Ferrexpo shareholders back delayed 2025 accounts by 99.68 per cent

Shareholders of Ferrexpo plc voted to receive the company's 2025 report and accounts at a general meeting on 9 October, with 99.68 per cent of votes cast in favour, the results announcement showed.

The meeting also approved the remuneration report with 99.63 per cent, re-appointed MHA Audit Services LLP as auditor with 99.67 per cent and authorised the audit committee to set the auditor's fees with 99.67 per cent. Votes cast on the accounts totalled 779,746,590 against 1,046,985,626 voting rights, the filing shows, equivalent to about 74.5 per cent.

The resolutions would normally have gone to the annual meeting. Ferrexpo said in its notice of 10 September that the accounts were delayed while it arranged funding that would let them be prepared on a going-concern basis, so the items were taken separately from the 29 June AGM. Trading in the shares was suspended from 1 May, and the suspension was expected to lift on 7 September, the company said on 4 September.

What the auditor flagged

The auditor's report on the 2025 accounts was unqualified but included a separate section on material uncertainties related to going concern, citing the war, Ukrainian legal disputes involving the group and the intended fundraise, the full-year results announcement of 3 September said. The board approved the results that day.

The same document said Ukrainian authorities imposed personal sanctions on Kostiantyn Zhevago on 12 February 2025, that the group's Ukrainian subsidiaries have not received VAT refunds since March 2025, and that no sanctions have been imposed on any member of the group (results announcement). It said demonstrating separation from Zhevago was an opportunity to "reinforce the autonomy of the Board and management team".

A reshaped register

The meeting followed a US$100 million equity raise at 16.5 pence a share, a discount of about 42.3 per cent to the 30 April close, announced on 3 September. Shareholders approved the allotment resolutions on 21 September with between 99.57 and 99.72 per cent of votes cast in favour (results). Fevamotinico S.a.r.l., the largest shareholder, had given an irrevocable undertaking to vote its 294,680,305 shares, 49.27 per cent of the existing shares, in favour (launch announcement). On that basis, those shares would account for about 84 per cent of the 351,398,661 votes cast on the first resolution, a Boards and Capital calculation.

Fevamotinico agreed to subscribe for 179,539,393 new shares, and Andriy Verevskyi gave a cornerstone commitment of US$50 million to the placing, the fundraise results said. Verevskyi later notified a holding of 230,270,035 shares, or 21.99 per cent of voting rights, after crossing the threshold on 22 September (TR-1 notification). The company said he would become a related party under the UK Listing Rules on admission of the new shares (launch announcement).

In the launch announcement the company said dilution of Fevamotinico's holding "could mitigate certain risks relating to the association between the Group and Kostiantyn Zhevago", but that Fevamotinico required a material interest to remain (announcement).

The board and its independents

The company's website lists four directors: Lucio Genovese, interim executive chair since 1 July 2023; Fiona MacAulay, senior independent director; Stuart Brown, an independent non-executive who chairs the audit committee and the Committee of Independent Directors; and chief financial officer Nikolay Kladiev (board page).

Vitalii Lisovenko, who had chaired the Committee of Independent Directors, retired at the June meeting after nine years on the board, and Natalie Polischuk resigned in January 2025, the company said in its results. It said it cannot name a replacement workforce-engagement director because none of the remaining directors is based in Ukraine or able to travel there, that the board continues to have "a majority of independent Non-executive Directors", and that a search for a new independent director is under way.

At the June meeting, UK Listing Rule 6.2.8 required independent directors to win a majority of independent shareholders, excluding the controlling shareholder, as well as a majority of all votes. Brown won 98.42 per cent and MacAulay 98.41 per cent of independent votes, the results show. Genovese was re-elected with 93.07 per cent of votes cast, with 25,795,783 votes against.