Shareholders ask court to stop NGX Group’s AGM

Shareholders of Nigerian Exchange Group (NGX Group) have filed an application at the Federal High Court, Lagos, seeking to stop the company from holding its Annual General Meeting (AGM) on September 30.

Ripples Nigeria had previously reported that the shareholders gave NGX Group seven days to respond to its complaints or be hit with a lawsuit.

They were left out of the AGM after the management opted for an attendance by proxy.

The NGX Group had stated it would select the proxy, citing the Federal Government’s COVID-19 protocols as reason for stopping the shareholders from attending the meeting.

The shareholders who were led by Olajuwon Olayinka, Idris Ibironke, and Bamidele Olawoye, had in the application filed by their counsel, S.O&C Legal, said COVID-19 measure does not apply again since the federal government has lifted it.

In a statement obtained by Ripples Nigeria on Thursday, the counsel said the restriction of the shareholders was an infringement of their rights.

The NGX Group had earlier dragged the shareholders to the Federal High Court, Lagos, over the move to stop the AGM.

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The notice read: “A DECLARATION that any and all Resolutions passed at the Annual General Meeting of the Nigerian Exchange Group Plc. consequent upon the said Notice of the 61st Annual General Meeting of Nigerian Exchange Group Plc. and issued by Mojisola Adesola, Company Secretary/ Head of Compliance on 7th September 2022 are lawful and validly made having been made in accordance with all extant laws, regulations and the Memorandum and Articles of Association (MEMART) of Nigerian Exchange Group Pc. dated 15th September 1960 as amended by a Special Resolution passed on the 3rd of March, 2020.

“An Order restraining the defendants individually and severally from interfering with the validity of the Notice of the 61st Annual General Meeting of Nigerian Exchange Group PIc. dated the 7th September 2022 by Mojisola Adesola, Company Secretary/Head of Compliance ON 7TH September 2022 and the Resolutions.”

In their application, the shareholders urged the court to issue an order of interlocutory injunction, restraining the NGX Group from going ahead with the AGM.

“AN ORDER of interlocutory injunction restraining the Ist-13th Respondents hereto from assembling for presiding over, participating in, in any way holding or directing affairs of the 61st Annual General Meeting of the Ist Respondent scheduled to bold on Friday. 30d September 2022, notice of which was given by “NOTICE OF SIXTY- FIRST ANNUAL GENERAL MEETING” dated 7th September 2022, pending the hearing and determination of this Suit;

“AN ORDER of interlocutory injunction restraining the 3rd, 4th, 6th, Lot. 11th, 12th, 14th, and 15th Defendants by Counterclaim or any person(s) appointed by the 2nd – 12th Respondent to act in their stead as a proxy to any shareholder, from acting and/or accepting to act as a proxy of any shareholder pursuant to the Ist Respondent’s “NOTICE OF SIXTY- FIRST ANNUAL GENERAL MEETING dated 7th September 2022, pending the hearing and determination of this Suit:

“Such further or other order as this Honourable Court may consider fit to make in the circumstances of this case NGX Group Plc and its Board of Directors have been served with all processes in Suit No FHC/L/CS/ 1808/2022, including the application for an injunction, and are therefore fully aware of the prayers produced above,” the shareholders stated.

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