12th AGM: Shareholder Commences Contempt Proceeding Against FBN Holdings

An unending legal battle with some shareholders is again threatening the proposed Annual General Meeting of shareholders of FBN Holdings Plc.

A shareholder, Mr. Kujenya Olayiwola Yusuf, the 6th Defendant/Applicant, in a fresh application, is asking the Federal High Court in Lagos to restrain the bank from proceeding to hold the 12th Annual General Meeting proposed to hold virtually in alleged contempt of the proceedings of the Court.

While the Plaintiff in the matter, Leadway Holdings Limited, is accused of conniving with First Bank to deny other shareholders of their rights by asking for a court-ordered meeting, listed as other defendants alongside FBN Holdings Plc are Olusegun Samuel Onagoruwa, Olojede Adewole, Solomon Adebayo, Oluwafemi Abayomi and Ogundiran Emmanuel Adejare.

Other defendants are Hakeem Lawal-Oluwa and Yetunde Olowoyeye.

Kujenya Olayiwola Yusuf, in his Motion on Notice in Suit Number FHC/L/CS/684/2024 filed by his lawyer, Kunle Adegoke, SAN is also praying for an Order of Injunction mandating the Director General of Securities and Exchange Commission (SEC) not to recognise the 12th Annual General Meeting of the 1st Respondent purportedly proposed to hold virtually on 14 November 2024 and any business, decision, step, action or resolution taken at the said meeting.

The Applicant stated that in an Originating Summons dated April 26, 2024, Leadway Holdings prayed for a court-ordered Annual General Meeting of the 1st Defendant to be held on or before the 30th day of April, 2024.

It was the contention of the Plaintiff, that it had been impossible for the 1st Defendant to convene an Annual General Meeting due to numerous suits filed by the 2nd – 6th and 8th and 9th Defendants, hence the need for this honourable Court to order a Court-ordered meeting of the 1st Defendant.

The Applicant added that while the matter was (and is still pending) pending and the court adjourned proceedings to November 18, 2024 for hearing of all pending applications and the substantive Originating Summons, the First 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.

The Applicant further stated that the Plaintiff and First Bank and FBN Holdings have treated the proceedings of the Court with contempt and disdain and are attempting to destroy the res of the dispute the Court was called upon to determine on the merit by the Plaintiff, the 1st and 7th Defendants.

It stated that the FBN Holdings Plc and First Bank as Defendants have desecrated the hallowed chambers of this Honourable Court.

Consequently, the Applicant, who was joined as the 6th Defendant in the suit, is seeking for “An order of mandatory restorative injunction reversing all steps taken in violation of the proceedings of this honourable Court by the Plaintiff, the 1st and 7th Defendants in issuing a Notice of 12th Annual General Meeting and any step proposed to be taken thereafter in organising, holding and conducting any business at the said Annual General Meeting proposed to hold virtually on 14 November 2024 or any other date as may be proposed, as same is in contempt of the proceedings of this honourable Court pending in this suit.

“An Order of mandatory restorative injunction setting aside and or reversing all steps and actions taken by the Plaintiff, 1st and 7th Defendants and or persons purporting to act on their instructions or statutorily putting into effect any resolutions or decisions taken at the 12th Annual General Meeting proposed to be held virtually on 14 November 2024 or any other date as may be designated, including but not limited to the entities and or persons listed in the schedule to this application, which steps and/or actions were taken during the pendency of this action in relation to issuing the Notice of 12th Annual General Meeting of the 1st Respondent and conducting any business thereat.

“An Order restraining the Plaintiff, the 1st and 7th Defendants from proceeding to hold the 12th Annual General Meeting of the 1st Defendant proposed to hold virtually in contempt of the proceedings of this honourable Court pending the determination of this suit.

“An Order for accelerated hearing of all pending applications and the instant suit.

“And for such further order or other orders as this honourable Court may deem fit to make in the circumstances of this case.”

In a 10-paragraph affidavit in support of the Motion, the 6th Defendant/Applicant (the Applicant) stated that the Plaintiff commenced the action by Originating Summons dated April 26, 2024 against the 1st Defendant/Respondent alone praying the court to inter alia order a court-ordered Annual General Meeting of the 1st Defendant to be held on or before April 30, 2024.

He stated that it was based on various orders of the Court that all the other Defendants were subsequently joined to the suit as it was apparent that the Plaintiff and the 1st Defendant only designed this suit to steal a match against all the other Defendants, the 7th Defendant excluded.

According to the deponent “It is the contention of the Plaintiff, to which the 1st and 7th Defendants excitedly concurred, that it had been impossible for the 1st Defendant to convene an Annual General Meeting due to numerous suits filed by the 2nd – 6th and 8th and 9th Defendants, hence the need for this honourable Court to order a Court-ordered meeting of the 1st Defendant.

“Other Defendants contended that the 1st Defendant is perpetrating illegality and attempting to further oppress the other Defendants, being minority shareholders, pursuant to which fact they instituted various suits against the 1st Defendant.

“That part of the complaints of the Defendants, particularly the 6th Defendant/Applicant, is that the consistent recalcitrance of the FBN Holdings Plc to conduct its Annual General Meeting virtually is a deliberate effort to oppress the Applicant and other minority shareholders, and that the Articles of Association of the 1st Defendant and the Companies and Allied Matters Act, 2020 do not enable the 1st Defendant to conduct its Annual General Meeting virtually.”

The deponent further stated that facts, issues and claims of the Defendants in all the other suits are already referenced in the Plaintiff’s Originating Summons and the legality or otherwise of holding the Annual General Meeting of the 1st Defendant by virtual means is a live cause of action yet to be decided by this honourable Court.

“That proceedings in this matter came up last on October 15, 2024 where the Plaintiff, the 1st and 7th Defendants vehemently insisted that the Court must proceed to hear their Originating Summons so that they could have a court-ordered meeting foisted on all the other Defendants in complete disregard for pending proceedings in all other suits;

“Whilst this matter is pending and this honourable Court had adjourned its proceedings to 18.11.2024 for hearing of all pending applications and the substantive Originating Summons, the 1st Defendant, in defiance of the proceedings of this honourable Court issued a publication named ‘Notice of Annual General Meeting’ dated 18.10.2024 proposing to hold the said Annual General Meeting virtually via the Zoom link https://www.fbnholdings.com/agm-2024-live at 10 am, which is a pending subject matter before this honourable Court.

He added that the same business of increasing and raising share capital of the 1st Defendant, which is the reason deter for which the Plaintiff approached the Court, has been proposed with finality to be conducted at the said 12th Annual General Meeting of the 1st Defendant thereby making the Court a mere academic environment.

“The 1st and 7th Defendants are attempting to foist a fait accompli on this honourable Court, using it as a mere platform to ventilate a contrived grievance that they have designed a rival means of achieving its goal;

“The 1st and 7th Defendants have treated the proceedings of this honourable Court with contempt and disdain and are attempting to destroy the res of the dispute that the same Plaintiff, the 1st and 7th Defendants have called upon this honourable court to determine.

He added that the Defendants have desecrated the hallowed chamber of this Honourable Court by proceeding to issue the Notice of 12th Annual General Meeting designed to hold virtually to the exclusion of the minority shareholders.

“The balance of convenience is in favour of the Applicant who would be prejudiced by the failure of this honourable Court to grant this application as the Plaintiff, 1st and 7th Defendants would proceed to hold the said Annual General Meeting to the detriment of the membership rights of the Applicant to attend and effectively participate at the said Annual General Meeting.

“I verily believe that it is in the interest of justice that this application be heard expeditiously to protect the dignity, integrity and sanctity of this honourable Court and its proceedings.” He concluded.

The battle continues as the public is watching with bated breath.