Helios Towers PLC

AGM Information • May 15, 2025

Registered No: 12134855

Helios Towers plc

(the "Company")

The following resolutions relating to special business were passed by shareholders at the Annual General Meeting of the Company held at Linklaters LLP, One Silk Street, London, EC2Y 8HQ at 10.00a.m. on 15 May 2025:

Ordinary Resolutions

Authority to make political donations

• 1. That, in accordance with Part 14 of the Companies Act 2006 (the '2006 Act'), the Company (and all the companiesthat are subsidiaries of the Company at any time during the period for which this Resolution has effect) be authorised in aggregate to:
  2. (a) make political donationsto political organisations or independent election candidates not exceeding £50,000.00 in total; and
  3. (b) incur political expenditure not exceeding £50,000.00 in total (assuch terms are defined in sections 363 to 365 of the 2006 Act), provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000.00 during the period beginning with the date of passing this Resolution and ending at the earlier ofthe conclusion ofthe 2026 AGM or close of business on 30 June 2026.

Directors' authority to allot shares

• 1. To generally and unconditionally authorise the Directors, pursuantto and in accordance with Section 551 of the 2006 Act,to exercise allthe powers of the Company, in substitution for all subsisting authorities,to allotshares or grant rightsto subscribe for or to convert any security into sharesin the Company:
  2. (i) up to an aggregate nominal amount of £3,509,000.00; and
  3. (ii) comprising equity securities(as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £3,509,000.00 in connection with a preemptive offer,

such authoritiesto apply in substitution for all previous authorities pursuantto Section 551 of the 2006 Act and to expire (unless previously renewed, varied or revoked by the Company) at the end of the 2026 AGM of the Company or at the close of business on 30 June 2026 (whicheveris earlier), but in each case so thatthe Company maymake offers and enterinto agreements during the relevant period which would, or might, require sharesto be allotted or rightsto subscribe for orto convert any security into sharesto be granted afterthe authority given by this Resolution has expired.

Forthe purposes ofthis Resolution,

(I) 'pre-emptive offer' means an offer of equity securities open for acceptance for a period fixed by the Directorsto (a) holders(otherthan the Company) on the register on a record date fixed by the Directors of ordinary sharesin proportion to theirrespective holdings(as nearly as may be practicable) and (b) people who are holders of other equity securitiesif

thisisrequired by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights ofthose securities, butsubject in both casesto such exclusions or other arrangements as the Directorsmay deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates orlegal,regulatory or practical problemsin, or under the laws of, any territory; and

(II) the nominal amount of any securitiesshall be taken to be, in the case ofrightsto subscribe for or convert any securitiesinto shares of the Company,the nominal amount ofsuch shares whichmay be allotted pursuantto such rights.

Special Resolutions

Disapplication of pre-emption rights

• 1. Subject to the passing of Resolution 16 above,to authorise the Directorsto allot equity securities (as defined in the 2006 Act) for cash under the authority given by Resolution 16 and/or to sell ordinary shares held by the Company astreasury sharesfor cash asif Section 561 of the 2006 Act did not apply to any such allotment orsale, pursuantto the authority given by paragraph (i) of Resolution 16 above and/or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) ofthe 2006 Act,such authority to be limited to:
  2. (i) the allotment of equity securities orsale oftreasury sharesin connection with a pre-emptive offer;
  3. (ii) the allotment of equity securities orsale oftreasury shares(otherwise than in connection with a pre-emptive offer), up to an aggregate nominal amount of £1,052,700.00; and
  4. (iii)otherwise than under paragraph (i) or (ii) above,the allotment of equity securities orsale of treasury shares up to an aggregate nominal amount equal to 20%. of any allotment of equity securities or sale of treasury sharesfrom time to time under paragraph (ii) above,such authority to be used only forthe purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rightsmost recently published by the Pre-Emption Group prior to the date of this notice.

such authority to expire atthe end ofthe 2026 AGM or at the close of business on 30 June 2026, whichever is earlier, but in each case so that the Company may, in each case, priorto its expiry, make offers, and enterinto agreements, which would, or might,require equity securitiesto be allotted and treasury sharesto be sold after the authority given by this Resolution has expired and the Directorsmay allot equity securities and sell treasury shares under any such offer or agreement asif the authority had not expired.

Forthe purposes ofthis Resolution:

• (I) 'pre-emptive offer' hasthe same meaning asin Resolution 16 above;
• (II) references to an allotment of equity securities shall include a sale of treasury shares; and
• (III) the nominal amount of any securitiesshall be taken to be, in the case ofrightsto subscribe for or convert any securitiesinto shares of the Company,the nominal amount ofsuch shares which may be allotted pursuant to such rights.
• 1. Subject to the passing of Resolution 16 above and in addition to any authority granted under Resolution 17 above, to authorise the Directorsto allot equity securities (as defined in the 2006 Act) for cash pursuant to the authority given by Resolution 16 above and/orsell ordinary shares held by the Company astreasury shares for cash asif Section 561 ofthe 2006 Act did not apply to any such allotment,such authority to be limited to:
  2. (i) the allotment of equity securities orsale oftreasury shares up to an aggregate nominal amount of £1,052,700.00,such authority to be used only forthe purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
  3. (ii) otherwise than under paragraph (i) above,the allotment of equity securities orsale of treasury shares up to an aggregate nominal amount equal to 20%. of any allotment of equity securities or sale of treasury sharesfrom time to time under paragraph (i) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rightsmost recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire atthe end ofthe 2026 AGM or at the close of business on 30 June 2026, whichever is earlier, but in each case so that the Company may, in each case, priorto its expiry, make offers and enterinto agreements which would, or might,require equity securitiesto be allotted and treasury sharesto be sold after the authority given by this Resolution has expired and the Directorsmay allot equity securities and sell treasury shares under any such offer or agreement asif the authority had not expired.

Authority to purchase own shares

• 1. To unconditionally and generally authorise the Company for the purposes of Section 701 ofthe 2006 Actto make one or more market purchases(as defined in Section 693(4) of the 2006 Act) ofits ordinary shares of £0.01 each, such authority be limited to: :
  2. (a) the maximumnumber of ordinary shares whichmay be purchased is 105,270,000;
  3. (b) the minimum price (exclusive of expenses) which may be paid for each ordinary share shall be equal to the fixed nominal value in respect ofsuch share, currently being £0.01;
  4. (c) themaximumprice (exclusive of expenses) which may be paid for each ordinary share is an amount equalto the higher of:

(i) 105%. ofthe average of the closing price ofthe Company's ordinary shares as derived from the London Stock Exchange Daily Official Listforthe five business daysimmediately preceding the day on which such ordinary share is contracted to be purchased; and

(ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out, asstipulated by the Technical Standards made by the Financial Conduct Authority pursuant to article 5(6) of the

UK Market Abuse Regulation as regards exemptions for buy-back programmes and stabilisation of financial instruments; and

(d) this authority shall expire atthe conclusion of the 2026 AGM or, if earlier at the close of business on 30 June 2026 (except in relation to the purchase of ordinary sharesthe contract for which was concluded before the expiry ofsuch authority and which might be executed wholly or partly aftersuch expiry), unless such authority isrenewed prior to such time.

Notice of General Meetings

1. To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice.

……………………….

Paul Barrett Company Secretary Helios Towers plc

Registered Office: Level 21, 8 Bishopsgate, London, EC2N 4BQ