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Ferrexpo PLC

Proxy Solicitation & Information Statement Aug 11, 2025

5218_agm-r_2025-08-11_7d5dc212-d5a7-463c-b29d-549a65f2ca4d.pdf

Proxy Solicitation & Information Statement

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General Meeting of Ferrexpo plc (the "Company") to be held at 11.00 am on Thursday, 11 September 2025 at the offices of Herbert Smith Freehills Kramer LLP, Exchange House, Primrose Street, London, EC2A 2EG and any adjournment thereof.

Please read the Notice of the Meeting and the accompanying notes carefully before completing this form of proxy.

Shareholder Reference Number

You can submit your proxy instructions at www.shareview.co.uk using the above Shareholder Reference Number.

Please mark this box with an "X" if this proxy appointment is one of multiple appointments being made (see note (f) overleaf).

I/We being (a) holder(s) of Ordinary Shares of the Company, hereby appoint the Chair of the meeting or ............................................

............................................................................................ (see note (b) overleaf) as my/our proxy in respect of ...................................... shares (see note (c) overleaf) to vote for me/us on my/our behalf at the General Meeting to be held at 11.00 am on Thursday, 11 September 2025 at the offices of Herbert Smith Freehills Kramer LLP, Exchange House, Primrose Street, London, EC2A 2EG and at any adjournment thereof.

I/We direct my/our proxy to vote on the following resolution as I/we have indicated by marking the appropriate box with an "X". If no indication is given, my/our proxy will vote or abstain from voting at their discretion and I/we authorise my/our proxy to vote (or abstain from voting) as they think fit in relation to any other matter (including amendments to resolutions and any procedural business) which is put before the meeting.

Ordinary Resolution For Against

  1. To re-elect Vitalii Lisovenko as a Director
Signature (please sign above) Date
Any one joint holder may sign (see note (d) overleaf)
Signature (please sign above) Date

Vote withheld

Notes:

  • (a) Every shareholder has the right to appoint a proxy to exercise all or any of the shareholder's rights to attend, speak and vote at the meeting. Please indicate how you wish your proxy to vote by marking the appropriate boxes with an "X". If you do not indicate how you wish to vote, the proxy will vote or abstain from voting, as they think fit, on the specified resolution and on any other business (including adjournments and amendments to the resolution) which may properly come before the meeting.
  • (b) If you wish to appoint a proxy other than the Chair please strike out the words "the Chair of the meeting" and insert the name of the proxy desired in the space provided and initial the alteration. Such other proxy need not be a member of the Company, but must attend the meeting in person to represent the member appointing them. If you sign and return this proxy form with no name inserted in the box, the Chair of the meeting will be deemed to be your proxy.
  • (c) Please insert the number of shares to which the form of proxy applies. Where a form of proxy does not state the number of shares to which it applies (a "blank proxy") then, subject to the principles in note (f) where more than one proxy is appointed, the proxy is deemed to have been appointed in relation to the total number of shares registered in the name of the appointing shareholder (or, if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
  • (d) In the case of joint holders, only one needs to sign. If more than one joint holder votes, only the appointment submitted by the most senior holder will be accepted. For this purpose, seniority will be determined by the order in which the holders' names appear in the register of shareholders.
  • (e) In the case of a corporation, the proxy must be executed under its common seal or signed by a duly authorised officer, representative or attorney whose capacity must be stated. In the case of an individual, the proxy must be signed by the appointor or by their agent duly authorised in writing.
  • (f) You may appoint more than one proxy to attend, speak and vote provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy each proxy must be appointed on a separate form of proxy. Please contact the Company's registrars, Equiniti by telephoning +44 (0)371 384 2866 to obtain an additional form, or you may photocopy this form. Lines are open 8.30 am to 5.30 pm Monday to Friday except on public holidays. Please also indicate, by marking the box provided, if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
  • (g) This form of proxy, to be valid, must be duly completed and signed and must be lodged with the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than 48 hours before the time of the meeting or adjourned meeting, together with the authority (if any) under which it is signed or a certified copy of such authority. Alternatively, you can register your proxy appointment and voting instructions by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information.
  • (h) Lodgement of a proxy will not preclude any shareholder from attending and voting at the meeting.
  • (i) If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
  • (j) Any alteration made to this form of proxy must be initialled by the person who signs it.
  • (k) CREST members who wish to appoint one or more proxies by using the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and should also refer to the notes to the Notice of Meeting.
  • (l) Institutional investors may be able to appoint a proxy electronically via the Proxymity platform in accordance with the procedures set out in the Notice of Meeting.
  • (m) The "Vote Withheld" option is provided to enable you to instruct your proxy to abstain from voting on a particular resolution. A "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" or "Against" a resolution but will be counted to establish if a quorum is present.
  • (n) For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the Notice of Meeting.
  • (o) You may not use any electronic address provided in this form of proxy to communicate with the Company for any purposes other than those expressly stated.

Director subject to re-election – Role and Responsibilities

(1) Vitalii Lisovenko is an Independent Non-executive Director, is Chair of the Committee of Independent Directors and a member of the Audit, Nominations and Remuneration Committees. He is also Non-executive Director designate for workforce engagement.

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