IT is now official that a Federal High Court sitting in Lagos has fixed October 30, 2023, to hear the contestation of the suit brought by some shareholders of First Bank Holdings Plc in which they are seeking the nod of the court to determine the status of the 10th Annual General Meeting of the bank which took place last year during which the Group Managing Director (GMD) Mr. Nnamdi Okonkwo and a non executive director, Mr. Julius Omodayo-Owotuga, were appointed by the AGM’s decision.
Consequently, counsel to the parties met the presiding judge, Justice Akintayo Aluko in his chambers at Ikoyi, Lagos for an adjournment to October 30 for hearing of the matter since the judge’s docket was full on Thursday October 12, 2023 when the matter came up.
Justice Aluko was to take arguments from counsel to the parties on that day following the application of one of the shareholders (plaintiff) in the case, to commence contempt proceedings against the company and its board of directors.
Recall that on July 15, 2022, the Court granted an order restraining First Bank Holding Plc from implementing all the decisions taken at its 10th Annual General Meeting held on June 20, 2022, at Oriental Hotel, Lagos.
First Bank Holdings PLC is the controlling owner of First Bank of Nigeria Plc.
Specifically, Justice Akintayo Aluko granted an order directing First Bank Holdings Plc and all the respondents in the case, to maintain the status quo ante belum prevailing before the AGM was held on June 20, 2022, 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.
The Court also stopped the respondents from raising or issuing shares and from implementing any of the resolutions reached at the 10th AGM.
Named as respondents in the suit are First Bank Holdings Plc, the Chairman of the Board of Directors, Alhaji Ahmed Abdullahi, the Non-Executive Director , Mr Julius Omodayo-Owotuga and the Group Managing Director, Mr Nnamdi Okonkwo.
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.
Responding to the suit, First Bank filed an application to discharge the order, whilst the Central Bank of Nigeria applied to join the suit as an interested party.
The Court dismissed the application of CBN but was yet to take the application of First Bank to set aside the existing order when First Bank proceeded to convene its 11th AGM wherein it purported to implement all the resolutions of the 10th AGM which the Court had halted by its order.
The plaintiff in the case promptly commenced contempt proceedings against First Bank and its directors by applying to the Court to file Form 48 being a notice of consequences of disobedience to the order of the Court.
On July 27, 2023, Hon Justice Nicholas I. Oweibo, sitting as a vacation court, granted leave to the plaintiff to commence contempt proceedings against First Bank and its directors.
The substantive petition was filed by Mr. Olusegun Onagoruwa, an aggrieved shareholder of First Bank Holding Plc, in which he claims that the affairs of the company are being run illegally and oppressively.
Specifically, the Petitioner is contending in this suit that he was not served with statutory notice for the 10th AGM that was held on 20th June, 2022. Arguing the case on behalf of the Petitioner, Mr. Adegboruwa 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 (SAN) argued that the law is trite 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, 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. He added that the AGM had not confirmed 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, adding that 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 averred 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), presentation 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, unissued 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.”
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