Court halts FBN Holdings AGM amid shareholder dispute

The Federal High Court in Lagos has issued an order preventing FBN Holdings Plc from holding its 12th Annual General Meeting (AGM) scheduled for August 22, 2024, whether virtually or otherwise.

This decision comes in response to a motion for an interlocutory injunction filed by an aggrieved shareholder, Tohir Folorunsho Ismaila.

Justice Akintayo Aluko granted the interim injunction on August 13, 2024, after considering an ex-parte motion filed by Prof. Taiwo Osipitan (SAN) and his legal team on behalf of Ismaila.

The injunction restrains FBN Holdings, its directors, agents, and anyone acting on its behalf from conducting the AGM or passing any resolutions until the petitioner’s motion is fully heard.

The court’s order specifically prohibits FBN Holdings from issuing any notices for a general meeting or holding the AGM in any form until the court decides on the motion for an interlocutory injunction.

The case, marked as FHC/L/CP/1428/2024, has been adjourned until August 23, 2024, for further proceedings.

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Ismaila, the petitioner, argues that FBN Holdings’ decision to hold the AGM virtually is “illegal and oppressive,” claiming it would prevent many shareholders from participating and voting on important matters.

He contends that the virtual format would unfairly impact his rights and interests as a shareholder.

He adjourned the case till August 23, 2024, for the Motion on Notice.According to

, 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.

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“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.”