AGM Information • Aug 25, 2021
AGM Information
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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.
Ferrexpo plc Registered in England and Wales Company number: 5432915
Registered office: 55 St James's Street London SW1A 1LA 25 August 2021
Dear Shareholder,
At the Annual General Meeting of the Company held on 27 May 2021, Vitalii Lisovenko, an Independent Non-executive Director, did not receive the requisite votes required for re-appointment by independent shareholders.
As stated in the Company's Annual General Meeting Notice dated 16 April 2021 and under Listing Rule 9.2.2.F, when a resolution to re-elect an Independent Director has 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 Director is deemed to have been re-elected to the Board of the Company 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 voting at the second General Meeting ("GM"), the Director will then be re-elected until the next Annual General Meeting.
We have reached out to shareholders, and the Board now intends to hold a second vote for shareholders to vote on the re-election of Vitalii Lisovenko. As noted above, this resolution 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 GM at which the second vote will be held will take place at 11.00 am on Friday 17 September 2021 at 55 St James's Street, London SW1A 1LA.
Shareholders will be able to join and participate in the GM in person (to the extent this remains possible in accordance with government guidance, which may change after the publication of this Notice of Meeting). However, in light of the ongoing coronavirus pandemic, the Board encourages shareholders to consider whether they should attend the GM in person given that they are able to participate and vote electronically (see the next page). We encourage all shareholders to monitor the Company's website and regulatory news announcements for any further updates in relation to the GM, at www.ferrexpo.com/investor-relations/shareholder-services/agm-information.
Your participation is important and in order to facilitate your safe participation in the GM and for shareholders and the Board to engage on the resolution, we are enabling shareholders to participate electronically via a live webcast, which you can access by logging on to http://web.lumiagm.com. On this website, you can also submit questions and your voting instructions during the meeting. A guide on how to join the meeting electronically and submit your votes and questions can be found on pages 8, 9 and 10.
Via the webcast shareholders will be able to ask questions, vote and follow the business of the GM on their computer, tablet or smartphone.
To ask a question on the business of the GM prior to the meeting, shareholders are invited to submit their questions in advance by e-mail to: [email protected] marked for the attention of the Company Secretariat by Friday 10 September 2021. I strongly encourage you to submit any questions in advance of the meeting.
To ask a question during the meeting, shareholders are asked to use the online platform. A telephone line will also be provided as an additional means for shareholders to ask questions.
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Your participation and votes matter. I encourage your participation by submitting your votes by proxy form ahead of the GM or voting online in advance or at the GM. Shareholders are advised to appoint the Chair of the meeting as their proxy.
To vote by proxy, I would ask you to complete, sign and return the enclosed Form of Proxy to register your vote.
To vote online before the meeting, I would ask you to 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).
To vote online during the GM using the Lumi electronic platform, the Chair will open the vote and explain the voting procedure. This means that shareholders may, at any time while the poll is open, vote electronically on the resolution set out in the Notice of GM. CREST members may also choose to use the CREST voting service in accordance with the procedures set out in the notes on page 7.
The deadline for the receipt of proxy appointments and votes is 11.00am on Wednesday 15 September 2021. Voting on the resolution will be held by way of a poll and the voting results will be announced through a Regulatory Information Service and will be published on our website as soon as practicable after the GM.
The formal Notice of General Meeting (the "Notice") is attached to this letter. The Notice contains the resolution to be proposed at the General Meeting together with explanatory notes on the resolution provided on pages 4 and 5 of this document.
The Board considers that the resolution described in the Notice is likely to promote the success of the Company and is in the best interests of the Company and its shareholders as a whole. The Directors recommend that shareholders vote in favour of the resolution, as they intend to do in respect of their own shareholdings.
The Annual General Meeting is an important event for the Company's shareholders to communicate with their Board and I look forward to next year where we hope to be in a position to resume our usual Annual General Meeting arrangements.
Thank you for your continued support particularly during these unprecedented times.
Meanwhile, I hope that you and your families stay safe and healthy.
Yours sincerely,
Chair
NOTICE IS HEREBY GIVEN that a General Meeting of Ferrexpo plc (the "Company") will be held at 11.00am on Friday 17 September 2021 at 55 St James's Street, London SW1A 1LA to transact the following business:
To consider and, if thought fit, pass Resolution 1 as an ordinary resolution.
By order of the Board
Mark Gregory Group Company Secretary 25 August 2021
Resolution 1 will be proposed as an ordinary resolution and will be passed if more than 50% of shareholders' votes cast are in favour.
As explained in the Letter from the Chair, at the Annual General Meeting of the Company held on 27 May 2021, Vitalii Lisovenko did not receive the requisite votes required for re-appointment by independent shareholders and the purpose of the General Meeting is to hold a second vote for shareholders to vote on the re-election of Mr Lisovenko.
The Board has previously determined that Mr Lisovenko is independent for the purpose of the 2018 Corporate Governance Code (the "Code"). Mr Lisovenko was therefore proposed as an Independent Director at the 2021 AGM.
Mr Lisovenko's biography is summarised at the end of these explanatory notes and appears on page 64 of the Annual Report. The performance of Mr Lisovenko who was in post as at 16 March 2021 (being the date of approval of the Annual Report) has been formally evaluated, and the Board believes that Mr Lisovenko continues to be effective and to demonstrate commitment to his role.
In accordance with provision 18 of the Code a summary of the skills, experience and contribution of Mr Lisovenko, which in the Board's view illustrates why his contribution is, and continues to be, important to the Company's long-term sustainable success, can be found together with a biography at the end of these explanatory notes.
Because the Company has a controlling shareholder (i.e. a shareholder which 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 9.2.2F of the UK Listing Rules such re-election must on this occasion be approved by a majority vote of the shareholders as a whole.
If the resolution is approved by a majority of all shareholders voting at the meeting, at the conclusion of the GM the full Board of the Company will comprise seven Directors, that is the Chair, one Executive Director, four Independent Non-executive Directors and one non-independent Non-executive Director, being:
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 in relation to Mr Lisovenko.
The Company has received confirmation from the Independent Director that there are no existing or previous relationships, transactions or arrangements between the Independent Director and the Company, its Directors, any controlling shareholder or any associate of a controlling shareholder.
The background and experience of the Independent Director is set out in the biographical information on page 64 of the Annual Report. Page 74 of the Annual Report mentions the conclusion of the 2020 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 the Independent Director shows the proper commitment to his role, has sufficient time to undertake his responsibilities on behalf of the Company, and makes an effective contribution, drawing on his own expertise and experience.
As disclosed on page 70 of the Annual Report, the Board has carefully considered the guidance criteria on the independence of directors given in the Code, and believes that the Independent Director remains independent in character and judgement, and that there are no circumstances which are likely to impair, or appear to impair, his independence.
As disclosed in the Nominations Committee Report on pages 82 to 84 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 Vitalii Lisovenko (appointed November 2016) were Odgers Berndtson.
Qualifications: PhD in Economics Appointed: 28 November 2016
Vitalii contributes to Ferrexpo plc over 20 years' experience in government finance. In 2005, he served as the head of the Trade and Economic Mission at the Ukrainian Embassy in London. He has also worked in the banking and private sector and he was an Associate Professor of Finance at the Kyiv State Economic University.
Vitalii brings extensive experience in the field of Ukrainian government finance together with a deep understanding of geopolitical developments in Ukraine which is valuable to the Company.
Vitalii was appointed Non-executive Director for workforce engagement on 18 February 2021. Given Vitalii is located in Ukraine and speaks Ukrainian, which is the language most widely spoken by the majority of our workforce, we are delighted that he agreed to take on this role.
Currently he serves as a Non-executive adviser to the Minister of Finance of Ukraine, having previously served as an executive counsellor to the Minister of Finance. He also serves as a Non-executive Director of the Supervisory Board of National Depositary of Ukraine and a Non-executive alternate director of Black Sea Trade and Development Bank (Greece) since 2014.
Previously, he was an Executive director of Ukreximbank (Ukraine), 2006–2010; an Executive director of Alfa Bank Ukraine, 2010–2014; a Non-executive director of Amsterdam Trade Bank, 2013–2014; and since 1994 held various positions in the Finance Ministry of Ukraine.
Vitalii is the Chair of the Committee of Independent Directors and a member of the Audit, Nominations and Remuneration Committees. He was appointed Senior Independent Director on 19 August 2019. He is also Non-executive Director Designate for Workforce Engagement.
For the GM, Ferrexpo will be enabling shareholders to attend and participate in the meeting electronically, should they wish to do so. This can be done by accessing the GM website, https://web.lumiagm.com.
Lumi GM can be accessed online using most well-known internet browsers such as Edge, Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. If you wish to access the GM using this method, please go to https://web.lumiagm.com on the day.
On accessing the GM website, you will be asked to enter a Meeting ID which is 151-057-315.
You will then be prompted to enter your unique Shareholder Reference Number ("SRN") and PIN which is the first two and last two digits of your SRN. These can be found printed on your Form of Proxy. Access to the meeting via the website will be available from 10.00am on 17 September 2021; however, please note that your ability to vote will not be enabled until the Chair formally declares the poll open.
The meeting will be broadcast with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceeding of the meeting on your device, as well as being able to see the slides of the meeting which will include the resolution to be put forward to the meeting. These slides will progress automatically as the meeting progresses.
Once the Chair has formally opened the meeting, they will explain the voting procedure. Voting will be enabled on the resolution at the start of the formal meeting on the Chair's instruction. This means shareholders may, at any time while the poll is open, vote electronically on the resolution in the Notice of Meeting.
Once the resolution has been proposed, the resolution will appear along with the voting options available. Select the option that corresponds with how you wish to vote, "FOR", "AGAINST" or "WITHHELD". Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received – there is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice, if you wish to "cancel" your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Chair announces its closure at the end of the meeting.
Questions on the day can be submitted either as text via the Lumi messaging function or verbally via the teleconference. Details of how to access the teleconference will be provided on the day of the General Meeting once you are logged into the Lumi platform.
Shareholders attending electronically may ask questions via the website by typing and submitting their question in writing – Select the messaging icon from within the navigation bar and type your question at the bottom of the screen, once finished, press the "send" icon to the right of the message box to submit your question.
Questions will be moderated before being sent to the Chair. This is to avoid repetition and ensure the smooth running of the meeting. If multiple questions on the same topic are received, the Chair may choose to provide a single answer to address shareholder queries on the same topic.
An active internet connection is required at all times in order to allow you to cast your vote when the poll opens, submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.
Please contact the Company's registrar before 11.00am on 16 September 2021 on 0371 384 2866 or +44 (0)121 415 7047 if you are calling from outside the UK for your SRN and PIN. Lines are open 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales).
Meeting ID: 151-057-315 | To login you must have your SRN and PIN

Open the Lumi AGM website and you will be prompted to enter the Meeting ID. If a shareholder attempts to login to the website before the meeting is live*, a pop-up dialogue box will appear.

After entering the Meeting ID, you will be prompted to enter your unique SRN and PIN.

When successfully authenticated, you will be taken to the Home Screen.

To view the meeting presentation, expand the "Broadcast Panel", located at the bottom of your device. If viewing through a browser, it will appear automatically.
This can be minimised by pressing the same button.
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When the Chair declares the poll open, the resolution and voting choices will appear on your device.

Press the choice corresponding with the way in which you wish to vote.
When selected, a confirmation message will appear.


To change your mind, simply press the correct choice to override your previous selection. To cancel your vote, press Cancel.
To return to the voting screen whilst the poll is open, select the voting icon.

If you would like to ask a question, select the messaging icon.
Type your message within the chat box at the bottom of the messaging screen.
Click the send button to submit.
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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 08.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales).
(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.)
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.
Friday 17 September 2021 at 11.00am.
Address 55 St James's Street London SW1A 1LA Telephone: 020 7389 8300

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