Airtel Africa PLC

Proxy Solicitation & Information Statement • Jun 19, 2023

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

If you would prefer to participate online in the AGM, please visit: meetnow.global/AAFAGM2023. For further information on online participation, please refer to the enclosed documents.

Form of Proxy - Annual General Meeting to be held on 4 July 2023 at 11.00 am (UK time)

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

Control Number: 918275

PIN: SRN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

View the Notice of Meeting and Annual Report online: https://airtel.africa/#/pages/investors

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

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 30 June 2023 by 11.00 am (UK time).

Explanatory Notes:

• 1. The Company is inviting shareholders to attend and participate in the AGM in person or electronically. Details on how to join the meeting can be found in the Notice of Meeting. To attend the meeting electronically, you will need the Meeting ID meetnow.global/AAFAGM2023 and your unique SRN and PIN which can be found on your Form of Proxy. If you return your Form of Proxy and intend to join the hybrid meeting online, please make a note of these numbers. Please also refer to the Notice of Meeting for instructions on how a proxy or corporate representative can join the meeting.
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 703 0027 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. 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 Chair of the meeting, 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).
  • Kindly Note: This form is issued only to the addressee(s) and is specific to the 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. 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.
• 5. 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 6.30 pm (UK time), on the day which is two business 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.
• 6. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 7. 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 0027 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 8. Any alterations made to this form should be initialled.
• 9. The completion and return of this form will not preclude a member from attending the meeting and voting in person or online.

All Named Holders

Form of Proxy

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

*

	I/We hereby appoint the Chair 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 Airtel Africa plc to be held at First Floor, 53/54 Grosvenor Street, London, United Kingdom, W1K 3HU and electronically via the Computershare platform on 4 July 2023 at 11.00 am (UK time), 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 inside the box as shown in this example.
		For	Against	Vote Withheld				For	Against	Vote Withheld
1.	Ordinary Resolutions To receive the accounts and the reports of the directors and the auditor for the year ended 31 March 2023.				14.	To re-elect Annika Poutiainen as a director.
2.	To approve the directors' remuneration report, other than the part containing the directors' remuneration policy, in the form set out in the Company's annual report and accounts for the year ended 31 March 2023.				15.	To re-elect Ravi Rajagopal as a director.
3.	To approve the directors' remuneration policy in the form set out in the directors' remuneration report in the Company's annual report and accounts for the year ended 31 March 2023.				16.	To re-elect Kelly Bayer Rosmarin as a director.
4.	To consider and, if thought fit, approve the amendments to the rules of the Airtel Africa Long-Term Incentive Plan.				17.	To re-elect Akhil Gupta as a director.
5.	To declare a final dividend for the year ended 31 March 2023 of US\$ 0.0327 for each ordinary share in the capital of the Company.				18.	To re-elect Shravin Bharti Mittal as a director.
6.	To re-elect Sunil Bharti Mittal as a director.				19.	To reappoint Deloitte LLP as auditor of the Company to hold office until the conclusion of the next general meeting of the Company at which the accounts and reports of the directors and auditor are laid.
7.	To re-elect Olusegun Ogunsanya as a director.				20.	To authorise the Audit and Risk Committee of the Board to determine the remuneration of the auditor.
8.	To re-elect Jaideep Paul as a director.				21.	To authorise the Company and any subsidiary of the Company to make political donations and incur political expenditure.
9.	To re-elect Andrew Green as a director.				22.	THAT the directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to allot shares in the Company.
10.	To re-elect Awuneba Ajumogobia as a director.				23.	Special Resolutions THAT the directors be and they are hereby authorised pursuant to section 570 and section 573 of the Companies Act 2006 to disapply pre-emption rights over certain allotments of shares.
11.	To re-elect Douglas Baillie as a director.				24.	THAT the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of US\$ 0.50 each.
12.	To re-elect John Danilovich as a director.				25.	THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.
13.	To re-elect Tsega Gebreyes as a director.				26.	THAT the Company reduce its share capital by cancelling and extinguishing all of the issued and fully paid up deferred shares of USD \$0.50 each.

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

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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