Justice Akintayo Aluko of the Federal High Court sitting in Lagos has restrained FBN Holdings Plc from holding, conducting or hosting its 12th Annual General meeting scheduled for August 22, 2024, whether virtually or otherwise, pending the determination of a motion for interlocutory injunction filed by an aggrieved shareholder, Tohir Folorunsho Ismaila.
Justice Aluko gave the order on August 13, 2024, after hearing a motion ex-parte filed and moved by Prof. Taiwo Osipitan (SAN) with Mrs. Olayemi Badewole SAN and Adetola Ogunlewe Esq., for Ismaila, the Petitioner/Applicant
FBN Holdings is the sole respondent in the suit marked FHC/L/CP/1428/2024.
Justice Aluko held: “An Order of Interim Injunction restraining, the Respondent/Respondent by itself, its Directors, Secretary or agents, assigns, servants, privies or any person acting on its behalf from holding/ conducting/hosting the 12th Annual General Meeting of the Respondent scheduled for 22nd August 2024 via a virtual medium or howsoever pending the hearing and determination of the Petitioner’s Motion on Notice for Interlocutory Injunction is hereby granted.
“An Order of Interim Injunction restraining the Respondent, its agents, servants, privies and/or assigns from taking any steps to pass any special and/or ordinary resolutions at its Annual General Meeting slated for the 22nd of August 2024 pending the hearing and determination of the Petitioner’s Motion on Notice for Interlocutory Injunction is hereby granted.
“An Order of Interim Injunction restraining the Respondent, its Directors, Secretary, Agents, privies or person(s) acting on its behalf from sending out any Notice of General Meeting of the Respondent otherwise howsoever conveying any General Meeting of the Respondent/Respondent pending the hearing and determination of the Petitioner’s Motion on Notice for Interlocutory Injunction is hereby granted.”
He adjourned the case till August 23, 2024, for the Motion on Notice.
According to the petitioner, the grounds for this application include that he is aggrieved about alleged “illegal and oppressive actions of the Respondent, which has negatively affected his rights and interest as a shareholder of the Respondent.
“The Respondent has evinced an intention to hold its Annual General Meeting on the 22nd of August 2024 virtually where several issues requiring ordinary and special resolutions will be tabled for all the shareholders of the Respondent to vote on.
“The Respondent has deliberately proposed to hold the meeting virtually as opposed to physically where all shareholders of the Respondent will not have the opportunity to attend and vote.
“The issues and matters slated for deliberation at the proposed Annual General Meeting of 22nd August 2024 will affect the rights of the Petitioner as a Shareholder of the Respondent.
“It will be prejudicial to the interest of the Petitioner if the Respondent proposed Annual General Meeting is allowed to hold virtually, and the issues slated for deliberation voted on.”
