Safaricom Statement on Proposed Acquisition of 15% Shares by Vodafone Kenya Limited

Safaricom PLC (Incorporated in Kenya under the Companies Act, Registration Number C. 8/2002) announces proposed acquisition by Vodafone Kenya Limited of 15% of the issued shares in Safaricom PLC from the Government of the Republic of Kenya and an internal reorganisation of Vodafone Kenya Limited.

The shareholders of Safaricom PLC ("Safaricom") are advised that on 03 December 2025, Safaricom was served with a notice of intention by Vodafone Kenya Limited ("Vodafone Kenya") not to make a mandatory take-over offer to the shareholders of Safaricom PLC ("Notice of Intention").

The Notice of Intention notifies Safaricom that Vodafone Kenya has an intention to acquire an additional 6,009,814,200 ordinary shares (the "Additional Shares") in Safaricom from the Government of Kenya ("GOK") representing a 15% stake in Safaricom (the "GOK Share Acquisition"). Concurrent to the GOK Share Acquisition, Vodacom Group Limited ("Vodacom" or the "Ultimate Offeror"), the 87.5% majority shareholder of Vodafone Kenya, will be increasing its stake in Vodafone Kenya to 100%, via an internal reorganisation that will involve the purchase of Vodafone International Holdings B.V's ("Vodafone") fifty (50) ordinary shares (the "Vodafone Kenya Shares"), representing a 12.5% stake in Vodafone Kenya (the "Vodafone Kenya Acquisition") and resulting in the acquisition of a 4.99% indirect stake in Safaricom.

Consequently, the GOK Share Acquisition, in combination with the Vodafone Kenya Acquisition, will result in Vodafone Kenya holding a 55% shareholding in Safaricom. The GOK and the general public investors will retain approximately 20% and 25% of Safaricom's shareholding, respectively. The GOK Share Acquisition and the Vodafone Kenya Acquisition are inter-conditional shareholder to shareholder transactions and are expected to be completed simultaneously.

By acquiring the Additional Shares, Vodafone Kenya will be deemed to have acquired effective control of Safaricom and presumed to have a firm intention to make a take-over of Safaricom pursuant to regulation 3(2)(a) of the Capital Markets (Take-overs & Mergers) Regulations, 2002 ("Take-over Regulations") thus triggering the provisions of regulations 3(1) and 4 of the Take-over Regulations.

Vodafone Kenya does NOT intend to launch a take-over offer of Safaricom. In this regard, Vodafone Kenya will be applying to the Capital Markets Authority of Kenya ("CMA") for an exemption under regulation 5(1) of the Take-over Regulations from complying with the mandatory take-over procedures set out in regulation 4 of the Take-over Regulations.

Based on the Notice of Intention, the Proposed Transaction shall be comprised of:

(a) the acquisition by Vodafone Kenya of the Additional Shares for a consideration of KES 204.3 billion (approx. USD 1.6 billion) at a price of KES 34.00 per share;

(b) the acquisition by Vodacom of the Vodafone Kenya Shares for a consideration of KES 68.1 billion (approx. USD 0.5 billion), resulting in VGL owning 100% of Vodafone Kenya's share capital directly and approximately 55% of Safaricom's share capital indirectly; and

(c) Vodafone Kenya buying the right to receive future Safaricom dividends for an upfront payment of KES 40.2 billion to the GOK, in lieu of future dividends that will accrue to the GOK's residual 20% shareholding in Safaricom.

Completion of the Proposed Transaction is subject to approval from certain governmental and regulatory authorities in Kenya including the Kenyan Cabinet, Kenyan National Assembly, CMA, Communications Authority of Kenya, Central Bank of Kenya, COMESA Competition Commission and the East African Community Competition Authority.

The public announcement on the Notice of Intention will be made available on Safaricom's website: https://www.safaricom.co.ke/. Further announcements in relation to the Proposed Transaction will be made available to Safaricom's shareholders as and when required under the Take-over Regulations and the Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023.

Shareholders of Safaricom and the investing public are advised to exercise caution when dealing in the shares of Safaricom.

Legal Adviser to Safaricom PLC

By Order of the Board

Linda Mesa Wambani
Company Secretary
Safaricom PLC

04 December 2025

NBMA Advocates LLP (ENS)
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Waiyaki Way, Nairobi