Maputo, 20 Mar 2026 (Lusa) – The Mozambican Public Prosecutor’s Office has ruled that the decision by South32, the majority shareholder in the Mozal aluminium smelter, to suspend operations at the country’s largest industrial plant, on the grounds that it had the backing of the other shareholders, was unlawful, and has given the company five days to reverse the decision.
"You must inform the Attorney General's Office, within five days from the date of receipt of this summons, of the steps taken towards restoring legality or provide any necessary clarifications," states a summons dated 17 March, addressed to the management of Mozal Aluminium, to which Lusa had access on Friday.
At issue is the decision communicated in December 2025, and confirmed again in February, by the management of the Australian company South32 (63.7% of the smelter's share capital), to place Mozal, located on the outskirts of Maputo, under a care and maintenance regime as of 15 March, amidst a dispute over energy supply and tariffs.
Lusa sought a response from South32, but there has been none so far.
The summons signed by Assistant Attorney General Ângelo Matusse states that the decision was not made in a general meeting, recalling that the Commercial Code determines that, in the case of a company's suspension of activity, "it is a prerogative of the partners, its implementation is subject to a unanimous resolution, which presupposes their meeting in a general assembly."
At stake is one of the country's largest mega-projects, impacting approximately 5,000 direct jobs and 3% of the GDP. The summons recalls that Mozambique's state, which is also a shareholder in Mozal (3.9%) through the Institute for the Management of State Holdings (Igepe), had communicated that the decision was made "outside the applicable legal, statutory, and contractual framework."
The summons further notes that the Mozal shareholders' agreement provides "that the closure, abandonment, or suspension of a substantial part of the company's business constitutes a matter reserved for the formal deliberation of the shareholders, and cannot result from a mere internal decision, public announcement, or isolated instruction from one shareholder."
The public prosecutor pointed out that the company's articles of association establish "that the approval of the suspension, cessation, or abandonment of a major part of the company's business requires the unanimous consent of each shareholder holding at least 25% of the ordinary shares."
"Given that, in the present case, there is no record of a resolution taken unanimously to this effect in a general meeting, much less the express consent of the shareholder Industrial Development Corporation of South Africa Limited (IDC), holder of 32.48%, that is, more than the 25% required for a decision of this nature to be validly taken, the unilateral decision in question, by the shareholder South 32 Investment 1 B.V., suffers from a serious formal defect," the summons points out.
The document underlines that, "in light of the general principles of corporate law," directors "are bound to fulfil fiduciary duties of diligence, loyalty, and acting in the best interest of the company, and must ensure that decisions with a structural impact on the company's activity are made in strict compliance with the applicable legal, statutory, and contractual norms."
Therefore, it warns, "the implementation of a decision of this nature without prior appraisal and resolution by the shareholders in a general meeting constitutes a violation of the aforementioned fiduciary duties, with potential legal implications for the corporate bodies involved."
Thus, the management is "summoned to comply with the law" and must "abstain from implementing the decision" to suspend the smelter's activity.
South32 confirmed that Mozal has been under a care-and-maintenance regime since Sunday, expecting to spend €52.4 million on the smelter's suspension, including worker redundancies.
"Over the last six years, we have engaged extensively with the government of Mozambique, with Eskom [South African company which buys energy from Mozambique and used to sell it to the smelter], and with other stakeholders, but we have been unable to secure a sufficient and affordable energy supply for Mozal beyond March 2026," said South32 CEO Graham Kerr last Monday, as quoted by Bloomberg.
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