Shareholder prays court to stop bank’s AGM

A shareholder of a first generation bank, Mr. Kujenya Olayiwola Yusuf, who is the 6th defendant in the suit against the bank, in a fresh application, is asking the Federal High Court, Lagos to restrain the bank from proceeding to hold its 12th Annual General Meeting (AGM) proposed to hold virtually, because it is in contempt of the proceedings of the court.

Yusuf, in his Motion on Notice marked FHC/L/CS/684/2024 and filed by his counsel, Kunle Adegoke (SAN) is praying for some reliefs.

Among them is an order, restraining the plaintiff, the 1st and 7th defendants from proceeding to hold the 12th AGM proposed to hold virtually in contempt of the proceedings of the court, pending the determination of the suit.

The defendants in the substantive suit are, FBN Holdings Plc (1st defendant); Olusegun Samuel Onagoruwa (2nd); Olojede Adewole Solomon (3rd); Adebayo Oluwafemi Abayomi (4th); Ogundiran Emmanuel Adejare (5th) and Kujenya Olayiwola Yusuf (6th defendant/applicant).

The 2nd to 6th defendants were joined by the order of court made on April 26, 2024, while FBN Limited and Hakeem Lawal-Oluwa are the 7th and 8th defendants joined by the order of court made on April 29, 2024.

Yetunde Olowoyeye, who is the 9th defendant was joined by the order of court made on May 23, 2024.

He also prayed for an order of injunction, mandating the Director General of Securities and Exchange Commission (SEC) not to recognise the 12th AGM purportedly proposed to hold virtually on November 14, 2024 or any business, decision, step, action or resolution taken at the said meeting.

The defendant/application wants a mandatory restorative injunction reversing all steps taken in violation of the proceedings of the court by the plaintiff in the substantive matter (Leadway Holdings Ltd), the 1st and 7th defendants, in issuing a Notice of the AGM and any step proposed to be taken thereafter in holding and conducting any business at the said AGM, pending the hearing of the suit.

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According to him, the proposed AGM is in contempt of the proceedings of the court.

In addition, the defendant/application also asked the court to hear and determine the application before proceeding to hear and determine all other pending applications and the substantive Originating Summons, the same being necessary to protect the integrity of court, the sanctity of its proceedings and maintain the rule of law.

He stated that in an Originating Summons dated April 26, 2024, the plaintiff, Leadway Holdings prayed for a court-ordered AGM to be held on or before April 30, 2024.

The plaintiff contended that it had been impossible for the bank to convene an AGM due to numerous suits filed by the 2nd – 6th and 8th and 9th defendants, hence the need for the court to order a meeting.

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The defendant/application (Yusuf), added that while the matter was (and is still pending) having been adjourned to November 18, 2024 for hearing of all pending applications and the substantive Originating Summons, the Bank, in defiance of the proceedings of the Court, secretly issued a publication on its website named ‘Notice of Annual General Meeting’ dated October 18, 2024 proposing to hold the said AGM virtually via https://www.fbnholdings.com/agm-2024-live at 10 am.

Supported by 10 paragraph affidavit deposed to by Oluwatosin Olukitibi, a legal intern at the law firm of the defendant/applicant’s counsel, the applicant averred that the plaintiff and the Bank have treated the proceedings of the Court with contempt and disdain and are attempting to destroy the rest of the dispute, which the court was called upon to determine on its merit.

She swore that they have desecrated the hallowed chambers of the court and therefore, must be stopped.