Introduction

This Nominations Committee report for 2025/26 outlines our strategic initiatives in succession planning, Board changes and senior leadership appointments.

During the year, our committee focused on ensuring the Group has the right leadership, succession depth and organisational culture to support Airtel Africa’s long-term strategy.

Succession planning supports a strong and diverse pipeline of future leaders. Diversity is embedded across our multicultural Board, leadership and workforce, with 39 nationalities represented at Airtel Africa. We continue to promote inclusion across culture, age, gender, tenure and background. Women represent 25.8% of operating company Executive Committee members (excluding MDs), 24.7% of senior management and 29.9% of employees overall.

Culture and engagement remained a priority for us. Our committee endorsed the Group’s talent, culture and employee-engagement initiatives and received regular updates on leadership development and mobility programmes. These include Africa and India mobility initiatives, job rotation opportunities, the Global Talent Accelerator and the Commercial Masterclass. 

We supported enhanced direct engagement between the Board and employees to strengthen our understanding of organisational culture and employee sentiment, including regular Employee Connect sessions hosted by independent non-executive directors. Our committee discussed ways of working and the development of a shared One Airtel culture. The Board sets the tone from the top and monitors behaviours that promote ownership, strong controls and a culture of compliance.

Evolving our Board

This year we made several key Board changes, welcoming new members who bring diverse perspectives and expertise to our team. These appointments are in line with our commitment to maintain a dynamic and effective Board.

As shared in last year’s report, Kamal Dua, joined the Board upon his appointment as an executive director and formally assumed duties as CFO following the July 2025 AGM, having taken over operations from 1 April. 

Cynthia Gordon joined the Board on 1 April 2025 as an independent non-executive director and has chaired the Remuneration Committee since January.

Several key Board changes will take effect at our July 2026 AGM.

As stated in my introduction to the governance report, I will retire as chair at end of our next AGM and Gopal Vittal will be appointed as chair with effect from the same date. Gopal brings the experience and leadership required to lead the Board effectively and support the delivery of the Group’s long-term strategy. At the same time, Shravin Bharti Mittal will be appointed as deputy chair.

We recognise that Gopal is not independent upon appointment, being a nominee director of the controlling shareholders. The safeguards currently in place to ensure robust corporate governance in this situation will remain. These include appointing Tsega Gebreyes as senior independent director to act as a sounding board and support for the chair and as an intermediary for other directors and shareholders. These arrangements are part of the Board’s ongoing approach to orderly succession planning and governance improvements.

Annika Poutiainen has informed the Board that she will retire as a non-executive director of Airtel Africa at the conclusion of the 2026 AGM, at which point she will have served for over seven years. I’d like to thank Annika for her significant contribution as a Board and Audit and Risk Committee member, and for her leadership in establishing and embedding the Group’s sustainability strategy as Board sustainability champion. She has upheld the Group’s commitment to high standards of governance and financial reporting while in these roles.

Enhancing our senior leadership team

The committee received regular updates from the CEO and chief HR officer on senior leadership succession, covering incumbent performance, internal successor readiness, overall talent depth and gender balance and the impact of geopolitical and macroeconomic developments across the Group.

The committee reviewed succession plans for the Board and senior leadership, including the Executive Committee, senior management and OpCo managing directors. We also endorsed key leadership appointments, including OpCo managing and finance directors and senior Airtel Money roles. As planning for Airtel Money’s IPO, the committee assessed leadership capability, depth and resilience to ensure there is the experience required to operate effectively in a listed environment.

We also continue to strengthen our ExCo, OpCos and Airtel Money teams with leaders who embody our values and strategic vision. Appointments during the year included:

• Amadou Dina as managing director of Airtel Niger (July 2025)
• Brahim Nallar as managing director of Airtel Chad (July 2025)
• Sanjay Chakrabarti as managing director of Airtel Rwanda (November 2025)
• Samir Waman as finance director of Airtel Nigeria (December 2025)
• Denise Chamoun Assaf as company secretary of Airtel Money (January 2026)

Our work to identify high-potential executives and encourage their development led to several key internal promotions, including Samir Waman mentioned above.

Engaging with our people

Employee engagement remains a priority, with initiatives now embedded to strengthen communication and collaboration across the organisation. The Employee Connect programme, sponsored by our senior independent director, continues to enable independent non-executive directors to engage directly with employees through regular virtual sessions. This supports open dialogue and reinforces the Board’s oversight of culture in line with the Corporate Governance Code. Key observations this year were the positive response to the employee share scheme and effective tech support, as well as the desire for increased marketing efforts and more autonomy in choosing local CSR projects.

Evaluating our Board

As part of its key responsibilities, this Committee oversaw the annual Board performance evaluation. This was conducted through a tailored, externally facilitated questionnaire covering the Board, its committees, all directors and the company secretary. The evaluation focused on:

• The Board’s effectiveness in overseeing the company’s strategy and operating context
• Its understanding of markets and technological developments
• The effectiveness of leadership, succession and talent management arrangements, Board composition and dynamics
• The quality of Board engagement, challenge and decision-making
• The Board’s role in overseeing culture, values and accountability

The evaluation confirmed that the Board and its committees are operating effectively, with an appropriate balance of skills, experience and independence, and that all directors (including the chair) continue to perform strongly and devote sufficient time to their roles.

All directors, except for Annika Poutiainen and myself, put themselves up for reappointment by shareholders at the upcoming AGM. Each of our independent non-executive directors seeking appointment or reappointment is independent in judgement and character.

I welcome questions from shareholders on our committee’s activities. To discuss any aspect of this report please contact me through our company secretary, Simon O’Hara (see General shareholders’ information for his contact details).

I’ll be attending our 2026 AGM and look forward to the opportunity to meet you and answer your questions there.

Sunil Bharti Mittal
Chair, Nominations Committee

7 May 2026