Helios Towers PLC

AGM Information • Apr 9, 2020

Helios Towers plc ("the Company")

2020 Annual General Meeting ("AGM") Results

At the Company's Annual General Meeting held at 10.00 a.m. today, Thursday 9 April 2020, all of the resolutions put to the meeting were passed on a poll vote. The results are set out below.

The full text of all the resolutions can be found in the Notice of Annual General Meeting which is available for viewing at the National Storage Mechanism which can be located at http://www.morningstar.co.uk/uk/nsm and from the Company's investor relations website, www.heliostowers.com/investors/investor-home/

	In Favour (including Discretionary)		Against		Total Votes Cast		Votes Withheld
Resolutions	No. of Votes	% of Votes	No. of Votes	% of Votes	No. of Votes	% of issued share capital voted	No. of Votes
Ordinary resolutions
1. To receive the annual accounts of the Company and the reports of the Directors for the financial year ended 31 December 2019 together with the auditor's reports thereon.	698,563,504	100.00%	27,201	0.00%	698,590,705	69.86%	0
2. To approve the annual statement by the Chairman of the Remuneration Committee and the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) set out on pages 76–79 and pages 87–96 respectively of the Annual Report and Accounts for the year ended 31 December 2019.	698,590,706	100.00%	0	0.00%	698,590,706	69.86%	0
3. To approve the Directors' Remuneration Policy set out on pages 80–86 of the Annual Report and Accounts for the year ended 31 December 2019.	692,418,280	99.36%	4,477,870	0.64%	696,896,150	69.69%	1,694,555
4. To elect Samuel Jonah, KBE, OSG as a Director of the Company	603,491,668	89.94%	67,500,661	10.06%	670,992,329	67.10%	27,598,376
5. To elect Kashyap Pandya as a Director of the Company.	683,367,851	97.82%	15,222,855	2.18%	698,590,706	69.86%	0
6. To elect Thomas Greenwood as a Director of the Company.	683,367,851	97.82%	15,222,855	2.18%	698,590,706	69.86%	0
7. To elect Magnus Mandersson as a Director of the Company.	661,249,051	94.65%	37,341,655	5.35%	698,590,706	69.86%	0
8. To elect Alison Baker as a Director of the Company.	698,069,595	99.93%	521,110	0.07%	698,590,705	69.86%	0

9. To elect Richard Byrne as a Director of the Company.	683,930,853	97.90%	14,659,852	2.10%	698,590,705	69.86%	0
10. To elect David Wassong as a Director of the Company.	654,515,575	97.54%	16,476,754	2.46%	670,992,329	67.10%	27,598,376
11. To elect Temitope Lawani as a Director of the Company.	648,824,157	96.70%	22,168,172	3.30%	670,992,329	67.10%	27,598,376
12. To reappoint Deloitte LLP as auditor of the Company.	670,471,219	99.92%	521,110	0.08%	670,992,329	67.10%	27,598,376
13. To authorise the Audit Committee of the Company, on behalf of the Directors, to fix the remuneration of the auditors.	670,471,219	99.92%	521,110	0.08%	670,992,329	67.10%	27,598,376
14. To authorise the Directors to allot securities pursuant to and in accordance with Section 551 of the Companies Act 2006.	661,382,930	94.67%	37,207,776	5.33%	698,590,706	69.86%	0
Special resolutions
15. To authorise the partial disapplication of pre emption rights	695,655,605	99.58%	2,935,101	0.42%	698,590,706	69.86%	0
16.To authorise the disapplication of pre emption rights in connection with an acquisition or specified capital investment	695,628,403	99.58%	2,962,302	0.42%	698,590,705	69.86%	0
17. To authorise the Company to make market purchases pursuant to Section 701 of the Companies Act 2006.	698,563,504	100.00%	27,201	0.00%	698,590,705	69.86%	0
18. To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice.	682,586,151	97.71%	16,004,555	2.29%	698,590,706	69.86%	0

The total number of shares in issue at the voting date is 1,000,000,000. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of votes for and against the resolution.

In accordance with Listing Rule 9.6.2, a copy of all resolutions passed as special business will shortly be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.

A copy of the voting results shown above will also be made available on the Company's website at https://www.heliostowers.com/investors/annual-general-meeting/.

Enquiries

For investor enquiries	investorrelations@heliostowers.com
For media enquiries	Edward Bridges, Stephanie Ellis FTI Consulting LLP +44 (0)20 3727 1000