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Ferrexpo plc held its Annual General Meeting on May 23, 2024, where shareholders voted on various resolutions. Resolutions 13 and 14, granting directors authority to allot shares and to disapply pre-emption rights, were not passed, receiving 69.70% and 69.54% of votes against, respectively. Additionally, the re-election of Vitalii Lisovenko as an independent director was not approved by a majority of independent shareholders (52.86% against), with the Company intending to hold a second vote for his re-appointment within 90 to 120 days.
| Date | 23 May 2024 |
| Time | 12:55:00 |
| Category | AGMs and other meetings |
| ID | 6974P |
23 May 2024
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, 23 May 2024, 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 election or re-election of Fiona MacAulay, Stuart Brown, Vitalii Lisovenko and Natalie Polischuk and the results of that separate count 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 2023 Report and Accounts |
430,425,645 |
99.98 |
86,028 |
0.02 |
430,511,673 |
485,040 |
|
|
2. To approve the Remuneration Report (apart from the remuneration policy) |
421,094,924 |
97.71 |
9,868,618 |
2.29 |
430,963,542 |
33,171 |
|
|
3. To approve the Remuneration Policy |
426,640,702 |
99.00 |
4,318,635 |
1.00 |
430,959,337 |
37,376 |
|
|
4. To re-appoint MHA MacIntyre Hudson as the Company's auditors |
430,819,275 |
99.97 |
138,449 |
0.03 |
430,957,724 |
38,989 |
|
|
5. To authorise the Audit Committee to determine the auditors remuneration |
430,834,727 |
99.97 |
124,405 |
0.03 |
430,959,132 |
37,581 |
|
|
6. To elect Stuart Brown as a director |
All |
430,645,739 |
99.93 |
297,809 |
0.07 |
430,943,548 |
53,165 |
| Independent |
135,652,053 |
99.78 |
297,809 |
0.22 |
135,949,862 |
53,165 |
|
|
7. To elect Nikolay Kladiev as a director |
429,057,516 |
99.56 |
1,898,602 |
0.44 |
430,956,118 |
40,595 |
|
|
8. To re-elect Lucio Genovese as a director |
378,502,260 |
88.20 |
50,651,675 |
11.80 |
429,153,935 |
1,842,778 |
|
|
9. To re-elect Vitalii Lisovenko as a director |
All |
358,284,529 |
83.47 |
70,968,061 |
16.53 |
429,252,590 |
1,744,123 |
| Independent |
63,290,843 |
47.14 |
70,968,061 |
52.86 |
134,258,904 |
1,744,123 |
|
|
10. To re-elect Fiona MacAulay as a director |
All |
419,818,254 |
97.44 |
11,020,128 |
2.56 |
430,838,382 |
158,331 |
| Independent |
124,824,568 |
91.89 |
11,020,128 |
8.11 |
135,844,696 |
158,331 |
|
|
11. To re-elect Natalie Polischuk |
All |
430,050,977 |
99.79 |
895,273 |
0.21 |
430,946,250 |
50,463 |
|
Independent |
135,057,291 |
99.34 |
895,273 |
0.66 |
135,952,564 |
50,463 |
|
|
12. To amend the Ferrexpo Long Term Incentive Plan |
426,733,753 |
99.06 |
4,061,331 |
0.94 |
430,795,084 |
201,629 |
|
|
13. To grant the directors' authority to allot shares |
130,598,859 |
30.30 |
300,383,082 |
69.70 |
430,981,941 |
14,772 |
|
|
14. To grant the directors' authority to disapply pre-emption rights |
131,257,190 |
30.46 |
299,696,741 |
69.54 |
430,953,931 |
42,782 |
|
|
15. To renew the authority for the Company to make market purchases of its own shares |
424,988,285 |
98.68 |
5,676,879 |
1.32 |
430,665,164 |
331,549 |
|
|
16. To adopt the new articles of association of the Company |
430,809,119 |
99.97 |
109,054 |
0.03 |
430,918,173 |
78,540 |
|
|
17. To approve a 14 clear days' notice period for a general meeting other than an AGM |
428,139,458 |
99.34 |
2,844,672 |
0.66 |
430,984,130 |
12,583 |
|
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 the resolutions to grant the directors authority to allot shares and to grant the directors authority 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 six 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 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:
Ferrexpo:
Nick Bias [email protected] +44 (0)20 7389 8305
+44 (0)7733 177 831
Tavistock:
Jos Simson [email protected] +44 (0)20 7920 3150
Gareth Tredway +44 (0)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. Before Russia's invasion of Ukraine in February 2022, the Group was the world's third largest exporter of pellets to the global steel industry. The Group has a customer base comprising of premium steel mills around the world. For further information, please visit www.ferrexpo.com.