Key Points
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Minority shareholders accuse Thungela of blocking climate-related resolutions.
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Applicants argue the board acted outside its powers under the Companies Act.
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Thungela disputes the claims and plans to file its response.
Three minority shareholders of Thungela Resources have filed litigation in the Gauteng High Court. Just Share, Aeon Investment Management and Fossil Free South Africa want the court to declare that the company breached shareholder rights by refusing to circulate and table their proposed resolutions on climate-related matters.
The shareholders say they submitted resolutions in 2023, 2024 and 2025 under provisions of the Companies Act that allow any two shareholders to propose motions for consideration at an annual meeting. They argue that the resolutions were nonbinding and complied with all legal and procedural requirements.
Dispute Over Board’s Power to Block Resolutions
According to Just Share, Thungela rejected the filings each year and stated that the applicants had no legal standing to propose them. The organisation says the board indicated it would continue to reject all future submissions.
The applicants maintain that the board had no authority to block their motions. They point to Section 65(5) of the Companies Act, which requires a board to seek permission from a court if it intends to bar a shareholder-proposed resolution.
The case also raises Constitutional issues. The applicants argue that refusing to table the resolutions restricts shareholders’ rights to freedom of expression and association.
They say shareholder meetings need open discussion to allow investors to exchange information and organise around shared interests.
Climate Issues and Public Interest Raised
Just Share notes that Thungela’s operations produce greenhouse-gas emissions and affect the environment. It argues that climate-related resolutions fall within the broader public interest and relate to the Constitutional right to a healthy environment.
The applicants state that shareholder-driven motions on environmental, social and governance issues help promote accountability and better governance.
Attempts at Resolution Before Litigation
Before going to court, the applicants filed a complaint with the Companies and Intellectual Property Commission. The CIPC later referred the matter to the Companies Tribunal for alternative dispute resolution, but the parties did not settle the dispute.
The applicants now seek declaratory relief to clarify shareholders’ rights, protect their legal standing and address what they argue are repeated breaches by Thungela.
Thungela to File Its Response
The company has until December 15 to submit a notice of opposition. Thungela told Mining Weekly it is aware of the action and believes the case is based on a misunderstanding of the law. It says it invited the shareholders to engage directly but that they declined.
Thungela plans to file its responding papers in due course.
