THE COMPANIES ACT 2006
COMPANY NUMBER 05432915
FERREXPO PLC
At the Annual General Meeting of the above-named Company held on 23 May 2024, the following resolutions were proposed and duly passed:
Special Resolutions
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- That, in accordance with the 2006 Act, the Company be and is hereby authorised generally and unconditionally to make market purchases (as defined in section 693(4) of the 2006 Act) of ordinary shares in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:
- (i) the maximum number of ordinary shares which may be purchased is 59,813,714;
- (ii) the minimum price (excluding expenses) which may be paid for each share is not less than 10 pence; and
- (iii) the maximum price (excluding expenses) which may be paid for each ordinary share is an amount equal to the higher of (a) 105% of the average of the middle market quotation of the Company's ordinary shares as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the relevant share is contracted to be purchased and (b) the higher of the price of the last independent trade and the highest independent current bid on the London Stock Exchange at the time the purchase is carried out.
The authority conferred by this resolution shall expire at the next annual general meeting after the passing of this resolution or on 23 August 2025 whichever is the earliest, unless renewed before that time (except that the Company shall be entitled, at any time prior to the expiry of this authority, to make contracts of purchase which would or might be executed wholly or partly after such expiry and to purchase shares in accordance with any such contract as if the authority conferred had not expired).
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- produced to the meeting and initialled by the Chair of the meeting for the purposes of identification be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association.
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- That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.
Mark Gregory Group Company Secretary Ferrexpo plc 23 May 2024