Just Share NPC and Others v Thungela Resources Limited and Another
Case: Just Share NPC and Others v Thungela Resources Limited and Another (Case No.: 2025-231389)
Court: Gauteng Local Division, Johannesburg
Date of hearing: TBC
Status: In pleadings
Last updated: 24 March 2026
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Case overview: Just Share NPC, Aeon Investment Management (Pty) Ltd, and Fossil Free South Africa (“the Applicants”), represented by Power Law Africa, have filed an application against Thungela Resources Limited and the Companies and Intellectual Property Commission (“the Respondents”) on the Johannesburg Commercial Court roll regarding the proper interpretation of sections 65(3) and 62(3)(c) of the Companies Act 71 of 2009 (“the Companies Act”), which regulate shareholders’ rights to propose resolutions. Specifically, the matter concerns the differing interpretations of these provisions and whether they obliged the First Respondent to circulate and table non-binding shareholder resolutions proposed by the Applicants in advance of the First Respondent’s 2023, 2024 and 2025 annual general meetings (“AGMs”).
The Applicants allege that these resolutions all concerned climate change and related environmental, social and governance (“ESG”) issues, and that section 65(3) of the Companies Act gives them the right to propose the resolutions, and to require that they be submitted to fellow shareholders for consideration. The First Respondent contends that the Applicants do not have the legal rights they invoked and it was accordingly not, in terms of section 65(3), required to propose such resolutions. As a result, the resolutions were not tabled, discussed, or put to a vote at its AGMs.
The dispute regarding the interpretation of these provisions was initially the subject of an investigation by the Companies and Intellectual Property Commission (“CIPC”), the Second Respondent, which referred the matter to alternative dispute resolution before the Companies Tribunal. The Companies Tribunal issued a certificate confirming that the mediation process failed. This application was subsequently instituted via Court Online on 27 November 2025 in the Gauteng Local Division, Johannesburg, under case no. 2025-231389.
The Applicants seek a declaratory order that:
- Thungela breached its obligations and the Applicants’ rights under section 65(3) and 62(3)(c) by refusing to circulate and table the shareholder proposed resolutions in question;
- The Applicants, in their capacity as Thungela shareholders, are entitled to propose and exercise voting rights on shareholder resolutions concerning environmental, social, and governance matters, including issues related to climate change;
- The Applicants, in their capacity as Thungela shareholders, are entitled to propose and exercise voting rights on non-binding shareholder resolutions; and
- Thungela is obliged to comply with sections 65(3) and 62(3)(c) of the Act by circulating and tabling shareholder-proposed resolutions that satisfy the formal and procedural requirements prescribed in section 65(3) and section 65(4) of the Act and its memorandum of incorporation, unless it is subject to a court order obtained under section 65(5) of the Act or other applicable law restraining it from doing so.
High Court papers:
The Applicants’ Notice of Motion (843 kb)
The Applicants’ Founding Affidavit (2 mb)
Attorneys:
