Wakilii

IN RE British American Tobacco (Uganda) Limited (MISCELLANEOUS CAUSE NO. 107 0F 2020)

High Court · [2020] UGHCCD 133 · 2020 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application under section 142 of the Companies Act for leave to convene Annual General Meeting by electronic means
Decision
Application granted with conditions

Observed later treatment

No later-treatment classification is recorded for this judgment.

Citator coverage is limited to judgments in the Wakilii corpus and source-matched treatment records. Absence of a signal is not an assertion that the case remains good law.

AI-generated summary. This summary was generated by AI from the full text of the judgment. It may contain errors or omissions—always read the source judgment before relying on it.

Holding

Held that where COVID-19 restrictions on public gatherings made it impracticable for a public company with approximately 1,230 members to convene an Annual General Meeting in the manner prescribed by its Articles of Association, the court under section 142 of the Companies Act 2012 has power to order that the meeting be held by electronic means to ensure compliance with statutory requirements and enable the company to operate smoothly.

Outcome

Application granted with conditions

Facts

British American Tobacco Uganda Limited is a public company listed on the Uganda Securities Exchange with approximately 1,230 members both local and foreign. The company is required by its Articles of Association, the Companies Act 2012, and listing rules to convene an Annual General Meeting for the year ended 31st December 2019. The Articles require physical attendance with a quorum of at least 7 members present in person. Following the COVID-19 pandemic declaration by WHO on 11th March 2020 and notification as a health emergency in Uganda on 17th March 2020, the Government implemented public health measures including a blanket ban on public meetings under the Public Health (Control of COVID-19) Rules 2020. The statutory requirement mandates holding the AGM within 15 months of the last meeting, requiring the meeting to occur by 22nd August 2020. Fred Tumwesigye Bisamunyu, a director and member of the company, applied to court seeking leave to hold the AGM by electronic means.

Issues

  1. Whether the court should grant leave to British American Tobacco Uganda Limited to convene and conduct its Annual General Meeting by electronic means due to COVID-19 restrictions on public gatherings.

Orders

  • British American Tobacco Uganda Limited is granted leave to convene and conduct the Annual General Meeting for the year ended 31st December 2019 by electronic means.
  • The leave is subject to obtaining a prior no-objection from Uganda Securities Exchange and complying with all applicable notices issued under the Uganda Securities Exchange Listing Rules 2003 and the law.
  • The costs of this application are to be met by the company.

Rules and key headnotes

Company Law — Annual General Meetings — Power of Court to Order Meeting by Alternative Means
Where it is impracticable to call or conduct a meeting of a company in the manner prescribed by the articles of association or the Companies Act, the court has power under section 142 of the Companies Act 2012 to order that a meeting be called, held and conducted in such manner as the court thinks fit.
Company Law — Annual General Meetings — Electronic Meetings During COVID-19 Restrictions
Government restrictions on public gatherings implemented to combat the spread of COVID-19, which prohibit physical meetings, constitute circumstances making it impracticable for a public company to convene an Annual General Meeting in the manner prescribed by its articles, justifying court permission to hold the meeting by electronic means.
Company Law — Annual General Meetings — Statutory Compliance and Governance
Where a public company is required by statute to hold an Annual General Meeting within a specified timeframe to enable members to consider and approve resolutions reserved for their mandate that are important for governance, management and operations, and circumstances prevent holding the meeting in the prescribed manner, the court will facilitate alternative arrangements to ensure statutory compliance and continued governance of the company.

Legislation cited (5)

Full judgment

↓ Download PDF

The original judgment as reported. Read the original PDF before relying on any passage.

IN RE_ British American Tobacco (Uganda) Limited (MISCELLANEOUS CAUSE NO. 107 0F 2020) [2020] UGHCCD 133 (11 June 2020)
Source: this page presents Wakilii’s issue analysis and metadata for a publicly reported Ugandan judgment. Any AI-generated summary is marked as such. Judgment text is sourced from the Uganda Legal Information Institute (ulii.org). Wakilii is not affiliated with ULII.