Fresh from increasing its effective stake in Safaricom to nearly 55 per cent, Vodacom is seeking shareholder approval for a series of governance changes that would strengthen its influence over East Africa’s largest listed telecommunications company.
The proposals, set to be tabled at Safaricom’s Annual General Meeting on 31 July 2026, comprise 14 special resolutions aimed at aligning the company’s governance framework with its revised ownership structure. The meeting comes weeks after Vodacom completed a KSh272 billion transaction to acquire an additional 20 per cent effective stake in Safaricom.
If approved, the amendments would grant Vodafone Kenya five board appointment rights, allow it to nominate the Chief Executive Officer while it retains a majority shareholding, establish a formal mechanism for resolving board deadlocks, and preserve government approval over changes to the Safaricom brand and expansion beyond Kenya and Ethiopia.
The acquisition reshaped Safaricom’s shareholding, increasing Vodacom’s control to approximately 54.94 per cent, while the National Treasury’s stake declined to 20 per cent. Other shareholders now collectively hold about 25 per cent of the company.
One of the most significant proposals would give Vodafone Kenya the exclusive right to nominate candidates for the CEO position as long as it owns more than half of Safaricom’s shares. Despite this, the Board would be expected to maintain a predominantly Kenyan character within senior management and the executive leadership team.
Board representation would also change under the proposed Articles of Association. Vodafone Kenya would be entitled to appoint one director for every full 10 per cent shareholding, translating to five board appointments based on its current stake. The National Treasury would be allocated two appointments under the same formula.
The resolutions further seek to make the Board more flexible by setting a minimum of seven directors without imposing a maximum limit. They also require the majority of independent non executive directors to be Kenyan citizens.
To address governance disputes, the proposals introduce a formal deadlock resolution process. Where disagreements remain unresolved after a second review, the final decision would rest with the majority of directors appointed by Vodafone Kenya and the National Treasury.
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Although the government’s ownership has reduced, several strategic safeguards would remain intact. Any significant rebranding of Safaricom would still require approval from 75 per cent of the Board alongside government consent. Similarly, expansion into markets outside Kenya and Ethiopia would continue to require state approval.
The amendments also tighten dividend governance by requiring directors to adhere to the company’s approved dividend policy when declaring interim dividends or recommending final payouts, unless shareholders approve an alternative approach. The Board’s ability to allocate reserves would likewise be governed by the same policy.
Additional proposals include updating references to the government’s shareholding entity from the Principal Secretary to the Cabinet Secretary, clarifying the legal definition of Vodafone Kenya Limited, revising procedures for convening extraordinary general meetings where there is no Board quorum, simplifying quorum requirements to a simple majority, and allowing written or electronic Board resolutions to be passed by a majority vote.
Safaricom’s Board has remained neutral on the proposed changes, stating in its explanatory memorandum that it is neither recommending nor opposing the resolutions. Each proposal will require the support of at least 75 per cent of votes cast by shareholders to be adopted.
