Ferrexpo PLC — AGM Information 2015

Apr 7, 2015

s u p p ly i n g t h e w o r l d w i t h i r o n o r e p e l l e t s for over 35 YE A RS

FERREXPO PLC NOTICE OF ANNUAL GENERAL MEETING 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are recommended to seek advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or transferred all of your shares in Ferrexpo plc, please send this document and accompanying Form of Proxy at once either to the purchaser or transferee, or to the person who arranged the sale or transfer, so that they can pass these documents to the person who now holds the shares.

Letter from the Chairman

Ferrexpo plc Registered in England and Wales Company number: 5432915

Registered office: 2-4 King Street London SW1Y 6QL

7 April 2015

To the holders of Ferrexpo plc ordinary shares

Dear Shareholder,

On behalf of the Board of Directors (the 'Board') of Ferrexpo plc (the 'Company') I am delighted to invite you to the eighth annual general meeting of the Company (the 'Annual General Meeting'). The Annual General Meeting will be held at 11.00am on Thursday 21 May 2015 at The Dorchester, Park Lane, London W1K 1QA.

The Annual General Meeting enables the Company's shareholders to communicate with their Board and I hope that you will make use of this opportunity.

Resolutions and explanatory notes

The formal notice of Annual General Meeting (the 'Notice') is attached to this letter. The Notice contains the resolutions to be proposed at this year's Annual General Meeting. Explanatory notes on the resolutions appear on pages 5 to 8 of this document.

Action to be taken

If you are not able to attend the meeting in person, your vote is still important and I would ask you to complete, sign and return the enclosed Form of Proxy to register your vote. This will not prevent you from attending and voting in person at the meeting.

As an alternative to completing and returning the printed Form of Proxy, you may submit your proxy electronically by logging on to the website www.sharevote.co.uk. You will need your unique voting reference numbers shown on your Form of Proxy (the Voting ID, Task ID and Shareholder Reference Number).

CREST members may also choose to use the CREST voting service in accordance with the procedures set out in the notes on pages 9 and 11.

The deadline for the receipt of proxy appointments is 11.00am on Tuesday 19 May 2015.

Directors' recommendation

The Board considers that the resolutions described in the Notice are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The Directors recommend shareholders to vote in favour of each of the above resolutions, as they intend to do in respect of their own shareholdings.

I look forward to meeting you on 21 May 2015.

Yours sincerely,

Michael Abrahams CBE DL Chairman

Notice of Annual General Meeting

The eighth Annual General Meeting of Ferrexpo plc (the 'Company') will be held at 11.00am on Thursday 21 May 2015 at The Dorchester, Park Lane, London W1K 1QA to transact the following business:

ORDINARY BUSINESS

To consider and, if thought fit, pass resolutions 1 to 13 as ordinary resolutions.

Reports and Accounts

1. To receive the audited accounts and the reports of the Directors and auditors for the year ended 31 December 2014.

Remuneration Report

1. To approve the Directors' Remuneration Report, other than the part containing the Directors' remuneration policy, in the form set out in the Company's annual report and accounts for the year ended 31 December 2014.

Dividend

1. To declare a final dividend of 3.3 US cents per ordinary share for the year ended 31 December 2014.

Auditors

• 1. To reappoint Ernst & Young LLP as the Company's auditors to hold office until the conclusion of the next general meeting at which the annual accounts and report are to be laid before the Company.
• 1. To authorise the Audit Committee of the Board to determine the auditors' remuneration.

Directors

• 1. To elect Mr Bert Nacken as a Director of the Company.
• 1. To re-elect Mr Michael Abrahams as a Director of the Company.
• 1. To re-elect Mr Oliver Baring as a Director of the Company.
• 1. To re-elect Mr Wolfram Kuoni as a Director of the Company.
• 1. To re-elect Mr Christopher Mawe as a Director of the Company.
• 1. To re-elect Mr Ihor Mitiukov as a Director of the Company.
• 1. To re-elect Mr Miklos Salamon as a Director of the Company.
• 1. To re-elect Mr Kostyantin Zhevago as a Director of the Company.

SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolutions of which resolution 14 will be proposed as an ordinary resolution and resolutions 15, 16 and 17 will be proposed as special resolutions.

Directors' authority to allot shares

1. To consider and, if thought fit, pass the following as an ordinary resolution:

That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the '2006 Act') to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights") up to an aggregate nominal amount of £19,620,804, such authority to expire at the end of the next Annual General Meeting after the passing of this resolution or on 1 July 2016, whichever is the earlier, but so that before this authority expires the Company may make offers and enter into agreements which would, or might, require shares to be allotted or Rights to be granted after the authority expires, and the Directors may allot shares or grant Rights in pursuance of such offers or agreements as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.

Notice of Annual General Meeting continued

General power to disapply pre-emption rights

1. To consider and, if thought fit, pass the following as a special resolution:

That the Directors be and they are hereby empowered pursuant to section 570 and section 573 of the 2006 Act: (a) subject to the passing of Resolution 14, to allot equity securities (as defined by section 560 of the 2006 Act) for cash under the authority given by that resolution; and (b) to allot equity securities (as defined in section 560(3) of the 2006 Act) for cash; in each case free of the restriction in section 561(1) of the 2006 Act, such power to be limited:

• (i) to the allotment of equity securities in connection with an offer of equity securities to ordinary shareholders in proportion (as nearly may be practicable) to their existing holdings, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
• (ii) to the allotment of equity securities pursuant to the authority granted under Resolution 14 above and/or by virtue of section 560(3) of the 2006 Act, (in each case otherwise than under paragraph (i) above) up to an aggregate nominal amount of £3,069,839;

such power to expire at the end of the next Annual General Meeting after the passing of this resolution or on 1 July 2016, whichever is the earlier but so that the Company may, before this power expires, make offers and enter into agreements which would, or might, require equity securities to be allotted after it expires, and the Directors may allot equity securities in pursuance of such offers or agreements as if this power had not expired.

Authority to purchase own shares

1. To consider and, if thought fit, pass the following as a special resolution:

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 58,862,414;
• (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 market value 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 purchased or (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 end of the next Annual General Meeting after the passing of this resolution or on 1 July 2016, whichever is the earlier, 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).

Notice of general meetings

1. To consider and, if thought fit, pass the following as a special resolution:

That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

By order of the Board

David Leonard

Company Secretary 7 April 2015

Explanatory notes to the resolutions

ORDINARY BUSINESS

Resolutions 1 to 13 will be proposed as ordinary resolutions and will be passed if more than 50% of shareholders' votes cast are in favour.

Resolution 1: To receive the 2014 Report and Accounts

The directors of the Company (the 'Directors') must present their Annual Report and Accounts of the Company for the year ended 31 December 2014 (the 'Annual Report') to shareholders for formal adoption at the Annual General Meeting.

Resolution 2 – Directors' Remuneration Report

The Directors' Remuneration Report is set out in the Annual Report on pages 50 to 65. In accordance with the provisions of the 2006 Act the Directors' Remuneration Report in the Annual Report contains:

• • a statement by the Chairman of the Remuneration Committee;
• • the Directors' remuneration policy in relation to future payments to the directors and former directors (Part A of the report); and
• • the Annual Report on remuneration, which sets out payments made in the financial year ending 31 December 2014 (Part B of the report).

The statement by the Remuneration Committee Chairman and the Annual Report on remuneration will, as in the past, be put to an annual advisory shareholder vote by ordinary resolution. The policy section of the Report, which sets out the Company's forward looking policy on Directors' remuneration (including the approach to payments to Directors for loss of office), is subject to a binding shareholder vote by ordinary resolution at least once every three years. The policy section was approved by the shareholders at the annual general meeting in 2014 and, as no change to the policy is proposed, it will not be put to a vote in 2015. The 2006 Act requires the Company to put the policy to shareholders for approval again no later than 31 December 2017.

Accordingly, Resolution 2 is the ordinary resolution to approve the Directors' Remuneration Report, other than the part containing the Directors' remuneration policy. Resolution 2 is an advisory resolution and does not affect the actual remuneration paid to any Director.

Resolution 3: To declare a final dividend

The Directors recommend a final dividend of 3.3 US cents per Ordinary Share for the year ended 31 December 2014, for payment on Friday 29 May 2015 to shareholders who were on the register of shareholders at the close of business on Friday 1 May 2015. If approved, the dividend will be paid to shareholders in UK pounds sterling. Shareholders wishing to receive their dividend in US dollars should refer to the dividend payment information on page 9 of this document.

Resolutions 4 and 5: To reappoint the auditors and authorise the Audit Committee of the Board to determine their remuneration

The Company is required to appoint auditors at each general meeting at which the annual accounts and report are to be laid before the Company, to hold office until the conclusion of the next such meeting. The Audit Committee has reviewed the effectiveness, independence and objectivity of the external auditors, Ernst & Young LLP, on behalf of the Board which now proposes their reappointment as auditors of the Company. Resolution 5 also authorises the Audit Committee of the Board, in accordance with standard practice, to negotiate and agree the remuneration of the auditors.

Resolutions 6 to 13: To elect and re-elect the Directors

In accordance with the recommendations of the UK Corporate Governance Code (the 'Code') and in keeping with the Board's aim of following best corporate governance practice, each of the eight Directors will retire and seek election or re-election at the Annual General Meeting. Bert Nacken was appointed to the Board as an independent non-executive Director in August 2014. Directors' biographies appear on pages 38 and 39 of the Annual Report and are summarised at the end of these explanatory notes on page 7. The performance of the Directors has been formally evaluated and the Board believes that each Director continues to be effective and to demonstrate commitment to his role.

Election and re-election of Independent Directors

The Directors whom the Board has determined are independent Directors for the purpose of the Code are Oliver Baring, Wolfram Kuoni, Ihor Mitiukov, and Bert Nacken. (Michael Abrahams, as Chairman of the Board, is not subject to the independence test under the Code.)

Because Kostyantin Zhevago is a controlling shareholder of the Company (i.e. he is a shareholder who controls more than 30% of the votes at a General Meeting of the Company), under rule 13.8.17 of the UK Listing Rules this Notice is required to state certain information concerning any independent Director proposed for election or re-election, and under rule 9.2.2E such election or re-election must be approved by a majority vote of both: the independent shareholders (i.e. shareholders of the Company who are entitled to vote on the election of Directors and who are not controlling shareholders); and the shareholders as a whole.

In order to determine this, the Company will arrange for the number of votes cast by the independent shareholders to be counted separately, and will announce the results of the voting on both bases. If a majority vote is not achieved on both bases, the Company may under the Listing Rules put the matter to a second vote, this time a single vote of the shareholders as a whole at the meeting, to be held between 90 and 120 days after the Annual General Meeting. Pending the second vote, the relevant Director or Directors will be deemed to have been re-elected only for the period

Explanatory notes to the resolutions continued

from the date of the Annual General Meeting until the earlier of (a) the conclusion of any second vote, (b) the date 120 days after the Annual General Meeting and (c) the date of any announcement by the Board that it does not intend to hold a second vote. If the independent Director's re-election is approved by a majority vote of all shareholders at the second general meeting, the Director will then be re-elected until the next Annual General Meeting.

The Listing Rule requirements for companies with a controlling shareholder also require (in LR 13.8.17) additional disclosures about the independent directors' relationships, independence, effectiveness and appointments. This information is set out below.

• • Relationships and Transactions: The Company has received confirmation from each of the independent Directors that, except as disclosed below, there are no existing or previous relationships, transactions or arrangements between any of the independent Directors and the Company, its Directors, the controlling shareholder or any associate of that shareholder.
• i. Wolfram Kuoni: Between 2009 and 2013 Ferrexpo purchased legal services totalling US\$238 thousand from Kuoni Attorneys at Law Ltd (the Swiss law firm of which Mr Kuoni is head). The great majority of these services were not provided by Wolfram Kuoni directly, and all of them were provided on an arm's length basis and have been fully disclosed in Ferrexpo's financial statements for the relevant years. Kuoni Attorneys at Law has not provided legal services to Ferrexpo since 2013. Mr Kuoni is also a non-Executive Director of the Company's wholly owned subsidiary, Ferrexpo AG.
• ii. Bert Nacken: Between 1997 and 2006 Miklos Salamon (who is now a Director of Ferrexpo) was a director of Billiton plc and subsequently BHP Billiton plc, of which Mr Nacken was an employee.
• The Board has taken the above transactions and relationships into account when considering Mr Kuoni's and Mr Nacken's independence. • Effectiveness of independent Directors: the background and experience of each of the independent Directors are set out in the biographical information on pages 38 and 39 of the 2014 Annual Report and Accounts (the 'Annual Report'). Page 43 of the Annual Report mentions the conclusion of the 2014 Board performance evaluation process, which was that the Board and each of the Directors continued to function effectively during the year. The Board believes that each independent Director shows the proper commitment to his role and makes
• an effective contribution, drawing on his own expertise and experience. • Independence of independent Directors: as disclosed on page 42 of the Annual Report, the Board has carefully considered the guidance criteria on the independence of Directors given in the Code, and believes that each of the independent Directors remains independent in
• character and judgement, and that there are no relationships or circumstances that are likely to affect, or appear to affect, his judgement. • Selection of independent Directors: as disclosed in the Nominations Committee Report on page 46 of the Annual Report, the Board uses executive search consultants in the search for new independent Directors. After consulting the Nominations Committee about the skills and experience required, the consultants draw up a long list of candidates from which a short list is invited for interview by the Committee. The preferred candidate is subsequently interviewed by each member of the Board before being appointed. The search consultants used in relation to the appointment of Bert Nacken (appointed August 2014) were Spencer Stuart. Wolfram Kuoni (appointed June 2007) was appointed following an introduction by a professional firm in Zurich; Ihor Mitiukov (appointed June 2007) was appointed after making enquiries in Ukraine about a suitable person to sit on the Board of a British listed company; and Oliver Baring (appointed December 2007) was already known to other members of the Board for his long experience in mining finance.

SPECIAL BUSINESS

As well as the ordinary business of the meeting outlined above, a number of special matters will be dealt with at the Annual General Meeting. Resolution 14 will be proposed as an ordinary resolution and will be passed if more than 50% of shareholders' votes cast are in favour. Resolutions 15, 16 and 17 will be proposed as special resolutions. For these resolutions to be passed, at least 75% of shareholders' votes cast must be in favour.

Resolution 14: Directors' authority to allot shares

At the 2014 Annual General Meeting held on 22 May 2014 the Directors were given authority to allot shares in the Company, and Resolution 14 seeks to renew this authority for a period until the date of the next annual general meeting or, if earlier, 1 July 2016.

This resolution would give the Directors authority to allot ordinary shares, and grant rights to subscribe for or convert any security into shares in the Company, up to an aggregate nominal value of £19,620,804. This amount represents approximately one-third (33.33%) of the issued ordinary share capital of the Company, exclusive of treasury shares, as at 13 March 2015, the last practicable date prior to the publication of this document.

The Directors have no present intention to allot new shares other than in connection with employee share and incentive plans. As at the date of this Notice, 25,343,814 ordinary shares are held by the Company as treasury shares representing 4.1% of the total issued share capital.

Resolution 15: Disapplication of pre-emption rights

If directors of a company wish to allot shares in the Company, or to sell treasury shares, for cash (other than in connection with an employee share scheme) the Companies Act 2006 requires that these shares are offered first to shareholders in proportion to their existing holdings.

The purpose of Resolution 15 is to authorise the Directors to allot ordinary shares in the Company, or sell treasury shares, for cash (i) in connection with a rights issue; and, otherwise, (ii) up to a nominal value of £3,069,839, equivalent to 5% of the total issued ordinary share capital of the Company as at 13 March 2015 without the shares first being offered to existing shareholders in proportion to their existing holdings.

The Directors do not intend to issue more than 7.5% of the total issued ordinary share capital of the Company for cash on a non-pre-emptive basis within any rolling three-year period without prior consultation with shareholder groups.

Resolution 16: Authority to purchase own shares

Under the Companies Act 2006, the Company requires authorisation from shareholders if it wishes to purchase its own shares.

Resolution 16 seeks to renew the existing authority given at the 2014 annual general meeting. The resolution specifies the maximum number of shares that may be purchased (approximately 10%. of the Company's issued share capital excluding treasury shares) and the highest and lowest prices at which they may be bought.

Under the 2006 Act, the Company can hold the shares which have been repurchased as treasury shares and either resell them for cash, cancel them, either immediately or at a point in the future, or use them for the purposes of its employee shares schemes. The Directors believe that it is desirable for the Company to have this choice and therefore expect that, should Resolution 16 be passed, they would hold any shares purchased pursuant to this authority as treasury shares. Holding the repurchased shares as treasury shares will give the Company the ability to re-sell or transfer them in the future, and so provide the Company with additional flexibility in the management of its capital base. However, in order to respond properly to the Company's capital requirements and prevailing market conditions, the Directors will need to reassess at the time of any actual purchase whether to hold the shares in treasury or cancel them.

The Directors have no present intention of exercising this authority. The Directors intend to keep under review the Company's potential to buy back its shares, taking into account the financial resources of the Company, the Company's share price and other investment and funding opportunities. The authority will only be used if, in the opinion of the Directors, this will result in an increase in earnings per share and is otherwise in the best interests of shareholders generally.

No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares.

As at the latest practicable date prior to publication of this Notice there were no outstanding options to subscribe for Ordinary Shares.

Resolution 17: Notice of General Meetings

The minimum notice period required by the 2006 Act for general meetings of listed companies is 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 days. Annual general meetings must always be held on at least 21 days' notice. At our last annual general meeting, shareholders authorised the calling of general meetings (other than annual general meetings) on a minimum of 14 days' notice, and it is proposed that this authority be renewed. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. The Company will also need to meet the requirement to provide electronic voting for shareholders in order to be able to call a general meeting on less than 21 days' notice. The flexibility afforded by this resolution will be used where, taking the circumstances into account, the Directors consider this to be appropriate in relation to the business to be considered at the meeting and in the interests of the Company and shareholders as a whole.

Directors – background and experience and committee membership

(A=Audit Committee, C=CSR Committee, I=Independent Directors' Committee, N=Nominations Committee, R=Remuneration Committee)

Bert Nacken, Independent Non-executive Director (I, R)

Bert Nacken is a mining engineer with experience of worldwide mining operations acquired over a 34-year career with BHP Billiton and Billiton International Metals, including:

• • COO, Western Australian Iron Ore, 2009 2011
• • Vice-president, Resources and Business Optimisation, 2007 2009
• • President, Minera Escondida (copper), Chile, 2004 2007
• • President and COO, American nickel operations and Colombia Country Manager, 2002 2004
• • President, Cerro Matoso (ferro-nickel), Colombia, 1997 2001
• • Posts in Shell/Billiton Research BV in the Netherlands, the USA and Indonesia, 1976 1997
• • PhD in Chemistry, University of Aachen, Germany 1976

Michael Abrahams CBE DL, Non-executive Chairman (C, I, N)

Michael Abrahams has long and varied experience as a chairman and director of quoted and unquoted companies since 1968.

• • Chairman of the Prudential Staff Pension Scheme since 1991
• • Chairman, The London Clinic,1996 2012
• • Chairman, KCOM Group plc, 1999 2009
• • Deputy Chairman, Prudential plc, 1990 2000

Explanatory notes to the resolutions continued

Oliver Baring, Senior Independent Non-executive Director (A, I, N, R)

• Oliver Baring is a well-respected member of the investment community with particular expertise in mining.
• • Non-executive Chairman, Sumin Resources Limited, since 2014
• • Non-executive Chairman, First Africa Holdings Ltd, since 2000
• • Member of Advisory Council, Sentient Resources Fund, since 2000
• • Non-executive Director, BlackRock World Mining Trust plc, 2005 2014
• • Chairman, Mwana Africa plc, 2005 2013
• • Until 2010 at UBS Warburg: latterly as head of the International Mining Group (with responsibility for Africa and Europe), and previously as head of the mining equity sales team with responsibility for its coverage and sales activities; a partner in Rowe and Pitman before its merger with SG Warburg.

Wolfram Kuoni, Independent Non-executive Director (A, I, N, R)

Wolfram Kuoni is the head of a Swiss law firm and has wide-ranging experience originally in the banking sector.

• • Senior Partner, Kuoni Attorneys-at-Law, since 2005
• • Various positions and assignments within UBS Investment Banking (Zurich and New York), 2000 2005, including: head of the European export and project finance team – originating and structuring cross-border acquisitions and equity capital markets transactions
• • Member of the Zurich Bar Doctor of Law (Zurich) MBA (INSEAD)

Christopher Mawe, FCA, Chief Financial Director

Chris Mawe has substantial experience gained in senior financial roles in the mining industry in the UK and continental Europe, together with operational and managerial experience in the engineering industry.

• • Finance director, UK Coal plc, 2004 2007
• • Finance director, Carclo plc, 1999 2004
• • Finance director of various large subsidiaries of IMI plc, 1992 1999
• • Chartered Accountant, Coopers & Lybrand, 1991
• • First-class honours degree in Engineering, 1987

Ihor Mitiukov, Independent Non-executive Director (A, I, N, R)

Since Ukraine became independent, Ihor Mitiukov has occupied many senior positions in finance and government that give him unrivalled breadth of experience.

• • Senior adviser and head of country for Ukraine, Morgan Stanley, since 2008
• • General Director, the Ukrainian Financial Policy Institute, since 2002
• • Ambassador of Ukraine to the United Kingdom, 2002 2005
• • Minister of Finance, Ukraine, 1997 2001
• • Special Representative (with Vice-Prime Minister credentials) to the European Union, 1995 1997
• • Vice-Prime Minister of Ukraine for Banking and Finance, 1994 1995
• • Deputy Governor, National Bank of Ukraine, 1994
• • PhD in Economics from the Institute of Economy, Academy of Sciences, Ukraine, 1985

Miklos Salamon, Non-executive Director

With a career spanning more than 30 years, including at a senior level with BHP Billiton, Mike Salamon has extensive knowledge of the mining and extractive industries.

• • Non-executive director, Gem Diamonds (current)
• • Non-executive director, Central Rand Gold, 2007 2014
• • Non-executive director, Minera Las Ceniza, 2011 2013
• • Executive chairman, New World Resources plc, 2007 2012
• • Managing director, AMCI Capital, 2007 2012
• • Executive director, BHP Billiton, 2003 2006
• • Chairman of Operating Committee, BHP Billiton, 2001 2006
• • Executive director, Billiton plc, 1997 2001
• • Previous experience in the coal industry with Gencor Ltd, Shell Group and Anglo American
• • MBA, London Business School, 1981
• • Degree in Mining Engineering, University of the Witwatersrand, 1975

Kostyantin Zhevago, Chief Executive Officer (C, N)

Kostyantin Zhevago has substantial management and investment experience gained over a 25-year business career in Ukraine.

• • Non-executive director, New World Resources plc, 2008 2014
• • Member of Parliament, Ukraine, since 1998
• • Chairman of the management board and deputy chairman of the supervisory board, Bank Finance & Credit, Ukraine, 1996 2000
• • Degree in International Economics from the Kiev National Economic University, Kiev, 1996

Notes to the Notice of AGM

Dividend

• 1. The Directors are proposing a dividend payment of 3.3 US cents per Ordinary Share, payable on Friday 29 May 2015 to shareholders on the register of members as at Friday 1 May 2015. The dividend will be paid in UK pounds sterling. Shareholders may elect to receive the dividend in US dollars if they wish. Shareholders wishing to receive their dividends in US dollars should use a Currency Election Form which is obtainable from the Company's registrar, Equiniti on 0871 384 2030. Calls to this number are charged at 8p per minute plus network extras. For shareholders calling from overseas, Equiniti's helpline number is +44 121 415 7047. The Currency Election Form should be completed and returned to Equiniti by 1 May 2015.
• 1. Equiniti can also arrange for your dividend to be paid directly into a UK bank account. If you wish to take advantage of this facility you should contact Equiniti (see note 1 above) and obtain a Dividend Mandate Form, which should be completed and returned to Equiniti by Friday 1 May 2015. This arrangement is only available in respect of dividends paid in UK pounds sterling.
• 1. Ferrexpo plc is, for tax purposes, a Swiss resident company. As such, any dividend payment which the Company makes will be taxed in Switzerland at the current Swiss federal withholding tax rate of 35% (the 'Withholding Tax'). The Withholding Tax must be withheld by the Company from the gross distribution and paid directly to the Swiss Federal Tax Administration. A full or partial refund of Withholding Tax may be available in certain circumstances, depending on your place of residence, ownership, related refund applications and evidence. Further information is available on the Company's website at www.ferrexpo.com or an information leaflet may be requested from the Company Secretary at the Company's registered office address. Any information provided does not purport to be a comprehensive analysis of the relevant tax issues. If you are in any doubt about your taxation position, or you are resident other than in the United Kingdom, Switzerland or the United States, you should consult an appropriate professional adviser.

Proxies

• 1. A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, speak and vote at the Annual General Meeting on his behalf. A proxy need not be a shareholder of the Company but must attend the Annual General Meeting to represent you. Your proxy could be the Chairman, another Director of the Company or another person who has agreed to represent you. Your proxy must vote as you instruct and must attend the Annual General Meeting for your vote to be counted. If you wish to appoint a proxy you should complete the Form of Proxy enclosed with this letter and return it to Equiniti in the enclosed pre-paid envelope to be received no later than 11.00am on Tuesday 19 May 2015. 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 11.00am on Tuesday 19 May 2015. CREST members should use the instructions for electronic proxy appointment through CREST set out below.
• 1. A Shareholder may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by them. If you wish to appoint more than one proxy, each proxy must be appointed on a separate Form of Proxy. Additional Forms of Proxy may be obtained from Equiniti (see note 1 above). Alternatively, you may photocopy the enclosed form 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.
• 1. Appointment of a proxy does not preclude you from attending and voting in person.
• 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 shareholders (the first named being the most senior).
• 1. To change your proxy instructions you may simply submit a new Form of Proxy. To obtain a new Form of Proxy, please contact Equiniti (see note 1 above). The deadline for receipt of proxy appointments also applies in relation to amended instructions. Where two or more valid separate appointments of proxy are received in respect of the same shares, the one which is last validly received shall be treated as replacing and revoking the others. You must inform Equiniti in writing of any termination of the authority of a proxy.

Right to attend and vote at the Annual General Meeting

1. Shareholders must be entered in the register of shareholders of the Company no later than 6.00pm on Tuesday 19 May 2015 (or, if the Annual General Meeting is adjourned, 6.00pm on the date which is two days prior to the adjourned meeting) in order to have the right to attend or vote (whether in person or by proxy) at the Annual General Meeting. Changes to entries on the register after that time will be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting or adjourned meeting.

Documents on display

1. Copies of the Executive Directors' service contracts and the Non-executive Directors' terms of appointment will be available for inspection at the Company's registered office during normal business hours from the date of this notice, and on the morning of the Annual General Meeting at the meeting venue from 10.30am until the conclusion of the meeting.

Notes to the Notice of AGM continued

Nominated Persons

1. Any person to whom this notice is sent who is a nominated person under section 146 of the 2006 Act to enjoy information rights (a 'Nominated Person') may have a right under an agreement between him/her and the shareholder by whom he/she 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/she may have a right under such an agreement to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders set out in paragraphs 4, 5 and 17 does not apply to Nominated Persons: the rights described in those paragraphs can only be exercised by registered shareholders of the Company. Nominated Persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.

Corporate Shareholders

1. Corporate shareholders may authorise a person or persons to act as representative(s) to attend, speak and vote on their behalf at the Annual General Meeting by submitting a corporate representation letter. To assist with the registration process, a corporate representation letter should be presented to the Company's registrar, Equiniti, for validation not later than 10.30am on Thursday 21 May 2015. More than one corporate representative may be appointed by a corporate shareholder, provided that each corporate representative has been appointed under a valid letter of representation. In accordance with the provisions of the 2006 Act, all such corporate representatives may exercise (on behalf of the Corporate shareholder) 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 as another representative of the same corporation.

Questions at the Annual General Meeting

1. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Members' resolutions and other matters

1. Under sections 338 and section 338A of the 2006 Act, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authenticated by the person or persons making it, must be received by the Company not later than 8 April 2015, being the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

Website publication of request made by members in respect of audit or auditors

1. Shareholders satisfying the thresholds in section 527 of the 2006 Act can require the Company to publish a statement on its website setting out any matter relating to (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; or (b) any circumstances connected with the auditor of the Company ceasing to hold office since the last Annual General Meeting that the members propose to raise at the meeting. The Company may not require the members requesting the publication to pay its expenses. Any such statement placed on the website must also be sent to the Company's auditors no later than the time at which it is placed on the website. The business to be dealt with at the AGM will include any such statement that the Company has been required to publish on its website.

Total number of shares and voting rights

1. As at 13 March 2015 (being the latest practicable date prior to publication of this notice) 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 at this date was 588,624,142.

Instructions for electronic proxy appointment through CREST

1. If you are a CREST member and want to appoint a proxy using the CREST electronic appointment service, you can do so using the procedures described in the CREST Manual subject to the Company's Articles of Association. If you are a CREST member, a CREST sponsored member or a CREST member that has appointed a voting service provider you should request the sponsor or voting service provider to take the appropriate action on your behalf.

2. 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST proxy instruction') must be properly authenticated in accordance with Euroclear UK and Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST manual which can be viewed at www.euroclear.com. 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 Equiniti Limited (ID: RA19) no later than 48 hours before the time at which the meeting is due to begin. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which our Registrars will be able to retrieve the message by enquiry to CREST in the manner prescribed in CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
3. 1. Euroclear UK and Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations therefore apply in relation to the input of CREST proxy instructions. CREST members (or appointee members) are responsible for taking (or arranging for their CREST sponsor or voting service provider to take) any necessary action to ensure that a message is transmitted by means of the CREST system by any particular time. CREST members and CREST sponsors and voting service providers are referred to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
4. 1. The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Communication

1. Except as provided above, shareholders who wish to communicate with the Company in relation to the Annual General Meeting should do so using the following means: i) by writing to the Company Secretary at the registered office address; or ii) by writing to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. No other methods of communication will be accepted. In particular you may not use any electronic address provided either in this circular or in any related documents.

Information available on the Company's website

1. A copy of this notice and other information required by section 311A of the 2006 Act, can be found on the Company's website www.ferrexpo.com.

Shareholder Information

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 Lines are open 8.30am to 5.30pm, Monday to Friday.

(Calls to this number are charged at 8p per minute plus network extras. For shareholders calling from overseas, Equiniti's helpline number is +44 121 415 7047.)

Email: www.equiniti.com

Shareholder enquiries, such as change of address, change of ownership or dividend payments, should be directed to Equiniti at the address and telephone number above.

Financial calendar

Final dividend record date 1 May 2015 Annual General Meeting 21 May 2015 Final dividend payment date 29 May 2015 Half yearly results announced August 2015 Interim dividend payable September 2015 Financial year end 31 December 2015

Ferrexpo plc – Annual General Meeting

Thursday 21 May 2015 at 11.00am.

Shareholders should note that the doors to the Annual General Meeting will open at 10.30am.

Address:

The Dorchester Park Lane London W1K 1QA

Telephone: +44 207 629 8888

How to get there

By London Underground

Nearest Underground stations: Hyde Park Corner, Green Park or Marble Arch.

Security

Please note that, for security reasons, all hand luggage may be subject to examination prior to entry to the Annual General Meeting. Certain items will not be permitted in the meeting room. These include cameras, recording equipment, items of any nature with potential to cause disorder and such other items as the Chairman of the meeting may specify.

Persons who are not Shareholders of the Company will not be admitted to the Annual General Meeting unless prior arrangements have been made with the Company.

We ask all those present at the Annual 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.

ferrexpo . com

F errexpo plc 2–4 K ing S treet L ondon SW1Y 6QL

+44 (0)20 7389 8300