Facts:

The appellant is a shareholder of the respondent company. Sometimes in 2007 the respondent held its thirty-sixth Annual General Meeting (AGM) at Muson Centre, Lagos, however, notice of the AGM was not posted to the appellant until eight days after the AGM. Aggrieved by the action of the respondent, the appellant wrote a letter to them expressing her displeasure and disappointment as she was denied her right to attend the AGM being a shareholder of the company. In response, the respondent wrote series of letters admitting the late delivery of the notice of the AGM but attributed the delay to accidental omission by the courier company. Dissatisfied with the response of the respondent, the appellant filed an action before the lower Court by way of Originating Summons seeking for the following reliefs:

A. Declaration that the Plaintiff is a Shareholder in the Defendant’s Company, and is entitled to be notified of and enabled to attend and or participate in the Defendant’s Annual General Meeting.

B. A Declaration that the Defendant’s Notice of its Thirty-Sixth Annual General Meeting which was posted on 30th May, 2007 and which the Plaintiff received on 26th June 2007, whereas the said meeting was to be held and indeed held on Tuesday 22nd May, 2007 is improper. Same having failed to comply with the relevant provisions of Company and Allied Matter Act 1990.

C. A Declaration that as a result of this late receipt of the said notice of meeting, the Plaintiff was deliberately prevented from attending and or speaking at the Defendant’s Thirty-Sixth Annual General Meeting.

D. A Declaration that the Plaintiffs right to attend and or speak at the Defendant’s Thirty-Sixth Annual General Meeting was grossly and or unjustly violated.

E. A Declaration that all the business purported to have been transacted and resolutions passed at the Defendant’s Thirty Sixth Annual General Meeting held on Tuesday 22nd day of May, 2007 at Shell Nigeria Hall, Muson Centre, 8/9 Marina, Onikan, Lagos same having failed to comply with the relevant provisions of Companies and Allied Matters Act 1990 are null and void and of no effect.

F. An Order for the costs of this proceeding in the sum of N5,000,000.00. See pages 2 – 3 of the Record of Appeal. The respondent filed its counter affidavit and after subsequent exchanges of further affidavits, the lower Court set down the matter for hearing. In its final ruling, the lower Court granted reliefs A and B but declined to grant reliefs C, D, E and F.

Dissatisfied with the ruling of the lower Court, the appellant appealed to the Court of Appeal.