Wakilii

IN RE Stanbic Uganda Holdings Limited (MISCELLANEOUS CAUSE NO. 108 OF 2020)

High Court · [2020] UGHCCD 134 · 2020 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application under the Companies Act for leave to convene an Annual General Meeting by electronic means
Decision
Leave granted to convene Annual General Meeting by electronic means

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court granted leave to Stanbic Uganda Holdings Limited to convene its Annual General Meeting by electronic means due to COVID-19 restrictions that made physical meetings impracticable. The court applied section 142 of the Companies Act 2012, which permits the court to order alternative meeting arrangements where it is impracticable to call or conduct a meeting in the prescribed manner.

Outcome

Leave granted to convene Annual General Meeting by electronic means

Facts

Stanbic Uganda Holdings Limited is a public company listed on the Uganda Securities Exchange with approximately 22,500 members. The company's Articles of Association require Annual General Meetings to be physically convened with a quorum of at least 7 members present in person. The applicant, a member holding 21,500,000 ordinary shares, sought leave to convene the Annual General Meeting for the year ended 31st December 2019 by electronic means. The Government of Uganda had implemented restrictive measures including a blanket ban on public meetings to combat the COVID-19 pandemic, declared on 11th March 2020 by the World Health Organisation and notified as a health emergency in Uganda on 17th March 2020. These public health measures made it impracticable to hold a physical meeting as required by the Articles of Association. The company needed to hold the meeting to comply with the statutory requirement to hold an annual meeting within 15 months of the last such meeting and to allow members to consider resolutions important for the company's governance and operations.

Issues

  1. Whether it was impracticable to convene the company's Annual General Meeting in the manner prescribed by the Articles of Association due to COVID-19 restrictions.
  2. Whether the court should grant leave to convene the Annual General Meeting by electronic means.

Orders

  • Stanbic Uganda Holdings Limited is granted leave to convene the Annual General Meeting for the year ended 31st December 2019 by electronic means, subject to obtaining a prior no-objection from Uganda Securities Exchange and complying with all applicable notices.
  • Costs of this application to be met by the company.

Rules and key headnotes

Company Law — Annual General Meetings — Virtual Meetings — Court Powers to Order Alternative Arrangements
Where it is impracticable to call or conduct a company meeting in the manner prescribed by the Articles of Association, the court may under section 142 of the Companies Act 2012 order that the meeting be called, held and conducted in such manner as the court thinks fit, including by electronic means.
Company Law — Annual General Meetings — Impracticability — COVID-19 Pandemic as Justification
Government-imposed restrictions on public gatherings during the COVID-19 pandemic constitute impracticability within the meaning of section 142 of the Companies Act 2012, justifying judicial authorization of alternative meeting arrangements for a listed company with large membership.
Company Law — Listed Companies — Uganda Securities Exchange Requirements — Protective Conditions
Where leave is granted to convene a meeting by electronic means, the court may impose conditions requiring compliance with regulatory requirements, including obtaining prior no-objection from the Uganda Securities Exchange and complying with applicable notices to protect the interests of all members.

Legislation cited (6)

Full judgment

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IN RE_ Stanbic Uganda Holdings Limited (MISCELLANEOUS CAUSE NO. 108 OF 2020) [2020] UGHCCD 134 (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.