Judicial Reports

Court asks First Bank to revert to pre-AGM status


Court asks First Bank to revert to pre-AGM status

A Federal High Court sitting in Lagos has in the interim restrained First Bank Nigeria Holdings Plc, from implementing all the decisions reached at its recently held 10th Annual General Meeting (AGM).

FBN Holdings PLC is the controlling owner of First Bank of Nigeria Plc hel th AGM on June 20, 2022, at Oriental Hotel, Lagos.

Specifically, Justice Akintayo Aluko who presided over the court, made the restrained order, directing FBN Holdings Plc and all the respondents in the suit filed against it by one of the shareholders in the company, to maintain the status quo ante bellum prevailing before the AGM was held on June 20, 2022.

The order of the court, thereby effectively putting on hold the appointment of Mr. Nnamdi Okonkwo, as the Group Managing Director and Mr. Julius Omodayo Owotuga, as Non-Executive Director respectively.

Also, by implication of the order, the court has also stopped the respondents from raising or issuing shares capital of the company and from implementing any of the resolutions reached at the 10th AGM.

Named as respondents in the suit are First Bank Holdings Plc, Alhaji Ahmed Abdullahi, Chairman of the Board of Directors, Mr. Julius Omodayo-Owotuga, Non-Executive Director and Mr. Nnamdi Okonkwo, Group Managing Director.

Justice Aluko granted the order after hearing arguments from human rights lawyer and Senior Advocate of Nigeria, Ebun-Olu Adegboruwa, on behalf of the petitioner, Mr. Olusegun Onagoruwa, an aggrieved shareholder of FBN Holding Plc.

The Petition filed by Mr. Onagoruwa, claims that the affairs of the company are being run illegally and oppressively.

Principally, the Petitioner is contending in the suit that he was not served with statutory notice for the 10th AGM of the company which was held on 20th June, 2022.

Arguing the case on behalf of the petitioner, Mr. Adegboruwa (SAN), contended that the petitioner was by law entitled to be served with notice of the AGM and having not been served, there is a case of breach of his constitutional right to fair hearing in the determination of the Petitioner’s civil rights and obligations.

Adegboruwa also argued that the law is settled that once a breach of fair hearing has occurred, any decision taken pursuant to such breach must be set aside by the court.

Furthermore, it was Adegboruwa’s argument on behalf of the Petitioner that the decisions and resolutions of the 10th AGM, held on June 20, 2022 especially in relation to the appointment of Directors, were null and void as shareholders were not given the opportunity to know and approve the new Board of Directors appointed for the company by the Central Bank Governor and that the powers of the CBN Governor to sack or appoint directors for the company did not take away the powers of shareholders to confirm such directors.

The order of the court followed a motion ex-parte filed on July 6, 2022, seeking to preserve the subject matter of the Petition before the Court.

The petitioner, in a 52 paragraph affidavit in support, stated that he is a shareholder of FBN Holdings Plc and he was not served with notice of the AGM held on June 20, 2022 at Oriental Hotel. Adding that the AGM had not confirm or approved the appointment of the Board of Directors constituted by the Central Bank Governor before the said board proceeded to appoint Nnamdi Okonkwo as Group Managing Director and Julius Omodayo-Owotuga as Non-Executive Director.

The petitioner averred that the kernel of the matter is the decision and resolutions reached at the just concluded Annual General meeting of the first Respondent held on Monday, 20, June, 2022. And that the his rights as expressed in the petition which include the right to be personally served with Notice of the Annual General Meeting of the first respondent, have been breached, hence the instant application.

It was further stated that it is imperative to allow the Court determine all issues and reliefs sought on the merits without any interference from any party implementing, in respect to the meeting, acting on, or executing decisions reached at General Meeting of the first Respondent held at Oriental Hotel, Lagos held on Monday, June 20, 2022.

The petitioner further averred that there is a binding obligation upon the Respondents to maintain the status quo of the subject matter of the Petition and not to take any step that may overreach the petition or foist a situation of complete helplessness upon the court in the hearing and determination of the Motion on Notice for interlocutory injunction and the Petition filed herein, as any step taken by the Respondents to further implement or execute the decisions and resolution reached at the said AGM of the first Respondent held on the June 20, 2022, will undoubtedly usurp the constitutional powers and authorities of the court to determine the real issues and subject matter of the case already submitted to it by the Applicant.

Citing some of the decisions taken at the AGM which the petitioner alleged would infringe on his right and overreach him if not stopped, includes: “declaration and payment of dividend of the first respondent (FBNH), pesentation of Audited Accounts of first respondent to members, Election of third respondent (Mr. Julius B. Omodayo-Owotuga) as a Non-Executive Director and the fourth respondent (Mr. Nnamdi Okonkwo), as the Group Managing Director, both of whom were said to have been appointed by the Board of Directors of FBNH.”

The steps also include: “approval of the shareholders to the Board of Directors of FBNH to issue the outstanding, un-issued shares in the authorised share capital of the first respondent in compliance with Section 124 of the Companies and Allied Matters Act, 2020 (“CAMA 2020″), appointment of the first respondent’s Audit Committee members. Remuneration and expenses of the first respondent’s Auditors, Remuneration of Managers of the first respondent.”

After granting the order to maintain status quo ante bellum, the judge adjourned the case to July 22, 2022, for further hearing.


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