Ferrexpo shareholders again deny board right to allot shares and disapply pre-emption rights

MOSCOW. May 24 (Interfax) - Shareholders in Ferrexpo plc with its main assets in Ukraine voted at their AGM on Thursday against resolutions to grant the directors authority to allot shares and to disapply pre-emption rights.

A significant proportion - more than 69.5% - of votes were cast against the resolutions, and ultimately these resolutions did not pass, Ukrainian media reported, quoting a stock exchange filing by the company.

"The board of Ferrexpo understands that this voting outcome was primarily as a result of the company's largest shareholder [Konstantin Zhevago] not wanting to incur further dilution to its voting interest in the company," Ferrexpo said.

There were also a significant proportion - more than 20% - of votes cast against the re-election of one of the company's directors based on the outcome of the votes of the independent shareholders.

The AGM elected and re-elected Stuart Brown, Nikolay Kladiev, Lucio Genovese, Fiona MacAulay and Natalie Polischuk to the board.

Vitalii Lisovenko received 83.47% of all votes but just 47.14% of votes by independent shareholders, and not enough to re-elect him to the board.

"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," the company said.

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 the AGM. The board intends to hold a second vote for the re-appointment of Lisovenko as "his expertise and contribution as a director is important for the company."

The company may put the matter to a second vote of all shareholders to be held between 90 and 120 days after the AGM. Lisovenko would remain a member of the board for the period "until the earlier of the conclusion of any second vote, the date 120 days after the AGM and the date of any announcement by the board that it does not intend to hold a second vote. If 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 AGM approved reports for 2023 and issues regarding remuneration. MHA MacIntyre Hudson was reappointed as auditor. Changes were made to the long-term incentive plan, the company's right to make market purchases of its own shares was renewed, and a new company charter was approved.

Shareholders refused to authorize the board to allot shares, empower the directors to disapply pre-emption rights and to authorize the company to make market purchases of its own shares at last year's GM on May 25, 2023. A majority of independent shareholders also voted against electing Lisovenko to the board.

Ferrexpo wholly owns Poltava Mining and Yeristovo Mining, and owns 99.9% of Belanovo Mining.