TIDMFXPO
RNS Number : 0857A
Ferrexpo PLC
27 May 2021
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
votes withheld
cast (1)
Resolution No. of votes % of No. of % of No. of No. of
votes votes votes votes votes
cast cast
(2) (2)
-------------------------- ------- ------------ ------- ------------ -----------
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:
Rob Simmons r.simmons@ferrexpo.ch +44 207 389 8305
Tavistock:
Jos Simson
Gareth Tredway +44 207 920 3150
Annabel de Morgan ferrexpo@tavistock.co.uk +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 3(rd)
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.
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