23 May 2024
Ferrexpo
plc
("Ferrexpo", the
"Company" or the "Group")
Results of Annual General
Meeting
The results of voting at Ferrexpo's
Annual General Meeting ("AGM") held today, 23 May 2024, are
summarised below. All Resolutions were voted by way of a
poll.
As stated in the Company's AGM
Notice and under Listing Rule 9.2.2E, a resolution to elect or
re-elect an Independent Director must be passed by both a majority
of the independent shareholders (excluding the Company's
controlling shareholder) and a majority of all shareholders. In
order to determine this, votes cast by the independent shareholders
were counted separately in respect of the election or re-election
of Fiona MacAulay, Stuart Brown, Vitalii Lisovenko and Natalie
Polischuk and the results of that separate count are set out
below.
Voting Results
|
|
For/Discretion
|
Against
|
Total votes
cast
|
Votes
withheld1
|
|
Resolution
|
No. of
votes
|
% of votes
cast2
|
No. of
votes
|
% of votes
cast2
|
No. of
votes
|
No. of
votes
|
|
1. To receive the 2023
Report and Accounts
|
430,425,645
|
99.98
|
86,028
|
0.02
|
430,511,673
|
485,040
|
|
2. To approve the
Remuneration Report (apart from the remuneration policy)
|
421,094,924
|
97.71
|
9,868,618
|
2.29
|
430,963,542
|
33,171
|
|
3. To approve the
Remuneration Policy
|
426,640,702
|
99.00
|
4,318,635
|
1.00
|
430,959,337
|
37,376
|
|
4. To re-appoint MHA
MacIntyre Hudson as the Company's auditors
|
430,819,275
|
99.97
|
138,449
|
0.03
|
430,957,724
|
38,989
|
|
5. To authorise the
Audit Committee to determine the auditors remuneration
|
430,834,727
|
99.97
|
124,405
|
0.03
|
430,959,132
|
37,581
|
|
6. To elect Stuart Brown
as a director
|
All
|
430,645,739
|
99.93
|
297,809
|
0.07
|
430,943,548
|
53,165
|
| Independent |
135,652,053
|
99.78
|
297,809
|
0.22
|
135,949,862
|
53,165
|
|
7. To elect Nikolay
Kladiev as a director
|
429,057,516
|
99.56
|
1,898,602
|
0.44
|
430,956,118
|
40,595
|
|
8. To re-elect Lucio
Genovese as a director
|
378,502,260
|
88.20
|
50,651,675
|
11.80
|
429,153,935
|
1,842,778
|
|
9. To re-elect Vitalii
Lisovenko as a director
|
All
|
358,284,529
|
83.47
|
70,968,061
|
16.53
|
429,252,590
|
1,744,123
|
| Independent |
63,290,843
|
47.14
|
70,968,061
|
52.86
|
134,258,904
|
1,744,123
|
|
10. To re-elect Fiona MacAulay as a
director
|
All
|
419,818,254
|
97.44
|
11,020,128
|
2.56
|
430,838,382
|
158,331
|
| Independent |
124,824,568
|
91.89
|
11,020,128
|
8.11
|
135,844,696
|
158,331
|
|
11. To re-elect Natalie
Polischuk
|
All
|
430,050,977
|
99.79
|
895,273
|
0.21
|
430,946,250
|
50,463
|
|
Independent
|
135,057,291
|
99.34
|
895,273
|
0.66
|
135,952,564
|
50,463
|
|
12. To amend the Ferrexpo Long Term
Incentive Plan
|
426,733,753
|
99.06
|
4,061,331
|
0.94
|
430,795,084
|
201,629
|
|
13. To grant the directors'
authority to allot shares
|
130,598,859
|
30.30
|
300,383,082
|
69.70
|
430,981,941
|
14,772
|
|
14. To grant the directors'
authority to disapply pre-emption rights
|
131,257,190
|
30.46
|
299,696,741
|
69.54
|
430,953,931
|
42,782
|
|
15. To renew the authority for the
Company to make market purchases of its own shares
|
424,988,285
|
98.68
|
5,676,879
|
1.32
|
430,665,164
|
331,549
|
|
16. To adopt the new articles of
association of the Company
|
430,809,119
|
99.97
|
109,054
|
0.03
|
430,918,173
|
78,540
|
|
17. To approve a 14 clear days'
notice period for a general meeting other than an AGM
|
428,139,458
|
99.34
|
2,844,672
|
0.66
|
430,984,130
|
12,583
|
1. A vote withheld
is not a vote in law and is not counted in the calculation of votes
validly cast for or against a resolution
2. Excluding votes
withheld
Significant Votes Against Resolutions
The Board of Ferrexpo notes that
there were a significant proportion (more than 20%) of votes cast
against the resolutions to grant the directors authority to allot
shares and to grant the directors authority to disapply pre-emption
rights, and ultimately these resolutions did not pass. The
Board of Ferrexpo understands that this voting outcome was
primarily as a result of the Company's largest shareholder not
wanting to incur further dilution to its voting interest in the
Company. There were also a significant proportion (more than 20%)
of votes cast against the re-election of one of our Company
directors based on the outcome of the votes of the independent
shareholders.
The Board will consult and engage
with shareholders to better understand the reasons behind these
votes and will publish an update of its shareholder engagement
within six months of today's AGM.
As the re-appointment of Vitalii
Lisovenko, as one of the Independent Non-executive Directors, did
not receive the requisite votes required for re-appointment by a
majority of the independent shareholders, the Company may, in
accordance with the UK Listing Rules, put the matter to a second
vote of all shareholders to be held between 90 and 120 days after
the AGM. Pending the second vote, Mr Lisovenko shall remain a
member of the Board of Ferrexpo for the period from the date of the
AGM until the earlier of (a) the conclusion of any second vote, (b)
the date 120 days after the AGM and (c) the date of any
announcement by the Board that it does not intend to hold a second
vote. If Mr Lisovenko's re-election is approved by a majority
vote of all shareholders at the second vote, he will then be
re-elected until the next AGM.
The Board currently intends to hold
a second vote for the re-appointment of Mr Lisovenko as the
Directors believe his expertise and contribution as a director is
important for the Company. Further announcements will be made in
due course.
Further Disclosures
As at the date of the AGM, the
Company's issued share capital (excluding treasury shares)
consisted of 598,137,142 Ordinary Shares carrying one vote each.
Therefore, the total number of voting rights as at the date of the
AGM was 598,137,142.
In accordance with Listing Rule
9.6.2, Ferrexpo plc has submitted a copy of the resolutions dealing
with the special business put to shareholders at the AGM today to
the National Storage Mechanism, which will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information, please
contact:
Ferrexpo:
Nick
Bias
n.bias@ferrexpo.ch
+44 (0)20 7389 8305
+44 (0)7733 177 831
Tavistock:
Jos
Simson
ferrexpo@tavistock.co.uk
+44 (0)20 7920 3150
Gareth
Tredway
+44 (0)7785 974 264
Notes to Editors:
Ferrexpo is a Swiss headquartered
iron ore company with assets in Ukraine and a premium listing on
the London Stock Exchange in the FTSE 250 index (ticker FXPO). The
Group produces high-grade iron ore pellets, which are a premium
product for the global steel industry and enable reduced carbon
emissions and increased productivity for steelmakers when the
Group's iron ore pellets are converted into steel, compared to more
commonly traded forms of iron ore. Ferrexpo's operations have been
supplying the global steel industry for over 50 years. Before
Russia's invasion of Ukraine in February 2022, the Group was the
world's third largest exporter of pellets to the global steel
industry. The Group has a customer base comprising of premium steel
mills around the world. For further information, please
visit www.ferrexpo.com.