Financial objectives

Financial performance was assessed against the underlying net revenue, underlying EBITDA and operating free cash flow (OFCF) ranges set for 2025/26.

Personal objectives

Personal objectives for the executive directors during the year are as follows:

Annual bonus awarded

As a result of the performance assessment, the above bonuses were paid to the executive directors. The bonus for the CFO was capped at 105% of salary in line with his maximum bonus opportunity disclosed on his appointment.  

Annual bonus for former CFO

As disclosed last year, Jaideep Paul received a bonus pro-rated for time served in the year and subject to an assessment of company and personal performance. Following the performance assessment, a bonus of $227k was paid – equivalent to a performance outcome of 87.5% of the maximum opportunity based on the same targets set out above for the current CFO. See more on payments for loss of office.

Share awards vesting in relation to 2025/26

On 27 June 2023, the former CFO was granted an RSU award of 181,058 shares subject to an operating free cash flow performance underpin, and a PSP award over 452,646 shares. After pro-rating each award for time served to 9 July 2025, the maximum number of shares that could vest was 122,795 RSU shares, and 306,990 PSU shares subject to performance measured to the end of 31 March 2026 against the below conditions.

All financial targets and achievements are in constant currency.

The underpin for the RSU awards required a positive aggregate operating free cash flow over the three-year performance period ending on 31 March 2026. Over the three financial years, aggregate operating free cash flow was $5,577m, which resulted in the underpin being satisfied.

As a result the following awards will vest:

2025/26 remuneration of non-executive directors (audited)

This table lists the non-executive directors’ remuneration in accordance with UK reporting regulations.

This graph shows the value on 31 March 2026 of £100 invested in Airtel Africa on the date of admission (28 June 2019), compared with the value of £100 invested in the FTSE 250 and FTSE 100 Indices over the same time period.

​CEO remuneration from our listing (28 June 2019)

This table sets out the single figure for the total remuneration paid to the CEO, together with the annual bonus payout and the LTIP payout (both as a percentage of the maximum opportunity). Over time, the data in this table will show the CEO’s remuneration over a ten-year period. FY2021/22 and FY2024/25 are split between the two people acting as CEO during these periods.

CEO pay ratio

As the majority of our employees are based in Africa, with only ten in the UK, we’re not required to publish a CEO pay ratio. Given the numbers of employees in the UK versus those overseas and the fact that the people in the UK are mainly involved in operating our head office, the ratio produced by comparing CEO remuneration with that of our UK employees is likely to be misleading. As such, we’ve decided not to publish this information. However, the Committee takes into account pay relativities and employee wellbeing when setting executive remuneration. We aim to be an employer of choice offering a diverse and inclusive working environment that continues to foster a culture of high performance, wellbeing, skills enhancement and coaching.

Percentage change in remuneration of the directors and employees

This table shows the percentage movement in the salary, benefits and annual bonus for our directors between the current and previous financial years.

Payments to past directors and payments for loss of office (audited)

As disclosed in last year’s remuneration report, Jaideep Paul retired from Airtel Africa and stepped down as CFO and member of the Board on 9 July 2025. The treatment of his remuneration is set out below:

1.

Mr Paul continued to be paid his contractual salary and benefits up to 9 July 2025 following which no further payments were made. In accordance with Mr Paul’s contractual entitlements, which are in-line with local market practice, he was paid an amount of $208k in respect of untaken holiday accrued over his period of service in the Group. As required under Dubai employment law, he also received an end of service benefit that amounted to $143k, which was based on the number of years of service in the country.

2.

As a good leaver he was eligible for a bonus in respect of 2025/26 performance pro-rated for the period from 1 April 2025 to 9 July 2025, subject to the normal performance assessment and paid entirely in cash at the normal time after the completion of the financial year.

3.

As a good leaver, his outstanding deferred bonus and LTIP awards will all vest on the normal vesting dates. His LTIP awards will continue to be subject to the original performance conditions which will be assessed at the end of the performance period and then further reduced pro-rata for the time served during the vesting period up to his date of departure of 9th July 2025.

4.

In October 2023, Mr Paul received a one-off award linked to a successful IPO of Airtel Money within 3 years of grant, with a face value at date of grant of $482k. This award will vest at the normal time subject to the original performance condition.

5.

All outstanding awards will continue to be subject to the post-vesting holding periods set at grant. In addition, he will continue to be subject to the post-employment holding requirement in line with the policy.

The maximum number of deferred shares that could vest are set out in the table in Part 3: Share awards held by executive directors. Other than the amounts disclosed above, there were no other remuneration payments or payments for loss of office. The maximum number of shares that could vest under his outstanding PSU and RSU awards at the time of his departure, subject to the applicable performance conditions and underpins, are set out below:

1 These awards vested in full after the application of pro-rating and the performance condition as set out earlier in this report.

Executive director service contracts

The CEO and CFO have entered into an agreement which may be terminated by either party on six months’ written notice.

Statement of directors’ shareholdings and share interests (audited)

The beneficial and non-beneficial share interests of our directors and their connected persons in line with regulations, as at 31 March 2025 and 31 March 2026 (or on appointment or departure to the Board if different), are listed below.

Executive directors (audited)

The CEO must build up and maintain a shareholding in Airtel Africa equivalent to 250% of base salary within five years of being appointed to the Board. Other executive directors are required to build and maintain a shareholding of 200% of their salary over the same time period. While an executive director is building to this shareholding level, deferred bonus awards (net of expected taxes) that will apply on vesting will count towards this requirement. LTIP shares that have vested and that are within the two-year post-vesting holding period will also count (net of expected taxes). As at 31 March 2026, both the CEO and the CFO had not met the shareholding requirement. 

To deal with unexpected circumstances, the committee has the discretion to make exceptions and allowances if it sees fit.

In addition to the share interests set out above, Sunil Taldar, Kamal Dua and Jaideep Paul have interests of up to $570k, $65k and $482k under the special one-off incentive award granted in relation to a successful IPO of Airtel Money. Awards were granted on 1 October 2023 to the former CFO, on 1 April 2024 to the CEO, and on 1 April 2025 for the CFO and are subject to performance. See the 2024/25 directors’ remuneration report for more on these awards.

Non-executive directors (audited)

There has been no change in the interests of the directors and their connected persons between 31 March 2026 and the date of this report.

Committee governance

The Remuneration Committee is a formal committee of the Board. Its remit is set out in terms of reference available on our website: www.airtel.africa. The committee reviews its performance against these terms each year and is satisfied that it has acted in line with the terms of reference during the year.

Committee composition

Other regular attendees:

• Chief executive officer
• Group head of HR
• Company secretary
• External remuneration consultants

The committee is authorised to seek information from any director and employee and to obtain external advice. The committee is solely responsible for appointing external remuneration advisors and for approving their fees and other terms. The committee recognises and manages conflicts of interest when receiving views from executive directors and other attendees, and no director or other attendee takes part in any discussion about his or her personal remuneration.

In the year, Alvarez & Marsal (A&M) provided remuneration advice and benchmarking data to the committee. They were appointed in light of the experience and expertise of their team in remuneration advisory work, and are expected to provide independent advice. A&M does not undertake any other work for Airtel Africa and has no connection to the Board or any director. A&M have signed the Code of Conduct of the Remuneration Consultants Group requiring their advice to be objective and impartial. As set out in the annual statement, the advice received from A&M is reviewed as part of the annual Board effectiveness review, and the committee is satisfied that the advice received was objective and independent. Total fees paid to A&M for the year in review were £230,573 (excluding VAT) charged on a time and materials basis.

Sums paid to third parties for directors’ services

No sums were paid or received by third parties for the services of any director of Airtel Africa while acting as a director of the company or of any our subsidiaries, or as a director of any other undertaking by our nomination, or otherwise in connection with the management of our company or any undertaking during the year ending 31 March 2026.

Share awards and other awards held by the executive directors (audited)

Sunil Taldar

1 Deferred bonus award with a face value of $305k awarded in relation to the annual bonus for 2024/25. The award normally vests after two years and is subject to malus and clawback. The share price used to determine the award was based on the average closing share price and FX rate for the three dealing days immediately prior to grant of $2.304.

Kamal Dua

Kamal Dua was granted deferred cash awards in November 2023 and June 2024, prior to his appointment as an executive director and CFO. These awards vest in three equal tranches, with 50% of each tranche subject to continued employment and 50% subject to annual performance conditions.

For the 2023 award, $15,300 is due to vest in June 2026 subject to continued employment. An additional maximum amount of $30,600 is due to vest in June 2026, subject to performance conditions. For the 2024 award, $15,917 is due to vest in June 2026 and $15,917 in June 2027, subject to continued employment. An additional maximum amount of $31,833 is due to vest in June 2026 and $31,833 in June 2027, subject to performance conditions. 

Jaideep Paul

Airtel Africa share price

The closing price of an ordinary share on the London Stock Exchange on 31 March 2026 (the last trading day in the financial year) was 344.6p, with the range between 1 April 2025 and 31 March 2026 being 142.5p to 378.4p.

Statement on voting at the 2025 Annual General Meeting (unaudited)

At our 9 July 2025 AGM, votes cast on the directors’ remuneration report and directors’ remuneration policy were as follows:

The policy was last put to a binding shareholder vote at our 4 July 2023 AGM with the following outcome:

On behalf of the Board

Cynthia Gordon
Chair, Remuneration Committee

7 May 2026