AGM: 3 Others Shareholders Challenge FBN Holdings

The courtroom drama bedeviling the FBN Holdings Plc and its subsidiary, First Bank of Nigeria Plc seems to be at the peak with three other shareholders again challenging the validity of the proposed Annual General Meeting of First Bank Holdings. 

In a fresh development are Olojede Adewole Solomon, Adebayo Oluwafemi Abayomi and Ogundiran Emmanuel Adediran and who are the 3rd, 4th and 5th Defendants/Applicants.

In their fresh application, they are 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, Mr. Kujenya Olayiwola Yusuf, Hakeem Lawal-Oluwa and Yetunde Olowoyeye.

The trio of Olojede Adewole Solomon, Adebayo Oluwafemi Abayomi and Ogundiran Emmanuel Adediran, in their Motion on Notice dated the 1st November, 2024 in Suit Number FHC/L/CS/684/2024 filed by their lawyer, Dr. Muiz Adeyemi Banire, SAN are 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 Applicants 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 Applicants added that while the matter was (and is still) pending and the court adjourned proceedings to 18 November, 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 Applicants 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 Applicants, who were joined as the 3rd, 4th and 5th Defendants in the suit, are 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 an 11-paragraph affidavit in support of the Motion, the 3rd, 4th and 5th Defendants/Applicants stated that the Plaintiff commenced the action by Originating Summons dated 26 April, 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 30 April 2024.