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
withheld1
|
|
Resolution
|
No. of
votes
|
% of votes
cast2
|
No. of
votes
|
% of votes
cast2
|
No. of
votes
|
No. of
votes
|
|
To amend resolution 3: To re-appoint
MHA Audit Services LLP as the Company's 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.
|
421,728,053
|
99.84
|
659,897
|
0.16
|
422,387,950
|
56,834
|
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
withheld1
|
|
Resolution
|
No. of
votes
|
% of votes
cast2
|
No. of
votes
|
% of votes
cast2
|
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 shares
|
417,153,806
|
98.71
|
5,461,571
|
1.29
|
422,615,377
|
216,212
|
|
13. To approve a 14 clear days'
notice period for a general meeting other than an AGM
|
420,026,418
|
99.34
|
2,776,262
|
0.66
|
422,802,680
|
28,909
|
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
+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 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.
