Ferrexpo PLC Results of Annual General Meeting (6917A)

TIDMFXPO

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 
                                                                                                  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 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 an AGM                              463,809,957    99.09     4,240,960     0.91   468,050,917   8,009,062 
                                  --------------------------  -------  ------------  -------  ------------  ---------- 
 

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 
    Emily Moss                                  [phone] 
    Gareth Tredway   [e-mail]    [phone] 
 

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 .

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May 25, 2023 08:35 ET (12:35 GMT)