PLANTATIONS ET HUILERIES DU CONGO (PHC): Clarification on the Chairmanship of the Board of Directors

Kinshasa, May 15, 2024 – Society Plantations et Huileries du Congo (PHC SA), a public limited company governed by the Uniform Act relating to commercial companies and economic interest groups (AUSCGIE), informs the public and its partners on the current situation of the presidency of its Board of Directors (CA) .

PHC SA, registered with the RCCM under the number CD/KNG/RCCM/21-B-01412 and bearing the ID. NAT. 18-A0101-A 01148 Y, operates in accordance with its statutes adopted at the Extraordinary General Meeting of November 15, 2022 by the shareholders, including Straight KMM2 and the Congolese State. These statutes, notarized and registered at the RCCM registry on March 8, 2021 under number 027, were published in the Official Journal. In accordance with article 477 of the OHADA Uniform Act, the Board of Directors must appoint from among its members a president who must be a natural person. The statutes of PHC SA, in their article 16 paragraph 1, specify that the president must be chosen from among the members proposed by the holders of Category B shares, he must meet well-defined criteria and his mandate cannot exceed that of his directorship.

To date, following the resignation of the former president of the CA, no new president has been designated by the Council. Consequently, any person claiming to be the chairman of the board of directors of PHC SA only acts in his or her own name and does not commit the company in any way.

To fill this legal void, at the request of certain administrators, the Kinshasa/Gombe Commercial Court appointed an ad hoc agent. The latter is authorized to exercise the prerogatives of the president of the CA until the appointment of a new president, in accordance with the provisions of OHADA law and the statutes of PHC SA.

PHC SA also recalls that the provisions of the Uniform Act relating to commercial companies are of public order, as stipulated in article 2 of the AUSCGIE. Any violation of these provisions subjects offenders to civil or criminal sanctions. The company reserves the right to pursue any person improperly using the title of president of the board of directors.

The company wishes to assure public opinion and its stakeholders that the decisions taken aim to guarantee good governance and the sustainability of the company. She deplores that the personal interests of a few individuals can impact society Plantations et Huileries du Congo, its 10 employees as well as more than 000 dependent Congolese households.

Plantations et Huileries du Congo (PHC) reaffirms its commitment to scrupulously respecting the legal and statutory provisions in force. She remains convinced that shared prosperity, an objective set by the majority shareholders to contribute to the development of the DR Congo, can only be achieved in strict compliance with OHADA law, which aims, among other things, to improve the business climate.

Plantations et Huileries du Congo (PHC).

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