TIDMFXPO
RNS Number : 6917A
Ferrexpo PLC
25 May 2023
25 May 2023
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, 25 May 2023, 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
(excluding the Company's controlling shareholder) and a majority of
all shareholders. 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
Natalie Polischuk and the results of that separate count are set
out below.
Voting Results
For/Discretion Against Total Votes
votes withheld
cast (1)
Resolution No. of votes % of No. of % of No. of No.
votes votes votes votes of votes
cast cast
(2) (2)
-------------------------- ------- ------------ ------- ------------ ----------
1. To receive the 2022
Report and Accounts. 467,065,641 100.00 17,250 0.00 467,082,891 8,977,088
-------------------------- ------- ------------ ------- ------------ ----------
2. To approve the Remuneration
Report (apart from the
remuneration policy) 456,102,076 97.45 11,935,291 2.55 468,037,367 8,022,612
-------------------------- ------- ------------ ------- ------------ ----------
3. To re-appoint MHA
MacIntyre Hudson as
the Company's auditors 467,992,617 99.99 32,798 0.01 468,025,415 8,034,564
-------------------------- ------- ------------ ------- ------------ ----------
4. To authorise the
Audit Committee to determine
the auditors remuneration 467,986,224 99.99 48,290 0.01 468,034,514 8,025,465
-------------------------- ------- ------------ ------- ------------ ----------
5. To re-elect Graeme
Dacomb as a director All 462,379,104 98.79 5,640,084 1.21 468,019,188 8,040,791
------------ ------------ ------- ------------ ------- ------------ ----------
Independent 166,301,160 96.72 5,640,084 3.28 171,941,244 8,040,791
------------ ------------ ------- ------------ ------- ------------ ----------
6. To re-elect Lucio
Genovese as a director 399,371,518 85.33 68,647,669 14.67 468,019,187 8,040,792
-------------------------- ------- ------------ ------- ------------ ----------
7. To re-elect Vitalii
Lisovenko as a director All 383,040,879 81.73 85,624,143 18.27 468,665,022 7,394,957
------------ ------------ ------- ------------ ------- ------------ ----------
Independent 86,962,935 50.39 85,624,143 49.61 172,587,078 7,394,957
------------ ------------ ------- ------------ ------- ------------ ----------
8. To re-elect Fiona
MacAulay as a director All 459,102,133 98.09 8,919,761 1.91 468,021,894 8,038,085
------------ ------------ ------- ------------ ------- ------------ ----------
Independent 163,024,189 94.81 8,919,761 5.19 171,943,950 8,038,085
------------ ------------ ------- ------------ ------- ------------ ----------
9. To re-elect Natalie
Polischuk All 466,128,479 99.60 1,891,808 0.40 468,020,287 8,039,692
------------ ------------ ------- ------------ ------- ------------ ----------
Independent 170,050,535 98.90 1,891,808 1.10 171,942,343 8,039,692
------------ ------------ ------- ------------ ------- ------------ ----------
10. Withdrawn
-------------------------- ------- ------------ ------- ------------ ----------
11. To authorise the
directors to allot shares 163,669,958 34.97 304,356,706 65.03 468,026,664 8,033,315
-------------------------- ------- ------------ ------- ------------ ----------
12. To empower the directors
to disapply pre-emption
rights 164,861,032 35.23 303,156,691 64.77 468,017,723 8,042,256
-------------------------- ------- ------------ ------- ------------ ----------
13. To authorise the
Company to make market
purchases of its own
shares 461,908,424 98.94 4,948,517 1.06 466,856,941 9,203,038
-------------------------- ------- ------------ ------- ------------ ----------
14. To approve a 14
clear days' notice period
for a general meeting
other than an AGM 463,809,957 99.09 4,240,960 0.91 468,050,917 8,009,062
-------------------------- ------- ------------ ------- ------------ ----------
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
Committee changes
The Board has elected to appoint Independent Non-executive
Director Natalie Polischuk as Chair of the Group's Health, Safety,
Environment and Community ("HSEC") Committee, in place of
Ann-Christin Andersen who did not stand for re-election at the AGM.
In addition, Greg Nortje, Group Chief Human Resources Officer, has
been appointed as a member of the HSEC Committee, in place of Jim
North, Chief Executive Officer. The changes are effective as of
today.
Significant Votes Against Resolutions
The Board of Ferrexpo notes that there were a significant
proportion (more than 20%) of votes cast against the resolutions to
authorise the directors to allot shares and to empower the
directors to disapply pre-emption rights, and ultimately these
resolutions did not pass. The Board of Ferrexpo understands that
this voting outcome was primarily as a result of the Company's
largest shareholder not wanting to incur further dilution to its
voting interest in the Company. There were also a significant
proportion (more than 20%) of votes cast against the re-election of
one of our Company directors based on the outcome of the votes of
the independent shareholders.
The Board will consult and engage with 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.
Further Disclosures
As at the date of the AGM, the Company's issued share capital
(excluding treasury shares) consisted of 598,137,142 Ordinary
Shares carrying one vote each. Therefore, the total number of
voting rights as at the date of the AGM was 598,137,142.
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:
Tavistock:
Jos Simson
Emily Moss +44 207 920 3150
Gareth Tredway ferrexpo@tavistock.co.uk +44 7785 974 264
Notes to Editors:
Ferrexpo is a Swiss headquartered iron ore company with assets
in Ukraine and a premium listing on the London Stock Exchange in
the FTSE 250 index (ticker FXPO). The Group produces high grade
iron ore pellets, which are a premium product for the global steel
industry and enable reduced carbon emissions and increased
productivity for steelmakers when the Group's iron ore pellets are
converted into steel, compared to more commonly traded forms of
iron ore. Ferrexpo's operations have been supplying the global
steel industry for over 50 years, and in 2022 the Group produced
6.1 million tonnes of iron ore pellets, despite the war in Ukraine.
Historically, Ferrexpo has been the world's third largest exporter
of pellets to the global steel industry, recently having a market
share of approximately 9% in 2021. The Group has a global customer
base comprising of premium steel mills around the world, which
includes steel mills in Austria, Germany, Japan, South Korea,
Taiwan, China, Slovakia, the Czech Republic, Turkey, Vietnam and
America. For further information, please visit www.ferrexpo.com
.
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