Court Stops AGM of FBN Holdings

Wale  Igbintade

There appears to be no end in sight to the troubles facing FBN Holdings Plc, owners of First Bank, as a Federal High Court in Lagos on Wednesday restrained the Holding company from holding its Annual General Meeting (AGM) hitherto fixed for August 15, 2023 pending the hearing and determination of the substantive matter filed before the court by three aggrieved shareholders of the bank.

Justice Nicholas Oweibo made the order after hearing an ex-parte application moved by Muiz Banire, leading Kunle Adegoke and Seun Onabowu, all counsels for the petitioners/applicants, in suit number FHC/L/CP/1575/23.

The petitioners are Olojede Adewole Solomon, Adebayo Oluwafemi Abayomi, and Ogundiran Emmanuel Adejare. The court order is dated August 9, 2023.

In the ruling, Justice Oweibo directed FBN Holdings Plc not to hold its scheduled AGM until the issues before the court are resolved.

The order reads, “Upon reading the affidavit in support of the motion; ex-parte and exhibits attached, thereto sworn to by Adebayo Oluwafemi Abayomi, Male, ‘Christian, Nigerian, Businessman of 4, Lawani Close, Off Gaskiya Road, Ijora, 7 Up Apapa, Lagos State and a written address in support of the Motion Ex-parte dated 8th day of August, 2023.

“It is hereby ordered as follows: “An Order of Interim Injunction restraining the Respondent (FBN Holdings Plc), whether directly by itself, or indirectly through its directors, managers, officers, employees, servants, consultants, attorneys, agents, representatives, privies, however so called, persons acting under its instructions and control, from holding, or taking any step to hold, or proceeding with the proposed Annual General Meeting of the Respondent scheduled to hold on the 15th day of August, 2023 by virtual means, pending the hearing and determination of the Motion on Notice already pending before this Honourable Court

“And for an order or other orders as this Honourable Court may deem fit to make in the circumstances.” 

It would be recalled that Justice Oweibo has in a sister suit filed by an aggrieved shareholder of FBN, Olusegun Onagoruwa granted an application seeking substituted service on the Group Managing Director (GMD) of FBN Holdings Plc, Nnamdi Okonkwo, and two other Directors of the bank over alleged contempt in a case filed against them. 

Aside Okonkwo, other alleged contemnors are Alhaji Ahmed Abdullahi, Chairman of the Board of Directors and Mr. Julius Omodayo-Owotuga, Non-Executive Director.

Justice Nicholas Oweibo, granted the application after hearing arguments from human rights lawyer and Senior Advocate of Nigeria, Ebun-Olu Adegboruwa, on behalf of the petitioner, Mr. Olusegun Onagoruwa, an “aggrieved” shareholder of FBN Holding Plc.

Some shareholders of FBN Holding had last Monday protested against moves to suspend the 11th AGM of the financial institution and management’s proposed plan to raise fresh capital and appoint new directors.

Displaying placards with inscriptions such as “Oba Otudeko, First Bank is not your property,’ Otudeko, First Bank is Greater than you,’ the protesters were seen chanting solidarity songs.

The shareholders, in the protest that took place at the Head office of FBNH at Marina, Lagos, decried the move by some individuals to use court to stop the AGM, noting that AGMs are statutory meetings which cannot be stopped from holding.

The management of FBN Holdings is planning to increase its share capital from N17.95 billion ordinary shares of 50 kobo each to N22.43 billion ordinary shares of 50 kobo each and also seeking shareholders’ approval to raise fresh capital by means of right issue.

The lender will raise the funds via the creation of 8.974 billion ordinary shares at 50 kobo each.