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Nigerian Court Adjourns First Bank's Case On 10th Annual General Meeting To November, Order Stopping Implementation Of Decisions At Conference Subsists

The court on July 15, 2022, granted an order directing the company and its directors to revert to the status prevailing before the 10th Annual General Meeting.

The Federal High Court, sitting in Lagos, on Friday, July 22, 2022, adjourned the case filed against First Bank Holdings Plc and its directors to November 30, 2022, for hearing.
SaharaReporters earlier reported that the court in the interim restrained First Bank Nigeria Holdings Plc, from implementing the decisions reached at its recently held 10th Annual General Meeting (AGM).


Specifically, Justice Akintayo Aluko who presided over the court, gave the 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 court on July 15, 2022, granted an order directing the company and its directors to revert to the status prevailing before the 10th Annual General Meeting held on June 30, 2022. The order was granted at the instance of an aggrieved shareholder of the company, Mr Olusegun Onagoruwa.
Meanwhile, at the court proceedings today (Friday), Ebun-Olu Adegboruwa, SAN, counsel for the Petitioner informed the court that all court papers and the court order had been served on all the respondents and thus he was ready for the hearing of the pending motion on notice for interlocutory injunction.
Whereas, Professor Gbolahan Elias, the lawyer of the respondents, informed the court that the respondents were served on Monday, July 18, 2022 and he needed time to go through the papers.
Mr. Adegboruwa did not object to the application for an adjournment. Consequently, by consent of counsel, the case was adjourned to November 30, 2022.
The effect of the court proceedings of July 22, 2022, is that the order made by the court on July 15, 2022, remains in force until the hearing and final determination of the motion on notice for an order of interlocutory injunction.
The Petition was filed by Mr. Onagoruwa, an aggrieved shareholder of First Bank Holdings Plc, in which he 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 a statutory notice for the 10th AGM that was held on 20th June 2022.
Arguing the case on behalf of the Petitioner, Mr. Adegboruwa had 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 a fair hearing in the determination of the Petitioner’s civil rights and obligations.
According to Adegboruwa’s argument, 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, 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 of July 15, 2022, followed a motion ex-parte filed on 6th July 2022 seeking to preserve the subject matter of the Petition before the Court.
In a 52-paragraph affidavit in support, the Petitioner stated that despite being a shareholder of First Bank Holdings Plc, he was not served with notice of the AGM held on 20th June 2022 at Oriental Hotel.
The petitioner also stated 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-Awodugba as Non-Executive Director. The Petitioner filed an affidavit of urgency in support of the application.
According to the affidavit filed in support of the motion, the petitioner averred that the kernel of the matter is the decision and resolutions reached at the just concluded Annual General Meeting of the 1st Respondent held on Monday, June 20, 2022. That the Applicant's rights as expressed in the Petition which includes the Applicant's right to be personally served with Notice of the Annual General Meeting of the 1st Respondent, have been breached, hence the instant application. And that it is imperative to allow the Court to determine all issues and reliefs sought on the merits without any interference from any party implementing, with respect to the meeting, acting on, and executing decisions reached at the General Meeting of the 1st Respondent held at Oriental Hotel, Lagos held on Monday, 20th June 2022.