REG - Ferrexpo plc - Result of AGM

FerrexpoAnnouncement

23/05/2024 13:00

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RNS Number : 6974P  Ferrexpo PLC  23 May 2024

23 May 2024

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,
23 May 2024, 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 election or re-election of Fiona MacAulay, Stuart
Brown, Vitalii Lisovenko 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 2023 Report and Accounts                                    430,425,645               99.98               86,028        0.02                430,511,673       485,040
 2.   To approve the Remuneration Report (apart from the remuneration policy)    421,094,924               97.71               9,868,618     2.29                430,963,542       33,171
 3.   To approve the Remuneration Policy                                         426,640,702               99.00               4,318,635     1.00                430,959,337       37,376
 4.   To re-appoint MHA MacIntyre Hudson as the Company's auditors               430,819,275               99.97               138,449       0.03                430,957,724       38,989
 5.   To authorise the Audit Committee to determine the auditors remuneration    430,834,727               99.97               124,405       0.03                430,959,132       37,581
 6.   To elect Stuart Brown as a director                                        All          430,645,739  99.93               297,809       0.07                430,943,548       53,165
                                                                                 Independent  135,652,053  99.78               297,809       0.22                135,949,862       53,165
 7.   To elect Nikolay Kladiev as a director                                     429,057,516               99.56               1,898,602     0.44                430,956,118       40,595
 8.   To re-elect Lucio Genovese as a director                                   378,502,260               88.20               50,651,675    11.80               429,153,935       1,842,778
 9.   To re-elect Vitalii Lisovenko as a director                                All          358,284,529  83.47               70,968,061    16.53               429,252,590       1,744,123
                                                                                 Independent  63,290,843   47.14               70,968,061    52.86               134,258,904       1,744,123
 10. To re-elect Fiona MacAulay as a director                                    All          419,818,254  97.44               11,020,128    2.56                430,838,382       158,331
                                                                                 Independent  124,824,568  91.89               11,020,128    8.11                135,844,696       158,331
 11. To re-elect Natalie Polischuk                                               All          430,050,977  99.79               895,273       0.21                430,946,250       50,463
                                                                                 Independent  135,057,291  99.34               895,273       0.66                135,952,564       50,463
 12. To amend the Ferrexpo Long Term Incentive Plan                              426,733,753               99.06               4,061,331     0.94                430,795,084       201,629
 13. To grant the directors' authority to allot shares                           130,598,859               30.30               300,383,082   69.70               430,981,941       14,772
 14. To grant the directors' authority to disapply pre-emption rights            131,257,190               30.46               299,696,741   69.54               430,953,931       42,782
 15. To renew the authority for the Company to make market purchases of its own  424,988,285               98.68               5,676,879     1.32                430,665,164       331,549
 shares
 16. To adopt the new articles of association of the Company                     430,809,119               99.97               109,054       0.03                430,918,173       78,540
 17. To approve a 14 clear days' notice period for a general meeting other than  428,139,458               99.34               2,844,672     0.66                430,984,130       12,583
 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

 

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 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:

Nick Bias                         n.bias@ferrexpo.ch
(mailto:n.bias@ferrexpo.ch)             +44 (0)20 7389 8305

+44 (0)7733 177 831

Tavistock:

Jos Simson                     ferrexpo@tavistock.co.uk
(mailto: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 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. Before Russia's invasion of Ukraine in February 2022, the Group was
the world's third largest exporter of pellets to the global steel industry.
The Group has a customer base comprising of premium steel mills around the
world. For further information, please visit www.ferrexpo.com
(http://www.ferrexpo.com/) .

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