Ferrexpo PLC — AGM Information 2018

Apr 13, 2018

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 April 2018

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 eleventh annual general meeting of the Company (the 'Annual General Meeting'). The Annual General Meeting will be held at 11.00am on Friday 25 May 2018 at The Auditorium, Deutsche Bank, Winchester House, 75 London Wall, London EC2N 2DB.

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 9 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 page 12.

The deadline for the receipt of proxy appointments is 11.00am on Wednesday 23 May 2018.

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 resolutions, as they intend to do in respect of their own shareholdings.

I look forward to meeting you on 25 May 2018.

Yours sincerely,

STEVE LUCAS CHAIRMAN

Notice of Annual General Meeting

The eleventh Annual General Meeting of Ferrexpo plc (the 'Company') will be held at 11.00am on Friday 25 May 2018 at The Auditorium, Deutsche Bank, Winchester House, 75 London Wall, London EC2N 2DB to transact the following business:

ORDINARY BUSINESS

To consider and, if thought fit, pass resolutions 1 to 12 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 2017.

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 2017.

Dividend

1. To declare a final dividend of 3.3 US cents per ordinary share for the year ended 31 December 2017

Auditors

• 1. To re-appoint Deloitte 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 Simon Lockett as a Director of the Company.
• 1. To re-elect Mr Vitalii Lisovenko as a Director of the Company.
• 1. To re-elect Mr Stephen Lucas as a Director of the Company.
• 1. To re-elect Mr Christopher Mawe as a Director of the Company.
• 1. To re-elect Mr Bert Nacken as a Director of the Company.
• 1. To re-elect Ms Mary Reilly 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 resolutions 13 and 14 will be proposed as ordinary resolutions and resolutions 15, 16 and 17 will be proposed as special resolutions.

Long Term Incentive Plan

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

That:

• a) the rules of the Ferrexpo Long Term Incentive Plan (the "LTIP"), in the form produced to the AGM and initialled by the Chairman for the purposes of identification (a summary of which is set out in the Appendix to this Notice of AGM), be and are hereby approved; and
• b) the Directors of the Company be and are hereby authorised to establish further plans based on the LTIP for the benefit of Directors and employees of the Company and/or its subsidiaries who are located outside the United Kingdom, with such modifications as may be necessary or desirable in order to take account of local tax, exchange control or securities laws as they consider appropriate, provided that any ordinary shares made available under such plans shall be treated as counting against any individual or overall limits contained in the LTIP.

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 2019, whichever is the earlier, but so that

Notice of Annual General Meeting continued

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 and 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

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 as 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 2019, 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 of the middle market quotation of the Company's ordinary shares as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the relevant share is purchased and (b) the higher of the price of the last independent trade and the highest independent current bid on the London Stock Exchange at the time the purchase is carried out.

The authority conferred by this resolution shall expire at the end of the next Annual General Meeting after the passing of this resolution or on 1 July 2019, 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 12 April 2018

Explanatory notes to the resolutions

ORDINARY BUSINESS

Resolutions 1 to 12 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 2017 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 2017 (the 'Annual Report') to shareholders for formal adoption at the Annual General Meeting.

Resolutions 2: Directors' Remuneration Report

The Directors' Remuneration Report is set out in the Annual Report on pages 67 to 81. 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 2017 (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 last approved by the shareholders at the annual general meeting in 2017 and, as no change is proposed, it will not be put to a vote in 2018. The 2006 Act requires the Company to put the policy to shareholders for approval again no later than 31 December 2020.

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 dividend of 3.3 US cents per Ordinary Share, for payment on Wednesday 27 June 2018 to shareholders who were on the register of shareholders at the close of business on Friday 1 June 2018. 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 10 of this document.

Resolutions 4 and 5: To appoint 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, Deloitte LLP, on behalf of the Board which now proposes their reappointment as auditors of the Company.

Resolution 5 authorises the Audit Committee of the Board, in accordance with standard practice, to negotiate and agree the remuneration of the auditors.

Resolutions 6 to 12: 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 seven Directors will retire, and seek election or re-election, at the Annual General Meeting. Simon Lockett was appointed to the Board on 15 June 2017 and is seeking election by the shareholders for the first time. Directors' biographies are summarised at the end of these explanatory notes on pages 8 and 9 and appear on pages 50 and 51 of the Annual Report. The performance of the Directors who were in post as at 20 March 2018 (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.

Election and re-election of Independent Directors

The Directors whom the Board has determined are independent for the purpose of the Code are Simon Lockett, Vitalii Lisovenko, Bert Nacken, and Mary Reilly. Steve Lucas, 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 of the UK Listing Rules 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

Explanatory notes to the resolutions continued

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 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 rule 13.8.17 of the UK Listing Rules) 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 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 are set out in the biographical information on pages 50 and 51 of the 2017 Annual Report and Accounts (the 'Annual Report'). Page 58 of the Annual Report mentions the conclusion of the 2017 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 56 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 pages 59 and 60 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; in relation to the election of Steve Lucas (elected May 2016) and the appointment of Vitalii Lisovenko (appointed November 2016) and Simon Lockett (appointed June 2017) the search consultants were Odgers Berndtson. Sir Malcolm Field (who retired from the Board in May 2017) was a non-executive director of Odgers Berndtson, but was not involved in the selection process for Simon Lockett, Vitalii Lisovenko or Steve Lucas. The search consultants used in relation to the appointment of Bert Nacken (appointed August 2014) were Spencer Stuart.

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. Resolutions 13 and 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 13: Approval of the Ferrexpo Long Term Incentive Plan (the 'LTIP')

The Remuneration Committee has determined that it is appropriate to seek shareholder approval for the implementation of a long term incentive plan to replace the existing plan, shareholder approval for which will expire on 16 May 2018.

A summary of the LTIP rules is set out in Appendix 1 to this document on pages 13 to 15.

The LTIP rules are available for inspection during normal business hours (Saturdays, Sundays and public holidays excepted) at the Company's Registered Office, 55 St James's Street, London, SW1A 1LA up until the end of the Annual General Meeting ("AGM") on 25 May 2018. The LTIP rules will also be available at the place of the AGM from 10:00am on the day of the AGM until its conclusion

Resolution 14: Directors' authority to allot shares

At the 2017 Annual General Meeting held on 25 May 2017 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 2019.

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 20 March 2018, 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 2006 Act 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 an offer to existing shareholders on a pre-emptive basis (that is, including a rights issue or an open offer); 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 20 March 2018 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-preemptive basis within any rolling three-year period without prior consultation with shareholder groups.

The authority contained in Resolution 15 will end upon the expiration of the authority to allot shares conferred by Resolution 14 (that is, at the end of the next annual general meeting or, if earlier, 1 July 2019).

Resolution 16: Authority to purchase own shares

Under the 2006 Act, 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 2017 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 warrants or 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 the 2017 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.

Explanatory notes to the resolutions continued

Directors standing for election or re-election: background and experience and committee membership

(A=Audit Committee, C=Corporate Safety and Social Responsibility ("CSR") Committee, I=Committee of Independent Directors, N=Nominations Committee, R=Remuneration Committee)

Vitalii Lisovenko, Independent Non-executive Director (A, I, R)

• Vitalii Lisovenko has long experience in the field of Ukrainian government finance. He has also worked in banking in the private sector.
• Non-executive advisor to the Minister of Finance of Ukraine, having previously served as an executive counsellor to the Minister of Finance.
• Associate Professor of Finance at the Kiev State Economic University, 2010-2017
• Non-executive Director, Black Sea Trade and Development Bank (Greece) since 2014
• Various positions on the executive boards of Ukreximbank (Ukraine) (2006-2010) and Alfa Bank Ukraine (2010-2014); was also a Non-executive Director of Amsterdam Trade Bank (2013-2014). In 2005 he served as the head of the Trade and Economic Mission at the Ukrainian Embassy in London.
• PhD in Economics, Kiev State Economic University

Simon Lockett, Senior Independent Non-executive Director (A, I, N, R)

Simon Lockett has worked for many years in the international upstream oil and gas industry and served as chief executive of the FTSE 250 company Premier Oil plc for over 9 years until 2014.

• Non-executive Director and Chairman of Remuneration Committee, Triyards Holdings Ltd (Singapore) since 2015
• Non-executive Director and Chairman of Nominations Committee, Pico Petroleum Ltd (Egypt) since 2015
• Non-executive Director, Genel Energy plc, 2016-2017
• Chairman, Loyz Energy Ltd (Singapore). 2014-2016
• MBA, Manchester Business School

Stephen Lucas, Non-executive Chairman (C, I, N)

Steve Lucas is a Chartered Accountant with long and wide-ranging financial executive and non-executive experience in the extractive and other industries.

• Non-executive Director, Tullow Oil plc, since 2012
• Non-executive Director, Acacia Mining plc, since 2013
• Non-executive Director, Essar Energy plc, 2012 2014
• Non-executive Director, Transocean Ltd, 2011 2014
• Non-executive Director, Compass Group, 2004 2011
• Finance Director, National Grid plc, 2002 2010
• Finance Director, Lattice Group, 2000 2002
• Senior finance roles including Group Treasurer, BG Group, 1994 2000
• Senior finance roles, Shell, 1983 1994

Christopher Mawe FCA, Chief Financial Officer

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

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, Essentra plc, since 2017
• Non-executive Director, Mitie Group plc, since 2017
• Non-executive Director and Chairman of Audit Committee, Travelzoo Inc (NASDAQ-listed), since 2013
• Non-executive Director, Cape plc, 2016-2017
• Chairman of the Audit and Risk Committee, UK Department of Transport, 2013 2018
• Chairman of the Audit and Risk Committee, Crown Agents Ltd, 2013 2017

Kostyantin Zhevago, Chief Executive Officer (C)

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 27 June 2018 to shareholders on the register of members as at 1 June 2018. 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 0371 384 2866. 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 June 2018.
• 1. Equiniti can also arrange for your dividend to be paid directly to 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 1 June 2018. 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 that the Company makes will be taxed in Switzerland at the current Swiss federal withholding tax rate of 35 per cent (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 www.ferrexpo.com or an information leaflet may be requested from the Company Secretary at the Company's registered 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 State, 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 Wednesday 23 May 2018. 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 Wednesday 23 May 2018. 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 2866. 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 5 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 6.30pm on Wednesday 23 May 2018 (or, if the Annual 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 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 are available for inspection at the Company's registered office during normal business hours, and will be available on the morning of the Annual General Meeting at the meeting venue from 10.30am 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 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 Friday 25 May 2018. 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.

Voting at the Annual General Meeting

1. Voting on Resolutions 1 to 17 will be conducted by way of a poll rather than a show of hands. This is a more transparent method of voting, as member votes are to be counted according to the number of shares held. Members and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeting. As soon as practicable following the meeting, the results of the voting at the meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the Resolutions will be announced via a Regulatory Information Service and also placed on the Company's website: www.ferrexpo.com.

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

15 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 Annual General Meeting 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 20 March 2018 (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.

Notes to the Notice of AGM continued

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 on the Euroclear website (www.euroclear.com/CREST) 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.
• 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. 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.
• 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 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 notice 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.

Appendix 1

SUMMARY OF THE LONG TERM INCENTIVE PLAN ("THE LTIP")

The Board believes that it is important to attract, motivate and retain employees of the appropriate calibre and to align their interests with those of shareholders in the Company. Accordingly, the Board is seeking shareholder approval for the new Long Term Incentive Plan to replace the existing Ferrexpo Long Term Incentive Plan which expires on 16 May 2018. The terms of the LTIP are summarised below.

1. Administration

Awards may be granted, and the LTIP will be administered, by the Board, or a duly authorised committee of the Board. The current intention is that the LTIP will be administered and awards granted by the Remuneration Committee (and this will always be the case in respect of awards for executive directors of the Company ("Executive Directors")).

2. Eligibility

Awards may be granted to any of the employees of the Company or its subsidiaries, including the Executive Directors ("Eligible Employees").

3. Executive Directors

Participation by the Executive Directors shall, unless and until approved otherwise by shareholders, be in accordance with the terms of the Company's remuneration policy as approved by shareholders from time to time (the "Remuneration Policy").

4. Timing of grant of awards

Options and Awards under the LTIP may, save in exceptional circumstances, only be granted within a period of 42 days following the adoption of the LTIP or following the date of announcement by the Company of its interim or final results (or as soon as practicable thereafter if the Company is restricted from being able to grant options or awards, or make invitations, during such period). Grants made in connection with the recruitment of an Eligible Employee can be made as soon as reasonably practicable thereafter.

Awards under the LTIP may not be granted more than ten years after the date of its approval by shareholders.

5. Form of awards

Under the LTIP, awards will take the form of either:

• 5.1 a conditional right to receive ordinary shares in the Company ("Shares") or, alternatively, cash, which will be automatically transferred to the participant following vesting (a ''Conditional Award''); or
• 5.2 a nil or nominal-cost option over Shares, exercisable by the participant following vesting during a permitted exercise period (extending not later than the tenth anniversary of the date of award) (an ''Option'').

6. Non-Transferable and Non-Pensionable

Options and awards are non-transferable, save to personal representatives following death, and do not form part of pensionable earnings.

7. Plan limits

Shares may be newly issued, transferred from treasury or market purchased for the purposes of the LTIP.

The number of Shares subject to outstanding options or awards under the LTIP granted within the previous 10 years and when added to the number of Shares issued for the purpose of options and awards granted within the previous 10 years shall not exceed 10 per cent. of the Company's ordinary share capital in issue immediately prior to the proposed date of grant under all employees' share schemes adopted by the Company.

The number of Shares subject to outstanding options or awards granted under the LTIP within the previous 10 years when added to the number of Shares issued for the purpose of options and awards granted within the previous 10 years shall not exceed 5 per cent. of the Company's ordinary share capital in issue immediately prior to the proposed date of grant under all discretionary employees' share schemes adopted by the Company.

These limits do not include rights to Shares which have been released, lapsed or otherwise become incapable of exercise or vesting.

Treasury shares will count as new issue shares for the purpose of these limits for so long as institutional investor bodies consider that they should be so counted.

Appendix 1 continued

8. Individual limit

The maximum market value of the Shares (or cash) over which an Eligible Employee may be granted an award under the LTIP in any financial year shall not exceed an amount equal to 200 per cent. of the Eligible Employee's gross annual basic salary as at the date of grant. In exceptional circumstances, this limit may be increased to 300 per cent. at the discretion of the Remuneration Committee. The LTIP may, in addition, be used to facilitate "buy-out" awards granted on the recruitment of an Eligible Employee.

For Executive Directors, unless or until otherwise approved by shareholders, award levels will always be in accordance with the Company's Remuneration Policy.

9. Performance conditions

The Remuneration Committee will determine the performance conditions which will apply to awards and which will be measured over a period (the "performance period") of not less than three years. The Remuneration Committee may specify a shorter performance period where an award is granted in connection with: (i) the recruitment of an Eligible Employee other than an Executive Director; or (ii) the granting of a "buy-out" award in respect of existing incentive awards held by an Eligible Employee (including an Executive Director) that will be forfeited on leaving a previous employer. There will be no provision for re-testing.

In determining the extent to which the performance conditions are met, the Remuneration Committee may override any formulaic outcome, negatively, if it considers that this is necessary to take account of its broader assessment of the performance of the Company.

The Remuneration Committee may alter the performance conditions attaching to an award if events happen after the date of grant that cause the Remuneration Committee to consider that any element of the performance conditions is no longer a fair measure of the Company's performance, provided that the revised target is not considered to be materially less challenging than was intended in setting the original conditions. Where an award vests prior to the normal vesting date, the Remuneration Committee will assess performance using such information as it determines to be appropriate.

Performance conditions for Executive Directors will be set in line with the Remuneration Policy, and will be set out in the annual report on directors' remuneration.

10. Vesting

Awards will normally vest following a performance period of at least three years.

The Remuneration Committee may specify a shorter period only where an award is granted in connection with: (i) the recruitment of an Eligible Employee other than an Executive Director; or (ii) the granting of a "buy-out" award in respect of existing incentive awards held by an Eligible Employee (including an Executive Director) that will be forfeited on leaving a previous employer.

If the Remuneration Committee so determines, an award may be satisfied in whole or in part by a cash payment as an alternative to the issue or transfer of Shares.

11. Retention period

If the Remuneration Committee so determines, awards will be subject to a retention period of two years following the vesting of an award during which a participant shall not be permitted to dispose of the Shares acquired on vesting or receive cash otherwise due on vesting (other than to cover tax liabilities or in the event of a corporate action). Although a retention period will ordinarily continue to apply following a participant's cessation of employment, the Remuneration Committee shall have discretion to determine that no retention period shall apply (or shall cease to apply) following a participant's cessation of employment.

12. Dividend equivalents

Participants may receive an additional payment (or Shares of equivalent value) equal to the dividends which would have been paid during the performance period on the number of Shares that vest.

13. Leavers

An award will normally lapse where the participant ceases to hold office or employment with the Group. Awards will not lapse where the cessation of office or employment with the Group is due to injury, disability, redundancy, retirement, the transfer of the participant's employment in connection with a business sale, the company with which the participant holds office or employment ceasing to be a member of the Group, or any other reason if the Remuneration Committee so determines (a "Good Leaver").

Where a participant ceases employment for a Good Leaver reason before the normal vesting date, the award will continue and vest on its normal vesting date, although the Remuneration Committee may instead determine that the award will instead vest on or at any time following the date of cessation.

On the death of a participant, an award shall immediately vest.

An Option will be exercisable during a period of six months from the date on which such Option vests following cessation as a Good Leaver (or such other period as the Remuneration Committee may permit) or 12 months in the case of death.

14. Corporate actions

In the event of a change of control, awards will normally vest and Options may be exercised for a period of six months. In the event of the passing of a resolution for the voluntary winding-up of the Company, awards will vest and Options will be exercisable for a period of two months. In the event of a demerger of a substantial part of the Group's business, a special dividend or a similar event affecting the value of the Shares to a material extent, awards may be adjusted as set out below or the Remuneration Committee may allow awards to vest, in which case Options may be exercised for a period of two months, or such longer period as the Remuneration Committee may permit. Where the corporate action forms part of an internal re-organisation, unless the Remuneration Committee determines otherwise, an award shall not vest, and instead will be replaced with an award of equivalent value over shares in the new controlling company.

15. Extent of vesting

Awards will only vest (including for leavers or on a corporate action) to the extent that the relevant performance conditions have been met. Where, prior to the normal vesting date, a participant ceases employment, or gives or receives notice for a Good Leaver reason, or there is a corporate action, the number of Shares in respect of which an award vests will, unless the Remuneration Committee determines otherwise, be pro-rated on the basis of the number of whole months which have elapsed from the first date of the period over which the performance condition has been measured to:

15.1 in the case of a Good Leaver, the date of cessation or, if earlier, (unless the Board determines otherwise) the date of notice; and

15.2 in the case of a corporate action, the date of the corporate action.

16. Claw-back

The Remuneration Committee may apply claw-back where at any time before or within the period of two years of vesting it determines that the financial results of the Company were misstated, an error was made in any calculation or in assessing performance, which resulted in the number of Shares (or amount of cash) in respect of which the Option or Award was granted or vested being more than it should have been.

The Remuneration Committee may also apply claw-back if it determines that the participant committed an act or omission which the Remuneration Committee determines would justify, or would have justified, summary dismissal or termination of employment or office on the grounds of misconduct or in the event of a failure of risk management.

A claw-back may be satisfied in a number of ways, including by reducing the amount of any future bonus, by reducing the vesting of any subsisting or future options or awards, by reducing the number of Shares under any vested but unexercised option and/or by either one or both of a requirement to make a cash payment or transfer of Shares to the Company.

17. International transfers

If a participant is transferred to work in another country as a result of which the participant or a Group Company will suffer a tax disadvantage or the participant will become subject to restrictions on his ability to receive or deal in Shares, or to exercise an option, the Remuneration Committee may determine that an award will vest prior to the date of such transfer (subject to time pro-rating), in which case an Option may be exercised during a period of six months.

18. Variation of capital

The number of Shares subject to Options and Awards may be adjusted, in such manner as the Board or the Remuneration Committee, as applicable, may determine, following any variation of share capital of the Company or a demerger of a substantial part of the Group's business, a special dividend or a similar event affecting the value of Shares to a material extent.

19. Alterations

The Board may amend the rules of the LTIP as it considers appropriate, subject to any relevant legislation, provided that no modification may be made which confers any additional advantage on participants relating to eligibility, plan limits, the basis of individual entitlement, the price payable for the acquisition of Shares and the provisions for the adjustment of options and awards without prior shareholder approval, except in relation to performance conditions or for amendments which are minor amendments to benefit the administration of the LTIP, to take account of a change in legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or the Company (or other Group companies).

20. Overseas plans

The LTIP permits the Board to establish further plans for the benefit of overseas Eligible Employees based on the LTIP but modified as necessary or desirable to take account of overseas tax, exchange control or securities laws. Any new Shares issued under such plans would count towards the individual and overall plan limits outlined above.

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 2866 Lines are open 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales).

(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 – Annual General Meeting

Friday 25 May 2018 at 11.00am.

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

Address:

The Auditorium Deutsche Bank Winchester House 75 London Wall London EC2N 2DB

Telephone: +44 20 7545 8000

How to get there

By London Underground

Nearest Underground station: Liverpool Street.

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.

WWW.FERREXPO.COM

FERREXPO PLC 55 ST JAMES'S STREET, LONDON SW1A 1LA T +44 (0)20 7389 8300