On 4 February 2021, Trafigura PTE Ltd. and Trafigura Group PTE Ltd. filed a third-party application against the aforementioned decision of 30 October 30 2020. The Company and the original plaintiff shareholders were also involved in these proceedings. In this third-party application, Trafigura PTE Ltd. and Trafigura Group PTE Ltd. request that the President of the Antwerp Enterprise Court (Antwerp division) revoke its decision of 30 October 2020 with immediate effect and terminate the expert investigation, also vis-à-vis the Company and the original plaintiffs. The third-party application will be introduced in court on 26 March 2021.
On 9 February 2021, Trafigura PTE Ltd. and Trafigura Group PTE Ltd. subsequently submitted a request for suspension of the 30 October 2020 decision to the Attachment Judge of the Antwerp Court of First Instance (Antwerp Division). The Company and the original plaintiff shareholders were again involved in this procedure. Trafigura PTE Ltd. and Trafigura Group PTE Ltd. specifically request that the execution of the aforementioned decision be immediately suspended until a final judgment is reached in the third-party application proceedings mentioned earlier.
The introduction of the suspension request, which was originally scheduled for 18 March 2021, has been postponed to 1 April 2021.
III. Proceedings on the merits against (amongst others) the Company and its directors
On Friday 29 May 2020, a group of shareholders of the Company summoned, amongst others, the Company and its directors before the Antwerp Enterprise Court (Turnhout division). This writ of summons followed a notice of default received on 17 March 2020 by the directors and certain senior managers of the Company.
On Monday 9 November 2020, this group of shareholders issued a corrective writ of summons against (amongst others) the Company and its directors, which amended the writ of summons dated 29 May 2020 on certain points.
The plaintiffs in this procedure are making the following claims:
a minority claim on account of the Company against (amongst others) the current directors of the Company for alleged shortcomings in their management and breaches of the Belgian Companies Code and the Company's articles of association. This minority claim is a derivative claim, meaning that the proceeds will be paid to the Company (not the plaintiff shareholders). In particular, the plaintiffs request that the defendants are jointly and severally ordered to pay damages to the Company. The damages are estimated in the (corrective) writ of summons at a minimum of EUR 1.2 billion;
a direct liability claim against, among others, the current directors of the Company for errors which (allegedly) caused individual damages to the plaintiffs. On this basis, the plaintiffs claim personal damages provisionally estimated at EUR 1;
a claim against the Company to reimburse any costs incurred by the plaintiffs which are not reimbursed by the other defendants.
These proceedings were initiated on 18 November 2020; however, they were sent to the docket at the introductory hearing (at the request of plaintiffs) pending the report of the panel of experts appointed by order of 30 October 2020 of the President of the Antwerp Enterprise Court (Antwerp division) (see above, under II.). Consequently, no procedural timetable or hearing date has yet been determined.
The Company and its Board of Directors formally contest the claims in the writ of summons and note that they will firmly defend themselves against the claims raised within the framework of these proceedings.
In addition, the Company learned that the same group of plaintiff shareholders has brought similar liability claims against certain former directors of the Company as well as certain companies of the Trafigura group. Neither the Company nor its current directors are currently party to these proceedings.
IV. Judicial investigation
Finally, the Company also learned that criminal complaints have been filed by shareholders. The Company shall cooperate with the judicial investigation.
V. Proceedings involving the Company that have already been completed
Some other legal proceedings in which the Company has been involved have already resulted in a final decision. This concerns in particular:
the order of 28 August 2019 of the President of the Dutch-speaking Enterprise Court of Brussels, which largely reformed the earlier order of the same court (issued at the unilateral request of two shareholders) and rejected the counterclaims of the shareholders concerned;
the order of 7 January 2020 of the Antwerp Enterprise Court (Antwerp division), rejecting the claim of a group of shareholders to (among others) (i) suspend the resolutions of the general assembly of the Company of 5 November 2019, as well as those of the extraordinary general meeting of shareholders of 9 December 2019, (ii) appoint a provisional administrator to convene a new general meeting of shareholders, and (iii) impose certain measures on the Company (including the prohibition to take out certain loans). See also link;
the judgment of 1 June 2020 of the Council of State, rejecting a request by some shareholders for urgent suspension of Royal Decree no. 4 of 9 April 2020 (on the basis of which the Company had convened its general meetings of 2 and 30 June 2020). See also link;
the order of 26 June 2020 of the President of the Antwerp Enterprise Court (Antwerp division) prohibiting the Company, again at the request of a group of shareholders, from holding a general meeting with the dissolution of the Company on the agenda until three months after a final decision on the appointment of a college of experts (above, under II.) will have obtained res judicata effect. See also link.