Last checked at 19 May 2016 15:30
FERREXPO plc
("Ferrexpo" or the "Group")
Results of AGM
The results of voting at Ferrexpo's annual general meeting held today, 19 May 2016, are summarised below. All Resolutions were voted by way of a poll.
Five of the Independent Directors, being Oliver Baring, Wolfram Kuoni, Ihor Mitiukov, Bert Nacken and Mary Reilly, did not receive the requisite votes required for re-appointment by independent shareholders.
As stated in the Company's AGM Notice and under Listing Rule 9.2.2.F, if a resolution to re-elect an Independent Director is not passed by both a majority of 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 a majority of all shareholders (including the majority shareholder), the Company may put the matter to a second vote of all shareholders 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 to the Board of Ferrexpo 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. (For clarification, the Chairman is not subject to this requirement.)
The Board currently intends, once it has consulted shareholders, to hold a second vote for the re-appointment of Mary Reilly and Bert Nacken, who were appointed to the Board in May 2015 and August 2014 respectively, and to vote for the re-appointment of Oliver Baring, Wolfram Kuoni and Ihor Mitiukov if successors have not yet been found for them by that time. This is in line with the ongoing Board succession programme as stated on page 18 of the 2015 Annual Report which proposes to replace directors after the ninth anniversary of their original appointment as they will no longer be regarded as independent. Further announcements will be made in due course.
For/Discretion | Against | Total votes cast | Votes withheld1 | ||||
Resolution | No. of votes | % of votes cast2 | No. of votes | % of votes cast2 | No. of votes | No. of votes | |
1. To receive the 2015 Report and Accounts | 341,247,864 | 70.81 | 140,683,077 | 29.19 | 481,930,941 | 1,463,280 | |
2. To approve the Remuneration Report (apart from the remuneration policy) | 341,161,235 | 70.81 | 140,663,995 | 29.19 | 481,825,230 | 1,568,991 | |
3. To re-appoint Ernst & Young LLP as auditors | 341,220,385 | 99.90 | 354,504 | 0.10 | 341,574,889 | 141,819,332 | |
4. To authorise the Audit Committee to determine the auditors remuneration | 341,304,368 | 99.90 | 341,024 | 0.10 | 341,645,392 | 141,748,829 | |
5. To elect Mary Reilly as a director | All | 341,600,308 | 70.84 | 140,601,119 | 29.16 | 482,201,427 | 1,192,794 |
Independent | 45,522,364 | 24.46 | 140,601,119 | 75.54 | 186,123,483 | 1,192,794 | |
6. To elect Sir Malcolm Field as a director | All | 482,155,843 | 99.99 | 43,584 | 0.01 | 482,199,427 | 1,194,794 |
Independent | 186,077,899 | 99.98 | 43,584 | 0.02 | 186,121,483 | 1,194,794 | |
7. To elect Stephen Lucas as a director | All | 482,150,284 | 99.99 | 49,143 | 0.01 | 482,199,427 | 1,194,794 |
Independent | 186,072,340 | 99.97 | 49,143 | 0.03 | 186,121,483 | 1,194,794 | |
8. To re-elect Michael Abrahams as a director | 341,497,729 | 70.82 | 140,704,098 | 29.18 | 482,201,827 | 1,192,394 | |
9. To re-elect Oliver Baring as a director | All | 341,595,360 | 70.84 | 140,606,467 | 29.16 | 482,201,827 | 1,192,394 |
Independent | 45,517,416 | 24.46 | 140,606,467 | 75.54 | 186,123,883 | 1,192,394 | |
10. To re-elect Wolfram Kuoni as a director | All | 341,608,893 | 70.84 | 140,592,934 | 29.16 | 482,201,827 | 1,192,394 |
Independent | 45,530,949 | 24.46 | 140,592,934 | 75.54 | 186,123,883 | 1,192,394 | |
11. To re-elect Christopher Mawe as a director | 341,603,834 | 70.84 | 140,597,993 | 29.16 | 482,201,827 | 1,192,394 | |
12. To re-elect Ihor Mitiukov as a director | All | 341,608,893 | 70.84 | 140,592,934 | 29.16 | 482,201,827 | 1,192,394 |
Independent | 45,530,949 | 24.46 | 140,592,934 | 75.54 | 186,123,883 | 1,192,394 | |
13. To re-elect Bert Nacken as a director | All | 341,609,393 | 70.84 | 140,592,434 | 29.16 | 482,201,827 | 1,192,394 |
Independent | 45,531,449 | 24.46 | 140,592,434 | 75.54 | 186,123,883 | 1,192,394 | |
14. To re-elect Kostyantin Zhevago as a director | 341,603,334 | 70.84 | 140,598,493 | 29.16 | 482,201,827 | 1,192,394 | |
15. To authorise the directors to allot shares | 481,980,396 | 99.71 | 1,388,825 | 0.29 | 483,369,221 | 25,000 | |
16. To empower the directors to disapply pre-emption rights | 482,148,998 | 99.75 | 1,219,823 | 0.25 | 483,368,821 | 25,400 | |
17. To authorise the Company to make market purchases of its own shares | 482,102,447 | 99.98 | 74,380 | 0.02 | 482,176,827 | 1,217,394 | |
18. To approve a 14 clear days' notice period for a general meeting other than an AGM | 477,832,303 | 98.85 | 5,536,918 | 1.15 | 483,369,221 | 25,000 | |
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
The Board of Ferrexpo notes that there were a significant proportion of votes cast against a number of resolutions at the AGM. The Board will continue to engage with shareholders to better understand the reasons behind the vote result, and the Chairman welcomes the opportunity to discuss the outcome of the votes with any shareholder who wishes to do so.
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 www.Hemscott.com/nsm.do.
For further information contact:
Investor relations: | |
Ingrid McMahon | +44 203 705 5458
|
Press: | |
Neil Bennett / James Isola | +44 207 379 5151 |
Notes to Editors:
Ferrexpo is a Swiss headquartered iron ore company with assets in Ukraine and transport and sales operations throughout the world. It has been mining and processing high quality iron ore pellets for the global steel industry for over 35 years. Ferrexpo's resource base is one of the largest iron ore deposits in the world. The Group is currently the 3rd largest supplier of pellets to the global steel industry and the largest producer and exporter of pellets from the Former Soviet Union. In 2015, it produced 11.7 million tonnes of pellets, a 6% increase compared to 2014 and a record for the Company. Ferrexpo has a diversified customer base supplying steel mills in Austria, Germany, Japan, South Korea, China as well as other European and Asian countries. Ferrexpo is listed on the main market of the London Stock Exchange under the ticker FXPO. For further information, please visit www.ferrexpo.com