Ferrexpo PLC — AGM Information 2011

Feb 25, 2011

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser, duly authorised under the Financial Services and Markets Act 2000 (FSMA) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or have sold or otherwise transferred all your Ordinary Shares, please send this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer is or was effected, for delivery to the purchaser or transferee. If you have sold only part of your holding of Ordinary Shares, you should retain these documents and consult the stockholder, bank or other agent through whom the sale was effected.

J.P. Morgan Cazenove, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for Ferrexpo plc and no one else in connection with the Proposed Transaction and will not be responsible to anyone other than Ferrexpo plc for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Proposed Transaction referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove by the FSMA or the regulatory regime established thereunder, J.P. Morgan Cazenove accepts no responsibility whatsoever for the contents of this Circular and disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Circular.

FERREXPO PLC

(Incorporated and registered in England and Wales under Companies Act 1985 with registered number 5432915)

NOTICE OF GENERAL MEETING

This document should be read as a whole. Nevertheless, your attention is drawn to the letter from your Chairman which is set out on Part I of this document which contains a recommendation from the Board of Ferrexpo plc that you vote in favour of the Resolution to be proposed at the General Meeting referred to below.

Notice of a General Meeting of Ferrexpo plc to be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD at 11.00 a.m. on 15 March 2011 is set out at the end of this document. A Form of Proxy for use at the General Meeting is enclosed. Whether or not you intend to be present at the General Meeting in person, you are asked to complete, sign and return the accompanying Form of Proxy in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by Ferrexpo plc's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL by no later than 11.00 a.m. on 13 March 2011. If you are a member of CREST you may be able to use the CREST electronic proxy appointment service. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received by not later than 11.00 a.m. on 13 March 2011.

A summary of the action to be taken by Shareholders is set out on page 7 of this document and in the accompanying Notice of General Meeting. The completion and return of a Form of Proxy or submission of your proxy electronically or completing and transmitting a CREST Proxy Instruction will not prevent you from attending the General Meeting and voting in person (in substitution for your proxy vote) if you wish (and are so entitled).

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

This document contains forward-looking statements which are subject to assumptions, risk and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, there can be no assurance that these expectations will prove to have been correct. As these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by those forward-looking statements. Each forward-looking statement is correct only at the date of the particular statement. The Company does not undertake any obligation publicly to update or revise any forward-looking statement as a result of new information, future events or other information, although such forward-looking statements will be publicly updated if required by the Listing Rules, the Prospectus Rules, the Disclosure and Transparency Rules, the rules of the London Stock Exchange or by law.

CONTENTS

Expected Timetable of Principal Events	1
Directors, Company Secretary, Registered Office and Advisers	2
Part 1: Letter from the Chairman	3
Part 2: Summary of the Purchase Agreement	8
Part 3: Additional Information	10
Definitions	15
Notice of General Meeting	17

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of forms of proxy from Shareholders ... 11.00 a.m. on 13 March 2011 General Meeting ......................................................... 11.00 a.m. on 15 March 2011

Notes:

(1) References to time in this document are to London time unless otherwise stated.

• (2) If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.
• (3) Unless stated otherwise in this document, for the purposes of translating UAH denominated amounts into US\$ a current exchange rate of UAH7.9317 : US\$1.00 has been used. This does not apply to historical financial information, which has been translated at historical rates for the relevant periods or balance sheet dates.

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors	Michael Abrahams, CBE DL (Non-Executive Chairman) Kostyantin Zhevago (Chief Executive Officer) Christopher Mawe (Chief Financial Officer) Oliver Baring (Non-Executive Director) Ihor Mitiukov (Non-Executive Director) Wolfram Kuoni (Non-Executive Director) Miklos Salamon (Non-Executive Director) Lucio Genovese (Non-Executive Director)
Secretary	David Leonard
Registered Office	2-4 King Street, London, SW1Y 6QL
Sponsor	J.P. Morgan plc, 125 London Wall, London, EC2Y 5AJ
Lawyers	Allen & Overy LLP, One Bishops Square, London, E1 6AD
Registrars	Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL

PART 1

LETTER FROM THE CHAIRMAN OF FERREXPO PLC

(Incorporated and registered in England and Wales under company number 5432915) Registered Office: 2-4 King Street, London, SW1Y 6QL

Directors:

Michael Abrahams, CBE DL (Non-Executive Chairman) Kostyantin Zhevago (Chief Executive Officer) Christopher Mawe (Chief Financial Officer) Oliver Baring (Non-Executive Director) Ihor Mitiukov (Non-Executive Director) Wolfram Kuoni (Non-Executive Director) Miklos Salamon (Non-Executive Director) Lucio Genovese (Non-Executive Director)

25 February 2011

To the holders of Ferrexpo plc Ordinary Shares

Dear Shareholder,

Proposed acquisition of up to 1000 newly built open rail car wagons (the Proposed Transaction)

1. Introduction

It was announced today that the Company's subsidiary Open Joint Stock Company Ferrexpo Poltava GOK Corporation (FPM), in which it holds approximately 97.3% of the share capital, has, subject to Shareholder approval, agreed to buy from the Open Joint Stock Company "Stakhanov Wagon Works" (the Supplier), 400 newly built open rail car wagons of 12-9046 model (the Open Wagons) with an option to purchase an additional 600 Open Wagons on terms and conditions agreed between FPM and the Supplier (the Parties) and set out in a conditional contract between the Parties dated 25 February 2011 (the Purchase Agreement).

The terms and conditions set out in the Purchase Agreement, such as the technical specification for the Open Wagons, the delivery terms and the price of each Open Wagon may be varied by the Parties and such variations will be recorded in separate addendums (Specifications). The Parties shall mutually agree the price for each Open Wagon for each monthly consignment of Open Wagons and in doing so shall take into consideration the current market price of open rail car wagons in the CIS, provided that the price of an Open Wagon shall not exceed US\$120,000. The maximum total consideration payable by FPM, should it choose to exercise its option to take delivery of an additional 600 Open Wagons, shall therefore be US\$120,000,000.

The Open Wagons are to be used for the transportation of iron ore pellets produced by FPM to the Ukrainian border for delivery to its customers. It is proposed that the Open Wagons shall be delivered in consignments of 50 units per month, the first of which will be delivered in March 2011.

Mr Zhevago is a Director and the Chief Executive Officer of the Company and is (together with certain of his family members) the beneficiary of The Minco Trust, a discretionary trust which owns 100 per cent. of Fevamotinico. Fevamotinico, in turn, is the holder of approximately 51 per cent. of the issued shares carrying voting rights in the capital of the Company. Mr Zhevago also indirectly controls the exercise of 30 per cent or more of the votes able to be cast at general meetings of the Supplier on all, or substantially all, matters. Consequently, the Supplier is an associate of Mr Zhevago and therefore a related party of the Company. Accordingly, the Proposed Transaction is classified under the Listing Rules as a "related party transaction".

Under the Listing Rules, where a company enters into transactions with the same related party and/or any of its associates in any 12-month period, those transactions must be aggregated to enable calculation of certain percentage ratios (Percentage Ratios) set out for conducting class tests under the Listing Rules for the purpose of determining whether the latest proposed related party transaction requires shareholder approval.

As at the date of this document, the Proposed Transaction, when aggregated with other relevant related party transactions entered into between the Group and associates of Mr Zhevago within the previous 12 months (details of which are set out in Part 3 (Additional Information)) (the Previous Related Party Transactions), exceeds the Percentage Ratio relating to gross assets which requires the approval of the Shareholders of the Company under the Listing Rules.

Under the Listing Rules, Mr Zhevago and Fevamotinico and their associates are precluded from voting in relation to the Proposed Transaction. Mr Zhevago and Fevamotinico have undertaken to abstain and to ensure that their associates will abstain from voting on the Resolution in the event that either they or their associates own Ordinary Shares in the Company. Only those Shareholders who are not associates of Mr Zhevago and Fevamotinico, being Independent Shareholders, may vote in relation to the Proposed Transaction. The Board has therefore determined to seek the Independent Shareholders' consent to the Proposed Transaction.

The Proposed Transaction is subject to, and conditional upon, the approval of the Independent Shareholders. A notice of the General Meeting to be held on 15 March 2011, at which your approval will be sought for the Proposed Transaction, is set out at the end of this document.

The purpose of this document is to provide details of the Proposed Transaction, to explain why the Board believes that the Proposed Transaction is in the best interests of Ferrexpo and its Shareholders as a whole and to seek the consent of the Independent Shareholders to the Proposed Transaction at the forthcoming general meeting of the Company. The principal terms of the Purchase Agreement are further described in Part 2 of this document.

2. General Meeting

The Proposed Transaction is a related party transaction and is conditional upon the approval of Independent Shareholders at a general meeting of the Company. Set out at the end of this document is a notice convening the General Meeting to be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD at 11.00 a.m. on 15 March 2011 at which an Ordinary Resolution will be proposed to approve the Proposed Transaction. The Resolution must be approved by Independent Shareholders who in aggregate represent a simple majority of the Independent Shareholders present and voting, whether in person or by proxy at the General Meeting.

3. Background to, and reasons for, the Proposed Transaction

As part of its growth and marketing strategy, the Company is committed to the development of its logistic capabilities by investing in its own fleet of railway cars. The Directors believe that such investment is required to support medium term production growth which is expected to increase by a third to 12 million tonnes of pellets per annum by 2013. The Directors believe that access to rail cars is necessary to support such a growth in production because most of the iron ore pellets produced by FPM (being the principal product currently produced by FPM) are transported by rail to the Ukrainian border and, to a lesser extent, to river ports on the Danube River or to ocean vessel ports on the Black Sea.

Railway transportation services in Ukraine are provided by a State owned monopoly, Ukrzaliznytsa. The Company currently uses Ukrzaliznytsa's fleet to satisfy about 65 per cent. of its rail car requirements. To date FPM owns 933 railway cars, which represents roughly one third of the Company's rail car requirements and allows the Company to place less reliance on the Ukrzaliznytsa fleet. Where FPM uses its own rail cars, it receives a discount to the tariff applied on the use of rail cars owned by Ukrzaliznytsa. This discount currently represents approximately 12 per cent. of transportation tariffs on South border directions (ports TIS IO and Yuzhny) where FPM's own wagons are extensively used. This resulted in a saving of approximately UAH17.5million in 2010 and a saving of approximately UAH12.7million in 2009. The railway tariffs are regulated by the Ukrainian government and are fixed by the Ministry of Transport. The cost of transportation depends on the categories of goods transported and the route used. The railway tariffs are denominated in domestic currency (UAH).

The rail car industry in the CIS is currently unable to supply sufficient numbers of rail cars to satisfy demand. Demand for rail cars has increased due to a growing economy and export market and a lack of capital investment which has resulted in a need to replace an ageing fleet of rail cars. The Directors are concerned that the failure of Ukrainian railways to upgrade its rolling stock within the next few years could result in a shortage of available working rolling stock, a disruption in transportation of the Company's products and increased costs of rail or other substituted transport. In the past, FPM has experienced delays in obtaining sufficient allocations of rail cars, particularly at certain times of the year when agricultural producers ship their produce by rail, and on occasion rail cars have been in poor condition resulting in loss or damage of a certain quantity of pellets. Any disruption or delay in shipment could have a negative effect on the Company's profitability and cash flows. The Directors believe that growing production of FPM (in 2010 it has seen an increase in productivity from 8.8 mt pellets to 10 mt pellets) and the additional production output in 2013 from Ferrexpo Yeristovo mine demand increased capacity and reliability from rail transportation.

In pursuit of this strategy, FPM increased its rail car fleet in 2010 with the purchase of 300 new rail cars. In 2011, it is intended that, subject to receiving shareholder approval, it shall continue to increase its rail car fleet by acquiring at least 400 and up to 1000 rail cars from the Supplier.

In the past FPM has acquired 633 rail cars from such suppliers as the Supplier, Kruykovo Wagon Works and State owned "Ukrzpetswagon". FPM recently acquired 300 Open Wagons from the Supplier on similar terms to the Proposed Transaction. The Directors consider that the Open Wagons supplied were of satisfactory quality and were provided on competitive terms.

The Independent Shareholders are asked to approve such transactions for the reasons set out in this document.

4. Principal terms of the Proposed Transaction

FPM has agreed to purchase 400 newly built Open Wagons of 12-9046 model from the Supplier, with an option to purchase an additional 600 Open Wagons. There is no fee attached to the option but the option shall expire on 31 December 2012. The Open Wagons are to be delivered in lots of 50 units each month with the first delivery expected to take place in March 2011.

The price of an Open Wagon shall be US\$65,000 however this price shall, by agreement between the Parties, be subject to adjustment for each monthly consignment to reflect the then current market price of open rail car wagons in the CIS. The price, however, of an Open Wagon shall not exceed US\$120,000. FPM shall request quotes from at least four other suppliers of rail cars in the CIS each month and shall use the quotes received to determine the current market price of an open rail car wagon. In the event of a proposed adjustment to the terms set out in the Purchase Agreement, any variation shall be approved by the Company according to its established process for the approval of related party transactions. The maximum total consideration payable by FPM under the Purchase Agreement shall be US\$120,000,000, if FPM chooses to exercise its option to acquire the additional 600 Open Wagons. If the Parties fail to reach an agreement on the price for a particular consignment, FPM shall cease to be obliged to purchase those Open Wagons and the Supplier shall cease to be obliged to supply those Open Wagons.

The adjusted price for each lot, as well as the terms (including time periods) of delivery and quantity of each consignment of Open Wagons and other significant conditions of delivery which are not set out in the Purchase Agreement, will be agreed by the Parties in respect of each monthly consignment and set out in the relevant Specification.

FPM is also required to pay costs in relation to the transport of the Open Wagons and bank charges relating to the Proposed Transaction, further details of which are set out in Part 2 of this document.

Delivery of the Open Wagons shall be deemed to take place at the manufacturer's site before transportation to FPM at which point risk in respect of the Open Wagons shall pass to FPM.

The Supplier has given warranties relating to title and the quality of the Open Wagons for a period of three years from delivery of the Open Wagons. The Supplier has also agreed that if it is proved to be at fault, it shall remedy any defects or provide refunds or discounts if the defect cannot be remedied.

Both the Supplier and FPM have given indemnities to the other in respect of the reimbursement of certain costs that may be incurred by the other Party. Money may also be payable on a breach of certain of the terms of the Purchase Agreement.

Further details regarding the terms of the Purchase Agreement and the indemnities and payments referred to above are contained in the summary of the Purchase Agreement which is set out in Part 2 of this document.

5. Financial Effects of the Proposed Transaction

The price of each Open Wagon shall be negotiated between FPM and the Supplier on the basis of the prevailing market price for open rail car wagons at the time of negotiations. The price per Open Wagon shall not exceed US\$120,000. The maximum total consideration payable by FPM for 1000 Open Wagons is therefore US\$120,000,000.

FPM may also be required to pay charges to the Supplier of up to:

(a) 0.1 per cent. of the value of the Open Wagons to be supplied, for each day of delay (but not exceeding double the NBU Rate) as a result of FPM failing to provide information required under the Purchase Agreement which leads to an overstocking of access roads of the Supplier; and

(b) 0.1 per cent. of the amount of any late reimbursement to the Supplier of costs relating to railway fare payment and transportation services, for each day of such delay (but not exceeding double the NBU Rate).

FPM shall fund the consideration for the Open Wagons from its own cash resources, or shall put in place a leasing arrangement with one of the leading Ukrainian banks for all or some of the Open Wagons.

6. Risks associated with proceeding with the Proposed Transaction

Supplier failure

The Supplier may fail to supply the quantity or the quality of the Open Wagons as agreed in the Purchase Agreement and FPM would have to source the Open Wagons from a different supplier, potentially at an increased price. The Contract contains a mitigation mechanism to deal with that risk, in the former case by granting FPM a right to receive damages for losses incurred and/or demand repayment of the purchase price (if the Supplier has already been paid) and in the latter case, by granting FPM a right to demand the elimination of any defect or replacement of the faulty product.

Adverse price changes

The price of the Open Wagons is subject to monthly review, and may rise considerably due, for example, to a rise in steel prices, but shall not exceed US\$120,000 per Open Wagon. The Directors believe that as it is not market practice in Ukraine to fix the price of the rail cars for a period longer than one month, FPM would face the same risk if it was to negotiate the purchase of rail cars with another supplier.

Failure to utilize the increased rail car fleet to full capacity

FPM may not be able to utilize its rail fleet to its full capacity should the demand for iron ore pellets fall. However, it is the Directors' opinion that the cost of maintenance of the unutilized rail fleet is marginal compared to the risk of being unable to deliver products to the customers within agreed timescales and facing penalties for non-delivery. In addition, as new ore becomes available from the Yeristovo mine, FPM may lease or sell part of its fleet to Ferrexpo Yeristovo Mining thus ensuring its utilization.

Government policy changes

The Ukrainian government could prohibit the use of private rail cars on state railways. The Directors consider this to be a low risk.

7. Risks associated with not proceeding with the Proposed Transaction

Limited availability of rail cars

The availability of rail cars may become scarce, and failure to secure a committed supply agreement in the near future may result in an inability to procure the desired number of rail cars in the future. This could lead to a disruption or delay in the shipment of products to customers and result in FPM paying penalties for non-delivery.

Failure to satisfy customer contracts

If Ukrzaliznytsa fails to upgrade its rolling stock this could lead to a shortage of available working rolling stock which could lead to a disruption or delay in the shipment of products to customers and result in FPM facing penalties for non-delivery.

8. Action to be taken

You will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you propose to attend the General Meeting in person, you are asked to complete and sign the Form of Proxy in accordance with the instructions printed on it and return it to the Company's Registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL by no later than 11.00 a.m. on 13 March 2011. Completion and return of a Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you wish.

9. Additional Information

Your attention is drawn to the further information set out in Part 2 and Part 3 of this document relating to the Company and the Proposed Transaction.

10. Recommendation

The Board, who have been so advised by J.P. Morgan Cazenove, consider the Proposed Transaction to be fair and reasonable so far as Shareholders are concerned. In giving advice to the Board, J.P. Morgan Cazenove has taken account of the Independent Directors' commercial assessment of the Proposed Transaction.

Under the Listing Rules, Mr Zhevago and Fevamotinico and any of their associates are precluded from voting in relation to the Proposed Transaction. Mr Zhevago and Fevamotinico have undertaken to abstain and to ensure that their associates will abstain from voting on the Resolution in the event that either they or their associates own Ordinary Shares in the Company. As at 24 February 2011, Fevamotinico was recorded in the Company's register of members as holding 300,198,313 Ordinary Shares and Mr Zhevago was not recorded as a shareholder in the Company's register of members.

Under the Listing Rules, Mr Zhevago is precluded from taking part in the Board's consideration of the Proposed Transaction. Accordingly, Mr Zhevago has not taken part in the Board's consideration of the Proposed Transaction.

The Board considers the Proposed Transaction to be in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommend that you vote in favour of the Resolution set out in the Notice of General Meeting at the end of this document, as the Independent Directors intend to do in respect of their own beneficial holdings of Ordinary Shares in the Company which amount to 816,398 Ordinary Shares (representing approximately 0.14 per cent. of the existing issued share capital of the Company as at 24 February 2011, being the last practicable day before the publication of this document).

Yours sincerely

Michael Abrahams, CBE DL Chairman

PART 2

SUMMARY OF THE PURCHASE AGREEMENT

FPM, a subsidiary of the Company, has agreed to purchase 400 newly built open rail car wagons of 12-9046 model from OJSC "Stakhanov Wagon Works", with an option, exercisable at will, to purchase an additional 600 Open Wagons on the same terms as the initial 400 Open Wagons.

Price

The price of an Open Wagon shall be US\$65,000, which shall be subject to adjustment to take into consideration the prevailing market price for Open Wagons at the time a Specification for each monthly consignment is agreed, provided that the price of an Open Wagon shall not exceed US\$120,000. The maximum total consideration payable by FPM under the Purchase Agreement shall therefore be US\$120,000,000 if FPM chooses to exercise its option to purchase the additional 600 Open Wagons. The adjusted price consignment, as well as the terms (including time periods) of delivery and quantity of each consignment of Open Wagons and other significant conditions of delivery which are not set out in the Purchase Agreement, shall be agreed by the Parties and set out in Specifications.

If any such price adjustment is proposed, the Party proposing such adjustment is required to notify the other Party of its intent to change the price by written notice. The Party receiving such notice must either agree to the adjustment or notify the Supplier of its disagreement with the proposed adjustment within five days of receipt of the notice. If the Party in receipt of the notice does not take any such action or if the Parties fail to agree the changes of the price within that five day period, the Party offering the change of price shall not have a duty to supply or take the delivery of the respective consignment of the Open Wagons.

Upon signing each Specification the Supplier shall invoice FPM for 100 per cent. of the consideration in respect of the relevant consignment. FPM is required to settle each invoice in full within three business days of receipt.

All payments under the Agreement shall be paid in UAH in accordance with the NBU Rate on the date of the relevant payment.

FPM is required to compensate the Supplier for the costs of railway fare and payment for services of the carrier relating to the transportation of the Open Wagons to the appointed railway station within two banking days from the receipt from the Supplier of an invoice relating to such costs. FPM is also required to pay all payments related to banking services in respect of the Proposed Transaction. The railway tariffs are regulated by the Ukrainian government and are fixed by the Ministry of Transport and so may be subject to change, but based on the current applicable tariffs, the total charges are not expected to exceed US\$750,000.

Specification

The Open Wagons are required to conform to certain technical requirements agreed between the Parties. FPM shall have the right to supervise the works during the manufacturing of the Open Wagons and the approval of FPM will be required for any changes to the technical specifications.

Acceptance of the quantity and quality of the Open Wagons shall be conducted at the Supplier's site and risk shall pass to FPM at that point. If FPM's representatives fail to arrive when required in order to inspect and approve the Open Wagons, the Open Wagons shall be deemed to be accepted by FPM in relation to quality and completeness from that day.

The terms and conditions of delivery of the Open Wagons as set out in the Purchase Agreement shall be construed by the Parties in accordance with the Incoterms 2000 rules, except for those provisions which are applied only to international economic transactions.

Warranties

The Supplier warrants that at the time of sale, it owns the Open Wagons free of any third party claims. Subject to compliance by FPM and/or the owner of the Open Wagons and/or any railway transportation organisations which are responsible for delivery of the Open Wagons, the Supplier warrants the proper quality of the delivered Open Wagons for three years from the date of shipment to FPM.

Defects

If latent defects in the Open Wagons are identified during the warranty period, and it is established that it is the fault of the Supplier, the Supplier shall be obliged to eliminate the revealed defects or replace the defective Open Wagons at its own expense or to refund FPM or provide a discount to FPM within 60 days from the date of receipt of a demand from FPM.

Indemnities and fines

The Supplier is required to indemnify FPM against all costs and/or losses incurred in connection with the elimination of defects or depreciation of the Open Wagons.

If the Supplier breaches any terms of the Purchase Agreement relating to the delivery of the Open Wagons the Supplier shall pay FPM a fine at the rate of 0.1 per cent. of the value of the Open Wagons not delivered in time, for each day of delay (but not exceeding double the NBU Rate).

If the Supplier is unable to replace Open Wagons which are incomplete, defective or incompliant with the specification, the Supplier undertakes to refund FPM within 10 banking days from the date of written notice provided to it. If the Supplier does not provide such a refund within 10 banking days, the Supplier shall pay FPM a fine at the rate of 0.1 per cent. (but not exceeding double the NBU Rate).

Indemnities in favour of the Supplier

If FPM breaches any terms of the Purchase Agreement relating to the supply of information by Ferrexpo and this leads to an overstocking of access roads of the Supplier, FPM shall pay a fine at the rate of 0.1 per cent. of the value of the Open Wagons lot to be supplied, for each day of delay (but not exceeding double the NBU Rate).

If FPM fails to pay to the Supplier, within the time period specified in the Purchase Agreement, the costs payable in relation to railway fare payment and transportation services, FPM shall pay the Supplier a fine at the rate of 0.1 per cent. of the amount of such late reimbursement, for each day of such delay (but not exceeding double the NBU Rate).

If either Party fails to comply with the terms of the Purchase Agreement it shall reimburse the non-defaulting party against all losses incurred in connection with such default.

Dispute resolution

The Purchase Agreement is governed by Ukrainian law and any disputes shall be submitted for resolution to the commercial court of the location of the defendant. Any legal action by FPM against the Supplier may therefore not be dealt with by the courts of England and Wales.

Termination

The Purchase Agreement may be terminated before the expiration of its term:

• (a) by mutual agreement of the Parties;
• (b) by any Party by giving at least a 14-days' notice in case of material breach by the other Party; or
• (c) on the occurrence of an event of force majeure.

PART 3

ADDITIONAL INFORMATION

1. The Company

The Company was incorporated and registered in England and Wales under the name Ferrexpo plc as a public company limited by shares under the Companies Act 1985 on 22 April 2005 with registered number 5432915. The Company's registered office is at 2-4 King Street, London SW1Y 6QL, United Kingdom. The telephone number is +44 207 389 8300. The Company's principal place of business is Bahnhofstrasse 13, CH-6340, Baar, Switzerland. The telephone number is +41 41 769 3660. The principal legislation under which the Company operates, and pursuant to which the Ordinary Shares have been created, is the Companies Act 1985 and the Companies Act 2006.

2. Interests and major shareholdings

• (a) Fevamotinico is the holder of a total of 300,198,313 Ordinary Shares in the Company out of a total of 613,967,956 issued Ordinary Shares carrying voting rights in the Company, being approximately 51 per cent. of the total issued share capital of the Company taking into account 25,343,814 shares held in treasury by the Company.
• (b) As far as the Company is aware, as at 24 February 2011 (being the latest practicable date before the posting of this document), the following persons (other than Directors) were, directly or indirectly, interested in three per cent. or more of the voting rights or issued share capital of the Company:

	Number of	%
	Ordinary Shares
Fevamotinico S.a.r.l	300,198,313	51.00
Wigmore Street Investments No. 3 Limited	147,156,035	24.99

Notes:

• 1 Fevamotinico is a wholly owned subsidiary of The Minco Trust of which Mr Zhevago is a beneficiary.
• 2 Wigmore Street Investments No.3 Limited holds 76,656,035 Ordinary Shares through its nominee Lynchwood Nominees Limited and is interested in Total Return Swaps covering 70,500,000 shares.
• (c) The Company has received an irrevocable commitment from Wigmore Street Investments No.3 Limited to vote in favour of the Proposed Transaction at the General Meeting. Such irrevocable commitment is in respect of 76,656,035 Ordinary Shares, being approximately 13.02% of the issued share capital of the Company and approximately 24.43% of the Ordinary Shares in respect of which voting rights may be exercised in relation to the Resolution.

3. Mr Zhevago's Service Agreement

On 10 February 2009 Ferrexpo AG entered into a service agreement (the Agreement) with Mr Zhevago. The Agreement provides for Mr Zhevago to act as chief executive officer of the Group at a salary of US\$240,000 per annum. The Agreement may be terminated by Ferrexpo AG on six months' written notice or without notice in the event of gross misconduct, gross negligence or in the event of Mr Zhevago being in material breach of one of the terms of his employment. On termination of Mr Zhevago's employment by Ferrexpo AG, Mr Zhevago will be entitled to receive all components of remuneration, allowances and expenses for the duration of the notice period. Ferrexpo AG is required to provide Mr Zhevago with fully furnished accommodation in Switzerland (and elsewhere in Europe if necessary for the performance of his duties) at no cost to him and on termination of Mr Zhevago's contract, Ferrexpo AG will make payment of any outstanding lease of property so occupied from the end of the notice period up to the end of the lease period. Mr Zhevago is also entitled to receive the services of a tax advisory company up to the value of US\$5,000 per annum, to assist with advice on and completion of all necessary taxation and social security obligations in Switzerland and to participate in Ferrexpo AG's pension plan. The Agreement contains a provision exercisable at the option of Ferrexpo AG to pay an amount on early termination of employment equal to the total base salary to which Mr Zhevago would have been entitled for the full extent of the notice period (less deductions for tax and employee's social security contributions) and a payment equal to accrued but untaken holiday to which he would have been entitled for the full extent of the notice period.

4. Material contracts

Save for the Purchase Agreement and the Relationship Agreement (details of which were included in the Prospectus, which is incorporated by reference into this document), the Company has not been a party to any material contracts during the two year period immediately preceding the date of this document (being contracts entered into by the Company since its incorporation and which are, or may be, material) which contain information which Shareholders would reasonably require to make a properly informed assessment of how to vote on the Resolution.

5. Related party transactions

During the periods presented below, the Group entered into arm's length transactions with subsidiary undertakings and associates related to Mr Zhevago (the Related Parties). In the year ended 2009, transactions with Related Parties formed 6.33 per cent. of the turnover of the Company, in the year ended 2010 transactions with Related Parties formed 12.95% of the turnover of the Company and in the period ended 31 January 2011, transactions with Related Parties formed 4.74% of the turnover of the Company. The transactions set out below are those that the Group's management considers to be related party transactions within the meaning prescribed in Chapter 11 of the Listing Rules. The Previous Related Party Transactions are summarised below.

Revenue, expenses, finance income and finance costs

Entities under common control are those under the control of Kostyantin Zhevago. TIS Ruda, in which the Group holds an interest of 48.6 per cent., is the only associated company of the Group. The other related parties are principally those entities controlled by Olexander Moroz (who was a supervisory board member of Ferrexpo Poltava GOK Corporation until 14 May 2010.

	Period ended 31.01.11 Unaudited			Year ended 31.12.10 Unaudited			Year ended 31.12.09 Audited
US\$ 000	Entities under common control	Associated companies	Other related parties	Entities under common control	Associated companies	Other related parties	Entities under common control	Associated companies	Other related parties
Other sales (1)	105	185	209	1,398	951	2,263	506	-	1480
Total revenue	105	185	209	1,398	951	2,263	506	-	1480
Purchase of materials (2) Purchase of	2,440	-	1,168	125,093	-	15,105	4,458	-	11,930
services (3) General and administration	42	-	-	732	-	119	444	-	23
expenses (4) Selling and	342	-	-	4,612	-	1	3315	-	-
distribution (5)	-	965	1,379	-	8,362	18,496	-	11,849	11,736
Other expenses (6)	7	-	-	201	-	21	91	-	8
Total expenses	2,831	965	2,547	130,638	8,362	33,742	8,308	11,849	23,697
Finance income (7) Finance costs (7)	71 (27)	3 -	- -	964 (443)	96 -	-	1,329 (816)	267 -	- -
Net finance costs/(income)	44	3	-	521	96	-	513	267	-

Notes:

(1) Other sales to other related parties consist of scrap metal sales made to Ferrolit, a company under control of a former supervisory board member of Ferrexpo Poltava (see above). Other sales to entities under common control are mainly related to sales of power, steam and water and the lease of premises to Kislorod and Vorskla-Steel.

• (2) Purchase of materials from entities under common control consists of purchased concentrate in the amount of US\$104,367,000 from Vostock Ruda (31 December 2009: US\$1,386,000) of which US\$92,667,000 are related to merchant third party concentrate purchased by the Group through this company. The Group currently has surplus pelletising capacity which it utilises where possible by purchasing concentrate produced by third parties on the open market. Concentrate itself is a tradable end product and as such prices paid reflect the market for the product. As a result, the Group is able to earn a margin by converting this into pellets albeit of a lower level than from its own produced ore. It is the Group's strategy to produce pellets from purchased third party concentrate in order to make full use of the available pelletising capacity where adequate margins can be earned. The Group earned a margin on the third party concentrate business of US\$16,174,000. Vostock Ruda earned fees of US\$140,000 which covered only costs incurred which were associated with procuring and delivering of the purchased third party concentrate. During the financial year 2010, the Group purchased through Ferrexpo Poltava pellets from SIA Wellmark Latvia, which is controlled by Kostyantin Zhevago. The related party acted on behalf of the Group and earned a handling commission of US\$0.10 per ton amounting in total to US\$69,000 (2009: US\$ nil). The Group purchased compressed air and oxygen of US\$3,667,000 (31 December 2009: US\$1,414,000) from Kislorod, a company controlled by Kostyantin Zhevago. Purchase of materials from other related parties includes purchased cast iron balls from Ferrolit of US\$14,946,000 (31 December 2009: US\$11,286,000), which are used in the production process. Purchase of materials also comprise the purchase of gas amounting to US\$14,432,000 (2009: nil) OJSC Ukrzakordongeologia, which is a related party to Group, at rates which are competitive to those for supply from Naftogaz.
• (3) Kuoni Attorneys at law Ltd. provided an employee secondment to the Group between December 2009 and June 2010. The recharge was made at cost and amounted to US\$106,000. Other services provided were US\$13,000 (31 December 2009: US\$23,000). Wolfram Kuoni who is a partner in the firm is also an independent non-executive Director of Ferrexpo plc. The services were provided on an arm length basis by other members of Kuoni Attorneys at law Ltd.
• (4) The Group paid US\$3,313,000 to FC Vorskla under a contract entered into on 1 April 2009 and renewed on 10 December 2009 for advertisement, marketing and general PR related services (31 December 2009: US\$2,631,000).
• (5) Selling and distribution services are purchased from TIS Ruda, an associated company as the Group holds an interest of 48.6 per cent. These services relate to port services including port charges, handling costs, agent commissions and storage costs. Services from other related parties are mainly provided by Slavutich Ruda which is under control of Olexander Moroz, a supervisory board member of Ferrexpo Poltava until 14 May 2010. Slavutich Ruda provided logistic management services mainly related to custom clearance services and coordination of rail transit. The total billings amounted to US\$18,294,000 (31 December 2009: US\$11,507,000) and Slavutich Ruda earned commission income of US\$755,000 on these services (31 December 2009: US\$793,000). These purchases were at prevailing market rates.
• (6) Other operating expenses mainly relate to communication services provided by TV & Radio Co amounting to US\$108,000 (31 December 2009: US\$60,000).
• (7) The Group has transactional banking arrangement with Bank Finance & Credit (Bank F&C), which is under common control of Kostyantin Zhevago. Finance income and expenses relate to these transactional banking arrangements. Further information is provided under transactional banking arrangements in this note.

Sale and purchases of property, plant and equipment and investments

	Period ended 31.01.11 Unaudited			Year ended 31.12.10 Unaudited			Year ended 31.12.09 Audited
US\$ 000	Entities under common control	Associated companies	Other related parties	Entities under common control	Associated companies	Other related parties	Entities under common control	Associated companies	Other related parties
Purchase of property, plant and equipment (1)	-	-	-	22,459	-	-	2,200	-	-

Notes:

(1) Between October and December 2010, the Group purchased 300 rail cars from a related party named Trading house Wagonplant LLC in the amount of US\$17,500,000 (31 December 2009: nil). In 2010, drilling programmes have been conducted by OJSC Donbasgeology at the Northern deposit of Ferrexpo Poltava and at Ferrexpo Belanovo amounting to US\$4,959,000 (31 December 2009: nil). On 31 March 2009, the Group acquired a trial filter press from Progress Plant Company, an entity under common control, for US\$2,200,000. All transactions were on arm's length basis and supplied after a competitive tender process.

Outstanding investments/balances with Related Parties for the periods presented

	Period ended 31.01.11 Unaudited			Year ended 31.12.10 Unaudited			Year ended 31.12.09 Audited
US\$ 000	Entities under common control	Associated companies	Other related parties	Entities under common control	Associated companies	Other related parties	Entities under common control	Associated companies	Other related parties
Investments available-for-sale (1) Prepayments to PPE (2)	3,361 407	- -	- -	3,353 182	- -	- -	2,917 -	- -	- -
Loans to associates (3)	-	-	-	-	-	-	-	2,550	-
Total non-current assets	3,768	-	-	3,535	-	-	2,917	2,550	-
Investments available-for-sale (1) Loans (2) Trade and other receivables (4) Prepayments and other	- - 464	- 1,000 222	- - 22	- - 514	- 1,000 203	- - 15	626 - 1,999	- - 93	- - 6
current assets (2) Cash and cash equivalents (5)	219 87,884	31 -	3 -	95 156,807	27 -	1 -	995 2,123	- -	1 -
Total current assets	88,567	1,253	25	157,416	1,230	16	5,742	93	7
Trade and other payables (6)	1,570	-	1,720	1,563	12	1,668	514	-	1,146
Total Current liabilities	1,570	-	1,720	1,563	12	1,668	514	-	1,146

Notes:

• (1) The investments available-for-sale comprised of shareholdings in LLC Atol (9.95 per cent.), OJSC Stahanov (3.14 per cent.) and Vostock Ruda (1.10 per cent.). The majority ownership of these companies is held by the principal shareholder of Ferrexpo plc and OJSC Stahanov is also listed at the Ukrainian stock exchange. The changes of the values in the table above are related to fair value adjustments recorded during the financial year 2010. The shareholdings for all investments remained unchanged during the periods disclosed above. The investment in LLC Atol was subject of an additional impairment of US\$2,124,000 recorded as of 30 June 2010 (31 December 2009: US\$ nil) resulting in a full impairment of this investment. Further information is provided in note 21 of the Annual Report & Accounts 2010.
• (2) Prepayments for drilling programmes on the Northern Deposits in the amount of US\$182,000 have been made to OJSC Donbasgeology in period ended 31 December 2010 (31 December 2009: US\$ nil). The company is controlled by Kostyantin Zhevago.
• (3) Loans were granted to TIS Ruda in 2007 and 2008, which have been partially repaid during the financial year 2009 and 2010. The Group holds an interest of 48.6 per cent. in this Ukrainian company operating a port located on the Black Sea and is an associated company of the Group. The company provides port services to the Group (see above).
• (4) As of 31 December 2010 trade and other receivables included outstanding amounts from Kislorod amounting to US\$311,000, which are mainly related to sales of power, steam and water (31 December 2009: US\$388,000). The outstanding balances as of the end of the prior year included US\$1,169,000 relating to the disposal of shares in Vostock Ruda to Progress Plant Company during the financial year 2008. Both companies are under common control of Kostyantin Zhevago.
• (5) As of 31 December 2010 cash and cash equivalents with Bank FC were US\$156,807,000 (31 December 2009: US\$2,123,000). Further information is provided under transactional banking arrangements below.
• (6) Trade and other payables due to entities under common control amounted to US\$1,013,000 as of 31 December 2010. This related to the concentrate purchased from Vostock Ruda (31 December 2009: US\$ nil) and to compressed air and oxygen purchased from Kislorod of US\$416,000 (31 December 2009: US\$ 368,000). Trade and other payables due to other related parties amounting to US\$1,291,000 as of 31 December 2010 related to purchased material from Ferrolit (31 December 2009: US\$989,000).

Transactional banking arrangements

The Group has transactional banking arrangements with Bank Finance & Credit (Bank F&C) in Ukraine which is under common control of the majority shareholder of Ferrexpo plc. Finance income and finance costs are disclosed in the table above.

The Group entered into a multi-currency revolving loan facility agreement in April 2007 with Bank F&C which expired on 16 April 2010 and has been extended to 16 April 2013 upon the same terms and conditions except for two changes. The maximum facility limit has been increased from UAH50,500,000 to UAH80,000,000 (US\$10,048,000 at the exchange rate as of 31 December 2010) and the interest rates increased for UAH advances from 16 per cent. pa to 18 per cent. pa. The total value of pledges for this loan facility is US\$13,300,000.

Other related party transaction

In August 2009, the Group paid Swiss Withholding Tax of US\$984,000 on behalf of Kostyantin Zhevago on costs incurred for the Initial Public Offering completed in June 2007. This was settled in accordance with terms and conditions entered into at the time of the Initial Public Offering of the Company.

6. Significant change

There has been no significant change in the financial or trading position of the Company since 30 June 2010, being the date to which the Company's most recently published financial statements have been prepared.

7. Consents

J.P. Morgan Cazenove has given and has not withdrawn its written consent to the issue of this document with the inclusion in this document of its name in the form and context in which it appears.

8. Documents available for inspection

Copies of the following documents may be inspected at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD during usual business hours on any weekday (excluding Saturdays, Sundays and public holidays) up to and including 15 March 2011:

• (a) the Memorandum and Articles of Association of the Company;
• (b) the Purchase Agreement;
• (c) the audited consolidated accounts for the Company for the periods ended 31 December 2008 and 31 December 2009;
• (d) the signed service agreement between Mr Zhevago and the Company dated 10 February 2009;
• (e) the consent letter referred to in paragraph 7 above;
• (f) the irrevocable undertaking referred to in paragraph 2(c) above; and
• (g) the Prospectus.

9. Information Incorporated by Reference

The information regarding the Relationship Agreement on page 188 and 189 of the Prospectus and the information regarding related party transactions on pages 98 and 99 of the Accounts has been incorporated into this document by reference and can be viewed by Shareholders at the Company's registered office and has also been lodged with the UK Listing Authority.

Š 25 February 2011

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

Accounts	the Ferrexpo plc audited consolidated accounts for the year ended 31 December 2009
Board	the board of Directors of the Company
CIS	Commonwealth of Independent States
Company or Ferrexpo	Ferrexpo plc, a public company incorporated in England and Wales with limited liability
CREST Manual	the manual, as amended from time to time, produced by Euroclear UK & Ireland Limited describing the CREST system and supplied by Euroclear UK & Ireland Limited to users and participants thereof
CREST Proxy Instruction	the instruction whereby CREST members send a CREST message appointing a proxy for the meeting and instructing the proxy on how to vote
CREST	the system of paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited in accordance with the Uncertificated Securities Regulations 2001 (SI 2001/3755)
Directors	the directors of the Company from time to time
Disclosure and Transparency Rules	the disclosure rules and transparency rules made by the FSA under Part VI of FSMA
Dollars, USD or US\$	the lawful currency of the United States of America
Effective Date	in respect of any agreement, the date on which the agreement has been duly executed by or on behalf of each party to it
Fevamotinico	Fevamotinico Société à responsabilité limitée, a company incorporated in Luxembourg with limited liability
Form of Proxy	the form of proxy for use by the Shareholders in relation to voting at the General Meeting
FSA	The Financial Services Authority
FSMA	the Financial Services and Markets Act 2000 (as amended)
General Meeting	the general meeting of the Company to be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD at 11.00 a.m. on 15 March 2011 convened by the Notice of General Meeting, and at which the Resolution will be proposed
Group	the Company and its subsidiaries
Hryvnia or UAH	the lawful currency of Ukraine
Independent Shareholder	a Shareholder other than Mr Zhevago, Fevamotinico and any of Mr Zhevago's other associates as defined under the Listing Rules

Independent Directors	all of the members of the Board other than Mr Zhevago,
J.P. Morgan Cazenove	J.P. Morgan plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove)
Listing Rules	the listing rules made by the FSA under Part VI of FSMA
London Stock Exchange	London Stock Exchange plc
Mr Zhevago	Kostyantin Zhevago
NBU Rate	the base rate of interest of the National Bank of Ukraine
Notice of General Meeting	the notice of the General Meeting set out at the end of this document
Ordinary Resolution	a resolution passed by a simple majority of the votes of the Shareholders entitled to vote and voting in person or by proxy at the General Meeting
Ordinary Shares	the shares of £0.10 each in the capital of the Company
Percentage Ratio	has the meaning given to it in the Listing Rules
Previous Related Party Transactions	the relevant related party transactions entered into between the Group and associates of Mr Zhevago within the previous 12 months (details of which are set out in Part 3 (Additional Information))
Proposed Transaction	the proposed transaction between FPM and the Supplier pursuant to and on the terms and conditions contained in the Purchase Agreement as more particularly described in Part 1 and Part 2 of this document
Prospectus	the prospectus of the Company dated June 2007
Registered Office	the registered office of the Company, being 2-4 King Street, London SW1Y 6QL
Registrar	Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL
Relationship Agreement	the relationship agreement between Fevamotinico, The Minco Trust, Mr Zhevago and the Company dated 15 June 2007
Resolution	the resolution set out in the Notice of General Meeting
Shareholder	a holder of Ordinary Shares from time to time

NOTICE OF GENERAL MEETING

NOTICE IS GIVEN that a General Meeting of Ferrexpo plc (the Company) will be held at 11.00 a.m. on 15 March 2011 at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

THAT, the proposed transaction (Proposed Transaction) between Open Joint Stock Company Ferrexpo Poltava GOK Corporation and Open Joint Stock Company "Stakhanov Wagon Works" pursuant to and on the terms and conditions contained in the Purchase Agreement as more particularly described in the circular to shareholders of the Company dated 25 February 2011 be and is approved and that all acts, agreements, arrangements and indemnities which the Directors or any committee of such Directors consider necessary or desirable for the purpose of or in connection with the Proposed Transaction be and they are approved.

By order of the Board

David Leonard Company Secretary 25 February 2011

NOTES TO NOTICE OF GENERAL MEETING

• 1. A shareholder is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, speak and vote at the meeting convened by this notice. A shareholder can only appoint a proxy using the procedures set out in these notes and the notes to the Form of Proxy enclosed with this document. A proxy need not be a shareholder of the Company, but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the Form of Proxy are set out in the notes to the Form of Proxy.
• 1. A shareholder may appoint more than one proxy to attend on the same occasion, provided each proxy is appointed to exercise rights attached to different shares. If you wish to do this, each proxy must be appointed on a separate Form of Proxy. Additional Forms of Proxy may be obtained from Equiniti by telephoning 0871 384 2030 (calls to this number cost 8p per minute from a BT landline: other providers' costs may vary) or +44 121 415 7047 from outside the UK. Lines are open 8.30am to 5.30pm, Monday to Friday. Alternatively, you may photocopy the enclosed Form of Proxy the required number of times before completing it. When appointing more than one proxy you must indicate the number of shares in respect of which the proxy is appointed. You may not appoint more than one proxy to exercise rights attached to any one share.
• 1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
• 1. The Form of Proxy is pre-paid and addressed. It should be sent, in accordance with its instructions, so as to be received by the Company's Registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL by no later than 11.00 a.m. on 13 March 2011. Alternatively members can appoint proxies electronically by logging on to the website www.sharevote.co.uk. You will need your unique voting reference numbers (the Voting ID, Task ID and Shareholder Reference Number shown on your Form of Proxy). For an electronic proxy appointment to be valid, the appointment must be received by no later than 11.00 a.m. on 13 March 2011.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting to be held on 15 March 2011 and any adjournment(s) of such meeting by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance with Euroclear specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where

applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The CREST Manual can be viewed at www.euroclear.com/CREST.

• 1. The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. A Form of Proxy must be executed by or on behalf of the shareholder making the appointment. A corporation may execute a Form of Proxy either under its common seal or under the hand of a duly authorised officer.
• 1. Shareholders who return a Form of Proxy will still be able to attend the meeting and vote in person if they so wish. If you have appointed a proxy and attend the meeting in person, your proxy appointment will be automatically terminated.
• 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company gives notice that the time by which a person must be entered on the register of members in order to attend or vote at the meeting or adjourned meeting (and for calculating the number of votes such a person may cast) is 6.00 p.m. on the date which is two days before the meeting or adjourned meeting. Changes to entries on the register of securities after the relevant time will be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the meeting or adjourned meeting.
• 1. To change your proxy instructions, simply submit a new proxy appointment using the methods set out in notes 2 to 6 above. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL. If you submit more than one valid proxy appointment, the appointment last received before the latest time for the receipt of proxies will take precedence.
• 1. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. No other methods of communication will be accepted. In particular you may not use any electronic address provided either in this Notice of General Meeting or in any related documents (including the Chairman's letter and the form of proxy).

The revocation notice must be received by Equiniti no later than 11.00 a.m. on 13 March 2011.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the immediately following paragraph, your proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

1. Any person to whom this notice is sent who is a nominated person under section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may have a right under an agreement between him and the member by whom he was nominated, to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such right or does not wish to exercise it he may have a right under such an agreement, to give instructions to the member, as to the exercise of voting rights.

2. 1. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the General Meeting. In accordance with the provisions of the Companies Act 2006 (as amended by the Companies (Shareholders' Rights) Regulations 2009), each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is therefore no longer necessary to nominate a designated corporate representative.
3. 1. The quorum for the meeting will be two persons entitled to vote upon the business to be transacted, each being a shareholder or a proxy for a shareholder or a duly authorised representative of a corporation which is a shareholder.
4. 1. On 24 February 2011 (being the latest practicable date before publication of this notice) the Company's issued share capital comprised 613,967,956 ordinary shares of 10 pence each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 24 February 2011 is 613,967,956.
5. 1. Except as provided above, members who wish to communicate with the Company in relation to the General Meeting should do so using the following means: (1) by writing to the Company Secretary at the Registered Office address; or (2) by writing to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL. No other methods of communication will be accepted. In particular you may not use any electronic address provided either in this notice or in any related documents (including the Chairman's letter and the Proxy Form).
6. 1. The Purchase Agreement is available for inspection during normal business hours (Saturdays, Sundays and public holidays excepted) at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD. These documents will also be available for inspection on the morning of the General Meeting at the meeting venue from 9.00 a.m. until its conclusion.
7. 1. In accordance with section 311A of the Companies Act 2006, the contents of this notice of meeting, details of the total number of shares in respect of which members are entitled to exercise voting rights at the General Meeting and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this notice will be available on the Company's website: ( www.Ferrexpo.com ).

Pursuant to section 319A of the Companies Act 2006, the Company must cause to be answered at the General Meeting any question relating to the business being dealt with at the General Meeting which is put by a member attending the meeting, except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered or if to do so would involve the disclosure of confidential information.

SHAREHOLDER INFORMATION

Venue for general Meeting

Shareholders may obtain directions to the venue by logging on to www.allenovery.com.

Security

Persons who are not shareholders of the Company will not be admitted to the General Meeting unless prior arrangements have been made with the Company. Investors holding ordinary shares through nominees are welcome to attend provided that they bring proof of their holding with them to the General Meeting.

We ask all those present at the General Meeting to facilitate the orderly conduct of the meeting and reserve the right, if orderly conduct is threatened by a person's behaviour, to require that person to leave.

Shareholders should note that the doors to the General Meeting will open at 10.00 a.m..

Shareholder Enquiries

The Company's ordinary share register is maintained by:

Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA

Telephone: 0871 384 2030 (calls to this number cost 8p per minute from a BT landline: other providers' costs may vary) or +44 121 415 7047 from outside the UK. Lines are open 8.30am to 5.30pm, Monday to Friday. Email: www.equiniti.com

Enquiries about the administration of holdings of ordinary shares, such as change of address, change of ownership or dividend payments, should be directed to Equiniti at the address and telephone number above.