Hearing Of Suit To Stop First Bank’s Extraordinary AGM Fixed For April 24 

Justice Akintayo Aluko of a Lagos Federal High Court, has fixed April 24, for hearing of a motion seeking to stop Extraordinary Annual General Meeting of the First Bank Holdings Plc, scheduled to hold on April 30.

The motion was filed one of the First Bank’s shareholders, Mr. Olusegun Onagoruwa, through his lawyer, Ebun-Olu Adegboruwa.

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

Onagoruwa in a motion notice dated and filed April 17, 2024, is seeking the following reliefs: “an order restraining First Bank Holdings and its Board of Directors, their Agents, Employees, Servants, Officers, Directors, Privies or anyone acting on their behalf or at their behest, from conveying, conducting and/or holding the first respondents’ Extraordinary General Meeting scheduled to hold virtually on the 30th day of April, 2024, pending the hearing and determination of the substantive action.

“An order restraining First Bank Holdings Plc and its Board of Directors, their Agents, Employees, Servants, Officers, Directors, Privies or anyone acting on their behalf or at their behest, from conveying, conducting and/or holding any meeting of the 1st Respondents whether physically or virtually, capable of undermining, subverting, compromising, eroding and/or rendering nugatory and/or worthless, the Order of this Honorable Court made on the 15th day of July, 2022 and the substantive action filed by the Applicant, pending the hearing and determination of the substantive action.

“An order setting aside, nullifying, annulling and/or quashing all the meetings of First Bank Holdings Plc held during the life span of the Order of this Honorable Court made on the 15th day of July, 2022 including the decisions and resolutions reached at such meetings and the steps already taken by the Directors, Officers, Agents, Servants and Employees of the 1st Respondent in a bid to execute, actualize, objectify and implement the said resolutions and decisions reached at such meetings.”

The applicant, in the affidavit in support of the motion deposed to Babatunde Muyideen, a litigation executive in the law firm of the applicant’s counsel firm, stated that applicant approached the Court through a petition on July 6, 2022 to determine the questions relating to his rights as a shareholder, unfair treatment and the validity of the second to fourth respondents’ appointments, same having not been approved by the Shareholders of the first respondent. 

The deponent further states as follows: “that the Applicant filed a Motion Ex parte praying the Court for an Order of interim Injunction restraining the Respondents from taking any step or further step(s) to implement, execute and/or enforce any of the decisions and/or resolutions reached at the 10th Annual General Meeting of the Respondent (FBN Holdings) or in the alternative, directing the Respondents to maintain the status quo ante bellum prevailing before the first respondent’s Annual General Meeting of 20th June, 2022, pending the hearing and determination of the Motion on Notice filed by the Applicant on the 6th day of July, 2022 for interlocutory Injunction.

“That he knows that on the 15th day of July, 2022, when the matter came up for hearing of pending application, this Court granted the alternative prayers sought by the applicant and thereafter made an order “directing the respondents herein jointly and severally whether by themselves, agents, servants, officers and/or privies or otherwise howsoever to maintain the status quo ante bellum prevailing before the 1st Respondent’s 10th Annual General Meeting was held on the 20th June, 2022, at Oriental Hotel Lagos, pending the hearing and final determination of the motion on notice for interlocutory injunction.

“That the respondents herein who were the respondents in the application for interim order, were immediately served with the interim order of Court made on the 15th of July, 2022. Attached as Exhibit A, is a certified true copy of the interim order of this Court made on the 15th July, 2022.

“That by reason of the said Order of this Court made on the 15th day of July, 2022, the Respondents were mandated to abide by the state of affairs prevailing before the 1st Respondent’s (i.e. FBN Holdings Plc) Annual General Meeting of 20th June, 2022, pending the hearing and determination of the Motion on Notice filed by the applicant on the 6th day of July, 2022 for interlocutory Injunction.

“That by the said Order of Court directing the respondents to maintain status quo ante bellum, the respondents are required not to hold and/or conduct any meeting of the 1st Respondent pending the hearing and the determination of the motion on notice. That the Respondents have continued to disobey the order of this Honorable Court believing that there are no consequences for such disobedience of order of Court.

“That the respondents having incessantly and brazenly disobeyed the Order of this Court as stated above, they are now making frantic efforts to conduct another Extraordinary General Meeting (EGM) in defiance of the Order of Court that no steps be taken by them (the Respondents) pending the hearing of the motion on notice praying the Court for an Order of interlocutory injunction. 

“That the respondents have again published on the first respondent’s website, notice of the said Extraordinary General Meeting scheduled to hold virtually on the 30th day of April, 2024.

“That it is the same respondents restrained by the order of this Court made on the 15th July, 2022, from taking further steps that have now convened the Extraordinary General Meeting (EGM) slated for the 30th April, 2024. 

“That from the Notice of the EGM, the businesses to be transacted at the floor of the Meeting forms the subject matter of the action already submitted to this Honorable Court for adjudication.

“That part of the business to be transacted on the floor of the EGM of the first respondent (particularly agenda a, b, c and d of the Exhibit C) requires the active participations and decisions making of the second to fourth respondents which this court has by it Order of 15th July, 2022, restrained from taking further actions.

That the said Extraordinary General Meeting slated for 30th day of April, 2024, is aimed at undermining, subverting, compromising and rendering nugatory the Order of 15th day of July, 2024 and the outcome of the substantive petition. And that the legality or otherwise of a virtual meeting of the first respondent is already subject of another action i.e. Suit No.: FHC/L/CP/1575/2023.

“That the petitioner/applicant will no doubt be overreached by the outcome or any decision reached at the EGM if eventually the said EGM is held. And that he knows that the respondents have continued to treat the Order of this Honorable Court with disdain and impunity even after the service of the Forms 48 and 49 on them.

“That the First Bank Holdings and the Board of Directors have been served with the application through their lawyers while the case is coming up on April 24, 2024.”

It will be recalled that First Bank Holdings Plc has been embroiled in several court cases regarding the management and control of the company and its allied entities, leading to various court orders.