Ferrexpo PLC Results of Annual General Meeting (0857A)

TIDMFXPO

RNS Number : 0857A

Ferrexpo PLC

27 May 2021

27 May 2021

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, 27 May 2021, 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 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 and the election of Ann-Christin Andersen and are set out below.

Voting Results

 
                                            For/Discretion                   Against             Total        Votes 
                                                                                                 votes       withheld 
                                                                                                  cast          (1) 
 Resolution                             No. of votes           % of      No. of       % of      No. of        No. of 
                                                               votes      votes       votes      votes         votes 
                                                               cast                   cast 
                                                                (2)                    (2) 
                                 --------------------------  -------  ------------  -------  ------------  ----------- 
 1. To receive the 2020 
  Report and Accounts.                          508,153,398    99.99        72,749     0.01   508,226,147      402,823 
                                 --------------------------  -------  ------------  -------  ------------  ----------- 
 2. To approve the Remuneration 
  Report (apart from the 
  remuneration policy)                          497,519,620    97.83    11,033,948     2.17   508,553,568       75,402 
                                 --------------------------  -------  ------------  -------  ------------  ----------- 
 3. To approve the directors' 
  Remuneration Policy                           498,762,406    98.06     9,843,042     1.94   508,605,448       23,522 
                                 --------------------------  -------  ------------  -------  ------------  ----------- 
 4. To approve the 13.2 
  US cents final dividend                       508,544,135    99.99        72,904     0.01   508,617,039       11,931 
                                 --------------------------  -------  ------------  -------  ------------  ----------- 
 5. To re-appoint MHA 
  MacIntyre Hudson as 
  the Company's auditors                        508,596,563   100.00        14,184     0.00   508,610,747       18,223 
                                 --------------------------  -------  ------------  -------  ------------  ----------- 
 6. To authorise the 
  Audit Committee to determine 
  the auditors remuneration                     508,604,917   100.00         9,922     0.00   508,614,839       14,131 
                                 --------------------------  -------  ------------  -------  ------------  ----------- 
 7. To elect Ann-Christin 
  Andersen as a director                  All   508,290,883    99.94       307,648     0.06   508,598,531       30,439 
                                 ------------  ------------  -------  ------------  -------  ------------  ----------- 
                                  Independent   212,212,939    99.86       307,648     0.14   212,520,587       30,439 
                                 ------------  ------------  -------  ------------  -------  ------------  ----------- 
 8. To re-elect Graeme 
  Dacomb as a director                    All   508,018,169    99.89       578,362     0.11   508,596,531       32,439 
                                 ------------  ------------  -------  ------------  -------  ------------  ----------- 
                                  Independent   211,940,225    99.73       578,362     0.27   212,518,587       32,439 
                                 ------------  ------------  -------  ------------  -------  ------------  ----------- 
 9. To re-elect Lucio 
  Genovese as a director                        406,769,840    79.98   101,828,691    20.02   508,598,531       30,439 
                                 --------------------------  -------  ------------  -------  ------------  ----------- 
 10. To re-elect Vitalii 
  Lisovenko as a director                 All   392,795,440    77.23   115,801,091    22.77   508,596,531       32,439 
                                 ------------  ------------  -------  ------------  -------  ------------  ----------- 
                                  Independent    96,717,496    45.51   115,801,091    54.49   212,518,587       32,439 
                                 ------------  ------------  -------  ------------  -------  ------------  ----------- 
 11. To re-elect Fiona 
  MacAulay as a director                  All   477,658,547    93.92    30,939,984     6.08   508,598,531       30,439 
                                 ------------  ------------  -------  ------------  -------  ------------  ----------- 
                                  Independent   181,580,603    85.44    30,939,984    14.56   212,520,587       30,439 
                                 ------------  ------------  -------  ------------  -------  ------------  ----------- 
 12. To re-elect Kostyantin 
  Zhevago as a director                         365,934,784    73.93   129,055,763    26.07   494,990,547   13,638,423 
                                 --------------------------  -------  ------------  -------  ------------  ----------- 
 13. To elect Jim North 
  as a director                                 507,182,101    99.72     1,416,430     0.28   508,598,531       30,439 
                                 --------------------------  -------  ------------  -------  ------------  ----------- 
 14. To authorise the 
  directors to allot shares                     507,299,831    99.74     1,299,857     0.26   508,599,688       29,282 
                                 --------------------------  -------  ------------  -------  ------------  ----------- 
 15. To empower the directors 
  to disapply pre-emption 
  rights                                        507,288,679    99.74     1,318,189     0.26   508,606,868       22,102 
                                 --------------------------  -------  ------------  -------  ------------  ----------- 
 16. To authorise the 
  Company to make market 
  purchases of its own 
  shares                                        501,317,545    98.83     5,912,936     1.17   507,230,481    1,398,489 
                                 --------------------------  -------  ------------  -------  ------------  ----------- 
 17. To approve a 14 
  clear days' notice period 
  for a general meeting 
  other than an AGM                             500,780,813    98.46     7,836,226     1.54   508,617,039       11,931 
                                 --------------------------  -------  ------------  -------  ------------  ----------- 
 

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 resolutions to re-elect three of our Company directors.

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 6 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 588,624,142 Ordinary Shares carrying one vote each. Therefore, the total number of voting rights as at the date of the AGM 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 
    Gareth Tredway                                 [phone] 
    Annabel de Morgan   [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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May 27, 2021 10:00 ET (14:00 GMT)