Safaricom is set to undergo significant corporate changes following Vodacom’s increase in ownership to 55%, with shareholders expected to vote on the revised Articles of Association at the company’s AGM on 31st July 2026.
Safaricom shareholders will among others, vote of the resolution that Safaricom’s next CEO be appointed by the Board from a list of nominees submitted by Vodacom for as long as it holds more than 50%.
The Government retains the right to appoint 2 directors to the Board through its remaining 20% stake, while Vodacom will appoint one director for every complete 10% held.
Any material change to the Safaricom brand will require Government consent and approval from at least 75% of the Board.
The AGM will also consider the resolution that Safaricom will require Government consent before expanding into any market beyond Kenya and Ethiopia. Where the Board remains deadlocked after a second vote, the position supported by a majority of Government- and Vodacom-appointed directors will prevail and bind the company.
Other resolutions to consider is that Safaricom must maintain at least 7 directors and include independent non-executive directors, a majority of whom must be Kenyan citizens. Directors are to encourage a predominantly Kenyan Senior Management team and Executive Committee, though this is not set as a binding numerical quota.
The revised article of association also states that Safaricom’s Chief Finance Officer will automatically serve as the CEO’s alternate director whenever the CEO is absent, for as long as Vodacom owns more than 50%.
The revised Articles of Association place into Safaricom’s constitutional documents the governance agreement between the Government and Vodacom and the conditions attached to the Government’s partial divestiture.
Safaricom’s Board has issued an explanatory memorandum on the 14 special resolutions proposed by Vodafone Kenya Limited for the 31 July 2026 AGM.
Vodafone Kenya’s requisition was received on 6th July 2026, just 25 days before the AGM and less than the usual six-week notice period; however, because it was received before the AGM notice was issued, it remained valid under the Companies Act.
Each amendment will be voted on separately and will pass only if approved by at least 75% of votes cast by eligible shareholders, in person or by proxy, with voting conducted by poll.
The Board has made no recommendation on the resolutions and has disclosed that some directors are nominees of Vodacom and the Government and therefore have interests in the proposals. Vodacom and the Government remain entitled to vote on the resolutions despite their direct interests in the proposed amendments.
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