The Federal High Court in Lagos State has scheduled Thursday, October 12, 2023, as the day for commencing hearings to determine the status of the 11th Annual General Meeting (AGM) of First Bank Holdings Plc.
Presided over by Hon Justice Akintayo Aluko, the court is set to consider arguments from the parties involved in a case initiated by the plaintiff to commence contempt proceedings against First Bank Holdings Plc and its board of directors.
This legal action follows a court order granted on July 15, 2022, which halted the implementation of all decisions made at the 10th AGM of First Bank Holdings Plc, held on June 20, 2022, at the Oriental Hotel in Lagos.
The court directed the company and all respondents to maintain the status quo prevailing before the 10th AGM, effectively suspending the appointment of Mr. Nnamdi Okonkwo as the Group Managing Director and Mr. Julius Omodayo-Owotuga as Non-Executive Director.
The court also prohibited the respondents from raising or issuing shares and from implementing any of the resolutions reached at the 10th AGM.
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Respondents in the case include 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.
The court order was granted after arguments by 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, and the Central Bank of Nigeria applied to join the case as an interested party.
The court dismissed the Central Bank’s application but had yet to address First Bank’s request to set aside the existing order when the bank convened its 11th AGM and purportedly implemented the resolutions of the 10th AGM that the court had halted.
In response, the petitioner initiated contempt proceedings against First Bank and its directors, applying to the court to file Form 48, a notice of consequences for disobedience to the court’s order. On July 27, 2023, Hon Justice I.N. Oweibo, sitting as a vacation court, granted leave to the petitioner to commence contempt proceedings against First Bank and its directors.
The petitioner, Mr. Olusegun Onagoruwa, an aggrieved shareholder of First Bank Holdings Plc, contends that the company’s affairs are being conducted unlawfully and oppressively. He argues that he was not served with a statutory notice for the 10th AGM held on June 20, 2022. Onagoruwa asserts that this lack of notice constituted a breach of his constitutional right to fair hearing and calls for the decisions taken at that AGM to be set aside by the court.
Moreover, Onagoruwa’s legal representative, Mr. Adegboruwa, argues that the decisions and resolutions made at the 10th AGM, particularly regarding the appointment of Directors, are null and void since shareholders were not given the opportunity to approve the new Board of Directors appointed by the Central Bank Governor.
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He contends that the CBN Governor’s powers to appoint or dismiss directors do not override the shareholders’ authority to confirm such appointments.
