A group of shareholders representing 10% of the shares in First Bank of Nigeria Holdings Plc has formally called for an Extraordinary General Meeting (EGM) under Section 215 (1) of the Companies and Allied Matters Act (CAMA). The request, submitted on Wednesday, compels the company to convene the meeting within 21 days.
The shareholders’ primary agenda is the removal of FBN Holdings Chairman, Mr. Femi Otedola, and Mr. Julius B. Omodayo-Owotuga, a Non-Executive/Deputy Chief Executive of Geregu Power Plc. Allegations against Otedola include a series of corporate governance breaches and alleged undue influence in the management of the bank.
The shareholders claim that Otedola’s rise to the chairmanship was facilitated by the former Central Bank of Nigeria (CBN) Governor, Godwin Emefiele. They allege that Emefiele orchestrated Otedola’s significant share acquisition and pressured the former FirstBank CEO, Dr. Adesola Adeduntan, to support Otedola’s ambitions.
According to the shareholders, Otedola has since consolidated power, sidelining key executives, including Adeduntan, former Chairman Tunde Hassan-Odukale, and Tosin Adewuyi, who was overlooked for the CEO position despite excelling in an interview conducted by an international recruitment agency.
The shareholders expressed concerns that Otedola has turned the bank into a personal enterprise, appointing loyalists to key positions and allegedly pushing for a controversial private placement of ₦360 billion shares. Critics argue that the private placement, instead of a rights issue or public offer, could grant Otedola unchecked control over the financial institution.
It was also alleged that Otedola secured a $45–50 million loan from the African Export-Import Bank (Afreximbank) to further his control through the proposed private placement.
FBN Holdings has been at the center of a battle over share ownership. While Otedola is listed as the largest individual shareholder with a 9.41% stake in the company’s 2023 audited accounts, Barbican Capital, affiliated with Honeywell Group’s Oba Otudeko, is contesting this claim. Barbican Capital alleges that it holds a 15.01% stake and has sued FBN Holdings for misstating its shareholding.
The situation raises questions about regulatory oversight. Shareholders have expressed hope that the Securities and Exchange Commission (SEC) and the Central Bank of Nigeria (CBN) will intervene to address their concerns, particularly regarding the proposed private placement and Otedola’s role.
The turmoil comes on the heels of a significant restructuring at FirstBank, which recently laid off approximately 100 senior staff members. Reports suggest these moves align with Otedola’s alleged efforts to reshape the bank’s leadership.
The requested EGM is expected to be a critical juncture for FBN Holdings as shareholders seek to redefine the institution’s governance and future direction.
