Ferrexpo shareholders reject board proposals to buy back, allot shares

MOSCOW. May 26 (Interfax) - The shareholders of Ferrexpo plc, a producer of iron ore pellets with operations in Ukraine, voted at their annual meeting on Thursday to reject several proposals made by the company's board of directors.

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, Ukrainian media reported, citing a company statement.

"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. There were also a significant proportion (more than 20%) of votes cast against the reelection of one of our Company directors [Vitaly Lisovenko] based on the outcome of the votes of the independent shareholders," 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 6 months of today's AGM," the company said.

Shareholders approved Ferrexpo's report for 2022 and remuneration report. They also re-elected Graeme Dacomb, Lucio Genovese, Vitaly Lisovenko, Fiona MacAulay and Natalya Polischuk to the board. Under listing rules, 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.

Shareholders also re-appointed MHA MacIntyre Hudson as the company's auditors.

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

In the spring of 2023, a Ukrainian court froze Ferrexpo's stakes in these three companies in a government lawsuit against Ferrexpo's largest beneficiary, Konstantin Zhevago. Soon after this, the group announced that Zhevago's stake in the company had dropped below a controlling interest, to 49.5% from 50.3%.