Safaricom Announces Proposed Acquisition of 15% Stake by Vodafone Kenya

Nairobi, Kenya – 04 December 2025: Safaricom PLC has formally disclosed that the company received a Notice of Intention on 3 December 2025 from Vodafone Kenya Limited, outlining a proposed acquisition of an additional 15% of Safaricom’s issued shares from the Government of Kenya (GOK). The notice also details an internal reorganisation within Vodafone Kenya Limited and its parent entities.

The Notice of Intention was issued to Safaricom’s shareholders to clarify that although Vodafone Kenya seeks to increase its stake in the company, it does not intend to launch a mandatory take-over offer, a process typically required when such acquisitions occur. Instead, Vodafone Kenya will apply to the Capital Markets Authority of Kenya (CMA) for an exemption under Regulation 5(l) of the Take-over Regulations.

Breakdown of the Proposed Transaction

The proposed multi-step transaction includes:

1. Acquisition of Additional Shares from the Government of Kenya

Vodafone Kenya intends to acquire 6,009,814,200 ordinary shares, amounting to a 15% stake in Safaricom, for KES 204.3 billion (approximately USD 1.6 billion) at KES 34 per share.
This purchase is referred to as the GOK Share Acquisition.

2. Internal Reorganisation Within Vodafone Group

Vodacom Group Limited (Vodacom), majority shareholder in Vodafone Kenya, aims to increase its stake in Vodafone Kenya to 100%. This will occur through:

• Vodacom acquiring Vodafone International Holdings B.V.’s 50 ordinary shares in Vodafone Kenya, representing 12.5% of Vodafone Kenya.
• This step, known as the Vodafone Kenya Acquisition, will give Vodacom full ownership of Vodafone Kenya and indirectly result in a 4.99% additional indirect stake in Safaricom.

3. Acquisition of Vodafone Kenya Shares by Vodacom

Vodacom will further acquire the Vodafone Kenya Shares for KES 68.1 billion (approx. USD 0.5 billion), resulting in Vodacom wholly owning Vodafone Kenya and indirectly controlling around 55% of Safaricom’s share capital.

4. Upfront Payment for Future Safaricom Dividends

Vodafone Kenya will pay the Government of Kenya KES 40.2 billion, representing an upfront buy-out of future dividends related to the GOK’s remaining 20% shareholding in Safaricom.

Impact on Shareholding Structure

If approved:

• Vodafone Kenya will hold 55% of Safaricom’s total shareholding.
• The Government of Kenya’s shareholding will reduce, with the public and institutional investors continuing to hold approximately 25%.
• The GOK Share Acquisition and Vodafone Kenya Acquisition are inter-conditional and planned to be executed simultaneously.

Under Kenyan capital markets regulations, acquiring the additional 15% stake automatically triggers take-over provisions. However, Vodafone Kenya seeks an exemption to avoid the mandatory take-over process.

Regulatory Approvals Required

Completion of the transaction is subject to approvals from:

• The Capital Markets Authority (CMA)
• Kenyan Cabinet
• National Assembly
• Central Bank of Kenya
• Communications Authority of Kenya
• COMESA Competition Commission
• East African Community Competition Authority

Safaricom noted that further updates will be shared on its website and communicated to shareholders as required.

Safaricom advises shareholders and the investing public to exercise caution when dealing in Safaricom shares while the proposed transaction undergoes regulatory review.