Arbitral Tribunal Confirms CEO Removal Order

Introduction

On 25 February 2026, an arbitral tribunal issued its final award in the dispute between Moringa Mauritius Africa, Moringa SCA SICAR, B-Bovid Limited (together, “Moringa”), and Issa Ouedraogo.

The tribunal upheld all claims brought by Moringa and B-Bovid and dismissed all counterclaims by Issa Ouedraogo.

The tribunal further confirmed that Issa Ouedraogo was validly removed as Chief Executive Officer (CEO) of B-Bovid on 19 January 2021 and granted a series of orders, including:

• A perpetual injunction restraining him from holding himself out or acting as CEO of B-Bovid;
• A perpetual injunction restraining him from interfering in the administration and management of the company;
• An order prohibiting him from using unauthorised bank accounts for B-Bovid’s transactions;
• Orders requiring him to:
• render accounts of all transactions conducted on behalf of B-Bovid after his removal;
• refund all salary payments received following his removal;
• return all company property in his possession;
• An order to pay damages and costs, including:
• GHS 289,193 in damages; and
• USD 290,057.10 and GHS 35,609.45 in costs;
• Orders that interest shall accrue on all sums due at the applicable rates.

This award affirms that Moringa acted lawfully, properly, and in accordance with its contractual and legal rights at all times.

Background to Moringa’s Investment

Moringa is an investment fund established in 2013 to support sustainable agroforestry projects in sub-Saharan Africa and Latin America. Its objective is to strengthen agricultural value chains and reduce poverty in rural communities.

In 2018, Moringa invested approximately GHS 24,000,000 (equivalent to USD 5,000,000 at the time) in B-Bovid Limited, a Ghanaian palm oil processing company founded by Issa Ouedraogo. At the time of the investment, B-Bovid was facing significant financial distress, and both corporate and personal assets were at risk of being sold to satisfy outstanding debts.

Moringa’s investment was made under an Investment Agreement and a Shareholders’ Agreement, under which it became the majority shareholder of B-Bovid.

Events Leading to the Dispute

Following the investment, B-Bovid consistently failed to meet its operational and financial targets under Issa Ouedraogo’s leadership as CEO. Moringa subsequently identified serious management deficiencies and material inaccuracies in representations made prior to the investment.

In an effort to stabilise the business, Moringa provided additional financial support through a EUR 1,200,000 convertible loan in 2019, secured by a share charge over Issa Ouedraogo’s shares in B-Bovid.

Despite these interventions, the company’s performance did not improve. After efforts to restructure leadership failed, Issa Ouedraogo was lawfully removed as CEO by the Board of Directors on 19 January 2021.

Post-Removal Conduct

Following his removal, Issa Ouedraogo refused to relinquish control of the company’s operations and engaged in conduct that significantly disrupted B-Bovid’s business, including:

• Obstructing access to company premises;
• Interfering with management and governance processes;
• Directing company revenues into personal bank accounts;
• Making unilateral operational decisions without shareholder approval;
• Shutting down operations and placing employees on redundancy without compensation.

Moringa took steps to preserve the company, including continuing to support workers during the disruption.

Arbitral Proceedings and Enforcement

In June 2021, Moringa initiated arbitration proceedings pursuant to the governing agreements after efforts to resolve the dispute amicably proved unsuccessful. Parallel court proceedings resulted in interim reliefs, including injunctions and the appointment of a Receiver/Manager to oversee the company.

Separately, Moringa enforced its rights under the Share Charge Agreement following breaches of the loan agreement. This resulted in the lawful transfer of Issa Ouedraogo’s shares to Moringa in accordance with applicable Ghanaian law.

 Other Proceedings

Moringa also initiated additional legal proceedings, including contempt applications and a defamation action. These matters remain pending before the courts.

 Response to Allegations Against Moringa and BELA

Moringa is aware of various allegations made in the media by Issa Ouedraogo concerning both the investment and the conduct of its legal representatives, Bentsi-Enchil, Letsa & Ankomah (BELA).

These allegations are without merit.

BELA has provided a comprehensive response to the relevant regulatory authorities, demonstrating full compliance with all applicable legal and professional obligations. Moringa remains confident in the integrity and professionalism of its legal advisers.

Moringa considers that these allegations mischaracterise both the investment and the legal proceedings and do not reflect the findings of the arbitral tribunal.

Conclusion

The arbitral award represents a clear and authoritative determination of the dispute, confirming that Moringa acted lawfully and in accordance with its rights.

Moringa remains committed to:

• upholding the highest standards of corporate governance;
• supporting the sustainable development of B-Bovid; and
• pursuing all ongoing legal processes in a responsible and orderly manner.

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