27 May 2021 15:00
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 withheld1 | |||
Resolution | No. of votes | % of votes cast2 | No. of votes | % of votes cast2 | 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: |
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Rob Simmons | r.simmons@ferrexpo.ch | +44 207 389 8305 |
Tavistock: |
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Jos Simson Gareth Tredway Annabel de Morgan
| 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.
Ferrexpo (FXPO)