TIDMFXPO
RNS Number : 2616O
Ferrexpo PLC
28 May 2020
FERREXPO plc
("Ferrexpo" or the "Company" or the "Group")
Ferrexpo 2020 AGM Statement, Results of AGM and Board Change
The Company is releasing this update following its Annual
General Meeting ("AGM"), which has taken place today. Due to the
global COVID-19 pandemic, the AGM proceedings this year were held
on an abridged basis in the interests of shareholder and public
health.
Trading update as of 30 April 2020
Below is a trading update which would usually be made at the
AGM:
-- Year to date 2020 pellet production from own ore up 8.8% to
3.8 million tonnes compared to 3.5 million tonnes for the same
period of 2019
-- Record pellet production from own ore in April 2020 of 1.06 million tonnes
-- Year to date 2020 sales increased by 28% to 4.1 million
tonnes compared to 3.2 million tonnes for the same period of
2019
-- The Group expects a further reduction in pellet stocks in the remainder of 2Q 2020
-- Ferrexpo continues to benefit from lower energy prices which
have reduced production and logistics costs
-- We continue to take active measures to protect our workforce
and local communities against the impact of the COVID-19 virus
Results of AGM
The results of voting at the AGM 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 Vitalii Lisovenko and the election of Graeme Dacomb
and Fiona MacAulay and are set out below.
Voting Results
For/Discretion Against Total votes Votes
cast withheld
(1)
Resolution No. of votes % of No. of % of No. of votes No. of
votes votes votes votes
cast cast
(2) (2)
-------------------------- -------- ------------ ------- ------------- ----------
1. To receive
the 2019 Report
and Accounts 489,343,199 98.32% 8,379,150 1.68% 497,722,349 671,160
-------------------------- -------- ------------ ------- ------------- ----------
2. To approve
the Remuneration
Report (apart
from the remuneration
policy) 379,214,136 76.10% 119,126,318 23.90% 498,340,454 53,055
-------------------------- -------- ------------ ------- ------------- ----------
3. To approve
the directors'
Remuneration
Policy 444,251,512 89.14% 54,139,749 10.86% 498,391,261 2,248
-------------------------- -------- ------------ ------- ------------- ----------
4. To approve
the 3.3 US
cents final
dividend 498,392,545 100.00% 585 0.00% 498,393,130 380
-------------------------- -------- ------------ ------- ------------- ----------
5. To appoint
MHA MacIntyre
Hudson as
the Company's
auditors 496,921,638 99.70% 1,471,492 0.30% 498,393,130 380
-------------------------- -------- ------------ ------- ------------- ----------
6. To authorise
the directors
to determine
the auditors
remuneration 498,386,109 100.00% 2,686 0.00% 498,388,795 4,715
-------------------------- -------- ------------ ------- ------------- ----------
7. To elect
Graeme Dacomb
as a director All 496,596,896 99.64% 1,795,651 0.36% 498,392,547 963
------------ ------------ -------- ------------ ------- ------------- ----------
Independent 200,518,952 99.11% 1,795,651 0.89% 202,314,603 963
------------ ------------ -------- ------------ ------- ------------- ----------
8. To re-elect
Lucio Genovese
as a director 493,044,535 98.93% 5,346,812 1.07% 498,391,347 2,163
-------------------------- -------- ------------ ------- ------------- ----------
9. To re-elect
Vitalii Lisovenko
as a director All 360,351,413 72.30% 138,041,133 27.70% 498,392,546 963
------------ ------------ -------- ------------ ------- ------------- ----------
Independent 64,273,469 31.77% 138,041,133 68.23% 202,314,602 963
------------ ------------ -------- ------------ ------- ------------- ----------
10. To re-elect
Stephen Lucas
as a director 359,723,874 72.18% 138,668,672 27.82% 498,392,546 963
-------------------------- -------- ------------ ------- ------------- ----------
11. To elect
Fiona MacAulay
as a director All 496,590,969 99.64% 1,798,578 0.36% 498,389,547 3,963
------------ ------------ -------- ------------ ------- ------------- ----------
Independent 200,513,025 99.11% 1,798,578 0.89% 202,311,603 3,963
------------ ------------ -------- ------------ ------- ------------- ----------
12. To re-elect
Kostyantin
Zhevago as
a director 335,718,778 67.59% 160,951,323 32.41% 496,670,101 1,723,408
-------------------------- -------- ------------ ------- ------------- ----------
13. To re-elect
Chris Mawe
as a director 467,972,018 93.90% 30,420,529 6.10% 498,392,547 963
-------------------------- -------- ------------ ------- ------------- ----------
14. To authorise
the directors
to allot shares 497,159,981 99.75% 1,230,149 0.25% 498,390,130 3,380
-------------------------- -------- ------------ ------- ------------- ----------
15. To authorise
the directors
to establish
the Ferrexpo
Employee Benefit
Trust 498,215,852 100.00% 4,842 0.00% 498,220,694 172,816
-------------------------- -------- ------------ ------- ------------- ----------
16. To empower
the directors
to disapply
pre-emption
rights 498,372,100 100.00% 18,030 0.00% 498,390,130 3,380
-------------------------- -------- ------------ ------- ------------- ----------
17. To authorise
the Company
to make market
purchases
of its own
shares 490,765,462 98.78% 6,074,758 1.22% 496,840,220 1,553,289
-------------------------- -------- ------------ ------- ------------- ----------
18. To approve
a 14 clear
days' notice
period for
a general
meeting other
than an AGM 490,309,320 98.38% 8,082,810 1.62% 498,392,130 1,380
-------------------------- -------- ------------ ------- ------------- ----------
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
Board Change
Steve Lucas, Chairman of the Board, has informed the Company
that for personal reasons and other business commitments he has
decided to retire as Chairman and resign from the Board once an
orderly succession process has been put in place and, in any event,
will not stand for re-election at the Company's next annual general
meeting.
As noted in the Company's 2019 Annual Report and Accounts, the
Nominations Committee is already seeking to make a further
appointment of a suitable Independent Non-Executive Director to
strengthen the Board and relevant Board Committees. An additional
process to appoint a further new Independent Non-Executive Director
and to appoint a new Chairman will commence immediately and will be
led by the Nominations Committee. The Board intends to comply fully
with corporate governance best practice and with the board
composition provisions of the UK Corporate Governance Code.
Once sufficient independent directors have been appointed to the
Board, complying with the board composition provisions of the UK
Corporate Governance Code, the Company intends to appoint Jim North
to the Board. As announced on 18 May 2020, Jim has today been
appointed as Acting Chief Executive Officer of Ferrexpo.
Steve Lucas, Chairman, commented:
"Ferrexpo is an excellent Company with great people, a strong
business and exciting prospects. With the support of my colleagues
on the Board, I have helped steer the Company through challenging
times and strengthened its governance processes, including the
appointment of a number of experienced new non-executive directors
together with new auditors. Ferrexpo has continued to trade
strongly since the start of the year despite the challenges posed
by the COVID-19 pandemic, with strong production and sales year to
date along with further strengthening of the balance sheet. Having
carefully considered the matter, it is clear to me that now is a
good time to move on and hand over to someone else to take on the
leadership of the Board. Whilst a succession process is put in
place, which will include consultation with shareholders, I shall
of course continue to do all I can to promote the success of the
Company in the interests of all its shareholders and other
stakeholders."
Significant Votes Against Resolutions
The Board of Ferrexpo notes that there were a significant
proportion (more than 20%) of votes cast against resolutions to
approve the Remuneration Report and to re-elect three of our
directors.
The Board will consult and engage with independent shareholders
as soon as possible to better understand the reasons behind these
votes and will publish an update of 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 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 is deemed to have been
re-elected to 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 general meeting, he will then be
re-elected until the next Annual General Meeting.
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 .
This announcement contains inside information in relation to the
Company. The person responsible for making this notification is
Mark Gregory, Company Secretary.
For further information, contact:
Ferrexpo:
Ingrid McMahon +44 207 389 8304
Maitland:
Neil Bennett +44 207 379 5151
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
2019, the Group produced 10.5 million tonnes of pellets ranking it
as the 3rd largest exporter of pellets to the global steel industry
with a market share of approximately 8%. 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. For further information,
please visit www.ferrexpo.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
AGMXVLFLBELXBBV
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