Ferrexpo PLC — Proxy Solicitation & Information Statement 2021

Apr 19, 2021

FERREXPO

2021

NOTICE OF ANNUAL GENERAL MEETING

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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.

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Ferrexpo plc Notice of Annual General Meeting 2021

Letter from the Chair

Ferrexpo plc
Registered in England and Wales
Company number: 5432915

Registered office:
55 St James's Street
London SW1A 1LA

16 April 2021

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 issue the notice of the fourteenth Annual General Meeting of the Company (the "AGM"). The AGM will be held at 10.00am on Thursday 27 May 2021 at 55 St. James's Street, London SW1A 1LA and on an electronic platform as described below to enable shareholders to attend.

Coronavirus and AGM arrangements

Our preference had been to welcome shareholders in person to our 2021 AGM, particularly given the constraints we faced in 2020 due to the COVID-19 pandemic. However, today as we publish the notice of our 2021 AGM restrictions remain in place in England which prohibit large gatherings. The health and safety of our shareholders, our employees and the wider communities remains our primary concern. Therefore, we strongly encourage shareholders not to attend the AGM in person. The minimum number of persons required to form a quorum and to conduct the business of the meeting will attend the AGM in person which will be facilitated by the Company.

We will continue to monitor closely the evolving situation as we approach the AGM. The UK Government's roadmap for easing lockdown restrictions in England published on 22 February 2021 envisages the potential for indoor events to take place no earlier than 17 May 2021 and some restrictions will remain in place until at least 21 June 2021. However, this is subject to a number of contingencies and there can be no guarantee that this will happen. In light of the evolving situation, it may become necessary to change the arrangements for this year's AGM after the date of this letter. We encourage all shareholders to monitor the Company's website and regulatory news announcements for any further updates in relation to the AGM, at www.ferrexpo.com/investor-relations/shareholder-services/agm-information.

Your participation

The AGM is an important event in the Company's calendar providing the opportunity for shareholders and the Board to engage on resolutions set out in the Notice of Annual General Meeting, on pages 3 to 17 of this circular.

In order to facilitate your safe participation in the AGM and support engagement with our shareholders, 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 15 and 17.

Webcast

Via the webcast shareholders will be able to hear from the Company, ask questions, vote and follow the business of the AGM on their computer, tablet or smart phone.

Shareholder questions

To ask a question before the meeting, shareholders are invited to submit their questions in advance by e-mail to: AGM2021@ferrexpo.com marked for the attention of the Company Secretariat by 20 May 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 and participate during the meeting. Details of how to ask a question online and by telephone are set out on pages 15 to 17.

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Ferrexpo plc Notice of Annual General Meeting 2021

Letter from the Chair

continued

Voting

Your participation and votes matter. I encourage your participation by submitting your votes by proxy form ahead of the AGM or voting online in advance or at the AGM. 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 AGM 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 any or all of the resolutions set out in the Notice of AGM (the "Notice"). Resolutions will not be proposed individually.

CREST members may also choose to use the CREST voting service in accordance with the procedures set out in the notes on page 14. The deadline for the receipt of proxy appointments and votes is 10.00am on Tuesday 25 May 2021.

Voting on all resolutions 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 AGM.

Resolutions and explanatory notes

The formal Notice of AGM is attached to this letter. The Notice contains the resolutions to be proposed at this year's AGM together with explanatory notes on the resolutions provided on pages 4 to 12 of this document.

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

The AGM remains an important function 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 AGM 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,

Lucio Genovese

Chair

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Ferrexpo plc Notice of Annual General Meeting 2021

Notice of Annual General Meeting

The fourteenth Annual General Meeting of Ferrexpo plc (the "Company") will be held at 10.00am on Thursday 27 May 2021 at 55 St. James's Street, London SW1A 1LA to transact the following business:

ORDINARY BUSINESS

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

Reports and Accounts

1. To receive the audited accounts and the reports of the Directors and auditor for the year ended 31 December 2020.

Directors' Remuneration Report and Remuneration Policy

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 2020.

2. To approve the Directors' Remuneration Policy, in the form set out at pages 91 to 97 of the Company's Annual Report and Accounts for the year ended 31 December 2020.

Dividend

1. To declare a final dividend of 13.2 US cents per ordinary share for the year ended 31 December 2020.

Auditors

1. To re-appoint MHA MacIntyre Hudson as the Company's auditors to hold office until the conclusion of the next general meeting at which the Annual Report and Accounts are to be laid before the Company.

2. To authorise the Audit Committee of the Board to determine the auditor's remuneration.

Directors

1. To elect Ms Ann-Christin Andersen as a Director of the Company.

2. To re-elect Mr Graeme Dacomb as a Director of the Company.

3. To re-elect Mr Lucio Genovese as a Director of the Company.

4. To re-elect Mr Vitalii Lisovenko as a Director of the Company.

5. To re-elect Ms Fiona MacAulay as a Director of the Company.

6. To re-elect Mr Kostyantin Zhevago as a Director of the Company.

7. To elect Mr Jim North as a Director of the Company.

SPECIAL BUSINESS

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

Directors' authority to allot shares

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

That the Directors be generally and they are hereby 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 27 August 2022, whichever is the earliest, but so that before this authority expires the Company may make offers and enter into agreements which would, or might, require shares to be allotted or Rights to be granted after the authority expires, and the Directors may allot shares 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.

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Ferrexpo plc Notice of Annual General Meeting 2021

Notice of Annual General Meeting

continued

General power to disapply pre-emption rights

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

That the Directors be and they are hereby authorised 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 Resolution 14 above; and (b) to allot equity securities (as defined in section 560(3) of the 2006 Act) for cash and by way of sale of treasury shares; 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 or by way of sale of treasury shares in connection with an offer of equity securities to ordinary shareholders in proportion (as nearly may be practicable) to their existing holdings, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(ii) to the allotment of equity securities or sale of treasury shares 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 27 August 2022 whichever is the earliest, 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 contracted to be 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 27 August 2022 whichever is the earliest, 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

Mark Gregory
Group Company Secretary
16 April 2021

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Ferrexpo plc Notice of Annual General Meeting 2021

Explanatory notes to the resolutions

ORDINARY BUSINESS

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

Resolution 1: To receive the 2020 Report and Accounts

The Directors are required to present the Annual Report and Accounts of the Company for the year ended 31 December 2020 (the "Annual Report") to shareholders at the Annual General Meeting. The Annual Report was sent to shareholders on 16 April 2021 together with this Notice of Annual General Meeting.

Resolution 2: To approve the Directors' Remuneration Report

The Directors' Remuneration Report is set out in the Annual Report on pages 86 to 107. Resolution 2 is an ordinary resolution to approve the Directors' Remuneration Report. In accordance with the Companies Act 2006, Resolution 2 is an advisory resolution and does not affect the future remuneration paid to any Director.

The Directors' Remuneration Report details the Directors' remuneration for the year ended 31 December 2020. The report also includes a statement from the Chair of the Remuneration Committee providing details of the Remuneration Committee's activities. The Company's auditor has audited those parts of the remuneration report which are required to be audited and their report is issued in the Annual Report.

At the 2020 Annual General Meeting ("2020 AGM"), the resolution to approve the Directors' Remuneration Report received a significant vote against (76% of votes for and 24% of votes against). During the year, we consulted with shareholders on a number of important issues, one of them being the significant vote against Resolution 2 at the 2020 AGM. From engagement with the Company's major institutional shareholders following the 2020 AGM, it was understood that the reason for the significant vote against the Directors' Remuneration Report was due to Mr Zhevago receiving remuneration at the same rate following his change in role from Chief Executive Officer to Non-executive Director in October 2019. The remuneration arrangement for Mr Zhevago reflected his broader responsibilities and time spent in providing ongoing support to the Acting Chief Executive Officer as compared to the other Non-executive Directors. In response to the feedback received from shareholders, the remuneration arrangements for Mr Zhevago have been revised and with effect from 1 December 2020 he receives the same base remuneration as other Non-executive Directors of US$135,000, in addition to a limited consultancy fee set at US$90,000 per year. This additional consultancy fee reflects the expected time commitment of his role, which continues to be broader than that of the other Non-executive Directors given the important role he plays in stakeholder engagement in Ukraine, providing support to the Chief Marketing Officer in relation to the Company's marketing strategy and sales portfolio and providing guidance to the Acting CEO in respect of the Company's organic growth plans. The need for this consultancy fee, and the rate at which it is set, will be kept under review by the Company. Mr Zhevago will not receive any wider Company benefits in connection with his role and he has no executive responsibilities as part of this consultancy arrangement.

Resolution 3: To approve the Directors' Remuneration Policy

The Directors' Remuneration Policy approved by shareholders at the 2020 AGM was a "rollover" of our existing policy, which had been approved by shareholders at the 2017 Annual General Meeting. Due to management changes during 2020, the Remuneration Committee in consultation with the wider Board concluded that the 2020 AGM was not the appropriate time to make material changes to the current policy. We consulted with shareholders in 2020 in relation to the one-year rollover of our existing remuneration policy and the resolution to approve the one-year rollover of our existing remuneration policy received over 89% support at the 2020 AGM. A revised remuneration policy is proposed at the 2021 AGM. The proposed remuneration policy takes account of our evolving strategy, acknowledges recent changes to the governance landscape and brings the Company in line with market practice.

The proposed Directors' Remuneration Policy is set out in the Annual Report on pages 91 to 97 and summarised below:

Pension

The overall pension maximum in our policy will be reduced to 10% of salary from 15% of salary unless there is a higher local statutory requirement in the location in which the executive is based. None of our executives currently receive a pension in excess of 10% of salary and this, additionally, is the maximum rate for all employees across our workforce through pension or alternative statutory schemes. The Remuneration Committee considered it appropriate to realign our policy with current market practice. Our Acting Chief Executive Officer does not currently receive a pension benefit but is eligible for an equivalent statutory gratuity benefit payable post-employment that accrues at a rate of approximately 8.33% per annum in his location of employment, Dubai. Any new Executive Director appointments will be eligible to receive a pension (or equivalent) benefit in line with the workforce in the relevant location that they are employed within the Company.

Short-Term Incentive Plan ("STIP")

No change is being made to the current maximum bonus opportunity at 150% of salary. Part deferral of the annual bonus into shares will be introduced for the first time from the 2021 financial year. 25% of any bonus earned will be the deferral amount which, at the discretion of the Remuneration Committee, may be awarded as a right to receive the shares in two years' time or the after tax amount will need to be used to acquire and hold the shares for the two-year deferral period. This approach ensures immediate alignment between the executive and shareholders. These deferred shares will count towards the executive's in employment shareholding requirements (on an after tax basis). Additionally, the target bonus is to be reduced from its current 67% of maximum to 50% of maximum in line with current market practice expectations.

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Ferrexpo plc Notice of Annual General Meeting 2021

Explanatory notes to the resolutions

continued

Long-Term Incentive Plan ("LTIP")

No change is being made to the current maximum annual award limit (which is 200% of salary and 300% of salary in exceptional circumstances). In practice, however, awards are limited to a substantially lower face value and for 2021 the Remuneration Committee granted an award over 87,800 shares (which, based on a share price of c.340 pence, resulted in an award value at grant to the Acting Chief Executive Officer of c.43% of salary). There will be a continuation of the current three-year performance monitoring and vesting and an additional two-year holding period on vested shares. We have clarified that whilst performance will primarily be measured against relative TSR, other performance metrics will also be introduced to support delivery against our long-term strategy and, specifically, ESG aspirations.

Share ownership guidelines

The 200% of salary "in service" share ownership guideline (introduced at the 2020 AGM) will be retained with the expectation being that all shares deferred under the annual bonus (from 2022 onwards on an after tax basis) and all shares which vest under existing and future LTIP awards (after tax) must be retained towards satisfying the guideline. In addition, a post-employment share ownership guideline will also be introduced under which departing Executive Directors will be expected to retain the lower of their share ownership at cessation of employment and 200% of salary for a minimum period of two years.

Once approved, the Company will not be able to make a remuneration payment to a current or future Director or a payment for loss of office to a current or former Director, unless that payment is consistent with the Directors' Remuneration Policy or has been approved by a resolution of the shareholders of the Company. The resolution is binding on Ferrexpo. If the Directors' Remuneration Policy is approved and remains unchanged, it will be valid for up to three years without a new shareholder approval.

Resolution 4: To declare a final dividend

The Directors recommend a dividend of 13.2 US cents per Ordinary Share be paid on 1 July 2021 to shareholders who were on the register of shareholders at the close of business on 18 June 2021. 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 13 of this document.

Resolutions 5 and 6: To appoint auditors and authorise the Audit Committee to determine their remuneration

The Company is required to appoint auditors at each general meeting at which the Annual Report and Accounts 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 auditor, MHA MacIntyre Hudson, on behalf of the Board which now proposes their reappointment as auditor of the Company. Resolution 6 authorises the Audit Committee of the Board, in accordance with standard practice, to negotiate and agree the remuneration of the auditors.

Resolutions 7 to 13: To elect and re-elect the Directors

In accordance with the recommendations of the UK Corporate Governance Code (the "Code") and in keeping with the Board's aim of following best corporate governance practice, all of the Directors will retire and seek election or re-election at the Annual General Meeting. Jim North and Ann-Christin Andersen were appointed to the Board on 5 July 2020 and 1 March 2021, respectively, and are seeking election by the shareholders for the first time. Directors' biographies are summarised at the end of these explanatory notes on pages 9 to 12 and appear on pages 64 and 65 of the Annual Report. Except for Ann-Christin Andersen, as she joined the Board on 1 March 2021, the performance of the Directors who were 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 each of those Directors continues to be effective and to demonstrate commitment to his or her role.

In accordance with provision 18 of the Code a summary of the skills, experience and contribution of each Director proposed for election and re-election, which in the Board's view illustrates why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success, can be found together with the Directors' biographies at the end of these explanatory notes on pages 9 to 12.

Resolution 10: To re-elect Vitalii Lisovenko as a Director of the Company

At the 2020 AGM and subsequent general meeting held on 11 September 2020 ("2020 General Meeting"), the resolution to re-elect Vitalii Lisovenko as a Director of the Company received a significant vote against. During the year, we consulted with shareholders on a number of important issues, one of them being the significant vote against Resolution 9 at the 2020 AGM and Resolution 1 at the 2020 General Meeting. From engagement with the Company's major institutional shareholders following the 2020 AGM and 2020 General Meeting, it was understood that the reason for the significant vote against the re-election of Vitalii Lisovenko largely related to his role as Senior Independent Director, with shareholders voicing concerns that insufficient progress had been made by the Company to address corporate governance matters that emerged during 2019. Since the 2020 AGM, Mr Lisovenko, as Chair of the Committee of Independent Directors ("CID"), has enhanced procedures and internal controls as part of the process of improving the overall corporate governance framework within the Company including improvements in transparency and reporting requirements to the CID on a regular basis and the monitoring of reputational risks.

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Ferrexpo plc Notice of Annual General Meeting 2021

During the year, Mr Lisovenko:

• Has been instrumental in the appointment of Ann-Christin Andersen and the ongoing search for a further diverse Non-executive Director
• Attended shareholder engagement meetings with major institutional investors to support the Chair
• Was appointed Non-executive Director Designate for workforce engagement, following on from his previous town hall employee engagement sessions with employees
• Provided critical input into the establishment of a COVID-19 Response Fund to support our local community in the area surrounding our mining operations, based on his local knowledge as a resident in Ukraine
• He is a highly respected technocrat in the Ukrainian financial regulatory system and provides the Board with in-depth experience and knowledge of developments in the financial and political landscape in Ukraine which add tremendous value as the Company's operations are based in Ukraine.

For the reasons set out above, we request your support to re-elect Mr Lisovenko at the 2021 AGM.

Resolution 12: To re-elect Kostyantin Zhevago as a Director of the Company

Under the Relationship Agreement Mr Zhevago is entitled to appoint himself as a Director or another person as his representative Director, in each case in a non-executive capacity.

At the 2020 AGM, the resolution to re-elect Kostyantin Zhevago received a significant vote against. During the year, we consulted with shareholders on a number of important issues, one of them being the significant vote against Resolution 12 at the 2020 AGM. From engagement with the Company's major institutional shareholders following the 2020 AGM, it was understood that the reason for the significant vote against the re-election of Kostyantin Zhevago was due to Mr Zhevago continuing to receive his Chief Executive Officer salary following his change in role to a Non-executive Director in October 2019. The remuneration arrangement for Mr Zhevago reflected his broader responsibilities and time spent in providing ongoing support to the Acting CEO as compared to the other Non-executive Directors. In response to feedback received from shareholders, the remuneration arrangements for Mr Zhevago have been revised and with effect from 1 December 2020 he receives the same base remuneration as other Non-executive Directors of US$135,000, in addition to a limited consultancy fee set at US$90,000 per year. This additional consultancy fee reflects the expected time commitment of his role, which continues to be broader than that of the other Non-executive Directors given the important role he plays in stakeholder engagement in Ukraine, providing support to the Chief Marketing Officer in relation to the Company's marketing strategy and sales portfolio and providing guidance to the Acting CEO in respect of the Company's organic growth plans. The need for this consultancy fee, and the rate at which it is set, will be kept under review. He will not receive any wider Company benefits in connection with his role and he has no executive responsibilities as part of this consultancy arrangement. Feedback from shareholders also referred to investigations involving Mr Zhevago and one of his former companies in Ukraine by the authorities in Ukraine. The Board continues to closely monitor this situation.

Election and re-election of Independent Directors

The Directors whom the Board has determined are independent for the purpose of the Code are Vitalii Lisovenko, Graeme Dacomb, Fiona MacAulay and Ann-Christin Andersen.

Because the Company has a controlling shareholder (i.e. 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 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, any controlling shareholder or any associate of a controlling shareholder.

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Ferrexpo plc Notice of Annual General Meeting 2021

Explanatory notes to the resolutions

continued

Effectiveness of independent Directors:

The background and experience of each of the independent Directors are set out in the biographical information on pages 64 and 65 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 each independent Director shows the proper commitment to his or her role, has sufficient time to undertake his or her responsibilities on behalf of the Company, and makes an effective contribution, drawing on his or her own expertise and experience.

Independence of independent Directors:

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 each of the independent Directors remains independent in character and judgement, and that there are no circumstances which are likely to impair, or could appear to impair, his or her independence.

Selection of independent Directors:

As disclosed in the Nominations Committee Report on pages 82 to 85 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 Graeme Dacomb (appointed June 2019) and Fiona MacAulay (appointed August 2019) were the Savannah Group; in relation to the appointment of Vitalii Lisovenko (appointed November 2016) the search consultants were Odgers Berndtson and in relation to the appointment of Ann-Christin Andersen (appointed March 2021) the search consultants were Caldwell and Partners.

Independence and tenure of the Board Chair

The Nominations Committee and the Board were conscious of and carefully considered that Mr Genovese would not be considered independent on appointment as Board Chair and his tenure had exceeded nine years, which is not in compliance with the Corporate Governance Code. Notwithstanding this, as explained on page 83 of the Annual Report and Accounts he was considered the best candidate from the external candidates to fulfil the role of Board Chair and to lead the Board during the next stage of the Group's development.

The Board is satisfied that he is fully independent from all the Company's shareholders and has been during his entire tenure as a Non-executive Director. Additionally, the members of the Nominations Committee were comfortable based on their own experiences that Mr Genovese conducts himself with professional and personal integrity with an independent mind set and brings valuable challenge to the Board based on his in-depth understanding of the key drivers and challenges faced by the Group. The Board is satisfied that Mr Genovese's continuance as Board Chair adds considerable value to the business given his experience, leadership qualities and detailed knowledge of the Group. He has more than 30 years' experience of Ukraine together with in-depth knowledge of the socio-political and economic environment. He has specific iron ore mining knowledge coupled with solid experience of UK plc corporate governance matters. These qualities enable him to provide sound leadership to the Board based on his personal experience and knowledge which facilitates constructive discussions and Board decisions.

Examples of the changes Mr Genovese has made during the six months since his appointment as Chair are:

• Improved Board diversity as he was instrumental in the appointment of Ann-Christin Andersen
• Committed the Company to a further appointment of a diverse Non-executive Director as soon as possible
• Improved transparency on the outcome of the 2020 Board Evaluation and committed the Company to undertake an externally facilitated Board Evaluation during 2021
• Led the Company's shareholder engagement with major institutional investors during the year
• Re-focused the 2021 Board agenda to include Cyber Security, Climate Change and Environmental, Social and Governance matters
• Led the Board through the COVID-19 pandemic ensuring continuity of the Board agenda and meetings together with ongoing corporate initiatives and the establishment of a COVID-19 Response Fund to support our local community in Ukraine.

For the reasons set out above, we believe Mr Genovese is the right person to Chair the Board. To provide continuity of his sound leadership we request your support to re-elect Mr Genovese at the 2021 AGM.

SPECIAL BUSINESS

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

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Ferrexpo plc Notice of Annual General Meeting 2021

Resolution 14: Directors' authority to allot shares

At the 2020 AGM held on 28 May 2020, 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, 27 August 2022. 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 12 April 2021, 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 12 April 2021 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, 27 August 2022).

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 2020 AGM. 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.

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 share 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, other than options granted under the Company's employee shares schemes 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 clear days, unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. Annual General Meetings must always be held on at least 21 clear days' notice. At the 2020 AGM, shareholders authorised the calling of general meetings (other than annual general meetings) on a minimum of 14 clear 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 clear days' notice. The flexibility afforded by this resolution will be used where, taking the circumstances into account, the Directors consider this to be appropriate in relation to the business to be considered at the meeting and in the interests of the Company and shareholders as a whole.

Directors standing for election or re-election

Skills, experience, contribution and committee membership

(A=Audit Committee, H=Health, Safety, Environment & Community Committee (formerly CSR Committee), I=Committee of Independent Directors, N=Nominations Committee, R=Remuneration Committee)

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Ferrexpo plc Notice of Annual General Meeting 2021

Explanatory notes to the resolutions

continued

Graeme Dacomb Independent Non-executive Director (A, I, R)

Qualifications: Chartered Accountant
Appointed: 10 June 2019

Skills, experience and contribution

Graeme contributes to Ferrexpo plc over 42 years' experience of which he was a partner at Ernst & Young ("EY") for 26 years where, for his last 12 years, he was a lead partner in the extractive industry, responsible for coordinating the provision of a full suite of services to multinational mining and oil and gas clients including Xstrata, Fresnillo, and BP across a broad range of countries including emerging markets. In addition to audit services, he provided critical advice for his clients on corporate governance structures, risk management, acquisitions, disposals and financial systems and controls.

Graeme brings extensive knowledge of the extractive industry and his financial expertise gained as lead audit partner provides a solid foundation for his role as Chair of the Audit Committee. He also brings an invaluable perspective and insights from his extensive international career.

Current external appointments

Currently, he serves as a Non-executive director of Anglo Pacific plc, since 2019.

Former external appointments

Previously, he was a Member of the Financial Reporting Review Panel from 2011–2018 and an audit partner of Ernst & Young LLP for 26 years.

Committee membership

Graeme is the Chair of the Audit Committee, where he acts as its Financial Expert and a member of the Remuneration Committee and the Committee of Independent Directors.

Lucio Genovese Non-executive Chair (N)

Qualifications: Chartered Accountant
Appointed: 12 February 2019 (as Non-independent Non-executive Director); 24 August 2020 (as Chair)

Skills, experience and contribution

Lucio contributes to Ferrexpo plc over 30 years' commercial experience in the metals and mining industry. He worked at Glencore International AG where he held several senior positions including the CEO of the CIS region.

Lucio brings a deep knowledge across the Ferrous and Non-Ferrous Mining sector, including in iron ore. He has extensive experience of operating in emerging markets, specifically in Russia and the CIS states. As a previous Board member (from 2007 to 2014) and as a Board member of Ferrexpo AG, Lucio has in-depth knowledge of the Group which is extremely valuable to the Company at a Board level.

Current external appointments

Currently, he serves as Chief Executive Officer of Nage Capital Management AG, a Swiss based investment and advisory firm since 2004; Non-executive director of Mantos Copper SA since September 2015; Ferrexpo AG since 2011 and Nevada Copper Inc since 2016.

Former external appointments

Previously, he was chair of Firestone Diamonds Plc, 2012–2020; Independent Non-executive Director of Ferrexpo plc, 2007–2014; Independent Non-executive director of Ferrous Resources Limited, 2014–2019; Investment officer of InCentive Asset Management, 2000–2003; Senior executive officer, Copper Division, Glencore International, 1996–1999 and Chief executive officer, CIS Operations, Glencore International, 1992–1998.

Committee membership

Lucio is the Chair of the Nominations Committee.

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

Non-executive Director designate for workforce engagement

Qualifications: PhD in Economics
Appointed: 28 November 2016

Skills, experience and contribution

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.

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Ferrexpo plc Notice of Annual General Meeting 2021

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.

Workforce engagement

Vitalii was appointed Non-executive Director designate 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 Vitalii has agreed to take on this role.

Current external appointments

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 as a Non-executive alternate director, Black Sea Trade and Development Bank (Greece) since 2014.

Former external appointments

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. He also was an Associate Professor of Finance at the Kyiv State Economic University.

Committee membership

Vitalii is the Chair of the Committee of Independent Directors and a member of the Audit and Remuneration Committees. He was appointed Senior Independent Director on 19 August 2019.

Ann-Christin Andersen, Independent Non-executive Director (H, I, N, R)

Qualifications: Bachelor of Engineering, MBA

Appointed: 1 March 2021

Skills, experience and contribution

Ann-Christin contributes to Ferrexpo plc more than 30 years’ experience in the oil and gas industry. She brings wealth of resource-based industrial experience in both mature and emerging markets together with real life experience on how to orchestrate business transformation. In addition to experience on how to implement a culture of safety in a high-risk industry, she brings knowledge of stepping-up automation to become smarter, better, faster whilst driving digital transformation for business value.

Current external appointments

Since 2020, Ann-Christin has served as chair of the board of Glitre Energi AS, having been appointed as a director in 2015. She is a non-executive director of Maersk Drilling since 2020 and has been a non-executive director of Rotork Plc since 2018.

Former external appointments

Previously, she has combined her executive career in the oil and gas industry with several board assignments. She was a Non-executive director of Veidekke ASA, 2012–2018; a Non-executive director of Ocean Space Centre, 2015–2018; a Board member of OG21, 2003–2012; and Chair of the Board of Søndre Buskerud Alarmsentral, 2004–2010.

Committee membership

With effect from May 2021, Ann-Christin will be a member of the Remuneration, Committee of Independent Directors, the Health, Safety, Environment and Community (formerly the CSR Committee) and Nominations Committees.

Fiona MacAulay Independent Non-executive Director (A, H, I, N, R)

Qualifications: Chartered Geologist

Appointed: 12 August 2019

Skills, experience and contribution

Fiona contributes to Ferrexpo plc over 35 years’ experience in the upstream oil and gas sector including key roles in a number of leading oil and gas firms across the large, mid and small cap space including Mobil, BG Group, Amerada Hess and Rockhopper.

Fiona brings a strong focus on health, safety, climate change and culture with a deep understanding of the factors influencing the management for safe, efficient and commercial operations which is crucial to her role as Chair of the HSEC Committee. Fiona brings extensive operational experience in emerging energy which enables her to bring positive insight on a broad range of issues to Board and Committee discussions.

Current external appointments

Currently, she serves as a Non-executive Director of Chemring Group plc since 2020; and Non-executive Director of AIM listed Coro Energy since 2017; and Non-executive Director of AIM listed Independent Oil & Gas plc since 2018 where she serves as chair.

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Ferrexpo plc Notice of Annual General Meeting 2021

Explanatory notes to the resolutions

continued

Former external appointments

Previously, she was a member of Exploration Advisory Board of Cairn India Ltd, 2019–2020; Chief executive officer of Echo Energy plc, 2017–2018 and a Non-executive director 2018–2019 and Chief operating officer of Rockhopper Exploration plc, 2013–2017.

Committee membership

Fiona is the Chair of the Remuneration Committee and a member of the Audit, Committee of Independent Directors and Nominations Committees. Fiona was appointed the Chair of the Health, Safety, Environment and Community Committee (formerly the CSR Committee) on 13 February 2020.

Jim North, Acting Chief Executive Officer (H)

Qualifications: Bachelor of Business and MBA

Appointed: 28 May 2020 Acting Chief Executive Officer and Executive Director 5 July 2021.

Skills, experience and contribution

Jim joined the Company in November 2014 and since then he has successfully managed our operations, enhancing operating efficiency by introducing world class operating practices. Over the past five years, Jim has developed the strategic organic growth programme to expand and increase production through incremental brownfield expansions to FPM processing facilities significantly reducing the capital intensity required.

Jim is a capable Executive Director. He brings multiple commodity experience across the resources value chain and extensive experience to bear managing the Company.

Current external appointments

None.

Former external appointments

Previously, Jim was Chief Operating Officer of London Mining PLC, where he was accountable for setting the company's operational and investment strategy around the world. He has wide-ranging operational mining experience at a senior level with Rio Tinto, BHP Billiton and Mount Isa Mines in Africa, South America and Australia covering commodities including iron ore, coal, base metals and aluminium.

Committee membership

Jim is a member of the Health, Safety, Environment and Community Committee (formerly the CSR Committee).

Kostyantin Zhevago, Non-independent Non-executive Director

Qualifications: Degree in International Economics

Appointed: 14 June 2007 Non-executive Director; 1 November 2008–25 October 2019 served as Chief Executive Officer; 25 October 2019 as Non-independent Non-executive Director.

Skills, experience and contribution

Kostyantin contributes to Ferrexpo plc over 30 years’ substantial management and investment experience gained during his business career in Ukraine.

He brings significant experience in areas such as mining operations, sales and marketing and government relations, and has a detailed understanding of the Ukrainian business, economic and political landscape, which is very valuable to the Group. He has a deep working knowledge of the Group, having previously acted as Chief Executive Officer for 11 years, which he is able to contribute to Board decision making. Kostyantin also has strong relationships with a number of key stakeholders of the Group, developed during his time at Ferrexpo plc.

Current external appointments

None.

Former external appointments

Kostyantin has substantial management and investment experience gained over a 30-year business career in Ukraine.

Committee membership

Kostyantin was a member of the Health, Safety, Environment and Community Committee (formerly the CSR Committee) until 13 February 2020.

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Ferrexpo plc Notice of Annual General Meeting 2021

Notes to the Notice of AGM

See important notes in the Letter from the Chair relating to the impact of COVID-19 on this year's Annual General Meeting.

Dividend

1. The Directors are proposing a dividend payment of 13.2 US cents per Ordinary Share, payable on 1 July 2021 to shareholders on the register of members as at 18 June 2021. 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 18 June 2021.

2. 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 18 June 2021. This arrangement is only available in respect of dividends paid in UK pounds sterling.

3. 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 States, you should consult an appropriate professional adviser.

Proxies

1. A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, speak and vote at the Annual General Meeting on his behalf. A proxy need not be a shareholder of the Company but must attend the Annual General Meeting to represent you. Your proxy could be the Chair, 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 10.00am on Tuesday 25 May 2021. 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 10.00am on Tuesday 25 May 2021. CREST members should use the instructions for electronic proxy appointment through CREST set out below.

2. 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.

3. Appointment of a proxy does not preclude you from attending and voting in person.

4. 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).

5. 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 Tuesday 25 May 2021 (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 Director's service contract 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 9.30am 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.

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Ferrexpo plc Notice of Annual General Meeting 2021

Notes to the Notice of AGM

continued

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 10.00am on Tuesday 25 May 2021. 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. For those persons attending the meeting electronically, details on voting are set out on pages 15 to 17 of this document. 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

1. Shareholders satisfying the thresholds in section 527 of the 2006 Act can require the Company to publish a statement on its website setting out any matter relating to (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; or (b) any circumstances connected with the auditor of the Company ceasing to hold office since the last Annual General Meeting that the members propose to raise at the meeting. The Company may not require the members requesting the publication to pay its expenses. Any such statement placed on the website must also be sent to the Company's auditors no later than the time at which it is placed on the website. The business to be dealt with at the 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 12 April 2021 (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 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.

2. 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.

3. Euroclear UK and Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations therefore apply in relation to the input of CREST proxy instructions. CREST members (or appointee members) are responsible for taking (or arranging for their CREST sponsor or voting service provider to take) any necessary action to ensure that a message is transmitted by means of the CREST system by any particular time. CREST members and CREST sponsors and voting service providers are referred to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

4. 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 e-mail to the Company Secretariat: AGM2021@ferrexpo.com; ii) by writing to the Company Secretary at the registered office address; or iii) 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.

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Ferrexpo plc Notice of Annual General Meeting 2021

User guide to joining the Ferrexpo 2021 Annual General Meeting remotely

Electronic Meeting

For the 2021 AGM, 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 AGM website, https://web.lumiagm.com.

Accessing the AGM Website

Lumi AGM 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 AGM using this method, please go to https://web.lumiagm.com on the day.

Logging In

On accessing the AGM website, you will be asked to enter a Meeting ID which is 175-111-696.

You will then be prompted to enter your unique 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 9.00am on 27 May 2021; however, please note that your ability to vote will not be enabled until the Chair formally declares the poll open.

Broadcast

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 resolutions to be put forward to the meeting. These slides will progress automatically as the meeting progresses.

Voting

Once the Chair has formally opened the meeting, they will explain the voting procedure. Voting will be enabled on all resolutions 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 any or all the resolutions in the Notice of Meeting, resolutions will not be put forward separately.

Once the resolutions have been proposed, the list of resolutions 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, simple 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

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 Annual 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.

Requirements

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.

Duly appointed proxies and corporate representations

Please contact the Company's registrar before 10.00am on 26 May 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 & Wales).

15

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Ferrexpo plc Notice of Annual General Meeting 2021

User guide to joining the Ferrexpo 2021 Annual General Meeting remotely

continued

Meeting ID: 175-111-696 | To login you must have your SRN and PIN

Step 1

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.

• 9.00am on 27 May 2021.

Step 2

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

Step 3

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

Step 4

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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Ferrexpo plc Notice of Annual General Meeting 2021

Step 5

When the Chair declares the poll open, a list of all resolutions and voting choices will appear on your device.

Scroll through the list to view all resolutions.

Step 7

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.

Step 6

For each resolution, press the choice corresponding with the way in which you wish to vote.

When selected, a confirmation message will appear.

For – Vote received

Step 8

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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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 2866

Lines are open 9.00am to 5.00pm, Monday to Friday.

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

Email: www.equiniti.com

Shareholder enquiries 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

Thursday 27 May 2021 at 10.00am.

Address:

55 St James's Street

London SW1A 1LA

Telephone: 020 7389 8300

FERREXPO

FERREXPO PLC

55 ST JAMES'S STREET, LONDON SW1A 1LA

T +44 (0)20 7389 8300