Ferrexpo PLC — AGM Information 2016

Aug 15, 2016

FERREXPO PLC NOTICE OF GENERAL MEETING 12 SEPTEMBER 2016

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: 55 St James's Street London SW1A 1LA

12 August 2016

To the holders of Ferrexpo plc Ordinary Shares

Dear Shareholder,

At the Annual General Meeting of the Company held on 19 May 2016, five of the Independent Directors (Oliver Baring, Wolfram Kuoni, Ihor Mitiukov, Bert Nacken and Mary Reilly) did not receive the requisite votes required for re-appointment by independent shareholders.

As stated in the Company's Annual General Meeting Notice dated 12 April 2016 and under Listing Rule 9.2.2.F, when resolutions to re-elect Independent Directors have not been passed by both a majority of 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 a majority of all shareholders (including the controlling shareholders), the Company may put the matter to a second vote of all shareholders, to be held between 90 and 120 days after the Annual General Meeting. Pending the second vote, the relevant Directors are deemed to have been re-elected to the Board of Ferrexpo for the period 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 Directors' re-election is approved by a majority vote of all shareholders voting at the second general meeting, the Directors will then be re-elected until the next Annual General Meeting.

Having consulted a number of the shareholders of the Company, the Board now intends to hold a second vote for shareholders to vote on the re-appointment of Oliver Baring, Wolfram Kuoni, Ihor Mitiukov, Bert Nacken and Mary Reilly. As noted above, these resolutions must be approved by a majority of all shareholders voting at the meeting (and in accordance with the Listing Rules there is no requirement for approval by a separate majority of the independent shareholders). The ongoing Board succession programme (described on page 18 of the 2015 Annual Report) proposes to replace Directors after the ninth anniversary of their original appointment as they will no longer be regarded as independent; Oliver Baring and Ihor Mitiukov will therefore retire from the Board once suitable successors have been found, which we expect to happen before the end of 2016. Wolfram Kuoni will leave the Board later in the year.

The General Meeting at which the second vote will be held will take place at 2.00pm on Monday 12 September 2016 at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG.

Resolutions and explanatory notes

The formal notice of General Meeting ("the Notice") is attached to this letter. The Notice contains the resolutions to be proposed at the General Meeting. Explanatory notes on the resolutions appear on pages 3 and 4 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 5 and 6.

The deadline for the receipt of proxy appointments is 2.00pm on 10 September 2016.

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 therefore recommend shareholders to vote in favour of each of the resolutions, as they intend to do in respect of their own shareholdings.

Yours sincerely,

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that a General Meeting of Ferrexpo plc ("the Company") will be held at 2.00pm on Monday 12 September 2016 at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG to transact the following business:

To consider and, if thought fit, pass resolutions 1 to 5 as ordinary resolutions.

Directors

• 1. To re-elect Mr Oliver Baring as a Director of the Company. (See explanatory note on page 4)
• 1. To re-elect Mr Wolfram Kuoni as a Director of the Company. (See explanatory note on page 4)
• 1. To re-elect Mr Ihor Mitiukov as a Director of the Company. (See explanatory note on page 4)
• 1. To re-elect Mr Bert Nacken as a Director of the Company. (See explanatory note on page 4)
• 1. To re-elect Ms Mary Reilly as a Director of the Company. (See explanatory note on page 4)

By order of the Board

David Leonard Company Secretary 12 August 2016

Explanatory notes to the resolutions

BUSINESS

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

Resolutions to re-elect five of the Directors

Directors' biographies are summarised at the end of these explanatory notes on page 4 and appear on pages 52 and 53 of the 2015 Annual Report. The performance of the Directors who were in post as at 9 March 2016 (being the date of approval of the Annual Report) has been formally evaluated, and the Board believes that each of those Directors continues to be effective and to demonstrate commitment to his or her role.

The Board has previously determined that each of the Directors seeking re-election at the General Meeting was independent for the purpose of the UK Corporate Governance Code ("the Code"). Each of the Directors seeking re-election at the General Meeting was therefore proposed as an independent Director at the Company's Annual General Meeting on 19 May 2016. However, as indicated in the Chairman's Statement on page 18 of the 2015 Annual Report and Accounts ("the Annual Report"), in view of the provisions of the Code, the Board intends that when an Independent Director has completed a nine-year term he will no longer be viewed as independent and will therefore retire from the Board once a suitable successor has been found. Ihor Mitiukov, who joined the Board in June 2007, and Oliver Baring, who joined the Board in December 2007, accordingly seek re-election at the General Meeting on the understanding that they will retire from the Board once appropriate successors have been found. Wolfram Kuoni, who joined the Board in June 2007, will leave the Board later in the year. In the meantime, and as indicated in the Notice of the Annual General Meeting dated 12 April 2016, Wolfram Kuoni and Ihor Mitiukov, having completed nine years on the Board on 31 May 2016, have ceased to be regarded by the Board as independent and have accordingly stood down from the Board committees on which they had served. Statements about the Directors' independence in this document should be read in the light of that development.

If the resolutions are approved by a majority of all shareholders voting at the meeting, at the conclusion of the General Meeting the full Board of the Company will comprise ten Directors, that is the Chairman, two Executive Directors, five Independent Non-executive Directors and two Non-executive Directors, being:

• Michael Abrahams CBE DL, Non-executive Chairman
• Christopher Mawe FCA, Chief Financial Officer
• Kostyantin Zhevago, Chief Executive Officer
• Oliver Baring, Senior Independent Non-executive Director
• Mary Reilly, Independent Non-executive Director
• Sir Malcolm Field, Independent Non-executive Director
• Stephen Lucas, Independent Non-executive Director
• Bert Nacken, Independent Non-executive Director
• Ihor Mitiukov, Non-executive Director
• Wolfram Kuoni, Non-executive Director

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 re-election, and under rule 9.2.2.F such re-election must on this occasion be approved by a majority vote of the shareholders as a whole.

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 in relation to Mary Reilly, Oliver Baring and Bert Nacken.

• Relationships and transactions: The Company has received confirmation from each of the Independent Directors proposed for re-election at the General Meeting that 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.
• Effectiveness of Independent Directors: the background and experience of each of the Independent Directors is set out in the biographical information on pages 52 and 53 of the Annual Report. Page 61 of the Annual Report mentions the conclusion of the 2015 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 or her role and makes an effective contribution, drawing on his or her own expertise and experience.
• Independence of Independent Directors: as disclosed on page 58 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 or her judgement.
• Selection of Independent Directors: as disclosed in the Nominations Committee Report on page 62 of the Annual Report, the Board uses executive search consultants in the search for new Independent Directors. 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 Mary Reilly (appointed May 2015) were Sapphire Partners. The search consultants used in relation to the appointment of Bert Nacken (appointed August 2014) were Spencer Stuart. Oliver Baring (appointed December 2007) was already known to other members of the Board for his long experience in mining finance.

Explanatory notes to the resolutions continued

Directors – background and experience and committee membership

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

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 2001 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, Non-executive Director

• 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)

Ihor Mitiukov, Non-executive Director

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

Bert Nacken, Independent Non-executive Director (A, C, 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

Mary Reilly, Independent Non-executive Director (A, I, R)

Mary Reilly is a Chartered Accountant and a former audit partner of Deloitte LLP, where she worked with a range of industrial and charitable organisations for nearly 40 years prior to retiring in 2013.

• Non-executive Director, Cape plc, with effect from 1 September 2016
• Non-executive Director and Chairman of Audit Committee, Travelzoo Inc (NASDAQ-listed), since 2013
• Chairman of the Audit and Risk Committee, UK Department of Transport, since 2013
• Chairman of the Audit and Risk Committee, Crown Agents Ltd, since 2013
• Head of Deloitte's Outsourcing Unit offering payroll, accounting and back office services to multinational clients (2002 2013)
• Corporate Responsibility Leader of Deloitte's London Audit Practice's and a member of the Advisory Committee of the Board, responsible for CSR and environmental issues (2008 – 2013)

Notes to the Notice of General Meeting

Proxies

• 1. A shareholder entitled to attend and vote at the 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 General Meeting on his behalf. A proxy need not be a shareholder of the Company but must attend the 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 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 2.00pm on 10 September 2016. 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 2.00pm on 10 September 2016. 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 the Company's Registrar, Equiniti on 0371 384 2030. For shareholders calling from overseas, Equiniti's helpline number is +44 121 415 7047. 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 2 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 General Meeting

1. Shareholders must be entered in the register of shareholders of the Company no later than 6.30pm on 10 September 2016 (or, if the General Meeting is adjourned, 6.30pm 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 General Meeting. Changes to entries on the register of shareholders after that 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 General Meeting or adjourned meeting.

Documents on display

1. Copies of the terms of appointment for the Non-executive Directors seeking re-election at the General Meeting are available for inspection at the Company's registered office during normal business hours and will be available for inspection on the morning of the General Meeting at the meeting venue from 30 minutes before the advertised start of the meeting until the conclusion of the meeting.

Nominated Persons

1. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 ("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 1, 2 and 12 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 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 1.30pm on 12 September 2016. 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.

Notes to the Notice of General Meeting continued

Questions at the 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.

Total number of shares and voting rights

1. As at 1 August 2016 (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 Personal 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.
• 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) 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 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 by CREST.
• 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.
• 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 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: 0371 384 2030 Lines are open 8.30am to 5.30pm, Monday to Friday.

For shareholders calling from overseas, Equiniti's helpline number is +44 121 415 7047.

Email: www.equiniti.com

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

Ferrexpo plc – General Meeting

12 September 2016 at 2.00pm.

Shareholders should note that the doors to the General Meeting will open at 1.30pm.

Address

Herbert Smith Freehills LLP Exchange House Primrose Street London EC2A 2EG

Security

Please note that, for security reasons, all hand luggage may be subject to examination prior to entry to the 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 General Meeting unless prior arrangements have been made with the Company.

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.

55 ST JAMES'S STREET LONDON SW1A 1LA +44 20 7389 8300

WWW.FERREXPO.COM