Banks DIH to challenge injunction that blocked 15% shareholder voting cap at AGM

Banks DIH Holdings Inc (BDIHHI) has announced its intention to appeal a High Court ruling that blocked the company from putting a proposed bylaw change to a vote at its Annual General Meeting (AGM), after Justice Sandil Kissoon granted an injunction just one day before the scheduled gathering.
Banks DIH, one of Guyana’s oldest and largest public companies, is proposing an amendment to its corporate bylaws that would limit the percentage of shares for which any single shareholder can exercise voting rights to 15 per cent of the company’s issued share capital.
Chairman and Managing Director of Banks DIH, Clifford Reis, made the announcement at the company’s AGM, which proceeded over the weekend.
The managing director explained that the company operates in accordance with its Articles of Incorporation and bylaws. He noted that the Board of Directors has the authority to recommend amendments to the bylaws, subject to approval by shareholders at an Annual General Meeting.

He further stated that shareholders have the right to vote either in favour of or against any proposed resolution. If a resolution is rejected, it cannot be implemented and is effectively terminated.
He explained that if a resolution is approved, any shareholder who believes they have been adversely affected has the right, within one month, to apply to the court for a hearing. However, he noted that at the close of the register for the AGM, the vote on proposed Bylaw Number Eight could not proceed, as Justice Kissoon had restrained the company from doing so.
“As a law-abiding and responsible corporate citizen, we will comply with the judge’s order. However, the company proposes to appeal this matter to the Full Court for the discharge of this injunction,” Reis said.

According to legal documents seen by this publication, the court granted an interlocutory injunction restraining the company-whether by its directors, officers, chairman of the meeting, company secretary, servants, agents, or otherwise -from presenting, tabling, proposing, or putting to a vote any resolution seeking to confirm, adopt, or give effect to the proposed “New By-law 8 – Share Ownership” at the AGM scheduled for January 31, 2026, or any adjournment thereof.
The court also granted an injunction restraining the company from treating as invalid, disregarding, discounting, or refusing to count any votes lawfully attached to issued ordinary shares, pending the determination of the substantive proceedings filed by the applicants.
In previously explaining the rationale behind the proposed bylaw amendment, BDIHHI emphasised that the 15 per cent voting limitation reflects the corporate philosophy of the company’s founder, Peter D’Aguiar, aimed at promoting shareholder democracy and preventing control by a small group of investors. The company further stated that shareholders would not be restricted from enjoying the benefits of their shares, including dividends or the ability to sell them.
On Saturday, the company hosted its Annual General Meeting for its more than 15,000 shareholders.