Consitution of ZCCM Defense Association and subjects

ARTICLES of ASSOCIATION – english version

Issued by the Constitutive General Meeting of October 18, 2024

Preamble: For several decades, minority shareholders of the Zambian companies ZCCM and then ZCCM - Investments Holdings have held informal consultations to defend their interests as minority shareholders of the company. This informal concertation was made public through the intermediary of spokespersons Albert WRIGHT, Philippe BIBARD, then Thierry CHARLES and Michel BURY. The creation of the ZCCM Defense association is intended to officially formalize the defense of ZCCM-IH minority shareholders and, beyond that, the protection of the interests of local populations throughout the world, particularly in Zambia, against the actions of negligent, incompetent or corrupt managers or governments, or those of commercial or mining companies, groups of individuals or individuals not acting in the general interest.


Article 1 – Constitution

An association governed by the french law of 1st July 1901 and the decree of 16th August 1901 is formed between the signatories of the present articles of association, with the following title: « ZCCM Defense » with the abbreviation ZCCM-D.


Article 2 – Subjects :

The purpose of this association is to federate, inform and represent the current or former minority shareholders of ZCCM and ZCCM-IH, as well as to defend their interests of all kinds, in particular but not exclusively in the context of the management and administration of the said company, including in the conduct of legal proceedings of any kind, in defence or as plaintiff, involving ZCCM-IH or ZCCM.
To this end, to be provided with all documents relating to the management, administration and defence of the interests of ZCCM-IH, to take any legal or administrative action likely to satisfy these objectives, whether by direct or oblique means, including any action aimed at engaging the liability of the Directors of the said company ZCCM-IH and the former company ZCCM, present or past, in the event of breaches, negligence, contradiction of interests, spoliation or corruption in the performance of their duties, even prior to the formation of this association.
Beyond the scope of the companies ZCCM and ZCCM-IH, this association will be entitled to take any action against any form of corruption, negligence, misconduct or wrongdoings, regardless of the entity involved.
The creation of the ZCCM Defense association allows to :
1. Ensure the representativeness of its members at the AGM/EGM of the company ZCCM-IH.
2. Promote and defend the interests and rights of its members, thanks to easier contact with the group's managers.
3. To represent and defend the interests of minority shareholders in dealings with the relevant authorities, ZCCM-IH and financial institutions.
4. Informing its members (discussions on the forum about known elements, in-depth analysis, informed opinions) and monitoring the company.
5. To carry out advocacy and lobbying actions to protect minority shareholders.
6. In addition to protecting ZCCM and ZCCM-IH and its minority shareholders, to protect the interests of local populations throughout the world, particularly in Zambia, against the actions of negligent, incompetent or corrupt leaders or governments, or those of commercial or mining companies, groups of individuals or individuals
7. Legal action: The President, or a member of the Board of Directors appointed by the Executive Committee, may bring or defend legal proceedings in any jurisdiction and in any country. He or she may appoint Counsel or an entity to represent him or her and to act in connection with the subjects of the association, in order to protect by any means whatsoever the interests of the association, its members, the companies ZCCM-IH and ZCCM, and more generally collective or individual interests.