Last checked at 15 Jun 2022 12:50
15 June 2022
Ferrexpo plc
("Ferrexpo", "the Company" or the "Group")
Results of Annual General Meeting and General Meeting
The results of voting at Ferrexpo's Annual General Meeting ("AGM") and a General Meeting ("GM") of the Company both held today, 15 June 2022, are set out below. All Resolutions at the AGM and the GM 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, Ann-Christin Andersen and the election of Natalie Polischuk and the results of that separate count are set out below.
Voting Results of AGM
All ordinary and special resolutions were passed:
| 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 2021 Report and Accounts. | 495,997,416 | 100.00 | 1,117 | 0.00 | 495,998,533 | 321,518 |
2. To approve the Remuneration Report (apart from the remuneration policy) | 492,319,964 | 99.20 | 3,994,530 | 0.80 | 496,314,494 | 5,557 |
3. To approve the 6.6 US cents final dividend | 496,284,144 | 99.99 | 35,563 | 0.01 | 496,319,707 | 344 |
4. To re-appoint MHA MacIntyre Hudson as the Company's auditors | 496,086,139 | 99.96 | 194,713 | 0.04 | 496,280,852 | 39,199 |
5. To authorise the Audit Committee to determine the auditors remuneration | 496,268,271 | 99.99 | 48,842 | 0.01 | 496,317,113 | 2,938 |
6. To re-elect Ann-Christin Andersen as a director | 448,897,871 | 90.46 | 47,346,709 | 9.54 | 496,244,580 | 75,471 |
152,819,927 | 76.35 | 47,346,709 | 23.65 | 200,166,636 | 75,471 | |
7. To re-elect Graeme Dacomb as a director | 486,648,519 | 98.06 | 9,649,141 | 1.94 | 496,297,660 | 22,391 |
190,570,575 | 95.18 | 9,649,141 | 4.82 | 200,219,716 | 22,391 | |
8. To re-elect Lucio Genovese as a director | 405,262,105 | 81.66 | 91,035,555 | 18.34 | 496,297,660 | 22,391 |
9. To re-elect Vitalii Lisovenko as a director | 405,926,051 | 81.79 | 90,371,609 | 18.21 | 496,297,660 | 22,391 |
109,848,107 | 54.86 | 90,371,609 | 45.14 | 200,219,716 | 22,391 | |
10. To re-elect Fiona MacAulay as a director | 448,996,025 | 90.47 | 47,301,635 | 9.53 | 496,297,660 | 22,391 |
152,918,081 | 76.38 | 47,301,635 | 23.62 | 200,219,716 | 22,391 | |
11. To elect Natalie Polischuk
| 495,752,422 | 99.89 | 542,038 | 0.11 | 496,294,460 | 25,591 |
199,674,478 | 99.73 | 542,038 | 0.27 | 200,216,516 | 25,591 | |
12. To re-elect Kostyantin Zhevago as a director | 314,137,679 | 63.59 | 179,890,562 | 36.41 | 494,028,241 | 2,291,810 |
13. To elect Jim North as a director | 493,564,729 | 99.45 | 2,732,931 | 0.55 | 496,297,660 | 22,391 |
14. To authorise the directors to allot shares | 492,346,117 | 99.21 | 3,938,007 | 0.79 | 496,284,124 | 35,927 |
15. To empower the directors to disapply pre-emption rights | 492,644,002 | 99.26 | 3,648,517 | 0.74 | 496,292,519 | 27,532 |
16. To authorise the Company to make market purchases of its own shares | 489,884,922 | 98.92 | 5,358,079 | 1.08 | 495,243,001 | 1,077,050 |
17. To approve a 14 clear days' notice period for a general meeting other than an AGM | 492,443,944 | 99.22 | 3,875,572 | 0.78 | 496,319,516 | 535 |
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
Although all the resolutions were passed, the Board of Ferrexpo notes that there were a significant proportion (more than 20%) of votes cast against resolutions to re-elect four of our directors based on the outcome of either the votes of all shareholders or the votes of independent shareholders.
The Board believes that all these directors bring considerable experience and expertise to the Board. 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 six months of today's AGM. In particular, the Board understands that certain of these voting outcomes arose due to a shareholder expressing concerns regarding the number of directorships that certain directors hold. The Board is comfortable that each of the directors is able to devote sufficient time to their roles.
Voting Results of GM
The Special Resolution was passed:
| 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. Authorise the appropriations of distributable profits of the Company to the payment of the Relevant Distributions (as defined in the Notice of General Meeting), each by reference to the same record date as the original accounting entry for the Relevant Distribution; waive and release any and all claims which the Company has or may have against each of its shareholders who appeared on the register of shareholders on the relevant record date for the Relevant Distributions arising out of or in connection with the payment of the Relevant Distribution; and waive and release any and all claims which the Company has or may have against each of its directors and former directors arising out of or in connection with the approval, declaration or payment of the Relevant Distributions. | 197,686,143 | 99.99 | 22,724 | 0.01 | 197,708,867 | 3,775 |
Further Disclosures
As at 15 June 2022, 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 15 June 2022 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 | r.simmons@ferrexpo.ch | +44 207 389 8305 |
Tavistock: | ||
Jos Simson Gareth Tredway
| ferrexpo@tavistock.co.uk | +44 207 920 3150 +44 7785 974 264 |
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 3rd 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.