1. The Petitioners commenced these proceedings by a Petition dated 06th May 2026 challenging the legality and constitutionality of the proposed restructuring of the 1st Respondent, Co-operative Bank of Kenya Limited, into a Non-Operating Holding Company (NOHC). They contend that the process leading to the proposed restructuring contravenes Articles 10, 22, 23, 35, 47, 48 and 50 of the Constitution, as well as the Companies Act, the Banking Act and the Capital Markets Act. The Petition, which seeks declaratory and other constitutional reliefs, remains pending determination.
2. Simultaneously with the Petition, the Petitioners, who are also the Applicants, of even date seeking interim conservatory and injunctive relief pending the hearing and determination of the Petition. The application prays for orders restraining the Respondents from presenting, debating or procuring the approval of resolutions relating to the proposed restructuring, restraining the implementation of any resolutions approving that restructuring, restraining the convening or holding of the Annual General Meeting scheduled for 15th May 2026 in so far as it concerned the impugned resolutions, together with such further orders as the Court may deem just and costs of the application.
3. The application is supported by the Supporting Affidavit sworn by Peter Nyakundi on 06th May 2026 and his Supplementary Affidavit sworn on 25th May 2026. Peter Nyakundi, the 1st Petitioner and Applicant, states that he swore both affidavits on his own behalf and with the authority of the 2nd to 13th Applicants. He deposes that the Applicants are shareholders of the 1st Respondent and that the proposed restructuring is capable of substantially affecting their proprietary, voting and governance rights.
4. The Applicants contend that shareholders were invited to approve a far-reaching corporate restructuring without being furnished with sufficient information regarding its legal framework, governance implications, financial consequences, the transfer of the banking business and the effect of the proposed changes upon shareholder rights. They maintain that despite requesting further disclosure and shareholder sensitisation, the Respondents failed to provide adequate material to enable shareholders to make an informed decision before voting. In their view, the process adopted offended the constitutional requirements of transparency, accountability, procedural fairness and meaningful participation, thereby exposing shareholders to irreversible prejudice if the restructuring were implemented before the constitutional questions raised in the Petition were determined.
5. In the Supplementary Affidavit, the Applicants clarify that they do not oppose the restructuring of the Bank or the holding of Annual General Meetings as matters of corporate governance. Their complaint is directed solely at the legality of the process adopted by the Respondents, which they contend failed to satisfy the constitutional and statutory standards governing disclosure, participation and fair administrative action. On that basis, they urge the Court to preserve the subject matter of the Petition by restraining implementation of the impugned restructuring pending its determination.
6. The application is opposed through the Replying Affidavit sworn on 12th May 2026 by Samuel M. Kibugi, the Company Secretary of the 1st Respondent, who deposes on his own behalf and on behalf of the 1st, 2nd, 3rd and 4th Respondents. He states that he is duly authorised and conversant with the matters giving rise to the application.
7. The Respondents maintain that the proposed restructuring constitutes a lawful corporate reorganisation undertaken within the framework of the Banking Act, the Companies Act and the applicable regulatory regime. They aver that all requisite regulatory approvals were obtained, that shareholders received adequate information concerning the restructuring through notices, circulars, consultative meetings, delegates' forums and sensitisation programmes, and that the process fully complied with the applicable corporate governance and disclosure requirements. They therefore deny that the Applicants were deprived of meaningful participation or that any constitutional or statutory rights were violated.
8. The Respondents further contend that the Applicants have failed to demonstrate either a prima facie infringement of constitutional rights or any prejudice warranting conservatory intervention. It is their case that the impugned resolutions were lawfully considered and approved during the Annual General Meeting held on 15th May 2026, with the result that the prayers directed at restraining the convening or holding of that meeting were overtaken by events and cannot now be granted. They further maintain that no sufficient legal basis has been established for suspending the implementation of resolutions validly adopted through the prescribed corporate processes.
9. Pursuant to the directions issued on 14th May 2026, the Notice of Motion was canvassed by way of written submissions. The Applicants filed their Written Submissions dated 25th May 2026 together with a List of Authorities through M/s Ndongu Advocates. The 1st, 2nd, 3rd and 4th Respondents filed their Written Submissions dated 26th May 2026 together with a List of Authorities through M/s Waweru Gatonye & Co. Advocates. I have considered those submissions alongside the pleadings, affidavits and authorities relied upon by the parties.
10. Although the parties framed the issues differently, the Applicants addressing broader constitutional questions arising in the Petition while the Respondents confined themselves to the interlocutory application, the Court is concerned only with the issues necessary for determining the Notice of Motion presently before it.
11. In my view, the application raises the following issues for determination—
1) Whether the Notice of Motion dated 06th May 2026 has been overtaken by events.
2) Whether the Applicants have established a proper basis for the grant of the conservatory and interlocutory reliefs sought.
3) Who should bear the costs of the application.
12. The first issue is whether the Notice of Motion dated 06th May 2026 has been overtaken by events.
13. The Respondents contend that the Notice of Motion has been overtaken by events. They submit that once the Annual General Meeting scheduled for 15th May 2026 was convened and the impugned resolutions debated and passed, the prayers seeking to restrain the convening or holding of that meeting became incapable of practical enforcement. In support of that proposition, they relied on Republic v Kenya Maritime Authority & another; Zam Zam Shipping Limited (Interested Party) [2021] KEHC 309 (KLR), in which the Court reaffirmed the settled principle that a court will not issue orders directed at events that have already occurred or which are otherwise incapable of practical enforcement. It was therefore their submission that no useful purpose would now be served by granting orders restraining a meeting that has already been held.
14. The Applicants on the other hand maintain that the holding of the Annual General Meeting did not render the Notice of Motion spent. Their position is that the application was never directed solely at preventing the convening of the meeting but also sought to restrain the implementation, operationalisation and registration of the restructuring approved thereat pending the hearing and determination of the Petition. They argue that the restructuring process remains incomplete and that implementation continues to pose a real risk of altering the governance and corporate structure of the 1st Respondent before the constitutional questions raised in the Petition can be determined.
15. In support of their contention, the Applicants relied on Mitu-Bell Welfare Society v Kenya Airports Authority & 3 others [2021] KESC 34 (KLR), where the Supreme Court affirmed that the jurisdiction conferred upon the High Court by Article 23 of the Constitution includes the power to fashion such conservatory and supervisory relief as may be necessary to preserve constitutional rights pending the determination of a dispute.
16. There is no controversy that the Annual General Meeting scheduled for 15th May 2026 has since been held and that the resolutions impugned in these proceedings were considered by the shareholders. In those circumstances, the Court cannot issue orders directed at restraining the convening or holding of a meeting which has already taken place. Courts exist to determine live controversies and not to pronounce themselves upon events which have become incapable of practical restraint.
17. It is not in dispute that the Annual General Meeting scheduled for 15th May 2026 was convened and that the impugned resolutions were considered and passed by the shareholders. To the extent that the Notice of Motion sought orders restraining the convening or holding of that meeting, those prayers have been overtaken by events and are no longer capable of practical enforcement. The Motion, however, is not confined to those prayers. It also seeks to restrain the implementation, operationalisation and registration of the restructuring approved at the meeting pending the hearing and determination of the Petition. Those latter prayers are directed at acts alleged to be subsequent to, and consequential upon, the resolutions passed at the Annual General Meeting and therefore require consideration on their own merits.
18. I therefore find that the Respondents' contention that the Notice of Motion has been wholly overtaken by events cannot be sustained. While the Court cannot grant relief directed at restraining a meeting that has already taken place, the application also invites the Court to consider whether conservatory relief should issue in respect of the implementation of the resolutions passed at that meeting. It is to that question that I now turn.
19. The next question that falls for determination is whether the Applicants have established a sufficient basis for the grant of the conservatory and interlocutory reliefs sought.
20. The Applicants contend that although they do not oppose the proposed restructuring of the 1st Respondent into a Non-Operating Holding Company, they challenge the legality of the process through which shareholder approval was obtained. They maintain that shareholders were denied adequate disclosure of material information, meaningful participation and an opportunity to make an informed decision before the impugned resolutions were presented for approval. They therefore contend that unless implementation of the restructuring is restrained, the Petition will be rendered nugatory before the constitutional questions it raises can be determined. The Respondents reject those assertions and maintain that the restructuring was undertaken in compliance with the Constitution, the Companies Act, the Banking Act and the applicable regulatory framework, and that shareholders were furnished with the requisite notices, circulars and explanatory material before the Annual General Meeting.
21. The Applicants submit that implementation of the impugned restructuring should be restrained pending the hearing and determination of the Petition. They first relied on Trusted Society of Human Rights Alliance v Attorney General & 2 Others; Matemu (Interested Party); Kenya Human Rights Commission & Another (Amicus Curiae) [2022] KEHC 2480 (KLR), submitting that constitutional litigation ought to be approached in a manner that promotes access to justice and facilitates, rather than impedes, the enforcement of constitutional rights. They further relied on Odinga & 5 Others v Independent Electoral and Boundaries Commission & 3 Others [2013] KESC 6 (KLR) for the proposition that the Constitution should be interpreted purposively so as to give full effect to its values and objectives.
22. The Applicants also relied on Mitu-Bell Welfare Society v Kenya Airports Authority & 3 Others; Initiative for Strategic Litigation in Africa (supra) in which the Supreme Court affirmed that Article 23 of the Constitution confers upon the High Court jurisdiction to grant conservatory and other appropriate relief where necessary to preserve constitutional rights pending the determination of a dispute. They further relied on Republic v Sports Disputes Tribunal; Ismael Chege (Interested Party) ex parte Kenya Volleyball Federation [2020] KEHC 3345 (KLR) for the principle that, in determining an interlocutory application, a court should refrain from making definitive findings on disputed factual issues which properly fall for determination at the substantive hearing.
23. The Respondents, for their part, relied on Giella v Cassman Brown & Co. Ltd [1973] EA 358, submitting that interlocutory relief is not granted as a matter of course but only where the applicable legal threshold has been satisfied. They also relied on Kenya Electricity Transmission Company Limited v Kibotu Limited [2019] eKLR, in which the Court emphasised that the object of interlocutory relief is to preserve the subject matter of the dispute pending its final determination and that such relief should only be granted where the circumstances of the particular case justify judicial intervention.
24. I have considered all the foregoing authorities. The principles stated in the Trusted Society and Odinga decisions cited above are not in dispute. However, those decisions are distinguishable because the Respondents have neither challenged the Applicants' standing to institute these proceedings nor questioned this Court's constitutional mandate to entertain the Petition. Consequently, those authorities do not determine the issue presently before the Court, which is whether the Applicants have established a sufficient basis for the grant of conservatory relief.
25. The principles articulated in the Mitu-Bell, Kenya Volleyball Federation, Giella, and Kenya Electricity Transmission Company decisions cited above directly govern the present application, for the reason that they establish that this Court possesses jurisdiction to grant conservatory relief where the circumstances so warrant, but that such jurisdiction must be exercised cautiously and only upon established legal principles. They further underscore that an interlocutory court should refrain from determining contested factual issues reserved for the substantive hearing and should intervene only where such intervention is necessary to preserve the efficacy of the proceedings pending final determination.
26. Having carefully considered the pleadings, the affidavits sworn in support of and in opposition to the application, the annexures thereto and the rival submissions of learned counsel, I am satisfied that the central dispute between the parties does not concern the legality of the proposed restructuring of the 1st Respondent into a Non-Operating Holding Company as such. Rather, the controversy centres on whether the process through which shareholder approval was obtained complied with the constitutional and statutory requirements governing disclosure, transparency, accountability, shareholder participation and fair administrative action. Those are the very questions presented for determination in the Petition and cannot properly be resolved on the basis of affidavit evidence at this interlocutory stage.
27. The Applicants maintain that shareholders were not furnished with sufficient information to enable them to make an informed decision before voting on the impugned resolutions, while the Respondents assert that comprehensive disclosure was undertaken through circulars, notices, explanatory memoranda, consultative meetings, delegates' forums and shareholder sensitisation programmes. Whether the disclosures made were adequate, whether shareholder participation was meaningful and whether the Respondents complied with the Constitution and the applicable statutory framework are matters upon which the parties have taken fundamentally opposing positions. To resolve those disputes at this stage would inevitably require the Court to evaluate contested evidence and pronounce itself upon issues that properly fall for determination at the substantive hearing.
28. The Court's enquiry at this interlocutory stage is therefore confined to determining whether the Applicants have demonstrated that, unless conservatory relief is granted, implementation of the impugned restructuring will create such an irreversible state of affairs as would render the Court incapable of granting effective relief should the Petition ultimately succeed. Although the Applicants contend that implementation would prejudice shareholder rights and render the Petition nugatory, the evidential material presently before the Court does not demonstrate that the subject matter of the Petition would thereby be placed beyond the reach of the Court's constitutional and statutory remedial jurisdiction.
29. I have equally borne in mind that the 1st Respondent is a publicly listed banking institution operating within a comprehensive statutory and regulatory framework. Any order suspending the implementation of a restructuring approved by shareholders has implications extending beyond the immediate parties and potentially affects regulators, investors and the wider public. Those considerations cannot shield the Respondents from constitutional scrutiny where a proper case is established. They do, however, reinforce the need for judicial restraint before interrupting an ongoing corporate process in circumstances where the factual and legal issues remain contested and await resolution at the substantive hearing.
30. In the final analysis, I am not persuaded that the Applicants have established a sufficient basis for the grant of the conservatory and interlocutory relief sought. The constitutional and statutory questions raised in the Petition remain fully capable of determination at the substantive hearing, and, should the Petition succeed, effective relief remains available to the Court. The threshold for interlocutory intervention has therefore not been met.
31. For the avoidance of doubt, this determination is confined exclusively to the interlocutory application presently before the Court. Nothing contained in this ruling should be construed as expressing any concluded view on the legality of the impugned restructuring or on the constitutional and statutory questions raised in the Petition. Those issues remain open for determination upon the evidence and arguments to be presented at the substantive hearing.
32. As regards costs, section 27 of the Civil Procedure Act vests the Court with discretion to determine by whom and to what extent costs shall be borne. Although the Respondents have successfully resisted the Notice of Motion, the Petition raises substantial constitutional, statutory and corporate governance issues whose determination has been deferred to the substantive hearing. In those circumstances, I am satisfied that the interests of justice will best be served by directing that the costs of the Notice of Motion abide the outcome of the Petition.
33. Consequently, the Notice of Motion dated 06th May 2026 is hereby dismissed. For the avoidance of doubt, the prayers seeking to restrain the convening and holding of the Annual General Meeting scheduled for 15th May 2026 were overtaken by events, while the prayers seeking to restrain the implementation, operationalisation and registration of the restructuring pending the hearing and determination of the Petition are declined on their merits. The costs of the Notice of Motion shall abide the outcome of the Petition.
2. Simultaneously with the Petition, the Petitioners, who are also the Applicants, of even date seeking interim conservatory and injunctive relief pending the hearing and determination of the Petition. The application prays for orders restraining the Respondents from presenting, debating or procuring the approval of resolutions relating to the proposed restructuring, restraining the implementation of any resolutions approving that restructuring, restraining the convening or holding of the Annual General Meeting scheduled for 15th May 2026 in so far as it concerned the impugned resolutions, together with such further orders as the Court may deem just and costs of the application.
3. The application is supported by the Supporting Affidavit sworn by Peter Nyakundi on 06th May 2026 and his Supplementary Affidavit sworn on 25th May 2026. Peter Nyakundi, the 1st Petitioner and Applicant, states that he swore both affidavits on his own behalf and with the authority of the 2nd to 13th Applicants. He deposes that the Applicants are shareholders of the 1st Respondent and that the proposed restructuring is capable of substantially affecting their proprietary, voting and governance rights.
4. The Applicants contend that shareholders were invited to approve a far-reaching corporate restructuring without being furnished with sufficient information regarding its legal framework, governance implications, financial consequences, the transfer of the banking business and the effect of the proposed changes upon shareholder rights. They maintain that despite requesting further disclosure and shareholder sensitisation, the Respondents failed to provide adequate material to enable shareholders to make an informed decision before voting. In their view, the process adopted offended the constitutional requirements of transparency, accountability, procedural fairness and meaningful participation, thereby exposing shareholders to irreversible prejudice if the restructuring were implemented before the constitutional questions raised in the Petition were determined.
5. In the Supplementary Affidavit, the Applicants clarify that they do not oppose the restructuring of the Bank or the holding of Annual General Meetings as matters of corporate governance. Their complaint is directed solely at the legality of the process adopted by the Respondents, which they contend failed to satisfy the constitutional and statutory standards governing disclosure, participation and fair administrative action. On that basis, they urge the Court to preserve the subject matter of the Petition by restraining implementation of the impugned restructuring pending its determination.
6. The application is opposed through the Replying Affidavit sworn on 12th May 2026 by Samuel M. Kibugi, the Company Secretary of the 1st Respondent, who deposes on his own behalf and on behalf of the 1st, 2nd, 3rd and 4th Respondents. He states that he is duly authorised and conversant with the matters giving rise to the application.
7. The Respondents maintain that the proposed restructuring constitutes a lawful corporate reorganisation undertaken within the framework of the Banking Act, the Companies Act and the applicable regulatory regime. They aver that all requisite regulatory approvals were obtained, that shareholders received adequate information concerning the restructuring through notices, circulars, consultative meetings, delegates' forums and sensitisation programmes, and that the process fully complied with the applicable corporate governance and disclosure requirements. They therefore deny that the Applicants were deprived of meaningful participation or that any constitutional or statutory rights were violated.
8. The Respondents further contend that the Applicants have failed to demonstrate either a prima facie infringement of constitutional rights or any prejudice warranting conservatory intervention. It is their case that the impugned resolutions were lawfully considered and approved during the Annual General Meeting held on 15th May 2026, with the result that the prayers directed at restraining the convening or holding of that meeting were overtaken by events and cannot now be granted. They further maintain that no sufficient legal basis has been established for suspending the implementation of resolutions validly adopted through the prescribed corporate processes.
9. Pursuant to the directions issued on 14th May 2026, the Notice of Motion was canvassed by way of written submissions. The Applicants filed their Written Submissions dated 25th May 2026 together with a List of Authorities through M/s Ndongu Advocates. The 1st, 2nd, 3rd and 4th Respondents filed their Written Submissions dated 26th May 2026 together with a List of Authorities through M/s Waweru Gatonye & Co. Advocates. I have considered those submissions alongside the pleadings, affidavits and authorities relied upon by the parties.
10. Although the parties framed the issues differently, the Applicants addressing broader constitutional questions arising in the Petition while the Respondents confined themselves to the interlocutory application, the Court is concerned only with the issues necessary for determining the Notice of Motion presently before it.
11. In my view, the application raises the following issues for determination—
1) Whether the Notice of Motion dated 06th May 2026 has been overtaken by events.
2) Whether the Applicants have established a proper basis for the grant of the conservatory and interlocutory reliefs sought.
3) Who should bear the costs of the application.
12. The first issue is whether the Notice of Motion dated 06th May 2026 has been overtaken by events.
13. The Respondents contend that the Notice of Motion has been overtaken by events. They submit that once the Annual General Meeting scheduled for 15th May 2026 was convened and the impugned resolutions debated and passed, the prayers seeking to restrain the convening or holding of that meeting became incapable of practical enforcement. In support of that proposition, they relied on Republic v Kenya Maritime Authority & another; Zam Zam Shipping Limited (Interested Party) [2021] KEHC 309 (KLR), in which the Court reaffirmed the settled principle that a court will not issue orders directed at events that have already occurred or which are otherwise incapable of practical enforcement. It was therefore their submission that no useful purpose would now be served by granting orders restraining a meeting that has already been held.
14. The Applicants on the other hand maintain that the holding of the Annual General Meeting did not render the Notice of Motion spent. Their position is that the application was never directed solely at preventing the convening of the meeting but also sought to restrain the implementation, operationalisation and registration of the restructuring approved thereat pending the hearing and determination of the Petition. They argue that the restructuring process remains incomplete and that implementation continues to pose a real risk of altering the governance and corporate structure of the 1st Respondent before the constitutional questions raised in the Petition can be determined.
15. In support of their contention, the Applicants relied on Mitu-Bell Welfare Society v Kenya Airports Authority & 3 others [2021] KESC 34 (KLR), where the Supreme Court affirmed that the jurisdiction conferred upon the High Court by Article 23 of the Constitution includes the power to fashion such conservatory and supervisory relief as may be necessary to preserve constitutional rights pending the determination of a dispute.
16. There is no controversy that the Annual General Meeting scheduled for 15th May 2026 has since been held and that the resolutions impugned in these proceedings were considered by the shareholders. In those circumstances, the Court cannot issue orders directed at restraining the convening or holding of a meeting which has already taken place. Courts exist to determine live controversies and not to pronounce themselves upon events which have become incapable of practical restraint.
17. It is not in dispute that the Annual General Meeting scheduled for 15th May 2026 was convened and that the impugned resolutions were considered and passed by the shareholders. To the extent that the Notice of Motion sought orders restraining the convening or holding of that meeting, those prayers have been overtaken by events and are no longer capable of practical enforcement. The Motion, however, is not confined to those prayers. It also seeks to restrain the implementation, operationalisation and registration of the restructuring approved at the meeting pending the hearing and determination of the Petition. Those latter prayers are directed at acts alleged to be subsequent to, and consequential upon, the resolutions passed at the Annual General Meeting and therefore require consideration on their own merits.
18. I therefore find that the Respondents' contention that the Notice of Motion has been wholly overtaken by events cannot be sustained. While the Court cannot grant relief directed at restraining a meeting that has already taken place, the application also invites the Court to consider whether conservatory relief should issue in respect of the implementation of the resolutions passed at that meeting. It is to that question that I now turn.
19. The next question that falls for determination is whether the Applicants have established a sufficient basis for the grant of the conservatory and interlocutory reliefs sought.
20. The Applicants contend that although they do not oppose the proposed restructuring of the 1st Respondent into a Non-Operating Holding Company, they challenge the legality of the process through which shareholder approval was obtained. They maintain that shareholders were denied adequate disclosure of material information, meaningful participation and an opportunity to make an informed decision before the impugned resolutions were presented for approval. They therefore contend that unless implementation of the restructuring is restrained, the Petition will be rendered nugatory before the constitutional questions it raises can be determined. The Respondents reject those assertions and maintain that the restructuring was undertaken in compliance with the Constitution, the Companies Act, the Banking Act and the applicable regulatory framework, and that shareholders were furnished with the requisite notices, circulars and explanatory material before the Annual General Meeting.
21. The Applicants submit that implementation of the impugned restructuring should be restrained pending the hearing and determination of the Petition. They first relied on Trusted Society of Human Rights Alliance v Attorney General & 2 Others; Matemu (Interested Party); Kenya Human Rights Commission & Another (Amicus Curiae) [2022] KEHC 2480 (KLR), submitting that constitutional litigation ought to be approached in a manner that promotes access to justice and facilitates, rather than impedes, the enforcement of constitutional rights. They further relied on Odinga & 5 Others v Independent Electoral and Boundaries Commission & 3 Others [2013] KESC 6 (KLR) for the proposition that the Constitution should be interpreted purposively so as to give full effect to its values and objectives.
22. The Applicants also relied on Mitu-Bell Welfare Society v Kenya Airports Authority & 3 Others; Initiative for Strategic Litigation in Africa (supra) in which the Supreme Court affirmed that Article 23 of the Constitution confers upon the High Court jurisdiction to grant conservatory and other appropriate relief where necessary to preserve constitutional rights pending the determination of a dispute. They further relied on Republic v Sports Disputes Tribunal; Ismael Chege (Interested Party) ex parte Kenya Volleyball Federation [2020] KEHC 3345 (KLR) for the principle that, in determining an interlocutory application, a court should refrain from making definitive findings on disputed factual issues which properly fall for determination at the substantive hearing.
23. The Respondents, for their part, relied on Giella v Cassman Brown & Co. Ltd [1973] EA 358, submitting that interlocutory relief is not granted as a matter of course but only where the applicable legal threshold has been satisfied. They also relied on Kenya Electricity Transmission Company Limited v Kibotu Limited [2019] eKLR, in which the Court emphasised that the object of interlocutory relief is to preserve the subject matter of the dispute pending its final determination and that such relief should only be granted where the circumstances of the particular case justify judicial intervention.
24. I have considered all the foregoing authorities. The principles stated in the Trusted Society and Odinga decisions cited above are not in dispute. However, those decisions are distinguishable because the Respondents have neither challenged the Applicants' standing to institute these proceedings nor questioned this Court's constitutional mandate to entertain the Petition. Consequently, those authorities do not determine the issue presently before the Court, which is whether the Applicants have established a sufficient basis for the grant of conservatory relief.
25. The principles articulated in the Mitu-Bell, Kenya Volleyball Federation, Giella, and Kenya Electricity Transmission Company decisions cited above directly govern the present application, for the reason that they establish that this Court possesses jurisdiction to grant conservatory relief where the circumstances so warrant, but that such jurisdiction must be exercised cautiously and only upon established legal principles. They further underscore that an interlocutory court should refrain from determining contested factual issues reserved for the substantive hearing and should intervene only where such intervention is necessary to preserve the efficacy of the proceedings pending final determination.
26. Having carefully considered the pleadings, the affidavits sworn in support of and in opposition to the application, the annexures thereto and the rival submissions of learned counsel, I am satisfied that the central dispute between the parties does not concern the legality of the proposed restructuring of the 1st Respondent into a Non-Operating Holding Company as such. Rather, the controversy centres on whether the process through which shareholder approval was obtained complied with the constitutional and statutory requirements governing disclosure, transparency, accountability, shareholder participation and fair administrative action. Those are the very questions presented for determination in the Petition and cannot properly be resolved on the basis of affidavit evidence at this interlocutory stage.
27. The Applicants maintain that shareholders were not furnished with sufficient information to enable them to make an informed decision before voting on the impugned resolutions, while the Respondents assert that comprehensive disclosure was undertaken through circulars, notices, explanatory memoranda, consultative meetings, delegates' forums and shareholder sensitisation programmes. Whether the disclosures made were adequate, whether shareholder participation was meaningful and whether the Respondents complied with the Constitution and the applicable statutory framework are matters upon which the parties have taken fundamentally opposing positions. To resolve those disputes at this stage would inevitably require the Court to evaluate contested evidence and pronounce itself upon issues that properly fall for determination at the substantive hearing.
28. The Court's enquiry at this interlocutory stage is therefore confined to determining whether the Applicants have demonstrated that, unless conservatory relief is granted, implementation of the impugned restructuring will create such an irreversible state of affairs as would render the Court incapable of granting effective relief should the Petition ultimately succeed. Although the Applicants contend that implementation would prejudice shareholder rights and render the Petition nugatory, the evidential material presently before the Court does not demonstrate that the subject matter of the Petition would thereby be placed beyond the reach of the Court's constitutional and statutory remedial jurisdiction.
29. I have equally borne in mind that the 1st Respondent is a publicly listed banking institution operating within a comprehensive statutory and regulatory framework. Any order suspending the implementation of a restructuring approved by shareholders has implications extending beyond the immediate parties and potentially affects regulators, investors and the wider public. Those considerations cannot shield the Respondents from constitutional scrutiny where a proper case is established. They do, however, reinforce the need for judicial restraint before interrupting an ongoing corporate process in circumstances where the factual and legal issues remain contested and await resolution at the substantive hearing.
30. In the final analysis, I am not persuaded that the Applicants have established a sufficient basis for the grant of the conservatory and interlocutory relief sought. The constitutional and statutory questions raised in the Petition remain fully capable of determination at the substantive hearing, and, should the Petition succeed, effective relief remains available to the Court. The threshold for interlocutory intervention has therefore not been met.
31. For the avoidance of doubt, this determination is confined exclusively to the interlocutory application presently before the Court. Nothing contained in this ruling should be construed as expressing any concluded view on the legality of the impugned restructuring or on the constitutional and statutory questions raised in the Petition. Those issues remain open for determination upon the evidence and arguments to be presented at the substantive hearing.
32. As regards costs, section 27 of the Civil Procedure Act vests the Court with discretion to determine by whom and to what extent costs shall be borne. Although the Respondents have successfully resisted the Notice of Motion, the Petition raises substantial constitutional, statutory and corporate governance issues whose determination has been deferred to the substantive hearing. In those circumstances, I am satisfied that the interests of justice will best be served by directing that the costs of the Notice of Motion abide the outcome of the Petition.
33. Consequently, the Notice of Motion dated 06th May 2026 is hereby dismissed. For the avoidance of doubt, the prayers seeking to restrain the convening and holding of the Annual General Meeting scheduled for 15th May 2026 were overtaken by events, while the prayers seeking to restrain the implementation, operationalisation and registration of the restructuring pending the hearing and determination of the Petition are declined on their merits. The costs of the Notice of Motion shall abide the outcome of the Petition.