Shareholders may not obstruct the re-election of directors nominated by others according to the Articles of Association; only Nominating Shareholders hold such rights.

[1] This is a case on the interpretation of a company's articles of association (AA) and the agreement among shareholders of that company.

[2] The first defendant company (1^st Defendant) is a public limited company licensed under the Islamic Banking Act 1983 (IBA). Upon the repeal of IBA, the 1^st Defendant is deemed to be licensed under the Islamic Financial Services Act 2013 ( IFSA ). The 1^st Defendant carried on business as an Islamic bank.

[3] The original shareholding of the 1^st Defendant is as follows:

(a) the plaintiff company (Plaintiff) held 70% shares in the 1^st Defendant;

(b) the fourth defendant company (4^th Defendant) owned 20% shares in the 1^st Defendant; and

(c) Global Investment House, a company incorporated in Kuwait (Global) held 10% shares in the 1^st Defendant.

[4] The Plaintiff, 4^th Defendant and Global entered into a shareholders agreement dated 19 November 2006 in relation to the 1^st Defendant (SA).

[5] On 3 September 2008, the Plaintiff, 4^th and 5^th Defendants entered into a Deed of Adherence (1^st DOA) as Global sold all of its shares in the 1^st Defendant to the 5^th Defendant.

[6] A second deed of adherence (2^nd DOA) was concluded on 27 September 2010 by the Plaintiff, 4^th to 6th Defendants because the Plaintiff transferred 10% of its shares in the 1^st Defendant to the 6th Defendant.

[7] The present shareholders of the 1^st Defendant are as follows:

(a) the Plaintiff holds 66.67% shares in the 1^st Defendant;

(b) the 4^th Defendant owns 16.67% shares in the 1^st Defendant;

(c) the 5^th Defendant has 6.67% shares in the 1^st Defendant; and

(d) the 6th Defendant holds 10% shares in the 1^st Defendant.

[8] The second defendant (2^nd Defendant) was previously proposed by the Plaintiff to be a director of the 1^st Defendant to represent the Plaintiff in the 1^st Defendant's board of directors (BOD). Upon the 6th Defendant's acquisition of 10% shares in the 1^st Defendant, the 2^nd Defendant was deemed a director of the 1^st Defendant to represent the 6th Defendant - clause 3.1 of the 2^nd DOA (Clause 3.1).

[9] The third defendant (3^rd Defendant) is the corporate representative of the 5^th Defendant in the BOD.

[10] On 4 April 2014, the 1^st Defendant's company secretary, Cik Hasnita Sulaiman (Company Secretary) issued a notice for the 1^st Defendant's annual general meeting of shareholders to be held on 29 April 2014 (AGM) with the following agenda:

"...

(3) To re-elect Directors.

(i) in accordance with Article 68 [AA] [Art. 68], the following Directors shall retire and being eligible by virtue of Article 67 [AA] [Art. 67] offer themselves for re-election:

(a) [2^nd Defendant]

...

(ii) in accordance with Article 71 [AA] [Art. 71], the following Directors shall retire and being eligible by virtue of [Art. 71] offer themselves for re-election:

...

(b) [3^rd Defendant]..."

[AGM Notice].

[11] The above facts are undisputed. Before this suit, 2 proceedings have been filed in 2 other High Courts and are still pending. As such, I will confine my subsequent narration to undisputed facts relevant to this case only.

[12] At the AGM:-

(a) the chairman was Dr Saleh Malaikah, corporate representative for the 4^th and 5^th Defendants (Dr. Saleh);

(b) the Plaintiff's corporate representative, Mr. Giles Cunningham (Plaintiff's Representative) informed the AGM that the Plaintiff had instructed him to vote against the re-election of the 2^nd Defendant as the 1^st Defendant's director;

(c) the Plaintiff's Representative requested a vote by poll; and

(d) the AGM was adjourned by Dr. Saleh to enable all shareholders of the 1^st Defendant to obtain leg