Exhibit 10.1


 


 


 


	IHS
    HOLDING LIMITED


 


	CONSOLIDATED

                                                                                         

    RULES OF
    THE IHS HOLDING LTD

     

    LONG-TERM
INCENTIVE Plan (“LTIP”)



 


Version: September 2020    



 






     


     


    

 


 




 


TABLE OF CONTENTS


 





	1	Definitions	1
	2	Introduction	3
	3	Grant of Options	3
	 	3.1	Grant of Options	3
	 	3.2	Exercise price	3
	 	3.3	Statement of Grant	3
	 	3.4	No payment	4
	 	3.5	Performance Targets	4
	 	3.6	Rejection of Option	4
	 	3.7	Acceptance of terms	4
	4	Options not transferable	4
	5	Vesting and Exercise – general rules	4
	 	5.1	Consequence of Vesting	4
	 	5.2	Liquidity Event trigger	4
	 	5.3	Notification of Liquidity Event	5
	 	5.4	Vesting on a Liquidity Event	5
	 	5.5	Options become exercisable on a Liquidity Event	5
	 	5.6	Sale as Liquidity Event	5
	 	5.7	Lock Up	5
	 	5.8	In-kind Consideration	5
	6	Termination of Employment	6
	 	6.1	Good Leavers	6
	 	6.2	Other Leavers	6
	 	6.3	Termination for Cause	7
	 	6.4	Call Option on Termination	7
	7	Exercise of Options	7
	 	7.1	Exercise in whole only	7
	 	7.2	How to exercise	7
	 	7.3	Transfer of Shares	7
	8	Cash Alternative	8
	9	Withholding of taxes	8
	10	Share Rights	8
	 	10.1	Share rights depend on record date	8
	 	10.2	Shares subject to Company articles	8
	 	10.3	Fair Value	8


 






     


     


    

 


 




 


	11	Terms of employment	9
	12	Adjustments and Reorganisations	9
	 	12.1	Adjustment of Options	9
	 	12.2	Reorganisations	9
	13	Plan Limits	10
	 	13.1	Numerical Limit	10
	 	13.2	Variation of share capital	10
	14	Data protection	10
	15	General	10
	 	15.1	Notices	10
	 	15.2	Committee decisions final and binding	11
	 	15.3	Regulations	11
	 	15.4	Power of Committee to Execute Documents	11
	16	Changing the Plan	11
	 	16.1	General board powers to amend the Rules	11
	 	16.2	Shareholders’ Agreement	11
	 	16.3	Changes to disadvantage of Optionholders	11
	 	16.4	Changes for overseas operation	12
	 	16.5	Termination of the Plan	12
	17	Governing law and jurisdiction	12
	18	Language of Plan	12
	Schedule 1 - Cash Options 	13
	1	Rules	13
	2	Cash Options	13


 






     


     


    

 


 




 


		1	Definitions



 


In this Plan:


 


“Affiliate”
means with respect to the person, any other person that directly or indirectly Controls, or is Controlled by, or is under common Control
with, that person;


 


“Asset
Sale” means a sale (by one transaction or a series of related transactions) to one person, or to persons acting in concert,
of all or substantially all of the assets of the Company (save for any internal reorganization pursuant to which the transferee is under
common Control with the transferor);


 


“Board”
means the Board of Directors for the time being of the Company or a duly constituted committee of the Board (including, for the avoidance,
the Committee);


 


“Business
Day” a day on which banks are open for the transaction of business in Port Louis, Mauritius and London, England;


 


“Company”
means IHS Holding Limited a company currently incorporated in Mauritius with company number: 111334;


 


“Cause”
means any case where the Optionholder breaches any of the material terms of their employment agreement and the breach continues for a
period of ten (10) days without remedy following the receipt of written notice from the Company or their employer (if different);
or if the Optionholder is found guilty fraud, embezzlement, misappropriation, gross misconduct, or wilful negligence in the performance
of his duties;


 


“CEO”
means the Company’s Chief Executive Officer;


 


“Committee”
means the compensation committee appointed pursuant to the Shareholders’ Agreement;


 


“Constitution”
means the legal constitution of the Company as in force from time to time;


 


“Control”
means the power to direct the management or policies of a Person, directly or indirectly, whether through the ownership of shares or
other securities, by contract or otherwise; provided that, in any event, the direct or indirect ownership of more than fifty percent
(50%) of the voting share capital of a Person is deemed to constitute Control of that Person, and “Controlling” and “Controlled”
have corresponding meanings;


 


“Eligible
Employee” means any person who is employed or engaged by any Member of the Group;


 


“Exercise
Event” means the event on which an Option shall be automatically exercised, as set out in the Statement of Options;


 


“Exercise
Price” means the amount payable for each Class A Share on the exercise of an Option, which may be nil;


 


“Exit
Distribution” means any distribution of capital following either (i) the passing of a resolution for the winding up of
the Company; or (ii) an Asset Sale;


 


“Exit
Value” has the meaning set out in the Constitution;


 


“Fair
Value” means the fair market value of a Class A Share as determined by the Board pursuant to Rule 10.3;


 


“Good
Leaver” has the meaning set out in Rule 6.1;


 


“Grant
Date” means the date an Option is granted;


 






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“Group”
the Company and its direct and indirect parent undertakings from time to time and any subsidiary undertakings of the Company or the Company’s
direct and indirect parent undertakings from time to time (and “Member of the Group” shall be construed accordingly);


 


“Lapse
Date” means the date on which an Option lapses which, in normal circumstances, is the twelfth anniversary of the Grant Date;


 


“Leaving
Date” means the date upon which the Optionholder is no longer employed, or otherwise engaged, by any Member of the Group, but
for the purposes of the Plan, the Optionholder shall not be regarded as no longer employed or otherwise engaged if he remains an employee
of, or remains engaged by, another Member of the Group or he becomes an employee of, or engaged by, another Member of the Group within
seven days of leaving the employment or engagement of a Member of the Group;


 


“Liquidity
Event” means a Listing or a Sale;


 


“Listing”
means the admission of shares in the Company (or a holding company or subsidiary company of the Company inserted for the purposes of
such admission) to listing on any securities exchange and/or trading on any public trading market;


 


“LTIP
1” means The IHS Holding Limited Long Term Incentive Plan, approved by the Board on 13 May 2014;


 


“LTIP
2” means The 2014 IHS Holding Limited Long Term Incentive Plan, approved by the Board on 16 December 2014;


 


“LTIP
2B” means The 2017 IHS Holding Limited Long Term Incentive Plan (“LTIP2B”), approved by the Board in 2017;


 


“LTIP
3” means The 2017 IHS Holding Limited Long Term Incentive Plan (“LTIP3”), approved by the Board in 2017;


 


“Option”
means a right to acquire Shares granted under this Plan;


 


“Option
Exercise Date” means the later of:


 


		·	the
                                            day on which the Option is exercised according to these Rules; and



 


		·	if
                                            any statute, regulation or any code adopted by the Company prohibits the exercise of Options
                                            on the day which would otherwise be the Option Exercise Date under these Rules, the first
                                            subsequent Business Day on which the Optionholder is permitted to exercise an Option, provided
                                            such date is before the Lapse Date;



 


“Optionholder”
means an Eligible Employee holding (or who has held) an Option or his personal representative;


 


“Plan”
means each of LTIP1, LTIP2, LTIP2B and LTIP3,as changed from time to time;


 


"Rules"
means these rules which are the consolidated rules of each of the Plans (as amended from time to time);


 


“Sale”
either: (a) a Share Sale, or (b) an Asset Sale;


 


“Shareholders’
Agreement” means the agreement dated November 4, 2014 made between the shareholders of the Company (as amended or replaced
from time to time);


 






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“Share
Sale” any sale or other acquisition of shares in the Company in one transaction or a series of transactions pursuant to which
one person, or persons acting in concert, acquires Control of the Company;


 


“Shares”
means Class A Shares, Class B Shares and Class C Shares (as defined in the Constitution), and/or such other class of share
which may be admitted to trading on a Listing, as applicable;


 


“Statement
of Options” has the meaning set out in Rule 3.3;


 


“Trustee”
means the trustee of a trust of which the relevant Optionholder is a beneficiary; and


 


“Vesting”
has the meaning set out in Rule 5, and “Vesting Date” and “Vested” shall be construed accordingly.


 


Interpretation


 


In this Plan, the
singular includes the plural and vice versa and the masculine includes the feminine. Headings should be ignored in construing the Plan.


 


		2	Introduction



 


The Company has
introduced a succession of Long Term Incentive Plans on materially identical terms in order to provide an opportunity for Eligible Employees
selected by the Company to acquire Class A Shares in the Company. This document sets out, in a consolidated form, the terms and
conditions under which the Options were granted.


 


The terms set out
in these Rules apply equally to Options granted, as the case may be, under LTIP, LTIP2, LTIP2B or LTIP3.


 


		3	Grant
                                            of Options



 


		3.1	Grant
                                            of Options



 


The Board
(acting through the Committee and on the recommendation of the CEO) may, in its sole discretion, grant to an Eligible Employee an Option
to acquire such number of Class A Shares as it may determine. Such Options may be granted in various tranches and each tranche may
Vest at different times and may have different Exercise Prices.


 


The Board
(acting through the Committee and on the recommendation of the CEO) will determine the process for making grants. This may involve a
requirement for the Eligible Employee to accept the terms of the offer before the grant is made.


 


Options
will be granted by deed.


 


		3.2	Exercise
                                            price



 


The Board
(acting through the Committee and on the recommendation of the CEO) will set the Exercise Price(s), or the formula by which they shall
be calculated, on the Grant Date.


 


		3.3	Statement
                                            of Grant



 


Each
Optionholder will, as soon as practicable after the Grant Date, be sent a statement (the “Statement of Options”) in
a form determined by the Board, setting out details of the Option granted including:


 


		3.3.1	the
                                            number of Class A Shares over which the Option is granted;



 


		3.3.2	the
                                            Exercise Price or Prices;



 


		3.3.3	the
                                            Vesting Date or Dates;



 


		3.3.4	the
                                            Exercise Event; and



 


		3.3.5	the
                                            Lapse Date.



 






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		3.4	No
                                            payment



 


Optionholders
do not have to pay for the grant of an Option.


 


		3.5	Performance
                                            Targets



 


Options
may be subject to performance targets. If any performance targets are attached to the Options, this will be detailed in the Statement
of Options.


 


		3.6	Rejection
                                            of Option



 


An Optionholder
may, by notifying the Company in writing within twenty-one days after the receipt of the Statement of Grant, confirm that he does not
want to accept the Option. If this happens, the Option will be treated as never being granted under the Plan.


 


		3.7	Acceptance
                                            of terms



 


If no
notice rejecting the Option is received by the Company within the specified time, the Optionholder shall be deemed to have unconditionally
accepted the Option as of the Grant Date on the terms and conditions as set out in this Plan.


 


		4	Options
                                            not transferable



 


An Optionholder
may not transfer, encumber, assign or otherwise dispose of an Option or any rights in respect of it or deal in an option or other derivative
instrument involving the Class A Shares in connection with an Option granted to him. If an Optionholder tries to do so, whether
voluntarily or involuntarily, then the relevant Option will immediately lapse.


 


Where the Optionholder
is deprived of the legal or beneficial ownership of the Option by operation of law, or does anything or omits to do anything which causes
him to be so deprived or becomes bankrupt, all his Options will lapse.


 


This Rule does
not apply to the transmission of an Option on the death of an Optionholder to a duly authorised representative of the Optionholder’s
estate.


 


		5	Vesting
                                            and Exercise – general rules



 


		5.1	Consequence
                                            of Vesting



 


An Option
Vests on the Vesting Date or Dates set out on the statement mentioned in Rule 3.3 or on such earlier date as the Board may prescribe
pursuant to these Rules. The Option does not become exercisable on Vesting. The consequence of Vesting is that an Option which has Vested
is treated differently from an Option which has not Vested on termination of employment, as explained in Rule 6.


 


		5.2	Liquidity
                                            Event trigger



 


No Option
may be exercised unless there is a Liquidity Event.


 






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		5.3	Notification
                                            of Liquidity Event



 


If there
is a Liquidity Event the Company will notify all Optionholders of the Liquidity Event as soon as practicable, and no later than seven
days after the event.


 


		5.4	Vesting
                                            on a Liquidity Event



 


On a
Liquidity Event all the Options will Vest.


 


		5.5	Options
                                            become exercisable on a Liquidity Event



 


Except
as set out below, on a Liquidity Event all Options shall be immediately, and automatically, exercised to the extent set out in the Statement
of Options, subject always to Rule 9 (Withholding of taxes); provided that, notwithstanding the foregoing, at the discretion
of the Board (acting through the Committee and on recommendation of the CEO), in the event of a Liquidity Event that is a Listing, all
Options shall be immediately, and automatically, exercised to the extent set out in the Statement of Options following the effectiveness
of the filing of a Form S-8 with the Securities and Exchange Commission relating to the underlying shares received following the
Option exercise are registered with the Securities and Exchange Commission. As a condition of grant of the Option, the Option holder
shall be deemed to have given his or her unequivocal consent to the automatic exercise of the Option upon the occurrence of an Exercise
Event in accordance with these Rules and the terms further set out in the Statement of Options.


 


		5.6	Sale
                                            as Liquidity Event



 


If the
Liquidity Event is a Sale, Options will not become exercisable but, subject to Rule 5.8 (In-kind consideration), instead will be
settled by payment to the Optionholder of an amount per Class A Share equal to the Exit Value that would otherwise be distributed
in respect of a Class A Share in accordance with Article 8.3 of the Constitution, minus the Exercise Price. If the Exercise
Price in respect of any Option is higher than the Exit Value relating to a Class A Share, no payment will be made in respect of
that Option, and it will lapse immediately.


 


		5.7	Lock
                                            Up



 


On a
Listing, some or all Optionholders may be subject to a lock up period. At the time of the Listing the Board (acting through the Committee
and on the recommendation of the CEO) will determine who should be subject to the lock up, how long the lock up should last and how the
lock up should be implemented (for example by deferring the right of the Optionholders to exercise some or all of the Options until the
expiry of the lock up period).


 


		5.8	In-kind
                                            Consideration



 


Any amount
of cash that would otherwise be payable in cash by the Company to Optionholders upon a Sale shall, if the Committee so decides, be payable
in-kind (in the form of securities with full unrestricted market value equal to the aggregate Fair Value of the Class A Shares under
Option less the aggregate Exercise Price relating to such Options), provided always that any such in-kind payment shall only be made
in instances where payment under Rule 5.6 is required to be made at the same time as the sale or disposal of other ordinary shares
in the Company, and on the same terms.


 






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		6	Termination
                                            of Employment



 


		6.1	Good
                                            Leavers



 


If an
Optionholder is no longer employed by, or engaged by, any Member of the Group for any of the reasons set out below then he will be treated
as a “Good Leaver”.


 


The reasons
are:


 


		i)	his
                                            death;



 


		ii)	retirement
                                            at the normal retirement age in accordance with the Group’s internal policies from
                                            time to time, or as otherwise agreed with the Company;



 


		iii)	ill
                                            health, injury or disability (other than due to alcohol or drug dependency) evidenced to
                                            the satisfaction of the Board;



 


		iv)	his
                                            employing business unit ceasing to be a Member of the Group; or



 


		v)	being
                                            made redundant.



 


Where
the Optionholder becomes a Good Leaver, the Board (acting through the Committee and on the recommendation of the CEO) will determine
whether some or all of his Options (irrespective of the extent already Vested) should immediately Vest and be accelerated in accordance
with the remainder of this Rule 6.1.


 


If the
Options are accelerated then they will be settled in cash by the Company within 90 days of the Leaving Date even if there has been no
Liquidity Event. The cash amount payable will equal the excess of the aggregate Fair Value of the Class A Shares subject to the
Option on the Leaving Date over the aggregate Exercise Price. If the Exercise Price in respect of any Option is higher than or equal
to the Fair Value, no payment will be made in respect of that Option, and it will lapse immediately. If the Options are not to be accelerated
then the Options will continue to Vest under the original Vesting schedule and, upon the occurrence of a Liquidity Event, shall, subject
to Rule 5.6, Rule 5.7, and Rule 5.8, be exercised automatically, subject to the terms of the Statement of Options.


 


		6.2	Other
                                            Leavers



 


If the
Optionholder is no longer employed by, or engaged by, any Member of the Group other than (i) for a Good Leaver reason, or (ii) for
a reason other than for Cause, then the following rules shall apply.


 


All unvested
Options will lapse on the Leaving Date unless, prior to leaving employment or engagement as the case may be, the Optionholder had been
continuously employed or otherwise engaged by any Member of the Group for a period of not less than 10 years in which case all the unvested
Options will also Vest and continue to be held subject to the Rules.


 


All Vested
Options will not lapse and shall continue to be held by the Optionholder subject to the remainder of this Rule 6.2.


 


The Board
(acting through the Committee and on the recommendation of the CEO) will determine whether, and the extent to which, the Vested Options
should have accelerated settlement or not.


 


If the
Options are accelerated then they will be settled in cash by the Company within 90 days of the termination even if there has been no
Liquidity Event. The cash amount payable will equal the excess of the aggregate Fair Value of the Class A Shares on the date of
termination over the aggregate Exercise Price. If the Exercise Price in respect of any Option is higher than or equal to the Fair Value
on the date of termination, no payment will be made in respect of that Option, and it will lapse immediately.


 


If the
Options are not to be accelerated then, upon and following the occurrence of a Liquidity Event, the Options shall, subject to Rule 5.6,
Rule 5.7, and 5.8, be exercised automatically subject to the terms of the Statement of Options.


 






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		6.3	Termination
                                            for Cause



 


If the
Optionholder is no longer employed by, or engaged by, any Member of the Group by reason of Cause, then all his Options, both Vested and
unvested, will lapse on the Leaving Date.


 


		6.4	Call
                                            Option on Termination



 


On any
termination of employment or engagement, however caused, the Company shall have the right to call for any Class A Shares held by
a terminating Optionholder at the aggregate Fair Value. If the Company elects to exercise this call option, it shall notify the Optionholder
and shall pay the cash due to the Optionholder within the period of 90 days after the Leaving Date.


 


		7	Exercise
                                            of Options



 


		7.1	Exercise
                                            in whole only



 


If an
Option is exercisable, it shall be exercised to the fullest number of Shares that apply to the Option at that time.


 


		7.2	How
                                            to exercise



 


Options
shall be exercised on each Optionholders’ behalf by the Board (acting through the Committee and on the recommendation of the CEO),
which may be through a paper or an electronic process.


 


If so
determined by the Board (acting through the Committee and on the recommendation of the CEO), the exercise of an Option will furthermore
be conditional upon receipt by the Company or its duly appointed agent of such additional documents or communication as the Board (acting
through the Committee and on the recommendation of the CEO) may specify.


 


		7.3	Transfer
                                            of Shares



 


On or
after the Option Exercise Date, the Company will, as soon as reasonably possible but subject to any dealing code or other restriction
which may apply, arrange for the issue or transfer of Shares to the Optionholder, or arrange for either (i) a transfer of Shares
to a Trustee; or (ii) a declaration of trust by a Trustee, to the effect that (in either case) the Trustee holds the relevant Shares
as nominee for, or on trust for, the Optionholder on such terms as may be determined by the Board.


 


All transfers
or issuances of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force.
The Optionholder will be responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity
for any such consent.


 






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		8	Cash
                                            Alternative



 


If the Board (acting
through the Committee and on the recommendation of the CEO) determines that due to any applicable laws an Option may not reasonably be
satisfied with Class A Shares the Board (acting through the Committee and on the recommendation of the CEO) may, in its sole discretion,
determine not to arrange for the transfer of Class A Shares to an Optionholder who exercises his Option, but instead to pay to him
a cash amount. This cash amount will be equal to the amount by which the aggregate Fair Value of the Class A Shares on the Option
Exercise Date in respect of which the Option is exercised exceeds the aggregate Exercise Price.


 


Alternatively,
the Board (acting through the Committee and on the recommendation of the CEO) may arrange to net settle in shares to the value of that
cash amount. If the Board (acting through the Committee and on the recommendation of the CEO) so determines, the Optionholder need not
pay the Exercise Price or, if he has paid it, the Company will repay the Exercise Price to him.


 


		9	Withholding
                                            of taxes



 


The Optionholder
is responsible for all duties, taxes, charges or expenses which may arise on the acceptance of the grant and/or the Vesting and/or the
exercise of an Option and/or the sale or purchase of shares. It is the Optionholder’s personal responsibility to make all necessary
personal tax declarations in respect of his own tax liability arising from the foregoing.


 


The Company, any
employing or former employing Member of the Group, a Trustee, or their respective duly appointed agents, as the case may be, may withhold
such amount and make such arrangements as it considers necessary to meet any liability to taxation or social security contributions in
respect of the Option. These arrangements may include the sale of a sufficient number of shares on behalf of an Optionholder to raise
funds to discharge the liability, unless the Optionholder discharges the liability himself and presents to the Company to its satisfaction
documents or other evidence of such discharge of liability.


 


		10	Share
                                            Rights



 


		10.1	Share
                                            rights depend on record date



 


If an
Option is exercised, Optionholders will be entitled to all rights attaching to the Shares (e.g. voting and dividends) by reference to
a record date on or after the date of transfer of such Shares to the Optionholder. They will not be entitled to rights before that date.


 


		10.2	Shares
                                            subject to Company articles



 


Shares
acquired on the exercise of Options will be subject to the Constitution of the Company, or other Member of the Group as appropriate,
as amended from time to time.


 


		10.3	Fair
                                            Value



 


The Board
(acting through the Committee and on the recommendation of the CEO) will determine the Fair Value at least every six months upon release
of audited (or submitted to a limited review) financial accounts in accordance with this Rule 10.3.


 


Where
Fair Value needs to be determined for any particular date under this Plan, the most recent valuation prior to that date will be used.


 


Where
there has been no Liquidity Event, Fair Value may be determined by any reasonable means and will be calculated on the assumption that
(i) a Liquidity Event had occurred with an Exit Value equal to 12 x the EBITDA for the previous twelve months, less Net Debt, and
(ii) all Class A Shares were sold for cash and the proceeds distributed in accordance with Article 8.3 of the Constitution.


 


For the
purposes of this Rule 10, EBITDA and Net Debt shall be derived, as the Board determines, from the latest audited (or submitted to
a limited review) financial accounts for the Company.


 


For the
avoidance of doubt, on any Liquidity Event, the Fair Value will be the Exit Value.


 






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		11	Terms
                                            of employment



 


Nothing
in this Plan will form part of the contract of employment of an Optionholder. The rights and obligations of an Optionholder or an Eligible
Employee under the terms and conditions of his employment will not be affected by the Plan or any participation in the Plan.


 


No Optionholder
will have any right to compensation or damages or any other sum or benefit in respect of his ceasing to participate, or ceasing to be
eligible to participate, in the Plan or in respect of any loss or reduction of any rights or expectation under the Plan in any circumstances,
whether arising as a result of the termination of his employment with a Member of the Group for whatever reason or otherwise. Participation
in the Plan is permitted only on the basis that all or any such right as might otherwise arise is excluded and waived. The award of Options
in no way (a) guarantees continuing employment with any Member of the Group, (b) determines the level of any future grant of
an Option, or (c) guarantees that any future grant of an Option will be made.


 


		12	Adjustments
                                            and Reorganisations



 


		12.1	Adjustment
                                            of Options



 


Upon
any recapitalization of the Company through a split-up of the outstanding shares of capital stock or a combination or consolidation of
the outstanding shares into a lesser number or the subdivision of the Company’s outstanding shares into a greater number of shares,
appropriate adjustment will be made by the Board (acting through the Committee and on the recommendation of the CEO) to:


 


		(i)	the
                                            number of Class A Shares comprised in; and/or



 


		(ii)	the
                                            Exercise Price,



 


of each
Option, such as would entitle the Optionholder to receive on the exercise of such Option the same economic benefit that he would have
received in the absence of any such event.


 


		12.2	Reorganisations



 


Where
there is a reorganisation of the Company and the Board considers that the shareholders of the acquiring company, immediately after it
has obtained control of the Company, are substantially the same as the shareholders of the Company immediately before then, or that the
obtaining of control amounts to a merger, and the Board and the acquiring company consent to an exchange of Options under this Rule,
then Options over the Class A Shares will not Vest, but instead all such Options will be automatically exchanged for new options
over shares in the acquiring company, or such other body corporate as the Board may determine. The new option must be equivalent in value
to the original Option.


 


		12.3	Listing



 


On, or
in anticipation of, a Listing of Shares in the Company or another Member of the Group, the Board shall be entitled to make such adjustments
to the Options, including the exchange of options as if Rule 12.2 (Reorganisations) applied, as may be necessary to exchange
existing rights over Class A Shares to such other Shares as may be the subject of such Listing. The new option, or replacement option
as the case may be, shall be equivalent in value to the original Option.


 






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		13	Plan
                                            Limits



 


		13.1	Numerical
                                            Limit



 


The maximum
number of Class A Shares which may be granted under an Option subject to each Plan, cannot exceed in aggregate 11,908,240,215 Class A
Shares, unless prior authorisation has been obtained from the shareholders of the Company.


 


		13.2	Variation
                                            of share capital



 


If there
is a variation of the share capital of the Company then, once authorisation has been obtained from the shareholders of the Company, the
numerical limit may be adjusted to take account of the variation.


 


		14	Data
                                            protection



 


The Company
may process the Optionholder’s personal data as necessary to administer the Plan and this option and will do so in accordance with
the terms of the Company’s Employee Privacy Notice (the “Privacy Notice”), which is available on the IHS Group
Intranet or from the IHS Group HR team. Details of the sources from which the Optionholder’s personal data may be collected, the
categories of data affected, the recipients to whom such data may be disclosed, the Company’s data protection compliance measures,
the Optionholder’s rights with respect to the processing of such personal data, and relevant contact details for data protection
questions and concerns, are provided in the Privacy Notice.


 


By participating
in the Plan and accepting an Option, the Optionholder agrees to:


 


		(i)	abide
                                            by the provisions of all applicable laws regarding the processing of personal data;



 


		(ii)	abide
                                            by the provisions of all Company policies and procedures regarding the processing of personal
                                            data, from the date on which such policies and procedures are provided to the Optionholder;;
                                            and



 


		(iii)	at
                                            all times maintain the security and confidentiality of all personal data processed in the
                                            course of the Optionholder’s duties.



 


		15	General



 


		15.1	Notices



 


Any notice
or other document which has to be given to an Optionholder under or in connection with the Plan may be:


 


		15.1.1	delivered
                                            or sent by post to him at his place of work or home address according to the records of his
                                            current or last employing Member of the Group; or



 


		15.1.2	sent
                                            by electronic mail (e-mail) to any e-mail address which according to the records of his current
                                            or last employing Member of the Group is used by him;



 


or to
such other address or in such other form which the Company considers appropriate.



 






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Any notice
or other document which has to be given to the Company or other duly appointed agent under or in connection with the Plan may be delivered
or sent by post to it at its respective registered office (or such other place as the Board or duly appointed agent may from time to
time decide and notify to Optionholders). With the approval of the Company, and subject to any conditions it may impose, such notice
or document may also be sent by e-mail any to e-mail address notified to the sender.


 


Notices
sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to an Optionholder
who is working outside the country of residence of the Company or its duly appointed agent, as the case may be, will be deemed to have
been given on the seventh day after the date of posting.


 


Notices
sent by e-mail, in the absence of evidence to the contrary and subject to any conditions which the Company may impose, will be deemed
to have been received on the day after sending.


 


		15.2	Committee
                                            decisions final and binding



 


The decision
of the Committee on the interpretation of the Plan or in any dispute relating to an Option or matter relating to the Plan will be final
and conclusive.


 


		15.3	Regulations



 


The Board
(acting through the Committee and on the recommendation of the CEO) may in its sole discretion make or vary regulations for the administration
and operation of the Plan.


 


		15.4	Power
                                            of Committee to Execute Documents



 


The Committee
(acting on the recommendation of the CEO) shall have full power to execute any documents on behalf of an Optionholder who has ceased
to be an employee (or who has died) to give effect to these Rules including, without limitation, the exercise of any Option and
the delivery of Class A Shares.


 


		16	Changing
                                            the Plan



 


		16.1	General
                                            board powers to amend the Rules



 


Subject
to Rule 16.2 and 16.3, the Board (acting through the Committee and on the recommendation of the CEO) may at any time change the
Plan in any way. The Board may give written notice of any changes made to any Optionholder affected.


 


		16.2	Shareholders’
                                            Agreement



 


No changes
may be made to the Plan which would be contrary to the Shareholders’ Agreement, unless the consent of the parties to that agreement
is given to such change.


 


		16.3	Changes
                                            to disadvantage of Optionholders



 


No amendments
shall be made to the Plan which would have the effect of abrogating or altering adversely in any material respect the rights of any Optionholder
in respect of any Option granted to him, except with the Optionholder’s written consent.


 






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		16.4	Changes
                                            for overseas operation



 


Notwithstanding
anything to the contrary contained in these Rules, the Board (acting through the Committee and on the recommendation of the CEO) may
at any time by resolution and without further formality establish further sub-plans or schedules to this Plan to apply in overseas territories
governed by rules similar to these Rules but modified to take account of local tax, exchange control or securities laws, regulation
or practice provided that any shares made available under any such sub-plan or schedule shall be treated as counting against any limits
on overall participation in the Plan.


 


		16.5	Termination
                                            of the Plan



 


The Board
may terminate the Plan at any time. If this is not done, the Plan will terminate on the tenth anniversary of the date on which the Plan
was approved by the Board, but Options granted before any such termination will continue to be valid and exercisable as described in
these Rules.


 


		17	Governing
                                            law and jurisdiction



 


English law governs
the Plan and all Options and their construction. The English Courts have exclusive jurisdiction in respect of disputes arising under
or in connection with the Plan or any Option.


 


		18	Language
                                            of Plan



 


The language of
the Plan is English. In the event of any conflict with any version in any other language, the English language version will apply.


 






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Schedule 1 -
Cash Options


 


		1	Rules



 


The Rules of
the Plan shall apply mutatis mutandis to a right to receive a cash sum granted or to be granted pursuant to this Schedule (a “Cash
Option”) as if it was an Option to acquire actual shares in the Company, except as set out in this Schedule.


 


		2	Cash
                                            Options



 


		2.1	Grant



 


The Board
(acting through the Committee and on the recommendation of the CEO) may grant or procure the grant of a Cash Option upon the terms set
out below.


 


		2.1.1	Each
                                            Cash Option shall be expressed to relate to a given notional number of Class A Shares.



 


		2.1.2	The
                                            amount of the cash sum to be paid to the Optionholder on the exercise of the Cash Option
                                            shall be equal to the amount by which the Fair Value on the Exercise Date of the notional
                                            Class A Shares over which the Cash Option is expressed to relate exceeds the Exercise
                                            Price.



 


		2.1.3	The
                                            cash sum payable shall be paid by the Company within 30 days of the exercise of the Cash
                                            Option, net of any deductions (on account of tax or similar liabilities) as may be required
                                            by law.



 






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