NAIROBI, August 1 – Safaricom shareholders have approved 14 special resolutions at the company’s 2026 Annual General Meeting (AGM), formally aligning the telecommunications operator’s governance framework with its new ownership structure following Vodacom Group’s acquisition of an additional 15% stake through Vodafone Kenya Limited.
The amendments give legal effect to the shareholding changes completed after the transaction and an accompanying internal restructuring. Following the deal, Vodacom Group, through Vodafone Kenya, now holds a 55% stake in Safaricom, while the Government of Kenya retains 20% and the investing public owns the remaining 25%.
One of the most significant changes approved by shareholders relates to the appointment of Safaricom’s Chief Executive Officer. Under the revised Articles of Association, as long as Vodafone Kenya maintains a shareholding above 50%, the company’s Board must appoint the CEO from a list of nominees submitted by Vodafone Kenya.
The governance changes also stipulate that the Chief Finance Officer will automatically serve as the alternate director to the CEO while Vodafone Kenya remains the majority shareholder.
Board representation has also been revised to reflect ownership levels. Vodafone Kenya will be entitled to appoint one director for every complete 10% shareholding, giving it the right to nominate five directors based on its current 55% stake. The National Treasury, with its 20% holding, will be entitled to appoint two directors under the same formula.
The amended Articles further introduce a formal mechanism for resolving board deadlocks. Where directors remain divided after a second review of the same issue, the binding outcome will be determined by the majority of votes cast by directors appointed by Vodafone Kenya and the National Treasury.
Despite reducing its shareholding, the Kenyan government will retain influence over key strategic decisions. Any proposal to materially change the Safaricom brand will require both a 75% board majority and the consent of the Government of Kenya. Government approval will also remain necessary for expansion beyond the company’s existing operations in Kenya and Ethiopia.
Shareholders also approved changes to the company’s dividend governance framework. Under the revised Articles, the Board must comply with Safaricom’s approved dividend policy when declaring interim dividends or recommending final dividends unless shareholders approve an alternative approach. The Board’s authority to allocate reserves will likewise be subject to the approved dividend policy.
In addition, shareholders approved a record final dividend of KSh 1.15 per share, bringing the total dividend for the 2026 financial year to KSh 2.00 per share. The total shareholder payout amounts to KSh 80.13 billion, the largest dividend distribution in Safaricom’s history.
The company said the final dividend will be paid on or around 4 September 2026 to shareholders on the register as of 4 August 2026.
The governance reforms mark a significant shift in Safaricom’s corporate structure, strengthening Vodafone Kenya’s influence over management and board appointments while preserving specific government oversight over the company’s strategic direction and national identity.
