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Analysis

Shareholders drag CBN to court over Nationalised banks —seeking N110bn claims as damages

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By Omoh Gabriel
Aggrieved shareholders of Spring Bank Messrs Dapo Adeyemi –Bajo, Emmanuel Olyinka Sogelola, MRS Regina Udomesiet, Noah Ekanem, Promise Iwezor, one of the nationalised banks have sued the Central Bank of Nigeria for taking over three of the eight rescued banks in the country. They are asking the court to award them in particular the sum of N110billion being damages for the colossal loss suffered by the shareholders of Spring Bank as a result of the poor management and control the bank by CBN and NDIC when they forcefully intervened in the affairs of the Bank.

In a suit filed on their behalf by S C Ukairo of Ogunsanya and Ogunsanya Chambers, at the Lagos High Court (FHC/L/CS/1072) dated 13th September 2011,the aggrieved shareholders are equally seeking a declaration from the court that the purported acts of the CBN whether in the form of selling, nationalising, revoking the bank’s licence, alienating, renaming and or in any manner what so ever transferring the bank’s business operations, investment or affairs to the NDIC and AMCON is unjustified, unconstitutional, illegal, utra varies and therefore null and void.

They are also asking the court to set aside, reverse, nullify and or invalidate in its entirety all steps or action taken by the CBN regarding the affairs and business of the bank on or about 5th day of August, 2011. They are praying the court to issue an order of perpetual injunction restraining the CBN, its servants, agents, officers and or privies from taking further steps and actions whether by appointing directors, non executive members of the board of the bank and or inviting or procuring 3rd parties for the purpose of acquiring interest/ownership of the bank or any other acts prejudicial to the interest of the shareholders of the bank among others.

In their fifty point claims they are asking the court to compel the CBN and Enterprise Bank to jointly and severally whether by themselves, servants, agents, officers and Privies to render account of their dealings in the affairs of the bank from June 2007 till the time judgment is delivered in the suit. They have also asked for an order that a general meeting of the shareholders of the bank be convened for the purpose of considering the account to be rendered by the CBN and Enterprise Bank in their dealings in the affairs and business of Spring Bank and the election of the directors and Board of Spring Bank and that the post merger adjustment of the federating banks be implemented forthwith. Joined as defendants in the suit are Central Bank of Nigeria CBN, Nigerian Deposit Insurance Corporation NDIC, Assets Management Company of Nigeria, Enterprise Bank Ltt. The Hon. Minister of Finance, The Hon . Attorney General of the federation, Deutsche Bank AG, Stanbic/IBTC Bank PLC.

In their statement of claims filed at the Lagos High Court the shareholders claimed that by virtue of the consolidation exercise in the banking industry in Nigeria in 2005, under the control and supervision of CBN, the six legacy I Banks (Guardian Express Bank Plc, Citizens International Bank Plc, Omega Bank Plc, Fountain Trust Bank Plc, Trans International Bank Plc and African Continental Bank Plc) started the process of merging into an entity called Spring Bank Plc, hereinafter called the Bank, which merger has remained inconclusive till date. It is on record that during the merger, precisely on the 31st day of December, 2005, CBN approved that the six legacy banks had the following shareholders’ fund positions viz: Guardian Express Bank PlcN9.58billion, African Continental Bank Plc N0.42billion, Citizens International Bank Plc¬, N7.6billion, Omega Bank Plc N9.53billion, Fountain Trust Bank Plc N0.81 billion, Trans International Bank Plc N2.1billion. At the end of the consolidation exercise, the federating banks had to agree to a temporary ownership, management and Board structure of the Bank subject to the conclusion of the Post Merger Adjustment, which essentially will be a detailed due diligence on each other’s books, a more permanent ownership, management and Board of the Bank will emerge.

They claimed that “as at the deadline of the consolidation exercise, the total shareholders’ fund of the emerging Spring Bank was N30.77billioln, as was duly confirmed and or certified by CBN at all parties meeting held at CBN on 20th December, 2005. Ironically, CBN in its report of Maiden Examination of the emerging bank claimed that as at 30th June, 2006 (exactly 6 months after its merger’ on 31st December, 2005 that the Bank’s shareholders’ fund was negative N59.74billion. In particular, as part of the Maiden Examination Report, CBN prepared a Post Merger Adjustment Schedule that showed that the shareholders’ fund of the Bank has been negative to the tune of N47 billion as at 1st January, 2006, which was a day after the various federation legacy banks shareholders of the Bank sanctioned the merger based on CBN’s representation on 20lh December, 2005.

According to them “Despite the shocking and bewildering position of CBN, the nascent Bank management was committed to making the best out of the bad situation which indeed, reflected in the improved liquidity ratio from 32.5% in January 2006 to 58.10(% in June, 2006, which growth continued up till June, 2007 when CBN again intervened by removing the Board of the Bank and replacing it with its appointed interim Management Board excluding the participation of the shareholders of the new Bank. Further to paragraph 15 8bove, CBN’s intervention was predicated on the perceived disagreement over the Post merger Adjustment being undertaken in fulfillment of the requirements of the Merger Heads of Agreement as opposed to the financial condition of the bank which remained strong, a fact which was acknowledged by the Governor of CBN in his issued statement of 12 June, 2007. The CBN Governor’s issued statement – press release of 12th, June, 2007 is hereby pleaded and shall be replied upon”.

They said “Sequel to the developments as stated in paragraphs 15 and 16 above, the Bank’s Board has immediately replaced with a 7-man Interim Management Board by CBN. The new Board had clear Terms of Reference which included recapitalizing the Bank and turning it around. During the process, it became obvious that the implementation of the Post Merger Adjustment was a major’ challenge to the recapitalization of the Bank, as the Post Merger Adjustment was fundamental in determining the “true and substantive owners” and or the standing of the federating banks which could only be ascertained by completing the Post Merger Adjustment. The necessity of completing the Post Merger Adjustment to achieve a credible recapitalization of the Bank was acknowledged by CBN in an all parties meeting at CBN on 13th March, 2007, which led to a team of CBN and NDIC to be sent to finalize the Post Merger Adjustment by resolving certain aspects of the disagreement between the legacy banks.

“Further to claims above, the Interim Board of the Bank via its letter of April 2 1st 2008, made its final report to the management of CBN and amongst other things made its recommendations on the post Merger Adjustment and in particular pointed out that “it was of the firm belief that there can be no effective resolution of the Bank’s crisis without putting to rest the issue of Post Merger Adjustment. The Interim Management Board further pointed out in its said Final Report that its effort in making recommendations on the Post Merger Adjustment was consistent with Item No. 13 of the Terms of Reference, which empowered it to “take any other actions considered necessary to achieve” the turnaround of the Bank”.

They further stated that “The CBN in its letter of August 14, 2008 acknowledged receipt of the Interim Board’s Final Report of 21st April, 2008 and subsequently directed that a revised report be submitted to it within a week ref1ecting some observations it had made, unfortunately, it never followed the Post merger Adjustment to logical conclusion. The said letter is hereby pleaded.

“Surprisingly, rather than premise the Bank’s future on the approval and implementation of the Post Merger Adjustment submitted and as agreed with CBN, the CBN imposed Interim Board soon began to talk or getting a new core investor into the bank along with the possibility of causing a takeover by another bank negotiating the implementation of the Post merger Adjustment. Subsequently, in December 2008, the Interim Management Board handed over control of the Bank to Bank PHS surprisingly on a Sunday in a purported successful acquisition exercise; therefore, the implementation of the Post Merger Adjustment was jettisoned.

“As a further show of bias against the shareholders of the Bank and flagrant disregard to the order of Court restraining it, the CBN on 18th December, 200, approved the Bank PHB led Board which comprised only nominees of Bank PHB and two existing members of the Interim Board, to the complete exclusion of representation by other existing shareholders who accounted for at least 45% of the Banks. Thus, the Bank PH 13 accounted for 100% of the Board membership with less than 55% holding while other shareholders had zero representation with over 45(% holding, yet CBN approved such proposition without any reservation. The Bank PHB purported acquisition of the Bank has been fought vigorously and decisively by the shareholders of the Bank by both petitions and court action wherein the shareholders maintained amongst other things that the acquisition could not be allowed in view of the pending Post Merger Adjustment which remains unimp1emented.

“That the then Honourable Minister of State for Finance in addressing the issues raised in the petitions by its letter of 31st March, 2008 to the then President of the Federal Republic of Nigeria – Late Alhaji Shehu Musa Yar’adua, amongst other things recommended and emphasized an all parties meeting for the purpose of implementation of the Post Merger Adjustment.

“The Bank PHB purported acquisition of the Bank has been declared illegal and null and void by the Honourable Court in Suit No. FHC/L/CS/5294/08 and the court further granted an order of injunction restraining CBN from changing or taking any steps towards the changing of the name, logo, title, properties, and names of properties to any other name, logo or title other than Spring Bank PLC pending the determination of the Suit.

“The combination of the tenor or the Interim Management Board and the Bank PHB led Board, which took over the management of the Bank against the express wish of the shareholders resulted in further deterioration of the Bank’s sharcholders’ fund position to whopping negative sum of N96billion. In effect, the CBN directly or indirectly (through Bank’ PHB and its imposed Interim Management Boards worsened the Bank’s position by as much as negative N73billion. That in essence therefore, when the N37billion capital short fall imposed on the Bank by the CBN imposed Interim Management of one or the legacy Banks at merger in December, 2005 is added to the N73billion deterioration that took place when the Management of the Bank was handed over to Bank PHB-led CBN-imposed acquisition, the total damage done to the Bank on account of the tenor of CBN in the Bank (directly and indirectly) amounts to N110billion in shareholders fund.

“It is glaring that in nearly 6 years of the Bank’s existence, it was under the control of the shareholders for only about one and half years, that is to say from January 2006 to June 12th 2007 and based on the CBN maiden examination report, the bank recorded a loss of N3.56 billion during the period whereas the rest of the deterioration of’ the shareholders’ funds was caused and or induced by CBN and its agents imposed on the Bank. The CBN and its imposed Interim management Boards never allowed the shareholders of the Bank to recapitalize and or give a platform for the recapitalization even as it acknowledged the fact that the Post Merger Adjustment is crucial to ascertain the true owners of the Bank who can then be relied upon to bring forth a credible recapitalization plan. The CBN in disguise as a regulatory body had a field day destroying the Bank by imposing its ago with questionable competence and motives inconsistent with those of the owners of the Bank, thereby rendering the shareholders incapable of calling for and or convening a general meeting of shareholders of the Bank for the purpose of taking to any other name, logo or title other than Spring bank
“That by their letter of 14th December, 201 0, the CBN’s Financial Advisers informed/notified the Group that it has been excluded from further participation in the recapitalisation process. It is evident that the CBN’s Financial Advisers had no reasons and have indeed, offered no reason whatsoever till date for the exclusion of the Group from the recapitalisation exercise. The exclusion of the Group who had a genuine interest and likelihood of success in the recapitalization process by the CBN’s Financial Advisers can only be said to be pre-meditated and a clear indication of a pre-determined agenda against the Group More so, the CBN’s Financial Advisers’ letter of 141h December, 2010 made no reference to Phase Il of the recapitalisation process thereby, creating an impression that the Group never participated in Phase 11 of the process, which shows that the Financial Advisers had something to hide.

“It is the case of the Claimant that the orchestrated failure of the shareholders to recapitalize the Bank by CBN is a smokescreen, figment of imagination or management of CBN and a foul-cry fabricated to paint the shareholders black. That on or about the 5th day of August, 2011, even before the 30th September, 20 I 1 recapitalisation deadline, CBN/NDIC announced to the whole world of the nationalisation, acquisition, sell and or transfer of the Business and affairs of the Bank to NDIC and or Enterprise Bank under the disguise that the shareholders of the Bank had made no attempt to recapitalize the Bank. That the acts of the CBN and NDIC with the active support and approval of the other Defendants in nationalising, selling, acquiring and or transfering the affairs and business operations of the Bank in all ramifications are against the due process of law, even as it was done in flagrant disrespect to order of injunction in Suit No. FHC/L/CS/5294/08. The CBN, NDIC, and or AMCON’s interference in the management, control and or in acquiring, nationalizing” -Selling and or transferring the business operations, investments and affairs of the Bank as herein complained or are not for the benefit of the Bank nor its shareholders but solely for the private benefit of the CBN, NDIC, AMCON officials and their agents, privies and cronies and in order to dispossess the shareholders of the bank, particularly the plaintiffs of their investments or propriety rights to the bank”

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As EU plans Russian Gas exit, Ministers to convene in Paris to chart Africa’s export potential

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In the wake of seismic shifts in the European energy landscape, the Invest in African Energy (IAE) 2026 Forum in Paris will host a Ministerial Dialogue on “Unlocking Africa’s Gas Supply for Global Energy Security.” This strategic session will examine how Africa can turn its untapped gas reserves into a reliable and sustainable source of supply. With Europe seeking to diversify away from Russian gas, the dialogue highlights both the continent’s growing role in global energy markets and the opportunity for African producers to attract long-term investment. Recent developments underscore the urgency of Africa’s role in global energy security. Last month, EU countries agreed to phase out their remaining Russian gas imports, with existing contracts benefiting from a transition period: short-term contracts can continue until June 2026, while long-term contracts will run until January 2028. In parallel, the European Commission is pushing to end Russian LNG imports by January 2027 under a broader sanctions package aimed at limiting Moscow’s energy revenues.

Africa’s role in this rebalancing is already gaining momentum. Algeria recently renewed its gas supply agreement with ČEZ Group, ensuring continued deliveries to the Czech Republic. In Libya, the National Oil Corporation (NOC) has approved new compressors at the Bahr Essalam field to boost output and reinforce flows via the Greenstream pipeline to Italy. These developments complement the Structures A&E offshore project – led by Eni and the NOC – which is expected to bring two platforms online by 2026 and produce up to 750 million cubic feet per day, supporting both domestic and European demand. West Africa is pursuing ambitious export routes as well.

Nigeria, Algeria and Niger have revived the Trans-Saharan Gas Pipeline (TSGP), with engineering firm Penspen commissioned earlier this year to revalidate its feasibility. The proposed $25 billion Nigeria–Morocco pipeline is also advancing as a long-term corridor linking West African gas to European markets. Meanwhile, the Greater Tortue Ahmeyim (GTA) project off Mauritania and Senegal came online earlier this year, with its first phase targeting 2.3 million tons of LNG annually. In June, the project delivered its third cargo to Belgium’s Zeebrugge terminal, marking the first African LNG shipment from GTA to Europe. Together, these milestones underscore a strategic convergence: African producers are accelerating efforts to scale up exports just as Europe intensifies its search for reliable alternatives to Russian gas.

Yet, as the ministerial session will explore, unlocking Africa’s gas supply demands sustained investment, regulatory alignment, environmental management and community engagement. For Europe, diversification of supply is a strategic necessity; for African producers, it is an opportunity to accelerate development, build infrastructure and secure long-term capital. At IAE 2026, these shifts will be examined by the officials and stakeholders driving them. The Ministerial Dialogue brings African energy leaders together with European policymakers, industry players and investors in a setting that supports practical, solution-focused discussion on supply, export strategies and future cooperation. As Europe adapts its gas strategy and African producers progress major projects, the Forum provides a direct platform for ministers to outline priorities and for investors to engage with key decision-makers.

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Authorities must respond as digital tools used by organized criminals accelerate financial crime—IMF

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International Monetary Fund IMF, has said that criminals are outpacing enforcement by adapting ever faster ways to carry out digital fraud. The INF in a Blog post said the Department of Justice in June announced the largest-ever US crypto seizure: $225 million from crypto scams known as pig butchering, in which organized criminals, often across borders, use advanced technology and social engineering such as romance or investment schemes to manipulate victims. This typically involves using AI-generated profiles, encrypted messaging, and obscured blockchain transactions to hide and move stolen funds. It was a big win. Federal agents collaborated across jurisdictions and used blockchain analysis and machine learning to track thousands of wallets used to scam more than 400 victims. Yet it was also a rare victory that underscored how authorities often must play catch-up in a fast-changing digital world. And the scammers are still out there. They pick the best tools for their schemes, from laundering money through crypto and AI-enabled impersonation to producing deepfake content, encrypted apps, and decentralized exchanges. Authorities confronting anonymous, borderless threats are held back by jurisdiction, process, and legacy systems.
Annual illicit crypto activity growth has averaged about 25 percent in recent years and may have surpassed $51 billion last year, according to Chainalysis, a New York–based blockchain analysis firm specializing in helping criminal investigators trace transactions. Bad actors still depend on cash and traditional finance, and money laundering specifically relies on banks, informal money changers, and cash couriers. But the old ways are being reinforced or supercharged by technologies to thwart detection and disruption.
Encrypted messaging apps help cartels coordinate cross-border transactions. Stablecoins and lightly regulated virtual asset platforms can hide bribes and embezzled funds. Cybercriminals use AI-generated identities and bots to deceive banks and evade outdated controls. Tracking proceeds generated by organized crime is nearly impossible for underresourced agencies. AI lowers barriers to entry. Fraudsters with voice-cloning and fake-document generators bypass the verification protocols many banks and regulators still use. Their innovation is growing as compliance systems lag. Governments recognize the threats, but responses are fragmented and uneven—including in regulation of crypto exchanges. And there are delays implementing the Financial Action Task Force’s (FATF’s) “travel rule” to better identify those sending and receiving money across borders, which most digital proceeds cross.
Meanwhile, international financial flows are increasingly complicated by instant transfers on decentralized platforms and anonymity-enhancing tools. Most payments still go through multiple intermediaries, often layering cross-border transactions through antiquated correspondent banks that obscure and delay transactions while raising costs. This helps criminals exploit oversight gaps, jurisdictional coordination, and technological capacity to operate across borders, often undetected.
Regulators and fintechs should be partners, and sustained multilateral engagement should foster fast, cheap, transparent, and traceable cross-border payments. There’s a parallel narrative. Criminals exploit innovation for secrecy and speed while companies and governments test coordination to reduce vulnerabilities and modernize cross-border infrastructure. At the same time, technological implications remain underexplored with respect to anti–money laundering and countering the financing of terrorism, or AML/CFT. Singapore’s and Thailand’s linked fast payment systems, for example, enable real-time retail transfers using mobile numbers; Indonesia and Malaysia have connected QR codes for cross-border payments. Such innovations offer efficiency and inclusion yet raise new issues regarding identity verification, transaction monitoring, and regulatory coordination.
In India, the Unified payments interface enables seamless transfers across apps and platforms, highlighting the power of interoperable design. More than 18 billion monthly transactions, many across competing platforms, show how openness and standardization drive scale and inclusion. Digital payments in India grew faster when interoperability improved, especially in fragmented markets where switching was costly, IMF research shows These regional innovations and global initiatives reflect a growing understanding that fighting crime and fostering inclusion are interlinked priorities—especially as criminals speed ahead. The FATF echoed this concern, urging countries to design AML/CFT controls that support inclusion and innovation. Moreover, an FATF June recommendation marks a major advance: Requiring originator and beneficiary information for cross-border wire transfers—including those involving virtual assets—will enhance traceability across the fast-evolving digital financial ecosystem.
Efforts like these are important examples of how technology enables criminal advantage, but technology must also be part of the regulatory response.
Modernizing cross-border payment systems and reducing unintended AML/CFT barriers increasingly means focusing on transparency, interoperability, and risk-based regulation. The IMF’s work on “safe payment corridors” supports this by helping countries build trusted, secure channels for legitimate financial flows without undermining new technology. A pilot with Samoa —where de-risking has disrupted remittances—showed how targeted safeguards and collaboration with regulated providers can preserve access while maintaining financial integrity without disrupting the use of new payment platforms.
Several countries, with IMF guidance, are investing in machine learning to detect anomalies in cross-border financial flows, and others are tightening regulation of virtual asset service providers. Governments are investing in their own capacity to trace crypto transfers, and blockchain analytics firms are often employed to do that. IMF analysis of cross-border flows and the updated FATF rules are mutually reinforcing. If implemented cohesively, they can help digital efficiency coexist with financial integrity. For that to happen, legal frameworks must adapt to enable timely access to digital evidence while preserving due process. Supervisory models need to evolve to oversee both banks and nonbank financial institutions offering cross-border services. Regulators and fintechs should be partners, and sustained multilateral engagement should foster fast, cheap, transparent, and traceable cross-border payments—anchored interoperable standards that also respect privacy.
Governments must keep up. That means investing in regulatory technology, such as AI-powered transaction monitoring and blockchain analysis, and giving agencies tools and expertise to detect complex crypto schemes and synthetic identity fraud. Institutions must keep pace with criminals by hiring and retaining expert data scientists and financial crime specialists. Virtual assets must be brought under AML/CFT regulation, public-private partnerships should codevelop tools to spot emerging risks, and global standards from the FATF and the Financial Stability Board must be backed by national investments in effective AML/CFT frameworks.
Consistent and coordinated implementation is important. Fragmented efforts leave openings for criminals. Their growing technological advantage over governments threatens to undermine financial integrity, destabilize economies, weaken already fragile institutions, and erode public trust in systems meant to ensure safety and fairness. As crime rings adopt and adapt emerging technologies to outpace enforcement, the cost is not only fiscal—it is structural and systemic. Governments can’t wait. The criminals won’t.

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Multilateral development banks reaffirm commitment to climate finance, pledge innovative funding for adaptation

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Multilateral development banks have reaffirmed their commitment to climate finance, pledging to scale up innovative funding to boost climate adaptation and resilience. “Financing climate resilience is not a cost, but an investment.” This was the key message from senior MDB officials at the end of a side event organised by the Climate Investment Funds (CIF) on the opening day of the 30th United Nations Climate Conference (COP30) in Belém, Brazil.

The conference runs from 10 to 21 November. During a panel discussion titled “Accelerating large-scale climate change adaptation,” MDB representatives, including the African Development Bank Group, outlined how their institutions are fulfilling Paris Agreement commitments by mobilising substantial and innovative resources for climate adaptation and mitigation. Ilan Goldfajn, President of the Inter-American Development Bank Group, emphasised that “resilience is more than a concern for the future: it is also essential for development today.” He announced that MDBs are tripling their financing for resilience over the next decade, targeting $42 billion by 2030.

“At the Inter-American Development Bank, we are turning preparedness into protection and resilience into opportunity,” Goldfajn added. Tanja Faller, Director of Technical Evaluation and Monitoring at the Council of Europe Development Bank, stressed that climate change “not only creates new threats, but also amplifies existing inequalities. The most socially vulnerable people are the hardest hit and the last to recover. This is how a climate crisis also becomes a social crisis.” Representatives from the Islamic Development Bank, the Asian Infrastructure Investment Bank, the Asian Development Bank, the World Bank Group, the European Bank for Reconstruction and Development,  the European Investment Bank, the New Development Bank and IDB Invest (the private sector arm of the Inter-American Development Bank Group) also shared concrete examples of successful adaptation investments and strategies for mobilising new resources.

Kevin Kariuki, Vice President of the African Development Bank Group in charge of Power, Energy, Climate and Green Growth, presented the Bank’s leadership in advancing climate adaptation and mitigation. “At the African Development Bank, we understand the priorities of our countries: adaptation and mitigation are at the heart of our climate interventions.” He highlighted the creation of the Climate Action Window, a new financing mechanism under the African Development Fund, the Bank Group’s concessional window for low-income countries.

“The African Development Bank is the only multilateral development bank with a portfolio of adaptation projects ready for investment through the Climate Action Window,” Kariuki noted, adding that Germany, the United Kingdom and Switzerland are among key co-financing partners. Kariuki also showcased the Bank’s YouthADAPT programme, which has invested $5.4 million in 41 youth-led enterprises across 20 African countries, generating more than 10,000 jobs — 61 percent of which are led by women, and mobilising an additional $7 million in private and donor funding.

Representatives from Zambia, Mozambique and Jamaica also shared local perspectives on the financing needs of communities most exposed to climate risk. The panel followed the official opening of COP30, marked by a passionate appeal from Brazilian President Luiz Inácio Lula da Silva for greater climate investment to prevent a “tragedy for humanity.”

“Without the Paris Agreement, we would see a 4–5°C increase in global temperatures,” Lula warned. “Our call to action is based on three pillars: honouring commitments; accelerating public action with a roadmap enabling humanity to move away from fossil fuels and deforestation; and placing humanity at the heart of the climate action programme: thousands of people are living in poverty and deprivation as a result of climate change. The climate emergency is a crisis of inequality,” he continued.

“We must build a future that is not doomed to tragedy. We must ensure that we live in a world where we can still dream.” Outgoing COP President Mukhtar Babayevn, Azerbaijan’s Minister of Ecology, urged developed nations to fulfil their promises made at the Baku Conference, including commitments to mobilise $300 billion in climate finance. He called for stronger political will and multilateral cooperation, before handing over the COP presidency to Brazilian diplomat André Corrêa do Lago, who now leads the negotiations.

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