Helios Towers PLC

Proxy Solicitation & Information Statement • Mar 27, 2023

The Chairman of Helios Towers plc (the 'Company') invites you to attend the Annual General Meeting of the Company to be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ on 27 April 2023 at 10.00 a.m.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 27 April 2023

Register at www.investorcentre.co.uk - manage your shareholding online, the easy way!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 25 April 2023 at 10.00 a.m.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman of the AGM, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 703 6049 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 703 6049 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

Poll Card To be completed only at the AGM if a Poll is called.

1.	Ordinary Resolutions To receive the Annual Report and Accounts for the year ended 31 December 2022.		Vote For Against Withheld
2.	To approve the annual statement by the Chairman of the Remuneration Committee and the Directors' Remuneration Report.
3.	To approve the Directors' Remuneration Policy.
4.	To re-elect Sir Samuel Jonah, KBE, OSG as a Director.
5.	To re-elect Tom Greenwood as a Director.
6.	To re-elect Manjit Dhillon as a Director.
7.	To re-elect Magnus Mandersson as a Director.
8.	To re-elect Alison Baker as a Director.
9.	To re-elect Richard Byrne as a Director.

10.	To re-elect Helis Zulijani-Boye as a Director.
11.	To re-elect Temitope Lawani as a Director.
12.	To re-elect Sally Ashford as a Director.
13.	To re-elect Carole Wamuyu Wainaina as a Director.
14.	To reappoint Deloitte LLP as auditors of the Company.
15.	To fix the remuneration of the auditors.
16.	To authorise the Company to make political donations.
17.	To authorise the Directors to allot shares.
	Special Resolutions
18.	To disapply pre-emption rights.
19.	To allot equity securities for cash.
20.	To authorise the Company to purchase its own shares.
21.	To authorise the Directors to call a 14 day notice period for general meetings.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman of the AGM. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

*

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Helios Towers plc to be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ on 27 April 2023 at 10.00 a.m., and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an ^{X X} inside the box as shown in this example.

Ordinary Resolutions		For	Against Withheld	Vote			For	Vote Against Withheld
1.	To receive the Annual Report and Accounts for the year ended 31 December 2022.				12.	To re-elect Sally Ashford as a Director.
2.	To approve the annual statement by the Chairman of the Remuneration Committee and the Directors' Remuneration Report.				13.	To re-elect Carole Wamuyu Wainaina as a Director.
3.	To approve the Directors' Remuneration Policy.				14.	To reappoint Deloitte LLP as auditors of the Company.
4.	To re-elect Sir Samuel Jonah, KBE, OSG as				15.	To fix the remuneration of the auditors.
	a Director.				16.	To authorise the Company to make political
5.	To re-elect Tom Greenwood as a Director.					donations.
6.	To re-elect Manjit Dhillon as a Director.				17.	To authorise the Directors to allot shares. Special Resolutions
7.	To re-elect Magnus Mandersson as a Director.				18.	To disapply pre-emption rights.
8.	To re-elect Alison Baker as a Director.				19.	To allot equity securities for cash.
9.	To re-elect Richard Byrne as a Director.				20.	To authorise the Company to purchase its own shares.
10.	To re-elect Helis Zulijani-Boye as a Director.				21.	To authorise the Directors to call a 14 day notice period for general meetings.
11.	To re-elect Temitope Lawani as a Director.
						I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature Date

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In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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