Ferrexpo PLC Results of AGM and General Meeting (0037P)

TIDMFXPO

RNS Number : 0037P

Ferrexpo PLC

15 June 2022

15 June 2022

Ferrexpo plc

("Ferrexpo", "the Company" or the "Group")

Results of Annual General Meeting and General Meeting

The results of voting at Ferrexpo's Annual General Meeting ("AGM") and a General Meeting ("GM") of the Company both held today, 15 June 2022, are set out below. All Resolutions at the AGM and the GM 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 and a majority of all shareholders (including the majority shareholder). 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, Ann-Christin Andersen and the election of Natalie Polischuk and the results of that separate count are set out below.

Voting Results of AGM

All ordinary and special resolutions were passed:

 
                                      For/Discretion             Against             Total        Votes 
                                                                                     votes       withheld 
                                                                                      cast         (1) 
 Resolution                        No. of votes    % of      No. of       % of      No. of         No. 
                                                   votes      votes       votes      votes       of votes 
                                                   cast                   cast 
                                                    (2)                    (2) 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 1. To receive the 2021 
  Report and Accounts.              495,997,416   100.00         1,117     0.00   495,998,533     321,518 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 2. To approve the Remuneration 
  Report (apart from the 
  remuneration policy)              492,319,964    99.20     3,994,530     0.80   496,314,494       5,557 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 3. To approve the 6.6 
  US cents final dividend           496,284,144    99.99        35,563     0.01   496,319,707         344 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 4. To re-appoint MHA 
  MacIntyre Hudson as 
  the Company's auditors            496,086,139    99.96       194,713     0.04   496,280,852      39,199 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 5. To authorise the 
  Audit Committee to determine 
  the auditors remuneration         496,268,271    99.99        48,842     0.01   496,317,113       2,938 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 6. To re-elect Ann-Christin 
  Andersen as a director            448,897,871    90.46    47,346,709     9.54   496,244,580      75,471 
                                  -------------  -------  ------------  -------  ------------  ---------- 
                                    152,819,927    76.35    47,346,709    23.65   200,166,636      75,471 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 7. To re-elect Graeme 
  Dacomb as a director              486,648,519    98.06     9,649,141     1.94   496,297,660      22,391 
                                  -------------  -------  ------------  -------  ------------  ---------- 
                                    190,570,575    95.18     9,649,141     4.82   200,219,716      22,391 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 8. To re-elect Lucio 
  Genovese as a director            405,262,105    81.66    91,035,555    18.34   496,297,660      22,391 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 9. To re-elect Vitalii 
  Lisovenko as a director           405,926,051    81.79    90,371,609    18.21   496,297,660      22,391 
                                  -------------  -------  ------------  -------  ------------  ---------- 
                                    109,848,107    54.86    90,371,609    45.14   200,219,716      22,391 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 10. To re-elect Fiona 
  MacAulay as a director            448,996,025    90.47    47,301,635     9.53   496,297,660      22,391 
                                  -------------  -------  ------------  -------  ------------  ---------- 
                                    152,918,081    76.38    47,301,635    23.62   200,219,716      22,391 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 11. To elect Natalie 
  Polischuk                         495,752,422    99.89       542,038     0.11   496,294,460      25,591 
                                  -------------  -------  ------------  -------  ------------  ---------- 
                                    199,674,478    99.73       542,038     0.27   200,216,516      25,591 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 12. To re-elect Kostyantin 
  Zhevago as a director             314,137,679    63.59   179,890,562    36.41   494,028,241   2,291,810 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 13. To elect Jim North 
  as a director                     493,564,729    99.45     2,732,931     0.55   496,297,660      22,391 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 14. To authorise the 
  directors to allot shares         492,346,117    99.21     3,938,007     0.79   496,284,124      35,927 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 15. To empower the directors 
  to disapply pre-emption 
  rights                            492,644,002    99.26     3,648,517     0.74   496,292,519      27,532 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 16. To authorise the 
  Company to make market 
  purchases of its own 
  shares                            489,884,922    98.92     5,358,079     1.08   495,243,001   1,077,050 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 17. To approve a 14 
  clear days' notice period 
  for a general meeting 
  other than an AGM                 492,443,944    99.22     3,875,572     0.78   496,319,516         535 
                                  -------------  -------  ------------  -------  ------------  ---------- 
 

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

Although all the resolutions were passed, the Board of Ferrexpo notes that there were a significant proportion (more than 20%) of votes cast against resolutions to re-elect four of our directors based on the outcome of either the votes of all shareholders or the votes of independent shareholders.

The Board believes that all these directors bring considerable experience and expertise to the Board. The Board will consult and engage with independent 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. In particular, the Board understands that certain of these voting outcomes arose due to a shareholder expressing concerns regarding the number of directorships that certain directors hold. The Board is comfortable that each of the directors is able to devote sufficient time to their roles.

Voting Results of GM

The Special Resolution was passed:

 
                                        For/Discretion           Against          Total        Votes 
                                                                                  votes       withheld 
                                                                                   cast         (1) 
 Resolution                          No. of votes    % of    No. of    % of      No. of         No. 
                                                     votes    votes    votes      votes       of votes 
                                                     cast              cast 
                                                      (2)               (2) 
                                    -------------  -------  -------  -------  ------------  ---------- 
 1. Authorise the appropriations 
  of distributable profits 
  of the Company to the 
  payment of the Relevant 
  Distributions (as defined 
  in the Notice of General 
  Meeting), each by reference 
  to the same record date 
  as the original accounting 
  entry for the Relevant 
  Distribution; waive 
  and release any and 
  all claims which the 
  Company has or may have 
  against each of its 
  shareholders who appeared 
  on the register of shareholders 
  on the relevant record 
  date for the Relevant 
  Distributions arising 
  out of or in connection 
  with the payment of 
  the Relevant Distribution; 
  and waive and release 
  any and all claims which 
  the Company has or may 
  have against each of 
  its directors and former 
  directors arising out 
  of or in connection 
  with the approval, declaration 
  or payment of the Relevant 
  Distributions.                      197,686,143    99.99   22,724     0.01   197,708,867       3,775 

                                    -------------  -------  -------  -------  ------------  ---------- 
 

Further Disclosures

As at 15 June 2022, the Company's issued share capital (excluding treasury shares) consisted of 588,624,142 Ordinary Shares carrying one vote each. Therefore, the total number of voting rights as at 15 June 2022 was 588,624,142.

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: 
   Rob Simmons         [e-mail]    [phone] 
   Tavistock: 
   Jos Simson                                   [phone] 
    Gareth Tredway   [e-mail]    [phone] 
 

Notes to Editors:

Ferrexpo is a Swiss headquartered iron ore company with assets in Ukraine. It has been mining, processing and selling high quality iron ore pellets to the global steel industry for over 40 years. In 2020, the Group produced 11.2 Mt of iron ore pellets, a 7% increase on the prior year. The Company is ranked as the world's 3(rd) largest exporter of pellets to the global steel industry with a market share of approximately 9%. Ferrexpo has a diversified customer base supplying steel mills in Austria, Germany, Japan, South Korea, Taiwan, China, Slovakia, the Czech Republic, Turkey, Vietnam and America. Ferrexpo has a premium listing on the main market of the London Stock Exchange under the ticker FXPO. For further information, please visit www.ferrexpo.com.

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June 15, 2022 07:50 ET (11:50 GMT)