliability of our services through increased radio network availability (RNA) and focused on specific user experience metrics such as better buffering for video users. At the same time, we placed a keen focus on refining our distribution network to achieve growth in our customer base in both rural and urban settings – our customer base grew by 5.3%, in a year in which the Nigerian market has become even more competitive. For mobile-first customers who need data, affordable smartphones are a necessity – so we were pleased with the progress of our partnership with smartphone-maker ITEL which launched its 4G A60 and 5G P55 smartphone models with an Airtel SIM card installed as part of an exclusive deal with Airtel Nigeria. We also made progress in implementing government KYC directives: these now require the full barring of all MSISDNs (Mobile Station International Subscriber Directory Numbers) without National Identification Numbers (NIN), as well as verification of all NINs used for SIM registration against the national database. All relevant directives have been, and will be, complied with and we continue to engage with the relevant authorities to accelerate the verification process to minimise the risk of service disruption to our customers. Over the period, there were several structural changes in the FX market in Nigeria which contributed to a significant devaluation of the naira (from NGN461 per US dollar to NGN1,303 on 31 March 2024). This had a material impact on our reported currency revenue, EBITDA and finance costs during the period. For further information about the financial impact of the devaluation, see our financial review on page 50 For further information about the opportunity in Nigeria, see our market environment section on pages 18-19 #### Our performance Revenue grew by 25.8% in constant currency, with growth accelerating to 34.1% in Q4’24, largely driven by strong data demand. In reported currency, revenues declined by 29.4% to $1,503m on account of the 97.1% average devaluation of the Nigerian naira. The constant currency revenue growth was driven by both customer base growth of 5.3% and ARPU growth of 19%. Q4’24 reported currency revenues declined by 51% reflecting the impact of Nigerian naira devaluation during the period. Voice revenue grew by 19.6% in constant currency, driven by both customer base growth of 5.3% and voice ARPU growth of 13.2%. Data revenue grew by 32.1% in constant currency, as a function of both data customer and data ARPU growth of 14.9% and 14%, respectively. Data usage per customer increased by 25.4% to 6.3 GB per month (from 5 GB in the prior period). Our continued 4G network rollout has resulted in nearly 100% of all our sites delivering 4G services. Furthermore, 235 5G sites are now operational. Other revenues grew by 30.6% in constant currency, contributed by growth in messaging and value-added services coupled with 32.8% growth in leased line revenue. EBITDA was $811m, declined by 26.3% in reported currency, but increased by 30.9% in constant currency. The EBITDA margin increased by 226 bps to 54%. During the period, there was a one-time opex benefit of $7m on account of VAT refunds on tower rentals. Excluding this benefit, the FY’24 EBITDA margin would have increased by 180 bps. The increase in EBIDTA margin was primarily due to the growth in constant currency revenues, supported by continued cost efficiencies. The Q4’24 EBITDA margin of 52.2% – below the FY’24 EBITDA margin of 54% – reflects the recent increase in diesel costs. Diesel prices have increased significantly in Q4’24, but remain volatile. If current levels persist, the full impact will be reflected in future EBITDA margins. Operating free cash flow was $559m, up by 68.6% in constant currency, largely due to the strong EBITDA growth and lower capex in the current period. Transforming lives spotlight Connecting more underserved communities through network expansion In an underpenetrated market such as Nigeria, creating reliable, affordable connections is key – especially, in under-served rural areas. We rolled out 444 sites to accelerate connectivity in the Northern Nigeria region, an area that is still relatively under-connected, meaning that 35% of our network of around 15,000 sites across Nigeria are now in the Northern states. Country-wide, we now cover more than 83% of the population, and 28% of our sites are in rural areas – bringing digital and financial inclusion to communities where they live, often for the first time. We plan to go further, agreeing an expansion of our coverage through a five-year plan with a tower company partner for more tower tenancies and co-tenancies and additional 5G access. In line with our sustainability strategy and our partner’s carbon reduction roadmap, the expansion plan includes measures to reduce the environmental footprint of our sites. ![]() 40 Airtel Africa plc Annual Report and Accounts 2024 #### East Africa – #### mobile services #### Focusing on connection: for customers, communities and our business #### Business reviewcontinued Revenue $1,622m EBITDA $788m Operating profit $452m ARPU $2.0 Constant currency 21.5% Reported currency 7.5% Constant currency 17.1% Reported currency 4.3% Constant currency 11.9% Reported currency (1.5%) Constant currency 9.7% Reported currency (2.9%) Summarised statement of operations 1 Description Unit of measure Year ended Reported currency change Constant currency change Mar-24 Mar-23 Revenue $m 1,622 1,508 7.5% 21.5% Voice revenue 2 $m 851 836 1.8% 14.8% Data revenue $m 621 537 15.5% 31.0% Other revenue 3 $m 150 135 10.6% 26.1% EBITDA $m 788 755 4.3% 17.1% EBITDA margin % 48.6% 50.1% (151) bps (182) bps Depreciation and amortisation $m (287) (260) 10.6% 23.3% Operating profit $m 452 459 (1.5%) 11.9% Capex $m 284 256 10.9% 10.9% Operating free cash flow $m 504 499 0.9% 20.6% Operating KPIs Total customer base million 69.4 62.7 10.7% Data customer base million 26.6 21.9 21.5% Mobile services ARPU $ 2.0 2.1 (2.9%) 9.7% 1 The East Africa business region includes Kenya, Malawi, Rwanda, Tanzania, Uganda and Zambia. 2 Voice revenue includes inter-segment revenue of $1m in the year ended 31 March 2024 and in the prior period. Excluding inter-segment revenue, voice revenue was $850m in year ended 31 March 2024 and $835m in the prior period. 3 Other revenue includes inter-segment revenue of $12m in the year ended 31 March 2024 and $11m in the prior period. Excluding inter-segment revenue, other revenue was $138m in year ended 31 March 2024 and $124m in the prior period. Growth % in constant currency Revenue ($m) FY’24 FY’23 1,622 21.5% 13.4% 1,508 EBITDA ($m) FY’24 FY’23 788 48.6%\* 50.1%\* 755 Revenue split Others 9% Voice 53% Data 38% \* EBITDA margin % Connectivity is at the heart of all Airtel Africa’s activity – both social and commercial. We’re #### continually working towards bridging the digital divide by expanding our network, increasing the availability of our #### services and making it simple and intuitive for our customers to use our products. Apoorva Mehrotra Regional director East Africa Other market participants Kenya – Safaricom and Telkom Malawi – TNM Rwanda – MTN Tanzania – Vodacom, Tigo, Halotel and TTCL Uganda – MTN, UTL and Lyca Zambia – MTN and Zamtel STRATEGIC REPORT ![]() 41 Airtel Africa plc Annual Report and Accounts 2024 #### Overview Steady GDP growth of over 5% means that our six markets in East Africa are some of the strongest economies in Africa. Notwithstanding some disruption from devaluation and inflation this year, the region’s relatively young population of 227 million people retain their appetite for the financial and digital opportunities our services can unlock. We aim to transform lives in our markets by connecting customers, their communities, and our business. One of our values at Airtel Africa is ‘Alive’: for us that means constantly seeking reliable connectivity and improved user experience for our customers. This year that has translated into improving our network coverage to 91.0%, rolling out 1,752 new 4G sites and adding over 2,600 km of fibre. We have acquired additional spectrum in our markets and launched 5G, VoLTE and eSIM services to appeal to all customer profiles. That has helped boost usage increases in voice, data, and our home broadband business, as we describe below. Like all telecom operators, we need to make sure we stay compliant with local regulatory requirements, which constantly evolve. This year we saw developments in KYC requirements in Rwanda, Tanzania and Uganda as described on pages 20-21, which have slowed customer acquisitions, and which we continue to work through. At the same time, we have enjoyed the support of governments in approving infrastructure improvements – for example, agreeing a memorandum of understanding with the Tanzanian government that enables the extension of fibre cable networks, and expanding our network in partnership with the government-led Universal Communications Service Access Fund (UCSAF). The year also saw the approval of our submarine cable licence in Kenya, and the launch of 5G in Zambia and Tanzania. In Rwanda, we worked with the government on ConnectRwanda 2.0, a transformative initiative that aims to put affordable, high- speed 4G LTE smartphones in the hands of one million Rwandans by the end of 2024 – an initiative generously supported by Netflix chairman and co-founder, Reed Hastings. For more information about this initiative, see our sustainability strategy on page 56. This year also provided a reminder of the importance of Airtel Africa’s commitment to reducing carbon emissions, and the urgency of the global effort on climate action. Many of our customers and neighbours work in agriculture, which has been seriously affected by extreme weather events, including severe floods in Malawi and Zambia. Flooding also had an impact on our field teams’ ability to supply retailers in Kenya, Tanzania, Rwanda and Uganda. We continue to put mitigation plans in place to support customers, employees and our distribution network. For more information about how we manage our risks, see pages 72-79 #### Our performance East Africa revenue grew by 7.5% in reported currency to $1,622m, and by 21.5% in constant currency. The constant currency growth was made up of voice revenue growth of 14.8%, data revenue growth of 31% and other revenue growth of 26.1%. The differential in growth rates is primarily explained by the average devaluation in the Zambian kwacha (25.1%), Malawi kwacha (32.6%) and Kenya shilling (20.4%). Voice revenue grew by 14.8% in constant currency, driven by both customer base growth of 10.7% and voice ARPU growth of 3.6%. The customer base growth was largely driven by the expansion of both our network coverage and our distribution network. Voice ARPU growth of 3.6% was supported by an increase in voice usage per customer of 6% to 407 minutes per customer per month, partially offset by the interconnect rate reduction in Tanzania and Rwanda. Data revenue grew by 31% in constant currency, largely driven by data customer base growth of 21.5% and data ARPU growth of 4.2%. Our continued investment in the network and expansion of 4G network infrastructure helped us grow both the data customer base and usage levels. 96.4% of our East Africa network sites are now on 4G, compared with 90.4% in the prior period. Furthermore, we have 799 5G sites in Kenya, Tanzania, Uganda and Zambia. In Q4’24, total data usage per customer increased to 5.1 GB per customer per month, up by 20.1%. EBITDA increased to $788m, up by 4.3% in reported currency and up by 17.1% in constant currency. EBITDA margin at 48.6%, declined by 151 bps, primarily impacted by rising fuel prices in several key markets, with the biggest impact being witnessed in Q4’24. Operating free cash flow was $504m, up by 20.6% in constant currency, due largely to EBITDA growth, partially offset by increased capex. Transforming lives spotlight Airtel Kenya – serving more data customers than ever Winning with data is critical to success in East Africa – and our Kenya market is showing how a strong network and dedicated distribution teams can meet customers’ powerful appetite for connection. Our data customer base in Kenya has now grown to 8.4 million. Smartphone penetration has been key, enabling more customers to take advantage of the investments we’ve made in spectrum and network across the country, including 5G capacity, which serves the growing home broadband market. And by constantly improving how our distribution teams work, including through the adoption of digital tools and focusing on affordability, we achieved 1.9 million net customer additions in 2023/24 – that’s 2.5 times as many as in 2022/23, and more than five times the number of new customers we added in 2021/22. Listening to our customers is a cornerstone of our business. Everyone wins together. Ashish Malhotra Managing director, Airtel Kenya ![]() 42 Airtel Africa plc Annual Report and Accounts 2024 #### Francophone Africa – #### mobile services #### A mobile-first market where data is driving growth #### Business reviewcontinued Revenue $1,213m EBITDA $512m Operating profit $255m ARPU $3.3 Constant currency 9.2% Reported currency 11.3% Constant currency 4.7% Reported currency 6.9% Constant currency (2.0%) Reported currency 0.0% Constant currency (2.4%) Reported currency (0.6%) Summarised statement of operations 1 Description Unit of measure Year ended Reported currency change Constant currency change Mar-24 Mar-23 Revenue $m 1,213 1,090 11.3% 9.2% Voice revenue 2 $m 622 607 2.4% 0.4% Data revenue $m 459 366 25.4% 22.9% Other revenue 3 $m 132 117 13.5% 12.3% EBITDA $m 512 480 6.9% 4.7% EBITDA margin % 42.2% 44.0% (176) bps (182) bps Depreciation and amortisation $m (209) (190) 10.4% 8.3% Operating profit $m 255 255 0.0% (2.0%) Capex $m 157 151 3.9% 3.9% Operating free cash flow $m 355 328 8.2% 5.1% Operating KPIs Total customer base million 32.3 28.9 11.8% Data customer base million 10.4 8.9 16.0% Mobile services ARPU $ 3.3 3.3 (0.6%) (2.4%) 1 The Francophone Africa business region includes Chad, Democratic Republic of the Congo, Gabon, Madagascar, Niger, Republic of the Congo and the Seychelles. 2 Voice revenue includes inter-segment revenue of $3m in the year ended 31 March 2024 and in the prior period. Excluding inter-segment revenue, voice revenue was $619m in year ended 31 March 2024 and $604m in the prior period. 3 Other revenue includes inter-segment revenue of $3m in the year ended 31 March 2024 and in the prior period. Excluding inter-segment revenue, other revenue was $129m in year ended 31 March 2024 and $114m in the prior period. Growth % in constant currency Revenue ($m) FY’24 FY’23 1,213 9.2% 11.9% 1,090 EBITDA ($m) FY’24 FY’23 512 42.2%\* 44.0%\* 480 Revenue split Others 11% Voice 51% Data 38% \* EBITDA margin % #### Our efforts to deliver exceptional services and drive digital transformation have brought us solid customer and revenue growth, despite political and economic headwinds. We look forward to continuing our journey of #### growth and innovation, as well as empowering communities in all the markets we serve. Anwar Soussa Regional director Francophone Africa Other market participants Chad – Maroc, Sotel The DRC – Vodacom, Orange and Africell Gabon – Moov (Maroc Telecom) Madagascar – Orange and Telma Niger – Zamani, Moov (Maroc Telecom) and Niger Telecom Republic of the Congo – MTN The Seychelles – Cable & Wireless and Intelvision STRATEGIC REPORT ![]() 43 Airtel Africa plc Annual Report and Accounts 2024 #### Overview The seven countries in our Francophone Africa segment are home to more than 187 million people, most of whom reach for mobile services as the first – and often only – way to connect with each other, their communities, and the wider economy. By supporting and growing our customer base, we have been able to grow revenue this year despite a challenging operating environment. Conditions have been difficult for customers facing economic or political disruption, including currency devaluation in the DRC and changes in government in Chad, Gabon and Niger – and at times for our teams, who have wrestled supply chain issues, currency shortages and a volatile market. But as we set out below, we have delivered an expanded network, increased data capacity and great customer service. At the same time, we’ve been able to deliver on our purpose as a business that transforms lives, including through our work with UNICEF in Gabon, our support of displaced persons in the DRC and the expansion of digital inclusion in Madagascar, enabled by our network extension. What is clear across Francophone Africa is that there is huge demand for data, voice and mobile money services; usage across all segments continued to grow this year, and data usage in particular is growing fast. We’ve welcomed 1.4 million new data customers, and grown our overall customer base by 11.8%, bringing digital and telecoms inclusion to more people and communities, and providing essential services to more customers than ever. #### Our performance Revenue grew by 11.3% in reported currency and by 9.2% in constant currency. Higher reported currency growth as compared to constant currency is due to the appreciation in the Central African franc by 4.1%, partially offset by a 6.6% devaluation in the Madagascar ariary. Voice revenue grew by 0.4% in constant currency, as customer base growth of 11.8% was partially offset by a decline in voice ARPU. Voice ARPU was negatively impacted by interconnect rate reduction in the Republic of the Congo and Niger while the customer base growth was driven by expansion of both network coverage and distribution infrastructure. Data revenue grew by 22.9% in constant currency, supported by customer base growth of 16%. Increased data usage across the network supported ARPU growth of 2.9%. Our continued 4G network rollout supported an increase in total data usage of 49.1%. Data usage per customer increased by 24.8% while Q4’24 data usage per customer increased to 4.6 GB per month (up from 3.8 GB in the prior period). EBITDA at $512m, increased by 6.9% and 4.7% in reported and constant currency, respectively. The EBITDA margin declined to 42.2%, a decline of 182 bps in constant currency. The EBITDA margin decline was mainly due one-time opex benefit of $19m in the prior period. The EBITDA margin in Q4’24 was impacted by an increase in fixed frequency fees in a key market combined with a slowdown in revenue growth in key markets. Operating free cash flow was $355m, increased by 5.1% in constant currency, due to the increased EBITDA, partially offset by increased capex. Transforming lives spotlight Bringing submarine connections to a landlocked market – Niger In uncertain times, people need mobile connectivity and data more than ever. Political unrest unsettled the operating environment in Niger this year, but we were able to adapt and adjust our strategy to ensure that we continued to deliver essential services while growing our customer base and revenues. Niger has no sea coast of its own – limiting access to the network of submarine cables that can transform fibre connectivity. We pressed ahead with connecting Niger overland to submarine cable landings in neighbouring countries, while upgrading fibre within Niger’s borders. This was part of our upgrade of capacity in Niger that continued in 2023/24, which has brought 68% of sites onto our 4G network. Combined with attractive bundle offers that helped boost smartphone penetration, and our focus on business and service continuity, we grew our data customer base and saw data revenues increase by 30%. This growth was supported by our continuing focus on distribution. We increased the number of recharge and activating outlets substantially over the year, reaching more customers than ever and growing our base by over 10%. This helps us continue to play an important role in connecting people across Niger to each other, and to the financial and digital economies. #### For a landlocked country such as Niger, connectivity and digital inclusion are critical to our customers #### and communities as well as to the sustainable growth of the economy. Abdellatif Bouziani Managing director, Airtel Niger ![]() #### Business reviewcontinued #### Mobile money #### Expanding financial inclusion and becoming the currency of choice #### Mobile money is fast becoming the currency of choice in many markets, driving financial inclusion and digitising cash economies. Our Airtel Money platform connects 38 million customers to a rich ecosystem that enables transfers, #### payments, collections, disbursements and financial services. Ian Ferrao CEO Airtel Money Revenue $837m EBITDA $436m Operating profit $405m ARPU $2.0 Constant currency 32.8% Reported currency 21.1% Constant currency 39.0% Reported currency 26.8% Constant currency 39.5% Reported currency 27.6% Constant currency 8.6% Reported currency (0.9%) Summarised statement of operations Description Unit of measure Year ended Reported currency change Constant currency change Mar-24 Mar-23 Revenue 1 $m 837 692 21.1% 32.8% Nigeria $m 2 0 – – East Africa $m 635 531 19.8% 36.0% Francophone Africa $m 200 161 24.3% 22.3% EBITDA $m 436 344 26.8% 39.0% EBITDA margin % 52.1% 49.8% 236 bps 234 bps Depreciation and amortisation $m (18) (17) 6.0% 22.7% Operating profit $m 405 318 27.6% 39.5% Capex $m 27 33 (19.5%) (19.5%) Operating free cash flow $m 409 311 31.6% 45.6% Operating KPIs Mobile money customer base million 38.0 31.5 20.7% Transaction value $bn 112.3 88.6 26.8% 38.2% Mobile money ARPU $ 2.0 2.0 (0.9%) 8.6% 1 Mobile money service revenue post inter-segment eliminations with mobile services was $649m in the year ended 31 March 2024 and $540m in the prior year. Growth % in constant currency Revenue ($m) FY’24 FY’23 837 32.8% 29.6% 692 EBITDA ($m) FY’24 FY’23 436 52.1%\* 49.8%\* 344 \* EBITDA margin % S u p p o r t e d b y r e g u l a t o r y , c o m p l i a n c e a n d r i s k m a n a g e m e n t O u r p e o p l e a n d c u l t u r e Airtel Money strategy Expand ecosystem Acquire quality customer Extend merchant network Build enterprise payments Build distribution network Drive app usage and customer experience Technology 44 Airtel Africa plc Annual Report and Accounts 2024 STRATEGIC REPORT ![]() #### Overview Sub-Saharan Africa has led the world in the adoption of mobile money, which is becoming the currency of choice in many of our markets, and the region continues to outperform global averages when it comes to key metrics such as transaction volume growth and new accounts. The digitalisation of formerly cash-based economies is bringing a wide range of benefits to societies and economies – especially to the many people who were previously unbanked and are now empowered by their connection to the financial services ecosystem. Airtel Money is playing an important part in this transformation, helping individuals and businesses of all sizes take advantage of the opportunities presented by mobile money, and continuing to refine and expand our products and services, which include mobile wallet deposits and withdrawals, merchant payments, enterprise disbursements, international money transfers, and loans and savings. As we describe below, we’ve seen excellent results in 2023/24, with 20.7% growth in our customer base, 38.2% growth in transaction value in constant currency and 32.8% growth in constant currency revenues. Distribution remains a key element of our strategy – our exclusive distribution infrastructure expanded by 37% – allowing us to scale up our customer base, which is also fuelled by our ability to recruit existing mobile services customers to mobile money products. In a year when several markets saw challenges around currency devaluations and inflation, this focus on customer recruitment and increased use cases was essential to continuing our track record of growth. There were a number of highlights in the year. ‘P2P’ or person-to-person payments grew by 50%, and international money transfers increased by 40%, helped by our work to expand the receiving corridors for remittances to support partner remittance businesses in using Airtel Money wallets, including Ria and Remitly, which we agreed partnerships with this year. Our microloans services also grew strongly, with more eligible customers and higher loan values. #### Our performance Mobile money revenue grew by 21.1% in reported currency, with constant currency growth of 32.8%. The differential in growth rates is primarily as the result of an average devaluation in Zambian kwacha (25.1%) and Malawi kwacha (32.6%), partially offset by appreciation in the Central African franc (4.1%). The constant currency mobile money revenue growth was driven by revenue growth in both East Africa and Francophone Africa of 36.0% and 22.3%, respectively. In Nigeria, the company remains focused on customer acquisition, with 1.5 million active customers registered for mobile money services in Nigeria at the end of March 2024. Additionally, we added approximately 153,000 agents during the year, reaching almost 205,000 agents as of 31 March 2024. The constant currency revenue growth of 32.8% was driven by both customer base growth of 20.7% and mobile money ARPU growth of 8.6%. The expansion of our distribution network, particularly our exclusive channels of Airtel Money branches and kiosks, supported customer base growth of 20.7%. The mobile money ARPU growth of 8.6% was driven by transaction value per customer growth of 13.1% in constant currency, to $262 per customer per month. Annualised transaction value amounted to $112bn in reported currency, with mobile money revenue contributing 16.8% of total Group revenue during the full year period ended 31 March 2024. EBITDA was $436m, up by 26.8% and 39.0% in reported and constant currency, respectively. The EBITDA margin reached 52.1%, an improvement of 234 basis points in constant currency and 236 basis points in reported currency, driven by continued operating leverage. Transforming lives spotlight Partnering with Mastercard to connect subscribers across the world In August 2023, we announced the launch of a new cross-border remittance service in partnership with Mastercard, which will enable Airtel subscribers across all our 14 markets to send and receive money safely and quickly. Mastercard cross-border services provides a single and secure point of access, allowing our subscribers to arrange transfers with mobile money wallets in more than 145 countries. Winning with mobile money in Malawi Including more people in the financial services ecosystem – and giving them more accessible, affordable ways to use those services – is at the heart of winning with mobile money. In Malawi, Airtel Money is the market leader in this segment, relied on by government agencies and NGOs as well as millions of individuals and businesses – and our performance in 2023/24 continued to go from strength to strength. A sharp increase of 31% in the number of Airtel Money agents in Malawi this year was combined with a strong marketing and visibility campaign, which included highlighting the convenience and speed of recharges and the way remittances can be received directly into Airtel Money wallets. We grew our customer base in Malawi by 19% to 4.7 million in 2023/24, with Airtel Money recharges also growing fast, supporting an overall increase in revenues of 57% year on year in constant currency terms. 45 Airtel Africa plc Annual Report and Accounts 2024 ![]() #### Reimagining business for a digitalised world. 46 Airtel Africa plc Annual Report and Accounts 2024 #### Airtel Business, including data centres #### We want to unlock the potential of Africa’s businesses by fostering an exceptional digital ecosystem through state-of-the-art infrastructure. Our mission is clear: winning business customers for life by #### delivering an unparalleled experience. Oliver Fortuin CEO Airtel Business Unlocking the potential of businesses will be key to the growth of the economies where we operate – and Airtel Business provides organisations of all sizes with the compute, connectivity and collaboration solutions they need to be part of a successful digital economy. Cloud adoption, quote-to-cash systems and other digitalisation trends are transforming the way business is done, and we offer mobile and fixed data services and a comprehensive suite of digital services to major corporates, non-governmental organisations, government departments, diplomatic missions, start-ups and small and medium- sized businesses (SMEs). That is underpinned by our business ICT support, including conferencing and collaboration services, cloud and data centre co-location services, and Airtel Money services. Furthermore, we can provide data sovereignty through our in-country data centres. Transformative progress on data centres, fibre and support for businesses This year we made significant progress. Alongside the transformative launch of our new data centre business, Nxtra by Airtel (see on the right), we launched our Telesonic offer, which leverages Airtel Africa’s 75,400+ km of terrestrial fibre cable assets and access to 12 submarine cables, including the 2Africa cable, to support data centres and other users who need high-speed internet or 5G coverage. Telesonic has now connected Africa overland – a breakthrough project that links Mombasa in Kenya with Muanda in the DRC and will significantly improve communications for customers in the DRC, Kenya, Rwanda and Uganda. We also saw significant growth in our enterprise business, which is particularly targeted at the region’s small and medium- sized businesses, building our fibre or fixed wireless access sales through attractive packages and partnerships that enable bulk messaging services (SMS) and mobile-to-mobile (M2M) services. By supporting our customers, we support opportunities for the people and businesses around us, while also creating value for Airtel Africa: this year, Airtel Business saw over 3x increase in fixed data connections, and our annual revenue grew by 34%. 214% increase in fixed data connections 34% annual revenue growth Transforming lives spotlight Nxtra by Airtel: accelerating Africa’s digital transition Trusted and sustainable data centres are at the heart of a flourishing digital economy – and key to meeting the hunger for data in our markets. In December 2023, we launched Nxtra by Airtel, our new data centre business, which will build one of the largest networks of high-capacity data centres in Africa. Coupled with our extensive fibre footprint, Nxtra will offer secure integrated data solutions to international businesses, large African enterprises, start-ups, SMEs and governments. With a first centre now under construction in Lagos, Nigeria, Nxtra will expand to centres in major cities across our markets, boosting digital speeds and capacities and meeting data security and sovereignty requirements while enabling more local cloud services. The Lagos centre will plan 34MW of total power and is expected to be live in mid-2025 – another big step on a journey to unlock our markets’ digital potential and empower Africa’s tech entrepreneurs. STRATEGIC REPORT ![]() 47 Airtel Africa plc Annual Report and Accounts 2024 #### Driving value creation by pioneering digital solutions, enhancing user experiences and boosting efficiency #### across our markets. Digitalisation is a theme that connects every pillar of our ‘Win with’ strategy – and Digital Labs plays an important role in making sure we deliver the innovation and efficiency that will help drive Airtel Africa’s growth. In Digital Labs, we develop and deliver technology platforms and digital products that the wider business can deploy to enhance customers’ experiences, drive financial inclusion, and improve our processes. We work with voice and mobile services, Airtel Money and Airtel Business, and focus on digital consumer products, enterprise product engineering, fintech platforms, telco platforms and data analytics. This year saw a number of projects delivered across the business. In Nigeria, we helped develop a complete application suite to support our mobile money rollout, featuring a consumer app, a sales app for onboarding our SmartCash agents, a retailer app that the agents use to enrol customers and conduct transactions, and a contact centre portal for our call centres. The suite now supports 492,000 monthly users. Across all 14 markets we launched a new sales app, which teams can use to plan field visits and monitor sales performance with the aim of driving further sales. And we also developed e-care, a tool for use by our Airtel Business customers to improve their experience of our service and their ability to self-help on our platforms. We have built on the success of our retailer Tribe app, launched in 2022/23, which began as a tool to assist SIM card sales and swaps, and has now developed additional functionality, supporting home broadband sales in six markets as well as a range of market-specific functions in other countries. And in Rwanda, Digital Labs helped deliver the Airtel products involved in ConnectRwanda 2.0, a project that aims to expand access to affordable smartphones. For more information about digital inclusion in Rwanda, see page 58. #### Our innovative products and technologies help Airtel Africa create value while enhancing customers’ and partners’ #### experience, driving efficiencies in our business, and delivering on our commitment to digitalisation. Jacques Barkhuizen Chief information officer DIGITAL LABS africa #### Digital Labs $112.3bn supported Airtel Money transaction value ### 5.1 million monthly active app customers Transforming lives spotlight Airtel Ads: shaping the communications landscape We’re in the business of connecting people – and in February 2024, we brought businesses in Nigeria closer to their customers through the launch of Airtel Ads, Africa’s first integrated demand-side platform (DSP), which helps advertisers and agencies manage, purchase and optimise digital ad delivery in real time. Airtel Ads draws on the strength of our customer base, reaching consumers on multiple devices and enabling advertisers to engage them through innovative AI technology, supported by our dedicated marketing team, data analytics and native language support. Airtel Ads has the potential to reach a weekly audience 27 billion impressions. Self-service channels help drive growth The rapid evolution of our digital self-service channels – MyAirtel and SmartCash apps – helps customers simplify their journeys and removes pain points so that they have a smoother, more accessible path to financial inclusion. We’ve drawn on AI to keep improving the customer experience, which has helped the apps enable over $3bn of transactional value for more than five million monthly digital active customers in 2023/24 – a growth of 97% year on year. ![]() 48 Airtel Africa plc Annual Report and Accounts 2024 #### Chief financial officer’s introduction to the financial review #### Profit and loss snapshot Description Unit of measure Year ended Reported currency change % Constant currency change % March 2024 March 2023 Revenue 1 $m 4,979 5,255 (5.3%) 20.9% Voice revenue $m 2,179 2,491 (12.5%) 11.9% Data revenue $m 1,734 1,787 (3.0%) 29.2% Mobile money revenue 2 $m 837 692 21.1% 32.8% Other revenue $m 417 437 (4.6%) 23.4% Expenses $m (2,572) (2,694) (4.5%) 20.9% EBITDA 3 $m 2,428 2,575 (5.7%) 21.3% EBITDA margin % 48.8% 49.0% (22) bps 14 bps Depreciation and amortisation $m (788) (818) (3.6%) 23.3% Operating profit $m 1,640 1,757 (6.7%) 20.3% Other finance cost – net of finance income $m (896) (723) 24.0% Finance cost-exceptional items 4 $m (807) – 0.0% Total finance cost 5 $m (1,703) (723) (135.6%) (Loss)/Profit before tax $m (63) 1,034 (106.1%) Tax $m (284) (445) (36.1%) Tax – exceptional items 6 $m 258 161 60.1% Total tax charge $m (26) (284) (90.8%) (Loss)/Profit after tax $m (89) 750 (111.9%) Non-controlling interest $m (76) (87) (12.7%) Profit attributable to owners of the company – before exceptional items $m 380 512 (25.8%) (Loss)/Profit attributable to owners of the company $m (165) 663 (124.9%) EPS – before exceptional items Cents 10.1 13.6 (25.9%) Basic EPS Cents (4.4) 17.7 (124.9%) Weighted average number of shares in Mn 3,751 3,752 (0.0%) Capex $m 737 748 (1.4%) Operating free cash flow $m 1,691 1,827 (7.4%) Net cash generated from operating activities $m 2,259 2,229 1.4% Net debts $m 3,505 3,524 Leverage (net debt to EBITDA) times 1.4x 1.4x Return on capital employed % 23.0% 23.3% (31) bps 1. Revenue includes intra-segment eliminations of $188m for the year ended 31 March 2024 and $152m for the prior period. 2. Mobile money revenue post intra-segment eliminations with mobile services were $649m for the year ended 31 March 2024 and $540m for the prior period. 3. EBITDA includes other income of $21m for the year ended 31 March 2024 and $13m for the prior period. 4. Exceptional items of $807m for the year ended 31 March 2024 relate to derivative and foreign exchange losses following the devaluation of the Nigerian naira ($770m) in June 2023 and three month period ended 31 March 2024 as well as the Malawian kwacha devaluation in November 2023 ($37m), respectively. 5. For more details about finance costs, see the financial review section on pages 51-52. 6. Tax exceptional items of $258m for the year ended 31 March 2024 reflects gain corresponding to exceptional items of $807m on account of derivative and foreign exchange losses (refer point 4). $161m exceptional tax gain in the prior period reflects the recognition of deferred tax credit in Kenya, the DRC and Tanzania. #### We continue to see sustained operating momentum with operating profit up 20.3% in constant currency despite #### macroeconomic headwinds. #### A sharp devaluation of the Nigerian naira during the period impacted our reported results. Jaideep Paul Chief financial officer Revenue $4,979m Constant currency 20.9% Reported currency (5.3%) EBITDA $2,428m Constant currency 21.3% Reported currency (5.7%) Operating profit $1,640m Constant currency 20.3% Reported currency (6.7%) Capex $737m $748m in 2022/23 Basic earnings per share #### (4.4) cents 17.7 cents in 2022/23 STRATEGIC REPORT ![]() 49 Airtel Africa plc Annual Report and Accounts 2024 A resilient business able to seize growth opportunities while managing foreign exchange and macroeconomic volatility We continue to see sustained operating momentum, demonstrating the resilience of our business model and the effective execution of our strategy across all our regions. Mobile money continues to see very strong trends with constant currency revenue growth of 32.8% reflecting continued customer growth and enhancements in the available products and services across the platform. Group revenue in constant currency grew by 20.9%, supporting a 21.3% growth in constant currency EBITDA, despite inflationary pressures from rising fuel prices across a number of markets. However, currency devaluation had a significant impact on our reported currency financial performance, with revenues and EBITDA declining 5.3% and 5.7% respectively. The most significant devaluation was in Nigeria, our largest market, where the naira devalued from NGN461 per US dollar on 31 March 2023 to NGN1,303 per US dollar on 31 March 2024. EBITDA margins have been negatively impacted by approximately 70bps because of the reduced Nigerian contribution to Group revenue and EBITDA following the devaluation. Despite this backdrop, we were able to continue upstreaming cash from various OpCos, including Nigeria, where the year saw challenges in the availability of US dollars. This upstreaming has resulted in a net cash position at HoldCo, and we are fully geared to repay the US dollar bond falling due in May 2024. Our strategy to reduce US dollar debt has also remained on track, with over 83% of OpCo market debt being based in local currency. This balance sheet strength gives us the flexibility to continue executing on the opportunities our markets offer, enabling us to deliver on our ambitions to bridge the digital divide and drive higher financial inclusion. Our four main financial objectives broadly remained the same: 1. Growing our operating profitability We have delivered high double-digit revenue and EBITDA growth in constant currency. Despite significant inflationary cost pressures, particularly fuel price rises in Nigeria and a few other key markets, we have been able to deliver EBITDA margin resilience by focusing on operating efficiencies. In particular, we have seen significant progress in our mobile money segment which saw EBITDA margins rise to 52.1% during the period. Operating profit during the year grew by 20.3% in constant currency, similar to the levels reported in the prior period. 2. Investment for future growth and stable return on capital employed Around 87% of our capex investment in 2023/24 was directed towards growth initiatives which are targeted to enhance network capacity, increase coverage and ensure reliable connectivity. We invested $737m in capex (excluding licence renewal and spectrum acquisition), to improve network capacity and quality, and to reinforce a future-ready network, through IT and cybersecurity to further protect our business from the global threat of cyberattacks, focusing on the areas of application, network, and API security. We also invested $152m in licence renewal and spectrum acquisition costs, including $127m for 3G licence renewal in Nigeria. We monitor the effectiveness of our capex investment through our financial KPI ‘return on capital employed’. Regular monitoring of this KPI helps us track the performance of our assets while also taking long-term financing into consideration. Our return on capital employed remained largely stable around 23% despite foreign exchange headwinds. 3. Strengthening balance sheet through localisation of OpCo debt We continued to localise our OpCo debt, with over 83% of the market debt now in local currency as of 31 March 2024. We have around $680m of cash at HoldCo following strong cash flow generation and upstreaming from key markets. Given this strong cash position, we are fully geared up to repay the HoldCo debt of $550m which is due for repayment in May 2024. Key benefits of localising debt at the OpCo level are protection against foreign exchange headwinds and mitigation against the unavailability of foreign currency in the country. Leverage was 1.4x at the end of the period, same as in the previous period despite continued investments in our network and significant currency devaluation in Nigeria which resulted in lower reported currency EBITDA. 4. Returns to shareholders Returning cash to shareholders through our progressive dividend policy remains a key priority. In line with our dividend policy, we paid an interim dividend of 2.38 cents per share in December 2023. Further, the Board recommended a final dividend of 3.57 cents per share, making total dividend of 5.95 cents per share, which is an increase of 9% compared to the prior year. Additionally, the Board approved a share buy-back programme of up to $100m, which will take place over a period of up to 12 months. On 1 March 2024, we announced the commencement of the first tranche of the buy-back up to a maximum of $50m. During March 2024, the company purchased 7.4 million shares at a total cost of $9m. Basic EPS at negative 4.4 cents was impacted by the derivative and foreign exchange losses in key markets, most significantly in Nigeria and Malawi. EPS before exceptional items was at 10.1 cents, declined 25.9% compared to 13.6 cents in the prior period also impacted by derivative and foreign exchange losses. Outlook The growth opportunity that exists across our markets remains compelling, and we’re well positioned to deliver against this opportunity. We will continue to focus on margin improvement from the recent levels as we progress through the year. We will continue to work on mitigation plans to limit the negative impact of these headwinds, with a particular focus on seeing sustained high revenue growth as well as driving operating efficiencies. Furthermore, we will continue to focus on strengthening our balance sheet through localisation of OpCo debt and increased returns to shareholders. During the reporting period, the currencies in a few of the markets significantly devalued at various stages throughout the year, hence, the impact of devaluation on reported currency revenue and EBITDA has not been fully reflected in the results for the period ended 31 March 2024. Consequently, the full impact of last year’s currency devaluation will be seen in next financial years’ reported revenue and EBITDA. Furthermore, the full impact on EBITDA margin due to the reduction in Nigeria contribution to revenue and EBITDA, is approximately 120bps, out of which 70bps have been factored in to the current financial year and the remaining balance of 50bps is expected in t he next financial year. Our capex outlook (excluding license renewal and spectrum acquisition) for next year is around $725m to $750m, which includes additional investment in our data centre and fibre businesses. Jaideep Paul Chief financial officer 8 May 2024 ![]() 50 Airtel Africa plc Annual Report and Accounts 2024 #### Chief financial officer’s introduction to the financial reviewcontinued #### Performance highlights Operating key performance indicators (KPIs) • Total customer base grew by 9% to 152.7 million, as penetration of mobile data and mobile money services continue to rise, driving a 17.8% increase in data customers to 64.4 million and a 20.7% increase in mobile money customers to 38 million. • Constant currency ARPU growth of 10.7% was largely driven by increased usage across voice, data, and mobile money. • Mobile money transaction value increased by 38.2% in constant currency to reach over $112bn in reported currency. Financial performance • Revenue in constant currency grew by 20.9% while in reported currency revenue declined by 5.3% to $4,979m reflecting the impact of currency devaluation in several key markets, most significantly in Nigeria, our largest market. The Nigerian naira devalued from NGN461 per US dollar as on 31 March 2023 to NGN1,303 per US dollar as on 31 March 2024. • All segments continue to deliver double-digit constant currency growth. Across the Group, mobile services revenue grew by 19.4% in constant currency, driven by voice revenue growth of 11.9% and data revenue growth of 29.2%. Mobile money revenue grew by 32.8%, driven primarilly by continued strong growth in East Africa. • Constant currency EBITDA increased by 21.3% while reported currency EBITDA declined by 5.7% due to the impact of currency devaluation. EBITDA margin was 48.8%, 22bps lower than in the prior period, primarily due to the impact of rising fuel prices and inflationary pressures in some of our key markets. • Loss after tax was $89m, primarily impacted by significant foreign exchange headwinds, particularly the $549m exceptional loss after tax following the Nigerian naira devaluation in June 2023 and three month period ended 31 March 2024 and the Malawian kwacha devaluation in November 2023. • EPS before exceptional items was 10.1 cents, a decline of 25.9%. Basic EPS at negative 4.4 cents compared to 17.7 cents in the prior period. Both EPS before exceptional items and basic EPS were primarily impacted by the significant derivative and foreign exchange losses during the reporting period. Capital allocation • Capex was broadly flat at $737m, marginally below our guidance largely due to a deferral in data cetre investments. In addition, we invested $152m in licence renewal and spectrum acquisition, including $127m for the 3G licence renewal in Nigeria. • Leverage of 1.4x, as of 31 March 2024, was flat from the previous period. The remaining debt at HoldCo is now $550m, falling due in May 2024. Cash at HoldCo was around $680m at the end of the period and the Group is expecting to fully repay the HoldCo debt when due using this cash. • Considering the cash accretion at the HoldCo level, the current leverage and the consistent strong operating cash generation, the Board of directors approved a share buy-back programme of up to $100m which will take place over a period of up to 12 months. On 1 March 2024, we announced the commencement of the first tranche of the buy-back up to a maximum of $50m. During March 2024, the company purchased 7.4 million shares at a total consideration of $9m. The Board of directors has recommended a final dividend of 3.57 cents per share, making the total dividend for the financial year 2023/24 5.95 cents per share. Impact of Nigerian naira devaluation on financial results As we operate in 14 markets across Africa, currency headwinds have often affected our results, but the last year has been exceptional – particularly in our largest market, Nigeria. In June 2023, the Central Bank of Nigeria (CBN) announced structural changes to the operations in the Nigerian Foreign Exchange (FX) market, including the abolishment of segmentation, with all segments now collapsing into the Investors and Exporters (I&E) window and the reintroduction of the ‘willing buyer, willing seller’ model at the I&E window. The decision was taken to improve US dollar liquidity in the market and contribute to a more stable FX market. Furthermore, in January 2024, the FMDQ Securities Exchange, overseeing FX trading in Nigeria, changed its methodology for calculating the Nigerian naira exchange rate, which led to a further devaluation. These events, combined with additional headwinds during the year, contributed to a significant devaluation of the Nigerian naira over the year from 461 per US dollar to 1,303 per US dollar on 31 March 2024. The availability of US dollars in Nigeria has improved significantly over the period. Revenue and EBITDA Despite constant currency revenue and EBITDA growth in Nigeria of 25.9% and 30.8% respectively, the Nigerian naira devaluation had a materially negative impact on reported currency results. The impact of the Nigerian naira devaluation since March 2023 on reported revenue and EBITDA for the period ending 31 March 2024 was $1,042m and $554m respectively. As the US dollar appreciation occurred at various stages during the year, revenue and EBITDA in the reporting period does not reflect the full year impact. As a result, the next financial year reported currency results will continue to reflect the currency headwinds experienced during FY’24. If the closing exchange rate of 1,303 NGN/USD were to be used to consolidate the results of the Group for the year ended 31 March 2024, reported revenue would have declined further by $603m to $4,376m (16.7% YoY decline) as opposed to the 5.3% decline reported. Similarly, EBITDA would have declined further by $324m to $2,104m (18.3% YoY decline) as opposed to the 5.7% decline reported, with an EBITDA margin of 48.1%. EBITDA margins have been negatively impacted by approximately 70bps over the year ended 31 March 2024 because of the reduced Nigeria contribution to Group. Finance costs and profit after tax All US dollar-linked liabilities in Nigeria have been translated at the closing rate of NGN1,303 per US dollar on 31 March 2024, which led to a $1,070m charge to finance costs under ‘derivatives and foreign exchange losses’, out of which $770m has been classified as exceptional. After adjusting for the tax impact, the Nigeria exceptional devaluation impact on finance costs resulted in $520m impact on profit after tax. Nigeria remains our biggest market, fundamental to our overall strategy across Africa. We discuss the opportunity inherent in the Nigerian market in the market environment section on pages 38-39. We continue to look at ways to mitigate against currency volatility on our reported performance by continuing to drive strong constant currency revenue growth, identifying cost optimisation initiatives and reducing our exposure to US dollar liabilities. For more information on currency devaluation sensitivity, see how we manage our risks (internal controls and compliance) on pages 72-79 STRATEGIC REPORT ![]() 51 Airtel Africa plc Annual Report and Accounts 2024 #### Financial review (Loss)/Profit after tax Loss after tax at $89m during the year ended 31 March 2024 was primarily impacted by $549m net of tax impact of the exceptional derivative and foreign exchange losses. Excluding these exceptional losses, profit after tax for the year ended 31 March 2024 was $460m. Basic EPS Basic EPS at negative 4.4 cents during the year ended 31 March 2024 was impacted by the derivative and foreign exchange losses as explained above. EPS before exceptional items and derivative and foreign exchange losses for year ended 31 March 2024 was 18.3 cents as compared to 20.5 cents in the prior period. Leverage Leverage at 1.4x as of 31 March 2024 was flat from the previous year despite our significant investments and currency devaluation in several markets which resulted in lower reported currency EBITDA compared to prior period. The remaining debt at HoldCo is $550m, falling due in May 2024. Cash at HoldCo was around $680m at the end of the period, and the Group is expecting to fully repay the HoldCo debt when due using this cash. #### GAAP measures Revenue Reported revenue of $4,979m declined by 5.3% in reported currency and grew by 20.9% in constant currency, driven by both customer base growth of 9% and ARPU growth of 10.7%. The constant currency revenue growth was offset by average currency devaluations between the periods, mainly in the Nigerian naira (97.1%), the Malawian kwacha (32.6%), the Zambian kwacha (25.1%) and the Kenyan shilling (20.4%), partially offset by appreciation in the Central African franc (4.1%). Mobile services revenue grew by 19.4% in constant currency, supported by growth of 25.8% in Nigeria, 21.5% in East Africa and 9.2% in Francophone Africa, respectively. Mobile money revenue grew by 32.8% in constant currency, driven by revenue growth of 36.0% in East Africa and 22.3% in Francophone Africa, respectively. Revenue ($m) FY’24 FY’23 4,979 (5.3%) 11.5% 5,255 Operating profit Operating profit in reported currency declined by 6.7% to $1,640m. This was due to currency headwinds offsetting both strong revenue growth and continued improvements in operating efficiency across the Group. Operating profit ($m) FY’24 FY’23 1,640 (6.7%) 14.5% 1,757 Revenue Group revenue in reported currency declined by 5.3%, with constant currency growth of 20.9%, which accellerated to 23.1% in Q4’24. Reported currency revenue growth was particularly affected by significant currency devaluation in Kenya, Malawi, Nigeria and Zambia. Group mobile services revenue grew by 19.4%, with voice revenue growth of 11.9% and data revenue growth of 29.2%. In Nigeria, mobile services revenue increased by 25.8%, while in East Africa it grew by 21.5% and in Francophone Africa by 9.2%, respectively. Mobile money revenue grew by 32.8% in constant currency, driven primarily by continued strong growth in East Africa. EBITDA In constant currency, EBITDA increased by 21.3% with EBITDA margin of 48.8%, up by 14bps. Reported currency EBITDA declined by 5.7% to $2,428m reflecting the impact of currency devaluation over the period. Reported currency EBITDA margin remained resilient despite the operating challenges we faced in many markets. Mobile services EBITDA increased by 18.8% in constant currency as operating leverage and cost efficiencies continued to limit the foreign exchange headwinds and inflationary pressures during the year. Mobile money EBITDA margin of 52.1% was up 234bps in constant currency, supporting growth of 39.0%. Finance costs Total finance costs for the year ended 31 March 2024 were $1,703m, primarily impacted by $1,259m of derivative and foreign exchange losses (reflecting the revaluation impact of US dollar balance sheet liabilities and derivatives) as a result of currency devaluation across markets. Finance costs excluding derivative and foreign exchange losses increased from $385m to $444m in the current period primarily reflecting increased debt in the operating companies carrying a higher average interest rate. Out of $1,259m of derivative and foreign exchange losses, $807m were classified as exceptional items as per the company’s policy on exceptional items of which $770m is related to Nigerian naira devaluation and $37m is related to Malawian kwacha devaluation. (Loss)/Profit before tax Loss before tax at $63m during the year ended 31 March 2024 was largely impacted by the $807m exceptional losses. Excluding these exceptional losses, profit before tax for the year ended 31 March 2024 was $744m. Taxation Total tax charges were $26m as compared to $284m in the prior period. Total tax charges reflected an exceptional gain of $258m on account of the Nigerian naira and Malawian kwacha devaluations during the current period compared with deferred tax credit of $161m in the prior period, hence a higher exceptional gain of $97m. Tax charges, excluding exceptional items, were $284m compared to $445m in the prior period. Tax charge of $26m during the year ended 31 March 2024, despite a loss before tax of $63m was due to witholding taxes on dividend by subsidiaries and change in profit mix between various OpCos. ![]() 52 Airtel Africa plc Annual Report and Accounts 2024 #### Financial reviewFinancial reviewcontinued Description Unit of measure Year ended March 2024 Year ended March 2023 Profit before taxation Income tax expense Tax rate % Profit before taxation Income tax expense Tax rate % Reported effective tax rate $m (63) 26 (41.1%) 1,034 284 27.4% Exceptional items (provided below) $m 807 258 – 161 Reported effective tax rate (before exceptional items) $m 744 284 38.3% 1,034 445 43.0% Adjusted for: Foreign exchange rate movement for loss making entity and/or non-deferred-tax-asset operating companies and holding companies $m 57 – 106 – One-off adjustment and tax on permanent difference $m – 24 5 (1) Effective tax rate $m 801 308 38.4% 1,145 444 38.8% Exceptional items 1. Deferred tax asset recognition $m – – – 161 2 2. Derivatives and foreign exchange losses $m 807 258 1 – – Total $m 807 258 – 161 1 $258m exceptional tax gain in the full year period ended 31 March 2024 is a tax gain corresponding to $807m derivative and foreign exchange losses following the Nigerian naira and Malawian kwacha devaluations. 2 $161m exceptional tax gain in the full year ended 31 March 2023 is on account of deferred tax credit in Kenya, the Democratic Republic of the Congo and Tanzania. Total finance costs Total finance costs for the year ended 31 March 2024 were $1,703m, an increase of $980m over the prior period. Finance costs were primarily impacted by $807m of exceptional derivative and foreign exchange losses arising from Nigerian naira and Malawian kwacha devaluation during the period. The Group’s effective interest rate increased to 10.1% compared to 7.7% in the prior period, largely driven by higher local currency debt at the OpCo level, in line with our strategy to move more debt into our operating entities. Taxation Total tax charges of $26m declined from $284m in the prior period. This includes an exceptional gain of $258m due to the devaluations of the Nigerian naira and Malawian kwacha during the reporting period compared to an exceptional gain of $161m in the prior period due to deferred tax credit in Kenya, the Democratic Republic of the Congo and Tanzania. As a result, total tax charges reflected a higher exceptional gain of $97m in the reporting period. Tax charges, excluding exceptional items, were $284m compared to $445m in the prior period. Further, the reported tax charges of $284m is after netting off one-off tax gain of $30m arising from the reversal of deferred tax liability due to a reduction of undistributed retained earnings in Nigeria as an indirect consequence of the impact of the Nigerian naira devaluation in June 2023. Tax charge (before exceptional gain and one-off) is lower by $131m against prior period tax charge mainly on account of decrease in profit in profit making OpCos by $379m. (Loss)/Profit after tax Loss after tax at $89m during the year ended 31 March 2024 was primarily impacted by $549m net of tax impact of the exceptional derivative and foreign exchange losses. Basic EPS Basic EPS at negative 4.4 cents during the year ended 31 March 2024 was impacted by the derivative and foreign exchange losses as outlined above. Net cash generated from operating activities Net cash generated from operating activities was $2,259m, an improvement of 1.4% compared to $2,229m in the prior period. #### Alternative performance measures EBITDA EBITDA of $2,428m declined by 5.7% in reported currency and increased by 21.3% in constant currency. Growth in constant currency EBITDA was led by revenue growth and supported by continued improvements in operating efficiency which limited the impact that inflationary cost pressures had in several markets. The EBITDA margin declined by 22bps to 48.8% in reported currency. Foreign exchange had an adverse impact of $588m on EBITDA as a result of average currency devaluations, mainly in the Nigerian naira (97.1%), the Malawi kwacha (32.6%), the Zambian kwacha (25.1%), and the Kenyan shilling (20.4%), partially offset by appreciation in the Central African franc (4.1%). For more information on currency devaluation sensitivity, see the section on Internal controls and compliance in Managing our risks on pages 72 to 79 EBITDA ($m) FY’24 FY’23 2,428 48.8%\* 49.0%\* 2,575 \* EBITDA margin % Tax The effective tax rate was 38.4%, compared to 38.8% in the prior period, largely due to profit mix changes amongst the OpCos. The effective tax rate is higher than the weighted average statutory corporate tax rate of approximately 32%, largely due to the profit mix between various OpCos and withholding taxes on dividends by subsidiaries. STRATEGIC REPORT ![]() 53 Airtel Africa plc Annual Report and Accounts 2024 Exceptional items The exceptional item of $807m is due to the derivative and foreign exchange losses following the devaluations of the Nigerian naira in June 2023 and three month period ended 31 March 2024, and the Malawian kwacha in November 2023. This has resulted in an exceptional tax gain of $258m compared to an exceptional tax gain of $161m in the prior period due to deferred tax credit in Kenya, the Democratic Republic of the Congo and Tanzania. See note 2.22 of the financial statetements for more details. EPS before exceptional items EPS before exceptional items was at 10.1 cents, declined 25.9% as compared to 13.6 cents in the prior period primarily impacted by the significant derivative and foreign exchange losses in the current reporting period. EPS before exceptional items and derivative and foreign exchange losses was 18.3 cents as compared to 20.5 cents in the prior period, lower on account of translation impact due to devaluation. Description $ cents March 2023 EPS before exceptional items 13.6 Exchange (translation impact) (7.3) Operating profit (constant currency) 7.7 Net finance charges (5.2) Derivative and foreign exchange losses (3.0) Finance charges (excluding derivative and foreign exchange losses) (2.2) Tax 1.2 Others 0.1 March 2024 EPS before exceptional items 10.1 Operating free cash flow Operating free cash flow of $1,691m declined by 7.4%, as a result of lower EBITDA during the period, partially offset by lower capex spend in the reporting period. Leverage Leverage at 1.4x as on 31 March 2024 was flat from the previous year despite our significant investments and currency devaluation in several markets which resulted in lower reported currency EBITDA as compared to the prior period. The remaining debt at HoldCo is $550m, falling due in May 2024. Cash at HoldCo was around $680m at the end of the reporting period, and the Group is expecting to fully repay the HoldCo debt when due using this cash. Leverage March 2024 March 2023 $m xLTM EBITDA $m xLTM EBITDA OpCo debt: 1,831 0.7x 1,629 0.7x – Foreign currency 306 0.1x 594 0.3x – Local currency 1,525 0.6x 1,035 0.4x Less: cash and cash equivalent (288) (0.1x) (304) (0.1x) OpCo net debt 1,543 0.6x 1,325 0.6x HoldCo debt: 550 0.2x 550 0.2x Less: cash and cash equivalent (677) (0.3x) (398) (0.2x) HoldCo net debt (127) (0.1x) 152 0.0x Group net debt (excl. lease liabilities) 1,416 0.5x 1,477 0.6x Lease liabilities 2,089 0.9x 2,047 0.8x Group net debt (inc. lease liabilities) 3,505 1.4x 3,524 1.4x Profit after tax ($m) 750 March ’23 reported profit after tax March ’24 reported profit after tax March ’23 profit after tax excluding exceptional items Operating profit Finance cost Tax March ’24 profit after tax excluding exceptional items March ’24 exceptional items (161) March ’23 exceptional items 589 (173) 460 (89) (117) 161 (549) MARCH 2023 MARCH 2024 ![]() 54 Airtel Africa plc Annual Report and Accounts 2024 #### Financial reviewcontinued Net cash generated from operating activities Particulars March 2024 $m March 2023 $m Change $m EBITDA 2,428 2,575 (147) Other non-cash items – 2 (2) Operating cash flow before changes in working capital 2,428 2,577 (149) Change in working capital 175 49 126 Net cash generated from operations before tax 2,603 2,626 (23) Income tax paid (344) (397) 53 Net cash generated from operating activities 2,259 2,229 30 Net debt bridge Particulars March 2024 $m March 2023 $m Net cash generated from operating activities 2,259 2,229 Cash capex (tangible) (868) (779) Cash capex (intangible) (161) (502) Cash interest (407) (371) Repayment of lease liabilities (324) (279) Dividend paid to non-controlling interests (59) (75) Subtotal (a) 440 223 Dividend to Airtel Africa plc shareholders (212) (195) Proceeds from sale of shares to non-controlling interests 53 – Increase in mobile money wallet balance (207) (86) Others (7) (94) Subtotal (b) (373) (375) Addition of lease liabilities (911) (776) Repayment of lease liabilities 324 279 Translation impact on net debt 539 66 Subtotal (c) (48) (431) Net debt (increase)/decrease d= a+b+c 19 (583) Opening net debt 3,524 2,941 Closing net debt 3,505 3,524 Purchase of intangible assets Purchase of intangible assets of $161m in the current reporting period included payment of $127m for renewal of the 2100 MHz spectrum licence in Nigeria. Purchase of intangible assets of $502m in the prior period included additional spectrum acquisition payment of $317m in Nigeria, $123m in East Africa and $42m in Francophone Africa, respectively. Dividend paid to shareholders Final dividend payment of 3.27 cents per ordinary share for year ended 31 March 2023 was paid during the year and an interim dividend payment of 2.38 cents per ordinary share paid in December 2023. The dividend payments were in line with our progressive dividend policy which aims to grow the dividend annually by a mid-to-high single-digit percentage. The Board recommended a final dividend of 3.57 cents per share for year ended 31 March 2024, amounting to a total dividend of 5.95 cents per share for the current reporting period. Proceeds from sale of shares to non-controlling interests (NCI) Proceeds from sale of shares to NCI is related to issue of 10.89% share capital to minority shareholders in Airtel Uganda, a subsidiary of Airtel Africa plc. Refer to note 5 of the consolidated statement of financial position as set out on page 197 for details. Translation impact on net debt Translation impact on net debt primarily represents the reduction in local currency cash, borrowings and lease liabilities in US dollar terms, arising from devaluation of local currencies (primarily Nigerian naira) against the reporting currency, i.e., US dollar. This impact is included in ‘other comprehensive income – foreign currency translation reserve’ in the consolidated statement of comprehensive income. #### Financial information by service We provide performance data for our mobile voice and data services and Airtel Money in our business reviews on pages 34 to 47. #### Financial information by market We provide performance data for each of our markets in our business reviews on pages 34 to 47. STRATEGIC REPORT ![]() 55 Airtel Africa plc Annual Report and Accounts 2024 #### Consolidated statement of financial position The consolidated statement of financial position is set out on pages 184. Details on the major movements of our assets and liabilities in the year are set out on this page. #### Assets Property, plant and equipment Property, plant and equipment (including capital work in progress) decreased to $2,059m, a decrease of $448m due to depreciation of $406m and $760m of foreign currency translation reserve arising from translation of local currency assets into reporting currency, i.e. US dollar (primarily in Nigeria), partially offset by capital expenditure of $722m, mainly related to the expansion of our network and IT security. Right-of-use assets Right-of-use assets decreased to $1,483m, a decrease of $14m due | to depreciation of $271m and $557m of foreign currency translation reserve arising from translation of local currency assets into reporting currency, i.e., US dollar (primarily in Nigeria), partially offset by $813m capitalisation of the present value of telecommunication towers taken on long-term lease. Other intangible assets Other intangible assets, including assets under development, decreased by $483m to $729m. The decrease is primarily related to $112m of amortisation and $408m of foreign currency translation reserve arising from translation of local currency assets into reporting currency, i.e., US dollar (primarily in Nigeria). Balance held under mobile money trust The balance held under mobile money trust represents the funds of mobile money customers which are not available for use by the Group, and these have increased by $121m to $737m. #### Total equity and liabilities Total equity Total equity decreased to $2,300m, a decrease of $1,508m related to an other comprehensive loss of $1,173m (largely due to foreign currency translation reserve arising from translation of local currency assets and liabilities into reporting currency, i.e., US dollar); $212m dividend to shareholders of Airtel Africa plc; $89m loss for the period and $65m dividend to minority shareholders in subsidiaries. Borrowings Gross borrowings (including short-term borrowings) increased by $237m to $4,462m largely due to higher external debt of $201m at OpCos. Local currency external debt increased by $490m while foreign currency debt decreased by $289m which is in line with our strategy to reduce foreign currency debt. Net debt as of 31 March 2024 was $3,505m. Current liabilities Current liabilities (excluding borrowings) increased by $31m to $2,263m, largely due to the increase in mobile money wallet balance by $140m and derivative instruments by $139m, partially offset by payment of $127m for the renewal of the 2100 MHz spectrum licence in Nigeria and foreign currency translation reserve arising from translation of local currency assets and liabilities into reporting currency, i.e., US dollar. Further details of the Group’s liquidity position and going concern assessment are shown on page 227, Note 31 of the financial statements. Dividends The Board has recommended a final dividend of 3.57 cents per ordinary share for the year ended 31 March 2024. The proposed final dividend will be paid on 26 July 2024 to all ordinary shareholders who are on the register of members at the close of business on 21 June 2024. We will announce more details in due course. We paid an interim dividend of 2.38 cents per ordinary share in December 2023. ![]() 56 Airtel Africa plc Annual Report and Accounts 2024 56 Airtel Africa plc Annual Report and Accounts 2024 ## Transforming lives across Africa Our aim is to transform lives across Africa through increased digital and financial inclusion and access to essential educational resources. Our sustainability strategy sets out clear operational, social and environmental goals that help us deliver this vision. #### Our sustainability strategy Scope 1 and 2 emissions 128,503 tCO 2 e (114,842 in 2022/23) Total energy consumption 244,458,323 kWh (192,097,364 in 2022/23) Population covered by mobile network 80.4% (79.45% in 2022/23) Gender balance 28.3% (26% in 2022/23) #### Sustainability KPIs #### Embedding positive impact in our business growth Airtel Africa’s sustainability strategy is integral to the company’s purpose of transforming lives through digital and financial inclusion and increased access to education. To provide stakeholders with a transparent account of progress, the company has published a separate Sustainability Report 2024. This section offers an overview of our sustainability strategy, supplemented by examples throughout the report showcasing Airtel Africa’s achievements. This demonstrates how sustainability is central to its business strategy and performance. For example, in December 2023, the company celebrated its 150 millionth customer, a testament to success in promoting digital and financial inclusion in sub-Saharan Africa. Additionally, this year the company launched its scope 1, 2, and 3 decarbonisation strategy, and maintained its ISO 27001 and ISO 22301 certifications, highlighting its commitment to world-class data security. It also introduced a Code of Business Ethics for partners and suppliers to drive positive environmental and social change throughout the value chain. People – customers, employees, and communities –are at the heart of Airtel Africa’s ambition to transform lives. With a commitment to diversity and inclusion, it’s initiated ‘Women for Technology’, fast-tracking women into leadership roles. Education remains a priority; in 2023/24 the company provided free internet access to around 1.7 million schoolchildren through its $57 million partnership with UNICEF. The Board and Airtel Africa recognise that significant progress has been made, but much remains to be done. I have every confidence the company will continue to drive innovative programmes to transform lives and futures across Africa. Annika Poutiainen Non-executive director and Board sustainability champion See our Sustainability Report 2024 published on www.airtel.africa STRATEGIC REPORT STRATEGIC REPORT ![]() 57 Airtel Africa plc Annual Report and Accounts 2024 #### Our sustainability strategy framework 57 Airtel Africa plc Annual Report and Accounts 2024 For more information, see our Sustainability Report 2024 as published on www.airtel.africa Airtel Africa’s sustainability strategy was launched in 2021, providing us with a framework through which we can drive social and economic growth for Africa and its people. The framework is built around four pillars to ensure clarity and focus for implementation. Under these pillars, we set out goals and commitments to improve the way we operate and drive the positive impact across our markets. Statement of commitment Airtel Africa is driven by a vision to transform lives across Africa, recognising the continent’s vast, untapped potential. Through our network, products and services, we aim to empower people to embrace opportunity and achieve their potential. We’re dedicated to advancing digital inclusion, financial inclusion and access to education, acknowledging these as key levers for change. Understanding the ambition of our goals, we align with the United Nations Sustainable Development Goals (SDGs) to foster collaboration across sectors for significant, lasting impact. As a signatory of the United Nations Global Compact, we commit to its Ten Principles, embedding responsible business practices in every operation, guided by our ESG policies and systems. Our corporate and sustainability strategies are closely linked, ensuring our mission to transform lives is central to every business decision. We aim to be a catalyst for positive change, and we’re dedicated to creating a brighter and more inclusive future for all of Africa. Recognising the important role we play in environmental protection, we are committed to minimising our impact. Through initiatives aimed at reducing our GHG emissions and promoting a circular economy, we’re working towards a greener, more sustainable future for all. Our business Our people Our community Our environment We are committed to providing sub-Saharan Africa with safe, reliable and resilient telecommunications to drive economic growth and development. Our people are at the heart of our sustainability journey. By fostering an environment of diversity, inclusion and continuous learning, we’re not just investing in our people – we’re nurturing future leaders and innovators who will drive our business forward. Our dedication to supporting communities is brought to life through bridging digital and financial divides, and enhancing access to education. Through strategic partnerships and programmes, we’re opening doors to new possibilities, empowering individuals and communities to shape their own futures. SDG alignment SDG alignment SDG alignment SDG alignment Goals Data security Service quality Supply chain Commitments Diverse and inclusive workforce Training and development Healthy and safe work environment Employee engagement Goals Digital inclusion Financial inclusion Access to education Goals Reduction of GHG emissions Environmental stewardship ![]() 58 Airtel Africa plc Annual Report and Accounts 2024 Digital inclusion in action #### Empowering one million #### Rwandans through our transformational smartphone programme Digital inclusion is at the heart of our sustainability strategy and is one of the most powerful levers we have to transform lives and support the communities and economies in which we work. To drive digital inclusion, we need to make digital services more accessible – both through the expansion of our 4G and 5G networks, and through encouraging the availability and use of smartphones across our 14 markets. We also need to ensure owning and using a smartphone is affordable – which is why we work with manufacturers and handset financing companies on programmes that bring smartphones within reach of customers, and make sure our own data products are consistently good value. These themes have come together this year in an extraordinary programme in Rwanda, where in October 2023 we partnered with the Rwandan government to launch the ConnectRwanda 2.0 initiative. The programme aims to accelerate Rwanda’s digital capability by providing more than a million people in the country with high-speed, cutting-edge LTE smartphones by the end of 2024 – supported by a generous contribution by Reed Hastings, the co-founder and Chairman of Netflix. The affordable smartphones, distributed with Airtel Africa SIM cards and tailored data packages, will be available at a price of 20,000 Rwandan francs ($16.5), with a monthly fee of 1,000 Rwandan francs ($0.8). In addition to the smartphone, subscribers will also enjoy 1GB of data daily and unlimited calls to any network in Rwanda. The initiative is already having a transformational impact. Since launch, smartphone penetration in Rwanda has increased from 21% to 34%, and we intend that the benefits will cross generations, as the initiative joins up with the work we’re doing in Rwanda with the government and UNICEF to support teachers and schools. We’re committed to connecting 100 schools to digital resources – helping teachers to learn digital skills so they can teach them, and digitally empowering the next generation. 85.6% total population covered by 4G network 33.7% smartphone penetration as of 31 March 2024 For more information about our ‘Win with’ strategy, see pages 24-33 #### Our sustainability strategycontinued #### Providing access to quality education in partnership with UNICEF In partnership with UNICEF, we’re pioneering a future where every child in Africa has the key to education right at their fingertips. Our commitment is clear: to transform over one million young lives by 2027 through digital learning. By providing zero-rated access to educational content online to schools in 13 countries, we’re dismantling barriers to learning and unlocking possibilities for children – and for the communities and economies where they live. This initiative has already made significant strides, connecting and empowering thousands schoolchildren with the tools they need for a brighter future. The aim is transformational – nurturing potential, fostering equality and building the foundations for generations to come. This vision was recognised when our efforts in Nigeria, where we connected 960 schools since the launch of our partnership with UNICEF. Airtel Nigeria was honoured with the ‘Partnership of the Year’ award at the 17th Sustainability, Enterprise and Responsibility Awards (SERAs). 960 schools connected to the internet in Nigeria by 31 March 2024 $3.6m financial contribution to UNICEF in support of the programmes to date For more information about our five- year $57m partnership with UNICEF, see our Sustainability Report 2024 on www.airtel.africa Transforming lives in action STRATEGIC REPORT ![]() #### Non-financial and sustainability information statement (NFSI) Reporting requirement Associated risks Our approach Relevant policies Purpose and scope More information and outcomes can be found within Page(s) Environmental matters Climate change (emerging risk) We continue to evaluate the potential impact of climate change on our business operations and on the economies in which we operate. In October 2021, we launched an ambitious sustainability strategy that underpins our corporate purpose of transforming lives. We are committed to reducing our greenhouse gas (GHG) emissions across our operations and, through collaboration with our partners and suppliers, to improve our environmental performance throughout the organisation. • Environmental policy outlines our commitment to the environment and incorporates our policies on climate change, waste disposal, natural resources and water. • Health, safety and environment policy (HSE) outlines our commitment to continual improvement in HSE performance. • Community grievance mechanism outlines our commitment to listen and respond to community concerns arising from our actions or the actions of any of our partners or suppliers. • Code of Business Ethics for partners and suppliers sets our commitment to work with trusted partners and ensure safe practices. We’re setting a target of a 62% reduction in the intensity of our greenhouse gas (GHG) emissions by 2032 and aim to achieve net zero absolute emissions by 2050. • KPIs • Managing our risk • Business review: East Africa • Governing sustainability matters • The Board’s focus in 2023/24 • Our compliance with the UK Corporate Governance Code/role of chair • Stakeholder engagement: ‘Our communities’ • Statement on Section 172 of the Companies Act 2006 • Audit and Risk Committee report • Sustainability Report 2024 (see www.airtel.africa ) • ‘Our journey towards a net zero future’ (see www.airtel.africa ) • Carbon accounting methodology (see www.airtel.africa ) 15-17 72-79 40-41 98 99-107 87 119 71 126-137 Our people (6) Leadership succession planning (principal risk) Our Code of Conduct defines how we do business and extends to employees at all levels as well as to suppliers, partners and all others working with us. It serves as a guide to help colleagues understand the core elements of our policies and how those policies are grounded in our values – Alive, Inclusive and Respectful. We also have policies in areas like anti-bribery and corruption, whistleblowing and data protection setting out the ethical framework that all companies and employees are expected to follow. We have a whistleblowing line allowing any colleague or third party to report a violation of the Code of Conduct, local law or regulation. • Code of Conduct provides a public declaration of how we do business and clarifies expectations from ourselves and those we work with. It also sets the framework for implementation of our corporate policies, guidelines, and procedures. • Responsible marketing policy outlines our commitment to responsible marketing activities, communications, and advertising campaigns. • Health, safety and environment policy (HSE). • Whistleblowing policy is applicable to all employees of Airtel Africa plc and its subsidiaries, including third parties acting for or on behalf of Airtel Africa plc and its subsidiaries. It is established to encourage the disclosure of information by employees and third parties to the Ombudsperson about suspected dangers and wrongdoing. Our purpose and values and behaviours are a vital part of our culture to ensure that through our conduct and decision- making we do the right thing for our business and our stakeholders. • KPIs • Stakeholder engagement: ‘Our people’ • Managing our risk • Nominations Committee: Chair’s statement • Directors’ remuneration report • Sustainability Report 2024 (see www.airtel.africa ) 15-17 115-119 72-79 139 146-165 The following table constitutes our non-financial and sustainability information statement (NFSI) in compliance with Sections 414CA and 414CB of the Companies Act 2006. The information listed is included by cross-reference. Further non-financial information is available in our Sustainability Report 2024 and on www.airtel.africa , including actions we take to manage our environmental and social impact. The due diligence carried out for each policy is contained within each respective policy’s documentation. 59 Airtel Africa plc Annual Report and Accounts 2024 ![]() #### Non-financial and sustainability information statement (NFSI)continued Reporting requirement Associated risks Our approach Relevant policies Purpose and scope More information and outcomes can be found within Page(s) Respect for human rights (3) Geopolitical risks and adverse macroeconomic conditions (principal risk) Airtel Africa conducts its business in a way that respects human rights. This is detailed in our Code of Conduct which underpins everything we do. Our objective is to bring the power of telecommunication technology to promote respect for human rights throughout our markets and communities, across our supply chain and stakeholder groups. Our principles in respecting human rights are based on the United Nations Universal Declaration of Human Rights and the International Labour Organisation’s Declaration on Fundamental Principles and Rights at Work. In 2021, Airtel Africa became a signatory to the United Nations Global Compact (UNGC) initiative, endorsing our commitment to upholding human rights and adhering to the ‘Ten Principles’ related to responsible labour in our policies, operations and procedures. • Human rights policy • Code of Conduct • Code of Business Ethics for partners and suppliers • Whistleblowing policy We are committed to upholding human rights in all aspects of our business and we expect our suppliers, partners and third-party contractors to adhere to similar human rights standards throughout their business operations. • Governance report: ‘Stakeholder engagement’ (Our people’ – Board activities) • Human rights and modern slavery policy statement (see www.airtel.africa ) • Sustainability Report 2024 (see www.airtel.africa ) 114-125 Social matters (3) Geopolitical risks and adverse macroeconomic conditions (principal risk) We’re transforming lives across sub-Saharan Africa through products, services and programmes that foster financial inclusion, drive digitalisation, and empower our 152.7 million customers and their communities. We aim to always act as a responsible business – and to deliver on our promises. That means doing business transparently and with a sound governance structure. It also means being a good partner and an active contributor to society, by creating jobs, paying taxes and respecting the environment. • Stakeholder engagement policy recognises that ongoing engagement and active cooperation with our stakeholders is essential for the company’s strong business performance, achieving and maintaining public trust and confidence in the organisation. • Code of Conduct • Whistleblowing policy Our whistleblowing policy allows colleagues to raise in confidence any workplace concerns concerning behaviour, or anything that endangers colleagues, our partners, or the environment. • KPIs • Section 172 statement • TCFD disclosures • Sustainability Report 2024 15-17 71 63-70 60 Airtel Africa plc Annual Report and Accounts 2024 STRATEGIC REPORT ![]() Reporting requirement Associated risks Our approach Relevant policies Purpose and scope More information and outcomes can be found within Page(s) Anti-bribery and corruption (7) Internal controls and compliance We take a zero-tolerance approach to bribery and corruption. Our policy requires employees, at all times, to act with integrity to ensure that all decisions are based on legitimate considerations. In building and maintaining relationships with various stakeholders, employees should focus on creating trust and mutual respect based on the principles laid down in our Code of Conduct. • Code of Conduct • Anti-bribery and corruption policy • Gift and entertainment policy • Data protection and privacy policy We continue to focus on limiting our potential exposure to bribery and corruption risks by providing mandatory training, reviewing financial records, and developing our policies and procedures. Our contract management system includes mandatory certification to our Code of Conduct and anti-bribery and corruption policy. Each year, every employee must take part in computer-based training on anti-bribery and corruption and our Code of Conduct. Our internal audit team reviews our anti-bribery compliance programme to assess its continued effectiveness. • Audit and Risk Committee Report • Directors’ Report: anti-bribery and corruption; political donations • Online safety (see www.airtel.africa ) 126-137 116-171 Business model (1) Adverse competition and market disruption (principal risk) (3) Cyber and information security threats (principal risk) (8) Technology resilience and business continuity (principal risk) Creating value for our stakeholders: our dynamic business model is underpinned by our sustainability strategy and delivers value to stakeholders while transforming lives through digitalisation and financial inclusion. • Responsible marketing policy The Board is responsible for establishing the company’s purpose and strategy to deliver long-term sustainable success and generate value. • KPIs • Our business model • Section 172 statement • Corporate governance 15-17 22-23 71 94-107 How we manage risk Effective risk management is an essential part of delivering our strategy. It means we can continue to create value for our business and shareholders, and for the millions of people whose lives we help transform. We have established a risk management framework to give us a consistent means of identifying, mitigating, and monitoring risk across all 14 of our OpCos and Group entities. It provides senior management and our Board with oversight over our principal risks and promotes a bottom-up approach to identifying and managing risks across the Group. • Schedule of matters reserved to the Board • Audit and Risk Committee’s terms of reference Our risk management framework and processes are embedded throughout the Group, to give us a consistent means of identifying, prioritising, mitigating, responding to, and monitoring our principal and emerging risks. • TCFD disclosures: climate-related risks • Managing our risk • Audit and Risk Committee Report • Sustainability Report 2024 (see www.airtel.africa ) 63-70 72-79 126-137 61 Airtel Africa plc Annual Report and Accounts 2024 ![]() #### Non-financial KPIs Our performance against non-financial KPIs is tracked using the following metrics: Reporting requirement Associated risks Our approach Relevant policies Purpose and scope More information and outcomes can be found within Page Climate Percentage reduction of our scope 1 and 2 emissions. • ‘Our journey towards a net zero future’ (see www.airtel.africa ) • Carbon accounting methodology (see www.airtel.africa ) • Environmental policy (see www.airtel.africa ) Diversity and inclusion Percentage gender representation and percentage ethnicity representation of our senior management team. • Code of Conduct See pages 144-145 for our FCA disclosure tables Safety Total recordable injury frequency rate (TRIFR). • Health, safety and environment policy • Sustainability Report 2024 (see www.airtel.africa ) Compliance training Percentage of employees who complete anti-bribery and corruption training annually. • Code of Conduct #### Non-financial and sustainability information statement (NFSI)continued 62 Airtel Africa plc Annual Report and Accounts 2024 STRATEGIC REPORT ![]() 63 Airtel Africa plc Annual Report and Accounts 2024 #### Governance Disclose the organisation’s governance around climate-related risks and opportunities. #### Strategy Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning where such information is material. #### Risk management Disclose how the organisation identifies, assesses and manages climate-related risks. #### Metrics and targets Disclose the metrics and targets used to assess and manage relevant climate- related risks and opportunities where such information is material. Airtel Africa is committed to transparency in our disclosure and reporting of all sustainability-related and climate-related risks and opportunities. This is evidenced by the progress we’ve made in complying with the TCFD recommendations and recommended disclosures. We understand that this is a journey, and we are committed to continue to assess, on an ongoing basis, our risk management processes, climate actions and metrics to align with our business, climate risk and opportunities, and the expectations of our stakeholders. This year, our third year of reporting the Group’s climate-related risk and opportunities in line with the TCFD recommendations, reflects the progress that has been made over the past three years. In year one, we carried out a gap assessment of our current position versus each of the TCFD recommendations and laid out a clear action plan over the next three years to address gaps identified. In year two, we focused our efforts on addressing these gaps, including completing a robust scenario analysis testing of our climate risks and opportunities with support from The Carbon Trust and a feasibility assessment of our decarbonisation plans. In 2023/24, we continued to build on the work completed in the previous two years with a focus on developing a strategy to achieve net zero across all scopes by 2050. In November 2023, we published our ‘Journey towards a net zero future” which detailed our strategic approach to achieving our decarbonisation ambition. Lots of the work this year has been focused on developing both short-term initiatives and long-term plans in line with our decarbonisation strategy and embedding these plans into our strategic planning and budgeting process. While this important piece of work has commenced, we recognise that it would require continuous review and re-evaluation in line with changing technological advancements in the energy conservation and renewable energy across the markets where we operate. To read about our journey towards a net zero future, visit www.airtel.africa #### TCFD disclosures Airtel Africa is committed to transparency in our disclosure and reporting of all sustainability-related and climate-related risks and opportunities. The climate-related financial disclosures contained in this report are consistent with the TCFD recommendations and recommended disclosures and the ‘Guidance for All Sectors’ as contained in section C of the TCFD Annex except for metrics and targets (b) with respect to disclosure of scope 3 emissions. These disclosures also meet the Climate-related Financial Disclosures (CFD) requirements under the Companies Act. While we’ve published our scope 3 emissions data under the metrics and targets (b) recommendations, our scope 3 data is, and will be, disclosed with a time lag of one year to allow for reasonable verification and accuracy checks of scope 3 emissions data received from our supply chain partners. We rely on our supply chain partners, especially, our towerco partners to extract data with respect to our scope 3 emissions. This data, in most cases, is not readily available and after becoming available, we subject it to some reasonable verification for accuracy before we’re able to publish. We expect to continue working closely with our towerco partners over the next three years to allow for ready access to scope 3 emissions data which will, in turn, allow us to report this data without any time lag. ![]() 64 Airtel Africa plc Annual Report and Accounts 2024 #### TCFD disclosurescontinued #### Our pathway to TCFD-aligned reporting We’ve made significant progress in our climate risk assessment and reporting process in line with the TCFD recommendations. Progress update on planned actions disclosed in last year’s report is outlined below: Airtel Africa response Update on planned actions from last year’s report: TCFD recommendations Compliance to recommendation Planned actions for this year as per our TCFD roadmap Actions taken this year Page(s) Describe the Board’s oversight of climate related risks and opportunities. Describe management’s role in assessing and managing climate- related risks and opportunities. 65 65 Yes Yes Set CRO review as a recurring Board agenda item (via Sustainability Committee and Audit and Risk Committee reports). Sustainability strategy underpins our ‘Win with’ strategy as an enabler to our strategic ambitions. One of the four pillars within our sustainability strategy is our environment pillar which details the Group’s ambition towards our commitment to achieving net zero emissions by 2050 and environmental stewardship. Through the Sustainability Committee, which meets every other month, climate risks and associated mitigation actions and strategic plans are reviewed on an ongoing basis. The Audit and Risk Committee also receives and reviews updates on the Group’s CROs as part of its thematic risk review of the company’s risks. Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long term. Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning. Describe the resilience of the organisation’s strategy, taking into consideration different climate- related scenarios, including a 2ºC or lower scenario. 66-67 68 68 Yes Yes Yes Undertake and disclose ‘deep dives’ of prioritised CROs to fully understand financial, business and strategy implications. Disclose how ‘deep dives’ inform formulation of strategic and business planning. Last financial year, the Group conducted scenario analysis of its CROs with support from The Carbon Trust for the purpose of assessing both the impact and the resilience of the business in relation to climate risks. This year, through the Sustainability Committee reviews, deep-dive sessions were conducted with a focus on the strategic planning to achieve our net zero ambition. These sessions were aimed at undertaking feasibility assessments and integration of carbon reduction plans into long-term business planning and budgeting. While this process is still ongoing, these deep-dive sessions have helped the Group further understand the necessary actions required in achieving our net zero targets both in the short- and longer-term horizons. Describe the organisation’s processes for identifying and assessing climate-related risks. Describe the organisation’s processes for managing climate-related risks. Describe how processes for identifying, assessing, and managing climate- related risks are integrated into the organisation’s overall risk management. 69 69 69 70 69 70 Yes Yes Yes Develop processes to monitor the emergence of new CROs and ensure their ongoing integration with existing risk taxonomy – disclose examples of how processes have informed decisions on mitigating actions. Climate risks are being assessed and monitored using the Group’s enterprise risk management framework and mitigation plans in line with our sustainability strategy, are reviewed monthly by the Sustainability Committee. Furthermore, the Audit and Risk Committee reviews climate-related risks and how they impact the achievement of the Group’s strategic plans. For example, key decisions to explore the acceleration of renewable energy sources in some of our markets is predicated on the risk assessment of the impact of rising fuel costs on the Group’s cost structure and profitability goals. This shows how decision-making in relation to business risks and processes is integrated into the Group’s decarbonisation strategy. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process. Disclose scope 1, 2 and, if appropriate, scope 3 greenhouse gas (GHG) emissions and the related risks. Yes Yes Disclose progress against science-based targets. Our GHG emissions for scope 1 and 2 are disclosed in this report, including the metrics used to assess our climate risks. Our scope 3 emissions, however, are disclosed with a time lag of one year: this is to ensure that we can accurately assess and report scope 3 emission data compiled from our partners, mostly the towercos. We’ve initiated an engagement process with our key partners and suppliers for an accurate assessment of our scope 3 emissions and to understand key actions being undertaken by them to achieve their respective emission reductions and align with decarbonisation strategy. Describe the targets used by the organisation to manage climate- related risks and opportunities and performance against targets. Yes Governance Strategy Risk management Metrics and targets STRATEGIC REPORT ![]() 65 Airtel Africa plc Annual Report and Accounts 2024 #### Governance Describe the Board’s oversight of climate-related risks and opportunities The Board has an overall responsibility for the management of our climate-related risks and opportunities (CROs). Our Board maintains this oversight through two of its committees: the Audit and Risk Committee (ARC) and the Sustainability Committee. The Audit and Risk Committee oversees our risk management processes, including the assessment and mitigation of CROs (see pages 126 to 137) for details of our ARC meetings and the frequency of meetings in the year). The Sustainability Committee meets every other month. It oversees the implementation of our sustainability strategy, including the climate response actions set out within the environmental pillar of the strategy. It is responsible for sustainability programmes and initiatives, budget requirements and reviews the development of performance objectives to track the achievement of both short- and long-term goals. The committee’s work also includes the consideration of climate impact with respect to the Group’s capital expenditure (capex) in line with the Group’s sustainability strategy as approved by the Board. During the year, there were no acquisitions or divestments in the Group’s business but, in case of any such event, appropriate climate consideration will fall within the remit of the committee’s work. Our CEO currently chairs the Sustainability Committee and attends every Audit and Risk Committee and the Executive Risk Committee (ERC) meetings. He provides a direct link to the management of CROs as does our Board sustainability champion, Annika Poutiainen, who also attends Board, Audit and Risk Committee and Sustainability Committee meetings. Annika reports to the Board on the work of the Sustainability Committee and, together with the CEO, supported by relevant members of the management team, will seek approval for any actions. Describe management’s role in assessing and managing climate- related risks and opportunities Through the ERC, management oversees our risk management processes, including the assessment and development of mitigation actions for CROs. The ERC meets on a quarterly basis. Our Executive Committee (ExCo) ensures that climate actions are integrated into our operational business strategy. The two components of our strategy towards CROs are reduction of GHG emissions and environmental stewardship. In light of this two-pronged approach, our chief technology officer and chief supply chain officer jointly lead ‘Our environment’ pillar of the sustainability strategy. Our comprehensive asset audit shows that energy use from the data centres, network operating centres and infrastructure sites constitute a large percentage of the total energy consumption within our business. So, our chief technology officer oversees the strategy to bring energy-efficient initiatives into our core operational processes. Furthermore, a significant number of our infrastructure sites are owned by towercos and we lease space from them. Our chief supply chain officer leads our efforts to generate climate action from the towerco partners to achieve energy efficiency and reduce GHG emissions. Our head of strategy and sustainability leads our climate-related programmes and ensures a seamless integration between our business strategy and climate response actions. The head of strategy and sustainability reports to the CEO who chairs the Sustainability Committee. Audit and Risk Committee (ARC) Oversees our risk management processes, including the assessment and mitigation of climate-related risks Executive Risk Committee (ERC) Identifies, assesses and develops mitigation actions for climate-related risks Sustainability Committee Responsible for the implementation of our sustainability strategy, including climate response actions within ‘Our environment’ sustainability pillar Executive Committee (ExCo) Ensures integration and implementation of climate-related actions within functional strategy and operating plans Airtel Africa plc Board Overall responsibility for the management of the Group’s climate-related risks Head of strategy and sustainability Responsible for leading the implementation of our sustainability strategy, including its climate-related actions Board Committees Executive management ![]() 66 Airtel Africa plc Annual Report and Accounts 2024 #### TCFD disclosurescontinued #### Strategy: risk and opportunities Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term Following the work on our climate scenario analysis, our climate risks and opportunities are now aligned with our business model and the geographical spread of our operations. In assessing our climate risks and opportunities, we undertook a disaggregated approach. Whereas some physical risks apply to all our markets, there are certain climate risks that are peculiar to specific countries. For instance, the risks of tropical storms and cyclones are localised to Madagascar and Malawi within our country portfolio while the risk of extreme temperature increases, which negatively impact cooling costs, are more significant for countries located in arid regions such as Chad, Niger and parts of Northern Nigeria. These factors were built into our modelling process to ensure we get a credible assessment of our most significant climate risks and they’re prioritised for the attention of our executive management and the Board. Our climate scenario analysis has been conducted looking at three horizons – short, medium and long term. For medium term, we’ve considered a period between 5-10 years as this aligns with the Group’s planning time frame. The Group prepares a ten-year strategic business plan which is used for forecasting purposes and capital investment decisions and aligns with the average life of our regulatory licences and network assets. Additionally, our medium-term carbon intensity reduction target for scope 1 and 2 emissions is set at ten years from baseline which also aligns with this medium-term timeframe. Consequently, we’ve taken timeframes of greater than ten years as ‘long term’ and periods less than five years as ‘short term’ in our scenario modelling. This ensures that our scenario planning periods align closely with our strategic business plans and carbon reduction targets. We’ve assessed each climate risk and opportunity for likelihood, velocity and financial materiality. Category Risk type Nature of impact Planning horizon to address CRO Likelihood, velocity and materiality assessment of CRO Likelihood score Velocity score Financial materiality score Transition risks Customer pressure Change in customer expectations regarding the Group’s climate action leading to a decrease in sales negatively affecting revenues. Medium term (five years) 3 2 NAQ 1 New regulations Introduction of carbon taxes in the Group’s operating markets adversely impacting profitability. Medium term 1 3 2 New regulations Lack of a credible action on climate change could result in increased stakeholder advocacy negatively impacting our operations, and in turn revenues. Medium term 2 2 NAQ New regulations Increase in energy prices for use in logistics, own sites and leased assets in the event carbon taxes are imposed leading to an increase in cost. Medium term 2 3 4 Shareholder/ stakeholder advocacy Increasing requirements for mandatory disclosures of climate performance and climate risks with possible inaction leading to negative sentiments from customers, suppliers and bankers leading to decreased revenues and/or increased cost. Short term (three years) 3 2 NAQ Reputation Damage to brand reputation arising from a perceived lack of action on climate initiatives. Short term 2 2 NAQ Physical risks Flooding Increase in frequency and severity of flooding attributed to rising sea level and/or increases in rainfall could damage our infrastructure, such as data centres, office buildings and tower sites. Long term (ten+ years) 4 3 4 Extreme weather events Increase in frequency and severity of extreme weather events, such as tropical storms, cyclones and typhoons, could result in damage to our infrastructure. Long term 4 3 1 Heat Increase in in temperatures and the duration of high temperatures may result in increased cooling requirements for data centres and, consequently, operating costs in some of our markets. Long term 4 3 1 Business disruptions Loss of of revenue and productivity due to business disruptions attributed to climate-related physical events, such as cyclones, coastal and river flooding. Long term 3 3 5 Opportunities Enhanced market valuation Improved ESG performance will have a positive effect on share price performance and investor perception. Short term 2 2 NAQ Access to capital Increased access to, and lower cost of, sustainable financing options. Short term 2 2 1 Cost efficiency Adopting renewable energy sources, such as solar and other environmentally friendly solutions, will enhance business processes. Medium term 4 3 1 Reputation Improved company reputation will help us to attract and retain customers and employees, reducing customer acquisition and HR-related costs. Medium term 2 2 NAQ 1 NAQ (not assessed quantitatively): suitable parameter not identified for quantitative assessment and analysis was done using qualitative assessment of velocity and likelihood. STRATEGIC REPORT ![]() 67 Airtel Africa plc Annual Report and Accounts 2024 Assessment of CRO Financial thresholds Level Score Threshold Period Likelihood • Score based on the consistency of outcome when comparing current policy scenarios with transition scenarios (or high- temperature scenarios for physical risks). • The more closely aligned the outcomes on a directional basis, the higher the likelihood score. Very high High Medium Low 4 3 2 1 25% 50% 100% Velocity • Score based on the speed of development of external root causes that drive the CRO as assessed under the transition scenarios (or high-temperature scenarios for physical risks). • The speed at which a CRO is evolving and changing as compared to the baseline is also taken into account (e.g., higher the speed, higher the score). Short term Medium term Long term 4 2 1 1-5 years 5-10 years 10+ years Financial materiality • Score based on the estimated negative impact to revenues or costs for risks and positive impact to revenues or costs for opportunities. • Financial impact calculations are performed with the aim of providing a scale of the materiality of each assessed CRO, for the purpose of focusing on the most relevant and important ones. • These initial estimates do not represent an exact prediction of the impact of the CROs, but rather an order of magnitude to facilitate prioritisation. <$10m $10m-$20m $20m-$30m $30m-$50m $50m-$100m $100m-$300m $300m-$400m $400m-$450m $450m-$500m >$500m 1 2 3 4 5 6 7 8 9 10 ![]() 68 Airtel Africa plc Annual Report and Accounts 2024 #### TCFD disclosurescontinued Describe the impact of climate- related risks and opportunities on the organisation’s businesses, strategy and financial planning Our ‘Win with’ strategy incorporates sustainability as a key enabler of each of the strategic pillars. This reflects our ambition to deliver profitable growth in the long term by integrating sustainability into the core of our business strategy as shown on pages 24 to 33. ‘Our environment’ pillar, encompassing climate risks and opportunities, is one of the four pillars of our sustainability strategy. This highlights our focus on our ambition to achieve net zero emissions within our operations and environmental stewardship. Our strategic and financial planning processes are closely aligned with our sustainability strategy and our ambition to achieve net zero emissions across our operations. Specifically, we’ve seen an acceleration of this integration between our strategic plans and climate response actions due to significant fuel price inflation in some of our markets which put a strain on our operating costs. This has allowed us to take significant steps to accelerate our transition planning to renewable energy sources in collaboration with our towerco partners as part of our risk mitigation plans and strategic response to this risk. This example shows that our climate action plan and strategic planning processes are not separate processes but an integrated approach to do what is best for our business, our stakeholders, and the environment. In parallel, we continue to actively participate in industry initiatives, such as the GSMA’s Climate Action Taskforce and the biodiversity subgroup which we co-lead to work with industry peers to find common solutions to address the climate crisis and the challenges being faced by players in the industry in the course of developing credible carbon reduction plans. For more information about our sustainability strategy, see pages 56-62 Describe the resilience of the organisation’s strategy, taking into consideration different climate- related scenarios, including a 2ºC or lower scenario Last year, we conducted a scenario analysis exercise to assess the resilience of our business against the climate risks and opportunities we’re faced with. The scenario testing was done under three scenarios: 1. Current policies scenario – global temperature at c. 3°C (no climate action) 2. High temperature scenario – global temperature greater than c. 3°C (extreme case) 3. Net zero Paris Agreement aligned scenario – global temperature at c. 1.5°C (transition to net zero) Transition risks For transition risk, we tested current policies scenario (no climate action, global temperature at c. 3°C) and net zero Paris agreement aligned scenario (transition to net zero, global temperature at c. 1.5°C). We selected this scenario to test our transition risks as the likelihood of being confronted with transition risks will be higher in a net zero Paris aligned scenario. Our analysis showed that the most material transition risks were: • increases in operating costs arising from direct carbon price (including carbon taxes) on lease assets and network equipment, and • potential introduction of carbon taxes in our operating markets. To mitigate these risks, the Group would need to embrace early adoption of clean energy sources to mitigate the negative impact of increased costs due to higher energy costs driven by direct carbon prices or taxes. Physical risks For physical risks, we tested current policies scenario (no climate action, global temperature at c. 3°C) and high temperature scenario (extreme case, global temperature greater than c. 3°C). We’ve selected the high temperature scenario to test our physical risks because as global temperature continues to rise, so would be negative impact of climate change resulting in extreme weather events capable to causing increasing damage to our physical infrastructure. From this scenario testing, the material physical risks identified were: • increase in river and coastal flooding in our operating markets with the potential to disrupt operations • damage to physical infrastructure and negative impact on revenues • increase in air temperature resulting in increased cooling requirements and, consequently, higher energy costs • extreme weather events such as tropical cyclones peculiar to two of our markets: Madagascar and Malawi. The outcome of this scenario means we would need to implement necessary business resiliency plans to protect our critical physical infrastructure such as data centres and office buildings against the risk of flooding and extreme weather events and develop ways to improve the efficiency of our cooling operations, including sourcing for cleaner source of energy to address increased cooling needs. Opportunities For opportunities, we tested current policies scenario (no climate action, global temperature at c. 3°C) and net zero Paris Agreement aligned scenario (transition to net zero, global temperature at c. 1.5°C). This scenario was considered appropriate as the business will be more likely to benefit from the relevant opportunities of an early transition towards net zero than in a high temperature scenario. Our most significant opportunities were improved cost efficiencies from adopting energy efficient and environmentally friendly technology or energy sources and improvement in share price valuation due to favourable investor sentiments as a result of actions taken by the group to achieve net zero. There has been no significant change in our business requiring a refreshed scenario analysis this year. We will however continue to monitor the evolution of the climate challenge across our business and countries of operations and incorporate these into our scenario planning to ensure our climate response plans are aligned to the challenges faced by our business. STRATEGIC REPORT ![]() 69 Airtel Africa plc Annual Report and Accounts 2024 #### Risk management Describe the organisation’s processes for identifying and assessing climate-related risks We have a robust enterprise risk management process which is uniformly implemented across all our operating subsidiaries. Our process for identifying and assessing climate-related risks follows our established risk management framework. The classification of climate risk has been completed using the TCFD’s recommendations around physical and transition risks. See page 65 for details of our enterprise risk management framework. Our climate risks identification process includes an assessment of existing legal obligations for instance loan covenants, regulatory requirements in our operating jurisdictions and a continuous review of our external context to identify emerging risks themes that could have material impact on our business. As climate change has been recognised by the Board as an emerging risk, this receives the ongoing attention of the Sustainability Committee and the Audit and Risk Committee as part of our risk review process. We mitigate physical climate risks through our business continuity management processes as well as the current initiatives to address climate risks. The details of these initiatives are contained within the environmental pillar of our sustainability strategy – see the Sustainability Report 2024 on www.airtel.africa . Describe the organisation’s processes for managing climate-related risks The Group Executive Risk Committee (ERC) assesses and mitigates climate-related risks, with oversight by the Board through the Audit and Risk Committee and the Sustainability Committee. The Sustainability Committee directly oversees the implementation of our sustainability strategy, including climate- related actions and programmes related to our environmental objectives and meets monthly. Materiality assessment for risk mitigation is carried out on the basis of financial impact as are other business risks. Those risks where financial materiality or impact cannot be readily assessed, are assessed qualitatively. Our head of strategy and sustainability is primarily responsible for the design and implementation of our climate response actions. For a detailed overview of our risk management process and framework, see pages 72-79 . Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s overall risk management The process of identifying and managing climate-related risks follows our existing enterprise risk management framework which allows for a uniform approach across the Group for risk management. However, our process for climate risk assessment and prioritisation departs from our standard enterprise risk management process. We rely on the use of climate risk frameworks such as the TCFD to categorise our climate risks as well as various external climate data sources to assess the drivers of our climate risks and opportunities. We’re supported by The Carbon Trust, one of the leading environmental experts, in developing impact assessment for various climate scenarios. The output feeds back into our risk governance and management processes allowing for a more robust climate risk discussion by our executive management and the Board. While we use impact and likelihood scales for assessing enterprise risk across our business, for climate risks we use three parameters for risk assessment – likelihood, velocity and potential financial impact. We use both qualitative and externally available quantitative data sets as part of our scenario analysis to determine the resilience of the business and for the prioritisation of climate risks. We’ve identified appropriate quantitative metrics for measuring and tracking the impact of climate on our operations, and we will continue to review and identify other suitable metrics to reliably assess and measure our climate risks and opportunities on an ongoing basis. #### Metrics and targets Disclose the metrics used by the organisation to assess climate- related risks and opportunities in line with its strategy and risk management process We use the following metrics to measure and assess the impact of climate-related risks (CROs) and opportunities on our business. We will continue to assess the suitability of additional metrics that can be reliably measured for a more robust assessment of our climate risks and opportunities. We’ve considered cross-industry metrics as per the TCFD implementing guidance and the cross-industry metric we report on currently is our absolute emissions for scopes 1, 2 and 3. We will continue to assess the suitability of reporting on other cross- industry metrics in the future as considered appropriate. Additionally, we do not currently use any internal carbon price for reporting our carbon emissions. Metrics Measure Scope 1 emissions tCO 2 e Scope 2 emissions tCO 2 e Scope 3 emissions tCO 2 e Total energy consumption kWh Disclose scope 1, 2 and, if appropriate, scope 3 greenhouse gas (GHG) emissions, and the related risks Since the launch of our sustainability strategy in October 2021, we’ve been focused on understanding our scope 1, 2 and 3 emissions. We’ve developed internal methodology to accurately capture and report on our scope 1, 2 and 3 emissions. For our scope 1 and 2 emissions data, where dependency on external partners is not required, we’re able to collect and report this data in line with our reporting cycle. For our scope 3 emissions data, which requires collection and verification from external partners, we’re only able to report this with a lag of one year to ensure our scope 3 data has been subjected to reasonable internal verification before it’s reported. Our scope 3 emissions data will be published when the full data is available from our partners, and fully verified. We continue to engage with our partners to ensure full alignment of our climate agenda with their internal plans and commitment. ![]() 70 Airtel Africa plc Annual Report and Accounts 2024 Measure 2021/22 (baseline) 2022/23 2023/24 (current year) Scope 1 emissions tCO 2 e 65,180 67,266 82,871 Scope 2 emissions tCO 2 e 50,539 47,576 45,632 Total scope 1 and 2 emissions tCO 2 e 115,719 114,842 128,503 Scope 3 emissions tCO 2 e 792,336 856,996 n/a\* Total tCO 2 e 908,055 971,838 – \* Scope 3 emissions for 2023/24 will be published with a lag of one year Describe the targets used by the organisation to manage climate- related risks and opportunities and performance against targets We are committed to achieving our net zero ambition by 2050 as was disclosed in our sustainability strategy. This commitment has led to the integration of our long-term planning process in our sustainability strategy to ensure the delivery of our sustainability objective as we deliver on our business objectives. This is reflected for instance in our capital expenditure planning process where our commitment towards renewable energy transition is a key driver in the planning for new sites’ rollout and contract negotiations with our towerco partners, as are other considerations such as cost efficiency in the face of increased fuel price inflation. This integration of our strategic planning process and sustainability strategy is at the centre of our climate response plan to ensure we can deliver on our commitment to transition to net zero within our operations by 2050. We’ve conducted an extensive feasibility study of our decarbonisation interventions and have a near-term target to reduce our carbon intensity by 62% and absolute emissions from our existing assets (before accounting for future business growth and network expansion) by 54% by 2032. We’ve taken a near-term target of 2032 which is ten years from our baseline of 2022. This year, we’ve continued the important work of developing more granular plans to support the actualisation of our broad climate ambition. We expect to report on progress of this exercise in future reporting. We’ve identified specific KPIs which allow us to measure our performance and we will continue to evaluate the identification of other suitable KPIs which are most aligned to our climate risks and opportunities. Members of our ExCo are financially incentivised to reduce our carbon footprint, and our incentive plan includes performance targets against achievement of our broader sustainability strategy of which carbon emission reduction is a key component. The incentives are linked to the delivery of sustainability strategy which cuts across four pillars and nine dedicated workstreams, among them, reduction of GHG emissions and environmental stewardship. These incentives are linked to the key result areas (KRAs) and the long-term incentive plan (LTIP) of our ExCo members as part of the annual performance evaluation process. The incentive plan is designed to ensure continued focus and delivery of year-on- year tactical plans which are important for the delivery of our long-term climate commitments. #### TCFD disclosurescontinued STRATEGIC REPORT ![]() 71 Airtel Africa plc Annual Report and Accounts 2024 Section 172 of the Companies Act 2006 requires the directors to promote the success of the company for the benefit of the members as a whole, having regard to the interests of stakeholders in their decision-making. In making decisions, the directors consider what is most likely to promote the success of the company for its shareholders in the long term, as well as the interests of the Group’s other stakeholders. The directors understand the importance of considering the views of stakeholders and the impact of the company’s activities on local communities, the environment, including climate change, and the Group’s reputation. Examples of how the directors have oversight of stakeholder matters and had regard for these matters when making decisions are included throughout this Annual Report, together with details of strategic decisions and actions which are supportive of this section 172 statement. The table below sets out the areas of this report which demonstrate how the directors have had regard to their section 172 responsibilities. #### Statement on Section 172 of the Companies Act 2006 Section 172 Find out more Page(s) (a) The likely consequences of any decision in the long term Strategic report 1-81 Engaging with our stakeholders 124-125 Sustainability Report – (b) The interests of the company’s employees Strategic report 1-81 Engaging with our stakeholders 124-125 Remuneration Committee report 146-165 Sustainability Report – (c) The need to foster the company’s business relationships with suppliers, customers and others Strategic report 1-81 Engaging with our stakeholders 124-125 Sustainability Report – (d) The impact of the company’s operations on the community and environment Strategic report 1-81 Engaging with our stakeholders 124-125 TCFD disclosures 63-70 Sustainability Report – (e) The desirability of the company maintaining a reputation for high standards of business conduct Risk management 72-79 Engaging with our stakeholders 124-125 Audit and Risk Committee report 126-137 Sustainability Report – (f) The need to act fairly as between members of the company Strategic report 1-81 Engaging with our stakeholders 124-125 Remuneration Committee report 146-165 Sustainability Report – ![]() #### Managing our risk #### Identifying and managing risk The directors have carried out a robust assessment of the company’s principal and emerging risks to comply with Provision 28 of the Governance Code. We’ve designed our risk management framework to give us a consistent means of identifying, mitigating and monitoring risk across all 14 of our OpCos and Group entities. It provides senior management and our Board with oversight over our principal risks and promotes a bottom-up approach to identifying and managing risks across the Group. #### Risk management governance Our Board of directors has overall responsibility for the Group’s risk management framework and processes. Through the Audit and Risk Committee, the Board oversees the Group’s risk management framework and regularly reviews its principal risks as well as emerging risks that may impact the Group. Within that overarching framework, the governance of risk management has been cascaded to various levels across the organisation to allow effective management of the Group’s risks. The framework covers the interplay between risks impacting Airtel Africa as a whole and risks identified at either the OpCo evel (geography-related) or the functional level (business function-related). Our Group Executive Risk Committee (ERC) evaluates and prioritises the principal risks with the potential to undermine our strategy, business model and solvency, in line with our overall risk appetite. The committee also reviews on an ongoing basis the external business environment to identify emerging risks which could potentially have an impact on the Group’s business in the future. Group functional teams identify functional risks cutting across our OpCos to create a consistent Group-wide risk mitigation strategy for similar risks. We operate a similar risk management governance structure at Group level and within our OpCos, with both having an executive risk management committee, and with overall risk management responsibility resting with the respective Boards. Each OpCo identifies risks within their business environment and takes appropriate mitigation actions. The governance of risk management at each OpCo rests with the OpCo Executive Risk Committee (ERC) and the OpCo Board of directors, which is responsible for risk management processes and oversees the respective OpCo’s principal risks and the effectiveness of its mitigation actions. We operate in 14 markets across Africa. Our markets offer both long-term growth opportunities and a diverse range of risks and uncertainties. Managing these risks is an essential part of delivering our strategy. It means we can continue to create value for our business and shareholders, and for the millions of people whose lives we help transform. Ravi Rajagopal Chair, Audit and Risk Committee #### Understanding and managing our risk environment to support the Group’s objectives 72 Airtel Africa plc Annual Report and Accounts 2024 STRATEGIC REPORT ![]() Board – Audit and Risk Committee The Board has overall responsibility for the Group’s risk management processes. Through the Audit and Risk Committee (ARC), the Board oversees the Group risk management framework, approves the Group’s risk appetite, and regularly reviews our principal and emerging risks. The Board maintains oversight of the effectiveness of the Group’s risk management processes through regular reviews of the Group’s principal and emerging risks. This year, the ARC carried out several detailed thematic risk reviews across several functions within the business (see pages 126 to 137 for the ARC chair’s report). Group Executive Risk Committee The Group Executive Risk Committee (ERC) is responsible for the implementation of the risk management framework across the Group. The ERC reviews our significant risks and the progress and effectiveness of mitigation actions, ensuring that the Group operates within its defined risk appetite. The ERC meets quarterly and carries out robust reviews of the Group’s significant risks cutting across its operating markets and functions. It also reviews and discusses emerging risk trends with potential impact on the Group’s business. Functional risk management reviews The Group executive functional heads are responsible for identifying and mitigating risks across the Group within their functional areas. They are responsible for embedding risk management within operational business processes. The Group’s risk register is created from risks identified either by the Group functional heads or the OpCo Executive Risk Committees. The Group functional heads carry out ongoing risk reviews as part of their operational functional processes. These risk reviews address risks within their functions across the Group’s operating footprint. OpCo Executive Risk Committee and OpCo Board The OpCo Executive Risk Committee (ERC) performs a similar role to the Group ERC. It is responsible for implementing the risk management framework in our subsidiaries. It identifies risks within the local environment and mitigation actions to manage those risks. Each OpCo Board has overall responsibility for the risk management process within that OpCo. The OpCo ERC meets on a quarterly basis while the OpCo Boards review the OpCo principal and emerging risks at least on a semi-annual basis. Our risk appetite framework The Group’s risk appetite framework and statement formalises the Group’s risk appetite, tolerance limits and governance oversight processes to ensure that risks across the Group are managed within acceptable limits. Airtel Africa adopts a four-point scale for risk appetite, described below. Airtel Africa’s principal risks Risks impacting the Group’s strategy, business model and solvency Emerging risks Ongoing review of the external environment and potential risks IDENTIFY OpCo Function Risks are identified by analysing external and internal context both at an operating subsidiary and at a Group functional level RISK ANALYSIS Impact/ consequence Likelihood of occurrence RANK Score and prioritise each risk Each risk is then assigned a risk rating based on the likelihood of occurrence and the possible impact/ consequence Risk rating Discuss and validate each risk Identified risks are assessed on Open We strongly accept these risks as they are incidental to the achievement of our business objectives. These risks provide good risk/reward trade-off, and internal competencies exist to manage or exploit these risks effectively. Flexible We’re open to accepting these risks on a justifiable basis. We will consider available options and select the option that provides good returns with an acceptable level of risk in the pursuit of our objectives. Cautious We will accept these risks only if essential, with limited potential for a negative outcome. We prefer to avoid these risks and where these risks are accepted, the risks are carefully measured and monitored. Averse We’re strongly opposed to these risks and prefer to avoid them. We’re not open to any risk/return trade-off and will always accept the lowest risk option for these risks. 73 Airtel Africa plc Annual Report and Accounts 2024 Risk identification process Risk governance ![]() 74 Airtel Africa plc Annual Report and Accounts 2024 #### Managing our riskcontinued Strategic risks Operational risks Financial risks Governance and compliance risks Category Reference in heat map Philosophy/approach Description These are risks arising from changes in our external business environment such as macroeconomic conditions or market/competitive dynamics Risks affecting our ability to effectively operate our business model across a variety of functional areas Risks impacting our liquidity or solvency, financial reporting, or capital structure Risks affecting our ability to comply with our legal, regulatory and governance obligations We operate in 14 countries across Africa with significant market opportunities arising from low penetration of telecommunications and banking services. The Group is bullish on the opportunities that Africa presents and is generally open to taking increased levels of risks to capture these market opportunities. 1 2 3 Delivering on the Group’s strategic objectives requires an effective operating model, execution excellence and operational rigour, with a focus on customer satisfaction across the organisation. This operational excellence will ensure that the Group can continue to deliver incremental revenue growth at minimal marginal costs, resulting in a positive flow-through to profitability. 4 5 6 7 8 The Group is committed to prudent financial management built on a robust system of controls and effective business partnering. The Group is flexible in its risk-taking approach to financial management to support the Group’s strategic growth objectives but averse towards any form of violation of its system of key financial and internal controls. 9 We are committed to complying with laws and regulations in the jurisdictions where we operate, and averse to violations of legal or regulatory obligations. 10 #### How we classify our risks Geopolitical risks and adverse macroeconomic conditions Technology obsolescence Technology resilience and business continuity Leadership succession planning Uncertainty in policy and regulatory environment Exchange rate fluctuations and shortage of foreign currency Risk Changes This is a new principal risk for the Group. In recent times, we’ve seen an increase in global geopolitical tensions and conflicts with the potential to impact the Group’s business directly or indirectly. Additionally, we’re seeing high inflation and rising cost of living in some of our markets, which have the potential to negatively impact the disposable income of consumers. This risk has been dropped as a standalone principal risk and is now part of ‘ Technology resilience and business continuity risk ’. Building a technologically resilient ecosystem that can support the Group’s business operations requires that our technology stack is not only resilient in today’s terms but also future-ready to adapt to changing business needs and environment. This risk has been modified from ‘ Network resilience and business continuity ’. This revised risk description captures the full spectrum of our technological landscape and infrastructure which is critical to our ability to provide best-in-class products and services to our customers while at the same time improving our operational efficiency. The residual risk rating for this risk has been revised downwards as reflected on the heat map. This is attributed to the concerted actions that have been undertaken over the past couple of years to improve our leadership bench strength across the Group particularly through our ‘build’ strategy. While this continues to be a principal risk, we assess the potential business impact of this risk to be lower compared to the previous financial year. This risk has been modified from our previously stated risk of ‘ Uncertain and constantly evolving legal and regulatory requirements and environment ’. This change was necessary to aptly convey the true nature of the risk we face. The Group takes all reasonable effort to comply with its legal and regulatory obligations in all the jurisdictions where it operates. However, in some markets, we’re increasingly faced with the risk of unanticipated changes in the policy environment and legal/regulatory requirements. The residual risk rating for this risk has been revised higher as reflected on the heat map. This financial year, we have experienced higher than usual rates of currency devaluation across some of markets with attendant impact on our financial results. Consequently, the overall risk rating for this risk has been revised to reflect current business realities. #### Changes in principal risks during the financial year Almost certain Likely Possible Unlikely Minor Moderate IMPACT LIKELIHOOD Significant Extreme 1 2 10 3 4 5 6 6 7 8 9 9 Risk heat map (residual risks) Strategic risks 1 Adverse competition and market disruption 2 Digitalisation and innovation 3 Geopolitical risks and adverse macroeconomic conditions Operational risks 4 Cyber and information security threats 5 Increase in cost structure 6 Leadership succession planning 7 Internal controls and compliance 8 Technology resilience and business continuity Financial risk 9 Exchange rate fluctuations and shortage of foreign currency Governance and compliance risk 10 Uncertainty in policy and regulatory environment Currently, all principal risks are within our risk appetite Residual risks 2023/24 2022/23 STRATEGIC REPORT ![]() 75 Airtel Africa plc Annual Report and Accounts 2024 #### Principal risks and mitigation Risk Risk Risk Adverse competition and market disruption Digitalisation and innovation Geopolitical risks and adverse macroeconomic conditions We operate in an increasingly competitive environment across our markets and segments, particularly with respect to pricing and market share. Aggressive competition by existing players or the entry of a new player could put a downward pressure on prices, adversely affecting our revenue and margins, as well as our profitability and long-term survival. The nature and level of the competition we face varies for each of our markets, products and services. Failure to innovate through simplifying the customer experience and developing adequate digital touchpoints in line with changing customer needs and the competitive landscape could lead to loss of customers and market share. We need to continually innovate to simplify our user experience, make our business processes more agile, and develop more digital touchpoints to reach our customers and meet their changing needs. Global geopolitical tensions have the potential to impact our business directly and indirectly. For instance, the war in Ukraine has resulted in a global increase in food and energy prices reflecting the interconnectedness of the global supply chain and the indirect impact on not only the cost of our inputs but also the disposable income of our customers due to rising food prices. Relatedly, in recent years, we’ve seen changes in the political environment of some countries in the west and central part of Africa creating some level of uncertainty in the policy environment. Consequently, adverse macroeconomic conditions such as rising inflation and increased cost of living not only puts pressure on the disposable income of consumers but also increases the cost of inputs for businesses negatively impacting sales and profitability. #### Strategic risks Open Open Flexible Chief commercial officer Chief information officer and chief commercial officer Chief financial officer, chief supply chain officer and chief regulatory officer 1 Ongoing monitoring of competitive landscape and competitor activities. 2 Emphasis on customer experience, affordability, product penetration and development of our product portfolio. 3 The continued growth of our Airtel Money business and the increased penetration of our GSM customers using Airtel Money services helping to increase customer ‘stickiness’ on our network. 4 Simplifying customer experience through self-care and other applications across several customer touchpoints. 1 Rollout of digital apps and self-care channels to simplify customer experience. 2 Focus of Digital Labs on developing cutting-edge digital solutions to address customer needs and solve complex problems using the latest technologies. 3 Simplifying our core IT systems and integration. capabilities to allow for faster deployment of new products and services and integration with third-party applications. 1 Improving the overall resilience of our business through effective strategic investment, optimal operating model, and a solid financial base. 2 Building resilience through our supply chain to minimise the potential disruptions. 3 Ongoing monitoring of external environment and macroeconomic trends to ensure adequacy of risk response plans. 4 Continuous cross-industry engagement on key policy matters. 1 Launch of two new businesses: Nxtra by Airtel to meet the growing demand for data centre capacity on the continent, and Telesonic, a wholesale fibre unit to meet the need for wholesale data (see page 46). Continued investment in spectrum assets through the renewal of 2100 MHz spectrum in Nigeria and acquisition of new spectrum bands in Uganda (see page 21). 1 Continued strengthening of our digital team through the addition of senior staff resource within the team and introduction of digital skills training programmes for OpCos. 2 Establishing the digital shared services function, a dedicated central team of technology and digital experts, which provides support to our core telco and mobile money businesses spanning the full customer life cycle from journey design, product development, rollout and growth. 3 Implementation of modernised technology, deeper integration of machine learning and scaling of agile ways of work across Group and OpCos. 1 Continued diversification of energy sources towards renewable energy through strategic agreement with our towerco partners to reduce the impact of increasing fuel prices. 2 Ongoing engagement with our key stakeholders, including active participation in industry bodies and forums to drive progressive policy development. 3 Continued deleveraging of our balance sheet (see page 49). Key to our strategic pillars Win with technology Win with distribution Win with data Win with mobile money Win with cost Win with people 1 2 3 Description of risk Risk appetite Risk owners How we mitigate this risk Key developments in the year ![]() 76 Airtel Africa plc Annual Report and Accounts 2024 #### Principal risks and mitigationcontinued Risk Risk Risk Cyber and information security threats Increase in cost structure Leadership succession planning Cybersecurity threats through internal or external sabotage or system vulnerabilities could potentially result in customer data breaches and/ or service downtimes. Like any other business, we’re increasingly exposed to the risk that third parties or malicious insiders may attempt to use cybercrime techniques, including distributed denial of service attacks, to disrupt the availability, confidentiality and integrity of our IT systems. This could disrupt our key operations, make it difficult to recover critical services and damage our assets. Averse Chief information officer 1 Security posture assessments and control gap review across the technology stack to identify security solutions and tools to address inherent and emerging risks. 2 Security assessments covering technology infrastructure and applications to identify security risks on a continual basis. 3 Cybersecurity awareness programmes, including mock exercises, such as phishing simulation to evaluate preparedness of employees and effectiveness of security tools. 4 Introduction of customer security awareness initiatives. 1 Onboarding of key controls such as integrated multi-factor authentication with single sign-on, web application firewall, integration of cyber threat intelligence, data loss prevention, security incident response, attack surface management, dark web monitoring, continuous penetration testing and threat management. 2 ISO 27001 and ISO 22301 certification for the SmartCash PSB business. 3 ISO 27001, ISO 22301 annual surveillance certification for all operating entities and the head office. 4 5 6 Adverse changes in our external business environment and/or supply chain processes could lead to a significant increase in our operating cost structure and negatively impact profitability. Our operating costs are subject to supply chain risks, including fluctuations in global commodity prices, market uncertainty, energy costs (such as diesel and electricity), and the cost of obtaining and maintaining licences, spectrum and other regulatory requirements. Prevailing macroeconomic conditions and a variety of other factors beyond our control, such as rising global inflation and the impact of the war in Ukraine on the prices of commodities, also contribute to this risk. To mitigate this risk, the Group continually re-evaluates its operating model and cost structure to identify innovative ways to optimise our costs and improve profitability. During the financial year, there was significant inflation in the price of fuel (diesel) putting pressure on our operating costs, particularly in our Nigeria operation. This fuel price inflation resulted in an opex increase of $245m in the financial year attributed to increases in the cost of diesel. We need to continually identify and develop successors for key leadership positions across our organisation to ensure minimal disruption to the execution of our corporate strategy. Our ability to execute our business strategies depends in large part on the efforts of our key people. In some of the countries in which we operate, there is a shortage of skilled telecommunications professionals. Any failure to successfully recruit, train, integrate, retain and motivate key skilled employees could have a material adverse effect on our business, the results of our operations, financial condition and prospects. Flexible Cautious Chief supply chain officer Chief human resources officer 1 Continuous review of our operating model and supply chain processes to identify cost optimisation opportunities. 2 Rolling out various initiatives to optimise our operating structure to improve business performance. 3 Long-term planning and buying strategies mitigating the effects of short-term disruptions within our supply chain. 1 Leadership development planning through skills and competency assessments for critical roles. 2 Regularly update succession plans for the OpCo’s and Group OpCo Executive Committees. 3 Long- and short-term incentives for retention of high-performing talent. 4 Talent mapping a larger talent pool across Africa, Europe, and Asia to meet current and future business needs. 5 Inclusion of succession plans in leadership KPIs across the Group. 1 We’ve started the process of transitioning to renewable energy sources for new site deployment and the conversion of existing off-grid sites to on-grid or renewal energy sources in partnership with our towerco partners, in line with our sustainability strategy and as a long-term cost optimisation initiative. 2 Continued digitalisation of our sales and customer touchpoints and other parts of our business to drive cost savings and improve overall efficiency. 1 We launched our ‘Women in technology’ programme to accelerate women leadership in our technology functions across the organisation. 2 Airtel Africa mobility programme: developing the diversity of our talent pool through inter-OpCo transfers in the form of short- and long-term assignments. 3 Developed and implemented graduate programme for fresh talent to grow as part of a long-term leadership pipeline strategy. 4 Coaching and mentorship programmes through the executive leadership development programme. 5 Accelerated our ‘build’ strategy to develop more internal talent and high performers for leadership roles. #### Operational risks Description of risk Risk appetite Risk owners How we mitigate this risk Key developments in the year Key to our strategic pillars Win with technology Win with distribution Win with data Win with mobile money Win with cost Win with people STRATEGIC REPORT ![]() 77 Airtel Africa plc Annual Report and Accounts 2024 Risk Risk Internal controls and compliance Technology resilience and business continuity Gaps in our internal control and compliance environment could affect our reputation and lead to financial losses. Our financial reporting is subject to the risk that controls may become inadequate due to changes in internal or external conditions, new accounting requirements, or delays or inaccuracies in reporting. We continue to implement internal risk management and reporting procedures at the Group and OpCo levels to protect against risks of internal control weaknesses and inadequate control over financial reporting. Additionally, the Group continues to review the effectiveness of its risk management and internal control framework to ensure full compliance with Provision 29 of the UK Corporate Governance Code 2024. While this provision will take a few years to take effect, the Group has initiated internal assessment reviews on the appropriate framework and methodology to evidence compliance to this provision when it takes effect. Our ability to provide quality of service (QoS) to our customers and meet QoS requirements depends on the robustness and resilience of our technology stack and ecosystem encompassing hardware, software, products, services and applications, and our ability to respond appropriately to any disruptions. Furthermore, a resilient technology stack is critical for improving our operational efficiency and essential to the achievement of the goals that we’ve set for ourselves. However, our telecommunications networks are subject to risks of technical failures, aging infrastructure, human error, wilful acts of destruction or natural disasters. This can include equipment failures, energy or fuel shortages, software errors, damage to fibres, lack of redundancy plans and inadequate disaster recovery plans. Averse Cautious Chief financial officer Chief technology officer and chief information officer 1 Ongoing self-reviews and continuous strengthening of the Group’s internal controls over financial reporting framework and compliance processes. 2 Addressing and mitigating findings from Internal Audit, with oversight from the Audit and Risk Committee. 3 Implementing a robust system for assessing and monitoring key controls across the Group, and commissioning of independent assurance testing of internal controls. 1 Implementing disaster recovery sites to provide back-up for our networks and IT infrastructure across our OpCos. 2 Regular testing of fallback plans for network and IT systems to ensure reliability of switch over from active to redundant nodes in the event of a disaster. 1 Further enhancement to our Internal controls over financial reporting (ICOFR) framework with a focus on our Airtel Money business. 2 Deployment of self-validation processes on our key internal controls improving the overall quality of control design, operating effectiveness, execution, and monitoring across the organisation. 3 External independent evaluation on the adequacy of our control design and operating effectiveness testing. 1 Disaster recovery sites are in place for critical applications and disaster recovery drills now occur at regular intervals. 7 8 #### Operational risks continued Description of risk Risk appetite Risk owners How we mitigate this risk Key developments in the year Key to our strategic pillars Win with technology Win with distribution Win with data Win with mobile money Win with cost Win with people ![]() 78 Airtel Africa plc Annual Report and Accounts 2024 Risk Exchange rate fluctuations and shortage of foreign currency Our multinational footprint means we’re constantly exposed to the risk of adverse currency fluctuations and the macroeconomic conditions in the markets where we operate. We derive revenue and incur costs in local currencies where we operate, but we also incur costs in foreign currencies, mainly from buying equipment and services from manufacturers and technology service providers. That means adverse movements in exchange rates between the currencies in our OpCos and the US dollar could have a negative effect on our liquidity and financial condition. In some markets, we face instances of limited supply of foreign currency within the local monetary system. This negatively impacts our ability to make timely foreign currency vendor payments and constrains our ability to fully benefit at the Group level from strong cash generation by those OpCos. Given the severity of this risk, specifically in some of our OpCos, Group management continuously monitors the potential impact of this risk of exchange rate fluctuations based on the following methodology: • Comparing the average devaluation of each currency in the markets in which the Group operates against US dollar on a three-year and five-year historic basis and onshore forward exchange rates over a one-year period. • If either of the above devaluations is higher than 5% per annum, management selects the highest of these exchange rates. • Management then uses this exchange rate to monitor the potential impact of using that rate on the Group’s income statement so that the Group can actively monitor and assess the impact on the Group’s financials. Based on this methodology, the weighted average yearly potential devaluation of the basket of currencies in which the Group is exposed is estimated to be in the range of 7% to 8%. With respect to currency devaluation sensitivity going forward, on a 12-month basis assuming that the USD appreciation occurs at the beginning of the period, a further 1% USD appreciation across all currencies in our OpCos would have a negative impact of $45m – $47m on revenues, $21m – $22m on EBITDA and $21m – $23m on foreign exchange loss (excluding derivatives). Our largest exposure is to the Nigerian naira, for which on a similar basis, a further 1% USD appreciation would have a negative impact of $10m – $11m on revenues, $5m – $6m on EBITDA and $8.5m – $10.5m on foreign exchange loss (excluding derivatives). This does not represent any guidance and is being used solely to illustrate the potential impact of further currency devaluation on the Group for the purpose of exchange rate risk management. The accounting under IFRS is based on exchange rates in line with the requirements of IAS 21 ‘The Effect of Changes in Foreign Exchange’ and does not factor in the above-mentioned devaluation. Flexible Chief financial officer 1 Renegotiating forex-denominated contracts to local currency contracts. 2 Hedging foreign currency denominated payables and loans, and matching assets and liabilities, where possible. 3 Adequate funding arrangements to mitigate any short-term liquidity constraints caused by fluctuations in forex supply. 4 Geographical diversification enables access to liquidity across our footprint. 1 Devaluation of the Malawian kwacha by the Reserve Bank of Malawi and devaluation of the Nigerian naira by the Central Bank of Nigeria (see page 50). 9 #### Financial risks Description of risk Risk appetite Risk owners How we mitigate this risk Key developments in the year #### Principal risks and mitigationcontinued Key to our strategic pillars Win with technology Win with distribution Win with data Win with mobile money Win with cost Win with people STRATEGIC REPORT ![]() 79 Airtel Africa plc Annual Report and Accounts 2024 Risk Uncertainty in policy and regulatory environment We operate in diverse legal and regulatory environments. Establishing and maintaining adequate procedures, systems and controls enables us to comply with our obligations for the services we provide to our customers in all the jurisdictions where we operate. In some of our markets, we’re faced with the risk of unanticipated changes in the legal and regulatory environment and compliance requirements, exposing us to adverse financial and reputational impact. Averse- cautious Chief regulatory officer and chief legal officer 1 Instituting various policies across the Group to comply with obligations in jurisdictions where we operate. 2 Continuing engagement with regulators and active participation in industry bodies on key policy matters. 3 Regular compliance tracking, identifying root causes for cases of non-compliance and taking corrective actions. 4 Escalation process for reporting significant matters to the Group HQ in a timely manner. 5 Communicating with and training employees on relevant company policies. 1 Airtel Uganda Limited was listed on the Uganda stock exchange in compliance with the 20% minimum public listing obligation for all National Telecom Operators under the Uganda Communications (Fees & Fines) (Amendment) Regulations 2020 (see page 21). 2 The Nigerian Communications Commission issued an industry-wide directive for the barring of all SIMs without a corresponding National Identity Number (NIN) (see page 20). 3 Participated in a number of industry policy events through the GSMA, where our chief regulatory officer is the current Chair of the GSMA sub-Saharan Africa Policy Group, an industry group which focuses on issues relating to public policy, regulation, spectrum management, and advocacy, among others. 10 #### Governance and compliance risks Description of risk Risk appetite Risk owners How we mitigate this risk Key developments in the year Key to our strategic pillars Win with technology Win with distribution Win with data Win with mobile money Win with cost Win with people #### Emerging risks Climate change: we continue to evaluate the potential impact of climate change on our business operations and on the economies in which we operate. In October 2021, we launched an ambitious sustainability strategy that underpins our well-established corporate purpose of transforming lives. As part of our ‘reduction of greenhouse gas (GHG) emissions’ goal, our ambition is to achieve net zero emissions ahead of the 2050 deadline set out in the Paris Agreement. To achieve this, we understand the importance of fully identifying, measuring and reducing GHG emissions, which can only be achieved in partnership with our peers and the wider industry. In January 2022, we engaged The Carbon Trust, one of the world- leading environmental consultancies, for their advice and assistance with several aspects of our GHG emissions’ measurement, management and reporting. In October 2022, we published our first Sustainability Report 2022 where we set out the framework for our decarbonisation strategy and published our scope 1, 2 and 3 baseline GHG emissions. In 2023, we followed up with the publication of ‘Our journey towards a net zero future’ where we set out our decarbonisation strategy for scope 1, 2 and 3. For more details, visit www.airtel.africa . ![]() 80 Airtel Africa plc Annual Report and Accounts 2024 #### Our long-term viability statement #### Viability statement of Airtel Africa plc In accordance with provision 31 of the 2018 UK Corporate Governance Code, the Board assessed our long-term strategic prospects, as well as the ability of the Group to meet future commitments and liabilities as they fall due within the assessment period. The Group prepares a ten-year strategic business plan which is used for long-term forecasting purposes and impairment testing (including strategic decisions such as capital investment) and is aligned with the average life of our regulatory licences and network assets and the potential opportunities in the under-penetrated emerging African telecom sector. For the purpose of our long-term viability assessment, the Board primarily focuses on liquidity and assesses the Group’s long-term viability over a three-year period for the following reasons: • Our three-year liquidity plan matches the current visibility of the tenure of our financing arrangements and; • Key macroeconomic and political developments which impact on our headroom and liquidity include currency devaluation, inflation, fiscal policies and sovereign credit ratings. Our visibility of the impact that these factors have on debt markets generally reduces past three years. While the Board believes the Group will be viable over a longer period, given the inherent estimation uncertainty involved in forecasting liquidity assumptions over a longer period, the Board concluded that a three-year period provides a reasonable degree of confidence in forecasting liquidity while assessing longer-term prospects. Although our long-term viability assessment is performed over a three-year period, which matches the current tenure of our financing arrangements as a matter of prudence, the Group also assessed viability on a five-year time horizon. Given the maturities of our existing financing arrangements, which are materially within the three-year period, the assessment on this five-year period did not result in material changes in conclusion as compared to the three-year assessment period. For goodwill impairment test, the Group has used a ten-year period, taking into account the nature of markets in which the Group operates, the period of its licences, etc. as against the three-year period for viability assessment which focuses on the Group’s liquidity. In assessing the Group’s longer-term prospects, the directors considered both 4G/5G cellular network potential in the markets in which the Group operates. Given the relatively low 4G customer penetration in 14 markets of operation, mobile penetration is forecast to reach 50% by 2030 compared to global average of 73%. While continuing to invest in 5G network to be ready for future demands, in the short to medium term, the Group will continue to focus on its strategy to expand data services and increase data customer penetration by leveraging and expanding its leading 4G network. Furthermore, the rollout of 5G network should primarily cater for home broadband (HBB) and enterprise customers in top five cities of our key markets. In assessing mobile money’s longer-term prospects, the Group considered that it operates in countries with limited traditional banking services, high cash dependence and high cost of banking which presents us vast opportunities to expand the mobile money business. The Group’s strategy for its mobile money value proposition aims at safety, ease and convenience, assured float and cash availability, and The preparation of this long-term viability statement involved the Board reviewing the Group’s long-term prospects and ability to meet future commitments and liabilities as they fall due over the three-year review period, including scenario analysis on liquidity events through stress and sensitivity tests to assess the resilience and strength of our forecasts. Board’s assessment Assessment period The viability assessment is based on our current business model (see pages 22-23 of this report), a three-year prospect horizon, and our strategy (see pages 24-33). Assessment of headroom based on forecast cash flows and sensitivities to assess our ability to meet future commitments and liabilities as they fall due over the next three years. Long-term prospects and headroom analysis Our three-year plan has been prepared considering organic growth potential in the geographies where we operate. Principal risk assessment Our risk evaluation is described on pages 72-79. While each principal risk has been carefully evaluated both individually and collectively and an adequate monitoring and mitigation plan has been defined, we have also considered sensitivity analysis and stress tests on the three-year projections. Scenario analysis We have quantified the impact of sensitivities on cash and liquidity headroom availability, both individually and collectively, in a reasonable worst-case scenario. In assessing the impact of sensitivities on cash and liquidity headroom, we have considered various mitigating actions which could be undertaken to ensure sufficient liquidity. trust. Additionally, mobile money continues to leverage on the GSM business by onboarding more mobile services customers, building a strong merchant ecosystem and expanding distribution channels. This assessment is prepared based on our business strategy. Adequate sensitivities and stress tests have been conducted through various scenarios, both individually and collectively, based on our overall risk assessment framework. Our multinational footprint means we’re constantly exposed to the risk of adverse currency fluctuations and the macroeconomic conditions in the markets where we operate. We derive revenue and incur costs in local currencies where we operate, but we also incur costs in foreign currencies, mainly from buying equipment and services from manufacturers and technology service providers. That means adverse movements in exchange rates between the currencies in our OpCos and the US dollar could have a negative effect on our liquidity, financial condition and long-term prospects. In some markets (Nigeria and certain East African markets), we face instances of limited supply of foreign currency within the local monetary system. This not only constrains our ability to fully benefit at the Group level from strong cash generation by those OpCos but also impacts our ability to make timely foreign currency payments to our international suppliers. Given the severity of this risk, especially in some OpCos, Group management continuously monitors the potential impact of this risk of exchange rate fluctuations as well as the limited supply of foreign currency and performs stress tests while assessing the Group’s liquidity and prospects. The Group factors in the limited supply of foreign currency by way of considering potential devaluation, noting that an actual devaluation in future might result in better availability of foreign currency. In 2023/24, we witnessed a significant currency devaluation in Nigeria (refer to page 50 for more details) and other devaluations, mainly in East Africa. Following the devaluation of the Nigerian naira and subsequent realignment of the several market exchange rates, we noticed an improvement in US dollar liquidity. STRATEGIC REPORT ![]() 81 Airtel Africa plc Annual Report and Accounts 2024 In some markets, our operating costs are subject to fluctuations in global commodity prices, market uncertainty, energy costs (such as diesel and electricity) and so on. Prevailing macroeconomic conditions and a variety of other factors beyond our control, such as rising global inflation and the increase in global geopolitical tensions and conflicts, also contribute to this risk. To mitigate this risk, the Group continually re-evaluates its operating model and cost structure to identify innovative ways to optimise our costs and improve profitability. The company ended the year in a strong cash position. Despite foreign exchange headwinds, net cash generated from operating activities in the last 12 months was $2.3bn, and our net debt to EBITDA ratio is 1.4 x at the end of this financial year. Our cash balances, in conjunction with $351m of committed undrawn facilities at the date of approval of these financial statements, ensure we can continue to meet our financial obligations. With regard to the repayment of the last remaining portion of the HoldCo bond of $550m, due in May 2024, Airtel Africa expects to pay this through HoldCo cash already built up from continued strong upstreaming performance and thus expects no need for refinancing at HoldCo. In light of current prudent leverage levels of the consistent strong operating cash generation and HoldCo cash accretion from upstreaming performance of the company, the Board launched a share buy-back programme in March 2024. The company plans to purchase up to $100m worth of the company’s shares over a 12-month period, subject to applicable regulatory and market conditions. The Group will continue to benefit from population growth and the need for increased connectivity and financial inclusion in the medium to long term in the countries where we operate. In this respect, in 2023/24, the Group invested about $889m in capex, $737m in tangible capex, and $152m in spectrum acquisition in line with guidance. The vast majority of this capital expenditure is aimed at continuing to capture the growth opportunities across our footprint by increasing the coverage and capacity of our network as well as expanding our distribution. The key risks considered in the stress tests, keeping in mind the demographic and sectoral dynamics along with their potential negative impacts, are detailed here: Sensitivity performed Link to principal risks and uncertainties Description Slowdown in revenue growth • Adverse competition and market disruption • Digitalisation and innovation • Geopolitical risks and adverse macroeconomic conditions • Cyber and information security threats • Technology resilience and business continuity Revenue is projected on a number of assumptions such as subscriber base, rates and change in average revenue per user. A change in any of the assumptions due to adverse competition and market disruption may affect overall revenue growth. In most cases, changes in one such assumption (e.g., in rates) are compensated either fully or marginally by a corresponding change in other variables (e.g., subscriber base). Changes not fully compensated lead to a reduction in the rate of revenue growth. We’ve modelled stress test scenarios for various levels of slowdown across segments and revenue streams. Increase in operating expenses • Increase in cost structure • Geopolitical risks and adverse macroeconomic conditions • Digitalisation and innovation With operations spread across 14 markets and each country having a different macroeconomic and business environment with exposure to different levels of geopolitical risks, there is always a risk of operating costs increasing beyond projected levels. Unanticipated regulatory and tax levies • Uncertainty in policy and regulatory environment • Internal controls and compliance As we work in diverse and dynamic legal environments, it’s necessary to establish and maintain adequate procedures, systems and controls to ensure we comply with our obligations in all the jurisdictions in which we operate. There will always be a risk of unanticipated regulatory and tax levies affecting our profitability and, therefore, additional tax and regulatory levies have been considered in the stress tests. Currency devaluation • Exchange rate fluctuation and shortage of foreign currency We’re constantly exposed to the risk of adverse currency fluctuations, given our operations in 14 different markets with different functional currencies. Furthermore, we could face low availability of foreign currency in some of our markets constraining our ability to fully benefit at the Group level from the strong cash generation of our local businesses. We’ve stress tested the plan for various levels of currency devaluation across operating entities, including the risk of availability of foreign exchange, leading to repatriation of cash from operating entities to the Group holding companies and the resulting impact on cash flows and liquidity headroom at the Group level. As part of our assessment, in considering the above sensitivities we’ve also factored in possible mitigations against such sensitivities. None of the sensitivities (net of possible mitigations) impact our opening headroom by more than 10%. #### Conclusion The results of stress-testing our forecasts over the three-year period for the above sensitivities demonstrate that the Group will be able to withstand these impacts over the period of its financial forecasts. The Board has a reasonable expectation that no single or plausible combination of events would affect long-term viability, even under the severe stress tests, and the Group would be able to continue operating and meet its liabilities over the three-year period. In order to reach this conclusion, the Board has considered: • Possible actions to mitigate the impact of risks in the severe stress tests, including limiting or delaying discretionary capital expenditure without compromising on network quality, optimising operating expenditure and reducing or stopping dividend payments • Accessing additional funding, including financing facilities and access to the debt capital markets in order to repay debt which matures over the three-year period while maintaining adequate liquidity headroom • The internal and external environment, current and long-term prospects, and the strategic intents and directions adopted by management • The risk framework, potential sensitivities around the principal risks and mitigating factors The Board has concluded that the Group would be in a position to access debt capital markets and meet our financing needs as and when required. Based on this assessment and in accordance with requirements of provision 31 of the 2018 UK Corporate Governance Code, the Board has concluded that we have the ability to continue our operations and be able to meet our commitments and liabilities over the assessment period. The strategic report was approved by the Board of directors on 8 May 2024 and signed on its behalf by: Olusegun Ogunsanya Chief executive officer 8 May 2024 ![]() 82 Airtel Africa plc Annual Report and Accounts 2024 ## Governance report GOVERNANCE REPORT ![]() 83 Airtel Africa plc Annual Report and Accounts 2024 #### In this section 84 Chair’s introduction 86 Our leadership 86 – Board at a glance 88 – Our Board of directors 92 – Our Executive Committee 94 Corporate governance 108 Our compliance with the UK Corporate Governance Code 114 Engaging with our stakeholders 126 Audit and Risk Committee report 138 Nominations Committee report 146 Directors’ remuneration report 166 Directors’ report 171 Directors’ responsibilities statement ![]() 84 Airtel Africa plc Annual Report and Accounts 2024 84 Airtel Africa plc Annual Report and Accounts 2024 GOVERNANCE REPORT #### Chair’s introduction On behalf of the Board, I’m pleased to share our corporate governance report for the financial year 2023/24. In this report, we give our investors and other stakeholders an insight into the governance activities of our Board and its committees over the past year. Our Board acts in the long-term interests of our key stakeholders to achieve our purpose of transforming lives. Our corporate strategy drives our sustainable revenue growth. And our sustainability strategy underpins our social environmental and governance performance. We do our best to lead by example. Over the past five years, by aligning our purpose, values, strategy and culture and enhancing our corporate reporting, we’ve demonstrated our commitment to transparency, stakeholder engagement and the highest standards of corporate governance and regulatory compliance. This year, we’re publishing our Annual and Sustainability Reports at the same time – giving shareholders and other stakeholders a full overview of our financial and non-financial performance. These two reports have their own objectives, but together tell the story of how we continue to deliver our strategy, the transformative impact we have on people and society, and the people-focused approach we take to being a responsible business in Africa. #### Strategy Overseeing and implementing our strategy are key responsibilities of the Board, and this was reflected in our activities throughout the year. In October, the Board spent two days together reviewing the Group’s ‘Win with’ strategy, which is underpinned by our sustainability strategy and designed to deliver long-term value for all our stakeholders. Both our strategy and our business model have shown their strength during a year in which some markets experienced strong political and economic headwinds. Inflationary pressures coupled with continuing FX shortages in Malawi and Nigeria presented significant challenges. Remaining focused on our growth strategy, strong operational execution and margin resilience enabled us to withstand formidable challenges during a period of unprecedented market volatility driven by macroeconomic and geopolitical factors. The Board continued to make sure that our resourcing – our capital, finance and people – is sufficient to achieve our strategy while continually improving performance and diversity. For example, repaying the HoldCo debt, due in May 2024, will ensure the continued success of our balance sheet and derisking strategy. This positions Airtel Africa to meet the unique opportunities for telecoms and mobile money in sub-Saharan Africa, where customers and societies are still underserved by mobile, digital and banking services – such as our new data centre business, Nxtra by Airtel, launched in December 2023. The Uganda Initial Public Offering (IPO) is an example of the Board continuing to support local shareholders and markets while meeting its regulatory obligations. See page 99 for more detail on how the Board implemented our strategic goals during the year. ## Robust governance #### Our robust governance mechanism has built resilience into our business and has uniquely shaped #### us to capitalise on market opportunities. Sunil Bharti Mittal Chair ![]() 85 Airtel Africa plc Annual Report and Accounts 2024 85 Airtel Africa plc Annual Report and Accounts 2024 #### Sustainability Sustainability is absolutely critical to our ‘Win with’ strategy and a key focus area for our Board and leadership. We’re making noteworthy progress on our ESG performance. I’m pleased to report that we’re on track to deliver on our net zero emissions targets with the launch of our scope 3 commitment. We continue to work collaboratively with partners and stakeholders to achieve our sustainability goals, including through our landmark five-year partnership with UNICEF. This gives children access to free educational resources, with the goal of reaching one million children through our programmes by 2027. Our progress here not only reflects our commitment to corporate social responsibility, but also the remarkable contributions of our team members who make it possible. #### Enhancing diversity The Board continues to support programmes and initiatives across the Group to nurture key talent and improve diversity and inclusion at all levels. We regularly review our recruitment processes to make sure they support our aims. We’ve made good progress this year in improving the gender balance of our wider senior leadership team, particularly at the country managing director and senior leadership level. During the reporting period, 35.4 % of new senior managers and above appointments were women, and our female representation increased to 28.3% from 26% in the previous financial year. We’ve again included a gender balance metric in our executive directors’ variable pay scorecard to continue to improve the balance of our workplace. #### Remuneration Last year, I wrote about the complexity and challenges when it comes to finding, attracting and retaining highly skilled people across all the countries in which we operate. While we do everything we can to apply good practices and fit within a UK compliance framework, we must balance our ambitions with the realities and demands of the highly competitive African market. In this light, I was pleased to see the Investment Association recently acknowledge that to operate on a level international playing field, FTSE companies need to be able to use greater discretion – both over the sums awarded in long-term incentive share schemes and the use of so-called hybrid plans incorporating restricted stock. #### An effective and improving Board This year was also an active one for changes to our Board, as overseen by our Nominations Committee. I’d particularly like to recognise the contributions of two Board members who stepped away this year. After joining the Bharti Airtel Limited Board as an independent director, Doug Baillie also retired from Airtel Africa. Over nearly five years, he consistently brought valuable insight, support and guidance as an independent director on our Board and chair of the Remuneration Committee. Doug carefully handed over the role of Remuneration Committee chair to Tsega Gebreyes, enabling a smooth transition. We’re delighted that Doug remains connected to the wider Group and that we can continue to benefit from his expertise. Kelly Bayer Rosmarin also left the Board in October 2023. She had served as a director for two years after being nominated by our controlling shareholder as per the terms of the relationship agreement. John Danilovich has also informed the Board that he’ll retire as an independent non-executive director at the end of this year’s AGM in July 2024. In January 2024, we announced that our CEO Olusegun (Segun) Ogunsanya would be retiring later in the year and that Sunil Taldar would be stepping into this critical role. Sunil joined Airtel Africa in October 2023 as our director of Transformation. After a transition period, on 1 July 2024 Sunil will become CEO and executive director on the Board and Segun will retire. On behalf of the Board, I would like to thank Segun for his huge commitment and contribution to Airtel Africa as CEO and before that as managing director and CEO of Nigeria, our largest market in Africa. Under Segun’s leadership, we’ve maintained double-digit revenue growth and continued to deliver new, industry-leading products to our customers across Africa. In addition, as Airtel Africa Charitable Foundation’s inaugural chair, Segun will continue to build on his deep experience across Africa and his work as CEO, including his oversight of the launch of our sustainability strategy. The Charitable Foundation will accelerate our commitment to sustainability initiatives and charitable operations across Africa, in particular to promoting digital and financial inclusion, access to education and environmental protections. Sunil Taldar brings with him more than 30 years’ business management experience in the FMCG and telecoms sectors. We’re delighted to welcome him as our next CEO. Our most recent Board evaluation confirmed that our Board functions effectively. It is well balanced and diverse, with a strong mix of relevant skills and experience. I’m grateful to all the members of the Board for their contributions, and particularly to the chairs of each committee for establishing and steering their respective committees during the year. #### Section 172 statement We know that the long-term success of our business rests on how we work with our many stakeholders. To create and sustain value for all, we need to continue to engage effectively, create a productive working environment, and recognise various stakeholder views. As this is the responsibility of our Board, this year we’re sharing the detailed stakeholder disclosure in this governance report to explain how our Board engages both directly and indirectly with our key stakeholders. #### In conclusion I remain confident that the Board is working effectively, ensuring the company continues to grow and meet the needs of people across Africa. We have the right balance of skills, expertise and professionalism to continue to deliver strong governance, while allowing the CEO and CFO to implement and deliver our strategy. I very much look forward to meeting with shareholders at our AGM on Wednesday 3 July 2024, which will be live streamed from London. Along with all the directors attending the AGM, I’m available to respond to your questions, concerns and suggestions at any time. Sunil Bharti Mittal Chair 8 May 2024 ![]() 86 Airtel Africa plc Annual Report and Accounts 2024 #### Board composition GOVERNANCE REPORT #### Our leadership #### Board at a glance #### Planned director changes #### 30 June 2024 Segun Ogunsanya steps down as CEO #### 1 July 2024 Sunil Taldar formally joins the Board and becomes CEO #### 3 July 2024 John Danilovich steps down from the Board at the AGM #### 9 May 2024 Paul Arkwright joins the Board Age 20-39 50-59 60-69 70-79 Gender ratio – overall Male Female Ethnicity Asian British/Indian Black African White 3 1 1 1 3 2 Nationality British Finnish Ethiopian American Indian Nigerian Gender ratio – independent directors Male Female Board tenure 2-3 years 3-4 years 4-5 years 1 3 1 6 3 3 5 3 3 5 3 3 8 3 ![]() 87 Airtel Africa plc Annual Report and Accounts 2024 #### Skills to support long-term success NED Board skills Other listed Board experience UK-listed Board experience Regulation Human resources and culture Customer experience International finance/Capital markets/M&A Finance/Audit/Accounting Risk management Strategy Digital/Fintech/Consumer electronics Telecoms 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 8 1 1 2 1 1 1 2 2 1 1 1 1 1 3 3 4 5 7 7 7 8 6 9 7 4 5 Core competency Secondary competency Tertiary/Not an apparent competency #### Compliance with the UK #### Corporate Governance Code The Board continues to assess its approach to corporate governance by applying the Financial Reporting Council’s UK Corporate Governance Code (the Code). We are reporting against the 2018 Code for the year ended 31 March 2024. For more details, visit frc.org.uk. The Board confirms compliance against all 2018 Code provisions except for one: the independence of the chair on appointment (Provision 9). Our assessment of the chair’s non-independence is set out on page 108. We continue to apply the Code’s principles and uphold the spirit of the Code through the work of our Board and its committees. The Financial Reporting Council (FRC) has published a revised version of the UK Corporate Governance Code and updated guidance to support the Governance Code. For the most part, the changes apply to financial years beginning on or after 1 January 2025, though companies will have an extra year to prepare for the changes being introduced in relation to reporting on internal controls. The Board is evaluating the impact of the Corporate Governance Code 2024 and will report on this in next year’s report. For more detail on our Board structure and compliance with the Code, see our compliance with the UK Corporate Governance Code section on pages 108-125 ![]() 88 Airtel Africa plc Annual Report and Accounts 2024 GOVERNANCE REPORT Key to committees AR Audit and Risk Committee N Nominations Committee R Remuneration Committee M Market Disclosure Committee S Sustainability Committee Committee chair Date appointed to Board: July 2018 Independent: no Age: 66 Nationality: Indian Skills, expertise and contribution Sunil is the founder and chairperson of Bharti Enterprises, one of India’s foremost first-generation corporations with interests in telecoms, financial services, processed food, real estate and hospitality. Bharti Airtel, the flagship company of Bharti Enterprises, is a global telecommunications company operating in 17 countries across South Asia and Africa and ranking among the top three mobile operators globally. Airtel is one of India’s largest integrated telecoms providers and the second largest mobile operator in Africa, serving over half a billion customers. Sunil is the pioneering force behind the mobile revolution in India – he revolutionised the business model at Bharti Airtel to make affordable voice and data services available to all. Airtel has transformed the quality of lives of millions of people globally, providing connectivity and digital empowerment. As chair of the Board, his leadership has brought immense value to Airtel Africa through his futuristic vision, vast knowledge and industry expertise. In 2020, Sunil led Bharti Global’s partnership with the UK government to acquire OneWeb, a new-age space communications company. This will provide high-speed, low-latency broadband connectivity for the defence sector in remote areas and on maritime and aviation routes around the world. Sunil is a recipient of the Padma Bhushan, one of India’s highest civilian honours and an honorary KBE for services to UK–India business relations. External commitments • Founder and chairperson of Bharti Enterprises and Bharti Airtel • Co-Chair of Eutelsat Communications • Member of the International Business Council, World Economic Forum (WEF) • Member of the Global Board of Advisors, Council of Foreign Relations (CFR) • Commissioner of the Broadband Commission • Trustee at the Carnegie Endowment for International Peace (CEIP) • Member of the Board of Qatar Foundation Endowment (QFE) • Member of the India–US, India–UK, India–Japan and India–Sweden CEO Forums • Co-chair of the India–Africa Business Council • Chair of the B20 Action Council on African Economic Integration (under the Indian government’s G20 presidency) Previous roles Sunil has served on the boards of several international bodies. He was the chairperson of the International Chamber of Commerce (ICC) from June 2016 to June 2018 and the chairperson of GSM Association (GSMA) from January 2017 to December 2018. He was the president of the Confederation of Indian Industry (CII) from 2007 to 2008. Sunil is associated with spearheading Indian industry’s global trade, collaboration and policy – he has served on the Prime Minister of India’s Council on Trade and Industry. Sunil has also served on the boards of several multinational companies including Unilever, Standard Chartered Bank and SoftBank Corp. Sunil is a nominee of Bharti Airtel. Date appointed to Board: October 2021 Independent: no Age: 57 Nationality: Nigerian Skills, expertise and contribution Segun joined the Board after 10 years as managing director and CEO of our Nigeria operations, with responsibility for our largest market in Africa. He brings a depth of knowledge about African markets and more than 25 years of business management experience in banking, consumer goods and telecoms. Segun attends all Board, Audit and Risk Committee and Sustainability Committee meetings and is invited to attend the Remuneration and Nominations Committee meetings. Other commitments Board member of Bharti Airtel International (Netherlands) B.V., Bharti Airtel Africa B.V., Airtel Mobile Commerce B.V. and Airtel Networks Limited – all subsidiaries of the Group. Previous roles Before joining Airtel in 2012, Segun held leadership roles at Coca-Cola’s bottling operations in Ghana, Kenya and Nigeria (as CEO). He has also been the managing director of Nigerian Bottling Company Ltd (Coca-Cola Hellenic owned) and head of retail banking operations at Ecobank Transnational Inc, covering 28 countries in Africa. Segun is a chartered accountant and an engineer. He was awarded African Business Leader of the Year in September 2021. Date appointed to Board: June 2021 Independent: no Age: 62 Nationality: Indian Skills, expertise and contribution Jaideep brings more than 30 years of leadership and financial experience to our Board, with 18 of these in the telecoms industry. He chairs our Finance Committee and attends all Board, Audit and Risk Committee and Sustainability Committee meetings. Other commitments Board member of Bharti Airtel International (Netherlands) B.V., Bharti Airtel Africa B.V. and Airtel Networks Limited – all subsidiaries of the Group. Previous roles Before becoming our chief financial officer in 2014, Jaideep was CFO at Airtel Nigeria, Fairtrade LLC Muscat and Bharti Retail. He has also held financial roles at Mumbai Circle and Bharti Airtel Delhi Circle, as well as senior roles at HCL, Telstra V-Com and Caltex. Jaideep started his career at Price Waterhouse and is a qualified chartered accountant. #### Olusegun Ogunsanya #### Managing director and Chief executive officer M S #### Jaideep Paul #### Chief financial officer S #### Sunil Bharti Mittal #### Board chair and Nominations #### Committee chair N #### Our Board of directors #### Our leadershipcontinued ![]() 89 Airtel Africa plc Annual Report and Accounts 2024 Date appointed to Board: April 2019 Independent: yes Age: 68 Nationality: British Skills, expertise and contribution Andy brings many years of global financial and strategic experience to the Board. Through his work with several multinational organisations, he can draw on a wide knowledge of diverse issues and outcomes to provide constructive challenge and robust scrutiny of matters that come before the Board. External commitments • Group chair of Simon Midco Limited (the holding company of Lowell Group) • Chair at Gentrack Group Limited (NZX/ASK) • Non-executive director at Link Administration Holdings Limited (ASX) • Commissioner at the National Infrastructure Commission • Chair of Water Aid UK Previous roles Andy was previously senior independent director ARM Holdings plc and chairperson of the Digital Catapult and IG Group plc. He was chief executive officer of Logica plc until its sale in 2012. His prior roles include those at BT Group plc, including CEO of BT Openworld, CEO of BT Global Services and CEO of Group Strategy and Operations and various roles at Shell and Deloitte. Andy has held several non- executive directorships in the US, Hong Kong, Germany and the UK. Date appointed to Board: April 2019 Independent: yes Age: 65 Nationality: Nigerian Skills, expertise and contribution Awuneba is a chartered accountant with broad experience in assurance, taxation, finance and advisory services across several industries. Her expertise as an assurance and finance specialist, garnered at leading professional services firms and in the Nigerian market, make her instrumental to Board decision-making. External commitments • Executive director at Multistream Energy Limited • Board chair at CAP Plc • Governing council chair at Grange School, Lagos • Board member of University of Ibadan Research Foundation • Member of the Finance Committee of the Musical Society of Nigeria (MUSON) • Executive council member of Women in Management, Business and Public Service (WIMBIZ) Previous roles Awuneba was a board member at UAC of Nigeria Plc (UACN) from 2009 to 2019. During her tenure, she chaired the Risk Management Committee and was a member of the Statutory Audit Committee. Prior to this, she developed her career at Peat Marwick, Deloitte and Accenture. Awuneba has also held advisory and implementation roles with several national development projects in Nigeria. #### Andrew Green CBE Senior non-executive director N AR M #### Awuneba Ajumogobia #### (née Iketubosin) Non-executive director R AR Date appointed to Board: April 2019 Independent: yes Age: 73 Nationality: American Skills, expertise and contribution John has held executive leadership roles in international business and government for several decades. As a global business leader and distinguished diplomat, he has extensive experience in regional and international trade-related issues. To Airtel Africa he brings skills in building international partnerships and advocacy with policymakers, foreign dignitaries and business leaders, and provides constructive challenge and robust scrutiny of matters that come before the Board. External commitments • Board and council member at the Harvard Chan School of Public Health, the Center for Strategic International Studies (CSIS) and Chatham House (UK) • Member of the Council on Foreign Relations (New York) and of the American Academy of Diplomacy Previous roles John was Secretary General of the International Chamber of Commerce (ICC) in Paris from 2014 to 2018 and CEO of the Millennium Challenge Corporation in Washington from 2005 to 2009. He has been the US ambassador to Brazil and to Costa Rica. While on the board of the Panama Canal Commission, he acted as chairperson of the Commission’s Transition Committee prior to the handover of the canal by the US to Panama. In his distinguished career, he also played a significant role in the Central American Free Trade Agreement (CAFTA). #### John Danilovich Non-executive director R Date appointed to Board: October 2021 Independent: yes Age: 54 Nationality: Ethiopian Skills, expertise and contribution Tsega brings deep financial services and commercial experience to the Board gained from global senior executive and non-executive roles in the financial services, international business, mergers and acquisitions, mobile commerce and technology sectors. External commitments • Board member of London Stock Exchange Group plc • Founding director at Satya Capital Limited • Non-executive director of Mastercard Foundation and Mastercard Asset Management Corporation Previous roles Tsega was formerly a board director and senior executive at Celtel International, where she played an instrumental role in attracting capital for investments in Africa, and was a driving force behind the growth of the business through multi-country expansion across Africa. She has also held various roles at Citibank Group and McKinsey & Company. In addition to her senior executive positions, Tsega has served as vice chair and senior independent director of SES and a director of Sonae Group. #### Tsega Gebreyes #### Non-executive director and Remuneration Committee chair N R ![]() 90 Airtel Africa plc Annual Report and Accounts 2024 GOVERNANCE REPORT #### Our Board of directorscontinued #### Our leadershipcontinued Key to committees AR Audit and Risk Committee N Nominations Committee R Remuneration Committee M Market Disclosure Committee S Sustainability Committee Committee chair Date appointed to Board: April 2019 Independent: yes Age: 68 Nationality: British Skills, expertise and contribution With experience in diverse industries such as healthcare and consumer brands, as well as in chairing other audit committees, Ravi brings a wealth of recent financial experience and cultural insight to our Board and Audit and Risk Committee. External commitments • Chairperson of Fortis Healthcare Limited, India • Chairperson of Agilus Diagnostics, a subsidiary of Fortis Healthcare, India • Member of the corporate board of Sanmar Group Corporate Board • Advisor to CDPQ, the Canadian pension fund, and is their nominee on Edelweiss Credit Limited and an observer on Edelweiss Asset Reconstruction Company Ltd • Trustee of the Science Museum Foundation, UK Previous roles Ravi held financial leadership roles at Diageo until retiring in 2015, including group controller in the UK with responsibility for the spirits business across sub-Saharan Africa and global head of mergers and acquisitions. Starting in 1979, Ravi held various roles at ITC India, including a secondment to West Africa with British American Tobacco. He has held numerous positions on various joint venture boards and was a non-executive director of United Spirits, a listed subsidiary of Diageo in India, as well as a member of Diageo’s India advisory board. More recently, Ravi was an independent director and chair of the audit committee of Vedanta Resources Limited, UK and chairperson of JM Financial, Singapore Pte Ltd. Date appointed to Board: April 2019 Independent: yes Age: 53 Nationality: Finnish Skills, expertise and contribution Annika’s wide-ranging experience in audit and regulatory engagements contributes to her performance as a member of the Board and Audit and Risk Committee. With her legal background and deep knowledge of auditing, accounting, financial reporting and the payments industry, she brings a keen scrutiny to all governance and regulatory matters. Annika is our Board sustainability champion. External commitments • Chief legal officer, Europe, of payments service provider Trustly Group AB • Member of the Swedish Audit Academy • Chair of the Carpe Diem Foundation, which runs the top-ranked Swedish elementary school, Fredrikshovs Slott Skola • Board member and chair of audit committee of Truecaller Previous roles Annika has been executive chair of the Council for Swedish Financial Reporting Supervision; a board and audit committee member of listed companies eQ Abp, Hoist Finance AB, Saferoad AS (delisted in September 2018) and Swedbank AB; and industry advisor to strategic communications firm JKL Group. She advised the Swedish government on the national implementation of the reformed EU market abuse regime and was head of market surveillance Nordics at Nasdaq and head of unit, prospectuses, exchanges and clearing houses at the Swedish Financial Supervisory Authority. She was also an associate in the Capital Markets Group at Linklaters London and has been a practising solicitor in the UK. #### Ravi Rajagopal #### Non-executive director and Audit and Risk Committee chair AR N M #### Annika Poutiainen Non-executive director AR S ![]() 91 Airtel Africa plc Annual Report and Accounts 2024 Date appointed to Board: October 2018 Independent: no Age: 68 Nationality: Indian Skills, expertise and contribution Akhil brings vast financial, strategic and telecoms expertise to our Board and is invited to attend our Audit and Risk Committee meetings. He has played a pivotal role in the Bharti Group’s phenomenal growth in the telecoms sector, both organically and through various acquisitions. His innovative thought leadership has helped Bharti Airtel achieve healthy margins while offering some of the lowest tariffs in the world. External commitments • Vice chairman of Bharti Enterprises • Patron member and former chairman of Digital Infrastructure Providers Association (DIPA) • President emeritus of Telecom Sector Skill Council (TSSC) • Board member of OneWeb Holdings Limited Previous roles Akhil led the formation of various partnerships for Bharti with operators like British Telecom, Telecom Italia, Singapore Telecom and Vodafone, as well as with financial investors such as Warburg Pincus, Temasek, KKR, Qatar Foundation Endowment, AIF and Sequoia. He was behind the separation of passive mobile infrastructure and the formation of one of the largest tower companies in the world, Indus Towers Ltd – a notable example of collaborating at the back end while competing at the front end. He also executed the acquisition of Zain Group’s mobile operations in 15 countries across Africa, the second largest outbound deal by an Indian company. Akhil is a nominee of Bharti Airtel. Date appointed to Board: October 2018 Independent: no Age: 36 Nationality: British Skills, expertise and contribution As the entrepreneurial founder of a top-performing global technology investment firm, Shravin brings diverse views and expertise in the tech sector to our discussions and decision-making. He is invited to attend our Remuneration Committee meetings. External commitments • Founder of Unbound, a long-term investment firm aiming to build and back disruptive technology companies • Board member of several technology companies benefiting from Unbound investment • Managing director of Bharti Global Limited • Bharti Space Ltd representative on the Eutelsat OneWeb Board Previous roles Shravin was previously at SoftBank Vision Fund, a $100-billion fund investing in technology companies, and assistant director at Better Capital, a private equity firm in London where he turned around distressed retail and manufacturing businesses. Before this, he was involved in the launch of 3G at Airtel India and on the senior management team at Airtel Africa, where he spearheaded the post-acquisition integration of Zain. Before Airtel, he worked with J.P. Morgan investment bank covering technology, media and telecoms. Shravin is a nominee of Bharti Airtel. #### Akhil Gupta Non-executive director #### Shravin Bharti Mittal Non-executive director ![]() 92 Airtel Africa plc Annual Report and Accounts 2024 GOVERNANCE REPORT #### Segun Ogunsanya #### Managing director and CEO For biography see page 88 #### Jaideep Paul #### Chief financial officer For biography see page 88 #### Carl Cruz #### Managing director and CEO, Airtel Nigeria As managing director and CEO of Airtel Nigeria, Carl is responsible for operations in our largest market in Africa. He drives the execution of our strategy in Nigeria in line with Group-level functional teams. Carl was appointed in May 2023. He has over 31 years of business and corporate experience from markets across Africa and Asia. Throughout his career, Carl has managed strategic and directional responsibilities in sales, distribution, customer and brand development, trade development and commercial engagement. #### Apoorva Mehrotra #### Regional director, East Africa Apoorva is responsible for managing our financial performance and accelerating profitable growth in East Africa. He works with the MDs in each market to develop strategy and execution plans for all our business verticals, helps develop local leadership teams, and improves the coordination between Group-level and local operating teams. Apoorva has over 28 years’ experience in operations, sales and marketing across the telecoms, consumer durables and FMCG sectors. Apoorva joined Airtel Africa as chief commercial officer in Zambia in April 2017 and was promoted to managing director in April 2018. #### Anwar Soussa #### Regional director, Francophone Africa Anwar is responsible for managing our financial performance and accelerating profitable growth in our Francophone Africa operations. Anwar works with MDs in each market to develop strategy and execution plans, helps develop local leadership teams and improves the coordination between Group-level and local operating teams. Anwar is a seasoned executive with over 25 years of international experience in telecoms and technology across Africa, Europe and America. Anwar has been managing director at Airtel Uganda and managing director at Airtel Chad. #### Ian Ferrao #### CEO, Airtel Money Ian was appointed as chief executive officer of Airtel Money in 2022. He leads our Airtel Money business, managing its financial performance, strategic direction and priorities, brand strength and growth in customers. Before this appointment, Ian was regional director, East Africa. Ian has spent the past 16 years leading telecoms organisations in Africa, both as an entrepreneur and a corporate CEO. He joined Airtel Africa and the ExCo in 2019 to lead our East Africa operations in Kenya, Malawi, Rwanda, Tanzania, Uganda and Zambia. #### Oliver Fortuin #### CEO, Airtel Business Oliver became CEO of Airtel Business (Africa) in 2023. He’s responsible for developing a strategic plan to advance Airtel Africa’s mission and objectives and to promote revenue, profitability and growth for B2B. This includes FibreCo, enterprise and data centres. Oliver has over 30 years of experience in technology and telecoms around the world, including EMEA, USA and Asia. #### Our leadershipcontinued #### Our Executive Committee #### Segment and/or regional directors ![]() 93 Airtel Africa plc Annual Report and Accounts 2024 #### Jacques Barkhuizen #### Chief information officer Jacques joined Airtel Africa in 2023. He’s responsible for leading, directing and implementing our information technology and digital strategy, IT governance and cybersecurity through understanding business needs, designing solutions and driving our platform strategy for business growth. With diversified experience spanning over 25 years across the retail, management consultancy, banking and telecommunications sectors, Jacques brings a blend of operational excellence and innovation to Airtel Africa. Martin P. Fréchette #### Chief legal officer Martin joined Airtel Africa in 2023. He’s responsible for advising on policy and legal strategies to mitigate against risk and minimise litigious exposure for our operations and Board of directors. Martin is an accomplished lawyer with over 25 years of international experience in telecoms and technology across Africa and Europe. #### Ramakrishna Lella #### Chief supply chain officer Ramakrishna oversees the procurement of our network equipment and IT. He manages our tower companies and bandwidth, sales and distribution, supply chain for marketing and HR services, and warehouse operations and logistics. He also leads on our cost-reduction initiatives. Ramakrishna has spent more than 30 years in the telecoms industry, with more than half of this time at Airtel Africa. #### Daddy Mukadi #### Chief regulatory officer Daddy is responsible for our regulatory and government relations strategy in all 14 operations. This includes obtaining all necessary resources (licence, spectrum), ensuring full compliance and actively helping to shape the policy and regulatory landscape toward best practice. With a master’s degree in communications law (telecoms, broadcasting, media, and space and satellite law) and as author of several volumes of a handbook for media law practitioners, Daddy brings a broad understanding of legal and regulatory affairs to his role at Airtel Africa. #### Stephen Nthenge #### Chief of internal audit Stephen is responsible for our internal audit department. This provides independent auditing and advice on our risk management, governance and control processes in line with the purpose, role and responsibilities in the Audit Charter. He also oversees the integrity and reliability of our financial and operational information, the safeguarding of the company’s assets, and our compliance with laws, regulations, policies and procedures. Stephen has more than 26 years’ experience in audit, enterprise risk and information security management. #### Rogany Ramiah #### Chief human resources officer Rogany is responsible for leading and developing our people strategy to support our overall strategic direction. Her main areas of focus are succession and talent planning, idiversity and inclusion, change and performance management, and enhancing our overall employee experience. Rogany sits on the Sustainability Committee. Rogany has 26 years’ experience in retail, media and consulting. #### Anthony Shiner #### Chief commercial officer Anthony is responsible for formulating and implementing commercial strategies across our 14 markets. He has functional responsibility for marketing, home broadband, sales and distribution, brand and advertising, product and digital (commercial) and customer experience. Anthony has over 25 years’ experience in commercial, digital and transformation in the telecoms industry across Australia, Singapore and the Middle East. #### Sunil Taldar #### CEO designate and director of transformation Sunil joined Airtel Africa in October 2023 as director of transformation. He leads and oversees key strategic initiatives aimed at transforming our business and operations. Sunil has more than 30 years’ business management experience in FMCG and telecoms. On 1 July 2024, Sunil will be appointed to the Board as an executive director and take over the role of CEO. #### Razvan Ungureanu #### Chief technology officer Razvan leads on our technology strategy and the delivery of this to the network leadership in each of our 14 markets. He focuses on strategic network thinking, design and rollout, and the quality of our ongoing technical operations. Razvan has 30 years’ experience in telecoms and has worked in Romania, Belgium, Luxembourg and the Dominican Republic. #### Functional chief officers ![]() 94 Airtel Africa plc Annual Report and Accounts 2024 94 Airtel Africa plc Annual Report and Accounts 2024 #### Highlights for the year #### Our governance structures Our Board of directors is responsible for providing effective leadership and is the primary decision-making group at Airtel Africa. Board members guide our operational and financial performance, set our strategy and make sure we manage risk effectively within a framework of effective controls. In doing so, they consider the interests of a diverse range of stakeholders. See pages 88-91 for details of our Board members The ultimate owners of Airtel Africa are our shareholders, who play an important role in our governance structure. See page 122 for details on how our Board engages with our shareholders Our chair leads the Board and makes sure it operates effectively by cultivating a culture of transparency, challenge and mutual respect. There is a clear division of responsibilities between our chair, who leads the Board, and our CEO, who leads the business. You can read more about the responsibilities of our Board, chair, CEO, senior independent director and company secretary in this section. We published our second Sustainability Report alongside this Annual Report. This builds on the commitments set out in our 2021 sustainability strategy and underscores our commitment to zero carbon emissions by 2050. It shares of our journey to net zero and the addition of scope 3 emissions. We published our third TCFD statement in line with LR 9.8.6R(8) requiring companies to share a clear statement of TCFD compliance and in keeping with our roadmap of last year. Our compliance with the climate-related financial disclosures in accordance with Sections 414CB of the UK Companies Act 2006, can be found in the strategic report, primarily in the TCFD and Risk reports on pages 63-79 and in our references to network resilience. We improved and fine-tuned our business model to deliver our strategic ambition to transform lives through financial inclusion and empowerment across the African continent by rolling out a reliable network and providing affordable services to our customers – see pages 22-23 for our business model and see pages 24-33 for our strategy. We’re delivering on our senior leadership succession plan: we appointed a new CEO designate and made strategic additions of a new CEO, Airtel Business, a Francophone regional director and a chief legal officer to our ExCo to ensure we can continue to deliver our ‘Win with’ strategy. We appointed our first woman operating country (OpCo) managing director: Anne Tchokonte joined as managing director of Airtel Madagascar in February 2024. We’re addressing the gender balance challenge across our OpCos by championing initiatives that support diverse talent and thought. These critical enablers of sustainable growth include the Airtel Africa mobility programme, the ‘Women in technology’ programme and the Airtel Academy – see page 117 for details. We continued preparing Airtel Money for listing – see page 99 for details. We established new holding and subsidiary company structures for our Nxtra by Airtel data centre businesses in support of our ‘Win with technology’ strategy. We conducted a comprehensive internally facilitated Board evaluation – see pages 106-107. Airtel Africa is committed to the highest standards of corporate governance and I am pleased to lead an outstanding Board of directors to deliver the long-term, sustainable growth of the business. Sunil Bharti Mittal Chair GOVERNANCE REPORT #### Corporate governance ![]() 95 Airtel Africa plc Annual Report and Accounts 2024 95 Airtel Africa plc Annual Report and Accounts 2024 #### Role of the Board Chair • Provides leadership and guidance and ensures the effectiveness of the Board in directing the Group • Chairs Board and Nominations Committee meetings, sets meeting agendas and ensures directors have accurate, timely and clear information • Promotes high standards of corporate governance • Builds a well-balanced and highly effective Board with a culture of openness to encourage constructive challenge • Facilitates and promotes constructive relations between Board members and the effective contribution of non-executive directors • Acts as a link between executive and non-executive directors • Leads the annual review of the Board’s effectiveness • Engages with our stakeholders and balances the interests of all stakeholders • Demonstrates objective judgement CFO • Deputises for the CEO and manages our finances, including treasury and tax matters • Leads the finance, tax, treasury, IT, investor relations and internal audit functions • Oversees our risk profile together with the ExCo • Agrees our annual operating plan before formal CEO and Board agreement • Oversees our relationship with the investment community Company secretary • Provides advice and support to the Board, its committees and individual directors on corporate governance, compliance and legal matters • Ensures the Board has the policies, processes, information, time and resources needed to function effectively and efficiently • Supports the chair in setting meeting agendas • Makes sure directors have accurate, timely and clear information • Responsible for all company legal and compliance matters • Acts as a link between the Board and its committees and between non-executive directors and the senior leadership team CEO • Ensures effective leadership and day-to-day running of the company • Leads the ExCo and oversees key functions • Develops and implements our strategy, planning and budgeting and ensures long-term focus • Reviews the organisational structure, including development and succession planning • Manages our risk profile and establishes effective internal controls • Agrees our annual operating plan before formal Board agreement • Ensures the chair and Board are updated on key matters • Maintains relationships with stakeholders and advises the Board accordingly • Has overall responsibility for sustainability Independent non-executive directors • Provide constructive challenge to executive directors • Give strategic guidance to the company • Offer specialist advice • Serve on Board committees • Hold executive directors to account against agreed performance objectives • Devote enough time to the company to meet their responsibilities • Meet at least twice a year without executive directors present Senior independent director • Acts as a sounding board for the chair • Acts as an intermediary for the other directors, when necessary • Is available to shareholders for discussing issues not resolvable through the usual channels • Chairs Board meetings in the chair’s absence • Leads the Board’s evaluation of the chair’s performance Designated Board director for employee engagement • Ensures employee views are considered by the Board, particularly when decisions might affect employees • Strengthens the link between the Board and employees • Regularly gathers employee views through a variety of formal and informal channels and identifies areas of concern Board Our Board is responsible for promoting the long-term sustainable success of Airtel Africa and generating value for all our stakeholders. It establishes our purpose, vision and core values. It sets our culture and determines our strategy, risk management, succession and policies. And it monitors progress against the targets. For more about the Board’s responsibilities go to www.airtel.africa ![]() 96 Airtel Africa plc Annual Report and Accounts 2024 96 Airtel Africa plc Annual Report and Accounts 2024 #### Board committees In addition to the formal schedule of matters the Board considers, it delegates key aspects of governance to its committees. We have five main governance committees: Audit and Risk, Remuneration, Nominations, Sustainability and Market Disclosure. Each committee has written terms of reference which are available on our website at www.airtel.africa GOVERNANCE REPORT #### Corporate governancecontinued Audit and Risk Committee Monitors the integrity of our financial reporting and helps the Board review the effectiveness of our internal controls and risk management. Meets at least four times a year. Remuneration Committee Reviews the performance of our executive directors and senior management team. Determines the overall and specific remuneration for executive directors, officers and senior management, as well as Board chair and non-executive director fees. Meets at least four times a year. Nominations Committee Advises on appointments, retirements and resignations from the Board and its committees, and reviews succession planning and talent development for our Board and senior management. Meets at least twice a year. Market Disclosure Committee Oversees our disclosure of information to meet our obligations under the Market Abuse Regulation (MAR) by determining whether information is insider information, or when and how it needs to be disclosed. Monitors compliance with our MAR disclosure, controls and procedures, as well as the release of information under the Information Flow Protocols and Services Agreement with Bharti Airtel. Meets as necessary depending on market information that requires disclosure. Sustainability Committee Reviews, challenges and oversees the approval and implementation of our sustainability strategy, including internal reporting and balancing of non- financial targets and our commitments to delivering value for shareholders and other stakeholders. Oversees diversity and inclusion matters and the work of the Health and Safety committee. Meets every two months. Chair: Ravi Rajagopal Members: Andy Green Annika Poutiainen Awuneba Ajumogobia Akhil Gupta also attends as an appointed observer on behalf of Bharti Airtel. Chair: Tsega Gebreyes Members: Awuneba Ajumogobia John Danilovich Shravin Bharti Mittal also attends as an appointed observer on behalf of Bharti Airtel. Chair: Sunil Bharti Mittal Members: Tsega Gebreyes Andy Green Ravi Rajagopal Chair: Andy Green Members: Segun Ogunsanya CEO Ravi Rajagopal Chair: Segun Ogunsanya (CEO) Board members: Annika Poutiainen (Board sustainability champion) Jaideep Paul (CFO) Management members (ex officio): Peter Odedina (Chief compliance officer) Simon O’Hara (Group company secretary) Oladimeji Olaniyan (Head of strategy and sustainability) Rogany Ramiah (Chief HR officer) For more on the work of the Sustainability Committee, see the sustainability section of our Strategic Report on pages 56-62 and our 2024 Sustainability Report. See Audit and Risk Committee report on pages 126-137 See Remuneration Committee report on pages 146-165 See Nominations Committee report on pages 138-145 ![]() 97 Airtel Africa plc Annual Report and Accounts 2024 97 Airtel Africa plc Annual Report and Accounts 2024 #### Other committees The Board also delegates certain responsibilities to our Finance Committee Finance Committee Approves funding and other financial matters in line with our delegated authorities or as requested by the Board. Initiates and manages key policies and major operational decisions relating to treasury and direct taxes. Executive Committee Advises and supports our CEO on the operation of our business. Helps our CEO fulfil his responsibilities by, for example, developing and implementing our strategy, monitoring our operating and financial performance, assessing risk, allocating resources and managing day-to-day operations. The committee meets fortnightly. More details on our ExCo can be found on pages 92-93 Operational Committees Our ExCo is supported by a number of operational committees: • The Operating Company (OpCo) Functional Review Committee – led by Group functional heads for their teams • The OpCo Business Review Committee – led by regional directors, with participants also including functional heads and OpCo managing director teams • The Regional Business Review Committee – led by our CEO with regional directors and Group functional heads participating • The Treasury Committee • The Executive Risk Committee Chair: Jaideep Paul (CFO) Members: Ravi Rajagopal (independent NED) Annika Poutiainen (independent NED) Segun Ogunsanya (CEO) Kamal Dua (deputy CFO) Attendee: Akhil Gupta represents the interests of Bharti Airtel in proposed treasury transactions (such as bond refinancing) affecting our parent group and conveys actions of Bharti Airtel that may affect Airtel Africa. #### A closer look at… Governance training for our subsidiary boards The directors of our subsidiary businesses across Africa must meet the legal and regulatory obligations in their respective jurisdictions. It’s their responsibility to make sure they always stay compliant. To this end, they receive training from external specialist advisors to understand their responsibilities. They also attend briefing sessions and have Board presentations and updates about regulations that directly affect the company. During the financial year, our subsidiary company directors had the following training: Kenya The directors and management of Airtel Networks Kenya had a sensitisation session on data privacy and protection from the Office of the Data Protection Commissioner, Kenya. As part of the Board’s work to reach our sustainability commitments and to align culture and operations with this priority, directors also attended a briefing session facilitated by the sustainability lead in the company. This highlighted the activities being undertaken in the country towards compliance and the role of directors in reaching this. Uganda Following Airtel Uganda’s listing, the Uganda Stock Exchange (USE) facilitated a training session on listing requirements under the USE Listing Rules 2021 for the Board and management. Malawi The new chair of Airtel Malawi plc had induction training with the managing director and members of ExCo. This gave an overview of the company and its operating environment, financial performance, and new regulatory, financial and risk developments. During the year, we also facilitated internal training and alignment on good corporate governance practices and company secretarial duties for all company secretaries sitting on subsidiary Boards. ![]() 98 Airtel Africa plc Annual Report and Accounts 2024 98 Airtel Africa plc Annual Report and Accounts 2024 #### Enhancing sustainability governance #### Corporate governancecontinued Sustainability Board champion Reports to each Board meeting on the work of the Sustainability Committee. Sustainability Committee Oversees sustainability strategy. Audit and Risk Committee Ensures integrity and assurance of ESG data and metrics. Remuneration Committee Incorporates ESG metrics in remuneration. Nominations Committee Ensures sustainability expertise on the Board. Member of: • Board • Audit and Risk Committee • Sustainability Committee Represents the Board on and at public and employee-facing matters and events. Monitors non-financial KPIs. Monitors ESG regulatory landscape and external reporting. Undertakes strategic risk management. Monitors performance against ESG metrics to support remuneration decisions. Board #### A closer look at… Governing sustainability matters Our sustainability strategy lies at the heart of our business, informing and influencing our corporate strategy at every stage. We have established and enhanced our governance structure so that sustainability is a core Board priority and responsibility. The delivery of the strategy and its goals is supported by dedicated workstreams led by sustainability goal-holders (ExCo members). Our Board of directors has ultimate oversight of our sustainability strategy, its implementation across the business and the integration of related metrics into remuneration. The Board is updated on progress on a quarterly basis and approves actions as appropriate. The Board is also responsible for how we’re managing climate-related risks and opportunities (CROs). It maintains this oversight through two of its committees: Sustainability and the Audit and Risk. The Sustainability Committee oversees the implementation of our sustainability strategy, while the Audit and Risk Committee oversees our management of risk, including how we assess and mitigate CROs. The Sustainability Committee is chaired by our CEO. It oversees progress in reaching our operational targets and goals, recommends updates and improvements, defines the actions and measurements necessary to achieve our goals, and regularly update the Board – all while acting as a point of contact for external bodies. The Sustainability Committee meets every other month and works closely with our ExCo. The Executive Committee is responsible for our sustainability strategy and vision at the Group level. It’s also in charge of implementing the strategy in all 14 markets and managing the workstreams that follow from this. The head of strategy and sustainability reports to the CEO and sits on the Sustainability Committee. He’s directly responsible for integrating our sustainability strategy across the business. This includes coordinating workstreams across functions and markets, collecting and analysing data and reporting on sustainability. The sustainability team works closely with the ExCo to make sure that Airtel Africa is doing all it can to find innovative and economically effective ways to be more sustainable. The head of strategy and sustainability also leads in developing, implementing and monitoring environmental strategies across the company. GOVERNANCE REPORT Our sustainability governance structure For more on the work of the Sustainability Committee, see page 96 , and see our Sustainability Report 2024 ![]() 99 Airtel Africa plc Annual Report and Accounts 2024 99 Airtel Africa plc Annual Report and Accounts 2024 #### The Board’s focus in 2023/24 #### During the 2023/24 reporting period, our Board held six scheduled meetings, including the regular quarterly #### meetings, a strategy session and the AGM. It also met an additional two times: first to consider our CEO succession plan, and again to review our full year financial statements and Annual Report approvals process and to approve our second Sustainability Report. We have good processes in place for running short and efficient additional virtual Board meetings to approve matters arising between meetings. #### Strategy Reviewed our strategic plan and worked to make sure our strategy stays robust. Remained focused on our growth strategy, strong operational execution and margin resilience – this has limited the impact of inflationary and currency headwinds on the Group. Received regular updates from the CEO and CFO, as well as business reviews and senior management presentations. Reviewed monthly Board reports from the CEO, including financial position, performance against budget and stakeholder updates. Considered the articulation of our corporate purpose – building on our strong purpose, vision and core values as stated in our business model. Discussed and reviewed market volatility and political uncertainty, inflation sensitivities and tax updates with senior management. Oversaw the launch of Nxtra by Airtel in December 2023, a new data centre business committed to meeting the continent’s growing needs for trusted and sustainable data centre capacity and to serving the fast-growing African digital economy. Continued to meet our regulatory obligations and to support local shareholders and the development of local markets with the Uganda Initial Public Offering in October. 40 billion shares began trading on the Main Investment Market Segment of the USE. Airtel Money Invited the CEO of Airtel Money to attend every Board meeting to update members on the business, the control and compliance environment, and on readiness for listing. Oversaw the completion of the operational separation of Airtel Money from the GSM business in preparation for its IPO and reviewed the change management process. • Monitored and reviewed the evolving regulatory landscape • Reviewed customer, transaction and distribution KPIs • Took steps to empower the management team to prepare and deliver the separation through a share incentive plan • Identified key risks under management • Reviewed and challenged the effectiveness of the risks and control framework to ensure an appropriate management system for financial services and a culture of compliance and accountability • Agreed the Airtel Money dividend policy on the recommendation of the Audit and Risk Committee • Tracked the number of regulatory requests and the reasons for these being raised by regulators in relation to anti-money laundering and KYC compliance • Reviewed ongoing efforts to meet gender balance targets • Our senior independent director and member of the Airtel Africa Audit and Risk Committee attended the Airtel Money Audit and Risk Committee to provide oversight to on behalf of the Airtel Africa Board Culture Discussed how to define a culture that promotes a positive feeling of ownership around strong controls and compliance – and how the Board sets the tone for this and monitors the results. ![]() 100 Airtel Africa plc Annual Report and Accounts 2024 100 Airtel Africa plc Annual Report and Accounts 2024 GOVERNANCE REPORT #### Corporate governancecontinued Discussed how the Audit and Risk Committee should be assessing and monitoring culture on an ongoing basis. Took a closer look at: • Our Nigeria operations, including the longer-term consequences of the naira devaluation on pricing, reinvestment and growth • Our IT strategy, including a holistic review of all security projects • Our network and IT platforms and their fitness for purpose and readiness for growth (Andy Green and Kelly Bayer Rosmarin offered their experience to help resolve resilience issues identified) • The performance in Republic of the Congo and Madagascar • Our portfolio and geographical strength versus competitors • Smartcash PSB business and customer acquisition rates • Our data centre plan • Our FibreCo business plan • Each segment (mobile services, Nigeria – mobile services, East Africa – mobile services, Francophone Africa – mobile services and mobile money), discussing the execution of respective business plans and performance reviews, key highlights and challenges, and recovery plans for underperforming OpCos • Our organisational structure, including restructuring the ExCo to align with our strategic ambition and reviewing the wider senior leadership team to enable the CEO to focus on more strategic matters, reduce the number of direct reports to the CEO, to build a strong executive pipeline, and to create other operational efficiencies • Our legal and compliance function • Airtel Business (B2B) working on organisational design, process mapping, dedicated and shared resources, incentive plans, and gaps in capacity and capability Strategy The Board’s appraisal and oversight of our strategy is embedded across its annual plan of work. This includes dedicated strategy days, business-led strategic updates throughout the year and Board approvals of specific projects. Evaluated and debated strategy presentations from management during the strategy day, reviewed and approved our Group strategy and supported the sustainability strategy. Continued to look at opportunities to create more value and expand our Airtel Money business to revolutionise the financial services landscape in Africa, particularly Nigeria. Discussed and identified ways to be more entrepreneurial, while keeping the highest levels of governance and complying with all regulations. We achieve this by making business choices with the mindset of an entrepreneur while delivering with the resources available. Spectrum expansion Established a Board working group to work with the CEO on spectrum auction matters, recognising the need to act quickly in auctions within agreed parameters. Reviewed and revised our investment strategy for buying spectrum to support our 4G network capacity expansion across markets for both mobile data and fixed wireless home broadband capability, and for future 5G rollout. This provides significant capacity for continued strong data growth and reflects our continued confidence in the opportunities in our markets to support local communities and economies through digital inclusion and connectivity. Continued to invest in spectrum across several markets to underpin growth ambitions. In Nigeria, we acquired 5G spectrum in the 3500 MHz band, and added to our 2600 MHz spectrum. We also acquired spectrum in the DRC, Kenya, Malawi, the Seychelles, Tanzania, Uganda and Zambia, which will help us maximise network capacity and coverage. Also invested in the renewal of 2100 MHz spectrum in Nigeria, following substantial spectrum acquisitions over the past year. This enhanced our network capacity and coverage and reflects our continued confidence in opportunities across the Nigerian market to support the local communities and economies through expanding digital inclusion and connectivity. Uganda spectrum In June 2023, the Uganda Communications Commission confirmed that Airtel Uganda Limited had qualified for the award of the 800 MHz and 3500 MHz spectrum. Simplifying our capital structure Following the capital reduction approval by shareholders at the 2023 AGM, which was subsequently sanctioned by the High Court of England and Wales, created distributable reserves that the company can use to facilitate returns to shareholders, whether in the form of dividends, distributions or buying Airtel Africa shares. Made significant progress this year and in previous years to reduce leverage and strengthen our balance sheet. Given the levels of cash accretion and reduced leverage, and considering our consistent strong operating cash generation, in early March the Board launched a share buy-back programme of up to $100m to run over 12 months. All purchased shares will be cancelled, leading to a reduction in issued share capital. Win with distribution The Board continued to invest in strengthening our distribution network, with a focus on rural areas. We expanded our exclusive franchise stores, adding almost 28,000 kiosks and mini shops, and almost 1,600 Airtel Money branches (AMBs) across our footprint. We also added more than 59,500 activating outlets, an increase of 20%. Win with data Continued to expand our 4G network and launched 5G in several OpCos to enhance customer experience for mobile users and broadband enterprise users. Expanding our 4G network and improving user experience has helped drive increased smartphone penetration, customer ARPU and consumption per data user across the segment. Win with mobile money Focused on growing our ecosystem and driving customer acquisition. We launched new international money transfer routes, as well as new loan products and continued to integrate more partners into our ecosystem. Win with cost Continued to enhance cost efficiency through changes in operating design and our response to macroeconomic changes. Examples are the rollout of most new sites using green initiatives like solar, batteries and grid connection. Embraced robust cost discipline and worked to find new ways to reduce operating costs by using the technology to optimise our networks and improve our capital expenditure efficiency. ![]() 101 Airtel Africa plc Annual Report and Accounts 2024 101 Airtel Africa plc Annual Report and Accounts 2024 Reviewed and approved our second Sustainability Report. Focused on a fair net zero transition with the adoption of our scope 3 plan. The Board continued to commit to developing infrastructure and services to drive both digital and financial inclusion for people across Africa. Reviewed and committed to our five-year pan-African partnership with UNICEF to roll out digital learning through connecting schools and ensuring free access to learning platforms in 13 countries. Reviewed the Board, committee and senior management succession plans as presented by the Group chair on behalf of the Nominations Committee. At each Board meeting, heard committee chair updates on the work of each committee and discussed and endorsed committees’ work as necessary. Considered ESG and health and safety updates as part of the Board and Sustainability Committee updates. Reviewed the full year results for sustainability KPIs and progress against targets – and set goals and targets for forthcoming year. #### Financial/performance Approved the full year results and financial statements, as well as the Annual Report and financial statements and accompanying RNS announcements for the 2023 financial year. Approved the half year results statement and quarterly statements for the 2024 financial year and accompanying RNS announcements. Reviewed company share performance and shareholder/analyst feedback. Discussed and approved our budget and annual operating plan for 2023/24 and received updates on execution. Reviewed and approved our tax and treasury policies (see www.airtel.africa ). Reviewed investor relations, external communications and media updates at each scheduled Board meeting, and reviewed and discussed a market and investor update from our corporate brokers. Approved payment of the interim dividend for the financial half year 2023/24 and recommended a final dividend for the financial year 2023. Continued to focus on strengthening our balance sheet. Approved the annual operating plan for the year ended 31 March 2024. Regularly reviewed our financial performance and forecasts. Endorsed our strategy of reducing external foreign currency debt at Group level. Determined a conservative leverage profile with a net debt to EBITDA ratio of 1.4x as of March 2024 in line with our continued focus on a strong balance sheet. Agreed to commit to: • A $125m revolving credit facility to provide potential interest rate savings in exchange for achieving social impact milestones. These relate to digital inclusion and gender balance with a focus on rural areas and women and align with our sustainability strategy • A $194m facility with International Finance Corporation (IFC), a sister organisation of the World Bank and a member of the World Bank Group. We’re committed to complying with the IFC Performance Standards on social and environmental sustainability and have put in place an environmental and social action plan. This is in line with our strategy to raise local currency and US dollar debt in our local OpCos. These facilities underpin our commitment to transforming lives across the communities where we operate, including addressing inequality and supporting economic growth. Foreign exchange (FX) headwinds and currency devaluations Considered currency devaluation sensitivity risk going forward and how operating leverage and cost efficiencies could offset exchange rate headwinds and inflationary pressures (Kenyan shilling, Malawi kwacha, Nigerian naira, Zambian kwacha.) Nigerian naira devaluation Considered in detail the changes in the FX market in Nigeria introduced by the Central Bank. These had a significant impact during the year on our reported currency revenue growth, although this should not overshadow our strong overall growth. These changes will support our businesses longer term in Nigeria, where we continue to invest, and the Board remains focused on enhancing long-term value through sustained and efficient growth. Considered the accounting treatment of the naira devaluation and whether should be classified as exceptional. For more on our response to Nigerian naira devaluation, see page 50 Similar considerations were given to the Malawian kwacha devaluation. FX scarcity issues Following the devaluation of the Nigerian naira and Malawi kwacha, we tracked whether the new foreign currency policy and subsequent realignment of the several market exchange rates would provide greater US dollar liquidity over time and help to alleviate the challenges of the last few years in accessing US dollars in the market. Reviewed the legal, regulatory and commercial aspects of potential structures for FX sourcing and repatriation of funds. Deloitte presented the audit plan and we considered whether this would drive further improvement in audit quality. Agreed the viability statement disclosed in the 2023 Annual Report. Reviewed risk reports, the appropriateness of preparing financial statements on the going concern basis and the Audit and Risk Committee’s advice on making a ‘fair, balanced and understandable’ statement in the Annual Report. Approved the adoption of the going concern basis of accounting in preparing the half and full year results. ![]() 102 Airtel Africa plc Annual Report and Accounts 2024 102 Airtel Africa plc Annual Report and Accounts 2024 GOVERNANCE REPORT #### Corporate governancecontinued #### Leadership and employees Amplified employee listening Board members participated in diverse events across the Group. See pages 116-117. Progressed Board succession planning Approved the appointment of a new CEO and reduced Board numbers from 13 to 11. See pages 85, 138 and 140. Discussed how to support the CEO designate as he moves into his new role and provided guidance and focus on operational issues. Reviewed the business separation steps for Airtel Money, as well as arrangements for Airtel Business (B2B). Regularly updated by our CEO and chief HR officer on employee engagement and talent pipeline initiatives, including our ‘Women in technology’ one-year mentoring programme, the new Airtel Africa mobility programme and the Digital Labs initiatives. The chief HR officer provided regular updates on key vacancies (ExCo, senior leadership and OpCo MDs) and on efforts to improve gender balance at senior management level. Win with people Regularly reviewed our strategy to ensure that we always have the right people, with the right skills in the right roles at the right cost, who can demonstrate Airtel Africa’s unique culture. This year we focused particularly on Airtel Money, Business to Business (Enterprise business, Nxtra (data centre) and Fiberco) and OpCo network operations. Supported the growth of young talent through graduate training programmes. Heard regular updates from our chief HR officer on talent considerations including trends in recruitment, staff retention and turnover, and succession planning. Worked to make sure our remuneration policy remains appropriate and able to incentivise our executive team, while being able to adapt to each year’s developments and strategy. Endorsed the CEO’s ExCo appointment of: • Carl Cruz, managing director, CEO Nigeria • Anwar Soussa, regional director, Francophone Africa • Jacques Barkhuizen, chief information officer • Martin P Fréchette, chief legal officer • Oliver Fortuin, CEO Airtel Business (Africa) • Sunil Taldar, director, Transformation (and CEO designate) Endorsed the appointments of Kamal Dua, deputy chief finance officer and Oladimeji Olaniyan, head of strategy and sustainability to the senior management team. Invited each regional director and each of the functional ExCo members to present business updates to the Board on rotation, giving the Board the opportunity to assess and compare the management styles of each presenter. Held a Group talent update: a full organisational and succession review across the senior leadership team providing our Board with the opportunity to understand our business requirements and provide input. Reviewed our people agenda and the robustness of our succession plans for improving diversity, talent management and bench strength and endorsed our talent, culture and employee engagement initiatives. Agreed to continue to focus on achieving greater gender balance within our business. Discussed initiatives to meet diversity targets such as gender-balanced shortlists and interview panels and new networks to increase junior-level exposure to management, integration and visibility initiatives. #### Internal control and risk management Data security Through the CEO’s monthly and quarterly reports, the Board received regular data security updates and reviewed cybersecurity initiatives. Considered and agreed the Group’s risk appetite and principal and emerging risks and approved risk appetite statements. Agreed the Modern Slavery Act Statement (available at www.airtel.africa ). Oversaw the November rollout of mandatory compliance training across the Group and monitored the rollout of online learning programmes for capability building, functional training and key competency areas. The Audit and Risk Committee was briefed on completion and certification rates for our annual Code of Conduct mandatory training. The courses included: • Code of conduct policy • Anti-bribery and anti-corruption policy • Anti-fraud policy • Information security Closely monitored and reviewed the impact of the coups in Niger and Gabon and disruption to international connectivity as a result of passing through Sudan and Cameroon. #### Governance and stakeholders Considered and approved the notice of Annual General Meeting for issue to shareholders and the arrangements for the 2023 AGM. Reviewed related-party transactions during the year, determined that these were at arm’s length and agreed appropriate disclosures. Established a regulatory sub-committee of the Board, chaired by Paul Arkwright, special adviser to the chair and Board. This will: ensure oversight of geopolitical trends and opportunities to maximise influence on political and security developments in our OpCos. It will also: • Create a results-focused forum to address regulatory and market access issues • Consider political, legal and reputational risk in the medium term (including government and policy changes affecting business operations) • Factor in relevant events such as Board meetings, strategy discussions and visits by our chair to OpCos (including in his capacity as chair of the G20 B2B Group on integration of African economies). This committee does not seek to interfere with the work of the regulatory team or regional MDs. ![]() Continued to support our Nigeria management team in identifying ways to ensure all subscribers provide their valid National Identification Numbers (NINs) and update their SIM registration records – this followed a Nigerian Communications Commission (NCC) directive to all Nigerian telecom operators Supported working closely with the regulator to minimise disruption and make sure affected customers continued to benefit from full connectivity in line with our aim to drive increased connectivity and digital inclusion. 103 Airtel Africa plc Annual Report and Accounts 2024 103 Airtel Africa plc Annual Report and Accounts 2024 Held two additional single topic Board meetings to review: 1. Our Annual Report to ensure it was fair, balanced and understandable before formal approval at the May Board meeting 2. Our second Sustainability Report to make sure it was aligned with our 10-year business plan Our corporate legal advisors, Herbert Smith Freehills LLP, provided training on the political environment, governance reform, liability to investors and the focus on directors’ duties. The subsequent Board discussion focused on audit, diversity, market abuse and section 172 compliance. Our roadmap to net zero and reducing greenhouse gas (GHG) emissions In November 2023, we launched our scope 3 strategy. This focuses on an ongoing engagement programme across our supply chain with top-tier partners and suppliers, ensures a regular flow of information, and enables us to monitor their impact on the environment. Continued to monitor scope 1 and 2 emissions with the intention to achieve our near-term target of 62% reduction in scope 1 and 2 emissions intensity by 2032. Our strategy has been costed and is being rolled out to the business. For more on our decarbonisation strategy, see our ‘Journey towards a net zero future’ on www.airtel.africa Considered the output and recommendations from the Board and committees’ effectiveness review, and considered areas of focus and how to implement these. Reviewed and approved the directors’ register of interests, and received details of Board members’ external appointments and share dealings. Reviewed our compliance with the UK Corporate Governance Code and wider statutory and regulatory requirements. Established the Airtel Africa Charitable Foundation. Reviewed our Task Force on Climate-related Financial Disclosures (TCFD) and identified climate-related risks and opportunities – and more widely, continued to oversee and support the implementation of our sustainability strategy. Monitored and reviewed the effectiveness of the information sharing and separation protocols between Airtel Africa and Bharti Airtel and received updated training on applying these protocols from our corporate legal advisors and company secretary. Monitored and considered stakeholder feedback and continued to actively promote wider engagement. Reviewed the quarterly compliance certificates provided by executive management confirming the adequacy of procedures to review the effectiveness of our internal and disclosure controls and discussed areas of non-compliance. Received a joint presentation and had a discussion with our corporate brokers on our share price performance since IPO, investor profile, ESG profile and dividend yield and on capital return considerations in July 2023. ![]() 104 Airtel Africa plc Annual Report and Accounts 2024 104 Airtel Africa plc Annual Report and Accounts 2024 GOVERNANCE REPORT #### Corporate governancecontinued #### A closer look at… Our Board strategy session October 2023 Purpose To review external changes and understand potential impacts on our long-term strategy. And to assess both the risk and opportunities we face and identify key topics to consider continuing maximising both shareholder and stakeholder value. Attendees 40 people, including our: • Board • Group Executive Committee (ExCo) • Group strategy team • Finance team Reviewing the external context Our Board discussion was in the context of a challenging operating environment and unprecedented market volatility driven by macroeconomic and geopolitical factors, including inflationary pressures, political uncertainty and FX devaluation across several key markets. In this context, we considered the short-, medium- and long-term impact on our portfolio, supply chain and stakeholders, and the consequences for our transition to net zero by 2050. This was set against positive economic prospects in sub-Saharan Africa: a growing youthful population, rising urbanisation and low unique SIM penetration. For now, persistent inflationary pressures continue to subdue economic prospects. Confirming strategic options Our ‘Win with’ strategy continues to help us create value for our shareholders. We stress- tested the strategy and its alignment with our purpose by assessing the following areas: • The progress made by each OpCo against Group targets, as well as processes supporting growth and potential opportunities • Our financial strategy, including the balance of capital allocation and our approach to funding accelerated growth • Investor priorities and views on our strategy and ambitions • The role of our people and our organisational culture, skills and capabilities • The optimal business mix to support net zero and deliver long-term value Outcomes and next steps We agreed to make sure upcoming Board work includes: • Confirming that our strategic pillars are unchanged and that digitisation and sustainability continues to underpin each pillar • Confirming that each of our collaborative businesses – GSM, Airtel Money, Airtel Business and Airtel Digital – are well placed for their continued focus on growth and execution • Approving the strategic priorities for each OpCo and agreeing optimal growth areas within each • Regularly reviewing our capital allocation framework in the context of the evolving macroeconomic environment • Setting an ongoing programme of strategic questions and topics to consider during 2023/24 ![]() 105 Airtel Africa plc Annual Report and Accounts 2024 105 Airtel Africa plc Annual Report and Accounts 2024 #### Board attendance Our directors make every effort to attend all Board and committee meetings. During this reporting period, our Board and committee meetings were fully attended with one exception. In October 2023, Sunil Bharti Mittal was called to a last-minute meeting with India’s prime minister, Narendra Modi, and so was unable to attend the scheduled Board meeting. He passed on his comments through Akhil Gupta and Andy Green, senior independent director. If a director is unable to attend a meeting, they receive the papers in advance and give their comments to the chair to communicate at the meeting. The chair follows up with them after the meeting about decisions taken. Directors’ other significant commitments are disclosed to the Board during their appointment, and they must notify the Board of any subsequent changes. We have reviewed the availability of the chair and the non-executive directors to perform their duties and consider that each of them can and does devote the necessary amount of time to Airtel Africa. Board members during 2023/24 Scheduled Board meetings Number of additional Board meetings attended 1 Audit and Risk Committee Remuneration Committee Nominations Committee Market Disclosure Committee 3 Sustainability Committee Sunil Bharti Mittal 2 5 Chair 5/6 2/2 3/3 Segun Ogunsanya CEO 6/6 2/2 2/2 7/7 Jaideep Paul 3 CFO 6/6 2/2 7/7 Andrew Green Independent non-executive director 6/6 2/2 10/10 3/3 2/2 Awuneba Ajumogobia Independent non-executive director 6/6 10/10 6/6 Doug Baillie Independent non-executive director 4 4/4 3/3 3/3 1/1 John Danilovich Independent non-executive director 6/6 2/2 6/6 Tsega Gebreyes Independent non-executive director 6/6 2/2 6/6 1/1 Annika Poutiainen Independent non-executive director 6/6 2/2 10/10 7/7 Ravi Rajagopal Independent non-executive director 6/6 2/2 10/10 3/3 2/2 Akhil Gupta 2 Non-executive director 6/6 2/2 Kelly Bayer Rosmarin 2 4 Non-executive director 4/4 2/2 Shravin Bharti Mittal 2 Non-executive director 6/6 2/2 Note: in the table, the first number represents attendance. The number following the divider represents number of scheduled meetings. 1 Additional unscheduled Board meetings took place in connection with our CEO succession plan, the approval of the Annual Report and related matters, and approval of our sustainability strategy. 2 Appointed in line with the relationship agreement. 3 Communicates monthly in writing before releasing information in line with the information protocols and service agreement with Bharti Airtel. 4 Stepped down from the Board on 1 November 2023. 5 Sunil Bharti Mittal was asked to meet with India’s prime minister, Narendra Modi, and so was unable to attend the October 2023 meeting. #### A closer look at… Governing the separation of Airtel Money Keeping a close eye on progress During the year, our Board closely monitored the progress made on restructuring the Airtel Money Commerce B.V. (AMC BV). The Airtel Money CEO gave quarterly presentations and reports to our Board. These covered areas such as quarterly performance, financial data, risks and opportunities, and significant issues. He also reported monthly to the Board on significant developments, including the status of the restructuring project across our mobile money business and progress against completion conditions as described in the investment agreement. Key interests and concerns IT and cybersecurity strategies Through the Audit and Risk Committee, the Board monitored the rollout of the IT strategy to ensure platform stability and service uptime for customers. Our aim was to enhance the effectiveness and efficiency of the money transfer business. We needed to consider the strict controls exerted by each of the 13 connected central banks and the financial intelligence departments in each market. So, the Board requested that management intervene on a timely basis to minimise incidents and frauds. To this end, our Audit and Risk Committee received regular updates on IT and cybersecurity strategies, particularly around the Mobiquity platform upgrade and IT process refinements. Controls, risks and compliance Our Board asked Andy Green, as a member of our Audit and Risk Committee, to attend AMC BV Audit and Risk Committee meetings. The committee benefited from his knowledge, expertise and guidance, and his quarterly reports to the Board provided oversight and assurance on how the committee was monitoring controls and risk-related issues. Our aim was to make sure that all controls on potential significant anti-money laundering breach, fraud or financial impropriety, or cybersecurity incidents were appropriately applied to minimise risks to the Group. Every six months, our Audit and Risk Committee chair also met with the AMC BV Audit and Risk Committee chair and the AMC BV CEO to discuss strategic matters. A one-off remuneration vehicle to successfully deliver the AMC BV IPO In line with the IPO journey of AMC BV, our Board approved a one-off Airtel Money pre-IPO long-term incentive plan (LTIP). This was intended to motivate, reward and retain key employees, incentivising exceptional business performance. ![]() 106 Airtel Africa plc Annual Report and Accounts 2024 106 Airtel Africa plc Annual Report and Accounts 2024 #### Board evaluation Board performance With the assistance of the company secretary, we evaluated the effectiveness of our Board and its committees and directors in the last quarter of the financial year. Our aim was to measure our Board operations against good practice and the corporate governance principles referred to in Principle L and Provisions 21, 22 and 23 of the Code. In 2023/24 the Board evaluation focused on seven core areas: • Board composition and dynamics • Stakeholder oversight • Board support • Management and focus of meetings • Board committees • Strategic oversight • Succession planning and people oversight During the year the Board undertook a second internal evaluation (the three previous yearly reviews were externally facilitated). The Group company secretary circulated questionnaires for feedback on a range of areas to the Board, the directors and each committee. The evaluation probed the Board’s oversight of wider strategy, risk management and internal controls, succession planning and employees, and priorities for change. A report was prepared on the completed questionnaires and the secretary relayed the feedback gathered to the chair and senior independent director. The Board and each committee then discussed the results in detail, and the chair had follow-up discussions with directors on the findings. Separately, the senior independent director held a meeting of the non-executive directors without the chair to consider the chair’s performance and the running of the Board. This evaluation confirmed that the Board, its committees, and individual members all continue to operate effectively and that each performed strongly during the year. In response to the areas identified for focus in last year’s evaluation, the Board recognised that discussions and interactions between management and Board members had become more productive thanks to more time for informal engagement around formal meetings. While the IT function, cybersecurity and disaster recovery plans had improved during the year, the Board sought a deeper understanding of digital and data developments and the threats and opportunities each presented. The Board also noted that more time and resources had been allocated to strategic matters, emerging trends and potential medium- to long-term implications leading to a more meaningful Board strategy session. While the Board’s focus on risk during the year resulted in improved ratings for its oversight of risk, more work is required to mitigate risk. At the Audit and Risk Committee level, oversight of compliance controls is good – the Board would like to receive more detail on this in its own meetings. From the anonymised survey responses, we identified key focus areas and recommendations for the Board and its committees. 2023/24 evaluation results The chair and company secretary presented the reports to the Board in May 2024 for discussion and review. Recognising its strengths and areas to develop, the Board and its principal committees agreed actions for the coming year. For details, see table ‘Board evaluation 2023/24’. Conclusions The 2023/24 evaluation has shown that the Board has the appropriate balance of skills, experience, independence and knowledge to perform Board and committee responsibilities effectively. Respondents unanimously agreed that the Board had performed well over the year and was operating effectively. The chair, assisted by the company secretary, drew up a list of action points based on the evaluation and allocated responsibility for completing the actions. The Board and each committee will review progress against these at each meeting. Reappointing directors at the AGM In line with the Code, all directors, with the exception of John Danilovich, will be putting themselves forward for re-election at our AGM on 3 July 2024. Sunil Taldar and Paul Arkwright will stand for election following their appointments on 1 July and 9 May, respectively. Following the formal performance evaluation described here and considering each director’s skills and experience (set out on pages 88-91), the Board concluded that all directors continue to give sufficient time to their Board duties and believes that the re-election of all directors is in the best interests of Airtel Africa. The chair confirmed that the non-executive directors standing for re-election at this year’s AGM continue to perform effectively, both individually and collectively. He also agreed that each non-executive director shows commitment to their roles and continues to provide constructive challenge, strategic guidance and specialist advice, including holding management to account. GOVERNANCE REPORT #### Corporate governancecontinued ![]() 107 Airtel Africa plc Annual Report and Accounts 2024 107 Airtel Africa plc Annual Report and Accounts 2024 #### Board evaluation 2023/24 Outcome Key findings and areas for focus Action General feedback • The Board is satisfied with its composition, expertise and performance and the content of its meetings • The diversity, inclusivity and openness of the Board are strengths • Performance of the committees is strong and led by respective chairs • Continue to encourage an open culture and productive discussions among Board members and with ExCo members • Improve interactions between management and Board members by creating more time for informal engagement around formal meetings • Improve the Board’s understanding of employee sentiment (the next all-employee survey is due July 2024) Strategic oversight Digital and data developments Deepen the Board’s understanding of digital and data opportunities and threats Risk • Continue to focus on risk and ensure adequate time to discuss risk mitigation strategies • Improving Board-level reporting on compliance controls Strategic focus • Regular discussions on culture and values are welcomed • There are opportunities to enhance the strategic focus of the Board discussions, including around emerging trends and their medium- and long-term implications Allocate time and resources to focus more on: • Strategic matters – including foreign exchange liquidity and rate volatility, regulatory and tax matters • Emerging trends and their potential medium- to long-term implications • Our competitive environment Governance and compliance • Review the Board agenda to ensure an appropriate focus on business, operational and strategic topics and balance with governance and compliance matters Update the Board agenda to create more time to discuss operational and strategic topics Continue to focus on Board and management succession planning and on ensuring a strong pipeline of diverse talent by: • Identifying key areas of expertise such as telecoms and fintech experience, as well as African resident candidates with specific finance skills, and pointing our recruitment and talent pipeline in this direction • Continuing to find more opportunities for Board members to engage with employees in different locations, such as during site visits Company secretary support There was broad recognition that the company secretary provides strong support to the Board • Continue to focus on improving pre-read materials and use of summaries. Materials should include full slide decks, including appendices • Board presentations should contain no more than four slides, unless approved by the CEO Sustainability strategy We need to make sure that our sustainability is central to Board discussions and our business practices and processes • Identify how to fill sustainability funding gaps ![]() 108 Airtel Africa plc Annual Report and Accounts 2024 108 Airtel Africa plc Annual Report and Accounts 2024 Airtel Africa plc ordinary shares have been trading on the main market of the London Stock Exchange since 3 July 2019, so we apply the principles and comply with the provisions of the 2018 UK Corporate Governance Code (the Code) and explain any non- compliance. (See the Code at frc.org.uk.) While we have a secondary listing on the Nigerian Stock Exchange (NGX), we’re permitted by NGX listings requirements to follow the corporate governance practices of our primary listing market. The principles set out in the Code emphasise the value of good corporate governance to the long-term sustainable success of listed companies. Our Board is responsible for ensuring that we have appropriate frameworks in place to comply with the Code’s requirements. This governance report and the strategic report set out how Airtel Africa has applied the principles of Code throughout the year. The Board believes that during the reporting period the company was in full compliance with all applicable principles and provisions of the Code except for Provision 9, as described last year and set out below. Teamwork is the essence of good governance – and achieving solid corporate governance and transparency in our reporting remains a shared ambition at Airtel Africa. Simon O’Hara Group company secretary #### Compliance with the UK #### Corporate Governance Code Code provision not yet met Provision 9: the chair should be independent on appointment when assessed against the circumstances set out in Provision 10. Explanation The Board has concluded that our chair, Sunil Bharti Mittal, did not meet the independence criteria of the Code due to his interests in the company. However, in view of his extensive involvement with the company and the Bharti Airtel Group over many years, the Board considers that he has made a major contribution to our growth and success and unanimously agrees that his continued involvement is crucial to the ongoing success of Airtel Africa. The Board has put several safeguards in place to ensure robust corporate governance during his tenure as chair. These include appointing Andy Green as senior independent director to act as a sounding board and support for the chair and as an intermediary for other directors and shareholders. The independent non-executive directors have carefully considered Sunil’s leadership position. As part of the annual Board evaluation process, they looked at the checks and balances in place to mitigate the risk of having a non- independent chair, including the impact on Board effectiveness and Board dynamics. They concluded that these checks and balances are strong and effective. Our strong culture has benefited from stable and consistent leadership at Airtel Africa. The seven independent non-executive directors on the Board provide a fresh perspective and challenge, a range of corporate experience, and effective challenge to the chair and other executive directors. This was endorsed by the three consecutive external evaluation exercises undertaken since listing. The Audit and Risk Committee and the Remuneration Committee are each chaired by an independent non-executive director. The Nominations Committee is chaired by Sunil Bharti Mittal. We also review the chair’s performance as part of the annual Board evaluation exercise. In line with the Code, the chair only sits on the Nominations Committee. The Board believes Sunil Bharti Mittal continues to effectively oversee our leadership and maintain a balanced shareholder agenda. We’ll continue to report against this provision while Bharti Airtel remains a majority shareholder or until the chair is no longer in place, at which time these arrangements will be reviewed. GOVERNANCE REPORT #### Our compliance with the UK Corporate Governance Code ![]() 109 Airtel Africa plc Annual Report and Accounts 2024 109 Airtel Africa plc Annual Report and Accounts 2024 1. Board leadership and company purpose A. An effective and entrepreneurial Board Our Board is responsible for Airtel Africa’s system of corporate governance. As such, directors are committed to developing and maintaining high standards of governance that reflect evolving good practice. The Board provides strategic and entrepreneurial leadership within a framework of strong governance, effective controls and an open and transparent culture. This enables opportunities and risks to be assessed and managed appropriately. Our Board also sets our strategic aims and risk appetite, makes sure we have the financial and human resources in place to meet our objectives, and monitors our compliance and performance against our targets. And finally, the Board ensures we engage effectively with all our stakeholders and considers their views in setting our strategic priorities. Roles and responsibilities We have well-documented roles and responsibilities for directors, and a clear division of key responsibilities between our chair and CEO to help maintain a strong governance framework and the effectiveness of our Board. Our clearly defined policies, processes and procedures govern all areas of the business. These will continue to be reviewed and refined to meet business requirements and changing market circumstances. We re-examine budgets considering business forecasts throughout the year to make sure they’re robust enough to reflect the possible impact of changing economic conditions and circumstances. We conduct regular reviews of actual results and future projections compared with the budget and prior-year results, as well as with various treasury reports. We monitor any disputes that could lead to significant litigation or contractual claims at each Board meeting, with updates provided by the CEO and CFO as part of their reports or tabled by the company secretary. We have a Board-approved framework of delegated authority to identify and monitor individual responsibilities of senior executives. The Board recognises that, as Airtel Africa continues to grow as a transformative force for good, it is our duty to uphold the highest standards of ethical conduct, integrity, and compliance in all that we do. The Board recognises that each one of us has a responsibility to adhere to all compliance policies, including the Code of Conduct and anti-bribery and corruption policy. These policies set expectations for the behaviour of all employees and are grounded in our core values of Alive, Inclusive and Respectful. B. Purpose, vision, strategy and culture Our purpose is to transform the lives of people across sub- Saharan Africa. Airtel Africa is transforming lives across Africa. Our services are connecting the unconnected, reaching the financially excluded and bridging the digital divide – which helps unlock the extraordinary potential for Africa’s people, businesses and economies to grow. As an African business, serving the communities in which Airtel Africa people live and work, the company is a partner in delivering sustainable development objectives in the 14 countries in which we operate. Strategy We’re able to deliver this positive social impact because of the strength of our business model and our excellence in executing our ‘Win with’ strategy, which is underpinned by our four-pillar sustainability strategy. Our products, services and programmes foster financial inclusion, drive digitisation and empower our 152 million customers and the communities in which they live. To continue to serve our vision of enriching the lives of our customers, we have a clear business objective: to grow market share profitably and create superior enterprise value while delivering our sustainability strategy. We provide essential services that are unlocking the potential for people and economies to grow. The Board sets the strategy for aligning with our purpose. Our ‘Win with’ strategy ensures that working to deliver our sustainability strategy underpins everything we do. Our focus on the digitalisation of our products and services, as well as our internal systems and processes, increasingly functions as an accelerator for each of our strategic pillars. Underpinning our strategy for growth is our sustainability strategy. This supports our well-established corporate purpose of transforming lives, as well as our continued commitment to sustainable development and acting as a responsible business. Our sustainability strategy sets out our goals and commitments to foster financial inclusion, bridge the digital divide and serve more customers in some of the least penetrated telecoms markets in the world. This year, we continued to make strong progress in each of our core strategic pillars: ‘Win with technology’, ‘Win with distribution’, ‘Win with data’, ‘Win with mobile money’, ‘Win with cost’ and ‘Win with people’. For more on our strategy, see the strategic report from pages 24-33 Culture Our Board believes that a healthy culture – which drives the right behaviours, protects and generates value and helps employees live up to our values – will lead to the successful delivery of our business goals. It is responsible for defining our values and setting clear standards from the top. Our chair leads the way by ensuring our Board operates correctly and with a clear culture of its own which can be cascaded to our wider operations and dealings with all stakeholders. Our CEO, with the help of the CFO, our chief HR Officer and the senior leadership team, is responsible for the culture within our wider operations. To enable us to build a high-performing workforce that aligns with our business priorities, our talent strategy mirrors the four pillars of our people strategy: talent acquisition, talent development, diversity and performance management. We continue to build our people and talent capabilities and our business capacity through: • On-the-job learning and encouraging teams to take ownership of their development, supported by the 70:20:10 development principle – experience, exposure and education • Simplifying and automating HR and employee processes, removing duplication of work and embedding cross-functional collaboration ![]() 110 Airtel Africa plc Annual Report and Accounts 2024 110 Airtel Africa plc Annual Report and Accounts 2024 • Improving rewards and recognition for employee performance including fixed, variable and share incentive plans • Embedding our pay for performance principles which guides our reward philosophy and how we review our employee performance The Board receives regular reports that allow it to examine our company culture. This has led to Board discussions on topics ranging from gender balance across the business to how to achieve better workforce engagement. The Board strives to satisfy itself that policies, practices and behaviours throughout the business are in line with our purpose, vision, values and strategy. In 2024, the directors revised our Board Diversity policy to include support for the recommendations and targets set out in the FTSE Women Leaders Review (formerly Hampton-Alexander Review) on gender balance, the Parker Review on ethnic diversity, and more generally the Listing Rules. Our Nominations Committee considered the Board’s diversity as part of director recruitment exercises and monitors progress against our gender balance targets. For more information on Board diversity, see page 144 At each meeting, the Board was updated through the CEO’s quarterly report on issues affecting the health and wellbeing of employees. This resulted in several employee wellness initiatives, as well as support for emergency responses during natural disasters. A key component of our sustainability strategy is ensuring we create a safe working environment for all employees. For more information on employee wellbeing, see page 116 Our chief internal auditor has a robust reporting framework for monitoring our compliance culture and includes findings in the quarterly internal audit report to the Audit and Risk Committee for subsequent sharing with the Board. Our Remuneration Committee helps the Board oversee culture by making sure our remuneration philosophy and principles encourage behaviours consistent with our purpose, vision, values, strategy and culture. It does this primarily by focusing on diversity and inclusion, people and community engagement. The committee tracks performance in these areas and reports to the Board as appropriate. Annika Poutiainen is our Board sustainability champion, supported by the CEO, CFO and company secretary as fellow committee members. She reports at each Board meeting on the work of the Sustainability Committee. This meets every two months and receives occupational health and safety updates enabling directors to monitor key metrics of our health and safety framework. Our chief HR officer attends most Board meetings and all Remuneration Committee meetings to update members on diversity and inclusion efforts, how we attract and retain talent, succession planning and employee engagement. The chair of the Remuneration Committee also includes these topics in his report to the Board. While our leadership establishes our culture and leads by example, our clear policies and Code of Conduct ensure that our obligations to shareholders and other stakeholders are clearly understood and met, as described in more detail on pages 114-125. For more on how our Board oversees our culture, see page 116 O u r p u r p o s e i s t o t r a n s f o r m li v e s O u r v i s i o n i s t o e n r i c h t he l i v e s o f o u r c u s t o m e r s #### Monitoring our culture O u r p e o p l e O u r v a l u e s O u r s t r a t e g y U n d e r p i n n e d b y a s t r o n g g o v e r n a n c e f r a m e w o r k a n d c o d e o f c o n d u c t We have a clear ‘win with’ business strategy We have a clear sustainability strategy We create great people from a diverse pool We ensure engagement is at the heart of our business decisions We have a clear purpose and vision We are digitising our people processes to improve the overall employee experience and create a more engaging place to work We provide coaching and functional skills through our digital learning platform, programmes and assessments Alive: we act with passion and a can-do attitude driven by innovation and an entrepreneurial spirit Inclusive: we champion diversity and enrich the lives of the people and communities we serve Respectful: We are humble, open and honest and deliver on our promises GOVERNANCE REPORT #### Our compliance with the UK Corporate Governance Codecontinued ![]() 111 Airtel Africa plc Annual Report and Accounts 2024 111 Airtel Africa plc Annual Report and Accounts 2024 C. Company performance and risk management Our CEO manages the Group’s business in line with the strategic plan and approved risk appetite and takes responsibility for the operation of the internal control framework. Our Audit and Risk Committee oversees potential risks and provides the Board with strategic advice on current and potential future risk exposures. Our risk management framework supports informed risk-taking by our businesses, setting out the risks that we’re prepared to be exposed to and the risks that we want to avoid. More information on risk management can be found on pages 70-77 D. Stakeholder engagement Our Board members are increasingly engaging with shareholders and wider stakeholders and addressing their concerns. This is in keeping with our sustainability strategy, which addresses stakeholder concerns as advised by the Global Reporting Initiative (GRI), and the ongoing development of our remuneration policy. Our director induction includes directors’ duties under section 172 of the Companies Act 2006. The Board regularly receives feedback on shareholder sentiment and sell-side analysts’ views of our business and the wider industry. Our Investor Relations team and management have frequent contact with the 14 active equity research analysts who follow Airtel Africa. The chair of the Board, the Remuneration Committee chair, other members of the Group’s senior management such as the company secretary and head of sustainability, as appropriate, also engage regularly with investors on a wide range of matters including governance, people, remuneration and sustainability. Our Board discusses the impact of all major decisions on our workforce before drawing its conclusion. Sunil Bharti Mittal is our designated Board director for employee engagement, given his regular travel to our OpCos. Stakeholder considerations are included in every Board paper as part of the standard template. This ensures that we factor the needs and concerns of our stakeholders into Board discussions and decisions in line with section 172 of the Companies Act 2006 (see statement on page 71). For more on how we engage with our key stakeholders see pages 114-125 E. Workforce policies and practices We expect all businesses and employees to work with the highest standards of integrity and conduct at all times. Our updated Code of Conduct, which can be found on our website, sets out our expectations in detail. We also have policies focused on anti-bribery and corruption, whistleblowing and data protection (GDPR) setting out the framework that all companies and employees are expected to follow. Each year, our employees receive up-to-date training on legislative and regulatory matters. Our management processes and divisions of responsibility are detailed in the following documents, which can be seen on our website: • Schedule of matters reserved for Board decisions, including profit expectations and dividend policy • Terms of reference for Audit and Risk, Nominations, Sustainability and Remuneration Committees • Policies covering operational, compliance, corporate responsibility and stakeholder matters, including ones related to the Bribery Act 2010 and anti-corruption – these are updated as necessary in line with developments in corporate governance and legislation • Our Articles of Association Our policies are reported on to the Board and Audit and Risk Committee by our chief of internal audit and risk assurance, chief compliance officer and Group company secretary. A description of our whistleblowing procedures is set out on page 135 #### Culture benefits For the company For employees Talent retention and development Helps us keep top-performing talent by offering people a chance to grow and learn and showing our commitment to developing and retaining good employees Learning and development • Developing new skills and understanding new business environments • More adaptability and better problem-solving skills • A global mindset, which is increasingly important given the rise of interconnected multicultural teams Knowledge and skill transfer • Facilitates the transfer of knowledge and best practice between OpCos as well as building capabilities • Helps increase innovation and efficiency in host OpCos Career growth Exposure to new challenges and skills to accelerate career growth Enhanced organisational productivity Participants have reported improved engagement, morale and job satisfaction, which enhances our organisational productivity Enhanced employee engagement Improved engagement, morale and job satisfaction Diversity and inclusion Supports a growing culture of diverse thought that welcomes differing perspectives Financial benefit Employees are compensated during the assignment Global leadership development and competitive advantage More opportunities to identify and cultivate future talent who can navigate complex business environments ![]() 112 Airtel Africa plc Annual Report and Accounts 2024 112 Airtel Africa plc Annual Report and Accounts 2024 To help people develop fulfilling and rewarding careers, we have a performance and reward system. We look to promote internally and to give people roles where they can grow their skills and capabilities. Our Airtel Africa mobility programme helps us identify and reward high-performing teams by sending them to different OpCos to share and enhance skills. We continue to identify training needs through manager assessments and employee input. We also use performance review feedback to make sure people can develop the skills they need. Our learning and development provision includes our online learning platform, Percipio, in-person training, and cross-border and cross-functional training. All employees are given help, training and encouragement to reach their potential and use their unique talents. Our efforts are strategically focused on enhancing functional capabilities and fostering leadership qualities. We continually work on cybersecurity awareness through ongoing employee training ensuring that necessary responses to cybersecurity risks are clearly understood. We run regular training programmes on cybersecurity and conduct regular cybersecurity risk assessments to increase awareness of social engineering fraud and system access caused by poor security protocols. For more detail on our learning and development initiatives, see page 117 of this report and our 2024 Sustainability Report 2. Division of responsibilities F. Role of the chair The roles and responsibilities of the chair and CEO have been clearly defined, set out in writing and signed by Sunil Bharti Mittal and Segun Ogunsanya. The chair leads our Board and is responsible for its overall effectiveness in directing the company, its governance and balanced decision-making. He ensures that we think long term when making decisions – and that sustainability, including but not limited to climate change, is considered at the levels of strategy, operations and risk. He also engages with major shareholders and key stakeholders to make sure our Board understands and considers their views. He sets the cultural tone of the businesses and leads initiatives to assess culture. Our chair and the senior independent director hold separate meetings at least once a year with non-executive directors without the CEO present. Each did this once during the 2023/24 reporting period. Led by the senior independent director, the non-executive directors also meet at least once during the year without the chair to appraise his performance. On separate occasions, the chair and the senior independent director also meet formally with independent non- executive directors without executive directors or other non-executive directors present. Through these meetings, the chair and senior independent director make sure we maintain a fair and open culture where all Board members can make a strong contribution. The Board is aware that Sunil Bharti Mittal did not meet the independence criteria of the Code when he was appointed due to his interests in the company. Considering his extensive involvement with the Bharti Airtel Group over many years and his major contribution to Airtel Africa’s growth, the Board unanimously agrees that his continued involvement is crucially important to our ongoing success. We have several safeguards in place to ensure robust corporate governance during his tenure as chair, including Andy Green in position as a strong senior independent director. The Board believes Sunil Bharti Mittal continues to effectively oversee our leadership and maintain a balanced shareholder agenda. G. Board composition and division of responsibilities Our Board consists of 11 directors: non-executive chair Sunil Bharti Mittal, who is not independent, CEO Segun Ogunsanya, CFO Jaideep Paul, six independent non-executive directors and two non-executive directors. Andy Green, CBE, is the senior independent director and Simon O’Hara is our Group company secretary. The Board has an established framework of delegated financial, commercial and operational authorities that define the scope and powers of the CEO and of operational management. For more on our Board and executive roles, see page 95 H. Role of non-executive directors Our independent non-executive directors offer advice and guidance to the CEO and CFO, drawing on their wide experience in business and diverse backgrounds. They also provide constructive challenge and hold management to account – monitoring the overall direction and strategy of the company, scrutinising the performance of the CEO and CFO, and ensuring the integrity of the financial information made available to the Board and our shareholders. They play an important part in general succession planning for the Board and other executive and senior management positions. The senior independent director and the independent directors also play a critical role in fulfilling the requirements of the separation governance framework and ensuring Airtel Africa’s independence. The senior independent director provides a sounding board for the chair, leads the chair’s annual performance evaluation and serves as an intermediary to other directors when necessary. He is available to all stakeholders if they have any concerns. The independent non-executive directors help develop strategy, review management performance and provide independent insight and support based on their experience. They also review financial information and make sure our system of internal control and risk management is effective. They review succession plans for the Board and senior leadership, set executive remuneration policy and engage with key stakeholders and report to the Board on perspectives. Each serves on or chairs various Board committees. I. Board processes and role of company secretary Our company secretary supports the chair, ensuring the Board has high-quality information, adequate time and appropriate resources. He also advises the Board on corporate governance and facilitates professional development for Board members. We have a range of processes in place to make sure our Board is fully informed in a timely manner to be able to perform its duties. Directors receive papers before each Board and committee meeting through a secure online portal. This allows them to prepare for meetings and to send in their views if unable to attend. The CEO and the CFO send updates to directors on important issues between meetings. Directors also receive a monthly report on key financial and management information, as well as regular updates on shareholder issues and analysts’ notes. All directors have direct access to the advice and services of the Group company secretary. And non-executive directors can take independent legal advice at the Company’s expense when necessary to fulfil their duties to the company. We take time at the end of each Board meeting to review our Board and committee processes and to build on actions introduced because of the annual evaluation exercise. Coordinated by the company secretary and led by the chair, we consider feedback from Board members to improve our efficiency. GOVERNANCE REPORT #### Our compliance with the UK Corporate Governance Codecontinued ![]() 113 Airtel Africa plc Annual Report and Accounts 2024 113 Airtel Africa plc Annual Report and Accounts 2024 3. Composition, succession and evaluation J. Board appointments As part of our 2023/24 Board evaluation, we reaffirmed that each of our independent non-executive directors is independent in character and that there are no relationships that could affect their judgement. The main objective of our Nominations Committee is to make sure we have the best possible leadership team by overseeing a formal, rigorous and transparent process for appointing and removing directors to or from the Board, our committees and other senior roles. The committee also works to improve diversity and develop our succession-planning processes. For details on our Nominations Committee’s activities and processes during the year, including changes to our Board and directors, see pages 138-148 K. Skills, experience and knowledge of the Board and its committees We have an engaged and diverse Board who reflect the cultural and ethnic diversity of the countries in which we operate. Our Board members bring a range of practical experience and deep expertise to our business – and at least half of our directors, excluding the chair, are independent non-executive directors, in line with the Code’s recommendations. The Board considers that each director brings relevant and complementary skills, experience and background to the Board, details of which are set out in the biographies on pages 88-91 and the skills matrix on page 87. L. Board evaluation As part of good governance, it’s important to make sure our Board as a whole, its committees and each director is operating and performing effectively. The Code requires an externally facilitated evaluation at least every three years. We chose to conduct our first three evaluations this way to enable us to plan effectively for the future. See pages 106-107 for details 4. Audit, risk and internal control M. Independence and effectiveness of internal and external audit Each year, our Audit and Risk Committee identifies the key risks to be reviewed and assessed by Internal Audit as part of its programme of work to enhance our control environment. It makes sure that our policies and procedures safeguard the independence and effectiveness of internal and external audit functions and that our financial and narrative statements are true and complete. During 2023/24, Deloitte UK performed an external statutory audit of year ended 31 March 2024, as well as a half-yearly review. See page 136 for a discussion of its independence and effectiveness. For more on the activities and processes of our Audit and Risk Committee, see page 126-137 N. Fair, balanced and understandable assessment Pages 15-47 of the strategic report set out our performance, business model and strategy, as well as the risks and uncertainties relating to the company’s future prospects. When taken as a whole, the directors consider this Annual Report is fair, balanced and understandable and provides information necessary for shareholders to assess our performance, business model and strategy. For more on the Audit and Risk Committee’s assessment of fair, balanced and reasonable see page 132 O. Risk management, internal control and determining principal risks As highlighted in the strategy and risk sections of the strategic report, managing risk is inherent to our management thinking and business planning processes. The Board has overall responsibility for establishing and maintaining our risk management and internal control systems. Our Audit and Risk Committee supports the Board in reviewing the effectiveness of our internal controls, including financial, operational and compliance, and risk management systems. For more on the activities and processes of this committee, see pages 126-137 5. Remuneration P. Remuneration policies and practices Our remuneration policy is intended to attract, motivate and retain high-calibre directors, to promote the long-term success of Airtel Africa, and to be in line with best practice and the interests of our stakeholders. It’s designed to be appropriate for a listed company in the UK while taking account of our very specific circumstances: being listed on the LSE with a secondary listing on the Nigerian Stock Exchange and operating in 14 countries in Africa. There are two key principles of our remuneration policy. One, that remuneration packages and performance-based schemes should be aligned with stakeholders’ interests and support our business strategy and objectives. And two, that the performance-based remuneration element should be appropriately balanced between the achievement of short-term objectives and longer-term objectives. In 2023, changes were made to the remuneration policy and reported in the 2023 directors’ remuneration report. Provision 41 engagement with the workforce During this financial year, we engaged with employees on a number of issues, including remuneration, in a variety of ways – and in doing so remain compliant with Provision 41 of the Code. See page 115-119 for details Q. Procedure for developing remuneration policy The Remuneration Committee regularly reviews our policy to ensure that it operates as intended, is in line with best practice and is aligned with our evolving business strategy. R. Exercising independent judgement In the year ended 31 March 2024, Alvarez & Marsal provided remuneration advice and benchmarking data, and Clifford Chance provided legal advice in relation to share plan matters and remuneration advice to our Remuneration Committee. The committee uses its discretion, within the maximum policy limits, to consider the target bonus taking account of market development opportunities, specific events and evolving roles. While the committee has the discretion to change the metrics and weighting for the bonus plan from year to year, we normally consult with major shareholders before making any significant changes. See our remuneration report on pages 146-165 for details ![]() 114 Airtel Africa plc Annual Report and Accounts 2024 114 Airtel Africa plc Annual Report and Accounts 2024 #### Our section 172 statement This section explains how the Board engaged with stakeholders’ interests and concerns and considered them when making business decisions in 2023/24 – in relation to their duties under section 172 (a) to (f) of the Companies Act 2006. We aim to consistently apply our purpose, vision and core values – particularly ‘respectful’ – when making decisions and delivering our strategy. This helps us meaningfully engage with all our stakeholders, regardless of the outcome of any particular decision. Directors are kept informed about our stakeholders’ views in a number of ways, including through their own direct interactions. Stakeholder engagement takes place at both Group and local operational level. During the year, the Board and its committees considered information from across Airtel Africa and received presentations from management. Every Board paper now includes stakeholder interests relevant to the decisions being considered. Directors regularly visit our local operations, and we hold Board meetings at regional offices to hear from representatives of the local business. These measures enabled the Board to consider the likely consequences of decisions over the long term and potential impacts on stakeholders. We know our stakeholders will hold a range of views about the decisions we take – and that not everything we do will please everyone, all the time. Our chair is committed to ensuring that the Board hears both positive and negative stakeholder views and is supported in this by the executive team. The chair, the chairs of each committee, the senior independent director, CEO, CFO and our company secretary are all available to address concerns raised by stakeholders. All engagements with stakeholders by anyone at Airtel Africa are underpinned by our set of business standards, which have stakeholder interests at their core. Our Code of Conduct sets out our high expectations for how all of us should behave, including respect for human rights and data privacy, and always acting lawfully. It helps support our belief that the value we create as a business must ultimately be shared between all stakeholders and contribute towards renewing and reaffirming the trust they have in us – and that we have in them. For more information about our Code of Conduct and modern slavery policy statement, see www.airtel.africa How we work to understand our stakeholders Identifying our key stakeholders and their interests, needs and level of influence is fundamental to successfully engaging with them. Our approach to identifying stakeholders is led by the AA1000 Stakeholder Engagement Standard, developed by AccountAbility, a guiding framework for businesses to effectively interact with their stakeholders. This defines key stakeholders as ‘individuals, groups of individuals or organisations that affect and/or could be affected by an organisation’s activities, products or services and associated performance with regard to the issues to be addressed by the engagement’. We recognise stakeholders who we have the most significant impact on and who have the most material influence on our activities. This year we added media and non-profit or non-governmental organisations (NGOs) as new stakeholder groups. The priority stakeholders as identified in our matrix are: NGOs Media Shareholders Governments and regulators Our partners and suppliers Our communities Our people Our customers GOVERNANCE REPORT #### Engaging with our stakeholders ![]() 115 Airtel Africa plc Annual Report and Accounts 2024 115 Airtel Africa plc Annual Report and Accounts 2024 #### Our customers As of 31 March 2024, 152.7 million customers across Africa use our data, voice and mobile money services to connect, live and work. How we engaged during the year We do our best to engage with our customers using their preferred channel and have made significant inroads into giving people convenient options for interacting with us. Our key interaction points are digital: MyAirtel app, unstructured supplementary services data (USSD), our contact centre, automated phone services (IVR), email and social media. Customers are also able to receive our services through 782 retail outlets, where we talk to them about the products and services that matter to them. Key services at retail outlets include Airtel Money cash and float services, SIM swap, home broadband sales, post-paid collections and distribution support. Capturing our customers’ views through these many channels informs our customer experience strategy. Using quantitative feedback such as interaction data and by analysing volume trends, we can identify which channels customers prefer to access different services. For qualitative feedback, we ask customers visiting contact centres or company-owned retail stores to complete a net promoter score (NPS) survey. This gives us an NPS score that helps us measure customer loyalty, satisfaction and enthusiasm for Airtel Africa. The score also enables us to narrow down issues to process, store, or agent gaps. Our score rose from 15 at the beginning of the year to 29 on 31 March 2024. We also use customer satisfaction surveys when developing new products and services. Board oversight Our Board is kept informed of customer-focused matters through CEO and CFO reports, which give an overview of operations by region, country and sector level. Executive directors are supported by their senior leadership and marketing teams who provide deeper analysis of the customer base. From these reports, the Board forms a view of the interests and priorities of customers and our ongoing engagement activities. Interests and concerns This year, customers continued to prioritise trust, convenience and reliability. They rely on the speed, uptime and accessibility of our network to use mobile money services. They also want to make sure their data and information is secure. Many of our customers continue to worry about increases in the cost of living. People want to get as much value for their money as possible and are concerned about being able to buy more data and making data last longer. Outcome and actions We’ve deliberately diversified to offer customers more solutions that meet their needs. For example, our Airtel Money business now gives customers more payment options including utilities, bank-to-wallet connections and international money transfers. We’ve strengthened our self-service options for customers to make sure these are simple, secure and intuitive on channels such as MyAirtel app, USSD and automated phone services. This allows people to easily access our bundle information at the point of purchase and check their balances. And we’ve empowered our enterprise customers by introducing a business care portal where they can independently manage mobile services. They can now see and download statements, make payments, renew services and raise service requests at their convenience. To provide more security for our customers, we’ve enhanced MyAirtel app’s security features for self-PIN management to protect people from fraud. And we’ve moved beyond transactions and enhanced digital engagement on the MyAirtel app with Airtel TV and games to keep customers connected and entertained. We now have 152.7 million customers and 38 million customers with Airtel Money mobile wallets. As a result of our network upgrade efforts, Airtel Money agents base grew by 53%. And customers have responded positively to our strategic initiatives, as shown by the 14-point rise in our NPS score. #### Our people Continually ensuring Airtel Africa is a great place to work involves creating effective ways to listen to our 4,132 full-time colleagues across 18 countries. How we engaged during the year We’re constantly looking for ways to better communicate and engage with all our employees to understand their needs and views. We’ve pursued various initiatives to ensure that our colleagues feel valued, heard and motivated. Here are some key mechanisms we used during the year. Town halls Our regular town halls at both at Group and OpCo level have been important in developing a sense of unity and purpose across the business. They allow us to communicate and engage with all local teams and address collective issues. During town halls at Group and OpCo level, employees can ask questions, make suggestions and raise concerns with senior leaders. • Quarterly all-employee town halls at Group level allow leaders and independent non-executive directors to share business results, strategy and sustainability updates, people updates, concerns and questions on day-to-day business deliverables – feedback from these is reported to the Board • Quarterly town halls at OpCo level allow OpCo executive leadership to engage with all employees including sales executives and middle managers • The chair holds special town halls when he visits headquarters or OpCos – this year, he had town halls in Republic of the Congo, Dubai, Gabon, Kenya and Nigeria • Functional CEOs hold town halls with functions to share new ways of working and catch up with teams • An additional all-employee town hall was held following the announcement of the change of CEO, to introduce Sunil Taldar and provide an opportunity for Segun Ogunsanya to explain to his colleagues the reasons for his decision to retire One-on-one meetings Senior Group and OpCo leaders meet directly with employees as part of our open-door policy. Managers also have one-on-one meetings with their direct reports to discuss business matters and employee concerns – these include: • Skip-level meetings with functional CEOs at OpCo level • High-potential employees connecting with business leaders • Exit interviews to understand reasons for leaving HR roadshows We hold events to share information about benefits and policies and discuss questions from employees. These are held both in person and virtually each quarter and include HR directors and MDs in some OpCos. ![]() 116 Airtel Africa plc Annual Report and Accounts 2024 116 Airtel Africa plc Annual Report and Accounts 2024 Mentoring During the year, two of our independent non-executive directors, Awuneba Ajumogobia and Annika Poutiainen, acted as mentors for ‘Women for technology’ programme participants. The sessions were virtual, so participants could join from across Africa and were able to share their own career journeys, tips for growth and their personal experiences in balancing career and family and navigating the work environment. Employee wellness initiatives Each office has a medical provider visit for two days to carry out health checks and give advice to employees as needed. This is a mix of virtual and in person – for example, cancer awareness sessions are virtual while wellness check-ups are carried out in person. Business reviews Our CEO and function heads visit OpCos regularly to engage with teams – they then raise issues and concerns as needed to our Group ExCo. In monthly business reviews, regional directors and our CEO discuss the business health across functions and OpCos. This includes any important employee issues. HIVE Our in-house portal allows us to share policies, employee news, internal job postings, CEO addresses, CSR and business and brand news across the business. To develop our leaders, we ask for 360-degree feedback, including from direct reports and peers. This is then shared with each manager, their line manager and the HR team. Other In February 2024, we invited our Executive Committee (ExCo), country MDs and their respective OpCo ExCo members to participate in the survey focused on the double materiality assessment. The survey was designed to assess the financial impact of ESG factors on our performance. Feedback was incorporated into our double materiality matrix. For details, see page 9 of the Sustainability Report 2024 Board oversight For other details of how the Board engaged with employees and was kept informed of their interests and concerns, see the focus on people and culture on page 118 and our Sustainability Report 2024. Interests and concerns With 4,132 employees in Airtel Africa, interests and concerns are wide-ranging. Health and wellness continue to be an important issue, alongside career growth, rewards, and learning and development. People are also interested in providing support to the communities in which they live and work Changing socio-political environments, rising inflation, higher taxation in some jurisdictions and currency devaluations have all led to an increase in the cost of living. This has had a direct impact on our employees, which we’ve managed to cushion to some extent through various interventions. Employees asked questions around the separation of the mobile money business and the impact this would have on the GSM business – as well as questions on the strategic and business plans around our data centre business, Nxtra by Airtel. Outcome and actions Our CEO, together with other senior executives, welcomed the opportunity afforded by the town halls to respond directly in a conversational manner to employee questions directly on our business performance and organisational changes. Continuing to understand and respond to the views of employees will allow us to attract, develop and retain a highly skilled, diverse and engaged workforce – and maintain a high-performance culture. The Board has overseen and approved several programmes and policies that support our people strategy. To support employees’ health and wellbeing, we provide medical check-ups at our offices and access to physical fitness sessions. We invite financial advisors to our workplaces to help employees manage their money, and our employee assistance programme provides access to professional counsellors. We’ve also enhanced medical and life insurance across our OpCos to ensure comprehensive medical cover and competitive benefits that reflect our commitment to health and wellbeing. As part of our retention planning we’ve put in place the Airtel Africa mobility programme, the ‘Women in technology’ programme, leadership development and short- and long-term incentives for employees. Employees also have opportunities to support people in their communities in areas such as education, health and wellbeing, and disaster relief. For more on how we support our communities, see pages 28-33 of the Sustainability Report 2024 #### A closer look at… #### Our people and culture Understanding our people Our Board engages with employees in various ways to understand how we can enhance our people strategy and continue to bring our values to life. To explore the business at all levels, directors are encouraged to engage with local operations, either by visiting in person or through online meetings, strategy sessions and quarterly reports from our HR committee. We arrange visits each year to operations, either individually or in small groups – and at least one Board meeting is scheduled to take place at a regional location with representatives from the business present. This year, our annual leadership conclave took place in Dubai and allowed our employees to engage with Group leaders in person. It also created opportunities for employees to discuss both professional matters and learnings across our business. The leadership conclave also gives us the opportunity to cascade our vision and annual operating plan and to reward and recognise our best performing OpCos. In addition, the Board stays on top of employee-related issues through: • Our open-door policy, where employees can connect directly with our CEO or any ExCo director about anything • Quarterly CEO-led town halls in English and French, where senior executives update employees on our business performance, organisational changes and take questions from employees • Remuneration Committee updates on remuneration, people, culture, conduct and diversity • Quarterly HR presentations to the Board on the progress of key HR projects, important talent acquisitions, project updates such as HR automation, and learning and development and performance management • Quarterly reports from the HR Forum and Remuneration Forum chair to the Remuneration Committee on people, culture and wellbeing • The results of our employee engagement survey and regular pulses shared in various OpCos and OpCo-led town halls – our next all-employee survey will take place in July 2024 • One-to-one meetings between our chair and ExCo members as well as ExCo and OpCo MDs and other leaders to discuss employee and personal wellbeing, team updates and career aspirations • Regular ExCo visits where leaders interact with teams at all levels of the business GOVERNANCE REPORT #### Engaging with our stakeholderscontinued ![]() 117 Airtel Africa plc Annual Report and Accounts 2024 117 Airtel Africa plc Annual Report and Accounts 2024 #### A closer look at… #### CEO engagement in action In August 2023, our CEO visited Lilongwe, Malawi. There he interacted with the Airtel Malawi team and hosted an employee town hall. This provided helpful insight into people’s concerns about currency devaluation and inflationary pressures and how this was affecting the livelihoods of the local team. He was able to share these concerns with the Board, which in turn influenced the year end salary review and helped to mitigate the impact of both headwinds on compensation. He also led a delegation to meet the President of the Republic of Malawi, Dr Lazarus McCarthy Chakwera. President Chakwera pledged to continue growing the government-to-business partnership with Airtel Africa to create meaningful socioeconomic value for all Malawians through pro-growth modern digital services. Also in August 2023, Segun joined our Airtel Tanzania colleagues in Dar es Salaam for the launch of the Airtel 2Africa submarine cable and our 5G network. The event was attended by the President of the United Republic of Tanzania, Her Excellency Dr Samia Suluhu Hassan, senior government officials and other dignitaries. During the event, guests watched demonstrations of various applications of 5G technology in areas like agriculture, mining and health. In his speech, our CEO praised the government for providing a conducive environment for business and pledged Airtel Africa’s support for the government’s efforts to deliver a digital economy. During the visit, our CEO also hosted an employee town hall to engage with the Airtel Tanzania team. With the insights gained during this trip, he returned to the Board seeking additional sites and towers to provide more coverage in the country. In return, he asked the local team to increase productivity from existing sites, which was achieved. Both trips highlighted the good collaboration between our local teams and the respective governments in driving digital and financial inclusion. Sunil Bharti Mittal is our designated Board director for employee engagement, given his regular travel to our OpCos. In this role, he is not expected to take on the responsibilities of an executive director or the chief HR officer. He is responsible for supporting directors’ collective responsibility to consider a wide range of stakeholder perspectives when making Board decisions, including: • Understanding the concerns of the workforce and articulating their views and concerns in Board meetings • Ensuring that the Board, particularly executive directors, take appropriate steps to evaluate the impact of proposals and developments on the workforce • Where relevant and appropriate, providing feedback to the workforce on Board decisions and direction during the engagement process • Making sure that feedback is gathered from all levels of the workforce in various locations Each of our non-executive directors is invited to attend all quarterly employee town halls to hear feedback from employees and is encouraged to engage directly with employees when the opportunity arises. Feedback can then be shared immediately with the company secretary or chief HR officer, or with the Board at its next meeting. Developing our people To improve employee engagement, we encourage skills development through short-term assignments and exchanges between OpCos. Our flagship Airtel Africa mobility programme is designed to support talent retention, development and succession planning by giving high-potential and top-performing people exposure and learning opportunities through an accelerated career development programme. It allows employees from various OpCos to share knowledge and learn through long- and short-term global assignments. This year, notable Airtel academy programmes included: • Executive development programme – an immersive senior leadership programme based on psychometric assessments followed by feedback and coaching sessions. • ‘Women for technology’ programme (W4T) – a one-year programme targeting high performing women employees in network-, engineering- and digital-related roles within the business. • Finance IFRS training – International Financial Reporting Standards learning for all finance employees running for six months. In 2023/24, there were 152 participants, including 33 women. • Engineering academy – our online learning platform with more than 15,000 courses giving teams access to the latest knowledge and skills in their fields. • Network skills – through partnerships with Nokia, Ericsson and Huawei more than 2,700 courses were completed to significantly upgrade skills within the network functions. • Airtel Money and SmartCash PSB – compliance training on anti-bribery, anti-terrorism and anti-money laundering as well as dedicated fintech programmes on compliance, cryptography and payments. 1,400+ courses completed over 500+ hours by 140+ HQ employees. • AIL (India) elementary academy – a one-year programme to equip finance assistant managers and senior executives with relevant skills. Monitoring and shaping our culture We understand the importance of setting the right tone from the top. Our Board places great emphasis on making sure our company culture reflects and reinforces our strategy, purpose, vision and core values. As such, one of our key focus areas is to monitor and assess the culture across Airtel Africa. We recognise that our culture must welcome every person’s unique contribution and, in doing so, celebrate diversity and inclusion in all its forms. The Board monitors and assesses the culture of the Group in various ways. We meet with the ExCo and management, review the outcomes of employee surveys, engage directly with individual employees across the business and listen to feedback from our stakeholders. The chair meets with every member of the ExCo during the year and is also the non-executive director responsible for overseeing employee engagement. He shares his findings at each Board meeting. Every engagement with our colleagues and other stakeholders is an opportunity for learning, and this informs the actions and decisions of the Board. In May, our chief compliance officer presented a risk management review paper to the Audit and Risk Committee. This set out the results of the review, as well as a culture action plan and Group compliance strategy. In guiding the committee through the culture plan, he explained the key drivers of organisational culture and our planned actions. These included using role models, incentives, explicit messages and governance structures – and also enhancing independent whistleblowing and assessment mechanisms. This plan was adopted by the committee and also endorsed by the Board. ![]() 118 Airtel Africa plc Annual Report and Accounts 2024 118 Airtel Africa plc Annual Report and Accounts 2024 #### A closer look at… #### Monitoring our culture To meet its 2023/24 objectives of assessing and monitoring our culture and promoting the alignment of culture with our purpose, vision and core values and strategy, our Board participated in certain key activities during the year. Engagement Insight Outcome/actions The all-employee quarterly town halls allow employees to ask questions to Board members. Members of the Board attend voluntarily when they can, so that each director has a chance to hear directly from employees and employees hear from the CEO about what the Board is doing and considering. Wide-ranging insights at all levels of the business and a better understanding of sentiment and priorities for colleagues in their day-to-day operations. The Board takes employee views into consideration when making decisions, for example when considering how to assist people adversely affected by high inflation or currency devaluation or when setting the sustainability agenda. (Employees were one of the groups asked to participate in the double materiality assessment which informed our revised materiality matrix.) Outputs from employee engagement sessions are also used to shape future Board agendas and employee updates. Whistleblowing reports are reviewed and monitored for their effectiveness at every Audit and Risk Committee meeting, with onward reporting to the Board. Insight into how the business has escalated and resolved concerns in the year. The Audit and Risk Committee will continue to monitor the effectiveness of the whistleblowing policy and report to the Board on how this supports the openness of Airtel Africa’s culture. The Remuneration Committee reviews our wider workforce policies and practices, including gender and CEO pay, and integrates sustainability measures into short- and long-term incentive targets. How remuneration and remuneration targets can promote higher performance, and the extent to which incentives and rewards are aligned with our culture. The Remuneration Committee will continue to report to the Board on colleague sentiment around workforce policies and practices. The Nominations Committee regularly reviews senior leadership talent and succession planning. The importance of organisational culture in determining our strategic priorities and reviewing senior succession plans. The Board, Nominations and Remuneration Committee were engaged throughout the rigorous ExCo recruitment and selection process. Through a review of Internal Audit reports, compliance reports, risk deep dives, incident reports and policies and training, our Board and committees are regularly updated on a broad range of risk, control and business integrity matters. These include fraud, compliance, bribery, corruption and modern slavery, and standard supplier policies. A broad understanding of practices and behaviours, and how these align with our purpose, vision, core values and strategy – this includes our supply chain partners. Appropriate scrutiny and challenge from the Board and its committees to management as well as assurance over our approach to managing risk and business integrity matters. Our employee engagement survey continues to provide us with insight and feedback from our people. Through the chief HR officer’s quarterly report, the Board reviews the results of the bi-annual employee survey, particularly around employee engagement levels benchmarked against peers, and how Airtel Africa’s values link to its purpose, vision and behaviour. How well our purpose, vision and core values reflect our company’s culture and behaviours, and insight into areas of focus for functional training and lifelong learning opportunities. Our last employee engagement survey in 2022/23 achieved a 91% response rate, 4% up on 2020/21. Its overall engagement score was 81% – a 2% increase. Actions to address insights from the employee survey are monitored by the Board through the CEO’s monthly reports and the chief HR officer’s quarterly updates. Our new Airtel Africa mobility programme enhances career opportunities and lifelong learning by enabling employees to take assignments in other business areas and countries to impart and learn new skills. This is in addition to critical skills training in IT and data security and other leadership programmes. During the financial year, more than 238,475 courses were completed on our digital training platform. Our total investment into training and development programmes in 2023/24 is $1.2m. In response to our 2022/23 employee engagement survey, we developed our Group-wide app-based employee assistance programme to enhance our people’s wellbeing. GOVERNANCE REPORT #### Engaging with our stakeholderscontinued ![]() 119 Airtel Africa plc Annual Report and Accounts 2024 119 Airtel Africa plc Annual Report and Accounts 2024 Provision 41: engagement with the workforce The Board is satisfied that we complied with Provision 41 of the Code during 2023/24. As described, we engaged with employees on several issues, including remuneration, in a variety of ways. Through various types of meetings and engagement, our Board informs employees on executive remuneration and hears their feedback. We continually seek to improve the Board’s dialogue with employees and review our approach regularly. The topic of engaging with our people forms part of the chief HR officer’s report to each Board meeting. Copies of our Annual Report detailing the executive directors’ remuneration are widely shared and available for employees to see on our website. During our annual strategy meeting and Q3’24 Board and committee meetings in Dubai (UAE), the Board met both formally and informally with our wider management team and other colleagues. A similar opportunity is offered to employees attending the Q&A session following quarterly Group-wide town hall meetings. The Board reviews the results of the employee survey conducted every other year – last time in 2022 – particularly around employee engagement levels benchmarked against peers and how our values link to our purpose, vision and behaviour. The Board identifies actions and policy changes needed to address the insights gained from the employee survey. It monitors the progress of any actions taken through the CEO’s monthly reports and the quarterly people updates and presentations by our chief HR officer. At our Board meeting in January 2024, we agreed that Board members would meet regularly and virtually with a selection of different people who are representative of their part of the business. These conversational meetings are designed to provide non-executive directors with an opportunity to increase their visibility with the workforce and gain insights into the culture and concerns at different levels of the business, and provide colleagues with an opportunity to share ideas and concerns with the non-executive directors. We will report on the impact of these meetings next year. #### Our communities With operations in 14 African countries, we live and work closely with our communities, doing all we can to support their needs and create positive change. How we engaged during the year The services we provide put Airtel Africa at the heart of local communities, and we’re proud of the role we play in connecting individuals, businesses and societies across Africa. Listening and talking to the communities in which we live and work is fundamental to how we run our business. Our OpCos use various channels in community communications to ensure accessibility for different audience groups. These include face-to-face meetings, letters, emails, text messages, social media campaigns and traditional media activity. We encourage open and transparent communications. Our communities can share their interests and concerns with OpCos and regional offices over a range of channels, including phone, email and social media. We also actively engage with governments and other organisations about community issues and initiatives to get their input and feedback where useful. Our colleagues are also able to engage with their communities through volunteering opportunities and providing company donations to support local people. Board oversight Each quarter, the Board is updated on community issues, requests and concerns, as well as progress in our community initiatives. The Board hears regular reports from the CEO and sustainability team and also presentations by regional and country management teams. In October and November 2023, Board members visited Kenya and Nigeria and, while they were there, visited some community schools supported by Airtel Africa. For more information, see our Sustainability Report 2024 published on www.airtel.africa Interests and concerns People in our communities have many concerns and interests – these are at the heart of our business strategy. This year, people in our communities shared these priorities and concerns: 1. Access to quality education – young people are being held back by things like inadequate classrooms, furniture and books as well as the high cost of data and devices for connecting to the internet. 2. Environment – Africa is already reeling from the impact of global warming, including flooding, hurricanes and earthquakes. 3. Equitable water distribution – this continues to be a major problem across our markets. 4. Protection of natural resources – Africa continues to face challenges such as soil erosion and land degradation, deforestation, biodiversity loss, poaching and loss of wetlands due to human activity, urbanisation and agricultural expansion. Outcome and actions We work with communities and governments across our markets to transform the lives of some of the most vulnerable people on the continent. We continue to focus on transforming lives through increasing access to education to help bring lasting change in communities across Africa. We believe education is critical to closing the opportunity gap in our communities and help every young person fulfil their potential. Where specific local needs arise, we also provide tailored support and solutions in areas such as healthcare, disaster relief, and digital and financial inclusion. In light of the double materiality assessment carried out across our stakeholder groups in March 2024, we take a proactive approach to conserving our environment by ensuring that our products, operations and services are safe and have a minimal impact on the environment. We carry out environmental risk assessments across our business operations and have robust mitigation plans to address potential negative impacts that might affect communities in areas where we operate. We’re constantly improving our environmental management system to ensure our activities contribute as little as possible to climate change, pollution and biodiversity loss. This is an integral part of our sustainability strategy and particularly our environment pillar. This year, we extended the impact of our landmark five-year partnership with UNICEF, championing digital education through online platforms, connectivity and access to digital learning: 13 of our OpCos have launched initiatives in line with three pillars of this partnership: 1. Advocacy for education, especially among girls 2. Provision of access to government-approved educational websites and online platforms free of charge 3. Connecting schools to the internet As of 31 March 2024, we connected 960 schools and provided free access to 23 zero-rated educational websites and learning platforms. ![]() 120 Airtel Africa plc Annual Report and Accounts 2024 120 Airtel Africa plc Annual Report and Accounts 2024 #### Our partners and suppliers We work with more more than 2,700 partners and suppliers across Africa, including mobile brands, IT companies and telecoms infrastructure providers – with the top 100 vendors and suppliers accounting for 87% of our procurements. How we engaged during the year Strong partnerships with vendors and suppliers have always been an integral part of our business model, and in 2023/24 suppliers continued to engage with us to discuss win-win solutions. We continually review relationships with our strategic and material partners and suppliers. We do this through formal supplier surveys, reviews and audits. We also initiated regular top tier partners’ roundtables for targeted sustainability initiatives. The Group also continually monitors policies and procedures around supplier payment practices, including those relating to the Group key suppliers, to ensure that they continue to meet wider industry standards. In 2023/24, we continued to engage with our top suppliers at both HQ and OpCo level. This included governance meetings, commercial meetings and, where necessary, grievance meetings. Our CEO met peers from our top suppliers regularly during the year, and our OpCo teams discussed operational matters with suppliers at country level. Our senior leadership team, including the chair and CEO, was able to engage with a number of key suppliers at the MWC event in Barcelona in February 2024 and at the industry-wide GITEX convention in Dubai in October 2023. The chair shared an account of his meetings with the Board. We also hosted an event in December 2023 in Dubai (UAE) during COP28 in association with the ABLC (United Nations’ Africa business leaders’ coalition) where we engaged with senior executives from our peer organisations. We also chose this event to launch our scope 3 decarbonisation programme as part of our journey towards a net zero future. It was also an excellent opportunity to reinforce the ‘call to action’ on the African continent. In February 2024, we engaged with our top partners and other suppliers at the Capacity Middle East 2024 convention. This is the region’s leading meeting for digital infrastructure, connecting 2,600+ key ICT players from the Middle East and beyond, representing carrier, cloud, peering, hyperscale, content, finance, edge, software, equipment, data centre and satellite industries. Another key element of engagement in October 2023 was the annual ESG self-assessment questionnaire (SAQ) where our top 100 vendors and suppliers were asked to complete a survey and provide us with deeper insights into the ESG developments withon our value chain and highlight areas for future improvements. For the results of this survey, see page 21 of the Sustainability Report 2024. We also updated our policies and processes to ensure an ethical supply chain, including our human rights policy, environmental policy, stakeholder engagement policy, responsible marketing policy and the Code of Business Ethics for partners and suppliers. Board oversight Our Board is kept informed about supply chain initiatives through the CEO’s monthly Board report and Board presentations from the chief supply chain officer and the sustainability team. Interests and concerns Our engagement with suppliers revealed these main areas of concern this year: • Our scope 3 strategy and reducing the environmental impact of the value chain • ESG topics more broadly • The economic situation in some countries – navigating the economic situation in markets with high inflation and currency devaluation • Supply chain integrity Not only were ESG topics an important area of engagement this year for our suppliers, but they also continue to be central for us. In November 2023, we held our first roundtable with top tier partners to discuss the approach and long-term ambition to reach net zero ahead of 2050. Our top tier partners endorsed our approach to reducing scope 3 emissions, and we published our scope 3 decarbonisation programme on 30 November 2023 (see www.airtel.africa for details). One of the key elements of this programme is the partner and suppliers’ engagement programme (PSEP) which focuses on setting long-term decarbonisation targets across the value chain. Outcomes and actions This year, we continued to discuss sales and project plans, bids and proposals, and ways to expand our collaboration to help suppliers take full advantage of developing technologies. On ESG-related matters, we made significant progress in a number of areas in rolling out our sustainability strategy in our 14 markets. For more information about our progress, see pages 14-38 of our Sustainability Report 2024. In February 2024, we conducted a double materiality assessment with our top 100 partners and suppliers. The results of this survey underpin the updated materiality matrix mapping out identified sustainability topics based on their impact on both financial performance and external stakeholders’ interests. See our double materiality matrix on page 9 of the Sustainability Report 2024. Our recent ESG survey of our top 100 vendors and suppliers had a 76% response rate. This gives us valuable data on environmental impacts in our value chain to inform our long-term decarbonisation strategy. The survey also identified opportunities where we can add the most value in aligning our ESG principles with our supply chain. At the same time, fuel shortages and price increases in a number of markets accelerated the partnership programmes we have with key partners and suppliers to create a more renewable carbon approach to our operations. We also used our membership of the joint audit cooperation (JAC) to good effect. This is an association of telecom operators aiming to verify, assess and develop ESG implementation across the manufacturing centres of the most important multinational suppliers. Members share resources and best practices to implement ESG practices at various layers of the international supply chain. In 2023/24, we completed five audits of JAC members giving us insights into the ESG practices of our partners and suppliers. JAC membership also provides a shared platform where members across the telecoms industry can see the audit results of all suppliers. GOVERNANCE REPORT #### Engaging with our stakeholderscontinued ![]() 121 Airtel Africa plc Annual Report and Accounts 2024 121 Airtel Africa plc Annual Report and Accounts 2024 #### Governments and regulators We engage closely with governments and regulators in all our markets, supporting their ambitions for digital and financial inclusion while working to create a viable business environment in which we can create shared value. This helps us communicate effectively with the people who implement the policies, laws and regulations that affect our business. How we engaged during the year Our stakeholder engagement plan provides broad guidance on who should engage with governments and regulators on behalf of the company, depending on the seriousness and materiality of the issue under discussion. This engagement can take various forms. For serious and material issues, we rely on formal channels. This might involve us writing to a regulator or government department on an issue of concern or holding a formal minuted meeting. Other engagement happens at informal government events, product launches and industry gatherings. We also engage through local industry associations and international industry associations, including the global telecoms association GSMA. Our Board continues to have a productive and open dialogue with regulatory bodies and policymakers and sets high standards of governance across our business. Paul Arkwright, the special advisor to the chair and the Board advises directors on political, legal and regulatory issues around our strategy in Africa. The Board has empowered the CEOs and chief regulatory officers of our OpCos to represent them at country-level engagements with governments and regulators. Management also informs the Board about regulatory developments in the markets each month. From time to time, we also commission audits to verify levels of regulatory compliance. Board oversight Regulatory issues pose both opportunities and threats to our business. To manage these issues, the Board relies on a number of governance processes to guide directors in determining issues that require focused attention. The chief regulatory officer reports monthly to the Board on material regulatory developments across our markets. Materiality is determined by the focus of the Board, a value or financial impact of $1m or more, and potential impact on our business reputation. The Board is also updated on regulatory developments when needed by a special advisor, our Group company secretary, regional directors and other subject matter experts. The Board also has a Regulatory Affairs Committee. This is chaired by Paul Arkwright and consists of our chief regulatory officer and the regional directors of our Nigeria, East Africa and Francophone Africa businesses. The committee meets quarterly and is updated by our chief regulatory officer on regulatory developments and stakeholder engagements to inform our approach. For more details on our sustainability strategy, see page 56 For our legal and regulatory frameworks section, see page 20 For how we manage risk, see page 70 Interests and concerns This year, governments and regulators showed a particular interest in: • Revenue collection and national security • Tax collection – connected to a need to boost government revenues due to subdued national economies • Compliance with Know Your Client (KYC) and quality of service (QoS) requirements – underpinned by national security concerns as well as making sure consumers have network quality Digital inclusion also continues to interest governments and regulators. Operators have been encouraged to meet the coverage obligations in their licences by addressing coverage gaps and ensuring that rural, underserved and unserved populations have access to telecoms and mobile financial services. Meeting coverage gaps in a cost-effective manner has been a major focus area for our company. Regulators are also continuing to make spectrum available to operators to help them offer high-speed data services and increase broadband penetration. 4G and 5G targeted spectrum continues to be released. Regulators have also continued to license mobile financial and fintech services. Central banks have been very supportive of our Airtel Money separation. This reinforces their belief that the mobile financial services business will be adequately financed and able to offer financial services to the unbanked. Outcomes and actions We understand governments’ focus on revenues, and we continue to meet our tax obligations, being recognised as among the largest taxpayers in most of our countries of operation. Alongside this, we seek to demonstrate to governments that their societies benefit from the shared value we create wherever we operate and advocate equitable taxation across all sectors of the economy. This is supported by our sustainability strategy. We ensure that all our activities are properly licensed and use our compliance management system to ensure that all our operations comply with licence obligations. We closely monitor compliance with KYC and anti-money laundering requirements, which are a special focus area for governments fighting terrorism, money laundering and the financing of terrorism. Our enhanced compliance management programme helps management identify areas of non-compliance early enough to make corrections before the regulator intervenes. We also monitor the quality of our network to make sure it meets regulators’ QoS standards, and that their citizens enjoy affordable coverage and a reliable service. Specific actions this year towards increasing digital and financial inclusion include: • Partnering with Meta to land 2Africa submarine cable in four of our markets (the DRC, Kenya, Republic of the Congo and Tanzania) – this provides high-speed internet access cost effectively and increases digital inclusion • Partnering with OneWeb in a number of our countries so that businesses and communities not served by terrestrial networks can be reached by satellite • Our Airtel Telesonic companies are focused squarely on investing in, building, managing and operating national fibre to ensure less downtime and improve service quality. These are various stages of getting infrastructure licences ![]() 122 Airtel Africa plc Annual Report and Accounts 2024 122 Airtel Africa plc Annual Report and Accounts 2024 #### Shareholders Through their investments, our shareholders enable us to deliver our strategy and create long-term value for all stakeholders. How we engaged during the year During the year, as part of a proactive engagement programme organised by our investor relations team, we held conversations with shareholders through a mix of group and one-to-one meetings. Our investor relations team maintains a two-way dialogue between the investment community and Group management, executives and the Board. At the same time, we keep a range of channels open for communication, including this Annual Report, our Sustainability Report 2024 and: • Detailed quarterly financial statements and press releases with key financial and operational updates • Live conference calls and presentations held at each quarterly results announcement • Ad hoc shareholder and prospective shareholder meetings and calls throughout the year • Virtual and in-person roadshows with senior management following the publication of full year, and half year results in May and October 2023 – followed by formal feedback gathering from investors • Several virtual and in-person investor conferences attended by the investor relations team to engage with existing and prospective shareholders • Proactive engagement with the sell-side equity research community • Our virtual and in-person AGM, giving shareholders the opportunity to engage with our Board of directors and ask questions • Regular corporate website updates for investors to access investor- specific information on financial, operating and sustainability issues affecting Airtel Africa, including updates on key policies to enhance ESG ratings Board oversight The Board receives a detailed report on shareholder engagement, interests and concerns every month. This also includes: • The share price performance and current valuation multiples – we benchmark the performance of our shares and the company’s valuation to industry peers to create an understanding of relative performance • A summary of key developments across the industry that affects both Airtel Africa and our industry peers • A detailed analysis of consensus expectations to understand market expectations for the company compared to internal expectations • An update on the composition of the shareholder register with a focus on key buyers and sellers over the past month • An update on research published by sell-side analysts Corporate brokers also present regularly to the Board at quarterly meetings. The CEO, CFO and head of investor relations meet regularly with institutional investors to discuss strategic issues and to make presentations on our results. Committee chairs are also available to engage with major shareholders regarding their areas of responsibility. Non-executive directors develop an understanding of the views of major shareholders through regular updates from the head of investor relations and external advisors. Interests and concerns Our shareholders were focused on five key areas this year. 1. Sustaining growth across our markets Investors are concerned about the potential impact on our revenue of challenging macroeconomic environments and consumer pressures due to inflation. In addition, there remains continued discussion around the strong growth of our mobile money business, including the potential upcoming IPO. Additional avenues of growth, including the data centre business, also gained traction over the year following the launch of Nxtra by Airtel in December 2023. 2. Defending profitability given currency headwinds and inflationary pressure on cost base The recent significant FX headwinds in some markets and rise in inflation has generated concerns about our ability to sustain high levels of profitability across the Group. We explained to investors how we’ve sought to limit impact by controlling our exposure to US dollar operating costs and focusing our attention on growing revenues ahead of inflation. 3. FX concerns and access to US dollars to fund capex/ shareholder returns Investors were concerned about our exposure to FX volatility across our markets, particularly in Nigeria. They also had concerns around the requirement for cash to fund capital expenditure, HQ operating expenditure, HQ debt refinancing obligations and shareholder returns. We explained how we aim to address these concerns: • Communicating that we’re a diverse business with 14 OpCos. While Nigeria is our largest market, we’re not reliant on any particular market to meet our needs • Providing a sensitivity analysis to show how currency devaluation was likely to affect revenues, EBITDA and finance costs • Derisking our balance sheet, with over 83% of OpCo debt now in local currency (compared to over 64% in March 2023) • Upstreaming US dollar cash to derisk exposure at HQ. We have around $680m of cash at HoldCo to repay the HoldCo bond due in May 2024, using this cash • Continuing to upstream cash from OpCos to fund shareholder returns – this confidence has been reflected in the Board’s decision to approve a share buy-back 4. Shareholder returns The ability and willingness of a company to maintain and grow its dividend through its progressive dividend policy reflects confidence in its operating performance and outlook. It also reflects a strong commitment to shareholder value. The recent launch of our first share buy-back further supports this investor priority. 5. Sustainability Investors are increasingly interested in our sustainability commitments. During the year we saw improved ESG ratings, reflecting continued success in financial and digital inclusion, the publication of ‘Our journey towards a net zero future’, and increased transparency around our policies. GOVERNANCE REPORT #### Engaging with our stakeholderscontinued ![]() 123 Airtel Africa plc Annual Report and Accounts 2024 123 Airtel Africa plc Annual Report and Accounts 2024 Outcomes and actions Our Board is kept well informed of the views of shareholders and is able to take them into account when taking major strategic and operational decisions. This year we: • Approved a share buy-back of up to $100m over a 12-month period from March 2024 • Actively engaged with shareholders and analysts around progress on derisking our balance sheet • Communicated the demand for our telecoms and mobile money services across our markets, which was reflected in resilient revenue growth trends despite a challenging macro environment • Highlighted our ability to sustain growth at a high level (to limit FX impacts), by offering affordable services to customers. The growth strategy is predicated on strong customer growth and increased usage – not on widespread tariff increases • Reiterated our continued investment into our networks to future- proof the business for growth For more details, see our financial review on pages 48-55 For more information on how we manage our risk, see pages 70-72 #### Media How we engaged during the year How people absorb and transmit information is undergoing huge change. Despite this, the established media – whether print, broadcast or online – remains influential: trusted and authoritative sources of information with incredible reach. This is why media relations is a core part of our communications activity. We appreciate the strong relationships we have with journalists, and also between their media organisations and Airtel Africa at Group and OpCo levels. We build and nurture these long-term mutually beneficial relationships in a range of ways. These span media briefings with our spokespeople (at both Group and OpCo levels), press releases, thought leadership, events and strategic media partnerships. We regularly update the Media Centre on our website with our latest news so that journalists can quickly and easily access relevant information, wherever they are in the world. See our recent press releases: https://airtel.africa/#/pages/media?tab=press\_releases The Media Centre also has a feedback facility, and we use this to understand media interests and concerns: https://airtel.africa/#/pages/media?tab=media\_contact Board oversight We share key media feedback and coverage results on a regular basis with the Board. Interests and concerns Our landmark partnership with UNICEF gained significant media traction across Africa. Coverage was sparked by launch events, joint profiling and thought leadership with UNICEF – and also by UN awareness days, such as the international day of women and girls in science. The visit by our chair and CEO to the new president of Nigeria, President Bola Ahmed Tinubu, attracted much media coverage – particularly around our chair’s comments on the removal of government subsidy on petroleum products and the floating of the naira exchange rate. Other events which attracted significant Africa-wide media coverage included: • The presentation by our CEO at the GSMA event in Kigali, Rwanda • Airtel Rwanda’s October 2023 launch of low-cost 4G phones in partnership with the Rwandan government • The launch of our cable landing station and 5G in Tanzania • Our CEO’s published opinion piece on World Teachers’ Day Outcomes and actions Our communications strategy focuses on corporate and leadership profiling, building compelling sustainability narratives and instilling good practices for consistent and aligned story telling across our OpCos. This year, we delivered a regular flow of thought leadership and positioning opportunities in the media, with a total of 199 positive opinion articles attributed to our CEO. These pieces contained high-impact messaging around our commitment to transforming lives through education, as well as the transformative impact of digital and financial inclusion in unlocking Africa’s potential. #### NGOs How we engaged during the year NGOs usually approach Airtel Africa initially by writing to OpCo managing directors requesting sponsorship or a contribution to a particular project. This is then followed up by the relevant OpCo. In Kenya, for example, engagement with NGOs focuses on three key areas: 1. Assessing strategic alignment and goal-setting – we make sure potential NGO partners are addressing issues connected to the problems we aim to solve (for example, connectivity, education and financial inclusion). This alignment with our core values, sustainability goals and mission creates a strong foundation for collaboration. 2. Clear communication channels – we establish open and transparent communication channels to ensure effective coordination and understanding. For example, Airtel Kenya and Kenya Red Cross communicate regularly through emails and virtual calls. 3. Measurable goals and metrics – see below for examples of 2023/24 achievements. With our major partner UNICEF, we have regular virtual and face-to- face meetings to track progress at both Group and OpCo level. In February 2024, we held our annual Airtel Africa/UNICEF partnership convention in Dubai (UAE) with OpCo CSR representatives and their UNICEF counterparts attending for a two-day planning workshop. ![]() 124 Airtel Africa plc Annual Report and Accounts 2024 124 Airtel Africa plc Annual Report and Accounts 2024 Board oversight Our Board is kept informed of and approves NGO matters by country through CEO and CFO reports and through the quarterly Board sustainability report. These reports allow the Board to understand the interests and priorities of NGOs, the benefits and opportunities the relationship provides, and our ongoing engagement activities. Interests and concerns Access to quality education was one of the top priorities for our NGO partners. We were able to source devices for ‘last mile’ connectivity and internet access and make data more accessible in certain the countries. • In Gabon, the NGOs asked us to provide internships for young women as well as SIM cards for the Libreville Handicap Association to open Airtel Money accounts so members could create revenue- generating businesses. • In Kenya, our NGO partner wants to help communities to respond to humanitarian emergencies to minimise people’s suffering. It’s working to transform and enrich lives through various community programmes. Outcome and actions We supported our NGO partners in their goals to empower local communities in many ways: • Airtel Gabon provided SIM cards and opened Airtel Money accounts for members of the Libreville Handicap Association. Airtel Gabon also offered a three-month internship to ten local women to learn about various business practices across departments. • Airtel Kenya distributed food to 1,000 households in areas affected by famine. As part of our WASH programme, we also rehabilitated four boreholes and drilled a new one in drought-stricken areas to provide a sustainable water supply and access to fresh water for more than 2,000 households. • Airtel Zambia worked to support quality education to vulnerable children in far flung areas away from railway lines. We adopted two schools in two provinces and refurbished them to facilitate a good learning standard. • Airtel Uganda supported the National Library of Uganda by providing internet access and Kawempe Public Library, where out-of-school young people can use computers and train in basic ICT skills. For more details about our commitment to tranform lives through access to quality education, see pages 32-33 of our Sustainability Report 2024 Progress under our flagship partnership with UNICEF championing digital education through online platforms and connectivity included: 1. Launching the partnership in 13 OpCos by 31 March 2024 2. Connecting c.1,200 schools to the internet as of 31 March 2024 3. Providing 1.7 million of schoolchildren with access to digital learning free of charge 4. Creating more awareness for the UNICEF partnership across our markets #### Stakeholder engagement in action The Board recognises the need to foster positive relationships with all our stakeholders to build a sustainable business. This section provides more details on how directors have fulfilled their duties. The matters we consider differ in relevance for each stakeholder group, and sometimes stakeholders have conflicting interests. We aim to consider the key issues relevant to each group and make decisions that support our vision, purpose, strategy and long-term success. #### A closer look at… #### How we considered stakeholder interests during the year Consideration Shareholder returns Stakeholder Our investors Outcome and impact on long-term success The Board recognises the importance of shareholder returns and during the year rewarded shareholders by recommending, subject to the approval of shareholders, a final dividend of 3.57 cents per ordinary share for the year ended 31 March 2024. It also approved an interim dividend of 2.38 cents per ordinary share on 30 October 2023. In August 2023, the Board announced the cancellation and extinction of our deferred shares of USD 0.50 nominal value – the capital reduction. The effect of the capital reduction is to create additional distributable reserves available for the company to use to facilitate shareholder returns, whether in the form of dividends, distributions or share buy-backs. In its deliberations, the Board considered its progressive dividend policy and the Group’s strong financial performance, including its cash position and distributable reserves. The Board also considered shareholder views. In Q4’24 the Board also approved a share buy-back programme of $100m. The Board believes that repurchasing its own shares is an attractive use of its capital in light of the Group’s long-term growth outlook. The Board concluded that approving these dividends and share buy-backs is in the best interests of the company and the shareholders. In making theses decisions, the Board balanced the interests of all stakeholder groups and believed it was in the best interest of the company to proceed. GOVERNANCE REPORT #### Engaging with our stakeholderscontinued ![]() 125 Airtel Africa plc Annual Report and Accounts 2024 125 Airtel Africa plc Annual Report and Accounts 2024 Consideration The double materiality assessment\* Stakeholder Our stakeholders Outcome and impact on long-term success In February 2024, we conducted a double materiality assessment with our stakeholder groups, including partners and suppliers, to make sure our disclosed information is relevant to stakeholders and addresses concerns both crucial to the business and meaningful to those engaged with it. This builds on our work in 2021 in undertaking a detailed materiality assessment. The results indicated areas of sustainability risk and those in which we could make a positive impact – and this served as a foundation on which to build our sustainability strategy. An important part of the sustainability reporting process is to regularly identify, revise and prioritise the most significant sustainability issues for Airtel Africa and its stakeholders. This helps us build credibility and trust by showing a clear understanding of what matters most to our business and our stakeholders. \* An evaluation of the company’s impact on society and environment combined with an assessment of the impact of social and environmental issues on company’s financial and operational performance. Consideration Celebrating data privacy week in January 2024: ‘Take control of your data’ Stakeholder Our people Our customers Our suppliers Outcome and impact on long-term success We joined with other organisations in marking the international data privacy week by raising awareness about data privacy and security. The goal was to educate people and organisations on the importance of safeguarding personal data. As a responsible custodian of the data of our employees, customers, suppliers and business partners, we have robust policies, processes, technical and organisational safeguards to protect the personal data entrusted to us. Data is a key competitive advantage for our business, as we deepen digital and financial inclusion across our markets. It’s the responsibility of every employee to make sure we protect the data of the stakeholders that we gather as part of our day-to-day activities and to comply with our data privacy and protection policy, information security policy and IT security guidelines. During the data privacy week, the data protection officers across our OpCos worked with the Group compliance team to create engaging activities to raise awareness around data privacy. Every employee was urged to participate and learn how to take control of their own data and protect the personal data of our stakeholders. Daily updates were delivered to every employee’s inbox. In making these decisions the Board balanced the interests of all stakeholder groups and believed it was in the best interest of the company to proceed. Airtel Africa works closely with partners to improve the lives and livelihoods of the communities in which we operate. Our people and supply chain play a key role in advancing our social and sustainability objectives. Sunil Bharti Mittal Chair ![]() 126 Airtel Africa plc Annual Report and Accounts 2024 126 Airtel Africa plc Annual Report and Accounts 2024 This focus on mobile money was in addition to our ongoing review of ICOFR and non-ICOFR controls for the GSM business and revenue assurance. For non-ICOFR controls, the internal audit team walked the committee through the control coverage to show that key high-risk processes had been incorporated. They also confirmed that the scoring and rating mechanism would be similar to those used for GSM. The findings of internal audit reviews during the year in each of these areas were shared with our committee. We also reviewed Airtel Africa’s principal and emerging risks. Given the geopolitical operating environment in some of the markets in which we operate, we added a new principal risk: geopolitical risks and adverse macroeconomic conditions. Technology obsolescence was removed as a standalone principal risk and is now part of the technology resilience and business continuity risk. As part of the committee’s oversight of the culture, compliance and controls environment across the Group, this year we started to invite to each meeting in turn the CEO and CFO of each operating country. They present on the risk and control environment under their watch, including a qualitative assessment and overview of the continuous controls in place, the risk and fraud environment, the quality of the current talent and bench strength in the finance team and the state of the IT systems. So far we’ve had presentations from the DRC, Uganda and Zambia. Apart from valuable insights into local compliance and controls environments, this approach has also brought a helpful understanding of operational and political risks and the strength of local teams. The Group continued to experience macroeconomic environment challenges across our geographies, with FX headwinds in many of our markets and specifically in Nigeria and Malawi. So our committee paid special attention to the risk of exchange rate fluctuations and shortage of foreign currency. We reviewed management’s presentation of the impact on the business and ensured appropriate disclosures were made in the financial statements, including, for example, around exceptional items and constant currency. Principal and emerging risks and significant judgements made in connection with these risks are set out on page 74. In line with previous reviews, we examined in detail the interplay between the mandatory Task Force on Climate-related Financial Disclosures (TCFD) and our sustainability reporting. Our committee is comfortable with the approach adopted. For our TCFD disclosures, see pages 63-68 of the strategic report During the year, we also considered the full year and half year results and the Q1’24 and Q3’24 trading updates. We gave special attention to the quality of accounting policies and practices as well as judgements and disclosures on key accounting matters, particularly the significant devaluation of the Nigerian naira and Malawian kwacha currencies. In line with the Group policy on exceptional items, our committee agreed that the impact of these structural and material currency devaluations should be classified as exceptional items to enhance comparability of underlying operations over time. This entails the devaluation in the Nigerian naira seen in Q1’24 and Q4’24 and the devaluation of the Malawi kwacha seen in Q3’24. We also continued to monitor the integrity of our financial statements and the effectiveness of both the internal and external audit processes. The Financial Reporting Council (FRC) wrote to Airtel Africa in February 2024 informing us that it had reviewed our interim report for the period ended 30 September 2023 in accordance with Part 2 of the FRC Corporate Reporting Review Operating Procedures. Our committee considered the FRC suggestions on improvements to our existing reporting and these are incorporated into this Annual Report. #### Chair’s statement Dear shareholder On behalf of the Audit and Risk Committee, I’m delighted to present our report for the year ended 31 March 2024. This report gives an insight into the work carried out by our committee and our discussions and focus during the year. Our committee continued to fulfil its responsibilities to a high standard by providing effective independent oversight, with the support of management and internal and external audit. Our members are unchanged. We remain a team of independent non-executive directors with the financial experience, commercial acumen and industry knowledge to fulfil our responsibilities. In these challenging macroeconomic times, we continue to focus on ensuring the integrity of Airtel Africa’s financial information and the effectiveness of its risk management, controls and related processes. As part of my commitment to connect with my management colleagues in person, during the year l visited our operating entities in Zambia and Nigeria. On these visits I met and spoke with local management, who gave me valuable insights into their operations and risk management control frameworks. Key areas of focus We continued this year to look in depth at certain aspects of the control environment, particularly the presumed risk of management override of controls and those relating to fraud management, IT security and cyber risk. Considering the recent separation of the mobile money business from GSM, we increased our focus on mobile money internal controls and compliance across our geographies. Our committee took deep dives into the monitoring and reporting of Internal Control over Financial Reporting (ICOFR) and non-ICOFR key controls to strengthen compliance and monitoring for mobile money. Committee membership and attendance Member since Meetings attended/held Ravi Rajagopal Chair April 2019 9/9 Andy Green April 2019 9/9 Annika Poutiainen April 2019 9/9 Awuneba Ajumogobia October 2020 9/9 Ravi Rajagopal Chair GOVERNANCE REPORT #### Audit and Risk Committee report ![]() 127 Airtel Africa plc Annual Report and Accounts 2024 127 Airtel Africa plc Annual Report and Accounts 2024 Our schedule of meetings In addition to scheduled committee meetings, we met regularly independently of management, with both external and internal auditors and are satisfied that neither is being unduly influenced by management. I also hold regular meetings with our CFO and other members of management to better understand the issues that need discussion at committee meetings. As committee chair, I regularly engage with key stakeholders, including Group Internal Assurance, senior management and our external auditor on committee work. Our committee report is structured into five parts: Part 1 – Our work during the year Part 2 – Key transactions, judgements and estimates and our response Part 3 – Risk management and internal controls Part 4 – External auditors Part 5 – Finance Committee We continued to operate with openness and transparency, and a spirit of robust challenge when necessary, to make sure our shareholders and other stakeholders are protected. Future focus Looking ahead to 2024/25, our committee will continue to monitor macroeconomic conditions, including currency devaluations, affecting the Group’s performance and assets. We’ll oversee the development of plans to meet the requirements of the new UK Corporate Governance Code, including an effectiveness review and certification of internal controls. Over the past few years, while waiting on the finalisation of regulatory reforms governing internal controls, we’ve made significant progress in enhancing our internal controls by voluntarily formalising the implementation of an ICOFR framework. Several improvements were made to the ICOFR framework: continuous evaluation of both key and non-key controls, enhancements of the design and operating effectiveness of controls, ongoing monitoring, independent effectiveness testing and reporting. In light of our continual improvements in internal controls, Deloitte took a controls reliance approach to our internal controls in certain areas as part of its statutory audit procedures during the reporting period. Our committee will also continue to focus on the control and compliance environment for the Airtel Money business as it prepares for an IPO. We’ll continue to look at and strengthen the focus on compliance across all levels and functions in the organisation using various measures including training, process improvements, automation and robust consequence management policies to hold people accountable for their actions. I’d like to thank the management team at Airtel Africa and each of the committee members for their support and contribution during the year. I welcome questions from shareholders on this committee’s activities. To discuss any aspect of this report, please contact me through our company secretary, Simon O’Hara (see page 254 for contact details). I’ll be also attending the 2024 AGM and look forward to the opportunity to meet and speak with you there. Ravi Rajagopal Chair, Audit and Risk Committee 8 May 2024 #### Committee governance Key responsibilities Our committee is responsible for overseeing: • Accounting and financial reporting • The role and mandate of the Internal Audit function • The selection, appointment and management of the relationship with the external auditor • Internal control and risk management systems In May 2023, the FRC published the Minimum Standard on Audit Committees. Following consideration of the requirements of the standard, we added new responsibilities to our terms of reference. These included requirements to manage a balance of choice of audit firms for providing non-audit services and engaging with shareholders on the scope of external audit. Detailed responsibilities are set out in our committee’s terms of reference, which can be found at www.airtel.africa/investors/ governance. Composition Our committee consists of four independent non-executive directors: Ravi Rajagopal (chair), Andy Green, Annika Poutiainen and Awuneba Ajumogobia. The Board believes these directors have the necessary range of financial, risk, control and commercial experience required to effectively challenge management. The Board is satisfied that Ravi Rajagopal has recent and relevant financial experience. Ravi held financial leadership roles at Diageo until retiring in 2015, including group controller in the UK and global head of mergers and acquisitions. His skills in finance, and control and risk have been developed over a career working in senior strategy and management roles. As a qualified chartered accountant, Ravi has lectured at Oxford University and Imperial College. As a collective, we have a thorough understanding of the telecoms and mobile money services sectors and emerging markets in Africa, including recent and relevant financial experience and expertise gained through various corporate and professional appointments over the years. Detailed biographies of our committee members are on pages 88-91 of this Annual Report. Our company secretary is secretary to this committee. Meetings during the year Our scheduled quarterly meetings take place shortly before Board meetings. Before that, the committee has a pre-meeting to focus on Internal Audit and discuss any issues needing more time. We held five scheduled meetings and four combined Internal Assurance and pre-meetings during the year. Attendance during the year is set out on page 105. We also met three times between the end of the financial year and the signing of this Annual Report. The Committee Chair also invites other regular attendees including the CEO, CFO, deputy CFO, Chief internal auditor and Chief Compliance and Risk officer, along with internal audit partners (EY) and other senior executives. Representatives of our external auditor, Deloitte, were invited and attended all meetings. Akhil Gupta also attends our committee meetings as an appointed observer on behalf of Bharti Airtel. Other senior finance and ExCo leaders sometimes attend and present to our committee if specialist knowledge is required. ![]() 128 Airtel Africa plc Annual Report and Accounts 2024 128 Airtel Africa plc Annual Report and Accounts 2024 #### Audit and Risk Committee reportcontinued The committee chair meets privately and separately with each of the Group CFO, chief internal auditor, chief compliance officer, and our external auditor to ensure the effective flow of material information between the committee and management. We also regularly make time for discussion at the end of meetings without management present. Effectiveness The Board evaluation reviewed the committee’s effectiveness and sought feedback from its members. The review concluded that the committee continued to function well. Its management of meetings, quality of relationships and communications, and review and oversight of key areas of responsibility were all considered effective, with all feedback very positive. In terms of the areas identified for focus in last year’s evaluation, there were improved ratings for the committee’s oversight of risk and the effectiveness of its assessment of internal controls. We discussed the output of the 2024 evaluation and concluded that we had operated effectively throughout the year. Areas of challenge are identified in this report. We also confirmed our areas of focus for the year ahead. 2023/24 evaluation Outcome Key themes and areas for focus Action Audit and Risk Committee Areas of focus Increasing the focus on internal controls and systematic solutions to control issues to ensure problems are not repeated in other countries We’ll work to create a more open culture enabling sharing of concerns and identified solutions Continuing to focus on maturing risk management and compliance culture We’ll continue to focus on ensuring that the leadership team embed a culture of risk management and compliance and ensuring accountability for controls across all businesses We review our terms of reference yearly to ensure clearer alignment with Code provisions and updated FRC guidance. These terms of reference are available on our website www.airtel.africa For details of the Board evaluation, see pages 106-107 GOVERNANCE REPORT ![]() 129 Airtel Africa plc Annual Report and Accounts 2024 129 Airtel Africa plc Annual Report and Accounts 2024 #### Our work during the year At each quarterly meeting, we review summary reports from the Internal Assurance function, as well as financial results and details of actions taken or proposed plans. We also receive summary reports from our external auditors at the half year and year end. Our committee chair then reports to the Board on our activities, recommendations and other relevant matters. #### The committee’s focus in 2023/24 Strategic focus for risk management and internal control 2023/24 committee objectives Actions taken Cross-reference Looking closely at the robustness of our systems for risk reporting, assessment and control and ensuring that we focus on the areas of greatest risk We reviewed and updated our: Group principal and emerging risks to include a new geopolitical risk. Risk appetite framework and adopted key risk indicators (KRIs), and risk tolerance limits for IT to proactively track our risks across the business. KRIs were developed across all business functions with quarterly reporting to the Executive risk committee (ERC) and where applicable to the Audit and Risk Committee. The process began with the IT function. Our intention is to create an early warning and exception monitoring process where the attention of management and the Board is only directed at areas or processes where risks are increasing. As part of the quarterly key control status update, we received descriptions of the key controls monitoring and reporting cycle for both ICOFR key controls and non-ICOFR key controls. Our discussions led to improved controls training and a more consistent approach. (ICOFR is an internal control over financial reporting process consisting of policies and control procedures to assess financial statement risk and reduces the risk around inaccurate financial reporting.) As part of our key issues report, we conducted design and compliance reviews, assessed the quality of quantitative data and qualitative assessment, and ensured that learnings were applied across the business. See page 74 For details of our principal and emerging risks, see pages 75-79 Reviewing our risk management framework and conducting thematic risk reviews to ensure risk remains within our agreed appetite and is monitored and reviewed as needed to reflect external and internal changes We continued to make progress in embedding the Risk Appetite Statement (RAS) framework and an exception-based risk reporting approach. We conducted an annual review of the key risk indicators and tolerance limits. We conducted the following thematic reviews. Enterprise risk management review: we reviewed the Group compliance strategy and its mission ‘to establish and maintain adequate procedures, systems and controls to enable Airtel Africa to comply with its obligations’. The strategic goals are to: • Improve the maturity of risk management practices by: (i) Tracking the effectiveness of the risk mitigation plans for both principal and functional risks, and (ii) Risk appetite monitoring and exception-based reporting to the ERC and Audit and Risk Committee This enabled us to strengthen our functional risk management process. • Enhance the whistleblowing and ethics programme by: (i) Developing and implementing a holistic communication plan (ii) Increasing responsiveness and engagement to improve confidence in the process, and (iii) Analysing and embedding learnings from cases received into organisational culture As a result, we improved the turnaround time for investigation and closure for whistleblowing cases and created a unified reporting process and increased awareness of our compliance programmes. • Focus on high-risk areas, including: (i) Data privacy – monitoring and cataloguing data privacy legislation across OpCos and developing and adopting local OpCo policies (ii) Airtel Money – compliance readiness for the separation and setting up a Nigeria PSB compliance framework and processes (iii) Third-party risk assessment – an ESG audit of key partners (through JAC) (iv) Anti-bribery and corruption (ABAC) – rollout of a standardised declaration of interest process and searchable database See page 129 #### Part 1 ![]() 130 Airtel Africa plc Annual Report and Accounts 2024 130 Airtel Africa plc Annual Report and Accounts 2024 #### Audit and Risk Committee reportcontinued #### Part 1continued 2023/24 committee objectives Actions taken Cross-reference Following this focus, we: • Kickstarted the Group’s data privacy compliance programme • Began running quarterly data privacy capacity building training workshops for OpCo data privacy officers and legal and regulatory directors • Set up a data governance working group (DGWG) to support the organisation’s data monetisation ambitions from a governance perspective • Started working closely with the Airtel Money team to develop a compliance framework and programme Fraud risk assessment review: we ensured that all risks identified and entered on the risk register were accompanied by a risk mitigation plan and mapped to the audit plan. We endorsed the approach outlined and framework and methodology being adopted. Financing and foreign currency risk review: we discussed: • Exchange rate volatility and devaluation risk • The financial reporting implications resulting from the Nigerian naira and Malawian kwacha devaluation • Liquidity and refinancing risk • The depth of market and new products, banking landscape and treasury governance • Related internal controls and compliance We discussed mitigation strategies for the devaluation of local currencies against the US dollar in the medium/long term. We continued to oversee the rebalancing of debt from Group level to OpCo level. Airtel Money Commerce B.V. (AMC BV): we discussed in detail our responsibilities for overseeing the AMC BV business, particularly given the separation activities and the desire to avoid any unnecessary duplication of effort with the AMC BV Board. We analysed the current Airtel Money risk and compliance structure and systems to assess their fitness for purpose. Our senior independent director attended the AMC BV Audit and Risk Committee as a member of the Audit and Risk Committee on Airtel Africa’s behalf to provide oversight. We reviewed the register of significant risks and assessed the regulatory-related implications of a breach. We reviewed back-end controls and supported actions to strengthen KYC and minimise commission arbitrage. IT operations – risk governance and resilience: we reviewed the risk of technology obsolescence and examined our network resilience and business continuity plans. We undertook a detailed review of the security environment. The chief information security officer (CISO) provided regular updates to our committee on ongoing security projects. Culture: we reviewed and approved a risk culture framework. This is being implemented by a joint team of the enterprise Risk and Internal Audit teams supported by HR. Our committee also approved a sub-framework focused on measuring and reporting. This will help the Internal Audit function integrate culture into its audit engagements by assessing culture behavioural indicators as part of its work. A summary of these indicators will be included in the quarterly update report submitted to the committee. We advised the Board that our risk management and internal control systems were effective. Following its own review of the reports submitted to it, the Board agreed that our system of internal control continues to be effective in identifying, assessing and ranking the various risks we face as a business, as well as in monitoring and reporting progress in mitigating potential impact. For details of our principal and emerging risks, see pages 75-79 Clarifying processes and controls to help people identify, monitor and mitigate risk earlier and more effectively We continued the process of self-certification by business units to support the rigour of the internal audit and external audit assurance process. This places accountability for assurance on operational staff. We also continued to review overall ratings on the quality of processes and controls identified for each OpCo, alongside a rating of end-to-end processes across all OpCos. Continuous Control Monitoring (CCM): the results of the proof of concept for the continuous controls monitoring initiative were presented to the committee during the year and the initiative was deemed successful. As a result, the framework will be fully implemented across all markets and extended to include all business lines. Reviewing the assurance processes supporting certain aspects of the TCFD and sustainability sections in the Annual Report 2024 We reviewed the risks and opportunities resulting from our assessment of climate change and how these should be reported. GOVERNANCE REPORT ![]() 131 Airtel Africa plc Annual Report and Accounts 2024 131 Airtel Africa plc Annual Report and Accounts 2024 #### Part 1continued 2023/24 committee objectives Actions taken Cross-reference Supporting the Group’s sustainability strategy Airtel Africa is a member of the JAC, an association of telecoms operators aiming to verify, assess and develop corporate social responsibility implementation across the manufacturing centres of suppliers. Membership of the JAC allows us to conduct ESG audits more cost-effectively through cost sharing with other global telecoms companies. During the reporting period, Airtel Africa completed five audits at vendor facilities and will complete a similar number annually. Corrective actions for the issues raised in these audits will be monitored by the Internal Audit team and validated when completed by the vendors. We also reviewed the issues presented in audits carried out by other JAC members and considered these as part of the overall ESG risk profile for our vendors. See pages 63-64 for our climate-change risk disclosures #### Ongoing financial reporting activities We reviewed the integrity of the quarterly, half year and full year financial statements. We also examined other statements containing financial information, including trading updates and investor presentations and packs, and recommended their approval to the Board. At each of our meetings, we reviewed and constructively challenged the accounting methodologies, key estimates, and judgements and disclosures set out in the papers prepared by management – determining the appropriateness of these with input from the external auditor. Key transactions, judgements and estimates in relation to this year’s financial statements are listed on page 133. We also reviewed existing and emerging litigation and regulatory risks. 2023/24 committee objectives Actions taken Cross-reference Reviewing financial reporting controls and considering key issues and findings raised by the Internal Audit team Our committee reviewed the findings and key issues raised by the Internal Audit team and was satisfied that management had resolved, mitigated or set out action plans for all financial reporting issues or concerns identified. See page 135 Considering management’s significant accounting judgements, the policies applied to quarterly, half year and full year financial statements, and how the statutory audit contributed to the integrity of our year end financial reporting We assessed: 1. The quality, appropriateness and completeness of the significant accounting policies and practices and any changes to these 2. The reliability and integrity of our financial reporting, including key judgements and whether to support or challenge management’s judgements 3. The external audit findings, including their review of key judgements and the level of misstatements 4. The rationale for the accounting treatment and disclosures around judgements and estimates, as reported by the CFO 5. The overall level of reasonableness applied by management in their judgements and estimates around significant half year and full year matters, considering the views of the external auditor and evidence of bias We challenged management on some judgements and sought explanations of the interpretation, making recommendations to the Board for the approval of half- and full-year accounts and financial statements. Reviewing the proposed audit strategy for the year’s external audit, including the level of materiality applied We assessed the detailed audit scope and challenged the key areas of focus and significant risks identified by the external auditors, in particular, Deloitte’s application of Group and component materiality. We also monitored the external auditor’s progress against the agreed plan and considered issues as they arose. Reviewing the preparation of our financial statements on a going concern basis, as set out in our accounting policies Having reviewed the going concern assessment, our committee was satisfied and recommended to the Board the preparation of our financial statements on a going concern basis. See page 187 for the statement Assessing the effectiveness of the 2023/24 audit Our committee performed a detailed effectiveness assessment of Deloitte’s audit process, which concluded that the audit was effective. The Board will recommend the reappointment of Deloitte as external auditor for the year ending 31 March 2025 at the AGM. See page 136 Reviewing related-party transactions and disclosures We reviewed related party transactions entered by the Group during the year and determined that these were at arm’s length. Our committee was satisfied that related-party disclosures in our financial statements are appropriate. See page 241 Reviewing updates from regulators on corporate reporting We reviewed updates on FRC’s thematic reviews and other guidance issued by the FRC during the year. The Group already complied with the majority of the recommendations, and our 2024 Annual Report has been updated to adopt best practice as appropriate. See page 132 ![]() 132 Airtel Africa plc Annual Report and Accounts 2024 132 Airtel Africa plc Annual Report and Accounts 2024 #### Audit and Risk Committee reportcontinued #### Part 1continued 2023/24 committee objectives Actions taken Cross-reference Reviewing whether the company’s position and prospects as presented in the 31 March 2024 Annual Report and financial statements were fair, balanced and understandable We assessed: 1. The completeness and consistency of disclosures in the Annual Report, interim reports, our business model and strategy 2. The internal verification of the non-financial factual statements, key performance indicators and descriptions within the narrative 3. The use of alternative performance measures (APMs) 4. The treatment of items as exceptional 5. Feedback from external parties (corporate reporting specialists, remuneration advisors, external auditors) to enhance the quality of our reporting 6. The FRC’s guidance on what makes a good annual report to ensure our Annual Report is in line with clear corporate reporting principles and effective communication techniques as outlined by the FRC We recommended to the Board that the 31 March 2024 Annual Report and financial statements presented a fair, balanced and understandable assessment of Airtel Africa’s position and prospects. See page 113 Reviewing the services, fees and policy for non-audit services provided by the auditor for the year We approved the non-audit services and related fees provided by Deloitte for 2023/24. See page 136 Approving the statutory audit fee for the year The 2022/23 statutory audit fee was paid, and our committee approved the fees for the 2023/24 audit. See page 201 #### Reviewing the Annual Report 2024 At the request of the Board, we reviewed this Annual Report to consider whether, taken as a whole, it was fair, balanced and understandable. We have robust governance processes in place to support the year end review of the Annual Report, including ensuring that everyone involved understands the ‘fair, balanced and understandable’ requirements. Our considerations included: Fairness and balance • Is the Annual Report open, honest and accurate? Are we reporting on our weaknesses, difficulties and challenges alongside our successes and opportunities? • Do we clearly explain our KPIs and is there strong linkage between our KPIs and our strategy? • Is there a fair balance between AMPs and reported figures? • Do we show our progress over time and is there consistency in our metrics and measurements? • Does the narrative and analysis in the report and accounts effectively balance the needs and interests of our key stakeholder groups? Understandable • Do we explain our business model, strategy and accounting policies in a simple way, using precise and clear language? • Do we break up lengthy narrative with quotes, tables, case studies and graphics? • Do we define industry terminology and acronyms? • Do we have a consistent tone across the Annual Report? • Are we clearly ‘signposting’ to where more information can be found? Iterations of the draft Annual Report were provided to committee members throughout the production process. Following our formal review in meetings on 26 April, 2 May and 7 May, we confirmed to the Board that this Annual Report is fair and balanced and provides enough clarity for shareholders to understand our business model, strategy, position and performance. The directors then made their assessment following the Board’s review of the document at its meetings on 28 March, 7 May and 8 May 2024. GOVERNANCE REPORT ![]() 133 Airtel Africa plc Annual Report and Accounts 2024 133 Airtel Africa plc Annual Report and Accounts 2024 #### Part 1continued #### Governance At each quarterly meeting, we receive and review summary reports with updates on upcoming proposals and regulations to UK corporate reporting. The FRC publishes thematic reviews and other guidance to help improve the quality of corporate reporting. We also receive summarised reports from our external auditors highlighting any proposed amendments to UK corporate reporting. 2023/24 committee objectives Actions taken Cross-reference Meeting the UK’s Transparency Directive (TD), ESEF Regulation (ESEF regulatory technical standard), including phase 2 requirements, prepared using the UKSEF taxonomy We paid special attention to the preparation of our consolidated financial statements in digital form under the TD ESEF regulation. We made sure the necessary procedures had been completed by all parties, including our technical accounting team and an external specialist IT provider. We asked our external auditor to perform a separate independent voluntary limited assurance of our ESEF. They confirmed that the ESEF annual report was prepared and marked up in line with the requirements of the ESEF technical standard. Their ESEF review opinion is included in this Annual Report. See page 255 Staying up to date with regulatory reform Our committee welcomed the FRC’s Minimum Standard for Audit Committee published in May 2023. We made sure relevant updates were incorporated into our terms of reference. Our effectiveness review of the auditor was based on the guidance outlined in the standard. Our committee also notes that, in January 2024, the FRC published a revised UK Corporate Governance Code (2024 Code). The 2024 Code includes a limited number of targeted changes, the primary one being a new requirement for boards to make an annual declaration as to the effectiveness of their internal controls (Provision 29). Airtel Africa has already started preparing to implement the reforms by adopting an ICOFR framework and our committee has been receiving regular feedback on progress. See page 129 for our updates on internal controls. In the coming year, as we move towards implementation, we’ll continue to enhance our internal control systems and processes based on self-assessments and evaluations, as well as feedback from internal audit, external audit and other assurance providers. See page 136 Reviewing the findings of the yearly evaluation of our committee We reviewed the evaluation results and set out an action plan to deliver its recommendations. The Board considered the results of the review and considered the Audit and Risk Committee to be effective. For details of the committee evaluation see pages 106-107. Reviewing Group policies We reviewed and approved updated Group policies in relation to data privacy, ransomware and information security. See page 169 #### Part 2 #### Accounting and financial reporting issues and our response We considered the following accounting and financial reporting issues, judgements and estimates in the context of the financial statements and management override of controls and fraud, discussed them with our external auditor, and have found the response to each appropriate and acceptable. Significant issue How this was addressed by our committee Going concern and long-term viability statement As we advise the Board on the form and basis of conclusion for the long-term viability statement and going concern assessment, we reviewed these in depth alongside the Group’s strategy and business model. Our review covered: • The Group’s prospects • The period under consideration • Principal risks (see pages 75-79) • Longer-term cash flow forecasts • The sensitivities considered in management’s stress-test to respond to the principal risks Taking into account potential mitigating actions, we were satisfied with the conclusion and disclosure on the Group’s long-term viability and going concern. Our 2023/24 long-term viability statement and more details on the assessment is set out on page 80. More details about going concern assessment are on page 187. ![]() 134 Airtel Africa plc Annual Report and Accounts 2024 134 Airtel Africa plc Annual Report and Accounts 2024 #### Audit and Risk Committee reportcontinued #### Part 2continued Significant issue How this was addressed by our committee The treatment of Nigerian and Malawian currency devaluations as exceptional items In June 2023, the Central Bank of Nigeria (CBN) announced changes to the operations in the Nigerian Foreign Exchange Market. This included abolishing segmentation, with all segments now collapsing into the Investors and Exporters (I&E) window and the reintroduction of the ‘Willing Buyer, Willing Seller’ model at this window. As a result of this decision, the US dollar appreciated against the Nigerian naira by 38% in the month of June 2023 where the exchange rate moved to 756 naira per US dollar as against the opening rate of 465 naira per US dollar. The after-effects of the CBN announcement continued to impact the exchange rate materially during January 2024 when the Nigerian naira to the US dollar moved to 1,414 per US dollar which was also above the threshold percentage as per Group’s exceptional item policy. In addition, in November 2023, the Reserve Bank of Malawi (RBM) also announced structural changes to the foreign exchange market with its decision to adjust the exchange rate from selling rate of MWK1,180 to a selling rate of MWK1,700 to the US dollar with effect from 9 November 2023. As part of the structural changes, the RBM started authorising dealer banks to freely negotiate exchange rates to trade with their clients and among themselves, notwithstanding any limitations previously in place. The committee considered and was satisfied that these changes announced by CBN in Nigeria and RBM in Malawi led to a material impact on the Group financial statements in line with the Group’s policy on exceptional items and alternative performance measures. The Nigerian naira’s impact for the months of June 2023, and January to March 2024, and the Malawian kwacha’s impact for the month of November 2023 were, therefore, presented as exceptional items. Further, the committee also considered and deemed appropriate the application of the critical judgement on whether the foreign exchange losses meet the Group’s policy as exceptional and whether the foreign exchange losses are of a size, nature and incidence that their exclusion is considered necessary to explain the underlying performance of the Group and to improve the comparability between periods. See note 2.22, 3.2, 5b and 5c of the financial statements for more details. Review of tax/legal/regulatory matters We reviewed the key developments in material tax, legal and regulatory cases during the period, management’s estimate of key tax, legal and regulatory disputes, and how these were rated as probable, possible or remote. We were satisfied with the accounting conclusions reached by management and the disclosures within the financial statements and the related disclosure as a key source of estimation uncertainty. Goodwill impairment Our committee received and discussed a management paper on impairment and challenged the appropriateness of the key assumptions and judgements adopted for the annual impairment testing exercise in December 2023. We considered the level of operating cash flow forecasts, resulting headroom and reviewed the sensitivities performed by management on key assumptions such as the discount rate, growth rates and the headroom if a five-year plan were adopted with appropriate long-term growth rates. For more on Airtel Africa’s goodwill impairment assessment, see note 2.9 of the financial statements. Alternative performance measures (APMs) The Group added ‘Earnings per share before exceptional items and derivative and foreign exchange losses’ as a new APM during the year. The committee performed a detailed review on the use of APMs within the Annual Report (including reconciliations disclosed) and concluded that the balance and equal prominence of APMs (in comparison to GAAP measures) was appropriate. For more information on APMs, refer to page 244 #### Part 3 #### Risk management and internal controls Our approach to risk As highlighted in the strategy and risk sections of the strategic report, risk management is inherent to our management thinking and business-planning processes. The Board has overall responsibility for establishing and maintaining our risk management and internal control systems. For more information on our risks and mitigation and our risk management framework, see the risk report on pages 72-74. The Board also approved the statement of the principal risks and uncertainties set out on pages 75-79. Progress in 2023/24 Each quarter, our CEO and CFO provide a compliance certificate connected to the preparation of our financial results. This includes the policies and procedures for areas of the business under their responsibility and confirms the existence of adequate internal control systems throughout the year. Our committee reviews any exceptions noted in this exercise. The key features of our internal control system, which assures the accuracy and reliability of our financial reporting, are listed on page 135. Working to minimise the risk of fraud, bribery and corruption Minimising the risk of fraud is one of the key priorities for internal audit, and we do this in a range of ways. These include assessing the quality of balance sheet reconciliations, key judgement matters, tenders and quotations, and controls over payments and associated applications. GOVERNANCE REPORT ![]() 135 Airtel Africa plc Annual Report and Accounts 2024 135 Airtel Africa plc Annual Report and Accounts 2024 #### Part 3continued The committee received and reviewed reports of attempted and actual fraud incidents during the year. We received comprehensive updates from management on the incidents and reviewed the root cause analysis and remediation plans to address gaps noted. The committee will continue to monitor the implementation of these plans across all markets, through management updates followed by verification from the internal audit team. We continue to focus on limiting our potential exposure to bribery and corruption risks, for example by providing mandatory training, reviewing financial records and developing our policies and procedures. Our contract management system includes mandatory certification to our Code of Conduct and anti-bribery and corruption policy. Each year, every employee must take part in computer-based training on anti-bribery and corruption and our Code of Conduct. Our internal audit team reviews our anti-bribery compliance programme to assess its continued effectiveness. We will continue to assess bribery risks in our markets to refine and improve our anti-bribery compliance programme. Our committee also monitors and oversees procedures around allegations of improper behaviour and employee complaints. Whistleblowing procedures Our whistleblowing programme is a confidential channel through which employees can report unethical practices or wrongdoing. We have an independent whistleblowing process managed by an external professional services firm from its centre of excellence in South Africa. Throughout the reporting period, we received updates on the volume of reports, key themes emerging from these reports and the results of related investigations. We assess the reports for the category and level of concern and consider these in line with a protocol for review, investigation, action, closure and feedback. This is done independent of management where necessary and involving senior business unit or HR management as appropriate. We continue to monitor the volume, geographic distribution and range of reports made to the hotline to understand key themes, the results of investigations undertaken, significant regional compliance concerns, and whether access to this facility is less understood or publicised in some countries. During the 12 months ended 31 March 2024, we investigated 67 incidents received through various touch points and our formal whistleblowing channels. These were of varying magnitude, with 11 above the ExCo threshold – these and the measures taken in response have been reported to our committee. Of these 56 cases, 84% have been closed. The very small number of reports that contained allegations of a breach of our Code of Conduct were thoroughly investigated and disciplinary action was taken where appropriate. The majority of reports received during the period were human resource issues that indicated no compliance concerns or serious breaches of our Code of Conduct. Our committee chair reports to the Board at each of its meetings on the operation of our Code of Conduct, and anti-bribery, corruption and whistleblowing procedures. This report contains enough detail to enable the Board to oversee these areas and make sure arrangements are in place for a proportionate and independent investigation of related matters and for follow-up action. Internal audit The internal audit team provides independent and objective assurance over the design and operating effectiveness of the Group’s system of internal control. Our internal audit team considers compliance with internal policies, regulatory obligations and fraud risk mitigation as part of its independent testing and evaluation. The team is composed of individuals at the Group office and in the operating markets. This enables access to specialist skills and ensures local knowledge and experience for more effective coverage. Airtel Africa has also adopted an internal audit co-sourcing model, where the internal audit activity is supplemented through a partnership with EY as the internal audit service partner. This ensures access to additional specialist skills and an extended knowledge base. The team is governed by the internal audit charter, as approved by the Audit and Risk Committee, and is headed by our chief internal auditor who reports to the committee and the Group CEO. The committee chair regularly meets with the chief internal auditor to discuss the team’s activity and any significant issues arising from its work. The committee approves the annual audit plan in the first meeting of each financial year. We then receive quarterly updates on activities and progress against the plan. During the year, internal audit focused on principal risks as well as emerging key risks, including regulatory compliance, cybersecurity and network resilience. All key findings and the corresponding mitigation plan from management are reported quarterly to our committee. We focus more on unsatisfactory audit results and conduct an in-depth review with risk owners to gain a comprehensive view of how management will address the findings. Internal audit monitors the implementation of all action plans and validates this once completed by management. Key controls: the key controls programme continues to evolve and has been fully implemented across all markets and business lines. During the year, a control-optimising project was launched to make sure focus on high-risk processes was maintained, including revisions to include additional high-risk processes. The committee continues to monitor this programme through half-yearly validation of testing results presented by the internal audit team. The next phase for this programme is to review the possibility of automation for efficiency and consistency of the validation testing effort. Automation: the internal audit function continues to invest in several initiatives to improve its effectiveness, particularly in the adoption of new technologies. The continuous controls monitoring pilot was successful and this is now being developed as a key programme for internal audit, to be rolled out across all markets and business lines. In addition, the internal audit analytics team has established a training programme for all team members to increase capabilities and audit execution and enhance the auditing process. In evaluating the work, effectiveness and independence of internal audit, our committee drew its own conclusion based on our experience and regular contact with the chief internal auditor and our internal audit partners. We will conduct an externally facilitated review next year as part of our annual evaluation. The committee also reviewed the annual internal audit work plan, received periodic reports on the results of the internal audit work, and monitored management’s responsiveness to the internal auditor’s findings and recommendations. ![]() 136 Airtel Africa plc Annual Report and Accounts 2024 136 Airtel Africa plc Annual Report and Accounts 2024 #### Audit and Risk Committee reportcontinued #### Part 4 #### External auditors Engaging our auditor Our committee manages the Group’s relationship with the external auditor. Each year, we assess their performance, effectiveness and independence and recommend their reappointment or removal to the Board. The Group’s external auditor is Deloitte, and the lead partner is Ryan Duffy. Effectiveness of the external audit process Our committee makes recommendations to the Board on whether to reappoint the external auditor, their independence from our business, and the scope and fee for the audit. After reviewing and challenging the work done by Deloitte during the year, we approved its terms of engagement and are fully satisfied with its performance, objectivity, quality of challenge and independence. We recommended to the Board that they be reappointed as our external auditor for the 2025 financial year. The Board will recommend this to shareholders as resolution 15 at our 2024 AGM. Our committee works in line with the UK Corporate Governance Code, the FRC Guidance on Audit Committees and EU regulations on audit reform for our external audit tendering timetable. We will continue to follow the annual appointment process until our next competitive tender. In line with current regulations, our next mandatory tender will be in readiness to retain our current auditor or move to a new audit firm for the 2029 financial year. This timetable is subject to an annual assessment of Deloitte’s effectiveness and independence. The audit was last subjected to a tender in 2019 when Deloitte was appointed. Our choice of auditor is not restricted by contractual obligations or a minimum appointment period. We’ve complied with the provisions of the Competition and Markets Authority’s Order for this financial year relating to audit rotation and tendering and the provision of non-audit services. Working with our auditor The lead external audit partner and his team attend our committee meetings to provide insight and challenge and to report on their review of the half year results and audit of the year end financial statements. To facilitate open dialogue and assurance, we also hold private sessions with our auditor without management present. Our committee chair regularly meets with Deloitte outside scheduled committee meetings. A number of external audit teams are involved in the audit, given the need to report both our own financial results and to report to our parent company, Bharti Airtel. Throughout the year, audit teams deliver: 1. A half year review report on Airtel Africa’s interim condensed consolidated financial statements by Deloitte UK 2. The audit report on Airtel Africa’s consolidated and company-only financial statements signed by Deloitte UK 3. Local statutory accounts audited by each Deloitte Africa team, with some work performed by Deloitte India During its half year and full year results reporting, Deloitte did not report any significant deficiencies in controls or issues with our accounting judgements and estimates. Our committee receives a detailed audit plan from Deloitte identifying key risks and areas of focus. We review and challenge this external audit plan, including audit scope and materiality, to make sure Deloitte has identified all key risks and developed robust audit procedures and communication plans. We also look at the quality of auditors’ reports throughout the year and consider responses to accounting, financial control and audit issues as they arise. During the year, Deloitte visited the top seven OpCos, as well as the shared service centre in India and the Group finance team in Dubai. Using our auditor for non-audit services We safeguard auditor independence and objectivity through a number of control measures, including limiting the nature and value of non-audit services performed by the external auditor. Bearing in mind the need for relationships with other audit firms, where we consider our external auditor to have the most appropriate skills, expertise and safeguards, we may use them for certain acceptable non-audit services. We will only do so in line with law or regulation or where there are significant efficiencies to be had when this is done in combination with the audit. Their knowledge of our business may make such services more cost effective and ensure confidentiality. Our non-audit services policy sets out the circumstances in which the external auditor can provide non-audit services to the Group. It restricts the provision of non-audit services to those allowable under the FRC Revised Ethical Standard 2019 and provides a monetary threshold to management for pre-approved limit. Under our policy, the committee has delegated to the CEO and CFO have authority to approve permitted non-audit services up to $50,000, with any amounts above this needing committee approval. Our committee reviews and approves any non-audit services with fees above the monetary threshold or not stipulated by the non-audit services policy. Our review of the auditor’s performance during the reporting period included non-audit services and the ability of Deloitte to maintain independence while providing these services. Non-audit services work for the financial year included: 1. Half year review work for our company 2. Non-statutory audit of Airtel Mobile Commerce B.V. financial statements 3. Control attestation in Zambia required by local regulations 4. Certification of Smartcash Payment Services Bank Limited’s customers’ deposits required by local regulations in Nigeria 5. Mobile Money regulatory reporting required by local regulations in Uganda 6. ESG assurance and UK Single Electronic Format (UKSEF) ESEF assurance The value of this was $2.2m, representing approximately 31% of Deloitte’s total remuneration as set out in note 8.1 to the consolidated financial statements on page 201. GOVERNANCE REPORT ![]() 137 Airtel Africa plc Annual Report and Accounts 2024 137 Airtel Africa plc Annual Report and Accounts 2024 #### Part 5 #### Finance Committee Our Finance Committee is an operational management committee overseen by our committee. Its two independent non-executive director members are also members of the Audit and Risk Committee. Given the complexity and importance of finance, treasury and tax policy matters, the Board has delegated oversight and governance to this specialist Finance Committee. This has strengthened our adherence to the relationship agreement and treasury and tax controls. This committee frames our finance policies and procedures, creating risk framework mechanisms for treasury and tax to help achieve our strategic financial goals with a balance of initiative and risk control. Committee duties • Ensures our treasury activities are carried out within an agreed policy framework • Makes sure activities are within agreed levels of risk and will contribute to our financial performance through focused management • Makes sure operations are appropriately funded and conducted in line with policy • Ensures the overall treasury objective and specific objectives for each main treasury activity are consistent with both financial and corporate business objectives • Recommends the strategic tax policy for approval by the Board • Ensures adequate liquidity to meet financial obligations based on cash flow forecasts • Optimises the interest cost on gross debt within prudent risk parameters • Determines and approves the derivatives policy on swaps, FX and interest-rate hedges • Generates reasonable commercial returns on investments to protect investment capital and ensure desired liquidity • Minimises the adverse impact of FX movements associated with transactions and our operating exposure in various currencies due to multinational operations • Maintains diversified access to various local and global debt and borrowings markets • Determines and approves our strategic tax planning policies • Approves new debt and the cancellation and modification of borrowing and debt facilities Committee members Members were appointed by the Board on the recommendation of the Nominations Committee in consultation with the Audit and Risk Committee chair. They are Jaideep Paul, CFO, as chair; CEO Segun Ogunsanya; deputy CFO Kamal Dua; and two independent non- executive directors, Ravi Rajagopal and Annika Poutiainen. We review the composition of the committee and the continued participation of independent non-executive directors each year. ![]() 138 Airtel Africa plc Annual Report and Accounts 2024 138 Airtel Africa plc Annual Report and Accounts 2024 #### Chair’s statement I’m pleased to present the Nominations Committee report for 2023/24 and to share our plans for the coming year. This year was a busy one for our committee, with several changes to our Board and leadership team. Let me summarise the main issues that occupied our time. Succession planning Our committee oversees succession planning for the Board and the senior leadership team. We make sure our Board members have the necessary drive, abilities, experience and diversity to lead Airtel Africa in delivering on our strategy. We also monitor succession planning for senior management directly below the Board to ensure leadership continuity and a strong pipeline of diverse talent for progression to Board level. We work to support and encourage a growing pool of people potentially suitable for senior roles at Airtel Africa. This year, we looked at our people capability and talent pipeline with a particular focus on gender and underperforming OpCos. Changes to the Board This year has seen some significant changes to the composition of the Board. We announced in January 2024 that Sunil Taldar, director of transformation, will succeed Segun Ogunsanya as managing director and CEO after Segun’s retirement. Sunil will join the Board as an executive director and formally take the role of CEO on 1 July 2024. We’re delighted to welcome Sunil as our next CEO. He’s shown significant drive and energy in turning around our India business by focusing on network modernisation, distribution and operational efficiency. As mentioned in my introduction to the governance report, I’m also delighted that Segun has agreed to become our Charitable Foundation’s inaugural chair. The Charitable Foundation will accelerate our sustainability initiatives and corporate social responsibility efforts across Africa. After retiring from Airtel Africa, Segun will also be available for 12 months to advise our chair, Board and CEO. I’d also like to recognise the contributions of two Board members who stepped down this year, Doug Baillie and Kelly Bayer Rosmarin. Doug served on the Board for nearly five years as an independent director and chair of our Remuneration Committee. After serving as director for two years, Kelly stepped down in October 2023 to focus on other business interests. John Danilovich has also informed the Board of his intention to retire as independent non-executive director of Airtel Africa at the end this year’s AGM in July 2024. Paul Arkwright joins the Board on 9 May 2024. On behalf of the Board, I would like to thank Doug, Kelly and John for their immense contribution to our success in building Airtel Africa into a market-leading mobile service and mobile money provider. I wish them all the best for the future. After implementing these changes, our committee focused on planning for the transition of our longstanding non-executive directors who were all appointed in 2019 at the time of IPO. Our priority is to ensure the Board remains well balanced with a strong pipeline of candidates with the appropriate skills, experience and capabilities. We reviewed the tenure of all directors and discussed future Board rotation as part of our ongoing review of the Board’s current and future needs. As you can see from their biographies on pages 88-91, our committee chairs and members have recent and relevant skills, experience and expertise. #### Committee responsibilities • Reviews the balance, diversity, independence and effectiveness of the Board • Oversees the selecting, interviewing and appointing of new Board members • Reviews succession and contingency planning for the Board and senior leadership, including training, development and talent management • Makes recommendations to the Board about the continued service of directors, including suspensions and terminations of service • Makes sure directors disclose the nature and extent of any actual or potential conflicts of interest, monitors and assesses these disclosures and makes recommendations to the Board as appropriate • Oversees, with the chair of the Board, an annual evaluation of Board, committee and director performance – in particular, determines with the chair whether this evaluation should be externally facilitated and, if so, the nature and extent of the external evaluator’s contact with the Board, committees and individual directors • Oversees policy and objectives on diversity and inclusion in light of our strategy, objectives and culture, and monitors the implementation of policies and progress towards objectives at all levels of our business • Through the committee chair, engages with shareholders on subjects relevant to committee responsibilities Committee membership and attendance Member since Meetings attended/held Sunil Bharti Mittal Chair July 2018 3/3 Andy Green Senior independent non-executive director April 2019 3/3 Ravi Rajagopal Independent non-executive director (Audit and Risk Committee chair) April 2019 3/3 Tsega Gebreyes Independent non-executive director (Remuneration Committee chair) October 2021 1/1 Sunil Bharti Mittal Chair #### Nominations Committee report GOVERNANCE REPORT ![]() 139 Airtel Africa plc Annual Report and Accounts 2024 139 Airtel Africa plc Annual Report and Accounts 2024 Changes to the senior leadership team 2023/24 saw a further strengthening of our ExCo with significant appointments: • The appointment of Oliver Fortuin as the CEO for Airtel Business (June 2023) • The appointment of Martin P. Fréchette as chief legal officer (June 2023) • The appointment of Anwar Soussa as regional director, Francophone Africa (August 2023) • The appointment of Jacques Barkhuizen as chief information officer (October 2023) • The appointment of Sunil Taldar as director of transformation (October 2023) and CEO designate (January 2024) We also made some significant senior leadership appointments, welcoming Kamal Dua, deputy chief finance officer and Oladimeji Olaniyan, head of strategy and sustainability, to our senior management team. Our work to identify high-potential executives and to encourage their development led to several key internal promotions in and across our OpCos this year. We continue to prioritise gender balance at all recruitment levels and, in February 2024, we appointed our first woman MD in Madagascar. Some 43.2% of all our senior appointments (senior manager and above) were women in the last half year. Meanwhile, 28.5% of our OpCo ExCo members are women, excluding MDs, 21.1% of our senior managers are women, and 27.8% of employees across the business are women. Our employee base consists of 43 nationalities. Engaging with our people Our people are our greatest asset, and finding and holding on to top talent in a highly competitive global market is a priority for the Board and management. This year, our CEO voiced concerns over the growing challenge of retaining key people in our largest markets. In Nigeria, for example, we saw top performers leaving for other countries such as Canada, Ireland and the UK, and valued people lost to competitors. We acted against this by creating various incentives beyond cash to attract top performers, including Airtel Africa mobility and ‘Women for technology’ programmes. We’ve also introduced revised salary structures and retention packages, and improved allowances payable. Initiatives such as these are also helping us in our work to close the gender gap in all of our locations. As the non-executive director with responsibility for engaging with our employees, I was delighted to join several employee events during the year to hear directly from our people and respond to their questions. This included the leadership conclave in March 2024, when I met with over 200 colleagues. I shared feedback from this event with the Board. All our independent non-executive directors are invited to quarterly all-employee town halls where they can take questions directly from colleagues. For more information about our employee engagement, see pages 115-119 Evaluating our Board As part of our corporate governance review each year, we examine the independence and diversity of our Board and the balance of skills and development needs of its members. We regularly map the skill sets of our Board members against our strategy and annual operating plan. This year, we confirmed that, collectively, our non-executive directors have significant experience across the critical areas of strategy, risk management, M&A, technology, media and telecoms (TMT) and Africa. As part of our committee’s governance oversight role, we support the Board when it considers conflicts of interest and independence issues. When reviewing conflict authorisations, we look at other appointments held by the director as well as the findings of the Board evaluation. Following the review, our committee determined that all non-executive directors continued to demonstrate independence; the Board agreed with our conclusion. In line with the 2018 Code, all directors will retire at this year’s AGM and, except for John Danilovich, put themselves up for reappointment (appointment in the case of Sunil Taldar and Paul Arkwright) by shareholders. Each of our non-executive directors seeking appointment or reappointment are independent in judgement and character. Finally, in this busy year for our committee, we also paid significant attention to enhancing the effectiveness of the Board and its committees. We held an internally facilitated Board effectiveness evaluation, which concluded that the Board continues to operate effectively with an opportunity to improve in minor areas. We’re privileged to have a Board with a diversity of skills and international experience to perform their vital role. This is invaluable in developing our business strategy and enhancing our governance capabilities. Airtel Africa is a multicultural business, and our ethnic diversity is reflected in our Board, leadership team and employees. We remain committed to ensuring diversity in terms of culture, age, gender, ethnicity, length of service and educational background – and will continue to build an inclusive and diverse workplace. I welcome questions from shareholders on our committee’s activities. To discuss any aspect of this report please contact me through our company secretary, Simon O’Hara (see page 254 for contact details). I’ll also be attending our 2024 AGM and look forward to the opportunity to meet you and answer your questions there. Sunil Bharti Mittal Chair, Nominations Committee 8 May 2024 #### Planned director changes #### 30 June 2024 Segun Ogunsanya steps down as CEO #### 1 July 2024 Sunil Taldar formally joins the Board and becomes CEO #### 3 July 2024 John Danilovich steps down from the Board at the AGM #### 9 May 2024 Paul Arkwright joins the Board ![]() 140 Airtel Africa plc Annual Report and Accounts 2024 140 Airtel Africa plc Annual Report and Accounts 2024 Senior management succession • Reviewed our strategy for executive-level succession planning and monitored progress of the processes in place for achieving this, including: – Considering the Group’s talent development programmes to build technical and leadership capability – Linking contingency planning to individuals’ professional development at senior management level to help people show their potential for progression and build a diverse pipeline of talent • For Airtel Money, reviewed the trajectory towards listing and the bench strength of talent to deliver the IPO • Discussed and reviewed the reporting lines of our Control and Compliance functions – suggested that the chiefs of Internal Audit and Risk and Compliance should report directly to the chair of the Audit and Risk Committee with a dotted line to the CEO – and that the company secretary should report to the chair with a dotted line to the CEO Diversity • Monitored and noted progress against our gender balance targets at ExCo, country managing director and senior management levels. We recruited a woman MD in Madagascar. Women now make up 28.5% of our OpCo executive committees leaders, excluding MDs. Some 21.4% of our senior managers are women, as are 30.5% of employees across the business. • Reviewed policies and processes to promote diversity in our operating country boards • Worked to attract diverse, highly skilled and talented employees by: – Tackling unconscious bias – Ensuring a gender balance on shortlists for management positions – Promoting a good work/life balance – Encouraging equal opportunities for all. • Appointed 12 women to senior Group and OpCo roles: Role Operating country Local operating country committee membership Director (Finance) Chad Executive Committee Managing director Madagascar Executive Committee Director of marketing Tanzania Executive Committee Director of customer experience Uganda Executive Committee Director of IT Nigeria Executive Committee Director of HR Chad Executive Committee Director of HR Airtel India Limited Director of distribution Nigeria Head of shops and retail postpaid business Nigeria General manager of customer experience Nigeria Head of digital platforms Dubai Head of operations Uganda #### About the committee Led by the chair of our Board, our committee consists of independent non-executive directors. Our CEO and chief HR officer are also invited to attend committee meetings and submit reports. We met formally three times during the 2023/24 financial year. Our focus, driven by a more ambitious strategic agenda and the planned separation of Airtel Money, was on longer-term succession planning for the senior executive team, short-term senior leadership changes, and supporting the CEO on his proposal to restructure our ExCo. Improving the gender balance at senior leadership level across our business, including in our HQ and OpCos, remained fundamentally important. Having reviewed the composition and performance of the Board and its committees, we believe our Board has the experience, expertise and appetite for challenge to take Airtel Africa forward in line with our strategy while maintaining good governance. We keep this under regular review. #### The committee’s work and focus in 2023/24 Key activities during the year: Chief executive recruitment • Recommended the appointment of Sunil Taldar as CEO to succeed Segun Ogunsanya on his retirement Board and committee composition • Reviewed the current Board structure, size and composition, including the skills, knowledge and experience required to continue to function effectively against an assessment of future business needs • Considered individual directors’ time commitment and overall effectiveness • Took into account the length of tenure of non-executive directors, and the value of continually refreshing Board membership, in considering Board succession • Considered the need for an appropriate balance of independence and diversity among Board members • Discussed the structure, size and composition of the Board’s committees • Reviewed the Board and committee structure within each business unit, including Airtel Money and Airtel Business (enterprise, data centres and FibreCo) and monitored progress against strategy execution and roadmaps for creating standalone entities Board succession • Recommended to the Board the appointment of Paul Arkwright as an independent non-executive director • Noting that Board members had been appointed in two cohorts in 2018 and 2019, developed an enhanced Board succession plan to manage a potential volume exit of current members • Discussed the changes to the Listing Rules that require one of the Boards four officers (chair, SID, CEO, CFO) to be a woman by 2025 and incorporated this into the Board succession plan #### Nominations Committee reportcontinued GOVERNANCE REPORT ![]() 141 Airtel Africa plc Annual Report and Accounts 2024 141 Airtel Africa plc Annual Report and Accounts 2024 Directors’ elections • Recommended to the Board that each director be proposed for re-election by shareholders at our Annual General Meeting (AGM) in July 2024 Directors’ fees • Reviewed the fees paid to the Group chair and the non-executive directors and agreed to inflation-linked increases in line with benchmarking data to stay competitive Committee evaluation • Oversaw the Board effectiveness evaluation and discussion of feedback, observations and recommendations from this review, including evaluating whether each non-executive director was dedicating enough time to their duties Committee terms of reference • Reviewed and approved our terms of reference before making a recommendation to the Board. In completing this review, our committee concluded that the terms of reference are appropriate and reflect the way in which we discharge our duties • Reviewed the committee’s performance during the year against its terms of reference and concluded that it was operating effectively • Reviewed individual director independence to check for conflicts of interest and found there no concerns regarding the contribution or commitment of any directors Annual General Meeting (AGM) • Received and discussed a detailed AGM briefing from the company secretary, including voting results, shareholder feedback and engagement in the lead up to the AGM Employee engagement • Stayed up to date on projects to attract new people and support existing employees, such as our ‘Women in technology’ programme, Airtel Africa mobility programme, young technology leaders 2023 training programme and Digital Labs in Nigeria • Supported our learning and development teams’ capacity-building efforts across the Group, as well as ongoing initiatives around health, wellbeing and recognition, such as a Digital Lab programme to improve physical and mental health Foundation • Discussed the leadership of the Airtel Africa Charitable Foundation, potential trustees and staffing #### International Women’s Day In addition to the equality, diversity and inclusion-related initiatives and campaigns across our OpCos, we celebrated International Women’s Day for the third consecutive year. Employees took part in talks, debates and activities to recognise women across our business and to consider some of the barriers and challenges facing women in the workplace. As at 31 March 2024 28.3% Gender balance in our workforce (26% in 2022/23) 35.4% Percentage of female new starters (senior managers and above) #### Board tenure as at 31 March 2024 Appt. date 2-3 years 4-5 years 6-7 years Sunil Bharti Mittal July 2018 Akhil Kumar Gupta Oct 2018 Shravin Bharti Mittal Oct 2018 Andy J Green Apr 2019 Awuneba Ajumogobia Apr 2019 John Danilovich Apr 2019 Ravi Rajagopal Apr 2019 Annika Poutiainen Apr 2019 Segun Ogunsanya Oct 2021 Jaideep Paul June 2021 Tsega Gebreyes Oct 2021 ![]() 142 Airtel Africa plc Annual Report and Accounts 2024 142 Airtel Africa plc Annual Report and Accounts 2024 Developing our Board One of our priorities is to continually develop our Board members. We inform directors about relevant seminars and training and encourage and support their attendance. We provide regulatory updates at each Board meeting, and specialist advisors brief our committees on topics such as changes to accounting procedures and UK corporate governance. Our Board undertook a series of development activities during the reporting period, including training by our corporate legal advisors Herbert Smith Freehills LLP on the political environment, governance reform, liability to investors and directors’ duties. We reviewed the induction programme for directors and concluded that this is appropriate. Board and committee balance, diversity, independence and effectiveness The chair of the Board is responsible for making sure independent non-executive directors can constructively challenge executive directors, while supporting them to implement our strategy and run the business effectively. He works with our committee to make sure the Board has the right blend of skills, independence and knowledge. Appointing and re-electing directors Our appointment processes The Board has the power to appoint new directors and to fill any vacancy. When recruiting members for the Board, our committee adopts a formal and transparent procedure – this considers the skills, knowledge and level of experience required, as well as diversity. We begin by evaluating the balance of skills, knowledge and experience of existing Board members, the diversity of the Board, and the ongoing requirements and strategic developments of the business. This enables us to focus on appointing someone who will complement and enhance the Board’s effectiveness and overall performance. We review a longlist of globally drawn potential candidates and shortlist candidates for interview based on the criteria set out in the agreed specification. These include the requirements of the Group, the diversity of the Board, and the skills, knowledge and experience of current members. Non-executive appointees must show they have adequate time available for the role, and, before being appointed, all candidates must identify any potential conflicts of interest. Shortlisted candidates are interviewed by the committee chair, other committee members and the CEO. The committee then recommends the preferred candidate, who is invited to meet other Board members. Finally, the committee takes up detailed external references before making a formal recommendation to the Board for appointment. No director took on a significant new appointment during the year. Before accepting any appointment, each director is expected to discuss the anticipated time commitment with our chair and company secretary to make sure they continue to have adequate time for Airtel Africa Board duties. Re-election All directors will stand for re-election at each year’s AGM while in office. Each director proposed for re-election at our AGM has been unanimously recommended by other members of the Board. Effectiveness The internal Board evaluation reviewed our committee’s effectiveness and sought feedback from the committee members. The composition and management of Nominations Committee meetings and quality of information provided continued to be highly rated. The management of director succession was seen as operating effectively, with the appointment of the CEO designate and the Remuneration Committee chair. In terms of the areas identified for focus in last year’s evaluation, there is still work to be done to achieve better gender balance at ExCo level, although significant progress is being made in our OpCos. For progress on employee gender balance, see page 145 Succession planning for the executive directors, talent management and people oversight were identified as areas of strength. A greater focus on the executive team and the quality of talent in key OpCos were identified as areas to work on. We discussed the output of the evaluation, which concluded that we continued to operate effectively throughout the year and confirmed our intended areas of focus for the year ahead. 2023/24 evaluation Outcome Key themes and areas for focus Action Nominations Committee Areas of focus Executive gender balance To continue to focus on our Board and executive succession planning to achieve gender balance at all senior leadership levels Succession planning for executive teams at Group and OpCo levels Presentations to include insight into performance assessment highlights, including risk taking, innovation and leadership Areas of challenge are identified throughout this report. Each director goes through a performance review process as part of the annual Board effectiveness review. This confirmed that each director continues to make an effective contribution to the Board. Advice available to the Board All directors have access to the advice and services of the company secretary. Directors may also take independent professional advice at our expense where this is judged necessary to fulfil their responsibilities. During the year, the Board took advice from: • Alvarez & Marsal through the Remuneration Committee, as explained in more detail on pages 146-165 • Our corporate legal advisors Herbert Smith Freehills LLP through the Market Disclosure Committee on the identification of insider information • Legal advisors Clifford Chance on share plan and remuneration policy matters • Our brokers on the sector and relative performance of our share price Employee engagement For details on how we engage with our employees, see page 115 Diversity Our policy is to promote and appoint the best person for each role without regard to age, ethnicity or disability – only considering factors such as educational and professional backgrounds as appropriate for the position. This applies to the entire business, including the Board. We’re working to build diversity and inclusion into our appointment and promotion processes at every level. All Airtel Africa employees have completed our annual Code of Conduct training and certification, which covers our commitments on diversity, inclusion and non-discrimination. #### Nominations Committee reportcontinued GOVERNANCE REPORT ![]() 143 Airtel Africa plc Annual Report and Accounts 2024 143 Airtel Africa plc Annual Report and Accounts 2024 Board diversity We see diversity as fundamental to the successful operation of our Board and to creating a balanced culture across our business. The Board represents a broad range of skills, experience, age, education, social background, ethnicity, gender and nationality. Our youngest director is 35, and the Group is ethnically diverse. Most have spent a considerable amount of time living outside the UK, and this range of experience is invaluable in developing our business strategy and enhancing our governance capabilities. The Board regularly reviews its balance and composition. Board diversity is supported by the Board diversity policy which specifically applies to the Board and its committees and supports the Group’s wider approach to diversity. This policy was reviewed and approved during the year. The diversity of the Board’s principal committees reflects the diversity of the non-executive directors. The Board supports the FTSE Women Leaders Review target of 40% female representation on the Board and senior leadership team by 2025. The definition of senior leadership team includes members of the ExCo and their direct reports. We recognise that we need to bring more women on to both our Board and senior leadership team – and our committee considered how to achieve compliance. We’re addressing the gender balance challenge across our OpCos by championing initiatives that support diverse talent and thought. These critical enablers of sustainable growth include the Airtel Africa mobility programme, the ‘Women for technology’ programme and the Airtel Academy. For more information about these initiatives, see page 117 We also appointed our first woman operating country (OpCo) managing director: Anne Tchokonte joined as managing director of Airtel Madagascar in February 2024. This year, our committee also considered how to achieve compliance with the Listing Rule disclosure requirement that states that at least one woman should be appointed as chair or senior independent director either on the Board or as CEO or finance director by the end of 2025. As at 31 March 2024, 27% of the directors were women and there were no women in senior Board positions. The Board is not currently compliant with these two Listing Rule targets. While we haven’t yet achieved the FTSE Women Leaders Review’s Board-level gender-balance target, doing so is an integral part of our succession planning. The gender balance of our Group ExCo is still a challenge, and we’re working to bring more women into the committee by 2026. We’re making good progress in addressing the gender imbalance at our OpCo ExCo level and in our senior management teams who report to the ExCo. We make sure the specification for any new senior management role is equally suited to applicants of any gender and that there’s no discrimination at any stage in the selection process based on applicant characteristics. Diversity and inclusion are, and will continue to be, a key focus for our business. The Board fully supports the Parker Review’s ‘Beyond One by 21’ recommendation and is pleased to confirm our compliance with the Listing Rule target of having at least one person on the Board from a minority ethnic background. The change to the Board’s gender and ethnic diversity compared to 31 March 2023 is because Doug Baillie and Kelly Bayer Rosmarin stepped down from the Board during the year. #### Our Board diversity and inclusion policy Our Board diversity policy sets out our approach to diversity and is applicable to the Board and its committees (specifically, the Audit and Risk Committee, Remuneration Committee and Nominations Committee). It also supports our wider approach to diversity across the business. This is governed in greater detail by our Code of Conduct which applies to all employees, agency workers, self-employed contractors, casual workers, operatives and job applicants. Policy objectives Implementation Progress against objectives Commitment to a minimum of 40% of the Board being women by the end of 2026 Succession planning seeks to ensure a greater gender balance is in place over the short, medium and long term 27% of our Board are women Commitment to have at least one woman in the role of senior member of the Board, being the chair, CEO, CFO or senior independent director by the end of 2026 The Board is supportive of the FCA proposals, noting the comply or explain basis We will look to appoint a woman as a senior independent director when succession planning in 2024 Maintain an ethnically diverse Board We consider Board diversity as part of our succession planning We meet the recommendations of the Parker review: 73% of the Board identify as non-white ![]() 144 Airtel Africa plc Annual Report and Accounts 2024 144 Airtel Africa plc Annual Report and Accounts 2024 #### FCA diversity disclosure tables Ethnicity table as at 31 March 2024 Parker Review – directors from ethnic minority background\* Number of Board members Percentage of the Board Number of senior positions on the Board (Chair, SID, CEO, CFO) Number in executive management\*\* Percentage in executive management Asian/Asian British 5 46% 2 9 53% Black /African/Caribbean/Black British 3 27% 1 3 17% White British or other white (including minority-white groups) 3 27% – 2 12% Mixed/multiple ethnic groups – – – 2 6% Other ethnic group (including Arab) – – – 1 – Not specified/prefer not to say – – – – – \* The data for these tables was collected by asking individuals to anonymously self-report against the categories displayed in the table above. \*\* The number of Executive Committee (ExCo) members. Women in leadership as at 31 March 2024\* Number of Board members Percentage of the Board Number of senior positions on the Board (Chair, SID, CEO, CFO) Number in executive management\*\* Percentage in executive management Men 8 73% 4 16 100% Women 3 27% 0 1 0 \* This table reports on sex rather than gender identity, as defined by the Listing Rules. \*\* The number of ExCo members. #### Nominations Committee reportcontinued #### Our people diversity policy Our ‘Win with’ strategy exists to drive the sustainable, profitable growth we need to continue creating value for all our stakeholders. To facilitate this, we aim to be an employer of choice with a diverse and inclusive working environment and a culture of high performance, wellbeing, skills enhancement and coaching. Our diversity policy Purpose We have a clear and ongoing purpose of transforming lives. Diversity and inclusion are a part of who we are and how we do business – in line with our values of being alive, inclusive and respectful. Policy statement We recognise that a diverse workforce is key to delivering value to our customers. So, we work to create an inclusive environment that embraces our differences and helps employees deliver their true potential. Our practices and policies to shape this include global mobility, talent acquisition and learning and development. We’re particularly focused on developing women in management and leadership roles across our business. Initiatives 1. Finding and using diverse talent pools for all management and senior leadership recruitment 2. Building succession and leadership development plans that encourage the promotion of women, such as the Women in Tech programme, the young technology leaders 2023 training programme, Digital Labs and the Airtel Africa mobility programme 3. Mentoring programmes 4. Facilities for expectant and new mothers, such as reserved parking and mothers’ rooms 5. The CEO’s Women in Leadership council 6. Women’s entrepreneurship programme to bring more self-employed women into sales and distribution roles Training and awareness 1. An ongoing programme to counter unconscious bias 2. Using town hall sessions to create awareness and set the right tone from the top 3. All employees completing yearly Code of Conduct training and certification covering our commitments on diversity, inclusion and anti-discrimination Monitoring and reporting 1. A monthly diversity review by our chief HR officer with the HR directors of our regional businesses 2. Quarterly progress reports to our ExCo and Remuneration and Sustainability Committees before being reported to the Board 3. Quarterly progress reports to our management HR committee GOVERNANCE REPORT ![]() 145 Airtel Africa plc Annual Report and Accounts 2024 145 Airtel Africa plc Annual Report and Accounts 2024 Gender balance The gender balance of the Group’s employees as on 31 March 2024 was as follows: Category Women Men Total Women (%) Men (%) Group Board\* 3 8 11 27.3% 72.7% Group Executive Committee member\*\* 1 16 17 5.9% 94.1% OpCo Executive Committee 45 113 158 28.5% 71.5% Senior and middle management\*\*\* 201 738 939 21.4% 78.6% All other employees 921 2,097 3,018 30.5% 69.5% Total 1,171 2,972 4,143 28.3% 71.7% \* CEO and CFO are part of board and Group ExCo (have been counted in both categories). \*\* Company secretary has been included in Group Executive Committee (ExCo) count. \*\* The Group Executive Committee (ExCo) direct reports are one of the sets of numbers in the diversity table already provided (under senior and middle management). \*\*\* OpCos MDs have been included in senior and middle management. \*\*\* Senior management is all general managers and above excluding OpCo and Group Executive Committee (ExCo), and middle management includes all employees at senior manager level. ![]() 146 Airtel Africa plc Annual Report and Accounts 2024 146 Airtel Africa plc Annual Report and Accounts 2024 #### Directors’ remuneration report #### Chair’s introduction I’m pleased to present the Remuneration Committee’s report for 2023/24. During the year, the key issues for the committee included determining the performance outcomes for our incentives, the remuneration arrangements for the new CEO, Sunil Taldar and the treatment of remuneration for the outgoing CEO, Segun Ogunsanya. All of these areas are discussed below. Performance outcomes for the year To recap on the performance as described in the strategic report, this year Airtel Africa’s continued investment into maintaining and modernising its 4G network whilst also expanding its distribution network helped continue the expansion of our customer base. This strong performance was reflected in revenue growth and expansion in the EBITDA margin when measured in constant currency. The targets for our financial measures flow from our annual operating plan, which is an output of Airtel’s investment decisions, each of which is approved taking into account the potential return on capital. The financial performance measures in our incentives are measured using constant currency as we have significant operations in a number of countries and this measurement basis helps reflect the underlying performance of the business over the performance period. It keeps management neutral to currency fluctuations which could improve or worsen reported currency financial measures. Annual bonuses for 2023/24 were based on a scorecard of measures: net revenue (35%), EBITDA (35%), operating free cash flow (10%) and ESG and governance objectives (20%). Given the Group’s strong performance with 21.1% growth in net revenue on a constant currency basis, 21.3% growth in underlying EBITDA and 34% growth in operating free cash flow, the targets for all of the financial objectives were either exceeded or close to the stretch target. Both of our executive directors in the year also had role-specific personal objectives for the year – see page 157 for details. As a result, the outgoing CEO’s bonus outcome was at 95.9% of maximum and the CFO’s bonus outcome was 98.1% of maximum. However, as set out below in the section on considering formulaic outcomes, the committee reviewed the overall performance of the company and exercised discretion to reduce the formulaic bonus outcomes to 85% of maximum for the outgoing CEO and 87% of the maximum for the CFO. One third of the bonus for the CEO and the CFO will be deferred into shares for two years. Our outgoing CEO and our CFO were granted an LTIP award in 2021 which vested based on performance up to 31 March 2024. This award vested at 78.9% which reflects strong performance over the past 3-year period, with net revenue growth of 21.5% per annum in constant currency, TSR performance of 34% being above the upper quartile of the comparator group, and an increase in underlying EBITDA margin of 3.54% in constant currency. See page 159 for details. Considering formulaic outcomes Our committee reviewed the formulaic outcomes against the bonus and LTIP targets. In particular, we considered whether the bonus and LTIP outcomes were appropriate in the context of the depreciation of the Naira which had a significant impact on reported currency revenue and EBITDA. Nigeria is our biggest market, and although the economic turbulence affected the reported performance, we were also mindful of management’s achievements in developing a clear plan, focusing on reducing costs and reducing foreign currency liabilities, while continuing to grow our customer base in an increasingly competitive market. This is reflected in our performance in Nigeria where revenue and EBITDA have both exhibited strong growth in constant currency. Taking this into account, we determined that the incentives had operated as intended throughout the year and that they were This report sets out the remuneration policy for our directors, what they’ve been paid in the year and how this is linked to the performance achieved. There are three sections to the report: #### Part 1 An introduction from the committee chair – this explains our approach to remuneration, summarises the key decisions made by the committee during the year (also part of the annual remuneration report), and gives an overview of our 2024/25 approach and policy. #### Part 2 The directors’ remuneration policy – this sets out the remuneration policy for our CEO, CFO, chair and non-executive directors, which was approved by shareholders at the 2023 AGM and will remain in force until the 2026 AGM at the latest. #### Part 3 Our annual report on remuneration – this sets out in detail how we applied our current remuneration policy in 2023/24, the remuneration received by directors for the year and how the policy will be applied in 2024/25. This report will be put to an advisory shareholder vote at the AGM. All amounts in this report are in US dollars ($), unless stated otherwise. Committee membership and attendance Member since Meetings attended/held Tsega Gebreyes Chair October 2021 6/6 Awuneba Ajumogobia April 2019 6/6 John Danilovich April 2019 6/6 Tsega Gebreyes Chair, Remuneration Committee GOVERNANCE REPORT ![]() 147 Airtel Africa plc Annual Report and Accounts 2024 147 Airtel Africa plc Annual Report and Accounts 2024 reflective of the underlying performance of the group and its positive outlook as we expect the devaluations to result in a healthier economy in the medium term. Nevertheless, we are aware of the impact on shareholders created by these circumstances, and, seeking to improve alignment between the incentive outcomes and the shareholders’ experience, have decided to apply a discretionary reduction of around 11% to the annual bonus outcome for the outgoing CEO and CFO. After the application of this reduction, the annual bonus outcome of the outgoing CEO and CFO was reduced from 95.9% and 98.1% respectively to 85% and 87% of maximum respectively. In addition, in determining the vesting outcome for the outgoing CEO’s 2022 and 2023 LTIP awards, the Committee did make a discretionary downwards adjustment of around 8% to reflect the potential uncertainty of the financial forecasts on which the performance assessments were based. Board changes During the year, Segun Ogunsanya informed the Board of his intent to retire and the Board agreed that Sunil Taldar will be appointed CEO on 1 July 2024 after a transition period. On appointment, Sunil’s base salary will be $760,000, which, although below the salary of the outgoing CEO, may be subject to above-workforce increases over the coming years, depending on his performance in role and the performance of the company. His benefits will be in line with those of other senior executives and he will not receive a pension. His incentive opportunities are at the same level (as a percentage of salary) as for the outgoing CEO. His target annual bonus for 2024/25 will be set at 75% of salary (maximum 150% of salary), with one third to be deferred into Airtel Africa shares for two years. His LTIP awards for 2024/25 comprise a PSP grant of 150% of salary and RSU grant of 50% of salary, at maximum. In addition to his normal annual variable compensation, Sunil Taldar will also participate in the special one-off incentive which was approved by shareholders at the 2023 AGM, and is designed to incentivise a succesful IPO of Airtel Money. No buyout or joining awards were granted. Leaver terms for Segun Ogunsanya are set out below. Treatment of remuneration for the outgoing CEO In considering Segun Ogunsanya’s leaver terms, our committee noted that he oversaw a period of strong growth and continued progress for Airtel. During his leadership, Airtel maintained its position as one of the fastest growing and most profitable telecoms operators in Africa. We took this into account in determining how to apply the policy and treat his inflight share awards on retirement, and decided that he should be treated as a good leaver. We also took into account when applying a pro rata reduction to his LTIP awards that his relationship with Airtel will continue from his retirement until 30 June 2025, during which time he will provide advisory services to the Chairman and the Airtel Africa Board, and chair the Airtel Africa Charitable Foundation. In more detail, all elements of his CEO remuneration package will be paid up to his departure, at which point they will all cease. He will receive a pro-rated bonus for time served subject to his individual performance and the company’s financial outlook which will be paid entirely in cash. He will not be eligible for the normal annual LTIP grant to be made in 2024. In light of the considerations noted above, we will exercise discretion to treat him as a good leaver under our share plans. This will result in his outstanding deferred bonus shares vesting in full. In addition, the number of shares under his outstanding LTIP awards will be reduced as a result of the pro-rating up to 30 June 2025 when his relationship with Airtel will end (in the case of the 2023 LTIP awards), and as a result of the application of the performance conditions for both the 2022 and 2023 LTIP awards. Awards will vest when he steps down as CEO and will be subject to malus and clawback. The post-vesting holding periods will be waived on his LTIP awards, but he will be required to hold shares to the value of 125% of base salary for at least two years in accordance with the post-cessation holding requirement. Segun Ogunsanya will also receive an amount for untaken holiday and an amount required to be paid under Dubai employment law. Further detail on the treatment of his LTIP awards is provided later in the report. Finally, the Committee decided not to grant the one-off Airtel Money incentive award to Segun Ogunsanya for which he was eligible during FY 2023/24 as discussions regarding his potential retirement had already started at the intended date of grant. Implementation of policy in 2024/25 The salary for the CFO will be increased by 5% which is below the planned increase for employees which is slightly above 7%. No increase will be applied to the outgoing CEO’s salary. Maximum bonus opportunity is capped at 200% of base salary for the new CEO, and 175% of base salary for the CFO, under the policy approved by shareholders at the 2023 AGM. The actual 2024/25 bonus opportunities for the executive directors will again be set below these policy maximum levels. The 2024/25 max bonus will be set at 150% of base salary for the new CEO and 140% of salary for the CFO. In line with the policy, one third of any bonus will be deferred into shares for two years. It is intended that metrics and weightings remain unchanged from last year, with 80% based on financial metrics (net revenue, underlying EBITDA and operating free cash flow) and 20% non-financial. LTIP grants will also be made at levels below the maximum levels permitted under the policy approved by shareholders at the 2023 AGM. LTIP grants will consist of performance shares (with a maximum face value of 150% of salary for the new CEO and 100% of salary for the CFO), and restricted stock units (with a maximum face value of 50% of salary for the new CEO and 40% of salary for the CFO). We will continue to set robust and challenging performance targets for both the bonus and the performance shares component of the LTIP, with vesting of restricted stock units dependent on the satisfaction of a financial underpin. As in 2023/24, three performance conditions will apply to the performance shares: relative TSR (20%), underlying EBITDA (40%) and net revenue (40%), with each measured over three years. The underlying EBITDA and net revenue targets will not be disclosed at grant as they are currently considered to be commercially sensitive. They will be disclosed when this changes – no later than the report for the year in which the awards vest. The underpin applying to the grant of restricted stock units will continue to include an operating free cash flow measure. Conclusion This year, Airtel Africa has continued to live out its purpose of delivering vital services and helping to transform the lives of its stakeholders. It has delivered strong underlying performance despite the turbulent economic situation in its key market and has laid strong foundations for future growth. This performance has been the result of the dedication and talent of our workforce under the leadership of our management team. I would like to thank my fellow committee members for their continued diligence and dedication. We look forward to seeing your support for the new policy and remuneration report at this year’s AGM and, more importantly, seeing the continued benefits of our work to all our stakeholders over the coming years. I will be attending the 2024 AGM and look forward to engaging with shareholders at the meeting. In the meantime, if you’d like to discuss any aspects of this report please contact me through our company secretary, Simon O’Hara (see page 254 for contact details). Tsega Gebreyes Chair, Remuneration Committee 8 May 2024 ![]() #### Directors’ Remuneration Reportcontinued 148 Airtel Africa plc Annual Report and Accounts 2024 148 Airtel Africa plc Annual Report and Accounts 2024 #### Remuneration Committee • Advises the Board on remuneration for Board members, executive directors, the company secretary, the Executive Committee and other senior employees • Makes sure that remuneration arrangements identify and mitigate reputational and other risks from excessive rewards and inappropriate behaviour linked to target-based incentive plans • Ensures targets are appropriate, geared to delivering our strategy and enhancing shareholder value • Makes sure rewards for achieving or exceeding agreed targets are not excessive • Promotes the increasing alignment of executive, employee and shareholder interests through appropriate share plan participation and executive shareholding guidelines • Reviews employee remuneration and policies and the alignment of incentives with culture, particularly when setting the executive directors’ remuneration policy • Through the committee chair, engages with shareholders on remuneration-related matters Main activities in 2023/24 During the financial year, the committee: • Agreed annual salary increases and reviewed senior executive remuneration • Agreed the treatment of remuneration for the outgoing CEO and the remuneration for the new CEO • Implemented and made awards under our share plans • Determined the level of bonus payments for the previous financial year • Determined the level of LTIP vesting for the outgoing CEO and CFO • Drafted and agreed the directors’ remuneration report • Received training in key areas of the UK Corporate Governance Code and The Investment Association’s guidance • Held regular updates on latest investor thinking and emerging and future remuneration trends, including the expected impact of ESG trends on remuneration Shareholder consultation A formal consultation with shareholders was not undertaken this year as no changes to policy or implementation are being proposed. Regular dialogue continues with our shareholders on matters of remuneration as part of our investor relations activities. Engaging with employees The report on pages 115 to 116 explains our work on diversity and the various ways in which management engaged with employees during the year. While our committee doesn’t directly consult employees on executive remuneration, a non-executive director attended our regular town halls at which a wide range of topics were discussed with our outgoing CEO, including employee remuneration. Effectiveness The Board evaluation reviewed the committee’s effectiveness and sought feedback from its members. The review concluded that the Committee continued to function well, with the management of meetings, quality of the Committee’s relationships (including external consultants), communications with shareholders, the annual cycle of work and review and oversight of key areas of responsibility, considered to be effective. The results also showed the Committee to be effective in aligning executive remuneration with the Group’s strategic operational and sustainability objectives. In response to the areas identified for focus in last year’s evaluation, the Committee recognised the choice of ESG metrics to support greater gender diversity across the executive and senior management teams was showing results at the senior management team level. However, even greater focus at the executive team level was required. We discussed the output of the 2024 evaluation and concluded that we had operated effectively throughout the year. Areas of challenge are identified in this report. We also confirmed our areas of focus for the year ahead. 2023/24 evaluation Outcome Key themes and areas for focus Action Remuneration Committee Areas of focus Increase in awareness of trends in remuneration in both Africa and the UK Identify any current gaps and ensure additional input provided to the Remuneration Committee by the advisors and/or provide appropriate additional training for members of Remuneration Committee #### Summary of remuneration #### FY23/24 performance – Our business performance Net revenue 21.1% compared to last year in constant currency $4,486.5m Underlying EBITDA 21.3% compared to last year in constant currency $2,518m Operating free cash flow 34% compared to last year in constant currency $1,780.7m GOVERNANCE REPORT ![]() 149 Airtel Africa plc Annual Report and Accounts 2024 149 Airtel Africa plc Annual Report and Accounts 2024 Annual bonus outcomes Link between remuneration and business strategy – metrics for 2023/24 Long-term incentive plan Single figure of remuneration ($000s) Segun Ogunsanya Jaideep Paul 85% 87% Olusegun Ogunsanya $2,434 $5,944 Jaideep Paul $2,227 $2,280 All amounts are in $million Weighting Threshold Target Maximum Outcome (%) Net revenue 35% 4,215 4,323 4,431 4,487 (35%) Underlying EBITDA 35% 2,366 2,445 2,522 2,518 (34.2%) Operating free cash flow 10% 1,541 1,620 1,697 1,781 (10%) Non-financials CEO Details on page 157 20% (16.8%) Non-financials CFO Details on page 157 20% (19%) The above performance resulted in a formulaic bonus outcome of 95.9% of maximum for the CEO and 98.1% of maximum for the CFO. After applying a discretionary adjustment, the outcomes were reduced to 85% of maximum for the CEO and 87% of maximum for the CFO. Bonus outcome as % of maximum The performance period for LTIP awards granted in 2021 ended on 31 March 2024. Following the assessment of the PSU performance condition and the RSU underpin, as summarised in the table below, awards vested to the outgoing CEO and the CFO. The performance condition was assessed resulting in the vesting of 78.9% of the PSU awards and 100% of the RSU awards, and these amounts are included in the single figure table on page 156. Metric Weighting Threshold (25%) Target (50%) Max (100%) Actual % achievement of maximum Net Revenue CAGR 40% 17.4% 19.4% 21.4% 21.5% 100% Increase in Underlying EBITDA Margin 40% 3.2% 3.58% 3.93% 3.54% 47.4% Relative TSR 20% Median n/a Upper quartile Above upper quartile 100% Metric: Relative TSR is measured by comparing Airtel Africa TSR to the median and upper quartile TSR of the MSCI Emerging Markets Communication Services Index Annual bonus Measure Weighting Why chosen Net revenue\* 35% Key indicator of our growth, market penetration and customer retention Underlying EBITDA\* 35% Measure of our profitability and cash-generating ability from year to year Operating free cash flow (OFCF)\* 10% Measure of the underlying profitability from our operations, as well as our ability to service debt and other capital commitments Non-financial 20% Indicator of the performance of the organisation in key non-financial areas Special one-off incentive Measure Weighting Why chosen IPO price 100% Measures additional value created for Airtel Africa shareholders on an IPO of Airtel Money Long-term incentive plan Metric (constant currency) Weighting Why chosen TSR, relative to a peer group of competitors For grants in 2024, we intend to use a peer group of international emerging market communication services organisations (MSCI Emerging Markets Communication Services Index constituents) 20% Measures the total returns to our shareholders, providing close alignment with shareholders’ interest Net revenue\* 40% A key indicator of long-term growth in the market, highlighting the importance of sustained performance Underlying EBITDA\* 40% A key indicator of long-term growth on profitability from operations, high-lighting the importance of sustained performance Operating free cash flow (OFCF)\* RSU underpin Measure of the underlying profitability from our operations, as well as our ability to service debt and other capital commitments 2022/23 2023/24 2022/23 2023/24 \* measured in constant currency ![]() #### Directors’ Remuneration Reportcontinued 150 Airtel Africa plc Annual Report and Accounts 2024 150 Airtel Africa plc Annual Report and Accounts 2024 #### Summary of remunerationcontinued #### Proposed remuneration structure for 2024/25 Component Purpose and link to strategy 24/25 25/26 26/27 27/28 28/29 29/30 Deferral and holding requirements Proposed implementation for 2024 Base salary Benefits (including pension) Annual bonus Long-term incentive plan – PSUs Long-term incentive plan – RSUs Special one-off incentive Shareholding requirement To recruit and reward executive directors of a suitable calibre for the role To provide market competitive benefits To incentivise and reward annual performance achievements. To also provide sustained alignment with shareholders through a component deferred in shares To incentivise and reward the delivery of the company’s strategic objectives and provide further alignment with shareholders through the use of shares To incentivise a successful IPO of Airtel Money To further align the interests of executive directors with those of shareholders n/a n/a Deferral of one third of any bonus Two-year post- vesting holding period Two-year post- vesting holding period 2 New CEO: $760,000 CFO: $674,896 Benefits in line with policy New CEO: 150% of base salary maximum CFO: 140% of base salary maximum Metrics 1 : Net revenue, underlying EBITDA, Operating free cash flow, non-financial New CEO grant: 150% of base salary maximum in PSP and 50% of base salary maximum in RSUs CFO grant: 100% of base salary maximum in PSP and 40% of base salary maximum in RSUs Metrics 1 : TSR, relative to a peer group of competitors, Net Revenue, Underlying EBITDA RSU underpin: Operating free cash flow New CEO: 75% of base salary Metrics 1 : IPO price New CEO: 250% of salary CFO: 200% of salary 1 The target ranges are considered by the committee to be commercially sensitive and will be disclosed in the 2024/25 directors’ remuneration report for the annual bonus, and at the time of performance measurement for the LTIP and special one-off incentive. 2 Vesting is on IPO providing no later than 3 years from grant, followed by a 2-year holding period. Deferral period Holding period Holding period GOVERNANCE REPORT ![]() 151 Airtel Africa plc Annual Report and Accounts 2024 151 Airtel Africa plc Annual Report and Accounts 2024 #### Part 2 #### Directors’ remuneration policy This sets out the policy which was approved at the 2023 AGM. We developed the policy taking into account the principles of the UK Corporate Governance Code, the views of our major shareholders, and pay and conditions of other employees which were considered when the Committee discussed the new policy. The policy is intended to attract, motivate and retain high-calibre directors, to promote the long-term success of Airtel Africa, and to be in line with good practice and the interests of our shareholders. To avoid conflicts of interest, executive directors were not included in discussions on the new policy, and the policy was approved by the Remuneration Committee. The policy will be implemented by the Remuneration Committee. The policy below is the same as that submitted at the 2023 AGM, but for minor changes to the scenario charts to make them relevant to the new CEO and the CFO, minor updates to the section on performance measures and approach to target setting in order to increase clarity, and updates to reflect the current non-executive Directors’ letters of appointment. Key principles of our remuneration policy Our committee took into account the UK Corporate Governance Code’s six factors in Provision 40 in determining the remuneration policy. We believe the policy addresses these factors: • Clarity: the structure of remuneration is designed to support our company strategy, aligning the interests of our executive directors with those of our shareholders. • Simplicity: We operate a simple remuneration framework, comprising fixed pay, short- and long-term incentives. The use of both performance and restricted shares may add a little complexity, but this is appropriate and critical to our talent agenda for the markets in which we operate. • Proportionality: remuneration is set at competitive levels to ensure our ability to attract and retain premium talent. There is a direct link between the success of the strategy and the value received by executive directors. • Alignment to culture: the remuneration approach supports our strategy objectives and reflects the diversity of our business. The structure of the package, and benefits in particular, reflects local practices and employment conditions in the countries in which executive directors are based and/or recruited from. • Predictability: a significant proportion of executive directors’ remuneration should be performance based. The policy sets out the possible future value of remuneration executive directors can receive. • Risk: the package is appropriately balanced between the achievement of short-term and longer-term objectives and does not reward poor performance or encourage inappropriate risk-taking. Executive directors’ remuneration policy table Purpose and link to strategy How we assess performance Maximum opportunity Base salary To recruit and reward executive directors of a suitable calibre for the role and duties required Normally reviewed annually by committee, taking account of company and individual performance, changes in responsibility and levels of increase for the broader employee population. Reference is also made to market levels in companies of similar size and complexity. We consider the impact of any base salary increase on the total remuneration package. Salaries (and other elements of the remuneration package) may be paid in different currencies as appropriate to reflect the geographic location. There is no prescribed maximum salary or annual increase. However, increases will generally be guided by increases for the broader employee population. Increases above this level may be made in specific situations to recognise development in the role, changes responsibility, material changes to the business or exceptional company performance. Benefits and pension To provide market competitive benefits Benefits for executive directors will typically reflect their country of residence. Where an executive director receives an expatriate package, additional cash benefits may be provided. Expatriate benefits may include housing allowance, education allowance and home leave tickets. Car allowances, life and medical insurance may also be provided. Statutory benefits as required under local law of the host country will also be paid. Pensions may be provided where this is in line with the workforce provision and statutory requirements in the executive’s home location. We may also equalise for double taxation between the required work location and the executive’s country of residence, if required. Maximum values are determined by reference to market practice, avoiding paying more than is necessary. Where pension is offered, this will be in line with statutory requirements in the executive’s home location and in line with the wider workforce for that location. ![]() #### Directors’ Remuneration Reportcontinued 152 Airtel Africa plc Annual Report and Accounts 2024 152 Airtel Africa plc Annual Report and Accounts 2024 #### Part 2continued Purpose and link to strategy How we assess performance Maximum opportunity Bonus plan To incentivise and reward annual performance achievements. To also provide sustained alignment with shareholders through a component deferred in shares Awards are based on annual performance against a scorecard of metrics aligned with our strategy, KPIs and other yearly goals. Financial measures have the highest weighting. Performance against strategic financial and non-financial objectives may also be used but will not normally account for more than 20% of the total. The policy gives the committee the authority to select suitable performance metrics aligned to our strategy and shareholders’ interests, and to assess the performance outcome. One third of any bonus is normally delivered in shares deferred for a further two years. Any dividend equivalents accruing on shares between the date when the awards were granted and when the awards vest will normally be delivered in shares. Malus and clawback provisions apply to both the cash and share-based element of awards for a period of two years from the date of payment (cash) or date of release (shares) if there is: • Misstatement of the company’s accounts • An error in calculation performance • Gross misconduct resulting in dismissal • Material failure in risk management • Reputational damage • Material downturn in financial performance • Any other event or events that the committee considers to be both exceptional and sufficiently adverse to the interests of the company The maximum annual bonus is 200% of base salary for the CEO, and 175% for other executive directors. The committee will use its discretion within these limits to consider the maximum bonus opportunity each year, taking account of market development opportunities, specific events and role expansion. Threshold performance results in a payment of 30% of maximum. Dividend or dividend equivalents may be earned on the deferred bonus component. Change from previous policy: Reduction in policy maximum from 200% to 175% of base salary for other executive directors. Long-term incentive plan (LTIP) To incentivise and reward the delivery of the company’s strategic objectives and provide further alignment with shareholders through the use of shares Awards may comprise performance shares (PSP) and/or restricted stock units (RSUs). Individuals are considered each year for an award of shares that normally vest after three years to the extent that any performance conditions are met and in line with the terms of the shareholder- approved plan. PSP awards are made subject to continued employment and the satisfaction of stretching performance conditions normally measured over three years set by the committee before each grant. The committee will have discretion to change the metrics and weighting from year to year. Major shareholders will normally be consulted before any significant changes. Awards of RSUs depend on continued employment and a financial underpin set by the committee before each grant. The LTIP vesting outcome can be reduced, if necessary, to reflect the underlying or general performance of Airtel Africa. A two-year post-vesting holding period also normally applies to LTIP awards that vest (net of tax) after the adoption of this policy. Any dividend equivalents will normally be delivered at the end of the vesting period in shares based on the proportion of the award that vests. Malus and clawback provisions apply to awards made for three years from the date on which the award vest when there has been: • A misstatement of the company’s accounts • An error in calculating performance • Gross misconduct resulting in dismissal • Material failure in risk management • Reputational damage • Material downturn in financial performance • Any other event or events that the committee considers to be both exceptional and sufficiently adverse to the interests of the company The maximum annual grant limit is 300% of base salary (face value of shares at grant) for the CEO and 250% of base salary for other executive directors. No more than 50% of base salary may be granted as RSUs to any one person in a single year. A maximum of 25% of the PSP award is available for threshold performance, rising to 100% of the grant for performance at the stretch level. In accordance with the LTIP plan rules, dividend or dividend equivalents may be earned on vested shares. Change from previous policy: Increase in LTIP award level from 200% of base salary to 300% of base salary for the CEO and to 250% of base salary for other executive directors. New cap on RSU award level of 50% of base salary. GOVERNANCE REPORT ![]() 153 Airtel Africa plc Annual Report and Accounts 2024 153 Airtel Africa plc Annual Report and Accounts 2024 #### Part 2continued Purpose and link to strategy How we assess performance Maximum opportunity One-off award for exceptional strategic initiatives To incentivise, in exceptional circumstances, the achievement of strategic initiatives An award of cash or equity linked to the achievement of an exceptional strategic initiative. Awards would be subject to performance measures linked to the strategic initiative. The performance period would be aligned to the achievement of the strategic initiative, or a specific milestone. Malus and clawback provisions apply to awards made for three years from the date on which the award vest when there has been: • A misstatement of the company’s accounts • An error in calculating performance • Gross misconduct resulting in dismissal • Material failure in risk management • Reputational damage • Material downturn in financial performance • Any other event or events that the committee considers to be both exceptional and sufficiently adverse to the interests of the company. Maximum annual award level of 100% of base salary (face value of equity award at grant, or maximum value of cash award). Where a threshold target is set, the minimum amount payable would normally be 25% of the award. Change from previous policy: New element of remuneration. Share ownership policy To further align the interests of executive directors with those of shareholders In-employment The CEO is expected to build up and retain shares worth 250% of base salary within five years of being appointed to the Board. Other executive directors are expected to build up and retain shares worth 200% of base salary within the same timescale. Post-employment Executive directors are required to retain shares equal in value to the lower of their holding on the date of cessation or 50% of their in-employment requirement for two years. Only shares acquired from LTIP and deferred bonus awards granted after their appointment to the Board will count towards this requirement. Not applicable Discretion in operating the incentive plans To make sure these plans are operated and administered efficiently, the committee has discretion in relation to a number of areas. Consistent with the marketplace, these include (but are not limited to): • Selecting the participants • The timing of grant and/or payment • The size of grants and /or payments (within the limits set out in the policy table) • The extent and timing of vesting based on the assessment of performance • Determining a ‘good leaver’ and, where relevant, the extent of vesting for share-based plans • Treatment in exceptional circumstances such as change of control, when the committee would act in the best interests of our business and its shareholders • Making the adjustments required in certain circumstances (such as right issues, corporate restructuring, variation of capital and special dividends) • The form of settlement of awards in accordance with the discretions set out in the plan rules • The annual review of performance measures, weightings and targets for the discretionary incentive plans from year to year • The interpretation and operation of requirements related to the holding of shares in Airtel Africa The committee has the right to amend or substitute any performance conditions if something occurs that would stop the condition from achieving its original purpose. Any amended condition would not be materially easier to satisfy in the circumstances. Choice of performance measures and approach to target setting Targets for each year’s annual incentive and long-term incentive award are determined by the committee, and, if relevant, any one-off award for exceptional strategic initiatives, taking a range of factors into account. Financial goals include the annual budget, the relevant three-year strategic plan, analysts’ consensus factors, wider economic facts and affordability for the business. Non-financial goals reflect the priorities of our business and responsibilities of the role. The annual bonus is based on performance against a stretching combination of financial and non-financial performance measures aligned with our KPIs and operational goals for the year. As such, they typically include measures of revenue, profitability and cash flow, which reflect our focus on profitable growth, cash generation and satisfying our debt and other capital commitments. Executive directors and members of our senior management team are also assessed on personal objectives, as agreed by our committee at the start of each year. The committee reviews and adapts the objectives each year as appropriate to reflect the priorities for the business in the year ahead. The committee sets a sliding scale of targets for each financial measure to encourage continuous improvement and to stretch performance. The policy gives the committee the authority to select suitable performance metrics aligned to our strategy and shareholder interest. ![]() #### Directors’ Remuneration Reportcontinued 154 Airtel Africa plc Annual Report and Accounts 2024 154 Airtel Africa plc Annual Report and Accounts 2024 #### Part 2continued The performance conditions for the PSP and the underpin for the RSUs are based on measures which are key indicators of our growth, financial health and are aligned with our shareholders’ interests. The committee sets a sliding scale of challenging performance targets for each measure for the PSP – for more on these targets, see page 158. The committee reviews the choice of performance measures and the appropriateness of the performance targets and TSR peer group, when relevant, before each PSP grant. While different performance measures and/or weightings may be applied for awards in different years, the committee will consult with major shareholders before making any significant changes. The performance conditions for any one-off awards for strategic initiatives would be linked to the successful delivery of the strategic initiative and the creation of value for Airtel Africa shareholders. The performance targets would be tailored to the specific strategic objective, but would be set so that: (a) the maximum award would be only payable for achieving a stretching level of performance, and (b) the delivery of a “target” level of performance would result in around 50% of the maximum award becoming payable. Legacy arrangements Airtel Africa has the authority to honour any commitments entered into with current or former directors before this policy is approved or before their appointment to the Board. Details of any such payments will be set out in the remuneration report for the relevant year. Executive directors’ existing service contracts Our executive directors can enter into agreements with a fixed or indefinite term that may be terminated by either party on three months’ written notice. At the committee’s discretion, we may make a payment in lieu of notice – this is calculated relative to base salary and benefits only, paid on a phased basis and subject to mitigation. Entitlement to both annual bonus and LTIP awards will typically lapse on cessation. In good leaver circumstances pro-rata bonuses may be paid and LTIP awards may vest in line with our policy and the plan rules. If a director commits an act of gross misconduct or similar, they may be dismissed without notice and without further payment or compensation, except for sums accrued up to the leaving date. Name of director Date of service contract Unexpired term\* Segun Ogunsanya 1 October 2021 10 years Jaideep Paul 1 June 2021 10 years \*As at date of service contract. Approach to remuneration for the new executive directors The remuneration package for a newly appointed executive director will be set in line with the remuneration policy in force at the time. Variable remuneration will be determined in the same way as for existing executive directors, and is subject to the maximum limits on variable pay referred to in the policy table on page 152. The committee may also buy out any remuneration and contract features that an executive director may be giving up in order to become an executive director of Airtel Africa. Such buyouts would take into account the nature of awards forfeited and would reflect (as far as possible) performance conditions, the value foregone and the time over which they would have vested or been paid. Where shares are used, these awards may be made under the terms of the LTIP or under a separate arrangement as permitted under UK Listing Rules. The committee may agree that certain relocation, legal, tax equalisation and other incidental expenses will be met as appropriate. For an internal appointment, any legacy arrangements related to the previous role will be allowed to pay out as per their original terms unless they are bought out by the company, even if these are in conflict with the policy in place at the time. Service contracts for new executive directors and policy on loss of office Contracts for new executive directors will normally include up to six months’ notice by either party. This table summarises how the main elements of pay will normally be treated. Good leaver Other leavers Dismissal for cause Base salary Payable for unexpired portion of notice period or settled by making a cash payment in lieu Nil Benefits and pension Continues to be provided for unexpired portion of notice period or settled in cash Nil Annual bonus Paid for period worked and subject to the normal performance conditions Paid following the relevant year end in cash Normally lapse Lapse Deferred bonus awards Typically vest on normal timetable without pro-rating for time Normally lapse Lapse Share-based awards Typically vest according to normal schedule subject to performance conditions (if applicable) and usually pro-rated for time Normally lapse Lapse The committee would try to mitigate any payments in lieu of notice by, for example, making payments in instalments that can be reduced or ended if the former director wants to begin alternative employment during the payment period. We will pay as necessary any statutory entitlements or sums to settle or compromise claims in connection with a termination (including, at the discretion of the committee, reimbursement for legal advice and provision of outplacement services). On a change of control of Airtel Africa, outstanding awards will normally vest early to the extent that the performance conditions have been satisfied. Awards would normally be reduced pro-rata to reflect the time between the grant date and the date of the corporate event. If there is a demerger, special dividend or other event the committee thinks may affect the current or future value of shares, they may decide that awards will vest on the same basis as on a change of control. If there is an internal corporate reorganisation, awards will be replaced by equivalent new awards over shares in a new holding company, unless the committee decides that awards should vest on the same basis on a change of control. GOVERNANCE REPORT ![]() 155 Airtel Africa plc Annual Report and Accounts 2024 155 Airtel Africa plc Annual Report and Accounts 2024 #### Part 2continued Remuneration scenarios at different performance levels These charts illustrate the total potential remuneration for the CEO and CFO at three performance levels. Remuneration scenarios ($000) Chief Executive Officer $946 Minimum Target Maximum Fixed pay Max with 50% share price growth for LTI 100% $2,950 32% 19% 35% 14% $4,176 36% 14% 27% 23% $4,936 46% 12% 23% 19% Chief Financial Officer $867 Minimum Target Maximum Max with 50% share price growth for LTI 100% $1,980 44% 24% 32% $2,757 34% 35% 31% $3,229 44% 29% 27% Annual bonus Long-term incentives One-off strategic award 1 Assumptions: Minimum = fixed pay only (salary + benefits) On-target = 50% vesting of maximum bonus, 75% for the one-off strategic award and 55% for PSP awards and 100% for RSUs Maximum = 100% vesting of maximum bonus, one-off strategic award and LTIP awards 2 Salary levels (on which other elements of the package are calculated) are based on those applying on 1 April 2024 and incentive levels are based on the implementation levels for 2024/25. 3. Benefit values exclude the costs of business travel and accommodation. 4. To reflect the impact of a share price increase in Airtel Africa plc shares between award and vesting, the LTIP value in the maximum column has been increased by 50% in the share price growth column. 5. The Outgoing CEO has not been included in the above charts as his departure has been announced and he will not be in role for a full year. A description of the treatment of his remuneration on departure can be found later in this report. Remuneration policy for non-executive directors Element Purpose and link to strategy Operation Maximum opportunity Non- executive Board chair fees To attract and retain high-calibre chairs with the necessary experience and skills. To provide fees that reflect the time commitment and responsibilities of the role. The chair receives an annual fee, plus a fee for chairing the Nominations Committee. We may also pay fees reflecting additional time commitments or time required to travel to Board meetings. The chair may also be provided with a company car as long as he meets the full cost of this benefit out of his fee. The committee reviews chairs’ fee periodically. While there is no maximum fee level, we set fees by reference to market data for companies of similar size and complexity. Other non- executive fees To attract and retain high-calibre non-executive directors with the necessary experience and skills. To provide fees that reflect the time commitment and responsibilities of the role. Non-executive directors are paid a basic fee. We may also pay additional fees to reflect extra responsibilities or time commitments, for example, for Board committee chairs, senior independent directors or designated non-executive directors, or time required to travel to Board meetings. Non-executive directors’ fees are reviewed periodically by the chair and executive directors. While there is no maximum fee level, fees are set by reference to market data for companies of similar size and complexity. We may reimburse the reasonable expenses of directors that relate to their duties for Airtel Africa (including tax if applicable). We may also provide advice and assistance with directors’ tax returns where these are affected by their duties on our behalf. All non-executive directors have letters of appointment for an initial period of three years. In keeping with best practice, non-executive directors are subject to re-election each year at our AGM. The chair’s appointment may be terminated be either party with six months’ notice, and the appointments of the other non-executive directors may be terminated by either party with one month’s notice. Either appointment can also be terminated at any time if the director is removed by resolution at an AGM or pursuant to the Articles. Directors’ letters of appointment are available for inspection during normal business hours at our registered office and also at our yearly AGM. A table setting out the unexpired terms of their contracts is set out below and is updated annually to be accurate at the financial year end of the current reporting year. Director Unexpired term Will renew for 3-year term Sunil Bharti Mittal 7 months 26 days Akhil Gupta 6 months 23 days Shravin Bharti Mittal 6 months 23 days Andy J Green 12 months Awuneba Ajumogobia 12 months John Danilovich 12 months Retires 3 July 2024 Ravi Rajagopal 12 months 29 days Annika Poutiainen 12 months Tsega Gebreyes 6 months 12 days Shareholder context The committee considers the views of shareholders when reviewing the remuneration of executive directors and other senior executives. We consult directly with major shareholders about any material changes to the policy and work with shareholders to understand any concerns. For example, the committee consulted with major shareholders on changes to this policy during the development of this proposed policy. ![]() #### Directors’ Remuneration Reportcontinued 156 Airtel Africa plc Annual Report and Accounts 2024 156 Airtel Africa plc Annual Report and Accounts 2024 #### Part 3 #### Annual report on remuneration This report has been prepared by the committee and approved by our Board. As stipulated by UK regulations, Deloitte LLP have independently audited these items: • Executive directors’ and non-executive directors’ remuneration and associated footnotes on page 160 • The table of share awards granted to executive directors and associated footnotes on pages 164-165 • The statement of directors’ shareholdings and share interests on page 163 2023/24 remuneration of directors (audited) This table sets out the total remuneration for the executive directors for the year ended March 2024. All amounts are in $’000 Base salary Benefits 1 Pension contribution 2 Annual bonus LTIP 3,4 Other 5 Total fixed Total variable Total Segun Ogunsanya 2023/24 $1,001 $435 $100 $1,276 $1,247 $1,885 $1,536 $4,408 $5,944 2022/23 $952 $322 $95 $1,064 – – $1,370 $1,064 $2,434 Jaideep Paul 2023/24 $638 $192 – $776 $674 – $830 $1,451 $2,280 2022/23 $607 $157 – $633 $830 – $764 $1,463 $2,227 Notes 1 Segun Ogunsanya’s benefits included ($’000) of: expatriate housing of $347, car benefit value of $73, and insurance costs of $16. Jaideep Paul’s benefits included ($’000) of: expatriate housing of $89, car of $58, expatriate home leave tickets entitlement of $29 and insurance costs of $16. 2 Only Segun Ogunsanya receives a pension contribution of 10% of his salary – this is in in accordance with his legacy arrangements which reflect statutory requirements for employees in his home location of Nigeria. 3 For Segun Ogunsanya, the 2023/24 figure includes 580,474 PSU awards and 326,786 RSU awards which were granted on 28 June 2021 and will vest in 2024. For Jaideep Paul, the 2023/24 figure includes 308,212 PSU awards and 182,188 RSU awards which were granted on 28 June 2021 and will vest in 2024. The PSU awards were subject to a performance condition and the RSU awards were subject to a performance underpin, both of which had performance periods ending on 31 March 2024. The value of these awards has been estimated using the average price of Airtel Africa shares between 1 January 2024 and 31 March 2024 of GBP1.084 ($1.375). For 2023/24, the total value estimated attributable to share price appreciation is $231,000 for Segun Ogunsanya and $124,900 for Jaideep Paul. 4 The 2022/23 LTIP value for Jaideep Paul has been restated based on the share price of $1.392 on the vesting date of 30 October 2023 when 397,950 PSUs and 198,795 RSUs vested after application of the PSU performance condition and RSU underpin. The value in last year’s report was estimated using an average share price. 5 Relates to the LTIPs vesting as a result of Segun Ogunsanya’s treatment as a good leaver under the plan rules. The committee exercised its discretion to pro-rate awards for time and to test performance at 31 March 2024 based on an assessment of the performance condition in the context of the performance to-date and the outlook for future financial performance. As a result, 1,371,254 shares out of 2,164,266 shares under award are due to vest on 30 June 2024, i.e. 63.4%. The value of these awards has been estimated using the average price of Airtel Africa shares between 1 January 2024 and 31 March 2024 of GBP1.084 ($1.375). Annual bonus Annual bonus targets were set in the first quarter of the financial year and, as set out in the annual statement, were based on the annual operating plan. Financial performance is measured in constant currency as this provides the best measure of underlying performance for a company operating in multiple countries. At the time of setting targets, the Nigerian naira had already started to depreciate significantly. As a result, to ensure that the bonus would operate as an effective incentive throughout the year, the committee fixed the exchange rate for the naira at NGN752 to 1 USD on 30th June 2023, which reflected a devaluation of 63% from the exchange rate of NGN461 to 1 USD on 31 March 2023. Since then, the naira continued to depreciate to NGN1,303 to 1 USD on 31 March 2024. Other exchange rates were fixed at 31 March 2023. #### Part 2continued Broader employee context The committee considers executive remuneration in the context of our wider employee population. Remuneration for executive directors is more weighted towards variable pay than for other employees so that more of their pay is conditional on the successful delivery of business strategy. Our aim is to create a clear link between the value created for shareholders and the remuneration of our executive directors. Airtel engages with employees on a number of issues, including remuneration, in a variety of ways. For example, the designated non-executive director for employee engagement holds regular meetings with employees when he visits sites throughout the year, and Board members when they visit markets during any year hold engagement sessions with the workforce. Through these meetings and engagement, our board members inform employees on executive remuneration and receive feedback. This engagement approach is kept under review as we continually seek to improve the Board’s dialogue with employees. GOVERNANCE REPORT ![]() 157 Airtel Africa plc Annual Report and Accounts 2024 157 Airtel Africa plc Annual Report and Accounts 2024 #### Part 3continued Airtel Africa delivered strong underlying performance during the year, growing its customer base and modernising its 4G network whilst successfully adapting to a turbulent economic period in its main markets. In constant currency, revenue growth was 21.1%, underlying EBITDA growth was 21.3% and operational cash flow growth was 34%, all of which either exceeded or came close to the stretch targets. As a result, the outgoing CEO’s bonus outcome was 95.9% of maximum and the CFO’s bonus outcome was 98.1% of maximum. However, as set out in the annual statement, the committee reviewed the overall performance of the company and exercised discretion to reduce the formulaic bonus outcomes of 85% of maximum for the outgoing CEO and 87% of maximun for the CFO. One third of the bonus for the CEO and the CFO will be deferred into shares for two years. The tables below set out the determination of the bonus outcome before the application of discretion. 2023/24 bonus outcomes (audited) Bonus performance measures Net revenue Underlying EBITDA Operating free cash flow Personal Total Weighted total 35% 35% 10% 20% 100% Outcomes (weighted % of maximum) 35% 34.15% 10% Segun Ogunsanya (weighted % of maximum) 16.8% 95.9% Jaideep Paul (weighted % of maximum) 19% 98.2% Financial objectives Financial performance was assessed against the underlying net revenue, underlying EBITDA and operating free cash flow (OFCF) ranges set for 2023/24. All amounts are in $million Weighting (%) Threshold (30%) Target (50%) Maximum (100%) Actual Net revenue 35% 4,215.2 4,323.3 4,431.4 4,486.5 EBITDA 35% 2,365.5 2,444.5 2,521.8 2,518 OFCF 10% 1,540.5 1,619.5 1,696.8 1,780.7 All targets and achievements are in constant currency as at 31 March 2023 with the exception of the Nigerian niara at 1 USD : 752.19 NGN. Personal objectives Personal objectives for the executive directors during the year are as follows: Weighting (%) Target Performance achieved Outcome (weighted % of maximum) Segun Ogunsanya ESG – Our People 10% Proportion of female employees in senior management Threshold: 20.5% Target: 21.5% Maximum: 22.5% 22% 9% Compliance - internal audit score 10% Threshold: 75 Target: 79 Maximum: 82 80.7 7.8% Jaideep Paul ESG – Our People 10% Proportion of female employees in senior management Threshold: 20.5% Target: 21.5% Maximum: 22.5% 22% 9% Internal audit score for finance 10% Threshold: 80 Target: 83 Maximum: 85 91.1 10% All financial targets and achievements are in constant currency as at 31 March 2023 with the exception of the Nigerian naira at 1 USD : 752.19 NGN Annual bonus awarded The annual bonus outcome according to the targets set at the beginning of the year would have resulted in an annual bonus of $1,439.9k for the CEO and $876.1k for the CFO. Following a review of the performance of the company in light of the impact of the significant currency devaluations in our main market, a discretionary reduction of around 11% was applied to better align the incentive outcome with the shareholder experience, which resulted in the bonus amounts set out below. Name Awarded in cash Awarded in shares Total Segun Ogunsanya 850.7 425.3 1,276.0 Jaideep Paul 517.6 258.8 776.4 ![]() #### Directors’ Remuneration Reportcontinued 158 Airtel Africa plc Annual Report and Accounts 2024 158 Airtel Africa plc Annual Report and Accounts 2024 #### Part 3continued Long-term incentive plan (LTIP) (audited) LTIP awards granted in 2023/24 During the year, Segun Ogunsanya and Jaideep Paul were granted the following LTIP awards on 27 June 2023: Type of award Maximum number of shares Share price used to determine level of award 1 Face value Face value as a % of salary Threshold vesting End of the performance period Segun Ogunsanya 2023 LTIP – PSU 1,065,621 $1.420 $1,513,182 150% 25% 31 March 2026 2023 LTIP – RSU 355,207 $1.420 $504,394 50% 100% 31 March 2026 Jaideep Paul 2023 LTIP – PSU 452,646 $1.420 $642,758 100% 25% 31 March 2026 2023 LTIP – RSU 181,058 $1.420 $257,102 40% 100% 31 March 2026 1 Average closing share price and FX rate for the three dealing days immediately prior to grant . RSUs may not vest unless aggregate operating free cash flow is positive over the three financial years ending the year before the RSUs vest. The performance conditions for the PSUs are based on three performance measures – net revenue growth (40%), underlying EBITDA margin (40%) and relative TSR (20%). Performance is measured over a three-year period, and this combination of measures helps to align the operation of the LTIP with shareholders’ interests and our business strategy. Net revenue growth provides a key indicator of long-term growth achieved in the market. Underlying EBITDA margin is a key indicator of long-term growth in profitability from our operations. Relative TSR measures the total returns to our shareholders providing close alignment with shareholder interests. As set out in the annual statement, both net revenue growth and EBITDA margin are measured on a constant currency basis. Airtel Africa operates only in Africa. We have three main competitors, none of whom disclose targets in their Annual Remuneration Reports. For competitive and commercial reasons, the Board does not believe it would be in the interests of our shareholders to disclose our net revenue and underlying EBITDA LTIP targets. The targets will be disclosed when they’re no longer considered commercially sensitive. This will be no later than the year in which the awards vest. Our targets are based on the 2023/24 three-year plan and will require competitive market-leading growth in net revenue on a constant currency basis at target with more than 5% down and up to threshold and maximum. The underlying EBIT from an already high competitive base will be equally stretching, and both targets will be fully disclosed on vesting. On TSR against the MSCI Emerging Markets Communications Service Index, threshold will vest at the 50th percentile with the maximum at the 75th percentile. Targets applying to the 2023 performance share plan (PSP) awards Metric Weighting Threshold (25%) Target (50%) Maximum (100%) Net revenue (CAGR %) 40% Target minus more than 5% Based on 3-year plan Target plus more than 5% Underlying EBITDA margin 40% Commercially sensitive Based on 3-year plan Commercially sensitive Relative total shareholder return against MSCI Emerging Markets Communications Service Index 20% 50th percentile – 75th percentile Deferred bonus awards As disclosed in last year’s remuneration report, awards were also granted in respect of the deferred bonus with respect to the 2022/23 financial year. Further information on these awards is set out in the table of share awards at the end of this report. Airtel Money One-off Award As disclosed in last year’s remuneration report, the CFO received a one-off award linked to a successful IPO of Airtel Money. An award was not made to the current CEO as discussions had already started regarding his potential retirement at the intended date of grant. An award has been made to the new CEO on 1 April 2024 in anticipation of his appointment. The awards were structured as follows: a) Awards were granted on 1 October 2023 to the CFO and on 1 April 2024 to the new CEO b) Base value of awards was 75% of base salary - $482k for CFO and $570k for the new CEO c) Performance target is to grow the share price of Airtel Money from the amount paid by external shareholders in March 2021 to the date of vesting with i. 75% vesting for a threshold level of growth ii. 100% vesting for a stretch level of growth d) Vesting will occur on an IPO (if achieved within three years of grant) or on a sale of Airtel Money were this to take place prior to the third anniversary of grant e) The awards will be settled in shares in Airtel Money based on the share price at date of vesting f) The awards are subject to clawback and malus g) Shares delivered on vesting of the awards are subject to a one-year post-vesting holding period for the CFO and a two-year post-vesting holding period for the new CEO GOVERNANCE REPORT ![]() 159 Airtel Africa plc Annual Report and Accounts 2024 159 Airtel Africa plc Annual Report and Accounts 2024 #### Part 3continued h) The awards were made under a plan adopted by Airtel Money rather than under the Airtel Africa LTIP as original envisaged however the terms are exactly the same as they would have been had they been granted under the Airtel Africa LTIP. The details of the performance targets, in particular the underlying share price of Airtel Money at date of grant and the growth targets set are considered to be commercially sensitive and will be disclosed following vesting (or if the awards fail to vest). Share awards vesting in relation to 2023/24 On 28 June 2021, the outgoing CEO and CFO were granted a RSU award of 326,786 and 182,188 shares, respectively, subject to an Operating Free Cash Flow performance underpin, and a PSP award over 735,268 and 390,402 shares, respectively, subject to performance measured to the end of 31 March 2024 against the following conditions: All amounts are in US$million Metric Weighting by tranche Below threshold (0%) Threshold (25%) Target (50%) Maximum (100%) Actual % achievement (of maximum) 2021 LTIP awards – PSP-financial Net revenue CAGR 40% <17.4% 17.4% 19.4% 21.4% 21.5% 100% Increase in Underlying EBITDA Margin 40% <3.2% 3.2% 3.58% 3.93% 3.54% 47.4% 2021 LTIP awards – PSP-TSR Relative TSR 20% 2 years | Total | | Interest bearing borrowings 1 | 2,419 | 457 | 939 | 217 | 476 | 656 | 2,745 | | Lease liabilities 2 | 2,089 | – | 267 | 294 | 398 | 2,184 | 3,143 | | Mobile money wallet balance | 722 | 722 | – | – | – | – | 722 | | Put option liability | 552 | – | – | – | 559 | – | 559 | | Trade payables | 422 | – | 422 | – | – | – | 422 | | Other financial liabilities | 539 | – | 374 | 20 | 23 | 196 | 613 | | Gross settled derivatives | | | | | | | | | – Outflow | 172 | – | 273 | 115 | 26 | – | 414 | | – Inflow | – | – | (183) | (40) | (9) | – | (232) | | | 6,915 | 1,179 | 2,092 | 606 | 1,473 | 3,036 | 8,386 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | As of 31 March 2023 | | | | | | Carrying | | Less than | 6 to | | | | | | amount | On Demand | 6 months | 12 months | 1 to 2 years | > 2 years | Total | | Interest bearing borrowings 1 | 2,204 | 361 | 536 | 152 | 880 | 496 | 2,425 | | Lease liabilities 2 | 2,047 | – | 306 | 266 | 545 | 1,418 | 2,535 | | Mobile money wallet balance | 582 | 582 | – | – | – | – | 582 | | Put option liability | 569 | – | – | – | – | 584 | 584 | | Trade payables | 460 | – | 460 | – | – | – | 460 | | Other financial liabilities | 654 | – | 483 | 34 | 25 | 190 | 732 | | Gross settled derivatives | | | | | | | | | – Outflow | 43 | – | 256 | 51 | 219 | 25 | 551 | | – Inflow | – | – | (246) | (45) | (208) | (25) | (524) | | | 6,559 | 943 | 1,795 | 458 | 1,461 | 2,688 | 7,345 | 1 Includes contractual interest payment based on interest rate prevailing at the end of the reporting period after adjustment for the impact of interest rate swaps, over the tenor of the borrowings. 2 Maturity analysis is based on undiscounted lease payments. ![]() #### Notes to consolidated financial statementscontinued FINANCIAL STATEMENTS Airtel Africa plc Annual Report and Accounts 2024 228 (All amounts are in US$ millions unless stated otherwise) 31. Financial risk management continued Reconciliation of liabilities whose cash flow movements are disclosed as part of financing activities in the statement of cash flows: | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | Non-cash movements | | | | | | | | | | Interest | Foreign | Dividend | | | Foreign | | | | | | | | and other | exchange | declared | | | currency | | | | | Statement of cash flow | 1 April | Cash | finance | loss/ | during | | Fair value | translation | | 31 March | | | line items | 2023 | flow | charges | (gain) | the year | Additions | changes | reserve | Others | 2024 | | Borrowings 1 | Proceeds/repayment | | | | | | | | | | | | | of borrowings | 1,817 | 163 | – | – | – | – | (4) | (58) | (2) | 1,916 | | Lease liability | Repayment of lease | | | | | | | | | | | | | liability | 2,047 | (498) | 195 | – | – | 884 | – | (539) | – | 2,089 | | Derivative | Outflow on maturity of | | | | | | | | | | | | liabilities net | derivatives (net) | 35 | 7 | – | – | – | – | 213 | (93) | 5 | 167 | | Interest accrued | Interest and other finance | | | | | | | | | | | | but not due | charges paid | 26 | (265) | 277 | – | – | – | – | 8 | – | 46 | | Dividend | Dividend paid to owners | | | | | | | | | | | | payable | of equity and non | | | | | | | | | | | | | controlling interests | 13 | (271) | – | – | 277 | – | – | (0) | – | 19 | | Deferred | Payment of deferred | | | | | | | | | | | | payment | spectrum liability | | | | | | | | | | | | liability 2 | | 182 | (42) | 10 | – | – | 19 | – | (1) | (1) | 167 | | Other financial | Purchase of shares under | | | | | | | | | | | | liability | buy-back programme | – | (9) | – | – | – | 50 | – | – | – | 41 | 1 Does not include overdraft. 2 Includes $17m and $25m presented under cash flow from investing activities and financing activities, respectively. | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | Non-cash movements | | | | | | | | | | Interest | | Dividend | | | Foreign | | | | | | | | and other | Foreign | declared | | | currency | | | | | Statement of cash flow | 1 April | Cash | finance | exchange | during | | Fair value | translation | | 31 March | | | line items | 2022 | flow | charges loss/(gain) | | the year | Additions | changes | reserve | Others | 2023 | | Borrowings 1 | Proceeds/repayment | | | | | | | | | | | | | of borrowings | 1,968 | (112) | – | – | – | – | (11) | (27) | (1) | 1,817 | | Lease liability | Repayment of lease | | | | | | | | | | | | | liability | 1,660 | (473) | 194 | – | – | 776 | – | (110) | – | 2,047 | | Derivative | Outflow on maturity of | | | | | | | | | | | | liabilities net | derivatives (net) | 3 | (49) | – | – | – | – | 79 | 2 | – | 35 | | Interest accrued | Interest and other finance | | | | | | | | | | | | but not due | charges paid | 29 | (213) | 210 | – | – | – | – | 0 | – | 26 | | Dividend | Dividend paid to owners | | | | | | | | | | | | payable | of equity and non- | | | | | | | | | | | | | controlling interests | 37 | (271) | – | – | 247 | – | – | 0 | – | 13 | | Deferred | Payment of deferred | | | | | | | | | | | | payment | spectrum liability | | | | | | | | | | | | liability 2 | | 93 | (39) | 10 | – | – | 119 | – | (3) | 0 | 182 | 1 Does not include overdraft. 2 Includes $11m and $28m presented under cash flows from investing activities and financing activities, respectively. ![]() Airtel Africa plc Annual Report and Accounts 2024 229 31. Financial risk management continued • Capital management Capital includes equity attributable to the equity holders of the company. The primary objective of the Group’s capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended 31 March 2024 and 31 March 2023. On 1 March 2024 Airtel Africa announced the commencement of its share buy-back reflecting the significant progress made in recent years to reduce leverage and strengthen the company’s balance sheet. In light of the cash accretion at the holding company level, the current leverage and the consistent strong operating cash generation, the company is well positioned to undertake this share buy-back to enhance shareholder returns which is consistent with its existing capital allocation policy. The Group monitors capital using a leverage ratio, which is net debt divided by Underlying EBITDA. Net debt is calculated as total of borrowings and lease liabilities less cash and cash equivalents, term deposits with banks, processing costs related to borrowings and fair value hedge adjustments. Also refer to alternative performance measures on pages 244 to 249. | | | | | --- | --- | --- | | | For the year ended | | | | 31 March 2024 | 31 March 2023 | | Long-term borrowings | 947 | 1,233 | | Short-term borrowings | 1,426 | 945 | | Lease Liabilities | 2,089 | 2,047 | | Adjusted for: | | | | Cash and cash equivalents | (620) | (586) | | Term deposits with bank | (344) | (117) | | Processing costs related to borrowings | 8 | 7 | | Fair value hedge adjustment (refer to note 31) | (1) | (5) | | Net debt | 3,505 | 3,524 | | Underlying EBITDA | 2,428 | 2,575 | | Underlying EBITDA | 2,428 | 2,575 | | Leverage ratio | 1.4 | 1.4 | The Group defines net debt as borrowings, including lease liabilities less cash and cash equivalents, term deposits with banks, processing costs related to borrowings and fair value hedge adjustments. The Group defines leverage ratio as net debt divided by underlying EBITDA for the preceding 12 months. ![]() #### Notes to consolidated financial statementscontinued FINANCIAL STATEMENTS Airtel Africa plc Annual Report and Accounts 2024 230 (All amounts are in US$ millions unless stated otherwise) 32. Fair value of financial assets and liabilities The category wise details as to the carrying value, fair value and the level of fair value measurement hierarchy of the Group’s financial instruments are as follows: | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Carrying value as of | | Fair value as of | | | | | 31 March 2024 | 31 March 2023 | 31 March 2024 | 31 March 2023 | | Financial assets | | | | | | | FVTPL | | | | | | | Derivatives | | | | | | | – Forward and option contracts | Level 2 | 10 | 4 | 10 | 4 | | – Currency swaps and interest rate swaps | Level 2 | 0 | 9 | 0 | 9 | | Other bank balances | Level 2 | 0 | 4 | 0 | 4 | | Investments | Level 2 | 0 | 0 | 0 | 0 | | Amortised cost | | | | | | | Trade receivables | | 184 | 145 | 184 | 145 | | Cash and cash equivalents | | 620 | 586 | 620 | 586 | | Other bank balances | | 353 | 127 | 353 | 127 | | Balance held under mobile money trust | | 737 | 616 | 737 | 616 | | Other financial assets | | 136 | 176 | 136 | 176 | | | | 2,040 | 1,667 | 2,040 | 1,667 | | Financial liabilities | | | | | | | FVTPL | | | | | | | Derivatives | | | | | | | – Forward and option contracts | Level 2 | 22 | 5 | 22 | 5 | | – Interest rate swaps | Level 2 | 0 | 0 | 0 | 0 | | – Cross currency swaps | Level 3 | 155 | 43 | 155 | 43 | | – Embedded derivatives | Level 2 | 0 | 0 | 0 | 0 | | Amortised cost | | | | | | | Long-term borrowings- fixed rate | Level 1 | – | 554 | – | 540 | | Long-term borrowings- fixed rate | Level 2 | 271 | 227 | 257 | 210 | | Long-term borrowings- floating rate | | 676 | 452 | 676 | 452 | | Short-term borrowings- fixed rate | Level 1 | 550 | – | 549 | – | | Short-term borrowings | | 876 | 945 | 876 | 945 | | Put option liability | Level 3 | 552 | 569 | 552 | 569 | | Trade payables | | 422 | 460 | 422 | 460 | | Mobile money wallet balance | | 722 | 582 | 722 | 582 | | Other financial liabilities | | 586 | 680 | 586 | 680 | | | | 4,832 | 4,517 | 4,817 | 4,486 | ![]() Airtel Africa plc Annual Report and Accounts 2024 231 32. Fair value of financial assets and liabilities continued The following methods/assumptions were used to estimate the fair values: • The carrying value of bank deposits, trade receivables, trade payables, balance held under mobile money trust, mobile money wallet balance, short-term borrowings, other current financial assets and liabilities approximate their fair value mainly due to the short-term maturities of these instruments. • Fair value of quoted financial instruments is based on quoted market price at the reporting date. • The fair value of non-current financial assets, long-term borrowings and other financial liabilities is estimated by discounting future cash flows using current rates applicable to instruments with similar terms, currency, credit risk and remaining maturities. • The fair values of derivatives are estimated by using pricing models, wherein the inputs to those models are based on readily observable market parameters. The valuation models used by the Group reflect the contractual terms of the derivatives (including the period to maturity), and market-based parameters such as interest rates, foreign exchange rates, volatility, etc. These models do not contain a high level of subjectivity as the valuation techniques used do not require significant judgement and inputs thereto are readily observable. For details pertaining to valuation of cross currency swaps, refer to level 3 details below. • The fair value of the put option liability to buy-back the stake held by non-controlling interest in AMC BV is measured at the present value of the redemption amount (i.e., expected cash outflows). Since, the liability will be based on fair value of the equity shares of AMC BV (subject to a cap) at the end of 48 months, the expected cash flows are estimated by determining the projected equity valuation of the AMC BV at the end of 48 months expiring in August 2025 and applying a cap thereon. During the year ended 31 March 2024 and year ended 31 March 2023 there were no transfers between Level 1 and Level 2 fair value measurements, and no transfer into or out of Level 3 fair value measurements. The following table describes the key inputs used in the valuation (basis discounted cash flow technique) of the Level 2 financial assets/liabilities as of 31 March 2024 and 31 March 2023: | | | | --- | --- | | Financial assets/liabilities | Inputs used | | – Currency swaps, forward and option contracts, and other bank balances | Forward foreign currency exchange rates, interest rates | | – Interest rate swaps | Prevailing/forward interest rates in market, interest rates | | – Embedded derivatives | Prevailing interest rates in market, inflation rates | | – Other financial assets/fixed rate borrowings/other financial liabilities | Prevailing interest rates in market, future payouts, interest rates | Key inputs for level 3 The fair value of cross currency swap (CCS) has been estimated based on the contractual terms of the CCS and parameters such as interest rates, foreign exchange rates etc. Since the data from any observable markets in respect of interest rates is not available, the interest rates are considered to be significant unobservable inputs to the valuation of this CCS. Reconciliation of fair value measurements categorised within level 3 of the fair value hierarchy – financial assets/ (liabilities) (net) • Cross currency swaps (CCS) | | | | | --- | --- | --- | | | For the year ended | | | | 31 March 2024 | 31 March 2023 | | Opening balance | (43) | (6) | | Recognised in finance costs in profit and loss (unrealised) | (284) | (65) | | Repayment of Interest | 9 | 4 | | Cross currency swap repayment | 23 | 22 | | Foreign currency translation impact recognised in OCI | 140 | 2 | | Closing balance | (155) | (43) | • Put option liability | | | | | --- | --- | --- | | | For the year ended | | | | 31 March 2024 | 31 March 2023 | | Opening balance | (569) | (579) | | Liability de-recognised by crediting transaction with NCI reserve 1 | 24 | 16 | | Recognised in finance costs in profit and loss (unrealised) | (7) | (6) | | Closing balance | (552) | (569) | 1 Put option liability was reduced by $24m (March 2023: $16m) for dividend distribution to put option NCI holders. Any dividend paid to put option NCI holders is adjustable against the put option liability based on put option arrangements. ![]() #### Notes to consolidated financial statementscontinued FINANCIAL STATEMENTS Airtel Africa plc Annual Report and Accounts 2024 232 (All amounts are in US$ millions unless stated otherwise) 33. Companies in the Group, associate and joint venture Information of Group’s directly and indirectly held subsidiaries, associate and joint venture are as follows: Details of subsidiaries: | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Proportion of ownership | | | | | | | | interest 1 | | | | | | | | % As of | | | | | Principal place of business and registered | | | 31 March | 31 March | | S.no | Name of subsidiary | office address | Principal activities | Holding | 2024 | 2023 | | 1 | Airtel Mobile | LR 209/11880, 4th Floor, Parkside | | | | | | | Commerce Services | Towers, Mombasa Road, P.O. Box | | | | | | | Limited | 962-00100, Nairobi, Kenya | Support services | Ordinary | 77.89 | 74.23 | | 2 | Airtel (Seychelles) | Airtel House, Josephine Cafrine Road, | | | | | | | Limited | Perseverance, P.O. Box 1358, Victoria, | | | | | | | | Mahe, Seychelles | Telecommunication services | Ordinary | 100 | 100 | | 3 | Airtel Congo RDC | 3ème étage, 130 b, Avenue Kwango, | | | | | | | S.A. | Gombe, B.P. 1201, Kinshasa 1, | | | | | | | | République Démocratique du Congo | Telecommunication services | Ordinary | 98.50 | 98.50 | | 4 | Airtel Congo S.A. | 2ème Etage de L’Immeuble SCI Monte | | | | | | | | Cristo, Rond-Point de la Gare, Croisement | | | | | | | | de l’Avenue Orsy et de Boulevard Denis | | | | | | | | Sassou Nguesso, Centre Ville, B.P. 1038, | | | | | | | | Brazzaville, Congo | Telecommunication services | Ordinary | 90 | 90 | | 5 | Airtel Gabon S.A. | Immeuble Libreville, Business Square, | | | | | | | | Rue Pecqueur, Centre-Ville, B.P. 9259 | | | | | | | | Libreville, Gabon | Telecommunication services | Ordinary | 100 | 100 | | 6 | Airtel International | Plot No. 5, Sector 34, Gurugram, Haryana | | | | | | | LLP 4 | – 122001, India | Support services | Ordinary | 100 | 100 | | 7 | Airtel Madagascar | Immeuble S, lot II J 1 AA, Morarano | | | | | | | S.A. | Alarobia – 101 Antananarivo – | | | | | | | | Madagascar | Telecommunication services | Ordinary | 100 | 100 | | 8 | Airtel Malawi Public | Airtel Complex, Off Convention Drive, | | | | | | | Limited Company | City Centre, P.O. Box 57, Lilongwe, Malawi | Telecommunication services | Ordinary | 80 | 80 | | 9 | Airtel Mobile | LR 209/11880, 7th Floor, Parkside | | | | | | | Commerce (Kenya) | Towers, Mombasa Road, P.O. Box | | | | | | | Limited | 73146-00200, Nairobi, Kenya | Mobile commerce services | Ordinary | 77.89 | 74.23 | | 10 | Airtel Mobile | Remera, Gasabo, Umujyi wa Kigali, | | | | | | | Commerce Rwanda | Rwanda | | | | | | | Ltd | | Mobile commerce services | Ordinary | 77.89 | 74.23 | | 11 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce | Amsterdam, The Netherlands | | | | | | | (Seychelles) B.V. | | Investment company | Ordinary | 77.89 | 74.23 | | 12 | Airtel Mobile | Airtel House, Josephine Cafrine Road, | | | | | | | Commerce | Perseverance, P.O. Box 1358, Victoria, | | | | | | | (Seychelles) Limited | Mahe, Seychelles | Mobile commerce services | Ordinary | 77.89 | 74.23 | | 13 | Airtel Mobile | Airtel House, Block 41, Corner of Ali | | | | | | | Commerce | Hassan Mwinyi Road and Kawawa Road, | | | | | | | (Tanzania) Limited | Kinondoni District P.o.Box 9623, Dar es | | | | | | | | Salaam, Tanzania | Mobile commerce services | Ordinary | 77.89 | 74.23 | | 14 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 77.89 | 74.23 | | 15 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce Congo | Amsterdam, The Netherlands | | | | | | | B.V. | | Investment company | Ordinary | 77.89 | 74.23 | | 16 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce Holdings | Amsterdam, The Netherlands | | | | | | | B.V. | | Investment company | Ordinary | 77.89 | 74.23 | | 17 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce Kenya | Amsterdam, The Netherlands | | | | | | | B.V. | | Investment company | Ordinary | 77.89 | 74.23 | | 18 | Airtel Mobile | Airtel Complex, Off Convention Drive, | | | | | | | Commerce Limited | City Centre, P.O. Box 57, Lilongwe, Malawi | Mobile commerce services | Ordinary | 77.89 | 74.23 | ![]() Airtel Africa plc Annual Report and Accounts 2024 233 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Proportion of ownership | | | | | | | | interest 1 | | | | | | | | % As of | | | | | Principal place of business and registered | | | 31 March | 31 March | | S.no | Name of subsidiary | office address | Principal activities | Holding | 2024 | 2023 | | 19 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce | Amsterdam, The Netherlands | | | | | | | Madagascar B.V. | | Investment company | Ordinary | 77.89 | 74.23 | | 20 | Airtel Mobile | Immeuble S, lot II J 1 AA, Morarano | | | | | | | Commerce | Alarobia – 101 Antananarivo – | | | | | | | Madagascar S.A. | Madagascar | Mobile commerce services | Ordinary | 77.89 | 74.23 | | 21 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce Malawi | Amsterdam, The Netherlands | | | | | | | B.V. | | Investment company | Ordinary | 77.89 | 74.23 | | 22 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce Nigeria | Amsterdam, The Netherlands | | | | | | | B.V. | | Investment company | Ordinary | 77.89 | 74.23 | | 23 | Airtel Mobile | Plot L2, 401 Close, Banana Island, Ikoyi, | | | | | | | Commerce Nigeria | Lagos, Nigeria | | | | | | | Limited | | Mobile commerce services | Ordinary | 99.96 | 99.96 | | 24 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce Rwanda | Amsterdam, The Netherlands | | | | | | | B.V. | | Investment company | Ordinary | 77.89 | 74.23 | | 25 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce Tchad | Amsterdam, The Netherlands | | | | | | | B.V. | | Investment company | Ordinary | 77.89 | 74.23 | | 26 | Airtel Mobile | Avenue Charles de Gaulle, Immeuble | | | | | | | Commerce Tchad | Pierre Brock, B.P. 5665, N’Djaména, | | | | | | | S.A. | Tchad | Mobile commerce services | Ordinary | 77.89 | 74.23 | | 27 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce Uganda | Amsterdam, The Netherlands | | | | | | | B.V. | | Investment company | Ordinary | 77.89 | 74.23 | | 28 | Airtel Mobile | Airtel Towers, Plot 16-A, Clement Hill | | | | | | | Commerce Uganda | Road, Nakasero, P.O. Box 6771, Kampala, | | | | | | | Limited | Uganda | Mobile commerce services | Ordinary | 77.89 | 74.23 | | 29 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce Zambia | Amsterdam, The Netherlands | | | | | | | B.V. | | Investment company | Ordinary | 77.89 | 74.23 | | 30 | Airtel Mobile | Airtel House, Stand 2375, Addis Ababa | | | | | | | Commerce Zambia | Drive, Lusaka, Zambia | | | | | | | Limited | | Mobile commerce services | Ordinary | 77.89 | 74.23 | | 31 | Airtel Money RDC | 6ième étage, 130 b, Avenue Kwango, | | | | | | | S.A. | Gombe, B.P. 1201, Kinshasa 1, | | | | | | | | République Démocratique du Congo | Mobile commerce services | Ordinary | 77.89 | 74.23 | | 32 | Airtel Money Niger | 2054 Route de l’Aéroport, B.P. 11 922, | | | | | | | S.A. | Niamey, Niger | Mobile commerce services | Ordinary | 70.10 | 66.81 | | 33 | Airtel Money S.A. | Immeuble Odyssée, Boulevard de la | | | | | | | | Nation, B.P. 23 899, Libreville, Gabon | Mobile commerce services | Ordinary | 77.89 | 74.23 | | 34 | Airtel Money | Airtel House, Block 41, Corner of Ali | | | | | | | Tanzania Limited | Hassan Mwinyi Road and Kawawa Road, | | | | | | | | Kinondoni District, P.O. Box 9623, Dar es | | | | | | | | Salaam,Tanzania | Mobile commerce services | Ordinary | 39.75 | 51 | | 35 | Airtel Money Transfer | LR 209/11880, 7th Floor, Parkside | | | | | | | Limited | Towers, Mombasa Road, P.O. Box | | | | | | | | 73146-00200, Nairobi, Kenya | Mobile commerce services | Ordinary | 78 | 100 | | 36 | Airtel Networks | LR 209/11880, 7th Floor, Parkside | | | | | | | Kenya Limited | Towers, Mombasa Road, P.O. Box | | | | | | | | 73146-00200, Nairobi, Kenya | Telecommunication services | Ordinary | 100 | 100 | | 37 | Airtel Networks | Plot L2, 401 Close, Banana Island, Ikoyi, | | | | | | | Limited | Lagos, Nigeria | Telecommunication services | Ordinary | 99.96 | 99.96 | 33. Companies in the Group, associate and joint venture continued ![]() #### Notes to consolidated financial statementscontinued FINANCIAL STATEMENTS Airtel Africa plc Annual Report and Accounts 2024 234 (All amounts are in US$ millions unless stated otherwise) | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Proportion of ownership | | | | | | | | interest 1 | | | | | | | | % As of | | | | | Principal place of business and registered | | | 31 March | 31 March | | S.no | Name of subsidiary | office address | Principal activities | Holding | 2024 | 2023 | | 38 | Airtel Networks | Airtel House, Stand 2375, Addis Ababa | | | | | | | Zambia plc | Drive, Lusaka, Zambia | Telecommunication services | Ordinary | 96.08 | 96.36 | | 39 | Airtel Rwanda | Remera, Gasabo, Umujyi wa Kigali, | | | | | | | Limited | Rwanda | Telecommunication services | Ordinary | 100 | 100 | | 40 | Airtel Tanzania Public | Airtel House, Block 41, Corner of Ali | | | | | | | Limited Company | Hassan Mwinyi Road and Kawawa Road, | | | | | | | | Kinondoni District, P.O. Box 9623, Dar es | | | | | | | | Salaam, Tanzania | Telecommunication services | Ordinary | 51 | 51 | | 41 | Airtel Tchad S.A. | Rue du Commandant Galyam Négal, | | | | | | | | Immeuble du Cinéma Etoile, B.P. 5665, | | | | | | | | N’Djaména, Tchad | Telecommunication services | Ordinary | 100 | 100 | | 42 | Airtel Uganda Limited | Airtel Towers, Plot 16 –A, Clement Hill | | | | | | | | Road, Nakasero, P.O. Box 6771, Kampala, | | | | | | | | Uganda | Telecommunication services | Ordinary | 89 | 100 | | 43 | Bharti Airtel Africa | Overschiestraat 65, 1062 XD | | | | | | | B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 100 | 100 | | 44 | Bharti Airtel Chad | Overschiestraat 65, 1062 XD | | | | | | | Holdings B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 100 | 100 | | 45 | Bharti Airtel Congo | Overschiestraat 65, 1062 XD | | | | | | | Holdings B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 100 | 100 | | 46 | Bharti Airtel | Stand No. 2375, Corner of Great East/ | | | | | | | Developers Forum | Addis Ababa Road, Lusaka, Zambia | | | | | | | Limited | | Investment company | Ordinary | 96.08 | 96.36 | | 47 | Bharti Airtel Gabon | Overschiestraat 65, 1062 XD | | | | | | | Holdings B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 100 | 100 | | 48 | Bharti Airtel | Overschiestraat 65, 1062 XD | | | | | | | International | Amsterdam, The Netherlands | | | | | | | (Netherlands) B.V. 4 | | Investment company | Ordinary | 100 | 100 | | 49 | Bharti Airtel Kenya | Overschiestraat 65, 1062 XD | | | | | | | B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 100 | 100 | | 50 | Bharti Airtel Kenya | Overschiestraat 65, 1062 XD | | | | | | | Holdings B.V. 5 | Amsterdam, The Netherlands | Investment company | Ordinary | – | 100 | | 51 | Bharti Airtel | Overschiestraat 65, 1062 XD | | | | | | | Madagascar | Amsterdam, The Netherlands | | | | | | | Holdings B.V. | | Investment company | Ordinary | 100 | 100 | | 52 | Bharti Airtel Malawi | Overschiestraat 65, 1062 XD | | | | | | | Holdings B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 100 | 100 | | 53 | Bharti Airtel Mali | Overschiestraat 65, 1062 XD | | | | | | | Holdings B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 100 | 100 | | 54 | Bharti Airtel Niger | Overschiestraat 65, 1062 XD | | | | | | | Holdings B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 100 | 100 | | 55 | Bharti Airtel Nigeria | Overschiestraat 65, 1062 XD | | | | | | | B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 100 | 100 | | 56 | Bharti Airtel Nigeria | Overschiestraat 65, 1062 XD | | | | | | | Holdings II B.V. 5 | Amsterdam, The Netherlands | Investment company | Ordinary | – | 100 | | 57 | Bharti Airtel RDC | Overschiestraat 65, 1062 XD | | | | | | | Holdings B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 100 | 100 | | 58 | Bharti Airtel Rwanda | C/o Ocorian Corporate Services | | | | | | | Holdings Limited | (Mauritius) Limited, 6th Floor, Tower A, | | | | | | | | 1 Cybercity, Ebene, 72201, Republic of | | | | | | | | Mauritius | Investment company | Ordinary | 100 | 100 | | 59 | Bharti Airtel Services | Overschiestraat 65, 1062 XD | | | | | | | B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 100 | 100 | | 60 | Bharti Airtel Tanzania | Overschiestraat 65, 1062 XD | | | | | | | B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 100 | 100 | 33. Companies in the Group, associate and joint venture continued ![]() Airtel Africa plc Annual Report and Accounts 2024 235 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Proportion of ownership | | | | | | | | interest 1 | | | | | | | | % As of | | | | | Principal place of business and registered | | | 31 March | 31 March | | S.no | Name of subsidiary | office address | Principal activities | Holding | 2024 | 2023 | | 61 | Bharti Airtel Uganda | Overschiestraat 65, 1062 XD | | | | | | | Holdings B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 100 | 100 | | 62 | Bharti Airtel Zambia | Overschiestraat 65, 1062 XD | | | | | | | Holdings B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 100 | 100 | | 63 | Celtel (Mauritius) | C/o Ocorian Corporate Services | | | | | | | Holdings Limited | (Mauritius) Limited, 6th Floor, Tower A, | | | | | | | | 1 Cybercity, Ebene, 72201, Republic of | | | | | | | | Mauritius | Investment company | Ordinary | 100 | 100 | | 64 | Celtel Niger S.A. | 2054 Route de l’Aéroport, B.P. 11 922, | | | | | | | | Niamey, Niger | Telecommunication services | Ordinary | 90 | 90 | | 65 | Channel Sea | C/o Ocorian Corporate Services | | | | | | | Management | (Mauritius) Limited, 6th Floor, Tower A, | | | | | | | Company (Mauritius) | 1 Cybercity, Ebene, 72201 Republic of | | | | | | | Limited 3 | Mauritius | Investment company | Ordinary | 100 | 100 | | 66 | Congo RDC Towers | 6ème étage, 130 b, Avenue Kwango, | | | | | | | S.A. | Gombe, B.P. 1201, Kinshasa 1, | | | | | | | | République Démocratique du Congo | Infrastructure sharing services Ordinary | | 100 | 100 | | 67 | Gabon Towers S.A. 2 | 124 Avenue Bouët, B.P. 9259, Libreville, | | | | | | | | Gabon | Infrastructure sharing services Ordinary | | 100 | 100 | | 68 | Indian Ocean | 28 Esplanade, St. Helier, Jersey JE2 3QA, | | | | | | | Telecom Limited | Channel Islands | Investment company | Ordinary | 100 | 100 | | 69 | Mobile Commerce | 3ème Etage de L’Immeuble SCI Monte | | | | | | | Congo S.A. | Cristo, Rond-Point de la Gare, Croisement | | | | | | | | de l’Avenue Orsy et de Boulevard Denis | | | | | | | | Sassou Nguesso, Centre – Ville, B.P. | | | | | | | | 1038, Brazzaville, Congo | Mobile commerce services | Ordinary | 70.10 | 74.23 | | 70 | Montana | C/o Ocorian Corporate Services | | | | | | | International 3 | (Mauritius) Limited, 6th Floor, Tower A, | | | | | | | | 1 Cybercity, Ebene, 72201, Republic of | | | | | | | | Mauritius | Investment company | Ordinary | 100 | 100 | | 71 | Partnership | 130 b, Avenue Kwango, Gombe, B.P. | | | | | | | Investments Sarlu | 1201, Kinshasa 1, République | | | | | | | | Démocratique du Congo | Investment company | Ordinary | 100 | 100 | | 72 | Société Malgache de | C/o Ocorian Corporate Services | | | | | | | Téléphone Cellulaire | (Mauritius) Limited, 6th Floor, Tower A, | | | | | | | S.A.(5) | 1 Cybercity, Ebene, 72201, Republic of | | | | | | | | Mauritius | Investment company | Ordinary | – | 100 | | 73 | Airtel Africa Services | First Floor, 53/54 Grosvenor Street, | | | | | | | (UK) Limited 4 | London W1K 3HU, United Kingdom | Support services | Ordinary | 100 | 100 | | 74 | Airtel Digital Services | Overschiestraat 65, 1062 XD | | | | | | | Holdings B.V. 5 | Amsterdam, The Netherlands | Investment company | Ordinary | – | 100 | | 75 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce DRC B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 77.89 | 74.23 | | 76 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce Gabon | Amsterdam, The Netherlands | | | | | | | B.V. | | Investment company | Ordinary | 77.89 | 74.23 | | 77 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce Niger B.V. | Amsterdam, The Netherlands | Investment company | Ordinary | 77.89 | 74.23 | | 78 | Airtel Money Kenya | LR 209/11880, 7th Floor, Parkside | | | | | | | Limited | Towers, Mombasa Road, P.O. Box | | | | | | | | 73146-00200, Nairobi, Kenya | Mobile commerce services | Ordinary | 77.89 | 74.23 | | 79 | Smartcash Payment | Plot L2, 401 Close, Banana Island, Ikoyi, | | | | | | | Service Bank Limited | Lagos, Nigeria | Mobile commerce services | Ordinary | 99.96 | 99.96 | | 80 | Airtel Africa Telesonic | First Floor, 53/54 Grosvenor Street, | | | | | | | Holdings Limited 4 | London W1K 3HU, United Kingdom | Investment company | Ordinary | 100 | 100 | 33. Companies in the Group, associate and joint venture continued ![]() #### Notes to consolidated financial statementscontinued FINANCIAL STATEMENTS Airtel Africa plc Annual Report and Accounts 2024 236 (All amounts are in US$ millions unless stated otherwise) | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Proportion of ownership | | | | | | | | interest 1 | | | | | | | | % As of | | | | | Principal place of business and registered | | | 31 March | 31 March | | S.no | Name of subsidiary | office address | Principal activities | Holding | 2024 | 2023 | | 81 | Airtel Money Trust | Airtel Towers, Plot 16-A, Clement Hill | | | | | | | Fund | Road, Nakasero, P.O. Box 6771, Kampala, | | | | | | | | Uganda | Mobile commerce services | Ordinary | 77.89 | 74.23 | | 82 | Airtel Africa Telesonic | First Floor, 53/54 Grosvenor Street, | | | | | | | Limited | London W1K 3HU, United Kingdom | Telecommunication services | Ordinary | 100 | 100 | | 83 | The Registered | Airtel House, Block 41, Corner of Ali | | | | | | | Trustees of Airtel | Hassan Mwinyi Road and Kawawa Road, | | | | | | | Money Trust Fund | Kinondoni District, P.O. Box 9623, Dar es | | | | | | | | Salaam, Tanzania | Mobile commerce services | Ordinary | 39.75 | 51 | | 84 | Airtel Mobile | Overschiestraat 65, 1062 XD | | | | | | | Commerce Tanzania | Amsterdam, The Netherlands | | | | | | | B.V. | | Investment company | Ordinary | 77.89 | 74.23 | | 85 | Airtel Congo | First Floor, 53/54 Grosvenor Street, | | | | | | | Telesonic Holdings | London W1K 3HU, United Kingdom | | | | | | | (UK) Limited | | Investment company | Ordinary | 100 | 100 | | 86 | Airtel DRC Telesonic | First Floor, 53/54 Grosvenor Street, | | | | | | | Holdings (UK) | London W1K 3HU, United Kingdom | | | | | | | Limited | | Investment company | Ordinary | 100 | 100 | | 87 | Airtel Gabon | First Floor, 53/54 Grosvenor Street, | | | | | | | Telesonic Holdings | London W1K 3HU, United Kingdom | | | | | | | (UK) Limited | | Investment company | Ordinary | 100 | 100 | | 88 | Airtel Kenya | First Floor, 53/54 Grosvenor Street, | | | | | | | Telesonic Holdings | London W1K 3HU, United Kingdom | | | | | | | (UK) Limited | | Investment company | Ordinary | 100 | 100 | | 89 | Airtel Madagascar | First Floor, 53/54 Grosvenor Street, | | | | | | | Telesonic Holdings | London W1K 3HU, United Kingdom | | | | | | | (UK) Limited | | Investment company | Ordinary | 100 | 100 | | 90 | Airtel (M) Telesonic | First Floor, 53/54 Grosvenor Street, | | | | | | | Holdings (UK) | London W1K 3HU, United Kingdom | | | | | | | Limited (Formerly | | | | | | | | known as Airtel | | | | | | | | Malawi Telesonic | | | | | | | | Holdings (UK) | | | | | | | | Limited) | | Investment company | Ordinary | 100 | 100 | | 91 | Airtel Niger Telesonic | First Floor, 53/54 Grosvenor Street, | | | | | | | Holdings (UK) | London W1K 3HU, United Kingdom | | | | | | | Limited | | Investment company | Ordinary | 100 | 100 | | 92 | Airtel Nigeria | First Floor, 53/54 Grosvenor Street, | | | | | | | Telesonic Holdings | London W1K 3HU, United Kingdom | | | | | | | (UK) Limited | | Investment company | Ordinary | 100 | 100 | | 93 | Airtel Rwanda | First Floor, 53/54 Grosvenor Street, | | | | | | | Telesonic Holdings | London W1K 3HU, United Kingdom | | | | | | | (UK) Limited | | Investment company | Ordinary | 100 | 100 | | 94 | Airtel Seychelles | First Floor, 53/54 Grosvenor Street, | | | | | | | Telesonic Holdings | London W1K 3HU, United Kingdom | | | | | | | (UK) Limited | | Investment company | Ordinary | 100 | 100 | | 95 | Airtel Tanzania | First Floor, 53/54 Grosvenor Street, | | | | | | | Telesonic Holdings | London W1K 3HU, United Kingdom | | | | | | | (UK) Limited | | Investment company | Ordinary | 100 | 100 | | 96 | Airtel Uganda | First Floor, 53/54 Grosvenor Street, | | | | | | | Telesonic Holdings | London W1K 3HU, United Kingdom | | | | | | | (UK) Limited | | Investment company | Ordinary | 100 | 100 | | 97 | Airtel Zambia | First Floor, 53/54 Grosvenor Street, | | | | | | | Telesonic Holdings | London W1K 3HU, United Kingdom | | | | | | | (UK) Limited | | Investment company | Ordinary | 100 | 100 | 33. Companies in the Group, associate and joint venture continued ![]() Airtel Africa plc Annual Report and Accounts 2024 237 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Proportion of ownership | | | | | | | | interest 1 | | | | | | | | % As of | | | | | Principal place of business and registered | | | 31 March | 31 March | | S.no | Name of subsidiary | office address | Principal activities | Holding | 2024 | 2023 | | 98 | Airtel Tchad Telesonic | First Floor, 53/54 Grosvenor Street, | | | | | | | Holdings (UK) | London W1K 3HU, United Kingdom | | | | | | | Limited | | Investment company | Ordinary | 100 | 100 | | 99 | Airtel Kenya | LR 209/11880, 7th Floor, Parkside | | | | | | | Telesonic Limited | Towers, Mombasa Road, P.O. Box | | | | | | | | 73146-00200, Nairobi, Kenya | Telecommunication services | Ordinary | 100 | 100 | | 100 | Airtel (M) Telesonic | Airtel Complex, Off Convention Drive, | | | | | | | Limited | City Centre, P.O. Box 57, Lilongwe, Malawi | Telecommunication services | Ordinary | 100 | 100 | | 101 | Airtel Nigeria | Plot L2, 401 Close, Banana Island, Ikoyi, | | | | | | | Telesonic Limited | Lagos, Nigeria | Telecommunication services | Ordinary | 100 | 100 | | 102 | Airtel Rwanda | Remera, Gasabo, Umujyi wa Kigali, | | | | | | | Telesonic Limited | Rwanda | Telecommunication services | Ordinary | 100 | 100 | | 103 | Airtel (Seychelles) | Airtel House, Josephine Cafrine Road, | | | | | | | Telesonic Limited | Perseverance, P.O. Box 1358, Victoria, | | | | | | | | Mahe, Seychelles | Telecommunication services | Ordinary | 100 | 100 | | 104 | Airtel Telesonic | Airtel Towers, Plot 16-A, Clement Hill | | | | | | | Uganda Limited | Road, Nakasero, P.O. Box 6771, Kampala, | | | | | | | | Uganda | Telecommunication services | Ordinary | 100 | 100 | | 105 | Airtel Zambia | P.O Box 320001, Showgrounds, Lusaka, | | | | | | | Telesonic Limited | Lusaka Province, Zambia | Telecommunication services | Ordinary | 100 | 100 | | 106 | Nxtra Africa Data | First Floor, 53/54 Grosvenor Street, | | | | | | | Holdings Limited 4 | London W1K 3HU, United Kingdom | | | | | | | (Formerly known as | | | | | | | | Airtel Africa Data | | | | | | | | Center Holdings | | | | | | | | Limited) | | Investment company | Ordinary | 100 | 100 | | 107 | Nxtra Nigeria Data | First Floor, 53/54 Grosvenor Street, | | | | | | | Holdings (UK) | London W1K 3HU, United Kingdom | | | | | | | Limited (Formerly | | | | | | | | known as Airtel | | | | | | | | Nigeria Data Center | | | | | | | | Holdings (UK) | | | | | | | | Limited ) | | Investment company | Ordinary | 100 | 100 | | 108 | Nxtra Kenya Data | First Floor, 53/54 Grosvenor Street, | | | | | | | Holdings (UK) | London W1K 3HU, United Kingdom | | | | | | | Limited (Formerly | | | | | | | | known as Airtel | | | | | | | | Kenya Data Center | | | | | | | | Holdings (UK) | | | | | | | | Limited ) | | Investment company | Ordinary | 100 | 100 | | 109 | Nxtra DRC Data | First Floor, 53/54 Grosvenor Street, | | | | | | | Holdings (UK) | London W1K 3HU, United Kingdom | | | | | | | Limited (Formerly | | | | | | | | known as Airtel DRC | | | | | | | | Data Center Holdings | | | | | | | | (UK) Limited) | | Investment company | Ordinary | 100 | 100 | | 110 | Nxtra Gabon Data | First Floor, 53/54 Grosvenor Street, | | | | | | | Holdings (UK) | London W1K 3HU, United Kingdom | | | | | | | Limited (Formerly | | | | | | | | known as Airtel | | | | | | | | Gabon Data Center | | | | | | | | Holdings (UK) | | | | | | | | Limited) | | Investment company | Ordinary | 100 | 100 | 33. Companies in the Group, associate and joint venture continued ![]() #### Notes to consolidated financial statementscontinued FINANCIAL STATEMENTS Airtel Africa plc Annual Report and Accounts 2024 238 (All amounts are in US$ millions unless stated otherwise) 33. Companies in the Group, associate and joint venture continued | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Proportion of ownership | | | | | | | | interest 1 | | | | | | | | % As of | | | | | Principal place of business and registered | | | 31 March | 31 March | | S.no | Name of subsidiary | office address | Principal activities | Holding | 2024 | 2023 | | 111 | Nxtra Congo Data | First Floor, 53/54 Grosvenor Street, | | | | | | | Holdings (UK) | London W1K 3HU, United Kingdom | | | | | | | Limited (Formerly | | | | | | | | known as Airtel | | | | | | | | Congo Data Center | | | | | | | | Holdings (UK) | | | | | | | | Limited) | | Investment company | Ordinary | 100 | 100 | | 112 | Airtel Congo RDC | 3ème étage, 130 b, Avenue Kwango, | | | | | | | Telesonic S.A.U. | Gombe, B.P. 1201, Kinshasa 1, | | | | | | | | République Démocratique du Congo | Telecommunication services | Ordinary | 100 | 100 | | 113 | Nxtra Africa Data | Plot L2, 401 Close, Banana Island, Ikoyi, | | | | | | | (Nigeria) Limited | Lagos, Nigeria | Telecommunication services | Ordinary | 100 | 100 | | 114 | Airtel Gabon | Immeuble Libreville, Business Square, | | | | | | | Telesonic S.A. | Rue Pecqueur, Centre-Ville, B.P. 9259, | | | | | | | | Libreville, Gabon | Telecommunication services | Ordinary | 100 | – | | 115 | Nxtra Africa Data | Plot AV-A-34-35 Eko Atlantic City, Lagos, | | | | | | | (Nigeria) FZE | Nigeria | Telecommunication services | Ordinary | 100 | – | | 116 | Nxtra Africa Data | Parkside Towers, Mombasa Road, P.O. | | | | | | | (Kenya) Limited | Box 73146, City Square, Nairobi, Kenya | Telecommunication services | Ordinary | 100 | – | 1 Companies proportion of voting power held is same as proportion of ownership interest held. 2 Under dissolution as of 31 March 2023. 3 Under removal from the register of RoC. 4 Direct subsidiary to the company. 5. Dissolved as of 31 March 2024. Details of associate | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Proportion of ownership | | | | | | | | interest 1 | | | | | | | | % as of | | | | | Principal place of business and registered | | | 31 March | 31 March | | S.no | Name of associate | office address | Principal activities | Holding | 2024 | 2023 | | 1 | Seychelles Cable | | | | | | | | Systems Company | Caravelle House, 3rd Floor, Victoria, | | | | | | | Limited | Mahe, Seychelles | Submarine cable system | Ordinary | 26 | 26 | 1 Companies proportion of voting power held is same as proportion of ownership interest held. Details of joint venture (JV) | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Proportion of ownership | | | | | | | | interest 1 | | | | | | | | % as of | | | | | Principal place of business and registered | | | 31 March | 31 March | | S.no | Name of joint venture | office address | Principal activities | Holding | 2024 | 2023 | | 1 | Mawezi RDC S.A. | Avenue des Huileries no 7, Commune of | The construction | | | | | | | Lingwala,Ville de Kinshasa, République | and operation of | | | | | | | Démocratique du Congo | a landing station | Ordinary | 49.25 | 49.25 | 1 Companies proportion of voting power held is same as proportion of ownership interest held. 34. Events after the balance sheet date No material subsequent events or transactions have occurred since the date of statement of financial position except as disclosed below: • The Board recommended a final dividend of 3.57 cents per share on 8 May 2024. ![]() 239 Airtel Africa plc Annual Report and Accounts 2024 Note As of 31 March 2024 31 March 2023 Assets Non-current assets Property, plant and equipment 0 0 Capital work-in-progress – 0 Right of use assets 0 0 Investment in subsidiary undertakings 4 3,533 3,533 Financial assets – Loan receivables 5 126 311 – Others 0 0 Other non-current assets 0 0 3,659 3,844 Current assets Financial assets – Cash and cash equivalents 6 173 134 – Other bank balances 6 267 101 – Others 16 30 Other current assets 1 2 457 267 Total assets 4,116 4,111 Liabilities Current liabilities Financial liabilities – Lease liabilities 0 0 – Trade and other payables 7 48 5 Current tax liabilities 3 – 51 5 Net current assets 406 262 Non-current liabilities Financial liabilities – Lease liabilities – 0 – Others 0 0 0 0 Total liabilities 51 5 Net assets 4,065 4,106 Equity – Share capital 8 1,875 3,420 – Reserves and surplus 1 2,190 686 Total equity 4,065 4,106 1 The profit for the financial year dealt with in the financial statements of the company is $219m (March 2023: profit of $229m). The company only financial statements of Airtel Africa plc (company registration number: 11462215) were approved by the Board of directors and authorised for issue on 8 May 2024 and were signed on its behalf by: For and on behalf of the Board of Airtel Africa plc Olusegun Ogunsanya Chief executive officer 8 May 2024 #### Company statement of financial position (All amounts are in US$ millions unless stated otherwise) ![]() FINANCIAL STATEMENTS 240 Airtel Africa plc Annual Report and Accounts 2024 #### Company statements of changes in equity (All amounts are in US$ millions unless stated otherwise) Share capital Reserves and surplus Total equity No of shares 2 Amount Retained earnings Shared- based payment reserve Capital redemption reserve Others 4 Total As of 1 April 2022 6,839,896,081 3,420 657 1 – 0 658 4,078 Profit for the year – – 229 – – – 229 229 Total comprehensive income – – 229 – – – 229 229 Employee share-based payment reserve – – (2) 1 – – (1) (1) Purchase of own shares (net) – – – – – (5) (5) (5) Dividend to owners to the company 1 – – (195) – – – (195) (195) As of 31 March 2023 6,839,896,081 3,420 689 2 – (5) 686 4,106 Profit for the year – – 219 – – – 219 219 Total comprehensive income – – 219 – – – 219 219 Employee share-based payment reserve – – (1) 2 – – 1 1 Purchase of own shares (net) – – – – – 1 1 1 Ordinary shares buy-back programme 2 (7,389,855) (4) (9) – 4 (41) (46) (50) Cancellation of deferred shares 3 (3,081,744,577) (1,541) 1,541 – – – 1,541 – Dividend to owners to the company 1 – – (212) – – – (212) (212) As of 31 March 2024 3,750,761,649 1,875 2,227 4 4 (45) 2,190 4,065 1 Refer to note 5(a) of consolidated financial statements. 2 Refer to note 5(f) of consolidated financial statements. 3 Includes ordinary and deferred shares till 31 March 2023. Deferred shares have been cancelled during the year ended 31 March 2024, therefore, as on 31 March 2024, it includes only ordinary shares. Refer to note 25 and note 5(d) of the consolidated financial statements for further details. 4 Includes share stabilisation reserve, treasury shares and other reserves. ![]() 241 Airtel Africa plc Annual Report and Accounts 2024 #### Notes to company only financial statements (All amounts are in US$ millions unless stated otherwise) 1. Summary of significant accounting policies Basis of preparation The company only financial statements are presented as required by the Companies Act 2006. The company meets the definition of a qualifying entity under FRS 100 ‘Application of Financial Reporting Requirements’ issued by the FRC. Accordingly, the company has prepared financial statements as per FRS 101 ‘Reduced Disclosure Framework. Airtel Africa plc is the parent of the smallest group for which consolidated financial statements are prepared and of which the company is a member. The largest group to consolidate the results of the company is Bharti Airtel Limited, which is registered in India. The Bharti Airtel Limited Group financial statements are publically available and can be obtained at www.airtel.in. All the amounts included in the company only financial statements are reported in United States dollars (the functional currency of the company), with all values rounded to the nearest millions (USD millions) except when otherwise indicated. Further, amounts which are less than half a million are appearing as ‘0’. As permitted by Section 408(3) of the Companies Act 2006, no profit and loss account of the company is presented. As permitted by FRS 101, the company has taken advantage of the disclosure exemptions available in relation to: • The requirements of IFRS 7 Financial Instruments: Disclosures • The requirements of IAS 7 Statement of Cash Flows • The statement of compliance with Adopted IFRSs • The effects of new but not yet effective IFRSs • The requirements in IAS 24 “Related party disclosure” to disclose related party transactions entered into between two or more members of a Group. • Disclosures in respect of capital management; and • Paragraphs 45(b) and 46 to 52 of IFRS 2, “Shared-based payment” (details of the number and weighted-average exercise prices of share options). Where required, equivalent disclosures are given in the consolidated financial statements. The company financial statements have been prepared on a going concern and historical cost basis. The principal accounting policies adopted are the same as those set out in note 2 of the consolidated financial statements except the following additional policies which are relevant to the company only financial statements: • Investment in subsidiary undertakings are accounted for at cost. • Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established (provided that it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably). 2. Critical accounting judgements and key sources of estimation uncertainty In the application of the company’s accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. There were no critical accounting judgments and estimates that would have a significant effect on the amount recognised in the company financial statements. 3. Employee expenses The average monthly number of employees during the year was two (March 2023: six). For the year ended 31 March 2024 31 March 2023 Salaries 1 1 Bonuses 0 1 Others 0 0 1 2 4. Investment in subsidiary undertakings As of 31 March 2024 31 March 2023 Cost Opening balance 3,533 3,533 Additions 0 – Carrying cost at 31 March 3,533 3,533 Bharti Airtel International (Netherlands) B.V. 3,533 3,533 Airtel International LLP 0 0 Airtel Africa services (UK) Limited 0 0 Airtel Africa Telesonic Holdings Limited 0 0 Nxtra Africa Data Holdings Limited 0 – For details of subsidiary undertakings, refer to note 33 of consolidated financial statements. ![]() FINANCIAL STATEMENTS 242 Airtel Africa plc Annual Report and Accounts 2024 #### Notes to company financial statementscontinued (All amounts are in US$ millions unless stated otherwise) 5. Loan receivables As of 31 March 2024 31 March 2023 Opening balance 311 413 Additions 177 421 Repayment (362) (523) Balance at 31 March 126 311 Bharti Airtel International (Netherlands) B.V. 1 4 240 Airtel Africa services (UK) Limited 2 122 71 Airtel Africa Telesonic Holdings Limited 3 0 0 1 The loan is unsecured, bears interest at the rate of three months SOFR+ 2.25% per annum with a maturity date of 25 March 2027. The credit facility is denominated in US$. 2 The loan is unsecured, bears interest at the rate of three months SOFR+ 2% per annum with a maturity date of 31 December 2026. The credit facility is denominated in US$. 3 The loan is unsecured, bears interest at the rate of three months SOFR+ 2% per annum with a maturity date of 31 December 2026. The credit facility is denominated in US$. 6. Cash and bank balances Cash and cash equivalents As of 31 March 2024 31 March 2023 Cash at bank in current accounts 4 36 Bank deposits with original maturity of three months or less 169 98 173 134 Other bank balances As of 31 March 2024 31 March 2023 Term deposits with banks with original maturity of more than three months but less than twelve months 267 101 267 101 7. Trade and other payables Trade payables As of 31 March 2024 31 March 2023 Legal and professional expenses payable 2 1 Employees bonuses payable 1 0 Dividend payable 0 0 3 1 Other payables As of 31 March 2024 31 March 2023 Ordinary shares buy-back programme 1 41 – Administrative and other payable 4 4 45 4 48 5 1 This pertains to amount payable of $41m (March 2023: Nil) in respect of ordinary shares buy-back programme. ![]() 243 Airtel Africa plc Annual Report and Accounts 2024 8. Share capital Refer to note 25 of consolidated financial statements. 9. Related party disclosure Refer to note 30 of consolidated financial statements. 10. Guarantees Guarantees outstanding as of 31 March 2024 and 31 March 2023 amounting to $145m and $163m, respectively, have been issued for external loans taken by the Group’s subsidiaries. 11. Events after the balance sheet date There are no subsequent events other than disclosed in note 34 to the consolidated financial statements. ![]() #### Alternative performance measures (APMs) #### Introduction In the reporting of financial information, the directors have adopted various APMs. These measures are not defined by International Financial Reporting Standards (IFRS) and therefore may not be directly comparable with other companies APMs, including those in the Group’s industry. APMs should be considered in addition to, and are not intended to be a substitute for, or superior to, IFRS measurements. #### Purpose The directors believe that these APMs assist in providing additional useful information on the underlying trends, performance and position of the Group. APMs are also used to enhance the comparability of information between reporting periods and geographical units (such as like-for-like sales), by adjusting for non-recurring or uncontrollable factors which affect IFRS measures, to aid users in understanding the Group’s performance. Consequently, APMs are used by the directors and management for performance analysis, planning, reporting and incentive-setting purposes. The directors believe the following metrics to be the APMs used by the Group to help evaluate growth trends, establish budgets and assess operational performance and efficiencies. These measures provide an enhanced understanding of the Group’s results and related trends, therefore increasing transparency and clarity into the core results of the business. The following metrics are useful in evaluating the Group’s operating performance: APM Closest equivalent IFRS measure Adjustments to reconcile to IFRS measure Definition and purpose EBITDA and margin Operating profit • Depreciation and amortisation The Group defines EBITDA as operating profit/(loss) for the period before depreciation and amortisation. The Group defines EBITDA margin as EBITDA divided by revenue. EBITDA and margin are measures used by the directors to assess the trading performance of the business and are therefore the measure of segment profit that the Group presents under IFRS. EBITDA and margin are also presented on a consolidated basis because the directors believe it is important to consider profitability on a basis consistent with that of the Group’s operating segments. When presented on a consolidated basis, EBITDA and margin are APMs. Depreciation and amortisation is a non-cash item which fluctuates depending on the timing of capital investment and useful economic life. Directors believe that a measure which removes this volatility improves comparability of the Group’s results period on period and hence is adjusted to arrive at EBITDA and margin. Underlying profit/(loss) before tax Profit/(loss) before tax • Exceptional items (refer to note on exceptional items on page 248) The Group defines underlying profit/(loss) before tax as profit/(loss) before tax adjusted for exceptional items. The directors view underlying profit/(loss) before tax to be a meaningful measure to analyse the Group’s profitability. Effective tax rate Reported tax rate • Exceptional items (refer to note on exceptional items on page 248) • Foreign exchange rate movements • One-off tax impact of prior period, tax litigation settlement and impact of tax on permanent differences The Group defines effective tax rate as reported tax rate (reported tax charge divided by reported profit before tax) adjusted for exceptional items, foreign exchange rate movements and one-off tax items of prior period adjustment, tax settlements and impact of permanent differences on tax. This provides an indication of the current on-going tax rate across the Group. Foreign exchange rate movements are specific items that are non-tax deductible in a few of the entities which are loss making and/or where DTA is not yet triggered and hence are considered to hinder comparison of the Group’s effective tax rate on a period-to-period basis and therefore excluded to arrive at effective tax rate. One-off tax impact on account of prior period adjustment, any tax litigation settlement and tax impact on permanent differences are additional specific items that because of their size and frequency in the results, are considered to hinder comparison of the Group’s effective tax rate on a period-to-period basis. FINANCIAL STATEMENTS 244 Airtel Africa plc Annual Report and Accounts 2024 ![]() APM Closest equivalent IFRS measure Adjustments to reconcile to IFRS measure Definition and purpose Underlying profit/(loss) after tax Profit/(loss) for the period • Exceptional items (refer to note on exceptional items on page 248) The Group defines underlying profit/(loss) after tax as profit/(loss) for the period adjusted for exceptional items. The directors view underlying profit/(loss) after tax to be a meaningful measure to analyse the Group’s profitability. Earnings per share before exceptional items EPS • Exceptional items (refer to note on exceptional items on page 248) The Group defines earnings per share before exceptional items as profit/ (loss) for the period before exceptional items attributable to owners of the company divided by the weighted average number of ordinary shares in issue during the financial period. This measure reflects the earnings per share before exceptional items for each share unit of the company. Earnings per share before exceptional items and derivative and foreign exchange losses\* EPS • Exceptional items (refer to note on exceptional items on page 248) • Derivative and foreign exchange losses The Group defines earnings per share before exceptional items and derivative and foreign exchange losses as profit/(loss) for the period before exceptional items and derivative and foreign exchange losses (net of tax) attributable to owners of the company divided by the weighted average number of ordinary shares in issue during the financial period. This measure reflects the earnings per share before exceptional items and derivative and foreign exchange losses for each share unit of the company. Derivative and foreign exchange losses are due to revaluation of US dollar balance sheet liabilities and derivatives as a result of currency devaluation. Operating free cash flow Cash generated from operating activities • Income tax paid • Changes in working capital • Other non-cash items • Non-operating income • Exceptional items (refer to note on exceptional items on page 248) • Capital expenditures The Group defines operating free cash flow as net cash generated from operating activities before income tax paid, changes in working capital, other non-cash items, non-operating income, exceptional items, and after capital expenditures. The Group views operating free cash flow as a key liquidity measure, as it indicates the cash available to pay dividends, repay debt or make further investments in the Group. Net debt and leverage ratio Borrowings • Lease liabilities • Cash and cash equivalent • Term deposits with banks • Deposits given against borrowings/non-derivative financial instruments • Fair value hedges The Group defines net debt as borrowings, including lease liabilities less cash and cash equivalents, term deposits with banks, deposits given against borrowings/non-derivative financial instruments, processing costs related to borrowings and fair value hedge adjustments. The Group defines leverage ratio as net debt divided by EBITDA for the preceding 12 months. The directors view net debt and the leverage ratio to be meaningful measures to monitor the Group’s ability to cover its debt through its earnings. Return on capital employed No direct equivalent • Exceptional items (refer to note on exceptional items on page 248) to arrive at EBIT The Group defines return on capital employed (‘ROCE’) as EBIT divided by average capital employed. The directors view ROCE as a financial ratio that measures the Group’s profitability and the efficiency with which its capital is being utilised. The Group defines EBIT as operating profit/(loss) for the period. Capital employed is defined as sum of equity attributable to owners of the company (grossed up for put option provided to minority shareholders to provide them liquidity as part of the sale agreements executed with them during year ended 31 March 2022), non-controlling interests and net debt. Average capital employed is average of capital employed at the closing and beginning of the relevant period. For quarterly computations, ROCE is calculated by dividing EBIT for the preceding 12 months by the average capital employed (being the average of the capital employed averages for the preceding four quarters). \* New APM added during the year ended 31 March 2024. Some of the Group’s IFRS measures and APMs are translated at constant currency exchange rates to measure the organic performance of the Group. In determining the percentage change in constant currency terms, both current and previous financial reporting period’s results have been converted using exchange rates prevailing as on 31 March 2023 for all countries, except Nigeria. For Nigeria the constant currency exchange rate used is 752.2 NGN/USD which is prevailing rate as on 30 June 2023.Reported currency percentage change is derived based on the average actual periodic exchange rates for that financial period. Variances between constant currency and reported currency percentages are due to exchange rate movements between the previous financial reporting period and the current period. The constant currency numbers only reflect the retranslation of reported numbers into exchange rates as of 31 March 2023 (Nigeria as of 30 June 2023) and are not intended to represent the wider impact that currency changes has on the business. 245 Airtel Africa plc Annual Report and Accounts 2024 ![]() #### Reconciliation between GAAP and Alternative Performance Measures #### Table A: EBITDA and margin Description Unit of measure Year ended March 2024 March 2023 Operating profit $m 1,640 1,757 Add: Depreciation and amortisation $m 788 818 EBITDA $m 2,428 2,575 Revenue $m 4,979 5,255 EBITDA margin (%) % 48.8% 49.0% #### Table B: Underlying profit/(loss) before tax Description Unit of measure Year ended March 2024 March 2023 (Loss)/Profit before tax $m (63) 1,034 Finance cost – exceptional items $m 807 – Underlying profit before tax $m 744 1,034 #### Table C: Effective tax rate Description Unit of measure Year ended March 2024 March 2023 Profit before taxation Income tax expense Tax rate % Profit before taxation Income tax expense Tax rate % Reported effective tax rate (after EI) $m (63) 26 (41.1%) 1,034 284 27.4% Exceptional items (provided below) $m 807 258 – 161 Reported effective tax rate (before EI) $m 744 284 38.3% 1,034 445 43.0% Adjusted for: Foreign exchange rate movement for loss making entity and/ or non-DTA operating companies & holding companies $m 57 – 106 – One-off adjustment and tax on permanent differences $m – 24 5 (1) Effective tax rate $m 801 308 38.4% 1,145 444 38.8% Exceptional items 1. Deferred tax asset recognition $m – – 2. Derivative and foreign exchange losses $m 807 258 – – Total $m 807 258 – 161 a) $258m exceptional tax gain in full year period ended 31 March 2024 is tax gain corresponding to $807m derivative and foreign exchange losses following Nigerian naira and Malawian kwacha devaluation. b) $161m exceptional tax gain in full year ended 31 March 2023 is on account of deferred tax credit in Kenya, the Democratic Republic of Congo and Tanzania. #### Table D: Underlying profit/(loss) after tax Description Unit of measure Year ended March 2024 March 2023 (Loss)/profit after tax $m (89) 750 Finance cost – exceptional items $m 807 – Tax exceptional items $m (258) (161) Underlying profit after tax $m 460 589 FINANCIAL STATEMENTS 246 Airtel Africa plc Annual Report and Accounts 2024 ![]() #### Table E: Earnings per share before exceptional items Description Unit of measure Year ended March 2024 March 2023 (Loss)/profit for the period attributable to owners of the company $m (165) 663 Finance cost – exceptional items $m 807 – Tax exceptional items $m (258) (161) Non-controlling interest exceptional items $m (4) 10 Profit for the period attributable to owners of the company – before exceptional items $m 380 512 Weighted average number of ordinary shares in issue during the financial period. Million 3,751 3,752 Earnings per share before exceptional items Cents 10.1 13.6 #### Table F: Earnings per share before exceptional items and derivative and foreign exchange losses Description Unit of measure Year ended March 2024 March 2023 (Loss)/profit for the period attributable to owners of the company $m (165) 663 Finance cost – exceptional items $m 807 – Tax exceptional items $m (258) (161) Non-controlling interest exceptional items $m (4) 10 Profit for the period attributable to owners of the company – before exceptional items $m 380 512 Derivative and foreign exchange losses (excluding exceptional items) $m 452 338 Tax on derivative and foreign exchange losses (excluding exceptional items) $m (130) (77) Non-controlling interest on derivative and foreign exchange loss-es (excluding exceptional items) – net of tax $m (17) (4) Profit for the period attributable to owners of the company- before exceptional items and derivative and foreign exchange losses $m 685 769 Weighted average number of ordinary shares in issue during the financial period million 3,751 3,752 Earnings per share before exceptional items and derivative and foreign exchange losses cents 18.3 20.5 #### Table G: Operating free cash flow Description Unit of measure Year ended March 2024 March 2023 Net cash generated from operating activities $m 2,259 2,229 Add: income tax paid $m 344 397 Net cash generation from operation before tax $m 2,603 2,605 Less: changes in working capital Increase in trade receivables $m 79 45 Increase in inventories $m 16 13 Increase in trade payables $m (56) (9) Increase in mobile money wallet balance $m (207) (120) (Increase)/decrease in provisions $m (3) 32 Increase in deferred revenue $m (21) (37) Increase in other financial and non-financial liabilities $m (76) (113) Increase in other financial and non-financial assets $m 93 140 Operating cash flow before changes in working capital $m 2,428 2,577 Other non-cash adjustments $m – (2) EBITDA $m 2,428 2,575 Less: capital expenditure $m (737) (748) Operating free cash flow $m 1,691 1,827 247 Airtel Africa plc Annual Report and Accounts 2024 ![]() #### Table H: Net debt and leverage Description Unit of measure As at March 2024 As at March 2023 Long term borrowing, net of current portion $m 947 1,233 Short-term borrowings and current portion of long-term borrowing $m 1,426 945 Add: processing costs related to borrowings $m 8 7 Less: fair value hedge adjustment $m (1) (5) Less: cash and cash equivalents $m (620) (586) Less: term deposits with banks $m (344) (117) Add: lease liabilities $m 2,089 2,047 Net debt $m 3,505 3,524 EBITDA (LTM) $m 2,428 2,575 Leverage (LTM) times 1.4x 1.4x #### Table I: Return on capital employed Description Unit of measure Year ended March 2024 March 2023 Operating profit (LTM) $m 1,640 1,757 Equity attributable to owners of the company $m 2,160 3,635 Add: put option given to minority shareholders 1 $m 552 569 Gross equity attributable to owners of the company 1 $m 2,712 4,204 Non-controlling interests (NCI) $m 140 173 Net debt (refer to table H) $m 3,505 3,524 Capital employed $m 6,357 7,901 Average capital employed 1 $m 7,130 7,536 Return on capital employed % 23.0% 23.3% 1 Average capital employed is calculated as average of capital employed at closing and opening of relevant period. Note on exceptional items: “Exceptional items refer to items of income or expense within the consolidated statement of comprehensive income, which are of such size, nature or incidence that their exclusion is considered necessary to explain the performance of the Group and improve the comparability between periods. Reversals of previous exceptional items are also considered as exceptional items. When applicable, these items include amongst others, currency devaluation of local currencies against the US Dollar, network modernisation, share issue expenses, loan prepayment costs, the settlement of legal and regulatory cases, restructuring costs, impairments, gain on sale of tower assets and the initial recognition of deferred tax assets etc. The Group has US Dollar liabilities in subsidiaries in which the US Dollar is not the functional currency. Changes in the US Dollar exchange rate against the relevant functional currency leads to foreign exchange gains or losses recorded in the statement of comprehensive income. With respect to the classification of whether these gains or losses, as a result of the devaluation of local currencies against the US Dollar, as an exceptional item, the Group presents the impact as an exceptional item only if a particular currency has devalued (or appreciated) due to a structural change in the local market (for example as a result of changes in government policy) or the devaluation in a month is more than a threshold percentage. The devaluation is also only reported as exceptional if the resultant impact on the Group’s profit before tax is higher than a monetary threshold. Reversals of foreign exchange losses as a result of the above are also reported as exceptional. The Group continues to review its exceptional items policy to align it to changes in the macro-economic environment. For the current year, this did not have a change on the amounts reported as exceptional items.” #### Reconciliation between GAAP and alternative performance measurescontinued FINANCIAL STATEMENTS 248 Airtel Africa plc Annual Report and Accounts 2024 ![]() #### Forward-looking statements This document contains certain forward-looking statements regarding our intentions, beliefs or current expectations concerning, amongst other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the economic and business circumstances occurring from time to time in the countries and markets in which the Group operates. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “outlook”, “target” and similar expressions. It is believed that the expectations reflected in this document are reasonable, but they may be affected by a wide range of variables that could cause actual results to differ materially from those currently anticipated. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual future financial condition, performance and results to differ materially from the plans, goals, expectations and results expressed in the forward-looking statements and other financial and/or statistical data within this communication. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are uncertainties related to the following: the impact of competition from illicit trade; the impact of adverse domestic or international legislation and regulation; changes in domestic or international tax laws and rates; adverse litigation and dispute outcomes and the effect of such outcomes on Airtel Africa’s financial condition; changes or differences in domestic or international economic or political conditions; the ability to obtain price increases and the impact of price increases on consumer affordability thresholds; adverse decisions by domestic or international regulatory bodies; the impact of market size reduction and consumer down-trading; translational and transactional foreign exchange rate exposure; the impact of serious injury, illness or death in the workplace; the ability to maintain credit ratings; the ability to develop, produce or market new alternative products and to do so profitably; the ability to effectively implement strategic initiatives and actions taken to increase sales growth; the ability to enhance cash generation and pay dividends and changes in the market position, businesses, financial condition, results of operations or prospects of Airtel Africa. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. The forward-looking statements contained in this document reflect the knowledge and information available to Airtel Africa at the date of preparation of this document and Airtel Africa undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on such forward- looking statements. No statement in this communication is intended to be, nor should be construed as, a profit forecast or a profit estimate and no statement in this communication should be interpreted to mean that earnings per share of Airtel Africa plc for the current or any future financial periods would necessarily match, exceed or be lower than the historical published earnings per share of Airtel Africa plc. Financial data included in this document are presented in US dollars rounded to the nearest million. Therefore, discrepancies in the tables between totals and the sums of the amounts listed may occur due to such rounding. The percentages included in the tables throughout the document are based on numbers calculated to the nearest $1,000 and therefore minor rounding differences may result in the tables. Growth metrics are provided on a constant currency basis unless otherwise stated. The Group has presented certain financial information on a constant currency basis. This is calculated by translating the results for the current financial year and prior financial year at a fixed ‘constant currency’ exchange rate, which is done to measure the organic performance of the Group. Growth rates for our reporting regions and service segments are provided in constant currency as this better represents the performance of the business. 249 Airtel Africa plc Annual Report and Accounts 2024 ![]() #### Glossary #### Technical and industry terms Company-related 4G data customer A customer having a 4G handset and who has used at least 1 MB of data on the Group network using any of GPRS, 3G and 4G in the last 30 days. Airtel Money Airtel Money is the brand name for Airtel Africa’s mobile money products and services. The term is used interchangeably with ‘mobile money’ when referring to our mobile money business, finance, operations and activities. Airtel Money ARPU (mobile money ARPU) Mobile money average revenue per user. This is derived by dividing total mobile money revenue during the relevant period by the average number of active mobile money customers and dividing the result by the number of months in the relevant period. Airtel Money customer base (mobile money customer base) Total number of active subscribers who have enacted any mobile money usage event in the last 30 days. Airtel money customer penetration (mobile money customer penetration) The proportion of total Airtel Africa active mobile customers who use mobile money services. This is calculated by dividing the mobile money customer base by the Group’s total customer base. Airtel Money transaction value (mobile money transaction value) The sum of all financial transactions performed on Airtel Africa’s mobile money platform for the relevant period. Airtel money transaction value per customer per month (mobile money transaction value per customer per month) Calculated by dividing the total mobile money transaction value on the Group’s mobile money platform during the relevant period by the average number of active mobile money customers and dividing the result by the number of months in the relevant period. ARPU Average revenue per user per month. This is derived by dividing total revenue during the relevant period by the average number of customers during the period and dividing the result by the number of months in the relevant period. Average customers The average number of active customers for a period. This is derived from the monthly averages during the relevant period. Monthly averages are calculated using the number of active customers at the beginning and the end of each month. Broadband base stations Base stations that carry either 3G and/or 4G capability across all technologies and spectrum bands. Bundle penetration The proportion of revenue contributed by bundled products as a percentage of the total revenue generated by the service. Capital expenditure (capex) An alternative performance measure (non-GAAP). This is defined as investment in gross fixed assets (both tangible and intangible but excluding spectrum and licences) plus capital work in progress (CWIP), excluding provisions on CWIP for the period. Constant currency The Group has presented certain financial information that is calculated by translating the results for the current financial year and prior financial years at a fixed ‘constant currency’ exchange rate, which is used to measure the organic performance of the Group. Growth rates for business and product segments are in constant currency as it better represents the underlying performance of the business. Constant currency growth rates for all the reported periods except 2023/24 is calculated using the closing exchange rate as at the end of the immediate prior reporting period. For instance, 2022/23 constant currency rate is closing exchange rate as of 31 March 2022. For 2023/24, constant currency growth rates are calculated using 31 March 2023 closing exchange rate for all reported regions and service segments except for Nigeria region and service segment. For the Nigeria region and service segment, constant currency growth rates have been calculated using 30 June 2023 closing exchange rate. In June 2023, the Central Bank of Nigeria (CBN) announced changes to the operations in the Nigerian Foreign Exchange Market, including the abolishment of segmentation, with all segments now collapsing into the Investors and Exporters (I&E) window and the reintroduction of the ‘Willing Buyer, Willing Seller’ model at the I&E window. As a result of this CBN decision, the Nigerian naira devalued against US Dollar by approximately 62%. This change announced by CBN led to a material impact on the Group’s financial statements and for better representation of the performance of the business and comparability, the closing exchange rate as of 30 Jun 2023 i.e. NGN752.2/USD has been used for calculation of constant currency growth rates of Nigeria region and service segment. Customer Defined as a unique active subscriber with a unique mobile telephone number who has used any of Airtel’s services in the last 30 days. Customer base The total number of active subscribers that have used any of our services (voice calls, SMS, data usage or mobile money transactions in the last 30 days. Data ARPU Data ARPU is derived by dividing total data revenue during the relevant period by the average number of data customers and dividing the result by the number of months in the relevant period. Data customer base The total number of subscribers who have consumed at least 1 MB of data on the Group network using any of GPRS, 3G or 4G in the last 30 days. Data customer penetration The proportion of customers using data services. Calculated by dividing the data customer base by the total customer base. FINANCIAL STATEMENTS 250 Airtel Africa plc Annual Report and Accounts 2024 ![]() Company-related Data usage per customer This is calculated by dividing the total MBs consumed on the Group’s network during the relevant period by the average data customer base over the same period and dividing the result by the number of months in the relevant period. Digitalisation We use the term digitalisation in its broadest sense to encompass both digitisation actions and processes that convert analogue information into a digital form and thereby bring customers into the digital environment, and the broader digitalisation processes of controlling, connecting and planning processes digitally; the processes that affect digital transformation of our business, and of industry, economics and society as a whole through bringing about new business models, socio-economic structures and organisational patterns. Diluted earnings per share Diluted EPS is calculated by adjusting the profit for the year attributable to the shareholders and the weighted average number of shares considered for deriving basic EPS, for the effects of all the shares that could have been issued upon conversion of all dilutive potential shares. The dilutive potential shares are adjusted for the proceeds receivable had the shares actually been issued at fair value. Further, the dilutive potential shares are deemed converted as at beginning of the period, unless issued at a later date during the period. Earnings per share (EPS) EPS is calculated by dividing the profit for the period attributable to the owners of the company by the weighted average number of ordinary shares outstanding during the period. Environment, Social and Governance (ESG) ESG is a framework designed to be embedded into an organisation’s strategy that considers the needs and ways in which to generate value for all organisational stakeholders. Foreign exchange rate movements for non-DTA operating companies and holding companies Foreign exchange rate movements are specific items that are non-tax deductible in a few of our operating entities; hence these hinder a like-for-like comparison of the Group’s effective tax rate on a period-to- period basis and are therefore excluded when calculating the effective tax rate. GSMA A global organisation representing mobile operators and organisations across the mobile ecosystem and adjacent industries. Information and communication technologies (ICT) ICT refers to all communication technologies, including the internet, wireless networks, cell phones, computers, software, middleware, video-conferencing, social networking, and other media applications and services. IRU Indefeasible Right of Use – a contractual agreement for a portion of the capacity/fiber of any fibre route. Lease liability Lease liability represents the present value of future lease payment obligations. Leverage An alternative performance measure (non-GAAP). Leverage (or leverage ratio) is calculated by dividing net debt at the end of the relevant period by the EBITDA for the preceding 12 months. Mini-AMB A compact outlet that offers the services of an Airtel Money Branch, currently being trialled in Zambia. Minutes of usage Minutes of usage refer to the duration in minutes for which customers use the Group’s network for making and receiving voice calls. It is typically expressed over a period of one month. It includes all incoming and outgoing call minutes, including roaming calls. Mobile services Mobile services are our core telecom services, mainly voice and data services, but also including revenue from tower operation services provided by the Group and excluding mobile money services. Mobile termination rates (MTR) Mobile termination rates are the charges paid to the telecom operator on whose network a call is terminated. Net debt An alternative performance measure (non-GAAP). The Group defines net debt as borrowings, including lease liabilities less cash and cash equivalents, term deposits with banks, processing costs related to borrowings and fair value hedge adjustments. Net debt to EBITDA An alternative performance measure (non-GAAP). Calculated by dividing net debt as at the end of the relevant period by EBITDA for the last 12 months (LTM), from the end of the relevant period. This is also referred to as the leverage ratio. Net revenue An alternative performance measure (non-GAAP). Defined as total revenue adjusted for MTR (mobile transaction rates), cost of goods sold and mobile money commissions. Network towers or ‘sites’ Physical network infrastructure comprising a base transmission system (BTS) which holds the radio transceivers (TRXs) that define a cell and coordinates the radio link protocols with the mobile device. It includes all ground-based, roof top and in-building solutions. Operating company (OpCo) Operating company (or OpCo) is a defined corporate business unit, providing telecoms services and mobile money services in the Group’s footprint. Operating free cash flow An alternative performance measure (non-GAAP). Calculated by subtracting capital expenditure from EBITDA. Operating leverage An alternative performance measure (non-GAAP). Operating leverage is a measure of the operating efficiency of the business. It is calculated by dividing operating expenditure (excluding regulatory charges) by total revenue. 251 Airtel Africa plc Annual Report and Accounts 2024 ![]() #### Glossarycontinued Company-related Operating profit Operating profit is a GAAP measure of profitability. Calculated as revenue less operating expenditure (including depreciation and amortisation, and operating exceptional items). Other revenue Other revenue includes revenues from messaging, value added services (VAS), enterprise, site sharing and handset sale revenue. Reported currency Our reported currency is US dollars. Accordingly, actual periodic exchange rates are used to translate the local currency financial statements of OpCos into US dollars. Under reported currency the assets and liabilities are translated into US dollars at the exchange rates prevailing at the reporting date whereas the statements of profit and loss are translated into US dollars at monthly average exchange rates. Smartphone A smartphone is defined as a mobile phone with an interactive touch screen that allows the user to access the internet and additional data applications, providing additional functionality to that of a basic ‘feature’ phone which is used only for making voice calls and sending and receiving text messages. Smartphone penetration Calculated by dividing the number of smartphone devices in use by the total number of customers. Total MBs on network Total MBs of data consumed (uploaded and downloaded) by customers on the Group network using any of GPRS, 3G and 4G during the relevant period. EBIT An alternative performance measure (non-GAAP). Defined as operating profit. EBITDA An alternative performance measure (non-GAAP). Defined as operating profit before depreciation and amortisation. EBITDA margin An alternative performance measure (non-GAAP). Calculated by dividing EBITDA for the relevant period by revenue for the relevant period. Unique mobile penetration The number of individual mobile subscribers as a proportion of the total population. This metric adjusts for the use of multiple SIM cards by customers, to identify the degree of uptake of mobile services by individuals. Unstructured Supplementary Service Data (USSD) Unstructured Supplementary Service Data (USSD), also known as ‘quick codes’ or ‘feature codes’, is a communications protocol for GSM mobile operators, similar to SMS messaging. It has a variety of uses such as WAP browsing, prepaid callback services, mobile-money services, location-based content services, menu-based information services, and for configuring phones on the network. Voice minutes of usage per customer per month Calculated by dividing the total number of voice minutes of usage on the Group’s network during the relevant period by the average number of customers and dividing the result by the number of months in the relevant period. Weighted average number of shares The weighted average number of shares is calculated by multiplying the number of outstanding shares by the portion of the reporting period those shares covered, doing this for each portion, and then summing the total. FINANCIAL STATEMENTS 252 Airtel Africa plc Annual Report and Accounts 2024 ![]() #### Abbreviations 2G Second-generation mobile technology 3G Third-generation mobile technology 4G Fourth-generation mobile technology 5G Fifth-generation mobile technology AAML Airtel Africa Mauritius Limited ARC Audit and risk committee ARPU Average revenue per user B2B Business to business bps Basis points bn Billion CAGR Compound annual growth rate CFD Climate-related financial disclosures CRO Climate related risks and opportunities CSR Corporate social responsibility EBIT Earnings before interest and tax EBITDA Earnings before interest, tax, depreciation and amortisation ERC Executive Risk Committee ESEF European single electronic format ExCo Executive committee Fiberco Fiber Company FRC Financial reporting council GAAP Generally accepted accounting principles GB Gigabyte GDP Gross domestic product GHG Greenhouse gases HoldCo Holding company HSE Health, safety and environment IAS International accounting standards IFRS International financial reporting standards IMF International monetary fund IMT International money transfer IPO Initial public offering ISO International organization for standardization KPIs Key performance indicators KYC Know your customer LTE Long-term evolution (4G technology) LSE London Stock Exchange LTM Last 12 months m Million MB Megabyte NCI Non-controlling interest NGO Non-governmental organisation NGX Nigerian Exchange Limited NIN National identification number OpCo Operating company P2P Person to person PAYG Pay-as-you-go ppts Percentage points QoS Quality of service RAN Radio access network SDG Sustainable development goals SERAs Sustainability, enterprise and responsibility awards SIM Subscriber identification module Single RAN Single radio access network SMS Short messaging service TB Terabyte TCFD Taskforce for climate-related financial disclosure Telecoms Telecommunications UoM Unit of measure USSD Unstructured supplementary service data VAT Value added tax 253 Airtel Africa plc Annual Report and Accounts 2024 ![]() 254 Airtel Africa plc Annual Report and Accounts 2024 254 Airtel Africa plc Annual Report and Accounts 2024 #### General shareholders’ information #### Annual General Meeting Date 3 July 2024 Day Wednesday Time 11am BST Venue 53/54 Grosvenor Street, London W1K 3HU, United Kingdom #### Dividend Ex-dividend date for final dividend 20 June 2024 Record date for final dividend 21 June 2024 AGM 3 July 2024 Final dividend payment 3.57 cents per ordinary share #### Financial calendar Financial year: 1 April to 31 March. #### Airtel Africa plc share price Airtel Africa’s ordinary shares have a premium listing on the London Stock Exchange’s main market for listed securities and are listed under the symbol AAF. Current and historical share price information is available on our website: www.airtel.africa . #### Shareholders as at 31 March 2024 Number of ordinary shares held Number of accounts Number of shares % of total issued shares 1-1,000 39 16,618 0.00 1,001-5,000 53 149,999 0.00 5,001-50,000 139 3,351,216 0.09 50,001-100,000 44 3,302,777 0.09 100,001-500,000 108 28,178,842 0.75 More than 500,000 132 3,715,762,197 99.07 Totals 515 3,750,761,649 100% #### Warning to shareholders (‘boiler room’ scams) In recent years, many companies have become aware that their shareholders have received unsolicited calls or correspondence concerning investments. These callers typically make claims of highly profitable opportunities in UK investments that turn out to be worthless or simply do not exist. These approaches are usually made by unauthorised companies and individuals and are commonly known as ‘boiler room’ scams. Airtel Africa plc shareholders are advised to be extremely wary of such approaches and to only deal with firms authorised by FCA. See the FCA website at fca.org.uk/scamsmart for more information about this and similar activities. #### Registrar and transfer agent All the work related to share registry, both in physical and electronic form, is handled by our registrar and transfer agent at the address mentioned in the communication addresses section. #### Communication addresses Contact Email Address For corporate governance and other secretarial related matters Simon O’Hara Group company secretary investor.relations@africa.airtel.com First Floor, 53/54 Grosvenor Street, London W1K 3HU, UK Tel: +44 (0)207 493 9315 For queries relating to financial statements and corporate communication matters Alastair Jones Head of investor relations investor.relations@africa.airtel.com First Floor, 53/54 Grosvenor Street, London W1K 3HU, UK Tel: +44 (0)207 493 9315 Registrar and transfer agent Computershare Investor Services PLC webqueries@computershare.co.uk The Pavilions, Bridgwater Road, Bristol BS99 6ZY, UK Coronation Registrars Limited customercare@coronationregistrars.com 9 Amodu Ojikutu Street, Victoria Island, Lagos, Nigeria Tel: +234 2012 272570 FINANCIAL STATEMENTS ![]() #### Auditor’s ESEF Assurance statement Independent auditor’s reasonable assurance report to the Members of Airtel Africa plc on the compliance of the Electronic Format Annual Financial Report with Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R-DTR 4.1.18R Report on compliance with the requirements for iXBRL mark up (‘tagging’) of consolidated financial statements included in the Electronic Format Annual Financial Report We have undertaken a reasonable assurance engagement on the iXBRL mark up of consolidated financial statements for the year ended 31 March 2024 of Airtel Africa plc (the “company”) included in the Electronic Format Annual Financial Report prepared by the company. #### Opinion In our opinion, the consolidated financial statements for the year ended 31 March 2024 of the company included in the Electronic Format Annual Financial Report, are marked up, in all material respects, in compliance with DTR 4.1.15R-DTR 4.1.18R. The directors’ responsibility for the Electronic Format Annual Financial Report prepared in compliance with DTR 4.1.15R-DTR 4.1.18R The directors are responsible for preparing the Electronic Format Annual Financial Report. This responsibility includes: • the selection and application of appropriate iXBRL tags using judgement where necessary; • ensuring consistency between digitised information and the consolidated financial statements presented in human-readable format; and • the design, implementation and maintenance of internal control relevant to the application of DTR 4.1.15R-DTR 4.1.18R. #### Our independence and quality control We have complied with the independence and other ethical requirements of Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We apply International Standard on Quality Monitoring (ISQM) 1 and, accordingly, maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. #### Our responsibility Our responsibility is to express an opinion on whether the iXBRL mark up of consolidated financial statements complies in all material respects with DTR 4.1.15R-DTR 4.1.18R based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with International Standard on Assurance Engagements (UK) 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial Information (‘ISAE (UK) 3000’) issued by the FRC. A reasonable assurance engagement in accordance with ISAE (UK) 3000 involves performing procedures to obtain reasonable assurance about the compliance of the mark up of the consolidated financial statements with the DTR 4.1.15R-DTR 4.1.18R. The nature, timing and extent of procedures selected depend on the practitioner’s judgement, including the assessment of the risks of material departures from the requirements set out in DTR 4.1.15R-DTR 4.1.18R, whether due to fraud or error. Our reasonable assurance engagement consisted primarily of: • obtaining an understanding of the iXBRL mark up process, including internal control over the mark up process relevant to the engagement; • reconciling the marked up data with the audited consolidated financial statements of the company dated 8 May 2024; • evaluating the appropriateness of the company’s mark up of the consolidated financial statements using the iXBRL mark-up language; • evaluating the appropriateness of the company’s use of iXBRL elements selected from a generally accepted taxonomy and the creation of extension elements where no suitable element in the generally accepted taxonomy has been identified; and • evaluating the use of anchoring in relation to the extension elements. In this report we do not express an audit opinion, review conclusion or any other assurance conclusion on the consolidated financial statements. Our audit opinion relating to the consolidated financial statements of the company for the year ended 31 March 2024 is set out in our Independent Auditor’s Report dated 8 May 2024. #### Use of our report Our report is made solely to the company’s members, as a body, in accordance with ISAE (UK) 3000. Our work has been undertaken so that we might state to the company those matters we are required to state to them in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body for our work, this report, or for the conclusions we have formed. Daryl Winstone FCA (Senior statutory auditor) For and on behalf of Deloitte LLP London, United Kingdom 7 June 2024 Designed and produced by Friend www.friendstudio.com Print Pureprint Group This report has been printed on Amadeus Silk which is FSC ® certified and made from 100% Elemental Chlorine Free (ECF) pulp. The mill and the printer are both certified to ISO 14001 environmental management system. The report was printed by a CarbonNeutral ® printer. ![]() #### Airtel Africa plc 53/54 Grosvenor Street London W1K 3HU England # airtel.africa