Results of Annual General Meeting

RNS Number : 0857A

Ferrexpo PLC

27 May 2021

 

27 May 2021       

Ferrexpo plc

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

Results of Annual General Meeting

The results of voting at Ferrexpo's Annual General Meeting ("AGM") held today, 27 May 2021, are summarised below.  All Resolutions 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 and the election of Ann-Christin Andersen and are set out below.

Voting Results

	For/Discretion			Against		Total votes cast	Votes withheld 1
Resolution	No. of votes		% of votes cast 2	No. of votes	% of votes cast 2	No. of votes	No. of votes
1.  To receive the 2020 Report and Accounts.	508,153,398		99.99	72,749	0.01	508,226,147	402,823
2.  To approve the Remuneration Report (apart from the remuneration policy)	497,519,620		97.83	11,033,948	2.17	508,553,568	75,402
3.  To approve the directors' Remuneration Policy	498,762,406		98.06	9,843,042	1.94	508,605,448	23,522
4.  To approve the 13.2 US cents final dividend	508,544,135		99.99	72,904	0.01	508,617,039	11,931
5.  To re-appoint MHA MacIntyre Hudson as the Company's auditors	508,596,563		100.00	14,184	0.00	508,610,747	18,223
6.  To authorise the Audit Committee to determine the auditors remuneration	508,604,917		100.00	9,922	0.00	508,614,839	14,131
7.  To elect Ann-Christin Andersen as a director	All	508,290,883	99.94	307,648	0.06	508,598,531	30,439
	Independent	212,212,939	99.86	307,648	0.14	212,520,587	30,439
8.  To re-elect Graeme Dacomb as a director	All	508,018,169	99.89	578,362	0.11	508,596,531	32,439
	Independent	211,940,225	99.73	578,362	0.27	212,518,587	32,439
9.  To re-elect Lucio Genovese as a director	406,769,840		79.98	101,828,691	20.02	508,598,531	30,439
10. To re-elect Vitalii Lisovenko as a director	All	392,795,440	77.23	115,801,091	22.77	508,596,531	32,439
	Independent	96,717,496	45.51	115,801,091	54.49	212,518,587	32,439
11. To re-elect Fiona MacAulay as a director	All	477,658,547	93.92	30,939,984	6.08	508,598,531	30,439
	Independent	181,580,603	85.44	30,939,984	14.56	212,520,587	30,439
12. To re-elect Kostyantin Zhevago as a director	365,934,784		73.93	129,055,763	26.07	494,990,547	13,638,423
13. To elect Jim North as a director	507,182,101		99.72	1,416,430	0.28	508,598,531	30,439
14. To authorise the directors to allot shares	507,299,831		99.74	1,299,857	0.26	508,599,688	29,282
15. To empower the directors to disapply pre-emption rights	507,288,679		99.74	1,318,189	0.26	508,606,868	22,102
16. To authorise the Company to make market purchases of its own shares	501,317,545		98.83	5,912,936	1.17	507,230,481	1,398,489
17. To approve a 14 clear days' notice period for a general meeting other than an AGM	500,780,813		98.46	7,836,226	1.54	508,617,039	11,931

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

The Board of Ferrexpo notes that there were a significant proportion (more than 20%) of votes cast against resolutions to re-elect three of our Company directors.

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 6 months of today's AGM.

As the re-appointment of Vitalii Lisovenko, as one of the Independent Non-executive Directors, did not receive the requisite votes required for re-appointment by a majority of the independent shareholders, the Company may, in accordance with the UK Listing Rules, put the matter to a second vote of all shareholders to be held between 90 and 120 days after the AGM.  Pending the second vote, Mr Lisovenko shall remain a member of the Board of Ferrexpo for the period from the date of the AGM until the earlier of (a) the conclusion of any second vote, (b) the date 120 days after the AGM and (c) the date of any announcement by the Board that it does not intend to hold a second vote.  If Mr Lisovenko's re-election is approved by a majority vote of all shareholders at the second vote, he will then be re-elected until the next AGM.

The Board currently intends to hold a second vote for the re-appointment of Mr Lisovenko as the Directors believe his expertise and contribution as a director is important for the Company. Further announcements will be made in due course.

Further Disclosures

As at the date of the AGM, 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 the date of the AGM 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	[e-mail]	[phone]
Tavistock:
Jos Simson Gareth Tredway Annabel de Morgan	[e-mail]	[phone] [phone]

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 3^rd 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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