Ferrexpo PLC

Declaration of Voting Results & Voting Rights Announcements • Jun 15, 2022

National Storage Mechanism | Additional information

RNS Number : 0037P

Ferrexpo PLC

15 June 2022

15 June 2022  

Ferrexpo plc

("Ferrexpo", "the Company" or the "Group")

Results of Annual General Meeting and General Meeting

The results of voting at Ferrexpo's Annual General Meeting ("AGM") and a General Meeting ("GM") of the Company both held today, 15 June 2022, are set out below.  All Resolutions at the AGM and the GM were voted by way of a poll.

As stated in the Company's AGM Notice and under Listing Rule 9.2.2E, a resolution to elect or re-elect an Independent Director must be passed by both a majority of the independent shareholders and a majority of all shareholders (including the majority shareholder). In order to determine this, votes cast by the independent shareholders were counted separately in respect of the re-election of Graeme Dacomb, Vitalii Lisovenko, Fiona MacAulay, Ann-Christin Andersen and the election of Natalie Polischuk and the results of that separate count are set out below.

Voting Results of AGM

All ordinary and special resolutions were passed:

	For/Discretion		Against		Total votes cast	Votes withheld1
Resolution	No. of votes	% of votes cast2	No. of votes	% of votes cast2	No. of votes	No. of votes
1.   To receive the 2021 Report and Accounts.	495,997,416	100.00	1,117	0.00	495,998,533	321,518
2.   To approve the Remuneration Report (apart from the remuneration policy)	492,319,964	99.20	3,994,530	0.80	496,314,494	5,557
3.   To approve the 6.6 US cents final dividend	496,284,144	99.99	35,563	0.01	496,319,707	344
4.   To re-appoint MHA MacIntyre Hudson as the Company's auditors	496,086,139	99.96	194,713	0.04	496,280,852	39,199
5.   To authorise the Audit Committee to determine the auditors remuneration	496,268,271	99.99	48,842	0.01	496,317,113	2,938
6.   To re-elect Ann-Christin Andersen as a director	448,897,871	90.46	47,346,709	9.54	496,244,580	75,471
152,819,927	76.35	47,346,709	23.65	200,166,636	75,471
7.   To re-elect Graeme Dacomb as a director	486,648,519	98.06	9,649,141	1.94	496,297,660	22,391
190,570,575	95.18	9,649,141	4.82	200,219,716	22,391
8.   To re-elect Lucio Genovese as a director	405,262,105	81.66	91,035,555	18.34	496,297,660	22,391
9.   To re-elect Vitalii Lisovenko as a director	405,926,051	81.79	90,371,609	18.21	496,297,660	22,391
109,848,107	54.86	90,371,609	45.14	200,219,716	22,391
10. To re-elect Fiona MacAulay as a director	448,996,025	90.47	47,301,635	9.53	496,297,660	22,391
152,918,081	76.38	47,301,635	23.62	200,219,716	22,391
11. To elect Natalie Polischuk	495,752,422	99.89	542,038	0.11	496,294,460	25,591
199,674,478	99.73	542,038	0.27	200,216,516	25,591
12. To re-elect Kostyantin Zhevago as a director	314,137,679	63.59	179,890,562	36.41	494,028,241	2,291,810
13. To elect Jim North as a director	493,564,729	99.45	2,732,931	0.55	496,297,660	22,391
14. To authorise the directors to allot shares	492,346,117	99.21	3,938,007	0.79	496,284,124	35,927
15. To empower the directors to disapply pre-emption rights	492,644,002	99.26	3,648,517	0.74	496,292,519	27,532
16. To authorise the Company to make market purchases of its own shares	489,884,922	98.92	5,358,079	1.08	495,243,001	1,077,050
17. To approve a 14 clear days' notice period for a general meeting other than an AGM	492,443,944	99.22	3,875,572	0.78	496,319,516	535

1.        A vote withheld is not a vote in law and is not counted in the calculation of votes validly cast for or against a resolution

2.        Excluding votes withheld

Significant Votes Against Resolutions

Although all the resolutions were passed, the Board of Ferrexpo notes that there were a significant proportion (more than 20%) of votes cast against resolutions to re-elect four of our directors based on the outcome of either the votes of all shareholders or the votes of independent shareholders.  

The Board believes that all these directors bring considerable experience and expertise to the Board. The Board will consult and engage with independent shareholders to better understand the reasons behind these votes and will publish an update of its shareholder engagement within six months of today's AGM. In particular, the Board understands that certain of these voting outcomes arose due to a shareholder expressing concerns regarding the number of directorships that certain directors hold. The Board is comfortable that each of the directors is able to devote sufficient time to their roles.

Voting Results of GM

The Special Resolution was passed:

	For/Discretion		Against		Total votes cast	Votes withheld1
Resolution	No. of votes	% of votes cast2	No. of votes	% of votes cast2	No. of votes	No. of votes
1.       Authorise the appropriations of distributable profits of the Company to the payment of the Relevant Distributions (as defined in the Notice of General Meeting), each by reference to the same record date as the original accounting entry for the Relevant Distribution; waive and release any and all claims which the Company has or may have against each of its shareholders who appeared on the register of shareholders on the relevant record date for the Relevant Distributions arising out of or in connection with the payment of the Relevant Distribution; and waive and release any and all claims which the Company has or may have against each of its directors and former directors arising out of or in connection with the approval, declaration or payment of the Relevant Distributions.	197,686,143	99.99	22,724	0.01	197,708,867	3,775

Further Disclosures

As at 15 June 2022, 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 as at 15 June 2022 was 588,624,142.

In accordance with Listing Rule 9.6.2, Ferrexpo plc has submitted a copy of the resolutions dealing with the special business put to shareholders at the AGM today to the National Storage Mechanism, which will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information, please contact:

Ferrexpo:
Rob Simmons	r.simmons@ferrexpo.ch	+44 207 389 8305
Tavistock:
Jos Simson Gareth Tredway	ferrexpo@tavistock.co.uk	+44 207 920 3150 +44 7785 974 264

Notes to Editors:

Ferrexpo is a Swiss headquartered iron ore company with assets in Ukraine. It has been mining, processing and selling high quality iron ore pellets to the global steel industry for over 40 years. In 2020, the Group produced 11.2 Mt of iron ore pellets, a 7% increase on the prior year. The Company is ranked as the world's 3rd largest exporter of pellets to the global steel industry with a market share of approximately 9%. Ferrexpo has a diversified customer base supplying steel mills in Austria, Germany, Japan, South Korea, Taiwan, China, Slovakia, the Czech Republic, Turkey, Vietnam and America. Ferrexpo has a premium listing on the main market of the London Stock Exchange under the ticker FXPO. For further information, please visit www.ferrexpo.com.

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