REG - Ferrexpo plc - Result of AGM

FerrexpoAnnouncement

22/05/2025 13:00

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RNS Number : 8278J  Ferrexpo PLC  22 May 2025

22 May 2025

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,
22 May 2025, are summarised below.  All Resolutions were voted by way of a
poll.

As announced on 30 April 2025, following a letter of no circumstance from the
Company's auditor, MHA, notifying the Company of the transition to a new legal
audit entity, MHA Audit Services LLP, a procedural ordinary resolution was put
to the AGM today. The result of the procedural resolution is set out below:

Voting Results - procedural resolution

                                                                               For/Discretion                    Against                           Total votes cast  Votes withheld(1)
 Resolution                                                                    No. of votes  % of votes cast(2)  No. of votes  % of votes cast(2)  No. of votes      No. of votes
 To amend resolution 3: To re-appoint MHA Audit Services LLP as the Company's  421,728,053   99.84               659,897       0.16                422,387,950       56,834
 auditors to hold office until the conclusion of the next general meeting at
 which the Annual Report and Accounts are to be laid before the Company.

 

As stated in the Company's AGM Notice and under UK Listing Rule 6.2.8, 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 and Vitalii Lisovenko and the results of that separate count are set out
below.

Voting Results

                                                                                 For/Discretion                                Against                           Total votes cast  Votes withheld(1)
 Resolution                                                                      No. of votes              % of votes cast(2)  No. of votes  % of votes cast(2)  No. of votes      No. of votes
 1.   To receive the 2024 Report and Accounts                                    421,585,998               99.95               198,690       0.05                421,784,688       1,046,901
 2.   To approve the Remuneration Report (apart from the remuneration policy)    416,768,827               98.58               6,017,186     1.42                422,786,013       45,576
 3.   To re-appoint MHA Audit Services LLP as the Company's auditors             422,114,858               99.84               659,897       0.16                422,774,755       56,834
 4.   To authorise the Audit Committee to determine the auditors remuneration    422,552,260               99.94               239,315       0.06                422,791,575       40,014
 5.   To re-elect Stuart Brown as a director                                     All          421,211,390  99.63               1,562,470     0.37                422,773,860       57,729
                                                                                 Independent  126,217,704  98.78               1,562,470     1.22                127,780,174       57,729
 6.   To re-elect Nikolay Kladiev as a director                                  420,526,411               99.47               2,244,949     0.53                422,771,360       60,229
 7.   To re-elect Lucio Genovese as a director                                   354,966,098               84.76               63,807,253    15.24               418,773,351       4,058,238
 8.   To re-elect Vitalii Lisovenko as a director                                All          354,846,822  84.27               66,243,542    15.73               421,090,364       1,741,225
                                                                                 Independent  59,853,136   47.47               66,243,542    52.53               126,096,678       1,741,225
 9.   To re-elect Fiona MacAulay as a director                                   All          412,842,860  97.65               9,931,826     2.35                422,774,686       56,903
                                                                                 Independent  117,849,174  92.23               9,931,826     7.77                127,781,000       56,903
 10. To grant the directors' authority to allot shares                           122,610,633               29.00               300,181,505   71.00               422,792,138       39,451
 11. To grant the directors' authority to disapply pre-emption rights            122,949,552               29.08               299,821,217   70.92               422,770,769       60,820
 12. To renew the authority for the Company to make market purchases of its own  417,153,806               98.71               5,461,571     1.29                422,615,377       216,212
 shares
 13. To approve a 14 clear days' notice period for a general meeting other than  420,026,418               99.34               2,776,262     0.66                422,802,680       28,909
 an AGM

 

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 UK Listing Rule 6.4.2R, 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
(mailto:n.bias@ferrexpo.ch)             +44 (0)7733 177 831

Tavistock:

Jos Simson                     ferrexpo@tavistock.co.uk
(mailto: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 listing in the equity shares commercial companies category on the London
Stock Exchange (ticker FXPO) and a constituent of the FTSE 250 and FTSE4Good
indices. 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 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
full-scale invasion of Ukraine in February 2022, the Group was the world's
third largest exporter of pellets. The Group has a global customer base
comprising of premium steel mills around the world. For further information,
please visit www.ferrexpo.com (http://www.ferrexpo.com) .

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