Court restrains FBN Holdings from conducting AGM on Aug 22

Justice Akintayo Aluko of a Federal High Court, Lagos, has restrained First Bank of Nigeria (FBN) Holdings Plc from conducting or hosting its 12th Annual General Meeting, scheduled for August 22, 2024, whether virtually or otherwise, pending the determination of a motion for interlocutory injunction filed by an aggrieved shareholder, Tohir Folorunsho Ismaila.

The judge’s order followed a motion ex-parte filed by the applicant and moved by the lead counsel, Prof. Taiwo Osipitan (SAN), in the suit marked FHC/L/CP/1428/2024 against FBN Holdings.

The judge, in a ruling, granted an order of interim injunction restraining the respondent, by itself, its directors, secretary, or agents, assigns, servants, privies, or any person acting on its behalf, from holding, conducting, or hosting the 12th Annual General Meeting of the respondent, scheduled for August 22, 2024, via a virtual medium or howsoever, pending the hearing and determination of the petitioner’s motion on notice for interlocutory injunction.

He said, “An order of interim injunction restraining the respondent, its agents, servants, privies, and/or assigns from taking any steps to pass any special and/or ordinary resolutions at its Annual General Meeting slated for the 22nd of August 2024, pending the hearing and determination of the petitioner’s motion on notice for interlocutory injunction, is hereby granted.”

The judge also restrained the respondent, its directors, secretary, agents, privies, or person(s) acting on its behalf from sending out any Notice of General Meeting of the respondent, otherwise howsoever conveying any General Meeting of the respondent, pending the hearing and determination of the petitioner’s motion on notice for interlocutory injunction.

Justice Aluko subsequently adjourned the case to August 23, 2024, for the hearing of the motion on notice.

The petitioner, in his grounds of application, alleged “illegal and oppressive actions of the respondent, which have negatively affected his rights and interests as a shareholder of the respondent.

He said, “The respondent has an intention to hold its Annual General Meeting on the 22nd of August 2024 virtually, where several issues requiring ordinary and special resolutions will be tabled for all the shareholders of the respondent to vote on.

“The respondent has deliberately proposed to hold the meeting virtually as opposed to physically, where all shareholders of the respondent will not have the opportunity to attend and vote.

“The issues and matters slated for deliberation at the proposed Annual General Meeting of 22nd August 2024 will affect the rights of the petitioner as a shareholder of the respondent.”

The petitioner, therefore, said it would be prejudicial to his interests if the respondent’s proposed Annual General Meeting is allowed to be held virtually and the issues slated for deliberation voted on.