In contrast, shareholders who own ZCCM-IH shares listed on the Lusaka Stock Exchange
automaticallybecome Registered Members
of the company entitled to vote at meetings, whereas those who ownZCCM-IH shares listed on the Paris Euronext Stock Exchange
never become Registered Members.
Faced with this situation, shareholders whose ZCCM-IH shares are listed on Euronext repeatedly wroteto officers of the Company as well as to the Zambian Securities and Exchange Commission (SEC).A brief chronology of events is given below.
6 February 2012
A Minority Shareholders Group informs the Executive Chairman Mr Mung'Omba that Euronext-listedshareholders are not identified in the Register of Members and asks that a solution be found to resolvethis. This question had previously been raised at each AGM of the Company since 2010.
16 March 2012
ZCCM-IH sends a Circular to Shareholders with the following text …
The purpose of this circular to provide an equal opportunity to all minority shareholders to make anomination of a person/institution to represent them as director on the ZCCM-IH board.
The use of the term “equal opportunity to all minority shareholders” is important here, since, as thisdocument will demonstrate, the opportunity to vote or nominate is not at all equal depending on whether the holder's shares are listed in the LuSE or on the Paris Euronext.
19 March 2012
The Company Secretary was informed by email that the Register of Members does not include theindividual identities of Euronext shareholders and therefore prevents them from responding directly tothe above nomination circular. The Company Secretary is also informed of the solution proposed byEuroclear to correct this inequality : “ZCCM-IH should ask Euroclear to implement a procedure calledTPI.” TPI (see below), is a simple request to provide ZCCM-IH with a full and accurate list of theidentities and shareholding of all the ZCCM-IH shares listed on Euronext. No reply was received.
11 April 2012
The Company Secretary was informed again the that Euronext-listed shareholders are still excludedfrom the Register of Members and asked how the company intends to interpret nomination formssubmitted by Euronext shareholders whose names are not in the register, but whose forms areaccompanied by bank certificates giving the exact details of their holding of ZCCM-IH shares.
19 April 2012
The Executive Chairman Mr Mung'Omba, the CEO Mr Muyunda are again informed of the problem andasked to ensure that Euronext-Listed shareholders be authorised to take part in the nomination processand to vote at company meetings. The Euroclear TPI procedure is once again explained.
24 April 2012
Mr Chitalu of the Zambian Securities and Exchange Commission is informed of the problem and givendetails of the Euroclear TPI procedure designed to ensure that all shareholders are treated equally.
2 May 2012
The Company Secretary finally replies to the email of 11 April using the following words :
We will only recognise those shareholders whose names appear on the ZCCM-IH register of members. In the case of shares on Euronext, Euroclear is the registered holder per the ZCCM-IH register ad theyhave been contacted in this regard
.In this statement Mr Chabala confirmed his clear intention to continue to use the existing register thatdiscriminates against 96% of the minority shareholders.2