Coal producer Thungela Resources will face off in court with minor shareholders who alleged the group breached its legal and constitutional obligations by refusing to circulate and table climate-related shareholder resolutions.
The applicants — Just Share, Aeon Investment Management and Fossil Free South Africa — argue that Thungela breached their rights under the Companies Act by refusing to circulate three non-binding climate resolutions submitted in 2023, 2024 and 2025.
In a statement on Monday, the applicants say their filings with the Gauteng high court complied fully with the act and Thungela’s memorandum of incorporation, which allows any two shareholders entitled to vote to propose resolutions for consideration at a shareholders’ meeting.
According to the shareholders, Thungela rejected all three resolutions and has stated that it does not believe the applicants have a legal right to propose such items.
They also contend that Thungela’s refusal infringed their constitutional rights, including freedom of expression and association, as shareholder resolutions form part of the process through which investors exchange information, debate issues of concern and organise around shared objectives.
The applicants add that the matter carries “broader public-interest implications, given the environmental impact of Thungela’s operations and the constitutional right to an environment not harmful to health or well-being”.
Before pursuing litigation, the shareholders filed a complaint with the Companies and Intellectual Property Commission (CIPC). It issued its report roughly a year later and referred the dispute to the Companies Tribunal for alternative dispute resolution, but the process failed to resolve the standoff.
Thungela said it is aware of the litigation and maintains it has tried to engage with the applicants.
“Despite invitations extended to engage meaningfully and directly on the issues, these shareholders have generally declined to participate,” the company told Business Day. It believes the proceedings are “based on a misinterpretation and misapplication of the law” and that it will submit its responding papers in due course.
According to the minority shareholders, Thungela has until December 15 to file its notice of opposition should it decide to contest the application.
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