The 14 Resolutions That Could Reshape Safaricom’s Governance

Safaricom shareholders woke up to an Annual General Meeting notice that, at first glance, looks like the kind of legal document few people would voluntarily read. Spread across several pages are fourteen special resolutions, dozens of references to the company’s Articles of Association, and enough legal language to discourage even the most diligent investor.

Behind the legal drafting, however, the message is straightforward.

The proposals did not originate from Safaricom’s board. They were submitted by Vodafone Kenya Limited, which exercised its rights under Section 312 of the Companies Act. The law allows qualifying shareholders to require a company to place specific resolutions before all shareholders, provided the necessary ownership threshold and procedural requirements are met. Vodafone’s request was submitted on July 6, ahead of the AGM notice, making it valid under the Act. Safaricom was therefore legally required to circulate all fourteen proposals exactly as submitted.

One question many shareholders may ask is whether the board supports the proposed amendments.

The answer is no, but equally important, it does not oppose them either.

In its accompanying memorandum, the board makes it clear that it is offering no recommendation for or against any of the fourteen resolutions. Rather than directing shareholders on how to vote, it has left the decision entirely in their hands, allowing every investor to assess the proposals independently.

That neutrality should not be mistaken for certainty about the outcome.

Each proposal is a special resolution, meaning it requires at least 75 percent of votes cast to pass—far above the simple majority required for ordinary business. Voting will be conducted by poll, ensuring every share carries equal weight regardless of whether a shareholder attends the meeting physically or participates through a proxy.

To help investors make an informed decision, Safaricom has published the complete wording of every proposed amendment, together with a marked-up version showing exactly how each change would alter the current Articles of Association. Shareholders therefore have several weeks to review the proposals before voting at the AGM on July 31.

Should the resolutions receive the required support, the revised Articles will be lodged with the Registrar of Companies within fourteen days, creating a public record of the amendments. The Capital Markets Authority does not approve changes to a company’s Articles of Association; under Kenyan law, that responsibility rests solely with shareholders.

Viewed outside the legal terminology, the process is relatively straightforward. A shareholder has proposed amendments to the company’s governance framework. The law required those proposals to be presented to every shareholder. The board has chosen not to endorse or reject them. The final decision will now be made by the owners of the company through a supermajority vote at the AGM.

Whatever the outcome on July 31, the process itself reflects an important principle of corporate governance: significant constitutional changes are decided openly, transparently, and by shareholders themselves.

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