Court determines status of First Bank Holding AGM tomorrow

Ogunsakin Mustapha
5 Min Read

The Federal High Court, sitting in Lagos, will tomorrow, October 12, 2023 commence hearing of proceedings to determine the status of the 11th Annual General Meeting of First Bank Holdings Plc.

The presiding judge, Hon Justice Akintayo Aluko will take arguments from counsel to the parties, sequel to the application of the plaintiff in the case, to commence contempt proceedings against the company and its board of directors.

On July 15, 2022, the Court granted an order which stopped 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 antem 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, Alhaji Ahmed Abdullahi, the Chairman of the Board of Directors, Mr. Julius Omodayo-Owotuga, Non-Executive Director and Mr. Nnamdi Okonkwo, Group Managing Director. 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.

In response 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 it 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 27th July 2023, Hon Justice I.N. 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. Principally, 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 argued that 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.

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