Safaricom PLC has released the official agenda for its 2026 Annual General Meeting (AGM), scheduled for Friday, 31 July 2026. It features sweeping legal reorganization of its corporate power structures.
Requisitioned directly by major shareholder Vodafone Kenya Limited (VKL), a total of 14 Special Resolutions will be put to a shareholder vote. If approved by the required 75% majority, these changes will structurally realign the relationship between multinational investors and the Kenyan State, cementing the long-term governance architecture of East Africa’s premier technology enterprise.
1. Executive leadership and nomination veto
The most significant operational shift lies within the rewritten framework for appointing top leadership. Under the proposed amendment to Article 103 (Special Resolution 9), the Board of Directors’ power to appoint a Chief Executive Officer becomes conditional.
For as long as VKL holds more than 50% of the nominal value of the issued and fully paid share capital, the Board will be legally mandated to select the CEO exclusively from a list of nominees provided by VKL. Furthermore, a new Article 97A rules that the sitting Chief Financial Officer (CFO) will automatically serve as the designated Alternate Director to the CEO under the same ownership thresholds. This dual-lock mechanism gives VKL absolute structural control over the executive leadership pipeline.
2. Hardcoded board tranches
The proposed amendments replace previous generalized guidelines with mathematical board allocation rules tied directly to equity tranches:
- The 10% Floor Requirement: Both VKL (Article 89b) and the Cabinet Secretary to the Treasury (CST, representing the Government of Kenya under Article 89c) will possess the unilateral right to appoint, remove, or replace one Director for every complete 10% block of shares they hold.
- Kenyan Character Mandate: To balance the heavy institutional weight of global shareholders, Article 89(a) dictates that the board must consist of at least seven directors and that a majority of the Independent Non-Executive Directors must hold Kenyan citizenship. Article 103 reinforces this by stating that directors must actively encourage a “predominantly Kenyan character” within the company’s Senior Management and Executive Committee.
3. Vetoes
Operating a massive utility of national importance requires safety valves for when things grind to a halt. Safaricom is proposing two heavy-duty legal shields to navigate sovereign relationships and strategic gridlocks:
The Deadlock Resolution Mechanism (Article 116A)
In the event of an executive tie or split vote at the board level, a multi-stage resolution process is triggered. If a second round of deliberations fails to resolve the matter, the final decision of the Board will automatically lean toward whatever was approved by the majority of the specific directors appointed by VKL and the CST. The entire company will be bound by this combined institutional voting bloc.
National Security and Brand Safeguards (Article 102)
The revised Article 102 grants the Government of Kenya direct veto power over high-level corporate actions. No material changes to the Safaricom brand can be approved unless a 75% supermajority of directors vote in favor and the express consent of the Government of Kenya is obtained. Similarly, any geographic expansion into territories outside of Kenya and Ethiopia is strictly prohibited without explicit state clearance.
4. FY26 performance highlights
While the legal battle lines are being drawn in the Articles of Association, Safaricom’s core business continues to yield immense financial returns. The FY26 financial statements demonstrate deep macroeconomic resilience:
- Total revenue grew to Ksh. 427 billion, up from Ksh. 387 billion million in FY25. Group service revenue alone accounted for Ksh. 414.14 billion of this total.
- Consolidated Group profit for the year surged over 60% to Ksh. 73 billion (FY25: Ksh. 45 billion). Net income attributable to the parent equity holders reached Ksh. 95 billion, signaling a massive recovery for core owners even as the company continues to absorb an accounting loss of Ksh. 21 billion from non-controlling interests in its expansion markets.
- Shareholders will be handsomely rewarded. Following a Ksh. 0.85 interim dividend paid out in March 2026, the board has recommended a final dividend of Ksh. 1.15 per share, bringing the total annual yield to Ksh. 2.00 per share.
5. The future
Operationally, Safaricom’s 25th year marked its official structural transition from a traditional telco into a platform-led technology giant (TechCo).
A major highlight of the year was the deployment of Fintech 2.0, a microservices-led architecture that successfully migrated M-PESA into an AI-enabled infrastructure. The upgrade effectively expanded system processing capacities from 4,500 to 6,000 transactions per second (TPS), providing the structural security required to scale the company’s newer savings and wealth platforms, such as the Ziidi Money Market Fund and Ziidi Trader.
Furthermore, Safaricom clinched a vital regulatory milestone by securing a 25-year unified license from the Communications Authority of Kenya. This long-term license provides complete regulatory clarity for the company’s massive ongoing investments in 5G, fiber infrastructure, and regional data centers well into the future.