Days after lifting its Safaricom stake to about 55%, Vodacom faces its first test as majority owner: a shareholder vote on 14 special resolutions that would give Vodafone Kenya firmer control of East Africa’s most valuable company.
- •The resolutions would give Vodafone five board appointment rights, allow it to nominate Safaricom’s CEO while it holds more than 50%, create a deadlock mechanism for major shareholder-appointed directors, and preserve Government consent over brand changes and expansion outside Kenya and Ethiopia.
- •The vote will take place at Safaricom’s Annual General Meeting on 31 July 2026, less than a month after Vodacom completed its KSh 272 billion acquisition of an additional 20% effective stake in the company.
- •The transaction shifted Safaricom’s ownership structure, lifting Vodacom’s control to about 55%, reducing the National Treasury’s stake to 20%, and leaving other investors with about 25%.
The proposed amendments now seek to translate that new ownership structure into Safaricom’s Articles of Association.
The most consequential change is the proposed CEO appointment rule. For as long as Vodafone Kenya holds more than 50% of Safaricom, the company’s CEO would be appointed from a list of nominees provided by Vodafone Kenya. The proposal also says the Board should encourage a predominantly Kenyan character in senior management and the executive committee.
The second major change is board representation. Vodafone Kenya would have the right to appoint one director for every complete 10% shareholding. Based on its 54.94% stake, that gives it five director appointment rights. The National Treasury would get two appointment rights from its 20% stake under the same formula.
The board structure would also become more flexible. The resolutions propose a minimum of seven directors, remove the current maximum cap, and require a majority of independent non-executive directors to be Kenyan citizens.
The proposed deadlock mechanism gives the two largest shareholder blocs a formal route to resolve unresolved board disputes. If a matter remains deadlocked after a second review, the binding decision would be the one approved by the majority of directors appointed by Vodafone Kenya and the National Treasury.
The Government’s direct ownership has fallen, but its strategic protections remain. A material change to the Safaricom brand would require a 75% board vote and Government consent. Expansion outside Kenya and Ethiopia would also require Government approval.
Dividend powers would also be tightened. Directors would be required to comply with the approved dividend policy when paying interim dividends or recommending final dividends, unless shareholders approve otherwise. Their discretion to set aside reserves would also be subject to that policy.
Other proposed changes are administrative but still part of the wider governance reset. They update the Government shareholder reference from PST to CST, clarify the definition of Vodafone Kenya Limited, revise who may call an extraordinary general meeting where there is no board quorum, make board quorum a simple majority, and allow written or electronic board resolutions to pass by simple majority.
Safaricom’s Board has taken no position on the proposals. In its explanatory memorandum, the Board says it neither recommends that shareholders vote for nor against the resolutions. Each amendment requires approval by at least 75% of votes cast.
