FBN Holdings Plc: Key Resolutions Passed at the 12th Annual General Meeting
Date: November 15, 2024
Location: Lagos, Nigeria (Virtual Meeting)
Resolutions Passed:
1. Approval of Financial Statements
• Shareholders received and approved the Audited Accounts for the financial year ending December 31, 2023, along with the accompanying reports from Directors, Auditors, Board Appraisers, and the Audit Committee.
2. Dividend Payment
• A dividend of ₦14.36 billion (₦0.40 per 50 kobo share) was approved, subject to withholding tax.
3. Election of Directors
The following individuals were elected:
• Dr. Abiodun Fatade – Non-Executive Director
• Kofo Dosekun – Independent Non-Executive Director
• Dr. Alimi Abdul-Razaq – Independent Non-Executive Director
• Dr. (Sir) Peter Aliogo – Independent Non-Executive Director
• Olusegun Alebiosu – Non-Executive Director
• Adebowale Oyedeji – Group Managing Director
4. Auditor’s Remuneration
• Directors were authorized to fix the remuneration of the company’s auditors, KPMG Professional Services, for the next financial period.
5. Managerial Remuneration
• The remuneration of the company’s management team was disclosed to shareholders.
6. Appointment of Statutory Audit Committee Members
The following individuals were appointed to the committee:
• Vitalis Ekwem Anyiam – Shareholder Representative
• Hauwa Sule Umar, FCA – Shareholder Representative
• Mathew Akinlade, FCA – Shareholder Representative
• Dr. (Sir) Peter Aliogo – Independent Non-Executive Director
• Julius Omodayo-Owotuga – Non-Executive Director
7. Directors’ Fees
• Fees for the financial year ending December 31, 2024, were fixed at:
• ₦50 million per Director
• ₦63.7 million for the Board Chairman
Capital Raise Authorization
The company was authorized to undertake a ₦350 billion capital raise, with the following provisions:
• Issuance of shares via public offering, private placement, or rights issue, using book-building or other valuation methods.
• The share capital will be increased to accommodate this capital raise.
• The new shares will be listed on the Nigerian Exchange Limited or other relevant markets.
• Professional advisers may be appointed to manage the process.
Rebranding and Name Change
The company approved a rebranding initiative:
• The legal and brand names will change from FBN Holdings Plc to First Holdco Plc.
• Subsidiaries will adopt corresponding changes to their names.
• Necessary amendments to the company’s Memorandum and Articles of Association will be made to reflect these updates.
Board of Directors
The board now includes notable members such as:
• Chairman: Olufemi Otedola, CON
• Group Managing Director: Nnamdi Okonkwo
• Other Directors: Dr. Alimi Abdul-Razaq, Dr. (Sir) Peter Aliogo, Mrs. Kofo Dosekun, and others.
Key Notes
These resolutions position FBN Holdings for expanded operations, stronger shareholder value, and a refreshed corporate identity, aligning with its long-term strategic goals.
Date: November 15, 2024
Location: Lagos, Nigeria (Virtual Meeting)
Resolutions Passed:
1. Approval of Financial Statements
• Shareholders received and approved the Audited Accounts for the financial year ending December 31, 2023, along with the accompanying reports from Directors, Auditors, Board Appraisers, and the Audit Committee.
2. Dividend Payment
• A dividend of ₦14.36 billion (₦0.40 per 50 kobo share) was approved, subject to withholding tax.
3. Election of Directors
The following individuals were elected:
• Dr. Abiodun Fatade – Non-Executive Director
• Kofo Dosekun – Independent Non-Executive Director
• Dr. Alimi Abdul-Razaq – Independent Non-Executive Director
• Dr. (Sir) Peter Aliogo – Independent Non-Executive Director
• Olusegun Alebiosu – Non-Executive Director
• Adebowale Oyedeji – Group Managing Director
4. Auditor’s Remuneration
• Directors were authorized to fix the remuneration of the company’s auditors, KPMG Professional Services, for the next financial period.
5. Managerial Remuneration
• The remuneration of the company’s management team was disclosed to shareholders.
6. Appointment of Statutory Audit Committee Members
The following individuals were appointed to the committee:
• Vitalis Ekwem Anyiam – Shareholder Representative
• Hauwa Sule Umar, FCA – Shareholder Representative
• Mathew Akinlade, FCA – Shareholder Representative
• Dr. (Sir) Peter Aliogo – Independent Non-Executive Director
• Julius Omodayo-Owotuga – Non-Executive Director
7. Directors’ Fees
• Fees for the financial year ending December 31, 2024, were fixed at:
• ₦50 million per Director
• ₦63.7 million for the Board Chairman
Capital Raise Authorization
The company was authorized to undertake a ₦350 billion capital raise, with the following provisions:
• Issuance of shares via public offering, private placement, or rights issue, using book-building or other valuation methods.
• The share capital will be increased to accommodate this capital raise.
• The new shares will be listed on the Nigerian Exchange Limited or other relevant markets.
• Professional advisers may be appointed to manage the process.
Rebranding and Name Change
The company approved a rebranding initiative:
• The legal and brand names will change from FBN Holdings Plc to First Holdco Plc.
• Subsidiaries will adopt corresponding changes to their names.
• Necessary amendments to the company’s Memorandum and Articles of Association will be made to reflect these updates.
Board of Directors
The board now includes notable members such as:
• Chairman: Olufemi Otedola, CON
• Group Managing Director: Nnamdi Okonkwo
• Other Directors: Dr. Alimi Abdul-Razaq, Dr. (Sir) Peter Aliogo, Mrs. Kofo Dosekun, and others.
Key Notes
These resolutions position FBN Holdings for expanded operations, stronger shareholder value, and a refreshed corporate identity, aligning with its long-term strategic goals.