REG - Ferrexpo plc - Results of Annual General Meeting

FerrexpoAnnouncement

25/05/2023 13:45

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RNS Number : 6917A  Ferrexpo PLC  25 May 2023

25 May 2023

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,
25 May 2023, 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 re-election of Graeme Dacomb, Vitalii Lisovenko,
Fiona MacAulay and Natalie Polischuk 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 2022 Report and Accounts.                                   467,065,641               100.00              17,250        0.00                467,082,891       8,977,088
 2.   To approve the Remuneration Report (apart from the remuneration policy)    456,102,076               97.45               11,935,291    2.55                468,037,367       8,022,612
 3.   To re-appoint MHA MacIntyre Hudson as the Company's auditors               467,992,617               99.99               32,798        0.01                468,025,415       8,034,564
 4.   To authorise the Audit Committee to determine the auditors remuneration    467,986,224               99.99               48,290        0.01                468,034,514       8,025,465
 5.   To re-elect Graeme Dacomb as a director                                    All          462,379,104  98.79               5,640,084     1.21                468,019,188       8,040,791
                                                                                 Independent  166,301,160  96.72               5,640,084     3.28                171,941,244       8,040,791
 6.   To re-elect Lucio Genovese as a director                                   399,371,518               85.33               68,647,669    14.67               468,019,187       8,040,792
 7.   To re-elect Vitalii Lisovenko as a director                                All          383,040,879  81.73               85,624,143    18.27               468,665,022       7,394,957
                                                                                 Independent  86,962,935   50.39               85,624,143    49.61               172,587,078       7,394,957
 8.   To re-elect Fiona MacAulay as a director                                   All          459,102,133  98.09               8,919,761     1.91                468,021,894       8,038,085
                                                                                 Independent  163,024,189  94.81               8,919,761     5.19                171,943,950       8,038,085
 9.   To re-elect Natalie Polischuk                                              All          466,128,479  99.60               1,891,808     0.40                468,020,287       8,039,692

                                                                                 Independent  170,050,535  98.90               1,891,808     1.10                171,942,343       8,039,692
 10. Withdrawn
 11. To authorise the directors to allot shares                                  163,669,958               34.97               304,356,706   65.03               468,026,664       8,033,315
 12. To empower the directors to disapply pre-emption rights                     164,861,032               35.23               303,156,691   64.77               468,017,723       8,042,256
 13. To authorise the Company to make market purchases of its own shares         461,908,424               98.94               4,948,517     1.06                466,856,941       9,203,038
 14. To approve a 14 clear days' notice period for a general meeting other than  463,809,957               99.09               4,240,960     0.91                468,050,917       8,009,062
 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

 

Committee changes

 

The Board has elected to appoint Independent Non-executive Director Natalie
Polischuk as Chair of the Group's Health, Safety, Environment and Community
("HSEC") Committee, in place of Ann-Christin Andersen who did not stand for
re-election at the AGM. In addition, Greg Nortje, Group Chief Human Resources
Officer, has been appointed as a member of the HSEC Committee, in place of Jim
North, Chief Executive Officer. The changes are effective as of today.

 

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 authorise the directors to
allot shares and to empower the directors 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 6 months of today's AGM.

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:

 

 Tavistock:
 Jos Simson       ferrexpo@tavistock.co.uk  +44 207 920 3150

 Emily Moss                                 +44 7785 974 264

 Gareth Tredway

 

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, and in 2022 the Group produced 6.1 million tonnes of iron ore
pellets, despite the war in Ukraine. Historically, Ferrexpo has been the
world's third largest exporter of pellets to the global steel industry,
recently having a market share of approximately 9% in 2021. The Group has a
global customer base comprising of premium steel mills around the world, which
includes steel mills in Austria, Germany, Japan, South Korea, Taiwan, China,
Slovakia, the Czech Republic, Turkey, Vietnam and America. For further
information, please visit www.ferrexpo.com (http://www.ferrexpo.com/) .

 

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