PROJECT UNICORN - PROPOSED ACQUISITION OF 75.8% EQUITY STAKE IN NETIS HOLDING LIMITED BY AFRICA TELECOM INFRASTRUCTURE SERVICES

This notification relates to the proposed acquisition of approximately 75.8% equity stake in Netis Holding Ltd (Netis or Target) by Africa Telecom Infrastructure Services, (the ATIS or the Acquirer). By a: (i) Share Subscription Agreement (SSA) dated June 2, 2023, the Acquirer agreed to subscribe to newly issued ordinary shares of the Target; (ii) Share Purchase Agreement (SPA) dated May 14, 2023, the Acquirer agreed to purchase from NEKO, the existing shareholder of the Target, 1,523,475 ordinary shares constituting 75.8% of the issued share capital of the Target; and (iii) Shareholders Agreement ("SHA) dated May 14, 2023, the Acquirer and NEKO, the existing shareholder agreed to regulate their shareholding relationship in the Target (the Proposed Transaction). The SSA, SPA and SHA are hereinafter referred to as the Transaction Documentation. ATIS is a company registered under laws of Mauritius. ATIS has no subsidiaries, investments or business activities in Nigeria. Netis is a company registered under the laws of Mauritius, and involved in the business of designing, building, developing, trading, operating and maintaining telecommunication and energy infrastructures and equipment in Africa. Netis has seventeen (17) subsidiaries across Africa, with one of its subsidiaries in Nigeria - Reime West Africa Limited (Reime NG); and Reime NG designs, builds, develops, trade, operate and maintain telecommunication and energy infrastructures and equipment in Nigeria. ATIS and Netis are foreign entities, and the Proposed Transaction constitutes a foreign-to-foreign merger. There are no horizontal or vertical overlaps between the operations of Netis, Reime NG, and the operations of ATIS in Nigeria. The parties are therefore neither active nor potentially active in the same products or geographical market. Hence, the Proposed Transaction will not raise any competition issues and has no actual or likely effect of preventing, restricting or distorting competition. In furtherance of the Proposed Transaction, the parties will continue to focus on improving and expanding Netis operations, and consequently Reime NGs existing operations within Nigeria. Also, the Proposed Transaction will not have negative impact on the employees and management of Reime NG.