CORRECTED-Africa-focused IHS settles with second-largest shareholder Wendel

(Corrects headline and paragraph 1 to read "Africa-focused" (not "Nigeria-based"))

JOHANNESBURG, Jan 16 (Reuters) -

Africa-focused cell tower operator IHS Holding Ltd and its second largest shareholder Wendel said on Tuesday they have reached an agreement on corporate governance matters, including lowering the ownership threshold for investors to nominate directors.

IHS is embroiled in a shareholder dispute with mobile operator MTN Group, its largest shareholder with a 26% stake, along with the French financial investor Wendel and activist investor Blackwells Capital over governance issues.

According to the Business Day publication, matters escalated when Wendel filed a case with the Grand Court of the Cayman Islands that sought to force a vote at IHS around governance proposals after the board failed to put them forward at its June shareholders' meeting.

Wendel and MTN, which together own about 45% of the company, argued among other things that all shareholders with at least a 10% stake should have the power to nominate board members.

In the agreement reached with Wendel, the ownership threshold for shareholders to nominate directors or bring business before a general meeting would be lowered to 10% from the current 30% on an individual shareholder basis following IHS' 2024 annual general meeting (AGM), and on an aggregate basis following the 2025 AGM, the companies said in separate statements.

A new right will be introduced for shareholders owning at least 25% of shares to request a general meeting following IHS' 2025 AGM, while the threshold for removing a director by shareholders' vote would be lowered to a 50% majority from the current 2/3 majority, they added.

In addition, following IHS' 2025 AGM, all directors would be elected on an annual basis instead of waiting for their tenure to end.

These proposals will be put up for shareholders' approval at the company's upcoming AGM.

IHS added that given the commercial relationship with some of its shareholders, "appropriate considerations including certain limitations on the ability of these shareholders to exercise those additional rights have been included in the proposal."

IHS, with 40,000 towers across 11 markets, has a commercial relationship with MTN as the telco leases some towers from IHS.

MTN said in an emailed response it notes the proposals agreed between Wendel and IHS and that discussions regarding its governance concerns remain ongoing. (Reporting by Nqobile Dludla; Editing by Muralikumar Anantharaman)