United in

purpose

Ferrexpo plc

Annual Report & Accounts 2024

As a leading European supplier of premium iron

ore pellets we are enabling the transition to green

steel. Our products are important to Ukraine and

to customers around the world.

We are determined to protect our people and

our assets so that we may continue to operate

and contribute positively to Ukrainian society

and the economy.

Who we are

Ferrexpo is a leading European producer and

supplier of premium iron ore products that

are enabling the transition to green steel.

Our products are important to Ukraine and

to our customers around the world.

Pages 20-25

Pages 26-29

What we do

We are a vertically integrated producer and

supplier of high-grade iron ore products.

Our long-life deposits feed ore to our modern

processing and beneficiation plants to

produce high grade iron ore products which

we can deliver by rail, barge or ship to our

customers.

Pages 20-25

Ferrexpo at a Glance

HIGHLIGHTS OF THE YEAR

Despite the challenges of operating

during a third year of war, 2024 marked

a year of unprecedented achievement

for Ferrexpo. The reopening of Ukrainian

Black Sea ports allowed us to increase

production and sales, supplying

customers in MENA and Asia for the

first time since the full-scale invasion in

February 2022.

Strategic Report 01

Executive Chair’s Statement 02

Group Chief Financial

Officer’s Statement 04

Operating during a time of war 06

Our Business

Business Model 10

Value Proposition 12

Strategic Framework 14

KPIs 16

Operational Review 20

Market Review 26

Financial Review 30

Our People 36

Responsible Business Review

Introduction 44

Health and Safety 46

Diversity, Equity and Inclusion 47

Environmental Stewardship 49

Governance 54

Stakeholder Engagement

Section 172 56

Task Force on Climate-Related

Financial Disclosures (“TCFD”) 64

Risk Management 81

Principal Risks 84

Viability Statement 95

Corporate Governance 97

Financial Statements 160

Additional Disclosures 239

Alternative Performance Measures 240

Glossary 242

Purpose and values

Our purpose is to deliver value to our

stakeholders by producing and marketing

premium iron ore products in a socially

responsible and sustainable manner. We

are focused on taking an ethical approach

and developing positive relationships with

all stakeholders.

Pages 11-13

Strategic direction

The war has taught us to be flexible and

adaptive to the challenges we face. Our focus

is the safety and wellbeing of our people,

whilst preserving the integrity of our assets.

We also consider our longer-term strategic

direction so that we can maintain stability

and resilience.

Pages 14-15

of taxes and royalties

paid in Ukraine in 2024

US$74

66% increase in production

compared to 2023

6.9

capital investment

in 2024

US$102

EBITDA, 30% decrease

compared to 2023

US$69

strong workforce

8,000

humanitarian aid*

since February 2022

US$28

FTSE 250

FTSE4Good

Office, Dubai

Office, Shanghai

Office, Singapore

Office, Tokyo

Ferrexpo AG, Baar

Operations, Horishni Plavni

Ferrexpo Services Ltd, Kyiv

Port facilities

First DDSG, Danube

For references to Ferrexpo plc

in this report see glossary.

*including CSR spending

Ferrexpo Plc, London

Financial StatementsCorporate GovernanceStrategic Report

A year of

unprecedented

achievement

Ferrexpo plc

Annual Report & Accounts 2024

Executive Chair’s Statement

Undeterred by the

challenges of a third year

of war, 2024 marked a

year of unprecedented

achievement for Ferrexpo.

Our people worked as a united team to bring

back production and increase sales to the

highest levels since the start of the full-scale

invasion in February 2022. In the first quarter

of 2024 alone, production and sales doubled

compared to the final quarter of 2023. We

also brought back production of our highest

quality, and higher margin products. I am very

pleased that our organisation has been able

to achieve such a dramatic recovery, during a

time of war.

A MORE AGILE AND

FLEXIBLE BUSINESS

Throughout the operational recovery of 2024,

the business demonstrated tremendous

agility, by coordinating more than 8,000

people, from the mine face to dock side,

varying production between one and three

of our four pelletising lines, depending on

power availability, customer demand and

pricing. By quickly scaling up or down our

production, we were also able to produce

a variety of different product qualities

and restart shipping activities on a variety

of vessel sizes, including the larger, more

efficient capesize vessels. This allowed us to

diversify geographically to supply existing

and new customers in MENA and Asia, having

previously been constrained logistically to

mainly European markets.

PRESERVING OUR BUSINESS

IN A CHALLENGING

ENVIRONMENT

This agility was important during 2024. In the

first quarter, we were able to benefit from

higher production volumes sold at higher

iron ore prices. This allowed us to increase

salaries and invest to preserve the integrity of

our assets. As the year progressed, however,

iron ore prices fell, month after month.

New war-related challenges, in particular the

need to import power at significantly higher

tariffs, resulted in our costs increasing. These

factors combined have eroded our margins

and cash position, more of which our Chief

Financial Officer reports on in his statement

on the following pages.

CONTRIBUTING TO THE

UKRAINIAN ECONOMY

AND TO SOCIETY

Despite the challenges, our business

remains relevant. During the year, in

Ukraine, we paid US$54 million in salaries

and procured US$657 million in goods from

our suppliers. We generated US$933 million

in revenues, and paid US$74 million in taxes

and royalties. We also continued to fund

humanitarian and social initiatives, including

making large donations to address critical

national emergencies. These are significant

contributions that support employment

and livelihoods, sustain communities, and

contribute to Ukraine’s resilience.

When I look at our business and our people,

I see a relentless energy of purpose, a drive

to work hard, and a determination to keep

delivering, time and time again. To this end,

I have asked my fellow Executive Committee

members to convey in detail how their

respective functions – from operations to

marketing to finance and human resources –

have adapted, and how they add value to the

business during a time of war. It is important

to me that shareholders understand that,

whilst we are consumed by war, we are

navigating through it.

COLLEAGUES SERVING IN

THE ARMED FORCES AND

VETERANS RETURNING

At the end of 2024, 706 of our colleagues

were serving in the Armed Forces of Ukraine.

We support serving colleagues through

the provision of equipment such as bullet

proof vests, ballistic helmets, clothing items,

sleeping bags and mats, tactical first aid kits,

and seemingly ordinary daily essentials such

as mess kits and sanitary items. We maintain

constant contact with them, either directly

or through relatives, so that we can continue

to supply them with replacements and

additional items that make military life more

manageable. We also guarantee their jobs

when they return as veterans.

Indeed, as the war continues, we are

welcoming an increasing number of veterans

home – 160 at the end of December 2024.

The Ferrexpo Veteran Support Service

guides them through decommissioning,

convalescence, their physical and mental

health needs, and, when they are ready,

return to the workplace, including retraining

if necessary. It is clear that mental health is

one of the biggest challenges that we must

rise to – not just for the veterans, but also for

family members. In this report, we present a

detailed case study on the support we provide

for veterans and their families, in a new section

titled “People”.

PREPARING TO BE AN

IMPORTANT PLAYER IN

UKRAINE’S RECONSTRUCTION

Reconstruction of Ukraine is an important

part of our future. It is one part of the

plans we progressed during 2024 to play

an important role in the reconstruction of

Ukraine. As a Ukrainian industrial company,

with headquarters and stock exchange listing

in Western Europe, we are uniquely positioned

to play a leading role in reconstruction.

We have the skills and experience raising

capital on international markets to invest

in Ukraine, following the high governance

standards international investors expect.

Our first step will be to restore full production,

which has been constrained due to the war.

Subsequently, we plan to expand further

and to decarbonise, allowing us to increase

our contribution to the Ukrainian economy

and society.

GOVERNANCE

As in previous years, the Board met more

frequently than is required. There were no

changes to the Board during 2024, and only

a few changes within the sub-committees.

Subsequent to the 2024 reporting period,

Natalie Polischuk resigned from the Board of

Ferrexpo in January 2025. I am particularly

grateful to Natalie who, as Chair of the Health,

Safety, Environment and Community (“HSEC)

Committee, oversaw our Humanitarian Fund

and CSR activities, which have provided

a tangible positive social impact for our

workforce and communities since the start

of the full-scale invasion. Following Natalie’s

resignation, the Board continues to have

a majority of independent Non-executive

Directors and a search for a new independent

Non-executive Director is ongoing.

I close my letter as I opened it: 2024 marked

a year of unprecedented achievement for

Ferrexpo. It was pleasing that 2024 was also

capped by a series of awards for our business

and our people, and a strong rally in the share

price at the end of the year that resulted in us

re-entering the FTSE 250.

I recognise it has been a difficult year, and

I am grateful to every colleague for their

exceptional efforts and to our shareholders

and broader stakeholders for their continued

support.

Lucio Genovese

Interim Executive Chair, Ferrexpo Plc

Corporate Governance Financial Statements

Strategic Report

United against

challenges

Ferrexpo plc

Annual Report & Accounts 2024

Group Chief Financial Officer’s Statement

In 2024, our business was

dominated by a third year

of war in Ukraine, while

at the same time having

to manage the cyclical

dynamics of the iron

ore and steel sector

in a global economy

being shaped by other

transformational forces.

CHALLENGING MARKETS

FOR IRON ORE

Iron ore markets traditionally exhibit some

seasonality in demand and pricing, both

positive and negative. For example, extreme

weather can disrupt supply from various

markets as well as influence production rates

of steel mills and limit or increase demand for

our products.

There are also shorter-term dynamics

affecting the iron ore and steel markets.

Examples of factors that affected Ferrexpo

in 2024 include economic contraction in

Europe, evidenced by weakness in the

automotive sector, resulting in less demand

for steel and, ultimately, the iron ore pellets

we supply to our European customers.

INCREASED PRODUCTION

COUNTERED HIGHER

COSTS AND WEAKER REALISED

PRICES

This complex environment is reflected in our

financial results. A 66% increase in production

translated into a 43% increase in revenue

due to a 17% fall in realised prices. Higher

production volumes supported a better

absorption of our fixed costs on a unit cost

basis, although this remained suboptimal as

we operated at below two thirds of our full

capacity. Overall, our C1 cash costs on a unit

basis increased by 10% to US$83.9 per tonne.

The main reason for this increase is the

requirement to import electricity at prices

sometimes double the usual domestic tariff.

We also continued to incur higher costs

compared to the period before the full-

scale invasion for other energy sources, key

consumables, transport and logistics, and to

fund necessary salary increases.

Reflecting the broader macroeconomic

challenges in Ukraine, the Ukrainian hryvnia

depreciated 10% against the US dollar in 2024.

This had a positive impact on our financial

statements, resulting in a net US$44 million

foreign exchange gain for the year. Historically,

it’s fair to say that the devaluation of the

Ukrainian hryvnia offsets cost inflation, but

this was less the case in 2024, particularly as

we incurred more costs in other currencies,

for example, to purchase imported power.

The non-cash impairment loss of US$72 million

recorded as at 31 December 2024 on the

Group’s non-current operating assets,

including property, plant and equipment,

intangible assets and other non-current

assets, is the result of the Group’s lower cash

flow generation driven by a decrease of prices

for iron ore products due to a less optimistic

long-term outlook for the iron ore market and

higher prices for input material due to the

ongoing war in Ukraine.

Although the Group made a loss of US$50

million, had the impairment of US$72 million

not occurred the Group would have made

a profit of US$22 million. This was 52%

lower compared to 2023, if the provisions of

US$131 million recorded for legal disputes

are added back. This demonstrates that,

while the strategy to bring back production

volumes did not result in the expected profit

growth, it helped to limit losses in the face of

exceptional challenges.

A YEAR OF TWO HALVES

Behind the headline annual numbers, there

are some interesting themes worth pointing

out. First, the annual results are a tale of two

halves. During the first half of 2024, we sold

56% of our production at prices that were on

average 10% higher than those in the second

half; and average C1 costs in the second half

of the reporting period were 13% higher

compared to the first half.

Indeed, in the interim results we reported an

Underlying EBITDA of US$79 million, whereas

for the full year, it has fallen to US$69 million,

reflecting the more challenging second

half of the year and a reduction in realised

profits. As we move into 2025, and at the

time of the release of this report, we are in

the fourth year of war, and it is important to

state that operating conditions continue to

be challenging, and we have not yet seen any

improvement in iron ore prices or costs.

ADDING VALUE THROUGH

OUR WORK

Preparing for and responding to these

challenges is one of the ways that the finance

function demonstrates how we add value to

the business. In many senses we are a nexus

that co-ordinates other functions of the

business, providing the data necessary to drive

short-term strategies for the business. As an

example, we liaise between our colleagues in

marketing to identify which of our products,

in which markets, at what times will generate

the best possible margin, whilst at the same

time, making sure that our colleagues in

operations are prepared and are allocated

the cash resources that they need to produce

these products, from mining the ores needed

at the pit face to getting the finished products

to port in time for export.

Our challenge was greater in 2024 because we

had to diligently manage our cash flows while

ensuring adequate liquidity – without access

to debt or trade finance. This was particularly

demanding in the first quarter because we had

to deploy capital into operations to expand

mining and processing rates, whilst at the

same time the cash cycle lengthened due to

more goods in longer transits as we resumed

seaborne sales to Asia.

SOLID INVESTMENT

Since the full-scale invasion in February 2022,

the Group has invested US$352 in capital

expenditure in Ukraine. This is in addition

to over US$300 million in tax and royalty

payments in Ukraine, and US$1.8 billion

we have spent procuring goods and services.

In 2024, we invested US$102 million in our

operations, in line with the previous year.

Around 40% of the Capex was spent on

maintenance, helping to restore and maintain

production capacity, thereby ensuring the

integrity of our assets. It was complicated

at times, as we operated between two and

three pellet lines due to volatility in power

availability and market constraints. Overall,

we deployed the majority of this capital on

development projects. Some of the larger

capital investments included additional

funds for the new press filtration complex in

the first half of the year and, in the second

half, a new concentrate conveyor line along

the production circuit to produce iron

ore concentrates concurrently with pellet

production, rather than being limited to

producing only pellets or concentrates at any

one time.

BUILDING MORE FLEXIBILITY

IN OUR BUSINESS

The outcome of these investments is that we

have built in further operational flexibility, and,

at the same time, continued to improve the

quality of our products. In turn, this means

that we can be more responsive to short-

term changes in market dynamics and to our

customers’ evolving needs.

THANKS

I would like to express my gratitude to the

many colleagues across our business for their

commitment and hard work throughout

another challenging year for the Group. It

is their collective effort that enabled us to

adapt quickly to market opportunities and

challenges to achieve a year-end net cash

position of US$101 million.

In particular, I would like to convey my thanks

to the finance team, from colleagues on the

ground in Horishni Plavni, to here in Baar and

elsewhere; those working in financial planning

and management, accounting, treasury,

reporting and internal audit. A tremendous

amount has been achieved this year to keep

our business relevant and one step wiser for

the year ahead.

Nikolay Kladiev

Group Chief Financial Officer

Corporate Governance Financial Statements

Strategic Report

With all our operations based in Ukraine, our

workforce and facilities continue to be affected

by the ongoing war. In this section we detail the

ongoing and changing effects of war on our people,

communities, operations and logistics.

PEOPLE

The safety and wellbeing of our people are

our primary concern. People want to work,

to secure their livelihoods and to feel they are

contributing to the broader war effort. It is

our responsibility to ensure that they can do

so safely.

At the end of 2024, our workforce in Ukraine

comprised 8,542 employees and contractors.

This includes 706 colleagues serving in the

Armed Forces of Ukraine. 160 have been

discharged from the armed forces, of whom

102 have returned to work.

Throughout the war, we have maintained a

full workforce. Production rates can fluctuate

because of factors beyond our control,

such as the availability of power or access

to logistics capacity. For this reason, there

have been times we have had to place some

employees on furlough; and others when we

have asked employees to work extra hours or

defer planned leave. Our people have come to

understand that this flexible model ensures

that the business can continue to operate.

Following missile and drone attacks on

Ukraine’s energy grid, power outages and load

shedding were more frequent during 2024.

These result in frequent interruptions to the

working day, as well as time at home. They

may also mean working in unlit buildings, with

limited heating in winter or air conditioning

in summer. At these times the resilience of

our people is clear: working extended hours,

switching to battery and generator backups,

and a ‘just get on with it’ approach, when it

is too hot, too cold or too dark. Air raid alerts

during missile and drone attacks are frequent.

At these times we require all employees to

seek shelter underground or in bomb shelters.

This results in additional interruptions to

the working day, and travel to and from the

workplace. Of course, air raid alerts also affect

time at home, which can interrupt sleep,

domestic activities, and schooling, placing a

major strain on an individual’s daily life and

psychological wellbeing.

Ferrexpo plc

Annual Report & Accounts 2024

Operating during a time of war

Humanitarian support

US$28M

Our role as an employer is to protect the safety

and security of our people. We aim to do this

in several ways. Physical protection through

allowing people to work from home (where

feasible), and the provision of underground

and bomb shelters are some examples.

Mental health and wellbeing are increasingly

important as the war prolongs. The “Ferrexpo

Wellbeing and Psychological Support Project”

has been operating since February 2022.

The objective of this project is to support

mental health issues that employees and their

families are experiencing as a result of the

war. Its implementation helped employees

understand that seeking psychological

support is acceptable. Access to anonymous

consultations with leading specialists allows

employees to work through crisis situations.

Cultural and sporting activities are important

contributors to general wellbeing. Examples

include: our corporate theatre project called

“FerroTale”, which has attracted an audience

of over 3,000 since it was launched and raised

over UAH500,000 for the Armed Forces of

Ukraine, and our annual charity run which

attracted over 250 participants and raised

funds for a socialisation programme for

children with disabilities.

LOCAL COMMUNITIES

As the principal employer in the city of

Horishni Plavni, we have always played a

central role in the community. This has become

more important since the full-scale invasion,

as local and national authorities are under

significant strain and the pressures on the

community are formidable.

At its most basic, a resilient community

needs functioning infrastructure, health and

educational services. This is why we have

helped to secure power and water supply,

build and repair homes and hospitals, fund

education initiatives in local schools, and

provide medical equipment for local hospitals.

Corporate Governance Financial Statements

Strategic Report

A resilient community also needs cultural and

sporting facilities and events to keep people

occupied and healthy. FerroTale and the charity

run mentioned above are good examples.

During 2024, we placed additional emphasis

on funding sports, facilities such as gyms,

swimming pools and stadiums, and teams that

compete at a national level, including men’s

and women’s football, basketball and rowing.

Ferrexpo plays a vital role in supporting sports

for individuals with disabilities by funding

facility upgrades and equipment purchases.

This support helps all athletes, regardless of

physical ability, further solidifying Horishni

Plavni’s reputation as a hub for athletic

excellence.

Since the full-scale invasion, community

needs have evolved. In the early days, we

were focussed on housing and feeding

refugees, later on providing equipment such

as generators, laptops, and mobile phones,

and more recently, on mental health and

wellbeing. Through the Ferrexpo Humanitarian

Fund and usual CSR spending, we have

supported over 100 humanitarian projects

and initiatives that have not only helped our

immediate communities, but also supported

another 11 regions across Ukraine, reaching an

estimated five million people in total.

More information on supporting our

communities can be found in our latest

Responsible Business Report on pages 44-63

and in a case study about our support for

veterans on pages 42-43.

OPERATIONS AND LOGISTICS

Our operations are large in scale and

follow a relatively simple process flow:

mining, processing and beneficiation, with

considerable built-in production flexibility at

each stage.

The reopening of the Ukrainian Black Sea ports

at the end of 2023 removed the limitations

of exporting only by rail, river barge and out

of alternative Black Sea ports. Production

activities therefore ramped up in the final

quarter of 2023 and first quarter of 2024 to

fill this additional export availability.

Since the start of the full-scale invasion,

we have learnt to adapt to ever-changing

conditions and have built significant flexibility

into our operations. This has included

establishing alternative suppliers for critical

inputs and adopting an operating model

that can quickly scale up or down, using one

to three of our four production lines, and

managing our human resources accordingly.

During 2024, we experienced frequent

interruptions to the power supply, disrupting

throughput of ore, concentrates and pellets.

We had to learn to manage these outages and

keep operating so as to reduce production

cycle down-time and losses. This took time,

but we have become adept at mitigating

power shortages and have mostly been able

to ensure constant production.

The reopening of Ukrainian Black Sea ports

also presented some challenges, as port

facilities required repairs and capacity was

restored slowly. Vessel loading times improved

throughout the first half, resulting in more

optimal laycan and minimising demurrage

charges. At the end of 2024, the ports were

operating effectively, and we are starting to

see more ship owners expressing interest in

taking Black Sea cargoes as well as a lowering

in tariffs and insurance risk premiums. As long

as it continues to be safe to operate out of the

Black Sea, we will continue to do so in 2025.

Ferrexpo plc

Annual Report & Accounts 2024

Operating during a time of war continued

Remembering those we have lost

Tragically, ten colleagues were killed serving in

the Armed Forces of Ukraine during 2024,

bringing the total to 46 since February 2022.

We mourn their passing and honour their

selfless and brave strength.

2024

Viacheslav Burhardt, age 38

Maksym Dmytryienko, age 44

Kostiantyn Koposov, age 39

Ihor Koriakovtsev, age 43

Oleksandr Koval, age 53

Eduard Lozenko, age 45

Volodymyr Taranyshych, age 37

Roman Vernyhora, age 43

Mykola Yastrebkov, age 35

Ruslan Yerko, age 31

2022

Andriy Albit, age 34

Dmytro Belikov, age 32

Oleksiy Bridnya, age 33

Andriy Chernya, age 37

Oleksandr Chugainov, age 54

Guy Dudka, age 52

Andriy Dukanych, age 33

Serhiy Kharlamov, age 57

Serhiy Kondyk, age 31

Denys Koshovyy, age 31

Oleksiy Nazimov, age 25

Kostiantyn Orchikov, age 30

Oleksandr Scherbakov, age 28

Denys Svyrydov, age 50

Yaroslav Taran, age 50

Oleksiy Yatskov, age 36

Anatoliy Zakupets, age 37

2023

Yuriy Bilenko, age 38

Serhiy Buhuev, age 42

Oleksiy Bulba, age 45

Serhiy Chemkayev, age 44

Maksym Chystiakov, age 24

Volodymyr Holub, age 54

Oleksiy Khanilevych, age 24

Rostyslav Ledovskyy, age 25

Dmytro Lysachenko, age 28

Roman Lytvynenko, age 31

Vitaliy Med, age 40

Ihor Novohatniy, age 39

Volodymyr Pavlenko, age 43

Petro Perovskiy, age 25

Andriy Petrenko, age 49

Serhiy Pizniy, age 34

Oleksandr Smyrnov, age 32

Vladyslav Solomko, age 33

Oleksandr Terlenko, age 48

SLAVA UKRAINI.

Ferrexpo is a vertically integrated,

pure-play iron ore pellet producer

and supplier

Mining

QUALITY

ASSETS

LOW-COST

PRODUCTION

GLOBAL

DISTRIBUTION

Transportation

and logistics

What we do

The competitive advantages that help us to create value

Our world-class, long-life

deposits hold 5.7 billion tonnes of

JORC-compliant mineral resources.

Contiguous open pit mines use

modern equipment and have an

industry-leading safety performance.

Our ore processing metallurgical

beneficiation and pelletiser plants

produce a variety of pellets.

Established and efficient large-scale

plants with built-in operational

flexibility to supply evolving

customer needs.

Owned transport equipment and

logistics infrastructure, including

rail, ports, river and ocean vessels.

Flexible handling and shorter delivery

times to Europe and MENA than

global peers.

YEARS

Mineral Reserves

Annual capacity from

four pelletising lines

Largest exporter of

pellets globally (pre-war)

REINVESTMENT INTO PEOPLE, TECHNOLOGY INNOVATION AND R&D

Processing

Ferrexpo plc

Annual Report & Accounts 2024

Our Business Model

Economic

Social

Environmental

The outcomes we deliver

Our high quality products are preferred by premium steel

producers around the world and are enabling the transition

to green steel, whilst at the same time supporting the

Ukrainian economy.

PREMIUM

PRODUCTS

Marketing

What we do

The competitive advantages that help us to create value

We have relationships with premium

steel mills around the world, serving

customers in Europe, MENA and Asia

Our premium products enable us

to add more value for customers,

supporting higher margins.

65-67

Fe content in

all our products

ROBUST PRE-WAR EARNINGS TRACK RECORD

SHAREHOLDER DISTRIBUTIONS

FISCAL CONTRIBUTIONS

ENABLING GREEN STEEL

SUPPORTING THE DRIVE TO NET ZERO

INVESTMENT IN UKRAINE

SUPPORT DURING TIME OF WAR

SUPPORTING OUR WORKFORCE AND COMMUNITIES

DEVELOPING OUR WORKFORCE

Read more on how we create value for all of our stakeholders on

pages 56 to 61

Corporate Governance Financial Statements

Strategic Report

Why

invest in

Ferrexpo?

The essential

nature of steel

Transition to

green steel

Iron ore is the main ingredient to make

steel, on which our everyday lives depend.

If something is not made of steel, it is made

using it. Steel is also integral to the energy

transition and critical for energy generation

technologies and end-user products such as

electric vehicles.

Traditional steel production is emissions-

intensive. Legislation and environmentally

conscious end users are driving a shift to lower

and zero carbon steel, and the associated

feedstocks and production methods.

What’s the industry challenge?

>1.8

Total steel production

in 2024 (tonnes)

Global greenhouse gas

emissions currently generated

through steel production

US$376

Value of global iron ore trade

in 2024

Forecast growth in demand

for steel by 2050

+200

green steel

Forecast global lower and zero

carbon steel demand growth

by 2030

DR pellets

Forecast global demand growth

for DR pellets by 2030, over one

third of which in Europe

Ferrexpo plc

Annual Report & Accounts 2024

Value Proposition

Our industry-

leading products

Established large

scale operations

Our focus

on responsible

operations

Ferrexpo is already a leading supplier

of premium iron ore pellets and Direct

Reduction Iron (“DR”) pellets, the products

needed to transition to lower carbon steel.

When used in an electric arc furnace (“EAF”),

our DR pellets are proven to improve

productivity and lower carbon emissions.

As the only publicly listed, vertically

integrated iron ore pellet producer and

supplier of its size in Europe, Ferrexpo

is uniquely positioned. The established

scale of our assets, and the infrastructure,

technology and skills that we have invested

in over decades, are difficult to replicate.

Before the war, Ferrexpo was the world’s

third-largest exporter of iron ore pellets.

We have committed to decarbonisation

and Net Zero by 2050. We are a significant

contributor to the local communities where

we operate, and the Ukrainian economy.

Why are we well positioned for the future?

-37

Lower global warming

potential of steel made

with Ferrexpo DR pellets

50+

YEARS

Life-of-mine high grade

magnetite deposits

0.54

LTIFR

Good safety performance.

2024 slightly above five-year

historical average 0.52

100

MTPA

Forecast DR grade pellet deficit

by 2031 as pellets outpace

traditional concentrates

Pellet efficiency

DR pellets command premium

prices due to their efficiency

in lower carbon steel making

Large scale

Mines and pellet lines ensure

flexible production

Owned logistics

infrastructure

Providing multiple export routes

to a global customer base

reduction

2050 Net Zero pathway,

targeting 50% reduction

in Scope 1 and 2 by 2030

US$28

Funding for more than 100

humanitarian and social projects

and initiatives

Corporate Governance Financial Statements

Strategic Report

Strategic

direction

Managing the business through a

prolonged war has taught us to be

flexible and adaptable to the constant

challenges that we face. It is important

that, despite the war, we continue to

consider our longer-term strategic

direction to remain resilient.

Our five strategic principles may not

always resonate with the immediacy

of war, but they continue to help guide

us through uncertainty and provide a

framework for decision making that

will affect us over the longer term.

In this way, we are able to build trust for our stakeholders, from

employees to investors, and ensure we are managing the business

appropriately today, with a view to value creation in the future.

We cannot currently say that our operations are low cost when

benchmarked to international peers; we are, however, very focused

on identifying every opportunity to optimise costs, preserve the

integrity of our assets, and improve operating efficiencies. This year,

we invested US$102 million into our assets, including US$65 million in

capital investments for development projects. In this sense, lowering

the cost of operations is an immediate strategic priority.

High quality

production

Focus on higher grade

premium iron ore

products that enable our

customers to transition

to lower carbon steel.

2024 PROGRESS

AND HIGHLIGHTS

• 66% increase in production.

• High grade focus with 100%

of all pellet and concentrate

production grading 65% Fe

or higher.

• Record annual DR pellet sales,

even compared to before the

full-scale invasion.

• Capital investments resulted in

improvements in the physical

strength and chemical quality

of higher-grade pellets.

2025 AMBITIONS

AND TARGETS

• Continue to expand DR pellet

customer portfolio and

production.

Pages 20-29

Ferrexpo plc

Annual Report & Accounts 2024

Strategic Framework

Low cost

operations

Conserve the integrity of

our assets and continue

investing to maintain

competitive cost of

production.

World-class

customer

network

Working in partnership

with our customers to

improve efficiencies

and decarbonise steel

production.

Disciplined

capital

allocation

Prudent capital

framework that balances

operational and societal

demands during a time

of war.

Focus on

sustainability

Through sustainable,

ethical partnerships,

realise value for all

stakeholders, prioritising

support for Ukraine

during a time of war.

2024 PROGRESS

AND HIGHLIGHTS

• C1 costs increased 10% to

US$84 per tonne due to higher

electricity tariffs.

• Fixed overheads reduced

on a unit basis due to a 66%

increase in production.

• Logistics costs reduced on a

unit basis.

• Cost savings programme

strengthened.

• More stable supply chain

eased procurement risks

for key consumables.

2024 PROGRESS

AND HIGHLIGHTS

• Reopening of Ukrainian Black

Sea ports enabled expansion

of sales.

• Restoration of supplies to

existing and new customers

in Europe, MENA and Asia.

• MoUs signed with premium

customers to deepen

co-operation, in particular

for lower carbon iron ore

feedstocks.

• Meetings around the world with

existing and potential customers.

• Attendance at global iron ore

and steel industry events.

2024 PROGRESS

AND HIGHLIGHTS

• Increased production boosted

sales revenue, offsetting higher

costs.

• Focus on expanding premium

products enhanced total sales

margins.

• Shorter production and

logistics periods permitted

some strategic pricing.

• US$108 million capital

investment.

2024 PROGRESS

AND HIGHLIGHTS

• Safety performance below the

five-year trailing average.

• Zero fatalities for the fourth

consecutive year.

• Publication of second Climate

Change Report determined and

on track to realise Net Zero

pathway, even in a prolonged

war scenario.

• Publication of eighth

Responsible Business Report

framed by a Double Materiality

Assessment.

• Scope 1 and 2 emissions

increased due to the mandatory

requirement to import up to

80% of electricity from

carbon-intensive sources

outside of Ukraine.

2025 AMBITIONS

AND TARGETS

• Ensure flexible operations that

adapt to customers’ needs.

• Continue to implement

cost-saving initiatives across

the Group’s operations.

• Work with peers, industry

associations and government

agencies to improve electricity

import tariffs.

2025 AMBITIONS

AND TARGETS

• Continue to export through the

Black Sea, providing it is safe.

• Focus on expanding higher

margin products sales.

2025 AMBITIONS

AND TARGETS

• Continue to rigorously monitor

capital allocation in a highly

disciplined manner.

2025 AMBITIONS

AND TARGETS

• Continue strong safety

performance

• Continue to respond to the

needs of our workforce and

local communities during a

time of war.

Pages 20-25

Pages 26-29

Pages 49-53

Pages 30-35

Financial StatementsCorporate GovernanceStrategic Report

2020 859

2021 1,439

2022 765

2023 98.9

2024 69.8

20212020 2022 2023 2024

300

600

900

1,200

1,500

Measuring our

performance

Underlying EBITDA

US$69

2024 PERFORMANCE

Underlying EBITDA in 2024 fell 30% to

US$69 million. This is due mainly to increased

sales volumes, although it also reflects

deteriorating realised prices and pellet

premiums throughout the year, and a 10%

increase in C1 costs.

Underlying EBITDA also includes operating

foreign exchange gains of US$83 million in

2024 compared to US$31 million in 2023.

These foreign exchange differences are due

largely to the fluctuation of the exchange rate

of the Ukrainian hryvnia against the US dollar.

The primary KPIs that we

use to measure and

report our annual

performance are divided

into two categories:

financial and non-financial.

Our financial KPIs provide a snapshot of

our financial performance and include

four measures:

1. Underlying EBITDA: a way to measure

how much money we make from our

business activities.

2. Profit or loss after tax: how much money

is left after all costs, including taxes.

3. Net cash flow from operating activities:

the amount of cash we made, adjusting

for non-cash items, from our day-to-day

operations.

4. C1 costs: the basic essential costs to

produce one tonne of our products. This

is an average cost of the many different

products that we produce, some of which

are of higher value and therefore incur

higher costs of production.

Except for the Net cash flow from operating

activities figure, all other financial metrics are

Alternative Performance Measures (“APMs”).

APMs are not uniformly defined by all

companies, including those in the Group’s

industry. Accordingly, the APMs used by the

Group may not be comparable with similarly

titled measures and disclosures made by

other companies. APMs should be considered

an additional way of disclosing financial

performance, rather than a substitute or a

superior measure according to the same

numbers that are also reported in this report

in accordance with IFRSs. Definitions of our

APMs can be found on page 237 of this report.

The four non-financial principal KPIs that the

Group reports include:

5. Lost-time injury frequency rate (“LTIFR”):

a metals and mining industry standard

for measuring the workforce operational

safety performance.

6. Diversity in management roles: our chosen

DEI metric to track progress with our

broader ambitions.

7. Greenhouse gas emissions: a measure

of our CO

emissions on the basis of a

kilogram of unit production, to track our

progress against our Net Zero pathway.

8. Sales volume by region, which we share

to provide more detail than our total

sales and break down to show how we

are progressing our strategic intention

to sell higher margin products to

premium customers.

These non-financial KPIs represent a broad

snapshot of our approach to responsible

business, DEI, climate change, and

commitment to enabling our customers’

transition to green steel.

This is the third consecutive year that we have

reported these KPIs. Not every year shows an

increase or an improvement, which is why in

the descriptions we detail what worked, and

what didn’t. In the spirit of transparency, we

will continue to report these numbers against

the four proceeding years so that our progress

can be tracked.

Financial KPIs

LINK TO STRATEGY AREAS:

More information on Underlying EBITDA can be

found on page 33

2025 OUTLOOK

The future performance of the Group is largely

dependent on the ongoing war in Ukraine and

the levels of achievable sales due to logistics

restrictions. The market outlook for iron ore

prices and pellet premiums is subdued due to

prevailing weakness in steel markets,

especially in Europe, and expectations of

higher exports of lower grade iron ore supply

from Australia, Brazil and West Africa.

Ferrexpo plc

Annual Report & Accounts 2024

Key Performance Indicators (“KPIs”)

2020 687

2021 1,093

2022 301

2023 101

2024 100

20212020 2022 2023 2024

300

600

900

1,200

1,500

2020 635

2021 841

2022 220

2023 -84.8

2024 -45.1

20212020 2022 2023 2024

-200

200

400

600

800

1,000

2020 41.5

2021 55.8

2022 83.3

2023 76.5

2024 84

20212020 2022 2023 2024

100

Net cash flow from operating activities

US$92

C1 cash cost of production

US$83.9/t

2024 PERFORMANCE

The Group reported a loss of US$50 million

for the year. This is largely due to a non-

cash impairment loss of US$72 million. This

compares to a loss of US$85 million in 2023,

due largely to provisions for ongoing legal

proceedings and disputes in Ukraine totalling

US$131 million. The improvement for 2024 is

due to higher sales volumes, albeit at lower

margins. Group taxation for 2024 increased

due to the gradual introduction of the OECG

and G20 ‘Global Minimum Tax Rate’ of 15%

which affects the Group’s sales and bases in

the UAE and Switzerland. The Group effective

tax rate increased from 26.1% in 2023 to

33.7% in 2024.

2024 PERFORMANCE

The net cash flow from operating activities for

the year was US$92 million, slightly lower than

in 2023. Despite lower operating cash flow, this

was offset by positive effects from working

capital movements as of 31 December 2024.

Despite this, the Group maintained a closing

balance of cash and cash equivalents at

US$106 million as of 31 December 2024

(2023: US$115).

2024 PERFORMANCE

The average C1 costs for 2024 increased 10%

to US$83.9 per tonne compared to US$76.5

per tonne in 2023. The main reason for the

increase was higher electricity prices because

of requirements to import up to 80% of

electricity from Ukraine’s neighbours at higher

tariffs than domestically produced electricity.

An increase in production volumes helped

to absorb large fixed overheads, however, as

the Group continues to operate at below full

capacity, absorption continues to be below the

full capacity potential.

Profit/(Loss) after tax

-US$50

Financial KPIs

LINK TO STRATEGY AREAS: LINK TO STRATEGY AREAS:LINK TO STRATEGY AREAS:

More information on profits and losses can be

found on page 34

More information on net cash flow from operating

activities can be found on page 34

More information on C1 cash costs of production

can be found on page 32

2025 OUTLOOK

Like other factors, the Group’s outlook for the

year ahead is heavily dependent on the war.

In 2025, it is anticipated that the Group may

be affected by subdued demand for iron ore

and persistent lower prices. In addition, the

effective tax rate of the Group will increase

further due to the gradual increases in the

Global Minimum Tax Rate.

2025 OUTLOOK

The Group’s financial performance, including

net cash flow from operating activities, is

dependent on the ongoing war, with a wide

range of potential outcomes.

The Group continues to focus on higher-grade

and higher-quality beneficiated iron ore

products, which generate higher margins and

differentiate the Group from its peers, and

allow the Group to remain more competitive

throughout the commodities cycle.

2025 OUTLOOK

The war in Ukraine affects a range of

production outcomes and the Group will

likely continue to operate below full capacity.

Continued attacks on Ukrainian energy

infrastructure are likely to result in an ongoing

need to import power, and supply chains

for key consumables will continue to be

constrained.

Corporate Governance Financial Statements

Strategic Report

2020 18.2

2021 20.1

2022 20.9

2023 22.3

2024 22.9

20212020 2022 2023 2024

2020 0.79

2021 0 . 41

2022 0.51

2023 0.37

2024 0.54

20212020 2022 2023 2024

0.0

0.1

0.2

0.3

0.4

0.5

0.6

0.7

0.8

2020 110

2021 92

2022 91

2023 89

2024 94

20212020 2022 2023 2024

100

120

2024 PERFORMANCE

Safety is the Group’s highest priority. The

Group’s LTIFR has remained at a relatively

low level for approximately five years, falling

from an average of 1.18 (2016–2018) to an

average of 0.54 for 2024, above the Group’s

historical five-year trailing average of 0.52. It

is also higher than the 0.32 reported in 2023.

This is due to an increase in reported injuries

during the year. The Group’s operations have

remained fatality-free for more than four

successive years.

2024 PERFORMANCE

Female representation in managerial positions

increased to 22.9% in 2024, compared to

22.3% in 2023, following a multi-year trend

from 18% in 2019. The Group target is 25%

by 2030.

Ferrexpo has initiatives to promote diversity

in many forms – including based on gender,

disability, sexual orientation and cultural

diversity. Gender diversity is measured

in several ways, including total workforce

and female representation in management

positions. The Group chooses to focus on

female representation in management roles

as a reporting metric, as it is a reflection of

women progressing their careers at Ferrexpo.

2024 PERFORMANCE

Scope 1 and 2 emissions per tonne (unit basis)

increased by 5% to 94kg/t 2024, compared to

89kg/t in 2023. The increase mainly reflects a

mandatory requirement in Ukraine to import

up to 80% of the operation’s electricity

needs from abroad. This is generated mostly

from carbon-intensive sources, in contrast to

domestic electricity generated from cleaner

sources including hydro and nuclear power.

Absolute Scope 1 and 2 emissions increased

by 64% year-on-year, reflecting higher overall

production in the year.

During the year, the Group produced 489,720

DR pellets, a record amount even for years

before the full-scale invasion. Consequently,

Scope 3 emissions on a unit basis decreased

to 1.31 tCO

/t of pellet production from

1.32 tCO

/t in 2023. Absolute Scope 3

emissions increased 11% year-on-year,

reflecting higher overall pellet production

and increased seaborne logistics.

Non-financial KPIs

More information on health and

safety can be found on

page 46

More information on diversity in our

workforce can be found on

page 47

More information on greenhouse gas emissions

can be found on pages 49 to 51 and also the

Group’s second Climate Change Report

Lost-time injury frequency rate (“LTIFR”)

0. 54 LTIFR

Diversity in management roles

22.9% female

Greenhouse gas emissions

94kg/t

LINK TO STRATEGY AREAS: LINK TO STRATEGY AREAS:LINK TO STRATEGY AREAS:

2025 OUTLOOK

The Group has maintained a low level of

injuries and injury incidents in recent years.

The Group aims to continue this progress,

through targeting zero lost-time injuries.

In 2022, Ferrexpo introduced a ‘Zero Harm’

policy that aims to ensure all workers return

home safely from every shift.

2025 OUTLOOK

The Group’s diversity programme is targeting

female representation across departments

and levels within our organisation. Our lead

programme for promoting gender diversity in

management roles is our Fe_munity Women in

Leadership programme (“Fe_munity”), which

is now in its fifth year of selecting and training

high potential future female leaders of our

business. This programme has trained over

200 participants since its inception.

2025 OUTLOOK

The Group aims to continue its

decarbonisation pathway, although a

protracted war may require some revisions

to targets. The current targets include a 50%

reduction in Scope 1 and 2 emissions by 2030.

Due to the war in Ukraine, it is difficult to

estimate short-term outcomes in emissions

reduction, but we remain focused on our goal

to decarbonise.

Ferrexpo plc

Annual Report & Accounts 2024

Key Performance Indicators (“KPIs”) continued

100

120

20212020 2022 2023 2024

Asia Europe

MENA Other

2024 PERFORMANCE

Group sales increased by 64% to 6.8 million

tonnes compared to 4.2 million tonnes in

2023, due mainly to the reopening of Ukrainian

Black Sea ports. This provided the Group with

the opportunity to increase sales to customers

in MENA and Asia using larger vessels, and also

to switch some sales to European customers

from more costly rail and barge to lower cost

seaborne routes.

As a result, in 2024, sales to European

customers increased by 26% to 5.3 million

tonnes compared to 4.2 million tonnes in

2023. During this period, relationships with

our premium European customers deepened

during the year with the signing of several

MoUs to explore DR pellet sales, enhance

pellet quality and explore the decarbonisation

of logistics routes. MoUs were also signed with

customers in Asia and MENA.

More information on sales and

marketing can be found on

pages 26 to 29

Sales volumes

64% increase

LINK TO STRATEGY AREAS:

1. The Group’s definition of Europe includes sales to Turkey

2025 OUTLOOK

As long as it remains safe and economic to do

so, the Group intends to continue exporting

its products from Ukrainian Black Sea ports.

This means that, whilst Europe remains a

core regional market, the Group is aiming to

continue sales to Chinese and other Asian

customers, and to its growing customer base

in MENA.

Corporate Governance Financial Statements

Strategic Report

United by our

shared goals

Ferrexpo plc

Annual Report & Accounts 2024

Operational Review

As access to Ukrainian Black Sea ports

reopened towards the end of 2023, our

mining, processing, beneficiation and logistics

teams worked around the clock to bring

back idled production capacity for seaborne

export. This meant that we were able to start

2024 on a strong footing, with a threefold

increase in production in the first quarter of

2024, compared to the last quarter of 2023.

This was a significant achievement due to the

challenging circumstances war imposes on the

workforce, and operations had to deal with

power constraints due to relentless attacks

on Ukraine’s energy grid.

HEALTH AND SAFETY

In 2024, the Group recorded a fourth

successive fatality free year. The average

recorded lost-time injury frequency rate

(“LTIFR”) for the year was 0.54, higher than the

0.32 recorded last year, and above the 5-year

trailing historical average of 0.52 due to an

increase in recorded injuries.

RESERVES AND RESOURCES

Ferrexpo controls licences covering a series

of contiguous deposits located along the

Kremenchuk Magnetic Anomaly, a magnetite

deposit that extends for more than 50

kilometres. The Group has mines on three

deposits and additional licences for deposits

contiguous with our existing operations.

Across the Group’s three active mines, JORC-

compliant Ore Reserves at 1 January 2025

are estimated to be 1,595 million tonnes of

iron ore, with an iron (“Fe”) content of 32%

Fe (2023: 1,615 million tonnes grading 32%

Fe). The JORC-compliant Mineral Resource

estimate across our three mines is 5,717 million

tonnes of iron ore, with an iron content of 32%

Fe (2023: 5,737 million tonnes grading 32%

Fe), which is inclusive of Ore Reserves.

More information detailing the Group’s JORC-

compliant Ore Reserves and Mineral Resources

as at 1 January 2024 is detailed in this report,

including a new section detailing how we

updated our Reserves and Resource models

during the year.

MINING ACTIVITIES

In 2024, mining operations were sustained

with limited interruption, achieving targets and

maintaining higher productivity levels despite

the challenges.

Timely repairs and maintenance played an

important part in maintaining a high level

of equipment reliability and availability. All

necessary maintenance work is carried out

in accordance with the regulations and in

full, which ensured that production targets

were achieved.

A critical factor in stable operation is the

supply of spare parts and consumables.

In 2024, the Company did not face any

interruptions in the supply of components,

which allowed us to maintain equipment

in proper technical condition and avoid

unplanned downtime.

PROCESSING AND

BENEFICIATION ACTIVITIES

During 2024 the main factor determining

production stability was the reliable supply of

electricity. Due to intense attacks on Ukraine’s

power grid, the Group needed to import

electricity from abroad, especially during

cold weather periods. To mitigate this, special

systems were implemented to run additional

equipment through the night to accumulate

concentrate stocks for the next day and

reduce the risk of pellet production losses due

to the potential power shortages.

In 2024, vacuum filtration technology was

introduced after the successful launch of press

filtration. This solution is intended to further

enhance product quality and optimise

production processes. Despite all the challenges,

approximately 90% of the processing complex

equipment is fully operational, which helping to

maintain efficiencies.

UKRAINIAN LOGISTICS

Despite many logistics challenges, in particular

transporting goods through the Odesa region,

the Company managed to ensure a stable

transportation process throughout 2024. 84%

of all domestic rail transport was performed

by the Group’s own rail wagon fleet with only

16% using third-party providers.

Our own repair facilities played an important

part in ensuring uninterrupted transportation.

The Company’s existing facilities almost

completely cover the needs for maintenance,

repair and refurbishment of rail wagons,

which reduces dependence on external

contractors and ensures a high level of

rolling stock availability.

An important factor that could affect future

costs is the initiative of state rail company,

Ukrzaliznytsia, to index tariffs, which is likely to

lead to higher freight costs. Ferrexpo is

carefully analysing the potential impact of this

decision and considering ways to minimise

costs.

BELANOVO UPDATE

Due to the martial law on the territory of

Ukraine, the mining operations at Belanovo

are paused.

The expiry date of Belanovo deposit licence

was 20 December 2024. However, and based

on the existing Ukrainian legislation, the

validity period of the Special permit No.3572

for Belanovo deposit has been automatically

extended until the end of the martial law

period (9 May 2025). It is anticipated that a

further six months will be available to submit

an application for extension.

In early 2024, geological and economic

re-estimations of the Belanovo Deposit Mineral

Reserves were conducted. The results of the

geological and economic re-estimations were

approved by the State Commission of Ukraine

on Mineral Resources. According to the results

of the re-estimations the licence area of

Belanovo Deposit was reduced from 989 to

716 hectares, the area of the Belanovo Deposit

contour was reduced, lean ores (K232 and

K233) were written off, and the volume of the

balance Mineral Reserves of Belanovo Deposit

was reduced from 1,706 Mt to 614 Mt. In

February 2025, the Ukrainian Geological

Survey provided the original of the updated

Special permit No. 3572 for Belanovo Deposit.

FBM continues the works with the State

Authorities and Ukrainian business associations

regarding the extension of Belanovo Deposit

licence due to the extension of martial law

period and amendments to the Subsoil Code

of Ukraine to provide the possibility of the

extension of the special permit.

During the year, the first volunteer firefighting

team, which consists from FBM employees,

was established at the enterprises of the

mining industry of Ukraine. The team was

involved extinguishing fires the result of the

shelling of the critical infrastructure facilities

in Kremenchuk District.

GROWTH PROGRAMME

The Group’s expansion and decarbonisation

programmes remain longer-term objectives.

The initial Wave 1 programme to add 3 million

tonnes production capacity a year continues to

be reviewed. Desktop work, including

optimisation studies, is ongoing. However,

wherever possible, investment has been

deferred. Nevertheless, despite the ongoing

war, various capital expenditure projects

aimed at improving product quality and

efficiencies have advanced. For example, the

Company installed technology in the pellet

workshop to strengthen finished pellets, whilst

increasing productivity and reducing iron

losses, to generate cost savings and a

reduction in Scope 1 emissions.

For more information on our plans to electrify

the mining fleet please see the case study the

‘Green Mine Initiative’ in this report.

During 2024, the Group

increased production

significantly, operating

two mines and up to

three of four pelletiser

lines to achieve

production of 6.9 million

tonnes of high-quality

iron ore products.

Viktor Lotous

Head of Ferrexpo’s Operations in Ukraine

(Ferrexpo Poltava Mining General Director)

Financial StatementsCorporate GovernanceStrategic Report

was built to the maximal depth of -1,000 m RL,

including both ore and surrounding strata, and

covering the surface well beyond the mining

license areas. The block model was built for

the time of initial mining (before stripping,

40 years from now to the past) to accurately

reflect any surface movement at any chosen

time period.

The Competent Person updated the Resources

and Reserves for GPL and Yeristovo Deposits

as of 1st January 2025 by assigning digital

terrain wireframes for current pit surfaces to

modernised Resources and Reserves models,

and subtracted the mined ore volumes from

the Total Resource and Reserves figures as

of 1st January 2024. Reconciliation of the

model against actual mining data reported

to DKZ has been conducted. Because the

Resources and Reserves estimates are not

exact calculations, the estimated tonnages

and grades were rounded to the nearest whole

numbers as prescribed by the JORC Code

(2012) reporting rules.

The current Resource and Reserve update

concerns only GPL and Yeristovo Deposits

since the Belanovo Deposit is currently

going through the process of reducing the

licensed area and writing off low-grade lean

mineralisation. The next full re-estimation of

Resources and Reserves, including Belanovo,

will be conducted when following conditions

are met:

• Writing-off the low-grade lean ore from the

total Ferrexpo Resource balance.

• Implementation of the new edition of the

JORC Code, the draft has already been

released for public consultation

• An end to the war in Ukraine.

1. Ferrexpo Gorishne-Plavninske-Lavrykivske and

Yerystivske deposit Mineral Resource and Ore

Reserve statement, 14th August 2020, Copyright

Bara Consulting Limited

Operational performance

(000’t unless otherwise stated) 2024 2023 YoY change

Production

Iron ore mined 20,278 12,112 +67%

Strip ratio 2.2 2.0 +10%

Iron ore processed 16,331 11,576 +41%

Concentrate production 6,723 4,605 +46%

Pellet production 6,071 3,845 +58%

– Direct reduction pellets (67% Fe) 490 0 –

– Premium blast furnace pellets (65% Fe) 5,581 3,845 +45%

Commercial concentrate production 819 307 +167%

Iron ore sales

– Pellets 6,010 3,868 +55%

– Concentrate 819 306 +168%

– Total products sold 6,830 4,174 +64%

OUTLOOK

Logistics availability will continue to determine

sales and production during 2025. The Group

intends to continue the operation of two to

three pelletiser lines. Depending on the

availability to continue exporting through

Ukrainian Black Sea ports, the Group intends

to continue expanding its customer base.

Whilst the Group cannot with any certainty

offer production and cost guidance for 2025,

there are some opportunities to enhance

efficiencies, production and sales.

JORC-COMPLIANT ORE

RESERVES AND MINERAL

RESOURCES

The Resources and Reserves update for our

assets was prepared in accordance with the

guidelines prescribed by the Australasian Code

for Reporting of Exploration Results, Mineral

Resources and Ore Reserves (the JORC Code,

2012 edition), as required by the Listing Rules

of the London Stock Exchange.

Since Ferrexpo mineral assets are located in

Ukraine, we also issue reports to the State

Commission on Reserves (“DKZ”) of Ukraine on

a regular five-year term basis. DKZ is the only

regulatory jurisdiction in Ukraine on Resources

and Reserves. Our Competent Persons

and external consultants are versed in the

correlation appraisals of both systems.

The last updates of our Reserve and Resource

estimates were conducted in August 2020

17 months before the full-scale invasion of

Ukraine. Both Gorishne-Plavninske-Lavrykivske

(“GPL” or “FPM”) and Yerystivske (“Yeristovo”)

Deposits were re-estimated in a joint effort

with Bara Consulting Pty Ltd, Tecoma

Strategies Ltd and Ferrexpo Services Ltd.

The Competent Persons from all these parties

have been involved in the mining industry for

several decades in various roles, have

international experience in exploration,

geostatistics, resource and reserve estimation,

project development, and in the economic

evaluation of mineral deposits including iron

ore, are members of professional institutions

such as the Australian Institute of

Geoscientists and Australian Institute of

Mining and Metallurgy, are bounded by the AIG

Code of Ethics and the South African Natural

Scientists Act, as well as by personal

declarations, and are independent from the

Company.

For the purpose of the 2025 Resource and

Reserve update, the geological interpretation

for the GPL, Yeristovo, Bilanivske (Belanovo)

and Northern Deposits were checked

and corrected where necessary following

new data collected during 2023-2024

exploration campaign. The 2025 Resource

and Reserve models for referred deposits

were subsequently updated using the same

interpolation parameters and reporting

criteria applied in 2020 to keep consistency

with previously reported numbers. In addition

to iron grades, the deleterious elements and

metallurgical parameters have been modelled

and added to the model. In addition, the bulk

densities have been studied geostatistically

and interpolated into the model. This has

resulted in an improvement in the accuracy

of local estimates.

The Dynamic Anisotropy geostatistical

method was chosen for estimation, as it

not only takes the spatial interdependence

of drill hole data into account but also

orientates the searching volume to follow the

structural trend of mineralisation. Because

the Dynamic Anisotropy option allows for the

rotation angles for the searching volume, the

semivariogram is defined individually for each

block model cell. Thus, a misalignment of the

searching volume is avoided and the negative

effect of extrapolation of ore into waste and

vice versa is minimised.

To take into account different scenarios of

economic extraction, the resource block model

Ferrexpo plc

Annual Report & Accounts 2024

Operational Review

JORC-Compliant Ore Reserves and Mineral Resources

Proven Probable Total

JORC-compliant Ore Reserves Mt

total

magnetic

% Mt

total

magnetic

% Mt

total

magnetic

Gorishne-Plavninske-Lavrykivske (“GPL”) 296 33 26 809 31 23 1,105 32 24

Yerystivske 205 30 25 285 33 26 489 32 26

Total 501 32 26 1,094 32 24 1,595 32 25

Measured Indicated Inferred Total

JORC-compliant Mineral

Resources Mt

total

magnetic

% Mt

total

magnetic

% Mt

total

magnetic

% Mt

total

magnetic

Gorishne-Plavninske-

Lavrykivske (“GPL”)

462 35 29 1,607 30 22 744 32 24 2,813 31 24

Yerystivske 254 35 29 566 34 27 382 33 27 1,201 34 27

Bilanivske 336 31 24 1,149 31 23 217 30 21 1,702 31 23

Total 1,052 34 27 3,322 31 23 1,343 32 24 5,717 32 24

2. The Group’s JORC-compliant Ore Reserves and Mineral Resources shown above are based on an independent review completed by Bara Consulting, and are shown on a depleted

basis as of 1 January 2025.

Corporate Governance Financial Statements

Strategic Report

The ‘Green

Mine’ initiative.

Ferrexpo plc

Annual Report & Accounts 2024

CASE STUDY

A joint working group for the Green

Mine has been established that

includes internal specialists across

disciplines such as mining, mining

equipment and repairs, power and

energy, finance and IT. The group has

visited different mines and OEM

facilities in North America, Asia and

Australia, and attended industry events

to review various options.

The research study favoured larger,

300-tonne capacity electric diesel

trucks, powered by trolley-assist where

feasible, based on the topography and

scale of Ferrexpo’s mining operations.

The performance, emissions, cost and

availability of the equipment were also

considered.

PHASE 2

As a second phase, we identified a

pilot area to install trolley-assist

infrastructure and start conceptual

design. This will consider the adoption

and local needs in Ukraine and practical

aspects, such as securing power

supply, the optimal positioning of

charging stations, maintenance

requirements and the provision of

spare parts. We appointed ABB, along

with MEC Mining, to assist with the

conceptual design for the pilot trolley-

assist project. The pilot study

determined the optimal sites of the

mine pit ramp and haulage road on the

dump at FYM.

The study also determined a

specification of ABB power equipment

including the eTrolley Catenary System

and Rectifier Substation, the optimal

fleet size, staffing requirements,

tyre specifications, spare parts,

maintenance requirements and

auxiliary equipment needs. This

analysis has provided us with a

comprehensive understanding of the

project’s capital costs and the potential

operating cost savings. Smaller studies

have also been conducted regarding

excavators, other mining equipment,

locomotives and logistics equipment.

There is still more to do before

investment decisions can be made,

including site work and equipment

orders. However, we have initiated

early discussions on funding options

that consider the ending or

continuation of the war.

One of the biggest opportunities

to reduce our own emissions is to

electrify and automate our mining

processes. This transition supports

our environmental goals, while

presenting a significant financial

opportunity, such as through lower

production costs. These efforts are

central to Ferrexpo’s Green Mine

initiative, formalised in 2023.

We are working on the Green Mine

initiative with MEC Mining, a leading

global technical research and

consulting firm. Together, we have

undertaken a comprehensive

research study based on a ten-year

mine plan to identify opportunities for

electrification of our mining operations.

IDENTIFYING A

PATH FORWARD

PHASE 1

The study’s solutions include:

• Excavators and dump trucks of

various sizes that use diverse

technologies from a range of original

equipment manufacturers (“OEMs”).

• Potential installation of trolley-assist

technology, where heavy trucks are

equipped with pantographs

connected to overhead electric

power lines to supplement the diesel

engines with additional electric

power. This leads to improved fuel

efficiency, enhanced productivity –

as trucks can ascend at greater

speeds – extended engine life due

to reduced strain on the diesel

engine, and lower emissions.

• The replacement of the existing

diesel and diesel-electric locomotive

fleet with battery-electric

locomotives and traction

performance technologies.

“Our work on the

Green Mine initiative

includes calculation of

potential savings on

CAPEX and OPEX and

the overall reduction

of carbon emissions

over the modelled

ten-year period.”

Yurii Khymych

Ferrexpo Belanovo Mining General Director,

Chief Project Officer: fleet electrification and

automation and Head of Ukraine CSR Projects.

Financial StatementsCorporate GovernanceStrategic Report

United to

realise value

Ferrexpo plc

Annual Report & Accounts 2024

Market Review

Europe

77%

Asia 17%

MENA 6%

Ferrexpo

Direct

Reduction

Pellets

Ferrexpo

Premium

Pellets

62 Index

(Medium

Grade

Benchmark)

65 Index

(High

Grade

Benchmark)

Customer sales in 2024

6.8MT

“In a constantly

evolving

marketplace,

it is important

to understand

our customer’s

needs to create

common value”

Access to Ukrainian Black Sea

ports enabled us to expand sales

to existing and new customers

in Europe, the MENA region and

the Far East.

Sales rebounded in 2024. The trust that was

built throughout the organisation and with

our logistics providers enabled the Group to

overcome the many risks and challenges we

faced as we restored capacity. This resulted in

an improvement in customer confidence and the

expansion of sales to former markets in Europe,

the MENA region and Asia.

The marketing team travelled extensively in 2024,

meeting with customers in China, Japan, Vietnam,

and across the Middle East, Europe and North

America. Communicating with customers to

understand their concerns and needs is

important. It allows the sales and marketing team

to be the voice of the customer within the Group,

and to work with colleagues in production and

logistics, to deliver our customers the products

they need when they need them.

This co-ordination was particularly important

during 2024, due to lower iron ore and steel prices

and margins, because it helped us to deliver value

to our customers. By being responsive to their

needs, we were able to build more flexibility into

our business, selling a variety of products in

varying cargo sizes, on different terms to

customers around the world.

UKRAINIAN BLACK SEA PORTS

As access to Ukrainian Black Sea ports started to be

restored in late 2023, the sales and marketing team

moved swiftly to secure port access, vessels, crews and

risk insurance, and in mid-January the first capesize vessel

departed for Tianjin in China.

The first vessels to China helped restore customer

confidence in the Black Sea route, and in February

shipments resumed to customers in Europe and the

MENA region. A total 32 vessels were fixed and loaded

from Ukrainian Black Sea ports in 2024. During the year,

loading times at the ports have improved, and freight rates

and risk-insurance premiums have come down. However,

volumes are still lower and costs higher than in 2021, the

last full year before the full-scale invasion, when the Group

fixed 67 vessels from Ukrainian ports.

As long as it remains safe and affordable to export from

Ukrainian Black Sea ports, we will continue to do so. We

are transparent about this with our customers and open

about all the mitigations that we have in place to minimise

reliability risks.

FERREXPO SALES SPLIT

With access to Ukrainian Black Sea ports, Ferrexpo was able to

resume supplies to customers in Asia and MENA in 2024.

FE content (%)

Yaroslavna Blonska

Acting Chief Marketing Officer

Financial StatementsCorporate GovernanceStrategic Report

DECARBONISING LOGISTICS

NETWORKS

A consequence of the reopening of Ukrainian

Black Sea ports has been the scaling back of

our exports by river barge and also through

Romanian Black Sea ports. Although some

customers still opt for delivery by rail or

Danube river barge, this accounted for only

50% of sales in 2024, compared to 69%

in 2023.

Ferrexpo’s deliveries to the Black Sea ports

and the Western Ukrainian border are made

using electric locomotives. As Ukraine starts

accession talks for EU membership, Ferrexpo

has been advocating for electrified rail

routes all the way to customers in Europe to

decarbonise logistics and reduce Scope 2

and 3 emissions. The company’s river barging

subsidiary, First DDSG, is also advocating

for greater EU support to cover the cost of

converting to lower carbon fuels, in particular,

hydrotreated vegetable oil (“HVO”). Support

for this could result in the Danube being a low

carbon transport network, connecting the

ten Danube shore countries with the Black

Sea and the wider greater European river

and canal network.

CUSTOMER GROWTH

MARKETS

During 2024, the Group restarted production

of Ferrexpo DR pellets (“FDP”) for the first

time since the full-scale invasion of Ukraine.

A total of 380,000 tonnes of FDP were

sold. These sales were predominantly to

new customers in the MENA region, and

are an example of the marketing team’s

efforts to enhance sales margins by product

and geography.

The team has also worked as a conduit

between customers and colleagues in

production, facilitating feedback about

pellet quality so that adjustments and

improvements can be made. Working in a

collaborative manner has also enabled the

production and supply of customised pellets

for certain customers that have particular

quality, coating and logistics requirements.

STEEL MARKET

During 2024, global crude steel production

increased and prices decreased for the second

year in a row. In North America and Europe,

high interest rates and inflation resulted

in lower demand from the steel-intensive

construction and automotive sectors. This

was made worse due to an oversupply of

cheap Chinese steel into these regions, as

steel production in China increased despite

weaker domestic demand due to a fall in

infrastructure and construction activity.

As a result, market commentators are

suggesting that regional tariffs for Chinese

steel imports are increasingly likely, which

could place more pressure on the Chinese

steel industry, though provide for higher steel

prices in non-Chinese regional markets. This

would be a welcome shift for the European

steel industry which has been battling the

Chinese imports, at a time of high energy

costs and the looming effects of EU CBAM. It

is important that the European iron ore and

steel industry continues to work together and

lobby for investment and policy measures to

protect it, so that common value chains, from

mining and metallurgical companies, to steel

manufacturers, fabricators and end users, can

work together to decarbonise.

IRON ORE MARKET

Global iron ore production is approximately

2.5 billion tonnes a year, of which 1.6 billion

tonnes are traded on seaborne markets.

Australia and Brazil are the largest exporters,

with Ukraine ranking eighth in 2024, compared

to fourth in 2021, the last full year before the

full-scale invasion.

In the final quarter of 2023, the iron ore

market rallied due to unexpected Chinese

stimulus measures which temporarily boosted

iron ore prices, notably due to a strong interest

from paper and derivative trading markets. As

a result, iron ore prices opened the year on a

strong footing with the higher-grade

benchmark 65% Fe opening at US$153 per

tonne and the medium grade 62% Fe

benchmark at US$143 per tonne.

Ferrexpo plc

Annual Report & Accounts 2024

Market Review continued

Iron ore prices (2024) (US$/t)

Summary of industry key statistics

100

150

200

Mar 24 Apr 24 May 24Feb 24 Jun 24 Jul 24 Aug 24 Sep 24 Oct 24 Nov 24 Dec 24Jan 24

Fe 62% Fe 65%

During 2024, the three largest iron ore

producers have increased production,

and avoided weather-related disruptions

as a result of calmer and drier cyclone and

rainy seasons. Real demand, however, has

been subdued throughout the year as no

significant Chinese stimulus has succeeded

in igniting the Chinese property market,

and in turn the construction industry and

demand for steel rebar. There were

indications that iron ore prices at times

traded more on sentiment towards the

Chinese macroeconomic outlook rather

than actual fundamentals, with iron ore

price shifts of US$5 to US$10 for short

periods of anticipation, or disappointment

at the lack of, large fiscal stimulus measures.

In September 2024, the benchmark prices

dipped below US$100 per tonne, later

recovering on limited Chinese stimulus

measures. The benchmark 65% Fe price

closed the year at US$114 per tonne, 26%

lower than the start of the year.

IRON ORE PELLET MARKET

Pellet markets also witnessed a clear

downtrend throughout 2024. The

‘benchmark’ Atlantic blast pellet premium

went from US$40 per tonne in the first

quarter of 2024 to US$38 per tonne in the

fourth quarter. Ferrexpo’s pellet premiums

are based on this benchmark, adjusted for

quality differences.

The pellet market faced similar challenges

to the iron ore fines market, although it

was uniquely noticeable that the DR pellet

market was being dampened by a weak

blast furnace pellet market. This was

evident in China where pellet premiums

were especially low, and to a lesser degree

in Europe as several blast furnaces were

closed or idled.

One bright spot in the DR market was

stable demand from the MENA region,

which is benefiting from strong

construction market demand from

Saudi Arabia and the UAE. Steel

producers using DR pellets are operating

at near full capacity, which translated

into increased demand for our products.

2024 2023 YoY change

Iron ore fines price (65% Fe CFR China) 123 132 -6%

Iron ore fines price (62% Fe CFR China) 109 120 -9%

Average 65% over 62% Fe 14 12 +14%

Atlantic blast pellet premium 40 45 -10%

Atlantic direct reduction pellet premium 58 57 +2%

C2 freight rate (Brazil Netherlands) 11 10 +6%

C3 freight rate (Brazil China) 25 21 +19%

FREIGHT

The freight market was less volatile in 2024

than in 2023. Freight rates were higher in the

first quarter as dry weather in the southern

hemisphere increased demand, and fleets

worked through dislocations and longer

voyage times caused by heightened tensions in

the Red Sea and longer journey times through

the Suez Canal.

As vessel demand eased in the second and

subsequent quarters of 2024, freight rates

started to reduce. This was also the case for

Ukrainian seaborne exporters, as more vessels

became available, and risk premia started to

narrow. In June 2024, a leading global

container shipping company resumed services

to Ukraine. Although Ferrexpo uses dry bulk

vessels, this was a positive step, and it is hoped

that more ship owners will feel incentivised to

return to Ukraine.

2025 OUTLOOK

The outlook for 2025 remains dominated by

China’s macroeconomic and construction

outlook. Further iron ore supply increases

are also anticipated, as the major suppliers

expand their activities in Australia and Brazil,

and new projects in West Africa come into

production. There are some early signals that

the down cycle in European steel is starting

to turn, but it is too early to call, and more

investment and policy support are needed.

The sales and marketing team are continuing

their efforts to work with existing and new

customers and focussing on expanding the

portfolio of premium iron ore products to

premium steel mills around the world.

Yaroslavna Blonska,

Acting Chief Marketing Officer,

Ferrexpo plc

Corporate Governance Financial Statements

Strategic Report

United to

optimise

the business

Ferrexpo plc

Annual Report & Accounts 2024

Financial Review

Electricity 32%

Natural gas and

sunflower husks 7%

Fuel

(including diesel) 9%

Materials 12%

Personnel 8%

Maintenance

and repairs 17%

Grinding media 6%

Royalties 7%

Explosives 2%

Net cash position

US$101

Stable net cash position in

continued challenging environment

(2023: US$108 million).

Net cash flows from operating activities

US$92

Positive operating cash flow generation,

slightly lower than in previous year (2023:

US$101 million)

Stable net cash position despite

challenging markets for iron ore

products and war-related spike

in prices for input material

affecting margins

SUMMARY

The Group continued to demonstrate resilience and

flexibility from an operating perspective, although the

ongoing war in Ukraine continues to affect financial results.

The regained access to Ukrainian Black Sea ports enabled

the Group to expand sales to existing and new customers

in Europe, the MENA region and the Far East, resulting in

a strong increase in sales volume in 2024 and a further

geographical diversification of the Group’s customer base.

However, the second half of the year saw market weakness

and turbulence in the pricing of iron ore products,

affecting, affecting margin and cash flow generation.

The situation in Ukraine continues to require the Group to

be extremely flexible, as mining operations and production

have to be adapted to the prevailing market conditions.

During 2024, the Group operated between two and three

out of four pelletising lines, aligned with the sales portfolio

and depending on the availability of electricity. Despite the

positive effects from higher production on the fixed cost

absorption of iron ore pellets produced, the Group’s

production cost per tonne increased as result of higher

than expected prices for input materials, especially for

electricity imported from EU countries.

In 2024, the Group invested US$102 million in its operation,

mainly in Ukraine, and finished the year with a net cash

position of US$101 million.

REVENUE

Revenue increased by 43% to US$933 million in 2024

(2023: US$652 million).

In 2024, the Group benefited from the reopening

of Ukrainian Black Sea ports. As a result, total sales

volumes were 64% higher at 6.8 million tonnes

(2023: 4.2 million tonnes).

The positive effect from higher sales volumes was partially

offset by a 7% decline in the annual average benchmark

iron ore price (65% Fe) and a 10% decline in the annual

average pellet premium. At the same time, the average

index rates for international freight increased by 18% to

US$24.9 per tonne compared to US$21.1 per tonne in 2023,

and lowered the Group’s net back realised prices for sales

under the International Commercial Terms (“Incoterms”)

of FOB (“Free on Board”).

Due to the availability of the Ukrainian Black Sea ports,

the proportion of seaborne sales increased, compared to

those transported by rail or barge to the Group’s customers

in Europe.

For more information on the market factors influencing

pricing of the Group’s products and logistics, please see

the Market Review section on pages 26 to 29.

C1 CASH COST BREAKDOWN

Ferrexpo continues to sell the majority of its products to

long-standing customers, thereby securing stable offtake

volume for the Group and commands greater certainty

of supply for customers.

“We are

immensely proud

of the resilience of

our teams across

our supply chain.

It has made a huge

impact on our

performance.”

Nikolay Kladiev

Chief Financial Officer

Financial StatementsCorporate GovernanceStrategic Report

C1 CASH COST OF

PRODUCTION

Cost of sales in 2024 totalled US$597 million

compared to US$362 million in 2023. The

increase is a result of significantly higher pellet

production volume, which increased by 58%

to 5.7 million tonnes, compared to 3.8 million

tonnes in 2023. Similar to the previous year,

the Group’s production volume was generally

aligned to accessible logistics capacity to

minimise the working capital outflow and,

additionally, dependent on the availability

of electricity during the second half of 2024.

In addition to these, the higher production

volume in 2024 supported a better absorption

of fixed costs and limited losses in view of the

extraordinary challenges posed by inflationary

pressure on input material.

The C1 cash cost of production (“C1 costs”)

reflects the Group’s operating costs for

the production of iron ore pellets, with a

breakdown of the different cost components

shown in the table below.

2024 2023

Electricity 32% 32%

Natural gas and

sunflower husks

7% 9%

Fuel (including

diesel)

9% 7%

Materials 12% 8%

Personnel 8% 11%

Maintenance and

repairs

17% 16%

Grinding media 6% 6%

Royalties 7% 9%

Explosives 2% 2%

The numbers above are rounded to full decimals.

The Group’s average C1 costs increased to

US$83.9 per tonne, compared to US$76.5 per

tonne in 2023. The positive effects from the

higher production on the fixed cost absorption

per tonne of iron ore pellets produced and, the

devaluation of the local currency, were offset

by higher prices for input material.

The main C1 costs drivers are the price of

electricity, natural gas and diesel in Ukraine,

which are outside of the Group’s control. The

increase of the C1 costs in 2024 was driven

primarily by the sharp increase in electricity

prices as a result of the continued Russian

attacks on power generation and distribution

facilities in Ukraine, meaning that a significant

proportion of the electricity required has to

be imported from neighbouring European

countries at higher prices. Increased mining

and maintenance activities during the year

resulted in a higher proportion of diesel

consumption and repair costs. Another

important component of the Group’s C1 costs

that is also outside of the Group’s control

relates to royalties in Ukraine, which came into

effect in January 2022, and which accrue and

are paid based on a tiered system. According

to this regime, royalties are calculated based

on the benchmark index price for a medium-

grade (62% Fe) iron ore fines price and

computed based on the cost of different iron

ore products. The rate varies between 3.5%,

5.0% and 10% depending on the benchmark

index price for 62% Fe. The royalty expense

totalled US$32 million in 2024, compared to

US$25 million in 2023, driven mainly by the

higher production volume, but partially offset

by the effect of lower index prices during most

periods in 2024.

Group operating costs, denominated in

Ukrainian hryvnia (“UAH”), account for

approximately two thirds of the Group’s C1

costs. Consequently, changes in hryvnia to

dollar rates can have a significant impact on

the Group’s operating costs, including the C1

costs. The UAH depreciated by 11% to the US

dollar in 2024, compared to a depreciation of

4% in 2023.

The Group’s C1 costs per tonne represent the

cash cost of the production of iron pellets

from ore, divided by the production volume.

The C1 costs exclude non-cash costs such as

depreciation, pension costs and inventory

movements. The C1 cash cost of production

(US dollars per tonne) is regarded as an

Alternative Performance Measure (“APM”).

BREAKDOWN OF C1 COSTS

The main C1 costs components are electricity,

natural gas and diesel in Ukraine, which

collectively represent 48% (2023: 48%) of

the total cost base as presented in the chart

above with changes and the proportions of

the different cost components.

In 2024, the proportion of the C1 costs per

tonne for electricity remained unchanged at

32% because increased production volumes

were not enough to offset higher electricity

prices. The average electricity price in Ukraine

in 2024 increased by 27% in US dollar terms,

peaking at US$188 per megawatt-hour

(“MWh”) in July 2024, compared to an average

of US$109 per MWh in 2023. The proportion

of natural gas decreased to 7% (2023: 9%)

due to lower prices on the global markets

and improved consumption, whereas the

proportion of fuel increased from 7% in 2023

to 9%, mainly due to the Group’s ramp up

of mining activities in 2024. As a result, total

costs for fuel and consequently the share

of fuel increased, despite lower fuel prices

in 2024. The proportion of natural gas was

also reduced as a result of increased use of

sunflower husks as a substitute. The average

Brent price for oil and the average price

for natural gas decreased by 3% and 16%

respectively in US dollar terms, compared

to an increase of 17% and 68% in 2023.

The increase in the proportion for materials

from 8% in 2023 to 12% in 2024 is due to the

higher local inflation, partially offset by the

effects of the devaluation of the Ukrainian

currency, and items available in stock and

expensed when consumed. The decrease of

the proportion of personnel expenses from

11% in 2023 to 8% is largely driven by the more

favourable fixed cost absorption per tonne of

pellets produced, which was, however, partially

offset by adjustments made to the salaries of

the workforce in Ukraine.

Due to the ongoing war in Ukraine resulting

in lower production activities than before

the war, the Group sustained its maintenance

and repair programme for its mining and

processing equipment at a similar level to

that of 2023.

See section “C1 cash cost of production”

for further information on the Group’s

production costs.

SELLING AND

DISTRIBUTION COSTS

Total selling and distribution costs increased

to US$246 million in 2024 (2023: US$161

million), due to growth in sales to seaborne

markets after access to Ukrainian Black Sea

ports was regained. As a result, CFR and CIF

sales volume increased to 2,492 thousand

tonnes, compared to 168 thousand tonnes in

2023, increasing international freight costs

from these sales by US$88 million, compared

to US$51 million in 2023. In addition to the

effect from higher seaborne sales volumes,

international freight costs in 2024 were also

affected by higher freight costs for exports

through Black Sea ports due to the ongoing

war in Ukraine. In addition to the higher freight

rates, considerable insurance premiums were

also incurred for shipments from Ukrainian

Black Sea ports. The Group spent US$9

million for war risk covers during 2024 (2023:

nil) in the Ukrainian Black Sea area as well as

in the Red Sea area for shipments to certain

customers in MENA and Asia.

Seaborne logistics routes are generally the

lowest cost and most efficient way to deliver

the Group’s products to customers. However,

as a result of the ongoing war in Ukraine, the

Group has had to bear significantly higher

logistic costs than before the war, exerting

additional pressure on margins. Since the

full-scale invasion of Ukraine, and before

access to the Ukrainian Black Sea ports was

regained, the Group established new logistics

routes and relationships with alternative

logistics providers and port operators, which

Ferrexpo plc

Annual Report & Accounts 2024

Financial Review continued

1. Source: S&P Global Commodity Insights

2. Source: National Bank of Ukraine

Ukrainian hryvnia vs. US dollar

UAH per USD

Spot 14.03.25

41.527

Opening rate 01.01.24

37.982

Closing rate 31.12.24

42.039

Average 2024

40.152

Average 2023

36.574

in combination were more expensive and also

adversely affected the Group’s cash conversion

cycle during the comparative year 2023.

The Ukrainian rail network is essential to

delivering the Group’s products to Black Sea

ports and to the Western border of Ukraine.

In 2022 and 2023, the Ukrainian rail network

experienced congestion, but the situation

continued to improve in 2024. Rail tariffs in

Ukraine remained unchanged in 2024 and

2023, after a hefty 70% increase was imposed

from July 2022. Tariffs in US dollar terms

benefited, however, from the devaluation of

the local currency.

GENERAL AND

ADMINISTRATIVE EXPENSES

General, administrative and other expenses in

2024 increased to US$69 million, compared

to US$64 million in 2023. Positive impacts

from planned cost management and saving

initiatives and the devaluation of the Ukrainian

hryvnia have, however, been offset by higher

legal and consulting costs in connection with

an increase in legal disputes against the Group.

See Note 30 Commitments, contingencies and

legal disputes to the Consolidated Financial

Statements for the current environment

in Ukraine vis-à-vis the Group, and further

information on the ongoing legal challenges

and disputes of the Group in Ukraine.

OTHER OPERATING EXPENSES

Other operating expenses increased from

US$29 million in 2023 to US$92 million in

2024, predominantly due to a non-cash

impairment loss of US$72 million recorded as

at 31 December 2024 on the Group’s non-

current operating assets, including property,

plant and equipment, intangible assets and

other non-current assets. The recorded

impairment loss resulted from the Group’s

lower cash flow generation, driven by a

material decline of prices for iron ore products

due to a less optimistic long-term outlook for

the iron ore market and higher prices for input

material due to the ongoing war in Ukraine.

Further to that, the balance of Other operating

expenses benefited from lower allowances for

doubtful debts under the expected credit loss

model and outstanding VAT receivable

balances.

CURRENCY

Ferrexpo prepares its accounts in US dollars.

The functional currency of the Group’s

operations in Ukraine is the Ukrainian hryvnia,

as approximately two thirds of the Group’s

operating costs are historically denominated

in local currency.

The local currency devalued from 37.982 at

the beginning of the year to 42.039 as at

31 December 2024 (-10%), compared to a

devaluation of 4% in 2023. With the

continuation of Martial Law during 2024,

the National Bank of Ukraine (“NBU”) has

continued to maintain significant currency

and capital controls in Ukraine to manage the

local currency.

As a result, there are limitations to converting

balances in local currency into US dollars, and

to transferring US dollars between onshore

and offshore accounts of the Group. See Note

30 Commitments, contingencies and legal

disputes to the Consolidated Financial

Statements for further information.

OPERATING AND NON-

OPERATING FOREIGN

EXCHANGE GAINS/LOSSES

As the functional currency of the Ukrainian

subsidiaries is the hryvnia, a devaluation

of the hryvnia against the US dollar results

in foreign exchange gains on the Group’s

Ukrainian subsidiaries’ US dollar denominated

receivable balances from the sale of pellets.

As a result of the higher devaluation in

2024, the operating foreign exchange gains

increased to US$83 million in 2024, compared

to US$31 million in 2023.

Non-operating foreign exchange losses

increased from US$8 million in 2023 to

US$39 million in 2024, and relate primarily

to the translation of US dollar denominated

loan payable balances of the Group’s

Ukrainian subsidiaries.

For further information on the operating

foreign exchange gains and the non-operating

foreign exchange losses, please see Note 9

Foreign exchange gains and losses to the

Consolidated Financial Statements.

UNDERLYING EBITDA

Despite the loss for the year, underlying EBITDA

remained positive in 2024, but decreased by

30% to US$69 million, mainly due to lower

operating profits because of lower realised

prices and higher C1 costs as a result of

increased prices for production inputs.

Historically and in line with the Group’s

definition of the Underlying EBITDA at that

time, the Group’s Underlying EBITDA included

operating foreign exchange gains and

losses, which could be material depending

on exchange rate of the Ukrainian hryvnia

to the US dollar. During the financial year

2024, the Group amended its definition of

Underlying EBITDA by excluding operating

foreign exchange gains and losses. As a result,

the Underlying EBITDA as at the end of the

comparative period ended 31 December

2023 was restated from US$130 million to

US$99 million. See the section Items excluded

from underlying earnings on page 34 for the

effects considered as an exceptional item and

excluded from the Group’s underlying EBITDA.

Underlying EBITDA is an Alternative

Performance Measure (“APM”) and further

information is provided on page 237.

NET FINANCE EXPENSE

The Group’s finance expenses remained stable

compared to 2023, at US$5 million.

With the exception of lease liabilities, the

Group does not have any outstanding interest-

bearing loans and borrowings, therefore no

interest expenses on finance facilities were

incurred. As in the prior year, the majority

of finance expense relates to the calculated

interest on the Group’s pension scheme,

without any cash outflow effects, and to bank

charges. At the same time, interest income

decreased from US$5 million in 2023 to

US$4 million in 2024. Interest income is derived

from the available funds invested in deposits

and depends on interest rates on the global

financial markets and the funds invested.

Further details on finance expense are

disclosed in Note 10 Net finance expense to

the Consolidated Financial Statements.

Key Financial Performance Indicators

US$ million (unless stated otherwise) 2024 2023 YoY change

Total pellet production (kt) 6,071 3,845 58%

Total pellet and concentrate production (kt) 6,890 4,152 66%

Sales volumes (kt) 6,830 4,174 64%

Iron ore price (65% Fe Index, US$/t)

123 132 (7%)

Revenue 933 652 43%

C1 cash cost of production (US$/t) 83.9 76.5 10%

Underlying EBITDA

69 99 (30%)

Underlying EBITDA

margin 7% 15% (8pp)

Capital investment

102 101 1%

Closing net cash 101 108 (6%)

Corporate Governance Financial Statements

Strategic Report

INCOME TAX

The Group’s income tax expense increased to

US$30 million, compared to US$16 million in

2023, resulting in an effective tax rate of 33.7%

(2023: 26.1%), after the elimination of exceptional

items resulting in a loss before tax in both

financial years and distorting the effective tax

rate. The Group’s effective tax rate is generally

impacted by effects which are not tax deductible

in different jurisdictions according to the local tax

regulations. The effective tax rate for 2024 was

affected by an impairment loss of US$72 million

on the Group’s non-current operating assets, of

which US$68 million is not tax deductible in

Ukraine, and no deferred tax asset was

recognised. Further to that, there is a significant

effect from low-grade ore extracted by one of

the Group’s subsidiaries, which is expensed for

Group reporting purposes, but capitalised in

the stand-alone financial statements of the

subsidiary, as it is not accepted as an expense

under the current mining licence. The effective

tax rate for the comparative year 2023 was

affected by the recognition of provisions for legal

disputes in Ukraine totalling US$131 million, which

are not tax deductible, and no deferred tax asset

was recognised. In addition, valuation allowances

on recognised deferred tax assets have an impact

on the effective tax rate of the Group. An

additional allowance of US$4 million was

recorded in the financial year 2024, compared to

an allowance of US$10 million in the comparative

year 2023, on deferred tax assets recognised by

the Group’s two major subsidiaries in Ukraine.

The allowances are necessary because of

profitability is lower than expected due to the war

in Ukraine and due to a shorter period allowed for

the unwinding of the temporary differences due

to the material uncertainty in respect of the

Group’s ability to continue as a going concern. For

further information see Note 11 Taxation to the

Consolidated Financial Statements.

In 2024, the income tax paid by the Group

totalled US$23 million (2023: US$13 million),

of which US$16 million was paid in Ukraine

(2023: US$12 million). The income tax paid

includes withholding tax on intercompany

dividend and interest payments considered

as income tax paid.

Further details on taxation are disclosed

in Note 11 Taxation to the Consolidated

Financial Statements.

ITEMS EXCLUDED FROM

UNDERLYING EARNINGS

The underlying EBITDA in 2024 was adjusted by

the impairment loss of US$72 million recorded

as a result of a reduction in the carrying value

of the Group’s assets and the continued lower

cash flow generation of the Group due to the

ongoing war in Ukraine. See Note 13 Property,

plant and equipment to the Consolidated

Financial Statements for further details.

There are a number of events after the

reporting period that are treated as non-

adjusting post balance sheet events. Some of

these events could lead to an impairment in a

future period. For further information, see

Note 35 Events after the reporting period.

In the comparative year 2023, the effect of

US$131 million of provisions recognised for

ongoing legal disputes is considered as an

exceptional item and is therefore excluded

from the Group’s underlying EBITDA.

CAPITAL INVESTMENT

Capital expenditure in 2024 totalled US$102

million, and thus remained on the same level

as in 2023. Of the total amount spent in 2024,

sustaining capital expenditures increased to

US$37 million, compared to US$31 million

spent in 2023, and covered the activities at

all of the Group’s major business units. The

current level of sustaining capital expenditures

takes into account the operational and logistics

constraints as a result of the ongoing war in

Ukraine. The Group continuously reviewed and

optimised the level and timing of its activities

to ensure the reliability of operations in

Ukraine and to avoid unexpected downtimes.

The increase compared to 2023 also reflects

the backlog of certain sustaining capital

expenditures that have been postponed since

the beginning of the war.

At the same time, the Group considered the

timing of investments in strategic development

projects, resulting in expenditures of US$65

million, compared to US$70 million in 2023.

Some of the larger capital investments included

additional funds for the new press filtration

complex and a new concentrate conveyor line

along the production circuit, which totalled

US$24 million and US$2 million, respectively.

These investments will allow the Group to

increase production of high-grade products in

the near term once the operation returns to full

capacity, and to produce iron ore concentrates

and pellets at the same time, thereby removing

the restriction on the simultaneous production

of pellets or concentrates. Further to that, the

Group spent US$9 million (2023: US$22 million)

on stripping activities for future production

growth and US$18 million on the concentrator

and pelletiser projects (2023: US$22 million)

as part of the Wave 1 Expansion Programme

to manage commitments made previously.

The Group also spent US$3 million on the

development and exploration of the Belanovo

deposit (2023: US$3 million), as well as US$1

million in a hydrolysis plant (2023: US$1 million)

to trial using hydrogen as a fuel in the Group’s

pelletiser. For further information on the

Group’s activities to grow its business in 2024,

please see page 21.

Considering the unchanged cash flow

generation, which is still affected by the

ongoing war in Ukraine, no ordinary dividends

were paid during the calendar years 2024 and

2023. The Group has a shareholder returns

policy outlining the Group’s intention to deliver

up to 30% of free cash flows as dividends in

respect of a given year. The Group’s ability to

make dividend payments also depends on

developments in respect of the ongoing legal

disputes in Ukraine.

For further information see Note 30

Commitments, contingencies and legal disputes

to the Consolidated Financial Statements.

DEBT AND MATURITY PROFILE

The Group has maintained its strong balance

sheet in 2024, being basically debt free, and in

a net cash position of US$101 million as at

31 December 2024 (2023: US$108 million).

With the exception of lease liabilities, the

Group did not have any outstanding interest-

bearing loans and borrowings as of

31 December 2024 and 2023.

LOSS FOR THE YEAR

The Group’s result for the financial year 2024

is a loss of US$50 million, mainly coming

from an impairment loss of US$72 million,

compared to a loss of US$85 million in 2023.

The loss in 2023 resulted from the recognition

of provisions for ongoing legal proceedings

and disputes in Ukraine amounting to

US$131 million. Without the special effects in

2024 and 2023, the results would have been

profits of US$22 million and US$46 million,

respectively. Beside the effect from the

impairment loss recorded in 2024, the Group’s

operating profit was affected by lower prices

for iron ore products on the global markets

and higher prices for input material due to the

ongoing war in Ukraine.

CASH FLOWS AND CASH

EQUIVALENTS

Operating cash flow before changes in working

capital decreased by 35% to US$67 million,

compared to US$103 million in the previous

year. The lower operating cash flow generation

is driven by the Group’s lower operating profit.

There was an overall working capital inflow of

US$52 million compared to US$13 million in

2023, which was driven largely by the decrease

of the trade receivable balance due to better

cash collection, whereas the increase of the

trade payable was almost offset by the slightly

higher inventory accumulated for planned

sales at the beginning of 2025, and other taxes

recoverable balances. The Group continued to

receive regular VAT refunds in 2024,

supporting the Group’s cash flow generation,

with the higher VAT closing balance as at

31 December 2024 reflecting the increased

operating activity than in 2023.

The net cash flow from operating activities was

US$92 million, slightly lower than in 2023. The

effect from the lower operating cash flow was

offset by positive effects from working capital

movements as at 31 December 2024.

The Group continued its capital expenditure

programme and the investments totalled

US$102 million in 2024, and thus remained on

the same level as in 2023. See the section below

for further information.

Despite the lower operating cash flow

generation and capital expenditures at a similar

level as in 2023, the Group managed to maintain

its closing balance of cash and cash equivalents

above US$100 million, totalling US$106 million

as of 31 December 2024, compared to US$115

million as of 31 December 2023.

The balance of cash and cash equivalents held

in Ukraine amounts to US$4 million as at

31 December 2024 (31 December 2023: US$6

million). The significant currency and capital

control restrictions introduced in Ukraine by

the NBU following the adoption of Martial Law

are still in place. Although these measures

were softened by the regulator in 2024, they

are still affecting the Group in terms of its

ability to make cross-border payments, which

may be carried out only in exceptional cases.

For further information see Note 30

Commitments, contingencies and legal disputes

to the Consolidated Financial Statements.

Ferrexpo plc

Annual Report & Accounts 2024

Financial Review continued

As of 31 December 2024, the credit rating

agency S&P had a corporate and debt rating

for Ferrexpo of CCC, with a negative outlook.

The credit ratings agency Moody’s had a

long-term corporate and debt rating for

Ferrexpo of Caa3, with a negative outlook. The

credit ratings agency Fitch maintains a CCC+

with a negative outlook rating on the Group.

While the credit rating of Ferrexpo is capped

by the sovereign credit rating of Ukraine, the

ceilings for credit ratings ascribed to Ferrexpo

by S&P, Moody’s and Fitch are higher (five

notches above sovereign, SD, for S&P, one

notch above sovereign, Ca, for Moody’s and

five notches above sovereign, RD, for Fitch).

RELATED PARTY

TRANSACTIONS

The Group enters into arm’s length transactions

with entities under the common control of

Kostyantin Zhevago and his associate. All these

transactions are considered to be in the

ordinary course of business.

During the financial year 2024, the Group

made bail payments totalling US$1 million

(2023: US$15 million) on behalf of three

members of the top management (2023: four)

of one of the Group’s subsidiaries in Ukraine in

respect of various legal actions and ongoing

court proceedings initiated by certain

governmental bodies against the Group’s

subsidiaries and members of the senior

management in Ukraine.

See also below under Contingent liabilities

and legal disputes and Note 34 Related party

disclosures to the Consolidated Financial

Statements for further details.

CONTINGENT LIABILITIES AND

LEGAL DISPUTES

The Group is exposed to risks associated with

operating in a challenging environment in

Ukraine during a time of war and the current

circumstances facing Mr Zhevago. As a result,

the Group is subject to various legal actions and

ongoing court proceedings initiated by different

government agencies in Ukraine. There is a

continued risk that the independence of the

judicial system and its immunity from economic

and political influences in Ukraine is not upheld.

Consequently, Ukrainian legislation might be

applied inconsistently to resolve the same or

similar disputes. As a result, the Group is exposed

to a number of higher risk areas than those

typically expected in a developed economy,

which require a significant portion of critical

judgements to be made by the management.

As announced on 4 February 2025, the Group’s

subsidiary Ferrexpo Poltava Mining (“FPM”) has

received a civil claim seeking joint liability of FPM

and its General Director for damages amounting

to UAH 157 billion (approximately US$3.8 billion

as at 14 March 2025) in favour of the Ukrainian

state. This claim is related to an initial accusation

of the illegal sale of waste products, as disclosed

in the Group 2023 Annual Report & Accounts,

which have transformed into accusations

that FPM is illegally mining and selling subsoil

(minerals other than iron ore), which is said to

have caused damage to the environment. FPM

rejects these allegations in their entirety on

the basis that there was no illegal extraction

of the subsoil. Even if a court in Ukraine would

conclude that there was illegal mining and sale

of subsoil, the extent of this claim is in no way

comprehensible and it is Group management’s

position that no reliable estimate can be made

as at the date of approval of these consolidated

financial statements. As a consequence, no

provision was recorded as at 31 December 2024

in accordance with IAS 37 Provisions, contingent

liabilities and contingent assets.

In respect of the ongoing contested sureties

claim, several court hearings took place in

2024 and 2025 without a final Supreme Court

ruling and the next hearing is scheduled for

21 March 2025. If the final Supreme Court

ruling is not in favour of FPM, the claimant

may take steps to appoint either a state or a

private bailiff and request the commencement

of enforcement procedures, which could have

a material negative impact on the Group’s

business activities and its ability to continue as

a going concern, as the assets of FPM could be

seized or subject to a forced sale.

See Note 2 Basis of preparation and Note 30

Commitments, contingencies and legal

disputes to the Consolidated Financial

Statements as well as the Principal Risks

section on pages 81 to 94 for further details.

In addition to the cases above, there are a

number of events after the reporting period,

which had to be assessed by the management

when preparing the financial statements for

the year ended 31 December 2024. Most of

these events are treated as non-adjusting

post balance sheet events from an accounting

perspective. See Note 35 Events after the

reporting period for further information.

GOING CONCERN

As at the date of the approval of these

Consolidated Financial Statements, the war

is ongoing and poses a significant threat to

the Group’s mining, processing and logistics

operations in Ukraine. This threat results in

material uncertainties outside of the Group’s

control. In addition to the war-related material

uncertainty, the Group is still exposed to the

risks associated with operating in a challenging

environment in Ukraine, which may or may not

be exacerbated by the war and/or the current

circumstances facing Mr Zhevago (see Ukraine

country risk on pages 85 to 87). As a result, the

Group is exposed to a number of risk areas that

are heightened compared to those expected

in a stable economy, such as an environment

of political, fiscal and legal uncertainties, which

represents another material uncertainty as at

the approval of these consolidated financial

statements. As mentioned in the section

Contingent liabilities and legal disputes

above, there are a number of events after

the reporting period (see also Note 35 Events

after the reporting period), which had to be

assessed by the management also in terms

of the Group’s ability to continue as a going

concern and required critical judgements.

Detailed information on the Group’s ability

to continue as a going concern is disclosed

and material uncertainties in Note 2 Basis

of preparation to the Consolidated

Financial Statements.

Nikolay Kladiev

Group Chief Financial Officer, Ferrexpo plc

Underlying EBITDA margin

remains positive despite

sharp fall in market

prices (2023: 15%).

Capital investment

US$102

Continued investments in

sustaining and development

capital projects in 2024

(2023: US$101 million).

Corporate Governance Financial Statements

Strategic Report

United

by trust

Ferrexpo plc

Annual Report & Accounts 2024

Our People

Ferrexpo is recognised as a

human resources pioneer in

Ukraine. The changes that we

started implementing almost

a decade ago, meaningfully

integrating global best practices

into everything we do, have

helped us leave behind many

of the outdated characteristics

of an industrial Eastern

European enterprise.

The human resources function at Ferrexpo

operates as a tight-knit team, with oversight

from the Board and direction from the

Executive Committee. The team at our

operations like to describe themselves as

“invisible”, as they go about their work

smoothly shaping and resourcing our

activities in such a way that their presence

makes a positive impact without being

overtly perceived.

OPERATING MODEL

On a fundamental level, Ferrexpo’s approach to human

resources is about managing the human capability and

capacity of the organisation, in a way that a corporate culture

is fostered and an operating model delivered that supports

the achievement of the broader business objectives.

We understood that to be a modern mining and

metallurgical company required a shift in our organisational

culture and a transformation in our working structure and

practices. In 2017, we embarked on a cultural transformation

initiative called “One Ferrexpo”. This initiative, along with

restructuring some of our subsidiaries, including

consolidating some functions, aimed to transition our

culture from separate businesses operating independently

to a more cohesive business operating interdependently.

Our redefined values

RESPONSIBILITY

Promoting responsibility within the workforce,

with individuals focused on a safety-first

approach, environmental responsibility, and

accountability to local communities.

INTEGRITY

Representing high ethical standards and

delivering on commitments. This authentic

approach is supported through extensive

training and a robust corporate governance

framework. This includes our interaction with

our local communities.

DIVERSITY

WITHIN ONE TEAM

Through embracing diversity within one team,

the Group aims to promote acceptance and

harnessing of differences of opinions and

backgrounds to drive our performance.

CONTINUOUS INNOVATION

Essential for improvement and adaptation.

Through embracing change, the Group

aims to create a culture of collaboration

for a bright future.

‘MAKE IT HAPPEN’

A collective effort to deliver superior business

results, which are achieved through engagement

and training.

As the catalyst for the transformation, we

initially focused on aligning leaders around the

business strategy and developing new values

in collaboration with employees. We view these

values as our expectations of each other and

how we work together:

These values and the resulting behaviours serve

as the engine that drives our collective approach

to achieving our common business objectives.

“The war

continues to

place incredible

pressure on

companies in

Ukraine. We

understand our

role in helping to

provide support

to individuals

during this

difficult time.”

Greg Nortje

Group Chief Human Resources Officer

Financial StatementsCorporate GovernanceStrategic Report

While “One Ferrexpo” and its values provide

guidance, we recognised that achieving a

meaningful cultural shift required a top-down

approach as a company’s culture is created by

its leaders. This is why we began aligning the

leadership team around Ferrexpo’s purpose

and strategies, followed by training and

coaching sessions to empower our leaders

to effectively demonstrate the required

behaviours and communicate our business

strategy, and our commitments to DEI and

sustainability, for example. We observed that

management and early adaptors eventually

drove a tipping point, at which time the

changes cascaded throughout the

organisation.

Systems and policies have also been enhanced,

providing line managers with the tools they

need to measure performance, promote

efficiencies and foster ideas and innovation.

One unique example is the ‘Bank of Ideas’

initiative, whereby all employees have the

opportunity to propose innovative solutions

to improve operations. Since the initiative

launch in 2017, more than one thousand

employees have submitted ideas. Colleagues

in production and repair departments are

the most active, submitting suggestions to

increase the efficiency of the work process,

or minor modernisations that can increase

the service life of certain equipment.

Another performance assessment tool

is the implemented system of annual

staff evaluations – 9-Box career potential

and competency-based and individual

performance assessments. The results of

these processes are to motivate employees

to develop, learn to gain certain competencies

and obtain the best performance indicators

for further career growth and achievement

of potential.

Since February 2022, however, the immediate

focus has been the war. This is perhaps more

acute for the HR team than for other business

functions. During a time of war, health and

safety are even more paramount. It is

important to ensure the emotional wellbeing

and psychological resilience of the workforce,

both collectively and also at an individual level.

This is an ever-evolving challenge because each

person is enduring their own unique and

changing experience of war. We know that

one of the biggest contributions that we can

make to the war effort is to keep the business

running and our people employed, and it is

important that we do this in a manner that

makes them feel as protected and safe as

possible.

For more information on Health and Safety,

please see the sub-section in the Responsible

Business section on page 46.

Workforce composition and planning must

also be managed, as dynamic factors, including

changing demographics, skills availability,

legislation and regulations and technological

advancement, are affecting how we manage

our workforce today and into the future.

WORKFORCE COMPOSITION

The war has changed the demographic of our

workforce, and we anticipate this to remain

the case as the war continues and indeed after

the war ends, given its impact on the wider

population. Managing the shifting structure

of the workforce and labour pool through war

is complex, making attraction and retention

more important.

One critical issue is colleagues serving in the

Armed Forces of Ukraine and in ancillary

support functions. Many colleagues have

volunteered or been conscripted. At the end

of 2024, 706 of our workforce were serving

in the Armed Forces of Ukraine (698 men and

8 women), equivalent to 8.3% of the total

workforce. This is more than at any time since

the start of the full-scale invasion. As the war

prolongs, we are welcoming back more and

more returning veterans, 160 in total as at the

end of 2024, of which 102 have been able to

return to work, with the balance undergoing

rehabilitation, retraining, or electing not to

return to work.

A further issue is that a higher proportion of

skilled workers in positions such as electrical

and gas welders, electricians and fitters are

currently serving in the Armed Forces than

we have on average across the business.

Ferrexpo plc

Annual Report & Accounts 2024

Our People continued

2024 2023 2022

Total workforce 8,542 8,040 8,277

Serving in the Armed Forces of Ukraine 706 656 582

Employees* 6,372 6,472 6,937

Contractors 1,464 912 758

Male percentage** 67.8% 69.7% 69.5%

Female percentage** 32.2% 30.3% 30.5%

Serving in Armed Forces of Ukraine*** 706 656 582

Total killed serving in the Armed Forces of Ukraine 45 34 16

Veterans demobilised from the Armed Forces of Ukraine 160 67 6

Veterans returned to the workplace 102 40 1

Veterans waiting to return to the workplace 18 3 0

Veterans elected not to return to Ferrexpo 40 24 5

* number of full-time employees is stated excluding those serving in the Armed Forces of Ukraine

** percentage of men and women is calculated excluding contractors, as we do not keep detailed gender records of

contractors. In terms of the number of employees by gender, at the end of 2024 there were 2,052 women and 4,320

men (2023: 1,961 women and 4,511 men)

*** information on the servicemen is based on the data of previous periods under the cumulative system

During the war, employee turnover rates have

remained similar to pre-full-scale invasion

levels, ranging from 5% to 7%. However,

at the start of the full-scale invasion, many

people moved within Ukraine or overseas due

to safety concerns or to avoid conscription.

In total, 506 employees left in the period

from 2022 to 2024, with a ratio of 45% men

and 55% women, skewing the composition

of our workforce.

As we consider how we will staff our business

in the future, we want to increase the

participation of women. To achieve this, we

are looking deeper into our business to better

understand what roles and functions that

previously were legislatively reserved for men

can be undertaken by women, work practice

adaptations we will need to consider, and

what further cultural changes need to be

implemented. Already Ferrexpo has one of

the highest female to male staff ratios for any

Ukrainian metallurgical company. We have

already made some progress, for example, by

recruiting women to our truck driving team:

12 women received a C category driver’s

training at the Horishni Plavni training centre,

6 of whom already joined FYM in December

2024. However, we understand that we need

to move forward, and we plan to continue

to attract women to roles including heavy

truck drivers, excavator operators, forklift

drivers, electricians, and electric welders.

This academic year, our partner vocational

schools began to offer courses to train women

in the skills needed for these professions,

and we expect to see more female applicants

once they have completed their studies in

three to four years’ time. However, we are

not staying on the sidelines and are engaging

women from Horishni Plavni city to work at

our operations by organising the Fe_munity

& Skills project jointly with the city. A number

of training programmes have been created to

encourage women to acquire new skills and

join our industry. In 2025, we will continue to

implement this project.

Corporate Governance Financial Statements

Strategic Report

Ferrexpo’s on-site Qualification Centre

has expanded its activities in 2024 to offer

additional vocational training programmes.

In December 2024, the centre was recognised

by the National Qualifications Agency, the

first such centre in the Poltava Region.

The main and most important function of

the Centre is to provide employees with

appropriate qualifications by certifying their

existing skills and abilities without theoretical

training or retraining. Recognising an

employee’s prior learning by offering formal

certification in their profession – subject

to passing an exam – shortens the process

of obtaining a qualification compared with

undertaking theoretical and practical training.

Currently, the Centre has the right to certify

qualifications in 24 professions, a number

that will be expanded in 2025.

Education and skills training is also a key factor

for recruiting young people, a labour pool

that is shrinking in Ukraine. We cooperate

with the technical schools in our communities,

run events and projects, offer bursaries and

scholarships, and run programmes with

regional universities.

For more information about women in the

workplace, please see the Diversity, Equity

and Inclusion sub-section in the Responsible

Business section on pages 47 to 48.

In 2025, there are many complex scenarios

to plan for, depending on the war continuing

or ceasing. We are continuing to broaden

our efforts to be an employer of choice, to

retain our existing employees and attract

new employees. There will likely be more

demographic changes as well as potential

migratory shifts if the war ceases, with some

deciding to leave if the borders re-open,

and the Ukrainian diaspora may return.

Government support and programmes will

be necessary to encourage people to stay

and to return, especially young people. We

will need to work together to ensure that

Ukraine is an attractive place to live and work.

EMPLOYEE ENGAGEMENT

SURVEY

Towards the end of 2024, an Employee

Engagement Survey was undertaken, the

first since 2019. The response rate of 62%

exceeded previous surveys and represented a

good cross-section of business demographics.

The Group’s overall engagement score of

73% ranked well above the industry average

according to the third party that managed the

survey. It was pleasing to learn from the survey

that, despite the very difficult conditions,

our people are enduring and that they are

committed to the business.

WORKFORCE PLANNING

On a more immediate and practical level,

workforce planning demands day-to-day

analysis and vigilance, to ensure that the

Company has sufficient available human

resources to operate, support and manage our

operations. This requires constant assessment

of the workforce composition, skills, and

capabilities available to us, so that we can

match these to the production plan staffing

requirements, which change frequently.

At the outset of the full-scale invasion, we

decided to maintain a full workforce. The

war has meant times of intermittent or

suspended production, and indeed periods

of needing to boost production, that have

required enormous flexibility. In addition to

managing fluctuating production with devices

such as furlough, adjusting pay structures

and asking employees to work more shifts or

postpone leave, in 2024 we established a skills

diversification pilot. This has introduced multi-

and cross-functionality for specific skills in our

repairs and maintenance functions to generate

efficiencies and aid retention, and we intend to

expand the programme to other areas in 2025.

By learning to be more agile, we have

successfully adapted how we plan our

workforce to meet changing needs and

challenges. At the same time, we have

engendered comfort in these working

practices and confidence among our

workforce that we can sustain our business.

Section Title continued

Ferrexpo plc

Annual Report & Accounts 2024

Our People continued

“We are united in our

purpose because we

know that to survive

and to function, we

must trust one another.”

Yuliya Klevova

HR Director, Operations

Corporate Governance Financial Statements

Strategic Report

CASE STUDY

Supporting

our veterans

When a colleague is mobilised to the

Armed Forces of Ukraine, our ’Backpack

for the Mobilised’ project supplies them

with equipment such as a bulletproof

vest, ballistic helmet, clothing items,

sleeping bag and mats, a tactical first

aid kit, and daily essentials such as mess

kits and sanitary items. We maintain

constant contact directly or through

relatives, so that we can continue to

supply them with replacement or other

items that they need while serving.

Ferrexpo plc

Annual Report & Accounts 2024

Our People continued

When the soldier returns, we

understand that their health and mental

state are often heavily affected. Since

the full-scale invasion of Ukraine, 160

members of Ferrexpo’s workforce have

been demobilised from the Armed

Forces of Ukraine, of whom 102 have

returned to work. This will likely increase

in the near-term, and we are eager to

have the right policies and practices in

place to help with the transition back to

civilian and working life.

After the formal decommissioning

process, veterans are introduced to

the ‘Ferrexpo Veteran Support Service’.

This programme was devised with

input from specialists including

health and security services provider

International SOS, who has experience

supporting veterans in the USA. In

2024, we also established our own

internal Veterans Committee.

Initially, personal contact is made

through the veteran’s line manager.

An appropriate period of paid leave

for resettling is agreed. Experience

suggests that getting back to work

sooner rather than later can limit the

risk of mental health issues. Medical

examinations for both physical and

mental health are undertaken, with

secondary screening when needed, and

advice and support are provided on any

legal, administrative or financial issues.

Subsequently, Ferrexpo veterans have

the right to return to their previous

roles. If their physical or mental health

or other circumstances do not allow

for this, they may choose to undertake

funded training for a new role or enrol

with a higher education institution at

the Group’s expense.

In addition to immediate resettling

support, Ferrexpo offers a

comprehensive social and material

support programme. This includes an

annual bonus and retirement packages.

Ferrexpo has also implemented a

six-week training programme for

managers and colleagues of veterans.

This programme teaches the basics of

interacting with individuals who have

physiological disabilities and post-

traumatic stress disorder (“PTSD”),

ensuring a supportive work

environment for returning veterans.

In November 2024, Ferrexpo joined

the ‘Principles of Veteran Friendly

Business’ initiative, along with

other large Ukrainian businesses,

in association with ‘Veteran Hub’, a

Ukrainian NGO dealing with veterans’

affairs, with the support of the Ministry

of Veterans. The principles are based

around a set of values designed to help

Ukrainian businesses support veterans

in their transition back to civilian life.

One of the biggest challenges is

persuading people of the benefits of

psychological counselling, because

there is a cultural hesitance in Ukraine,

particularly from men, to accept this

sort of help. One initiative being

launched in 2025 is to promote the

benefits of psychological assistance

to the local population at large,

rather than singling out individuals.

Efforts to promote mental health are,

however, constrained by the low

number and availability of mental

health specialists in Ukraine compared

to other countries, at a time of high

need. Several colleagues from

Ferrexpo’s HR function are taking a

keen interest in studying psychology

and related subjects such as neuro-

linguistic programming, not only to

help themselves, but also to apply

this knowledge in their work to

support colleagues.

Towards the end of 2024 and into 2025,

Ferrexpo launched a video series

“Veterans”, dedicated to sharing the

personal stories and insights of Ukrainian

veterans and their partners. It is

important to record these for two

reasons: so that we can share and learn

from each other today, and so future

generations will also have access to our

experiences, in the hope that this will

ensure a true and full picture of events

and contribute to a more peaceful future.

A video featuring each of the veterans

and their partner, are released at the

same time, so that viewers can see their

unique story from both perspectives.

Financial StatementsCorporate GovernanceStrategic Report

United by our

shared values

Ferrexpo plc

Annual Report & Accounts 2024

Responsible Business Review

This section of the report

details our continued

commitment to the

safety and wellbeing of

our colleagues, our

efforts to reduce the

environmental impact of

our operations, and the

positive social impact we

have achieved for the

communities in which we

operate and Ukrainian

society more broadly.

STEPPING IN AS INTERIM HSEC

COMMITTEE CHAIR

In January 2025, I resumed the role of Health,

Safety, Environment and Community (“HSEC”)

Committee Chair on an interim basis while

a new Director and Committee Chair is

sought to replace Natalie Polischuk. Having

previously chaired the committee from 2020

to 2022, I have remained involved in its work

and activities. Also, as Ferrexpo’s Senior

Independent Director, I continue to interact

with our largest shareholders and to bring

their feedback to our Board on all aspects of

our responsible business activities.

RESPONSIBLE BUSINESS

DURING A TIME OF WAR

At a time of war, the role of the HSEC

Committee is more important than ever.

Doing everything we can to protect our

people, within and outside the workplace,

is our priority.

In February 2022, we made the decision to

retain our entire workforce. It may have been

easier to shutter production and lay off

employees, however, this was never an option

for the Board. Three years later, we can see

that this was the right decision as we observe

the resilience of our people and everything

they have achieved, for Ferrexpo, for Horishni

Plavni and for Ukraine.

In 2025, we will need to advance our

programmes for veteran support and

reintegration. The number of decommissioned

personnel may increase, and we must focus

on putting in place the right rehabilitation

programmes to support their return to civilian

life and work. More about our Veterans’

Programme can be found on pages 42 to 43,

including our efforts to date and our near-term

plans.

Another issue close to my heart is our drive

to attract and retain more female employees.

In 2020, when I previously chaired the HSEC

Committee, we launched our Fe_munity

programme to improve opportunities for

women within our organisation. It’s pleasing

to see that this initiative has expanded to

include a programme adapted for teenagers

in our local community. To date, more than

200 people have completed Fe_munity

programmes, including three cohorts since the

full-scale invasion. This is just one of several

initiatives that have helped us attract new

female employees and increase the number of

women as a percentage of the workforce, and

the number of women in managerial positions.

RESPONSIBLE BUSINESS

REPORTING LEADERSHIP

In 2024, we published our second Climate

Change report. When consumed by the

immediacy of war, climate may not seem

a priority. We know from listening to our

workforce and broader stakeholders, however,

that they want to know about our plans, and

how we will continue to modernise to remain

relevant and competitive.

In updating our Net Zero strategy we

considered three scenarios: “Continued War,”

“Post-war Rapid Adoption,” and “Post-war

Slow Adoption”. These scenarios allowed us

to model pathways for absolute emissions

reductions, helping us understand how we will

deliver our 2050 objectives.

2024 was the first year in five that our absolute

Scope 1 emissions increased. Targeted missile

and drone attacks on Ukraine’s energy

infrastructure during the year crippled

Ukraine’s ability to generate and transmit

electricity. This resulted in a mandated

requirement for companies like Ferrexpo to

import up to 80% of our electricity needs from

Ukraine’s European neighbours. This imported

electricity is generated from carbon-intensive

sources, instead of the cleaner nuclear and

hydro powered electricity we traditionally

source in Ukraine, hence increasing our Scope 1

emissions.

This example illustrates that, despite our

plans to lower our CO

emissions, the war

creates situations beyond our control. For this

reason, during the year, the Remuneration

Committee decided to remove the element

relating to emissions reductions from senior

management’s incentive-based remuneration.

This is detailed in our Remuneration Report

on pages 130 to 151. Since the Climate Change

Report outlines a range of scenarios, we do

not intend to publish an update until we have

a clearer sense of which scenario is likely

to unfold.

In 2024, we published our ninth Responsible

Business Report, which provides more detail

on how we are developing our workforce,

supporting communities, contributing to

a sustainable environment and operating

ethically. I look forward to having the

opportunity to lead our tenth anniversary

edition and intend to focus on how we are

working to maintain our licence to operate

despite the many challenges we are facing.

In terms of reporting, it is pleasing to note that

in this Annual Report, we have increased the

range of ESG metrics assured by our auditors.

This year for the first time, several human

resource-related metrics have been assured.

Although not yet mandatory, we strive to

remain ahead of reporting requirements to

instil a culture of strong governance and so

that our stakeholders recognise and trust us

as a leader in ESG reporting. This was reflected

in 2024 when we were named as a Climate

Leader by the Financial Times and Statista –

the only Ukrainian operating company to be

recognised.

CONCLUDING REMARKS

I’d like to conclude by expressing my gratitude

to our workforce for their tremendous efforts

during 2024. Thanks to them, we have

continued to operate and export our products,

allowing us to advance our humanitarian, social

and environmental programme.

Fiona MacAulay

Interim Chair

Health Safety, Environment and

Community (“HSEC”) Committee

Corporate Governance Financial Statements

Strategic Report

The health, safety and

wellbeing of our people

and communities are

paramount.

PROTECTING OUR PEOPLE

99% of our 8,000-strong workforce,

comprising employees and contractors, is

based in Ukraine, mainly at our operations in

the Poltava Region, but also in Kyiv and other

locations. Some of our workforce are currently

serving in the Armed Forces of Ukraine.

Given the scale of our workforce and the

nature of our activities, it was never an option

to evacuate our people during the war. Our

people want and need to continue working.

Being employed is critical during a time of

war, therefore it is our responsibility to take

extensive measures to protect our workforce

in the workplace, and, where possible, in the

communities where they live.

Measures have included remote working

for those with suitable roles, to ensure that

colleagues are as far as possible from the

front line. For our on-site workforce, measures

have included the provision of air-raid shelters,

adjusting shift patterns to align with night-

time curfews and the provision of free meals

in light of disruption to supply chains in local

communities.

In the early phases of the war, when

uncertainty arose over the continued provision

of social services, the Group established an

on-site childcare facility for the children of

employees, staffed by Ferrexpo volunteers, to

ensure children could be close by and safe.

As the war evolved, the need for such facilities

diminished as life began to resume in Ukraine,

with schools re-opening and a ‘new normal’

emerging.

As the war has evolved so too has our response. In the months after the full-scale invasion

commenced in February 2022, our efforts focussed on housing and feeding dislocated people,

ensuring the supply of critical equipment such as armoured ambulances and food packages to

towns along the front line. In late 2023 and into 2024, needs shifted, and psychological wellbeing

has become more important as people try to deal with the stress of living in a protracted war.

This is also the case as veterans return to our communities and workplace.

Please see the case study “Veterans” on pages 42 to 43 of this report.

In 2024, the Group recorded a fourth successive year without a fatality. The average recorded

lost-time injury frequency rate (“LTIFR”) for the year was 0.54, higher than the 0.32 recorded

last year, and above the 5-year trailing historical average of 0.52 due to an increase in recorded

injuries.

2024 2023 Change

Lagging safety indicators

Fatalities 0 0 –

Lost time injuries 6 4 +50%

Lost time injury frequency rate (“LTIFR”) 0.54 0.32 +22%

All injuries frequency rate (“AIFR”) 0.52 0.64 -19%

Near miss events 0 1 -100%

Significant incidents 0 4 -100%

Restricted work days 678 675 0%

Severity rate (average lost days per incident) 113 169 -33%

Leading safety indicators

Health and safety inspections 7,368 6,282 +17%

Health and safety meetings 1,686 1,466 +15%

Health and safety inductions 5,651 2,897 +95%

Training hours 13,025 7,264 +79%

Hazard reports 753 688 +9%

High visibility management tours 155 149 +4%

ZERO

The Group recorded a fourth

successive fatality-free year.

Ferrexpo plc

Annual Report & Accounts 2024

Responsible Business: Health and Safety

“We strive to create

a workplace culture in

which all contributions

are valued, alternative

perspectives are

embraced, and biases

are acknowledged

and mitigated.”

Greg Nortje

Group Chief Human Resources Officer

There is clear need for diversity, equity and

inclusion within each successful leadership

team and workforce to drive better decision

making and a more productive working

environment. The Company’s Diversity, Equity

and Inclusion (“DEI”) Policy was adopted by

the Board in 2019. This policy sets out our

commitments to prohibit all forms of unfair

discrimination on the basis of age, gender,

race, national or ethnic origin, disability,

sexual orientation, pregnancy and parenthood,

political opinion, and social origin. In support

of the Policy, the Company’s diversity

initiatives are focused on helping us to develop

a diverse workforce that embraces difference

and an inclusive working environment.

DEI PROGRESS

Following the launch of the DEI strategy, we

recruited a DEI officer and DEI Ambassadors.

In 2024, a female DEI specialist joined the

team.

We also introduced DEI KPIs, in particular a

target of 25% women in management roles

across the Group by 2030, which we define

as Grade 10 or above. In 2024, this figure

increased to 22.9%, compared to 22.3% in

2023 and a baseline of 18% in 2019. During

2024, we promoted or recruited 36 women

to positions of Grade 10 or higher.

Our DEI efforts were boosted from 2020 when

we established our flagship diversity platform

‘Fe_munity’. The project started with a women

in leadership programme, to develop our

high-potential, future female leaders. Through

seminars and workshops, participants were

mentored and coached on topics including

leadership and negotiation, plus soft skills

such as public speaking and networking. In

2022, the Fe_munity platform was expanded

outside the Company to include non-Ferrexpo

employees in our local communities and other

Ukrainian regions, representing government,

business and society. The platform was

broadened further in 2023 with a ‘Fe_munity

Teens’ programme, offered to 54 teenagers

drawn from the community local to the

Group’s operations. This programme is

built around the themes of self-discovery,

self-directed learning and personal growth.

The programme aims to accelerate the

development of participants as they navigate

the challenges and gender biases that might

hinder their personal progression at secondary

or tertiary education level or generally within

broader society. It is noteworthy that this

programme was conceptualised and is run by

alumni of previous Fe_munity programmes.

In 2020 we also established an ‘Inclusion

School’, a training programme for our

employees in Ukraine aimed at fostering

inclusion and diversity, and how this can

help Ferrexpo’s business model. Our

Inclusion School is also open to local

authority employees keen to learn more about

challenging prejudice and discrimination. In

2024, 400 employees and 30 local authority

and education employees completed the

course. Learning covers topics such as

identifying different forms of discrimination,

why it is important to eliminate prejudice

and how tolerance can help Ukraine tackle

its wartime challenges.

32.2%

Positions held by women

accounted for 32.2% of

all employees in Ukraine.

(2023: 30.3%).

22.9%

Women in management roles

in Ukraine increased to 22.9%

in 2024 (2023: 22.3%).

Corporate Governance Financial Statements

Strategic Report

Responsible Business: Diversity, Equity and Inclusion

DE I highlights for 2024

Progress highlights for the Group’s DEI activities

and programmes in 2024 included:

INTERNAL

• Leadership breakfasts: motivational meetings bringing

together successful women leaders with female

employees.

• ‘TOGETHER’ mentoring programme: promoting the

career development of women in the Company and

training a talent pool for middle management positions

by engaging managers as mentors to help women

overcome barriers to professional growth and adapt to

the specifics of the industry.

• ‘PATH’ programme: supporting the development of

managerial competences and a broad understanding of

different business functions for women in management

by rotating them through different departments with

the support of senior leaders and experts.

• Work shadowing programme: a full immersion for a

cohort of employees working with Viktor Lotous, the

FPM General Director and head of Ferrexpo’s

operations in Ukraine, to gain practical experience and

broaden employee horizons.

• Creating Employee Resources Group communities,

starting with support for employees with children

with disabilities.

EXTERNAL

• Implementation of the second stream of the Fe_munity

Teens training programme, which aims to promote the

principles of inclusivity and gender equality among

young people in Horishni Plavni.

• Teens Hub: regular meetings with community youth to

challenge professional stereotypes and offer career

guidance.

• Implementation of the ‘Be the First’ project, jointly with

the Higher Vocational School of Mining and Construction,

aimed at helping school graduates overcome gender

stereotypes and providing equal opportunities for girls

and women in these industries. Development of the

Fe_munity & Skills programme, which aims to encourage

the city’s women to apply for gender-unbalanced

positions by improving their knowledge and skills

through free training and education.

• Cooperation with the “Reskilling Ukraine” project,

supported by the Swedish government and aimed at

empowering and increasing women’s participation in

the labour market through retraining.

• Supporting the “Of Course You Can!” national

communication campaign to draw attention to the

gender pay gap and help overcome gender stereotypes

in the professional sphere.

Our DEI efforts were recognised externally

in 2024. Women in Mining UK, a leading

global advocacy organisation promoting

the employment, retention and progress of

women in the mining industry, recognised

Ferrexpo’s Olena Nikolaichuk-Neroda as one

of the “100 Global Inspirational Women in

Mining”, the first Ferrexpo employee and

Ukrainian to be inducted into this prestigious

cohort. Olena joined a pilot programme

in 2018 to encourage women to become

dump truck drivers. She was in the first

group to qualify and start work, changing

the perceptions of women in the Ukrainian

mining industry. And today, she helps teach

other women, including a new 12-strong

group who are expected to qualify in 2025.

Among other external awards related to DEI,

in 2024, Ferrexpo’s Fe_munity Teens project

was recognised as the best social initiative for

young people by Delo.ua as part of the ‘Best

Ukrainian Employers 2024’ award.

Looking to the future DEI agenda, more

is planned with the roll-out of employee

resource groups. These internal communities

of workers, convened around shared identities

and interests, will serve to strengthen

workplace relationships, foster a sense of

belonging, promote personal and professional

growth, and bolster the voices of minorities.

The first will be launched in 2025 and will focus

on employees who are parents to a child with

disabilities, with further groups to be launched

throughout the year.

Ferrexpo plc

Annual Report & Accounts 2024

Responsible Business: Diversity, Equity and Inclusion continued

NET ZERO PATHWAY

We recognise the need for Ferrexpo to

contribute to mitigating climate change

and to adopt a meaningful approach to

reducing our emissions.

CLIMATE CHANGE REPORTING

In December 2024, the Group published its

second Climate Change Report, outlining

climate-related risks and opportunities for

the Group, its greenhouse gas footprint,

and a potential pathway towards low carbon

production by 2050. This publication

marked an important milestone in Ferrexpo’s

decarbonisation plans and enhancing

stakeholder understanding of climate-

related issues. Similarly, the continued

work on climate scenario modelling and

decarbonisation initiatives, as explained in the

report, underscores the Group’s commitment

to sustainable development and addressing

the scourge of climate change, even in a time

of war.

Due to the many uncertainties, we recognised

the importance of flexibility in our Net Zero

roadmap to account for external events

that affect our ability to operate and invest

effectively. To incorporate this adaptability, we

collaborated with our sustainability partner,

Ricardo, to assess Ferrexpo’s pathway to Net

Zero under three potential scenarios:

1. CONTINUED WAR SCENARIO:

Ferrexpo will face considerable challenges

in reaching its climate goals if the ongoing

conflict continues. This scenario thoroughly

analyses how prolonged conflict impacts

emissions reduction efforts and identifies

strategies to mitigate these challenges.

2. POST-WAR RAPID ADOPTION

SCENARIO:

Upon the return of peace, Ferrexpo aims

to quickly accelerate its actions toward

achieving its climate targets. This scenario

outlines the necessary actions, investments,

and innovations required to compensate for

time and progress lost due to the conflict.

3. POST-WAR SLOW ADOPTION

SCENARIO:

Ferrexpo examines how best to meet its

climate targets under standard operating

conditions in a post-conflict setting with

normalised operations. Each scenario provides

insight into the strategies required for

Ferrexpo to adapt and succeed in reaching our

climate commitments, regardless of external

challenges.

Each scenario relied on date and growth assumptions, set out in the table below.

THE KEY ASSUMPTIONS BEHIND EACH MEASURE

Assumption Continued War Post-war Rapid Adoption Post-war Slow Adoption

Conflict end 2035 2027 2027

Cool-off period 2 years 1 year 3 years

Growth 0% until 2035

+5% avg YoY until

2045

0% until 2027

+8% avg YoY until

2045

0% until 2027

+8% avg YoY until

2045

Misc No measures implemented until conflict end

(except efficiency and monitoring projects).

Grid decarbonisation fluctuation based on scenario.

Focus on implementing Scope 1 measures first.

A select group of projects were identified as playing a central role in driving 90% of the emissions

reductions, namely:

Rank Measure Savings

1 Biofuel fired pelletiser 28%

2 Phase out fossil fuels 28%

3 Electric mining vehicles 26%

4 Electrify mining equipment 5%

5 Lower carbon-fueled barges 3%

Modelling these, it was determined that in

comparison to the targets we set ourselves

in 2019, we are on track to out-perform them

for every year and within every scenario.

The Continued War scenario, which does

not complete all measures by 2050 and

assumes the conflict will continue until the

late 2030s, appears to be the strongest

performing pathway. However, this is only

due to a comparative lack of growth in this

time, maintaining limited operations and,

therefore, limited emissions. When compared

to the Science Based Targets initiative (“SBTi”)

approach, which necessitates a 4.2% annual

reduction in emissions from 2019 to 2030,

and emissions to be at a maximum of 10% of

baseline year emissions, it was determined

that we are on track to out-perform SBTi by

a considerable margin until 2040 across the

“Post-war Rapid Adoption” and “Continued

War” pathways. At this point the pathways

begin to align with SBTi, but ultimately still

deliver SBTi-aligned emission reductions.

The “Post-war Slow Adoption” pathway

outperforms the SBTi targets until 2035, after

which it aligns with the trajectory of SBTi. This

is positive because it allows us to seriously

assess making a pledge to SBTi once we have

clarity on the national conflict situation.

Corporate Governance Financial Statements

Strategic Report

Responsible Business: Environmental Stewardship

NET ZERO SCENARIO EMISSIONS BY YEAR COMPARED TO

FERREXPO TARGETS

500,000

1,000,000

1,500,000

2,000,000

2,500,000

Continued War

2019 2025 2030 2035 2040 2045 2050

Post-war Rapid Adoption

Ferrexpo targets

Post-war Slow Adoption

tCO

NET ZERO SCENARIO EMISSIONS BY YEAR COMPARED TO SBTI

TARGETS

500,000

1,000,000

1,500,000

2,000,000

2,500,000

Continued War

2019 2025 2030 2035 2040 2045 2050

Post-war Rapid Adoption

SBTi (1.5 degree)

Post-war Slow Adoption

tCO

More information on the second Climate Change

Report can be found at www.ferrexpo.com

2024 GREENHOUSE GAS EMISSIONS

The war had a strong impact on greenhouse gas emissions in 2024, in two principal areas: an

increase in total production due to the ability to export through the Ukrainian Black Sea ports,

and the need to import electricity generated from carbon-intensive sources compared to cleaner

domestic sources.

Total energy consumption for 2024 was 11,142 terajoules, 43% higher than the consumption of

7,786 terajoules in 2023.

GREENHOUSE GAS EMISSIONS FOOTPRINT AND ENERGY CONSUMPTION

(1 JANAURY TO 31 DECEMBER)

2024 2023 Change

Absolute

(kilotonnes

Unit

(kg CO

e per

tonne)

Absolute

(kilotonnes

Unit

(kg CO

e per

tonne)

Absolute Unit

Scope 1 emissions 352 52 247 57 +42% -9%

Scope 2 emissions 277 41 137 32 +102% +29%

Subtotal (S1+S2)

emissions

629 94 384 89 +64% +5%

Scope 3 emissions 8,856 1,299 5,698 1,324 +55% -2%

Total emissions 9,485 1,392 6,082 1,413 +56% -1%

1. Unit basis represents the intensity ratio, aligning to requirements of SECR (“Streamlined Energy and Carbon

Reporting”).

In addition, emissions from biofuels totalled

seven kilotonnes CO

e compared to four

kilotonnes CO

e in 2023.

SCOPE 1 EMISSIONS

Scope 1 direct emissions relate principally

to three activities at our operations – diesel

consumption (primarily used in mining

activities), natural gas (primarily used in

pelletising activities) and gasoil (primarily

used in inland waterway logistics activities).

Collectively, these three sources of emissions

represented % of Scope 1 emissions in

2024 (2023: 97%), with emissions from the

consumption of diesel and gasoil for transport

making up 78% of Scope 1 emissions (2023:

70%) and natural gas making up 38% of Scope

1 emissions (2023: 37%). In addition, we track

a further 15 sources of Scope 1 emissions

across our operations, ensuring that multiple

aspects of our operations are covered in our

emissions estimates.

Absolute Scope 1 emissions increased by

42% in 2024. This was primarily due to higher

production rates. Scope 1 emissions on a unit

basis decreased by 9% compared to 2023 due

to increased volume efficiencies.

SCOPE 2 EMISSIONS

Scope 2 indirect emissions relate exclusively

to our purchasing of electricity from third

parties, which is predominantly used in our

concentrator equipment. On an absolute

basis, this increased by 102% compared to

2023. This was mainly due to two reasons,

higher overall production, and since May

2024, Ukrainian law has mandated that up to

80% of electricity be imported depending

on domestic availability. This has resulted in

higher Scope 2 emissions because the majority

of the imported electricity does not come

from renewable sources. On a unit basis,

Scope 2 emissions increased by 29% due to

an increased proportion of electricity being

sourced from carbon-intensive energy sources.

Calculations of Scope 1 and Scope 2 emissions

have been independently assured for a fourth

successive year.

Ferrexpo plc

Annual Report & Accounts 2024

Responsible Business: Environmental Stewardship continued

SCOPE 3 EMISSIONS

For Ferrexpo, Scope 3 emissions primarily

relate to the type of iron ore pellet produced,

since the downstream processing of iron ore

accounted for 96% of Scope 3 emissions

in 2024 (2023: 96%). In 2024, direct

reduction (“DR”) pellet production increased,

representing 7% of all production on a

tonnage basis (2023: 0%). This resulted in

the lowering of total Scope 3 emissions. On

a unit basis Scope 3 emissions decreased

to 1.30tCO

/t of pellet production in 2024

compared to 1.32 tCO

/t of pellet production

in 2023. Absolute Scope 3 emissions increased

for the year by 55%.

METHODOLOGY

Where possible, Ferrexpo’s methodology for

calculating its GHG emissions footprint utilises

emissions factors provided by the Greenhouse

Gas Protocol, in line with the Global Reporting

Initiative’s (“GRI”) framework for reporting

sustainability topics. Through using carbon

factors provided by the Greenhouse Gas

Protocol, the Group is able to provide carbon

dioxide-equivalent emissions figures (“CO

e”)

that also account for emissions of both

methane (CH

) and nitrogen oxide (N

O).

WATER

Our operations include multiple water cycle

interactions, from the water ingress into our

mines, to recycling water in our processing

operations, to the River Dnipro, which flows

adjacent to our operations. Testing of water

quality has continued throughout 2024, with

any discharged water quality tested across

more than 12 different chemical elements or

attributes. In our processing plant, where water

is utilised in the processing of iron ore, we

recycled 98% of process water (2023: 97%).

-6

Scope 1 and 2 emissions fell 6%

in 2024, due to increased

production volumes.

WASTE GENERATION

The Group generates solid form waste from

its mining operations (overburden in the form

of waste rock and sand), as well as emissions

of other gases and dust from its mining and

processing operations.

During 2024, waste removal from mining

activities increased by 96% due to increased

production. It is important to note that the

overburden and waste removed from our

mining operations are non-hazardous and

stored in on-site waste dumps designed by

our mine planning department.

Aside from greenhouse gases, gaseous

emissions include those emitted from our

processing operations (NO

, SO

, and CO), with

emissions from such sources increasing by an

average of 80% during the year, in line with

mining volumes. Dust emissions in 2024 also

increased 39% compared to the previous year.

ISO-CERTIFIED SYSTEMS

Ferrexpo has an ISO-compliant environment

management system (ISO 14001:2015) at

both FPM and FBM, with the latter achieving

accreditation during 2022. This is in addition

to accreditation of our Energy Management

System (ISO 50001:2018) at the same two

subsidiaries, with FBM also acquiring this

accreditation in 2022.

Corporate Governance Financial Statements

Strategic Report

CASE STUDY

Climate change

report

During 2024, we released

our second Climate

Change Report,

reaffirming our Net Zero

commitments. The full-

scale invasion of Ukraine

has highlighted the

importance of flexibility

and resilience in pursuing

these goals.

Ferrexpo plc

Annual Report & Accounts 2024

Responsible Business Review continued

The report details our work during 2024

to deepen our understanding of climate

challenges and guide our responses. This

includes our efforts to decarbonise, our

approach to managing climate risks and

opportunities, regulatory developments,

and the impact of the war on our Net Zero

pathway. Highlights included:

STRATEGIC AMBITION

AND TARGETS

• Net Zero Scope 1 and 2 emissions by 2050

• 50% reduction in scope 1 and 2 by 2030

(from 2019 baseline)

• 50% reduction in Scope 3 emissions by

2050 (from the 2019 baseline)

• 10% reduction in Scope 3 emissions by

2030 (from 2019 baseline)

PROGRESS AND

ACHIEVEMENTS

• Achieved significant emissions reductions

from 2019 to 2023:

– Scope 1 by 58%

– Scope 2 by 70%

– Scope 3 by 67%

ANALYSIS AND OUTCOMES

• Three war-related scenarios modelled to

navigate our Net Zero pathway and the

impact of the war.

• Five decarbonisation projects targeted to

deliver 90% of emissions savings.

• Modelling indicated 95% reduction in Scope

1 and 2 emissions, and 84% reduction in

Scope 3 by 2050.

• 30 material climate change risks and

opportunities assessed across six key focus

areas.

• 69 environmental and climate-focused

policies reviewed.

CHALLENGES AND

ADAPTATIONS IN THE

CONTEXT OF THE WAR

The ongoing war in Ukraine has presented

significant challenges to Ferrexpo’s operations

and decarbonisation efforts. These include:

• Infrastructure risks affecting local green

energy resources

• Export disruptions affecting transport

carbon emissions

• Increased Scope 2 emissions due to

Ukrainian energy procurement laws

• Funding challenges for climate initiatives

• Workforce disruptions affecting response

to climate policies

• Time constraints on achieving Net Zero

targets due to post-war reconstruction

priorities

Despite these challenges, we remain

committed to our climate goals and

demonstrating flexibility in adapting

our strategies.

NET ZERO ROADMAP

Our updated Net Zero strategy outlines three potential war-related scenarios

1 Continued war 93% absolute reduction exceeds SBTi requirements and

Ferrexpo’s targets

2 Post-war rapid adoption 91% absolute reduction exceeds SBTi requirements and

Ferrexpo’s targets

3 Post-war slow adoption: 89% absolute reduction falling short of the SBTi target but

surpasses our internal goals.

The top five emission-saving measures to implement for achieving Net Zero

Rank Measure Savings

1 Biofuel fired pelletiser 28%

2 Phase out fossil fuels 28%

3 Electric mining vehicles 26%

4 Electrify mining equipment 5%

5 Lower carbon-fueled barges 3%

CLIMATE-RELATED RISKS

AND OPPORTUNITIES

MANAGEMENT AND

SCENARIO ANALYSIS

In the report we updated our TCFD analysis

and identified new climate change risks and

opportunities. This resulted to a refined

shortlist of 35 risks and 28 opportunities,

including transition and physical risks

from climate change. Of the 63 risks

and opportunities analysed, 15 risks and

15 opportunities were deemed material,

with additional considerations for the war in

Ukraine and evolving legislation. The identified

material risks and opportunities were then

grouped into six priority areas for climate

scenario analysis.

Building on this analysis, we modelled four

climate scenarios from the IEA and IPCC,

addressing both transition and physical risks

across short-term (2024-2030), medium-term

(2030-2040), and long-term (2040-2050)

timeframes. Additionally, we reviewed our

business resilience strategies and adaptive

capability measures against the identified

material risks and opportunities. See pages 64

to 68 for more information on our TCFD.

CLIMATE POLICY AND

REGULATORY ANALYSIS

It is essential to understand how shifting

climate policies influence our operations in

Ukraine and our main global markets. We

analysed 69 environmental and climate-

focused policies across 12 geographical

locations, including 11 countries and the EU.

Commitments and policies are evolving, with

the most significant economic impacts in

advanced economies with established carbon

pricing. EU policy is a priority for Ferrexpo, as

it leads global climate regulation and the EU

accounted for 72% of total sales in 2023. The

EU’s Carbon Border Adjustment Mechanism

(“CBAM”) aims to level carbon costs for

supplying EU markets, potentially favouring

Electric Arc Furnaces (“EAF”) over Blast

Furnace-Basic Oxygen Furnaces (“BF/BOF”)

processes.

ENGAGEMENT

Through collaboration, we aim to reduce

emissions, improve resource efficiency,

and support decarbonisation across our value

chain. Ferrexpo’s ‘Green Mine Initiative’ is

a 10-year plan to electrify operations. The

initiative focuses on fleet electrification and

automation, collaborating with industry

leaders and manufacturers. Planned projects

include electrifying the mining fleet, installing

trolley-assist technology, and integrating

battery-electric solutions for equipment like

locomotives, excavators, and dump trucks

from various OEMs.

Financial StatementsCorporate GovernanceStrategic Report

Governance:

Building trust

Female representation on the

Group’s Executive Committee

(one out of five members).

Female representation on the

Group’s Board of Directors

(one out of five Directors).

Target for gender diversity at

Board level, as set by the FTSE

Women Leaders Review.

Three of the Group’s six Directors

appointed in the past four years.

Sound corporate governance engenders trust with

stakeholders and brings benefits associated with a

strong reputation.

BOARD COMPOSITION

Effective corporate governance starts with the

Board of Directors (“Board”). As of the date of

this report, Ferrexpo’s Board comprises five

Directors – including two Executive Directors

and three Independent Non-executive

Directors. For more details of the Board

composition and activities during the year,

please see the Corporate Governance section

of this report on pages 97 to 157.

BOARD CHANGES AND

POSITION APPOINTMENTS

There were few changes to the Board and its

sub-committees in 2024. Stuart Brown was

appointed Chair of the Audit Committee and

member of the Remuneration Committee in

January 2024, and member of the Committee

of Independent Directors in February 2024.

On 11 January 2025, Non-executive Director

Natalie Polischuk resigned from the Board of

Ferrexpo with immediate effect. Natalie was

Chair of the Health, Safety, Environment and

Community (“HSEC”) Committee, a member

of the Audit Committee and a member of

the Committee of Independent Directors.

On an interim basis, Fiona MacAulay, Senior

Independent Non-executive Director, has been

appointed a member of the Audit Committee

and appointed as a member of and will Chair

the HSEC Committee.

FTSE WOMEN LEADERS

REVIEW

The FTSE Women Leaders Review is an

independent, business-led framework

supported by the UK Government, which

sets recommendations for Britain’s largest

companies to improve the representation of

Women on Boards and in Leadership positions.

As a result of this work, the FTSE Women

Leaders Review recommends that companies

within the FTSE 350 have a minimum 40%

female representation at Board level by the

end of 2025, as well as at least one woman

appointed as chair, senior independent

director (“SID”), CEO or CFO by the end

of 2025.

As of the date of this report, Ferrexpo’s

Board is 20% female (31 December 2023:

33%). This means that although Ferrexpo

met the requirement for a female in one of

the stated roles, with Fiona MacAulay as the

Group’s Senior Independent Director, the

recommendation for Board gender diversity

set by the FTSE Women Leaders Review was

unfortunately not met.

The Group is also focusing on increasing

diversity further down its organisational

structure; details of this work can be found

on pages 36 to 41, in the People section and

in the Corporate Governance Report on

pages 128 to 129.

PARKER REVIEW

The Parker Review was an independent

review in 2021 led by Sir John Parker, which

considered how to improve the ethnic and

cultural diversity of UK boards to better reflect

their employee base and the communities they

serve. To encourage progress with regards to

ethnic diversity, the Parker Review proposed a

target of one Director from an ethnic minority

group on the Boards of FTSE 250 companies

by December 2024.

Throughout the year, the Board continued

to search for an Independent Non-executive

Director from an ethnic minority group, led by

the Nominations Committee and supported

by external consultants. Following Natalie

Polischuk’s departure, recruitment has been

prioritised to find a suitable replacement.

This search is at an advanced stage and

it is anticipated that an appointment of

an independent Non-executive Director

will be made in the near future. Following

Ms. Polischuk’s departure from the Board in

January 2025, the Board’s gender diversity

Ferrexpo plc

Annual Report & Accounts 2024

Responsible Business: Governance

fell further below the 40% target set by the

FTSE Women Leaders Review. While the

Board remains committed to achieving this

benchmark, its immediate priority is ensuring

it has the right mix of skills, particularly

sector expertise and geopolitical experience,

crucial for navigating the ongoing crisis in

Ukraine. The Board expects that its current

search for a new Non-executive Director will

help it restore gender balance on the Board

but, while recognising the Parker Review

deadline of 31 December 2024 for FTSE

250 companies, it has decided to defer the

appointment of a director from an ethnic

minority group until the situation in Ukraine

stabilises. Nonetheless, the Board remains

fully committed to broadening its composition

and will continue to focus on both gender and

ethnic diversity targets for UK-listed boards as

part of the Board’s refreshment programme.

CORPORATE GOVERNANCE

CONTROLS

The Group’s financial advisors are Panmure

Liberum Limited, who also provide broking

services to the Group. As a London-quoted

company, it is best practice for the Company

to have a sponsor to provide advice and

guidance on certain corporate matters,

with BDO LLP appointed in this role.

SHAREHOLDER AND

STAKEHOLDER ENGAGEMENT

As a responsible company, we aim to engage

with our shareholders, to understand

their concerns and priorities. Shareholder

engagement is conducted via a range of

methods – from various reports published on

an annual basis (Annual Report and Accounts

and Responsible Business Report), events

such as the Annual General Meeting (”AGM”),

in person and online meetings, attendance at

major investment and industry conferences

and the use of our corporate website and

social media channels.

We also endeavour to engage with

stakeholders located within Ukraine and

overseas, with communications in both

Ukrainian and English.

Please see pages 56 to 63 for more detail on

stakeholder engagement.

RELATED PARTY MATTERS

To maintain strong corporate governance and

ensure that these business relationships are

conducted on an arm’s length basis, the Group

has both the Committee of Independent

Directors at the Board level and the Executive

Related Party Matters Committee at the

management level.

NON-FINANCIAL

INFORMATION STATEMENT

The Ferrexpo Group complies with the non-

financial reporting requirements contained in

Sections 414CA and 414CB of the Companies

Act 2006. The table below, and information

it refers to, is intended to help stakeholders

understand the Company’s position on key

non-financial matters. This builds on existing

reporting that the Company already does

under the following frameworks: Global

Reporting Initiative, Guidance on the Strategic

Report (UK Financial Reporting Council), UN

Global Compact, UN Sustainable Development

Goals and UN Guiding Principles. In addition

to its Annual Reports, Ferrexpo also publishes

a standalone report covering its Responsible

Business activities, with the report for 2023

available on the Group’s website and the

report for 2024 expected to be released

in 2025.

Reporting requirements Reports, policies and standards Additional information Risks

Environmental Climate Change Report

Responsible Business Report

Tailings Management

Net Zero pathway, pages 49 to 51

Energy consumption, page 49

Climate Change Report on www.ferrexpo.com

Principal Risks, pages

81 to 94

Employees Ethics and Responsible Business Policy

Code of Conduct

Health and Safety Policy

People section, pages 36 to 41

Health and safety, page 46

DEI, pages 47 to 48

Responsible Business Report on www.ferrexpo.com

Principal Risks, pages

81 to 94

Human rights Human Rights Policy

Data Privacy Policy

Anti-Slavery and Trafficking Statement

Information Security

People section, pages 36 to 41

DEI, pages 47 to 48

Ferrexpo Code of Conduct

www.ferrexpo.com/about-ferrexpo/corporate-

governance/policies-and-standards

Principal Risks, pages

81 to 94

Social matters Donations Policy

Community Policy

Operating during a time of war, pages 6 to 9

Community and civil society, page 59

Responsible Business Report

www.ferrexpo.com/responsibility/supporting-

communities

Principal Risks, pages

81 to 94

Anti-corruption

and anti-bribery

Anti-Bribery Policy

Anti-Money Laundering and

Counter Terrorist Financing Policy

Fraud Risk Management

Whistleblowing Policy

Internal controls, page 123

Governance, pages 54 to 63

Governance Report, pages 97 to 157

www.ferrexpo.com/about-ferrexpo/corporate-

governance/policies-and-standards

www.ferrexpo.com/whistleblowing

Principal Risks, pages

81 to 94

Principal risks and

impact on business

activities

Business Model, pages 10 to 11

Risk Management, pages 81 to 94

Viability Statement, pages 95 to 96

Going Concern Statement, page 155

Principal Risks, pages

81 to 94

Non-financial KPIs Key Performance Indicators, pages 16 to 19

Corporate Governance Financial Statements

Strategic Report

We engage with our

stakeholders on an

ongoing basis to

understand what

matters to them and

how we can create

value together.

Our key

stakeholders

Ferrexpo plc

Annual Report & Accounts 2024

Stakeholder Engagement – Section 172

The Board of Directors acts to promote

the long-term sustainable success of the

Company for the benefit of all stakeholders.

This includes addressing the long-term

strategic direction of the Company, which is

presented on pages 56 to 61 of this report.

This long-term sustainable success includes

governing the business in the short term

during a time of war and through the

challenging operating environment in Ukraine.

In doing so the importance of having due

regard to the matters set out in Section 172(1)

(a) to (f) of the Companies Act 2006 is

recognised, notably:

• The likely consequences of any decision in

the long term.

• The interests of the Company’s employees.

• The need to foster the Company’s business

relationships with suppliers, customers

and others.

• The impact of the Company’s operations on

the community and the environment.

• The desirability of the Company maintaining

a reputation for high standards of business

conduct.

• The need to act fairly between members

of the Company.

The Board receives regular training and

briefings on directors’ duties and updates

in relation to corporate governance

developments and stakeholder engagement.

New directors appointed to the Board receive

tailored, individual briefings on their duties

and obligations as part of their induction.

The following section outlines the Group’s

different stakeholder groups, engagement

activities conducted in 2024 and feedback

that was received as part of this work.

HOW CONSIDERING

STAKEHOLDERS IN DECISION

MAKING WORKS IN PRACTICE

The Group engages regularly with

stakeholders, with interactions led largely

by the day-to-day management team, with

Board-level interactions when appropriate.

Where management-level engagement has

taken place, feedback is provided to the Board

by way of regular reporting and updates at

meetings to help inform decision making and

ensure stakeholder views and considerations

are taken into account.

During Board discussions, the Board considers

as appropriate the various stakeholders’

interests and the potential impact of decisions

on relevant stakeholder groups for the

purposes of Section 172 of the Companies Act

2006. This includes considering competing

stakeholder interests and the differential

impact certain decisions may have on different

constituencies.

CREATING VALUE FOR

STAKEHOLDERS

Ferrexpo has a wide range of stakeholders –

from our employees, contractors, and

communities located close to our operations

in Ukraine, to local and national governments

and our international customers, investors and

suppliers. We consult frequently with all our

stakeholders, to help shape, coordinate and

communicate our approach to responsible

business and hear their feedback.

INDEPENDENT LIMITED

ASSURANCE FOR NON-

FINANCIAL REPORTING CRITERIA

For the 2024 Annual Report and Accounts,

the Group engaged its auditors to perform

a limited assurance on certain non-financial

reporting criteria. In the previous year, this was

performed for Scope 1 and 2 emissions, and

in 2024 this was expanded to include Scope

3 emissions for the first time. This year the

limited assurance was provided for the LTIFR,

and also, for an additional seven safety or

human resources related reporting criteria.

Further details on the Group’s approach to the matters outlined in Section 172 can be found in the following sections of this report:

Section 172 factor Key examples Page

Employees and wider workforce Operating during a time of war 06

Our People section 36

Responsible Business: Health and Safety 46

Responsible Business: Diversity, Equity and Inclusion 47

Suppliers and customers Market Review 26

Strategic Framework 14

Local communities Operating during a time of war 06

Environment Responsible Business: Net Zero pathway 49

Scenario analysis selection and TCFD 64

High standards of business Business Model 10

Responsible Business Review 45

Responsible Business: Governance 54

Risk Management 81

Investors Executive Chair’s Statement 02

Chief Financial Officer’s Statement 04

Business Model 10

Value Proposition 12

Corporate Governance Financial Statements

Strategic Report

The table on the following

pages details how the

Board interacts with

stakeholders

FINANCIAL

MARKETS

WORKFORCE

AND UNIONS

We have a broad range of

financial stakeholders, notably

our shareholders (institutions and

individuals), in addition to banks,

lenders, market experts and financial

media.

How we engaged

• Annual General Meeting

• Regulatory reporting: Annual Report and

Accounts, Interim Results and Quarterly

Production Reports

• Regulatory announcements

• Regular meetings, calls and presentations

• Financial and industry forums

• Website and electronic digests

• Company hosted forums

What matters to them

• Performance and profitability

• Corporate governance standards

• Corporate access

• Interaction with other stakeholders, such

as our customers, partners and

government

What matters to them

• Health and safety

• Job security

• Future investment

• Humanitarian support

• CSR activities

• Support for veterans

What was important in 2024

• Business continuity due to ongoing war in

Ukraine

• Legal cases against the Company

• Weakness in iron ore markets

What was important in 2024

• Concerns about business continuity due to

ongoing war

• Support for colleagues serving in the

Armed Forces of Ukraine and veterans

• Visit to operations by Director Designate

for workforce engagement

• Employee engagement survey

• Communications from Executive Chair

Feedback and response of the Board

The majority of the Board of Directors

attended the AGM in person, offering

shareholders a formal opportunity to provide

feedback and ask questions. There was also

an informal opportunity to meet with the

Directors after the formal proceedings.

During the year, the Executive Directors met

frequently, in person and online with existing

and prospective shareholders, including on

roadshows arranged by the Company’s

broker Panmure Liberum. Post event

feedback is provided to the Board (and

Executive Committee) for deliberation.

Through the Company’s investor relations and

communications team, reports are submitted

for every Board and Executive Committee

meeting to provide in-depth updates and

analysis, and request for activities are

considered.

Feedback and response of the Board

To ensure effective engagement, the Board

recognises the importance of a strong

presence in Ukraine, where 99% of the

workforce is based. To this end, during

2024 the Board included two Ukrainian

Independent Non-executive Directors and

one Ukrainian Executive Director. Through this

presence, Vitalii Lisovenko, the Board’s

nominated representative for workforce

engagement, visited operations during 2024

(see case study Board workforce engagement

on pages 62 to 63), and Natalie Polischuk

visited employees and stakeholders in Kyiv

on a frequent basis.

The Board regularly interacts with the Group’s

executive management team through its

various committees.

How we engaged

• Director Designate for Workforce

engagement

• In-person sessions with Directors

• Regular employee townhalls

• Employee engagement surveys

• Weekly meetings with managers

• Print and digital channels and social media

are used for internal and external

communications

• Company newspaper “The Miner”

Our people are critical to the success

of our business. More than 99% of

our employees and contractors are

based in Ukraine, some of whom

are serving in the Armed Forces

of Ukraine. We also engage with

former employees, recruitment

agencies, trade unions and business

and industrial associations.

Ferrexpo plc

Annual Report & Accounts 2024

Stakeholder Engagement – Section 172 continued

SUPPLIERS

CUSTOMERS

COMMUNITIES

AND CIVIL SOCIETY

What matters to them

• Local issues

• Education and health initiatives

• Employment support and professional

development

• Humanitarian and charity support

• Corporate governance standards

What matters to them

• Business continuity

• Availability of logistics capacity

• Alignment with Ferrexpo supplier

standards

• Reduction of emissions

What matters to them

• Business continuity

• Logistics capacity and availability

• Innovation and product developments

• Corporate governance standards

• Climate change and Scope 3 emissions

What was important in 2024

• US$28 million spent on more than 100

humanitarian projects and initiatives and

CSR spending since February 2022

What was important in 2024

• Site visits to existing and potential

suppliers in Europe, MENA, Asia, North

America and Australia

• Business continuity due to ongoing war in

Ukraine

• Legal cases against the Company

What was important in 2024

• Visits to existing and potential customers

in Europe, MENA and Asia

• Business continuity due to ongoing war

in Ukraine

• Security of supply

• Legal cases against the Company

Feedback and response of the Board

Strong ties with local communities are

maintained. The Group communicates

frequently through print and digital media,

television and a calendar of community

activities. This includes contact with local

and national officials.

The Ferrexpo Humanitarian Fund and CSR

spending, which are controlled and monitored

at Board level, have provided US$28 million of

funding for over 100 projects and initiatives

since the full-scale invasion of Ukraine. These

have included local, regional and national

initiatives estimated to have reached over five

million people. Donations in 2024 included

UAH10 million to the Okhmatdyt Children’s

Hospital.

Feedback and response of the Board

The Group is an important player in the local

economy in the Poltava Region, and therefore

it is important to maintain constructive

relationships with suppliers, for example by

paying suppliers promptly.

By imposing a Code of Conduct and engaging

with suppliers, the Group aims to reduce risks

in the supply chain such as environmental

concerns and modern slavery.

Feedback and response of the Board

The Board understands that customers have

concerns about the war, security of supply

and logistics access. To address these, the

Executive Chair visited customers around the

world with the sales and marketing team to

provide a transparent and open explanation

of how the business is remaining resilient.

To address increasing interest in climate

change, the Board was proud to issue the

Group’s second Climate Change Report in

December 2024.

The Board also approved a suite of MoUs with

customers to explore DR pellet supplies and

common decarbonisation projects.

How we engaged

• Open days and key calendar events

• Humanitarian projects and initiatives

• Local infrastructure support

• Attendance at key national forums

• CSR and charity events, sometimes in

partnership with other groups

• Regular digital digest and social media

How we engaged

• Meetings and dialogue

• Meetings with Ukrenergo (the main

electricity supplier in Ukraine)

• Compliance and certification processes

• Regulatory and non-regulatory

announcements

• Attendance at industry forums

• Print and digital media

• Site visits

How we engaged

• Regular meetings with existing global

customers and meetings with potential

new customers

• Customer site visits internationally (those

in Ukraine to resume post war)

• Attendance at industry forums

• Reports including the Annual Report and

Accounts, Responsible Business and

Climate Change Reports

These are people who are based

locally, regionally and nationally,

including the mayor and council

members of Horishni Plavni, and

chairs and members of other

local and regional councils.

These stakeholders also include

educational, health, cultural

and sporting institutions and charity

groups.

Our suppliers include providers

of equipment, consumables and

services, along with ancillary

and support providers, such as

maintenance and professional

services. The Group paid

US$657 million to suppliers in

2024 (2023: US$514 million)

Our customers include steel mills

in Europe, MENA and Asia, in

addition to commodity traders

around the world.

Corporate Governance Financial Statements

Strategic Report

GOVERNMENT

Our government stakeholders are

state agencies and representatives

in Ukraine and globally, as well as

international organisations and IFIs.

We also engage with state licensing

institutions, law enforcement bodies,

lobbying and politically related

groups including the diplomatic

community, think-tanks, industry

and business associations.

How we engaged

• Regular dialogue to keep our workforce

safe

• Contributions to Ukraine and EU policy

development

• Dialogue to understand resource,

infrastructure, transport and logistics

constraints

• Site visits

• Attendance at key forums

• Regulatory and non-regulatory reporting

• Digital digest

• Position papers on critical issues

• In person and online meetings

What matters to them

• Contribution to the Ukrainian economy

• Provision of stable employment for the

Poltava Region

• Positive economic and social impact in the

Poltava Region and Ukraine

• Adherence to laws and regulations

What was important in 2024

• The situation in Ukraine remains

challenging due to the ongoing war and it

is important to have frequent and open

dialogue with government and its agencies

to protect the Company’s people and

assets.

• The Company is currently experiencing

undue pressure on its activities due to a

series of legal cases targeting its largest

shareholder. It is important that Ferrexpo’s

perspectives are conveyed to all

government related stakeholders to

protect the interests of the Company.

Feedback and response of the Board

With direction from the Board, the Group

works to maintain its legal permits and licences

with various government agencies.

Board Directors, ExCo members and other

management maintain ongoing dialogue with

government and related officials. This is

particularly important to allow the Board and

management to understand the numerous

changes to the operating environment, which

has changed significantly throughout the war.

This includes sharing information to keep our

workforce safe, updates on the supply of

power and access to transport and logistics

infrastructure from port closures, limitations

to rail access and the availability of electricity,

amongst other effects. Other meetings with

national and international officials are arranged

frequently to convey the Board’s perspectives

on critical legal and financial issues.

Board members, ExCo and other management

regularly attend domestic and international

events, sometimes as speakers. This includes

events dedicated to the current situation in

Ukraine and eventual recovery.

Ferrexpo plc

Annual Report & Accounts 2024

Stakeholder Engagement – Section 172 continued

THE ENVIRONMENT

The Board’s principal engagement with

stakeholders on environmental matters is

through the Board-approved Climate Change

Report and annual Responsible Business

Report.

In December 2024, the Group published its

second Climate Change Report, outlining

climate-related risks and opportunities for

the Group, its greenhouse gas footprint,

and a potential pathway towards low carbon

production by 2050. More information can be

found in the Net Zero pathway section in this

report on pages 49 to 53 and the full report

can be viewed at www.ferrexpo.com

The Group’s 2023 Responsible Business

Report, also published in December 2024,

is divided into four sections, one of which is

titled “Sustainable environments”. This section

looks at the Group’s contributions to enabling

the transition to green steel, nature and

biodiversity, and climate change. The report

also provides comprehensive environmental

reporting data on emissions, energy

consumption, waste generation, materials

consumption, and water usage.

A Board sub-committee, called the Health,

Safety, Environment and Communities

(“HSEC”) Committee is responsible for

managing the Group’s environmental policy.

The terms of reference of the HSEC Committee

can he viewed at www.ferrexpo.com.

OPERATING DURING

A TIME OF WAR

During the year, the main focus of the Board

was to continue to operate during a time of

war. A significant number of Board decisions

and oversight related to this. Stakeholder

interests play a fundamental part of these

decisions, given the impact the war is

having on all of our stakeholders. The Board

considered relevant stakeholders for each

decision with a strong desire to protect

all of our stakeholders’ interests, but with

particular focus on the workforce given

the unpredictable nature of the operating

environment in Ukraine. The Board was also

mindful of the need to balance interests of

different stakeholders while at the same time

protecting the financial position and long-

term viability of the Company for the benefit

of shareholders as a whole and the long-

term success of the business. This included,

for example, decisions around maintaining

flexibility of our product-mix in order to be

able to respond quickly to the changing market

environment, to meet customer demands and

to support the Group’s operations. For further

information, see Operating during a time of

war section on pages 6 to 8.

Corporate Governance Financial Statements

Strategic Report

Vitalii Lisovenko

Non-executive Director resident, Vitalii Lisovenko,

is the Board’s nominated representative for

workforce engagement.

Such a nomination is one of the options under

Provision 5 of the 2018 UK Corporate Governance

Code which aims to integrate stakeholder interests

into board decision-making, in particular those of

the workforce, to ensure that their interests are

heard at the board level.

Ferrexpo plc

Annual Report & Accounts 2024

CASE STUDY

Vitalii was nominated for this role because he

is a Ukrainian resident and decided to stay in

Ukraine after the full-scale invasion in February

2022. Vitalii is well recognised in Ukraine; he is

currently an advisor to the Minister of Finance

of Ukraine, having spent over 20 years in

government-related finance roles. He is

also a graduate of the Kyiv State Economic

University, where he later obtained a PhD

in Economics, and has been an Associate

Professor of Finance for 15 years.

In his role as Director Designate for Workforce

Engagement, Vitalii visits our operations in

Horishni Plavni, and meets frequently with

other colleagues in Kyiv. In September 2024,

Vitalii undertook a three-day site visit. The

busy schedule included:

• Three individual meetings with company

directors.

• Five separate meetings with different

employee groups, including senior

managers, line managers, operations staff

from the mining, technology and repairs

functions, and with demobilised veterans

who have returned to the workplace.

• Site visits to the Company’s Yeristovo (FYM)

and Belanovo (FBM) operations.

• Meetings with the heads of the local city

administration.

• Visits to cultural and educational institutions

in Horishni Plavni, including the recently

opened exhibition documenting Russia’s

war in Ukraine at the Ferrexpo-funded city

museum and Secondary School Number 3,

where Ferrexpo has funded a classroom and

curriculum dedicated to artificial intelligence.

Following the visit, Vitalii presented a report at

the subsequent Board meeting. This covered a

variety of issues identified from conversations,

including topics such as cost of living and

salaries.

These were discussed and considered by

the Board, and committed outcomes have

included salary increases for Ukrainian

based employees. In this way, these visits,

the feedback that is garnered, the Board

discussion and decisions made, demonstrate

the value that is realised – and that this

engagement has a meaningful impact for

our most important stakeholder group.

“My visit to Horishni Plavni in the autumn of 2024

was my fourth as the Director Designate of

Workforce Engagement, and one of my most

extensive yet. I have come to learn that the more

open and frank my interactions with the workforce,

the more that I listen instead of talk, the more

trust and value is created. Frankly speaking, the

outcomes of my visits are a true example of

governance that creates value, for stakeholders,

for the Board, and the business as a whole.”

Vitalii Lisovenko

Non-executive Director

Financial StatementsCorporate GovernanceStrategic Report

Ferrexpo considers that it has made climate-related financial disclosures consistent with the four recommendations and 11 recommended

disclosures of the Task Force on Climate-Related Financial Disclosures (“TCFD”) – covering Governance, Strategy, Risk Management, and Metrics

and Targets. In this reporting period, we have also partially incorporated core elements of the International Sustainability Standards Board (“ISSB”)

IFRS 2 for Climate-related Disclosures (“IFRS S2”), which aims to provide stakeholders with a comprehensive update on our climate-related financial

information. While we remain committed to our climate targets and goals in the long term, we must prioritise business continuity and employee

welfare during these challenging times, with plans to reinstate and potentially enhance these initiatives once stability is restored.

Summary disclosure against TCFD recommendations

Governance

How Ferrexpo complies Actions in 2024

Board oversight of climate-related risks and opportunities

• The Board of Directors holds ultimate responsibility for overseeing the Group’s

strategy, which includes climate change, and climate-related risks and opportunities.

The Board considers climate-related issues as part of its decision-making, including in

relation to risk management, annual budgets and business plans.

• The Board is supported by the HSEC Committee, which has been delegated

management of climate-related issues by the Board. The HSEC Committee receives

information about climate-related issues through activities such as internal briefings

by members of the executive management team, other management and colleagues,

and briefings from external advisors. The HSEC Committee reports the Group’s

progress on climate change related matters, including progress against climate-

related goals and targets to the Board on a quarterly basis. A monthly HSEC Report

is also provided to and discussed by the Executive Committee.

• The HSEC Committee comprises the following members:

– Fiona Macaulay, Senior Independent Non-executive Director, and Interim Chair

of the HSEC Committee.

– Yuriy Khimich, Ferrexpo Belanovo Mining General Director, and Chair of the

local Corporate Social Responsibility Committee.

– Greg Nortje, Group Chief Human Resources Officer.

– Nataliya Storozh, Health and Safety Director, Ferrexpo Poltava Mining.

• The Audit Committee serves as a partner to the Board, monitoring the Group’s risk

exposure and risk appetite, including in relation to climate-related risks, to ensure

they align with established thresholds. Additionally, the Audit Committee provides an

oversight function by reviewing the effectiveness of implemented risk management

and control systems. The Audit Committee is assisted in its oversight role by the

Group’s internal audit function, which undertakes both regular and ad-hoc reviews of

risk management controls and procedures, including in relation to climate-related

risks; the results of these reviews are reported to the Audit Committee. The Chair of

the Audit Committee reports to the Board after each meeting on all matters within its

duties and responsibilities, including any climate-related matters that were discussed.

• The combined roles and responsibilities of the different committees’ members

ensure comprehensive oversight of ESG topics, and their related climate-related

risks and opportunities across Ferrexpo’s business operations. This diversity enables

individuals with the correct experience and level of oversight across the business to

appropriately develop strategies and actions to respond to climate-related risks and

identified opportunities.

Climate change was included as a standing agenda item at

all scheduled Board meetings this year.

The HSEC Committee met four times across the year

(four times in previous year 2023), with climate change

highlighted as a standing agenda item at all scheduled

HSEC meetings throughout the year.

Further refinements

We intend to continue to deliver climate education for the

Board through ESG Engagement Sessions, for example, on

Climate Transition Plans and the Transition Plan Taskforce

and their new framework, which now falls under the IFRS

Foundation, as well as emerging UK and EU climate policy

and expectations for climate reporting.

Independent limited assurance for non-financial

reporting criteria

As part of the Board’s oversight of climate-related risks

and opportunities, it engaged its auditors to perform a

limited assurance on certain non-financial reporting

criteria. As in previous years this included absolute Scope 1

and 2 emissions, and in 2024 this was expanded to include

Scope 3 emissions for the first time. In so doing the Board

is able to add confidence in its emissions disclosures and

track progress with more certainty over time.

Ferrexpo’s 2024 climate-related

financial disclosures for the purposes

of UK Listing Rule 6.6.6R(8) and

section 414CB of the Companies Act

2006 are detailed below.

Ferrexpo plc

Annual Report & Accounts 2024

Task Force on Climate-Related Financial Disclosures (“TCFD”)

Summary disclosure against TCFD recommendations

Governance

How Ferrexpo complies Actions in 2024

Management’s role in assessing and managing climate related risks and opportunities

• The Executive Committee, chaired by Executive Chair Lucio Genovese, oversees the

implementation of Ferrexpo’s climate strategy, monitors controls, and mitigates

Group-wide risks. The Committee is supported by members representing essential

business functions.

• The Group’s executive management team monitors and assesses climate-related

risks through its risk monitoring activities as part of the Group’s Finance, Risk

Management and Compliance Committee (“FRMCC”). Further information on the

FRMCC and how management assesses and manages climate-related risks and

opportunities is set out in the ‘Risk Management’ disclosures below.

The FRMCC met nine times in 2024 to assess and evaluate

risks, including climate-related risks. The FRMCC reviewed

the risk register and oversaw the integration of findings

from the 2024 climate materiality assessment into the

risk register.

RISK MANAGEMENT RESPONSIBILITY

RISK MANAGEMENT PROCESS

FERREXPO BOARD

– Holds overall responsibility for maintaining sound risk management and internal control systems

– Sets strategic objectives and defines risk appetite

– Monitors the nature and extent of risk exposure

OPERATIONAL LEVEL

– Ensures risk management processes and internal controls are embedded across all Ferrexpo operations

FINANCE, RISK MANAGEMENT AND COMPLIANCE COMMITTEE

– Monitors centralised financial risk management structures

– Monitors Group compliance

– Oversees Group and local compliance officers

INTERNAL AUDIT FUNCTION

– Supports the Audit Committee in reviewing the effectiveness of risk management

– Oversees internal control systems

AUDIT COMMITTEE

– Supports the Board in

monitoring risk exposure and risk

appetite

– Reviews effectiveness of risk

management and control

systems

EXECUTIVE COMMITTEE

– Assesses and mitigates

Group-wide risk

– Monitors internal controls

HSEC COMMITTEE

– Oversees responsible business

matters and performance

PROCEDURES

POLICIES

Figure 1: Ferrexpo governance structures and risk management process

More information

Board Committees on

page 100

Corporate Governance Financial Statements

Strategic Report

Summary disclosure against TCFD recommendations

Governance

How Ferrexpo complies Actions

Climate-related risks and opportunities identified over the short, medium, and long term

With support from Ricardo, a global environmental, engineering and strategic

consulting company, we reviewed and refreshed our list of climate-related risks and

opportunities, which resulted in an updated shortlist of 63 risks and opportunities (34

new), encompassing transition risks linked to the shift towards a low-carbon economy

and physical risks arising from climate change.

• These were scored individually based on potential financial magnitude, likelihood

of occurrence, and potential business impact. The scoring analysis found 15

opportunities and 15 risks to be material to Ferrexpo. These material risks were

grouped under six key focus areas and brought forward for climate scenario analysis.

• In order of priority, these six focus areas are: (1) Energy & Emissions, (2) Climate-

related Policy & Legislation, (3) Market Demand – Green Steel, (4) Physical Climate

Risks, (5) Stakeholder Climate Consciousness, and (6) Circular Economy Principles.

Climate-related risks and opportunities were considered over the following time

horizons: short- (2024-2030), medium- (2030-2040), and long-term (2040-2050)

timeframes. The short-term horizon reflects our five-year strategic and financial

planning cycle, and the medium and long-term timeframes are consistent with our

Net Zero targets.

We used scenario analysis to determine which risks and opportunities could have a

material financial impact on our business, by evaluating the impacts on operating costs,

ability to generate revenues, business interruption, supply chain issues and the timing

of key company events and milestones across the selected climate scenarios. For

further information, see the ‘Resilience based on climate change scenarios’ disclosures

below.

A description of the climate-related risks and opportunities in the short, medium,

and long term that could have a material financial impact on the Group is available

on page 94 in this report.

The updated process to refresh our key climate-related

risks and opportunities incorporated the latest data,

emerging trends, and evolving legislative and regulatory

frameworks. This included insights from last year’s TCFD,

our 2024 climate change regulatory analysis (see our

Climate Change Report for more detail) and the output of

our 2023 Double Materiality Assessment (“DMA”).

Through the DMA, industry-based disclosure concepts

were also incorporated in the refresh, including the SASB

Extractives and Mineral Processing Sector Standards.

Further refinements

We intend to review our risks and opportunities annually

to ensure the most relevant ones are considered and,

where possible, directly integrate all into the principal risk

evaluate the impact across Ferrexpo’s business model and

value chain, to identify where these are concentrated. We

will continue to review relevant industry-based guidance

when identifying the risks and opportunities, such as the

Sustainability Accounting Standard (“SASB Standard”) for

Metals & Mining.

Impact on the Ferrexpo business, strategy and financial planning

• Climate change considerations are central to Ferrexpo’s business model, with

outcomes from this year’s TCFD refresh informing future Climate Change Reports

and the 2024 Annual Report and Accounts.

• The climate-related risks and opportunities that have been identified through

scenario analysis serve as the foundation for Ferrexpo’s business strategy and

financial planning across the short-, medium- and long-term time horizons set out

above, guiding our actions and investments to mitigate risks and capitalise on

opportunities in alignment with our long-term sustainability goals. This includes

increased focus on direct reduction pellets, investment in new technologies, and

renewable power generation.

• Climate-related risks input into financial planning processes through the

consideration of the potential carbon emissions footprint of existing and proposed

operating projects and capital investment projects.

• Climate-related factors are expected to negatively impact financial performance in

the short to medium term (CapEx, OpEx and regulatory costs of the EU Carbon

Border Adjustment Mechanism (“EU CBAM”)), but may present opportunities in the

long term due to an anticipated increase in demand for iron ore feedstocks that

enable the transition to lower emissions steelmaking.

• The EU CBAM will affect supply of our products to European customers, and

therefore we have evaluated its impact to prepare for full implementation,

considering potential scenarios, including Ukraine’s possible EU accession. While

the uncertainty caused by the war in Ukraine adds complexity to forecasting the

EU CBAM’s application, we have analysed best- and worst-case scenarios, reflecting

our proactive approach to maintaining robust governance, underscored by our

completed Double Materiality Assessment process. To demonstrate our alignment

with upcoming regulatory requirements in line with a 1.5°C trajectory, as well as

demonstrate our greenhouse gas reduction target trajectory and planned and future

decarbonisation investments, we have been following development of the Transition

Plan Taskforce (“TPT”) Disclosure Framework, with a focus on the Metals & Mining

Sector. This is further outlined on page 6 of our 2024 Climate Change Report.

A complete description of business impacts under each focus area is available on

page 66.

We undertook quantitative financial analyses of one

material risk and one material opportunity:

1. Energy & Emissions: energy usage & GHG emissions

(risk) – modelling the potential financial impact linked

to our emissions and carbon taxes.

2. Market Demand – Green Steel (opportunity): iron ore

pellet sustainability price premiums – modelling the

potential financial impacts linked to the expansion of

our direct reduction electric arc furnace (“DR-EAF”)

pellets into the emerging green steel market.

These analyses enabled us to quantify the financial

impacts of these material climate risks and opportunities

for further integration into our risk management and

strategic planning. This financial quantification

incorporated our business assets, revenue, and costs, and

considered potential changes to future revenue streams.

We have also taken proactive steps to monitor the

potential impacts of the EU CBAM, Ukraine’s EU accession,

and other policy developments such as the requirement

during 2023 and into 2024 to procure Scope 2 electricity

outside Ukraine, which has directly influenced our

emissions.

Further refinements

While specific details of our financial analyses are

considered commercially sensitive, we plan to advance

the quantitative analysis of our other material climate

change risks and opportunities to strengthen our

transition planning, with the aim of publishing our

results in future reports.

Ferrexpo plc

Annual Report & Accounts 2024

Task Force on Climate-Related Financial Disclosures (“TCFD”) continued

Summary disclosure against TCFD recommendations

Governance

How Ferrexpo complies Actions

Resilience based on climate change scenarios

Climate scenarios from two publicly available, scientifically recognised independent

climate change authorities were selected to assess our business impact and resiliency

to each material climate-related risk and opportunity under short- (2024-2030),

medium- (2030-2040) and long-term (2040-2050) timeframes.

We selected four scenarios: two from the IEA and two from the IPCC, providing context

on risks and opportunities as the economy transitions to Net Zero and global

temperatures rise. The scenarios included:

• IEA Net Zero Emissions by 2050 (NZE) – Paris Agreement aligned.

• IEA Stated Policy Scenario (STEPS).

• IPCC SSP1 – RCP 2.6- Paris Agreement aligned.

• IPCC SSP4 – RCP 3.4.

Further details and justification of the scenarios used can be found on pages 72 to 79.

This modelling provides insights into our resilience under varying climate-related risks

and opportunities. Whilst regulatory shifts in energy supply and carbon pricing may

raise concern about Ferrexpo’s operating costs, our scenario analysis indicates that

short-term impacts are manageable, with medium- and long-term risks being

monitored and solutions being investigated. Through ongoing scenario analysis and

integration of mitigation plans into business strategy, we are confident the resilience

of our business and climate change adaption efforts are sufficient to manage the

identified risks.

For a detailed overview and progress update on Ferrexpo’s strategic actions and

resilience strategies to mitigate risks and leverage opportunities under each focus area,

refer to pages 14 and 15.

As part of the 2024 TCFD refresh, the scenario selection

was updated to align with the latest data provided by

the IEA and IPCC and to provide further granularity to

the analysis of physical risks.

In addition, we considered the potential impacts of the

war in Ukraine across multiple scenarios and time horizons,

recognising the added challenges these circumstances

could present to our resilience strategies at Ferrexpo,

particularly in the short term.

During a business resilience workshop, Ricardo reviewed

our resiliency and adaptive capability measures in order to

update the maiden Climate Change Report and identify

new actions to ensure an updated strategic plan of action

across the short, medium, and long-term.

Pages 20 to 34 in the updated 2024 Climate Change

Report further detail the TCFD process and results,

including this refresh and update.

Further refinements

To align with best practices, our ambition is to renew our

detailed comprehensive climate scenario analysis every

three years, unless there is a significant change to the

business or external change related to identified risks and

opportunities that requires an update sooner. We intend

to continue to review our climate-related risks and

opportunities annually through our risk management

process, adjusting any financial impacts based on the

latest data and drive progress on our resiliency actions in

line with our targets and goals.

Risk Management

Process for identifying and assessing climate-related risks

• Ferrexpo’s Board of Directors oversees the Group’s strategy and future direction.

This includes overall responsibility for the identification of emerging and principal

risks and associated strategies to manage and mitigate such risks.

• The Group maintains an internal risk register to evaluate principal and emerging risks

related to our business, including climate-related risks. This determines their relative

significance regarding monetary impact, probability, maximum foreseeable loss,

trends, and mitigating actions.

• The risk register is updated monthly and discussed by executive management

at meetings of the FRMCC. Here, the completeness of the risk register is also

considered, and any new identifiable risks are added. The risk register is also

discussed and reviewed by the Audit Committee at least quarterly. The FRMCC

ultimately reports to the Board for further review and approval of the risk register.

• The FRMCC closely monitors existing and proposed regulatory requirements to

assess how they may pose risks to our business and impact our future strategy.

• Refer to the Principal Risks section on page 94 for further information on climate

risk integration amongst our other principal risks.

The Group conducted an in-depth analysis of its business

and financial exposure to climate risks, evaluating both

operational and strategic resilience through a

comprehensive review of climate policies and regulations.

This included assessing current and emerging regulatory

landscapes across the entire value chain, with a particular

focus on the markets into which we sell our products. For

example, the EU CBAM carbon tariff on imports will affect

how our products are sold into the EU. This analysis

supports Ferrexpo’s process for identifying and assessing

climate-related risks by providing critical insights into

regulatory impacts and potential vulnerabilities.

Further refinements

We plan to continue to monitor and assess the risks and

opportunities that were not deemed financially material in

this year’s assessment, as they may become more relevant

in the future due to changes in the markets and regulatory

landscapes In the meantime, our identified climate risks

and opportunities continue to be integrated into our risk

risk management process.

Corporate Governance Financial Statements

Strategic Report

Summary disclosure against TCFD recommendations

Risk Management

How Ferrexpo complies Actions

Managing climate-related risks

• To effectively manage climate-related risks, the Board continuously oversees our risk

management and internal control systems, with support from the Audit Committee,

Executive Committee, and HSEC Committee, as detailed above.

• Where a risk is deemed to be sufficiently significant in terms of potential impact

or likelihood, appropriate risk mitigation measures are sought, including with the

assistance of third-party specialists where relevant (refer to Strategy section –

climate risks and opportunities and scenario analysis on page 70, which discusses

the materiality process and prioritisation of climate-related risks).

• The Executive Chair, Chief Financial Officer, Chief Operating Officer, and Chief

Marketing Officer manage specific risks, including climate-related risks, on a

day-to-day basis related to their functions.

• Further information on the actions taken to manage and mitigate risks relating to

climate change is set out in the Principal Risks section on page 94.

The ongoing war in Ukraine has created unprecedented

operational and financial uncertainties, necessitating that

we shift our focus from growth, decarbonisation, and

cultural development to business continuity and resilience.

With significant disruptions to electricity supply and

broader instability affecting operational stability, we have

rebalanced the measures previously included in incentive

arrangements to reflect our current near-term priorities

and better align costs with performance and reward.

These changes take into account the dynamic operating

environment that currently prevails as a result of the

full-scale invasion of Ukraine. Our Short-term Incentive

Plan continues to reflect our strong commitment to

sustainability, with Health and Safety, Diversity and

Inclusion continuing as key priorities and integral to our

policies. Our Long-term Incentive Plan factors in both

Company and individual performance with potential

reductions—including to zero—if results do not align with

the Company’s financial, operational, and sustainability

objectives. Any awards made under the Company’s

Short-term and Long-term Incentive Plans remain subject

to recovery provisions.

How processes for identifying, assessing, and managing climate-related risks are integrated into the company’s overall risk management

• The Group’s processes for identifying, assessing, and managing climate-related risks

are fully integrated into the Group’s overall risk governance framework, further

details of which are set out above and in the Risk Management section on pages 81

to 94.

We acknowledge the importance of being transparent and

accountable in our approach to climate transition planning

and we have been following the development of the TPT

Disclosure Framework, with a focus on the Metals & Mining

Sector Guidance. We are committed to providing our

stakeholders with a detailed update on our progress in

implementing the climate transition plan, which will

include an overview of our strategies for identifying,

assessing, and managing climate-related risks and

opportunities in the metals and mining sector, as well as in

our governance structure and risk management practices.

Further details of the Group’s transition plans are available

in our 2024 Climate Change Report.

In 2024, climate-related risks and opportunities were

integrated into the risk management framework and the

internal Enterprise Risk Management (“ERM”) processes.

Ferrexpo plc

Annual Report & Accounts 2024

Task Force on Climate-Related Financial Disclosures (“TCFD”) continued

Summary disclosure against TCFD recommendations

Metrics and Targets

How Ferrexpo complies Actions

Metrics used to assess climate-related risks and opportunities

• The Group uses a wide range of climate-related metrics including GHG emissions

(Scopes 1, 2 and 3 and emissions intensity), as well as consumption of diesel,

electricity and natural gas, water usage and waste generation, and land use,

including biodiversity baseline mapping to assess and manage climate-related

risks and opportunities.

For more information on our emissions data (Scope 1, 2 and 3) and climate-related

metrics, please see pages 58 to 63 of the 2024 Climate Change Report.

• Our Remuneration Policy is designed to incentivise our executives by integrating

sustainability-linked objectives into the Short-term Incentive Plan. We set annual

targets that are aligned with our medium-term carbon reduction goals for Scope 1

and Scope 2 emissions, aiming for significant progress by 2030. Additionally for

Scope 3, we emphasise enhancing production of higher-grade direct reduction

pellets, vital for reducing the Group’s Scope 3 emissions. Metrics related to our

carbon reduction progress are incorporated into our remuneration policies.

However, due to the war, it was subsequently agreed that in the current environment,

executives are not able to influence this, and our targets are temporarily suspended.

More information can be found on page 68, and throughout our 2024 Climate

Change Report.

• By consistently tracking climate-related metrics and developing policy landscapes

(such as the EU CBAM and Ukraine ETS), we aim to ensure that our strategies and

actions are aligned with climate-related targets and that we remain responsive to the

evolving market demands and environmental imperatives.

Our monitored climate-related metrics have been

re-evaluated during the 2024 TCFD refresh to ensure

they continue to align with the Group’s goals and the

expectations of stakeholders. These include: steel carbon

intensity, trends in carbon pricing, data on electric arc

furnace steel production, recycling rates, renewable

energy availability and costs, green steel market trend,

and related client preferences. These metrics were

selected based on their direct relevance to the Group’s

operations and products, and their ability to effectively

track policy, market, and technological changes.

In terms of internal carbon pricing, Ukraine is progressing

towards an ETS, with a pilot launch anticipated in 2025,

though this may face delays due to the ongoing war.

Nevertheless, to mitigate the impacts of the EU CBAM and

ETS, Ferrexpo remains focused on reducing the embodied

carbon in our products to align with emerging regulatory

frameworks. We plan to conduct further research to better

understand the technology, equipment, and offsetting

capacity required to transition Ferrexpo to a Net Zero

business by 2050, to support the development of an internal

carbon price to consider short—and long-term impacts.

Given the war in Ukraine and the impact on business

operations, we have temporarily suspended climate-linked

components of executive compensation packages. This

prudent measure allows us to maintain focus on critical

business resilience and operational stability, while ensuring

our executive incentive structure remains aligned with

immediate strategic priorities during this period of

heightened uncertainty.

Ferrexpo’s Scope 1, 2 and 3 greenhouse gas emissions

• We have calculated Scope 1, 2 and 3 emissions, including our reductions to date,

against a 2019 baseline (see pages 49 to 53 of this report). Our methodology for

calculating GHG emissions footprint utilises, where possible, emissions factors

provided by the Greenhouse Gas Protocol, which is in line with reporting

requirements under the Global Reporting Initiative’s (“GRI”) framework for reporting

sustainability topics. Through using carbon factors provided by the Greenhouse Gas

Protocol, the Group is able to provide carbon dioxide-equivalent emissions figures

(“CO

e”) that also account for emissions of both methane (CH

) and nitrogen oxide

O). We include historical periods to allow for trend analysis.

• With MHA, the Group’s principal auditor, an independent assurance process for

Scope 1 and Scope 2 carbon emissions was conducted. The conclusion of this review

has served to confirm the relevant information as presented in our 2024 Annual

Report and Accounts.

As a result of infrastructure upgrades and reduced

operational activity due to the ongoing war, the Group

emissions from 2019 to 2024 are as follows:

• Scope 1 and 2 emissions: reduced by 29%

• Scope 3 emissions: increased by 2%

Targets

• Our initial carbon reduction targets were developed as part of the decarbonisation

pathways throughout 2021 and 2022 and were outlined in our inaugural Climate

Change Report in 2022. These targets were reinstated in our second updated

Climate Change Report, issued in December 2024.

• Our targets to achieve Net Zero emissions by 2050 and a 50% reduction by 2030

across Scope 1 and 2 emissions, and a 10% reduction by 2030 and 50% reduction

by 2050 in Scope 3 emissions (all against a 2019 baseline) remain.

• Due to the war in Ukraine, we consider emissions per tonne, not absolute emissions,

as the most representative performance measure. Although we are not currently able

to set formal science-based targets due to the war, Ferrexpo remains focused on

decarbonisation, aiming to reduce emissions across our operations.

Despite challenges relating to the ongoing war in 2024, we

continued to develop our decarbonisation and Net Zero

strategy to support the achievement of our emissions

targets. Some programmes are on hold, due to the

practicalities of operating during war time – for example,

the plans to electrify our mining fleet are progressing, but

much of the work is limited to desktop research. However,

our intention to reach Net Zero still stands, and our

ambitions in the field were published in our recent second

Climate Change Report.

We collaborated with our sustainability partner, Ricardo,

to create a science-based roadmap for achieving Net Zero

emissions by 2050. Our latest pathway analysis has

assessed the potential to achieve an approximate 90%

reduction in emissions across all scopes, supporting our

plans to align our target to the Science-Based Targets

initiative.

Further information can be found throughout our 2024

Climate Change Report.

Corporate Governance Financial Statements

Strategic Report

Strategy: Climate related risks and

opportunities, and scenario analysis

Scenario analysis is a strategic tool used to explore potential climate futures by examining a range of “what-if”

scenarios, from rapid decarbonisation under a Net Zero scenario to ‘business-as-usual.’ This process allows

Ferrexpo to stress-test current strategies to identify those that are resilient across different climate outcomes,

challenging assumptions, fostering innovation, and building resilience. A rigorous process to refresh Ferrexpo’s

list of climate-related risks and opportunities was applied to scenario analysis to help strengthen our resiliency

strategies to maximise climate-related opportunities and minimise risks.

REFRESH CLIMATE-

RELATED RISKS AND

OPPORTUNITIES

REFRESH STRATEGIC

RESPONSES

MATERIALITY SCORING

& CONSOLIDATION

BUSINESS IMPACT

ANALYSIS

CLIMATE SCENARIO

SELECTION

SCENARIO

ANALYSIS

Overview of scenario analysis process

Determine key climate-related risks

(e.g., physical risks, transition risks)

and opportunities that may arise

over the short, medium, and

long term.

Define strategic actions the

company will take in response to

the scenario outcomes, ensuring

Ferrexpo remains resilient and

adaptable to future climate

challenges.

Score risks and opportunities

aligned with Ferrexpo’s internal risk

management criteria. Compile the

results of the materiality scoring

to identify and prioritise climate-

material risks and opportunities by

common themes.

Analyse the risks and opportunities

under the scenarios and evaluate

their short-, medium-, and

long-term impacts on business

operations, strategy, and financial

performance.

Select climate scenarios, including

Paris Agreement 1.5°C aligned

(best-case) and a worst-case

pathway, to assess future climate-

related risks and opportunities.

Conduct qualitative analysis of

material risks and opportunities

under each climate scenario and

assess how these could evolve

across time horizons.

Ferrexpo plc

Annual Report & Accounts 2024

Task Force on Climate-Related Financial Disclosures (“TCFD”) continued

To update the list of key potential climate-related risks and opportunities

Ferrexpo faces, we incorporated insights from our 2023 TCFD, 2024

climate change regulatory analysis (see our Climate Change report for

more detail), our 2023 Double Materiality Assessment, desk research,

and competitor review. Through our Double Materiality Assessment

process, we also engaged external stakeholders as well as experts from

across the different functions within Ferrexpo, including sustainability,

corporate governance, risk management, human resources and finance.

This process allows us to identify the most relevant risks and

opportunities (“R&Os”) to Ferrexpo, considering the business

implications resulting from the war and current legislative landscape.

Focus area Priority order

Energy & Emissions #1

Climate-related Policy

& Legislation

Market Demand –

Green Steel

Physical Climate Risks #4

Stakeholder Climate

Consciousness

Circular Economy

Principles

EE = Energy & Emissions

CP = Climate-related Policy & Legislation

GS = Market Demand – Green Steel

PCR = Physical Climate Risks

SCC = Stakeholder Climate Consciousness

CEP = Circular Economy Principles

PROBABILITY

3.0

2.5

3.5

4.5

5.5

1.5

4.0 5.0 6.0

IMPACT

CEP

SCC

PCR

A financial materiality assessment was conducted to evaluate and

prioritise the risks and opportunities considered the most financially

material to Ferrexpo. For 2024, the materiality scoring method was

updated to align with Ferrexpo’s risk management process. R&Os were

assessed based on their potential financial magnitude, likelihood of

occurrence and potential business impact. Of the 63 updated risks

and opportunities that were identified and evaluated, 15 opportunities

and 15 risks were deemed to be material. These were clustered into

six priority focus areas for climate scenario analysis.

The matrix in Figure 3 presents the prioritisation of material risks and

opportunities as determined through the financial materiality scoring,

grouped by priority focus area.

Figure 3: Prioritisation of material risks and opportunities by focus area, based on financial materiality scoring.

Bubble size represents the qualitative financial impact on Ferrexpo.

Corporate Governance Financial Statements

Strategic Report

Scenario selection and time horizons

TRANSITION PHYSICAL

IEA NET ZERO EMISSIONS BY 2050 (“NZE”) IEA NET ZERO EMISSIONS BY 2050

IEA STATED POLICY SCENARIO (STEPS) IPCC SSP4 – RCP 3.4

A “best-case” scenario where the Paris Aligned 1.5°C goal is

achieved through policies, paving a feasible path for the global

energy sector to reach Net Zero CO

emissions by 2050, with

advanced economies achieving this earlier. This scenario replaces

the previously used Sustainable Development Scenario (“SDS”),

which was not aligned with the Paris Agreement, and is no longer

modelled by the IEA.

KEY METRICS:

• Paris Agreement aligned (1.5°C)

• Global carbon price by economy (e.g. US$250/tonne CO

by 2050)

• Internal and shadow carbon prices, by geography

• Hydrogen demand

• Carbon intensity of steel

• Steel production costs by geography

A “best-case” scenario where global development follows a

sustainable path and envisions robust international cooperation,

rapid technological advancements, and significant progress in

reducing inequality and environmental degradation.

KEY METRICS:

• 1.8°C temperature rise by 2080 – 2100

• Mean temperature in Central and Eastern Europe

• Extreme heat days (can be defined as consecutive days with

temperatures over 30 – 35°C).

A worst-case, “business as usual” scenario which provides a more

conservative benchmark whereby governments are assumed not to

reach all announced goals.

KEY METRICS:

• 2.4°C Temperature Rise by 2100

• Global energy consumption by sector and fuel type

• Global energy supply sources

• Iron & steel sector CO

emissions

• Global carbon price by economy (e.g. US$135/t by 2050)

• Internal carbon price, shadow carbon price, by geography

• Crude steel production volumes by production method

• Scrap share in metallic inputs.

A worst-case, “business as usual” scenario where highly unequal

investments in human capital, combined with increasing disparities

in economic opportunity and political power, lead to increasing

inequalities and stratification across and within countries.

KEY METRICS:

• 3.7°C temperature rise by 2080 – 2100.

• Mean temperature in Central and Eastern Europe

• Extreme heat days (can be defined as consecutive days with

temperatures over 30 – 35°C).

Due to the split of transition and physical climate-related risks and opportunities identified, scenarios from

the IEA and IPCC were selected to assess the business impacts of and Ferrexpo’s resilience to each climate-

material risk and opportunity under the focus areas. Given the IEA’s focus on energy systems and shorter-

to medium-term projections, IEA scenarios primarily assessed transition-related risks, while the IPCC’s

specificity on increasing temperatures and weather patterns, helped evaluate physical impacts.

Ferrexpo plc

Annual Report & Accounts 2024

Task Force on Climate-Related Financial Disclosures (“TCFD”) continued

WAR CONTEXT – WAR SCENARIOS

CONSIDERATIONS

The full-scale invasion of Ukraine which began on

24 February 2022 has had a profound impact on Ferrexpo’s

workforce and operations, given that all our production

is based in Ukraine. Since our inaugural Climate Change

Report published in December 2022, the war has continued

and the outlook remains uncertain. In addition to the

transition and physical specific scenarios above, we also

integrated the impact of Russia’s war in Ukraine using three

scenarios detailed below, acknowledging the additional

direct and indirect challenges these could present to

building Ferrexpo’s resiliency strategies:

• Continuation of the War: In the event that the ongoing

war persists, Ferrexpo faces significant challenges in

meeting its climate targets. This scenario considers how

prolonged war impacts emission reductions and what

strategies Ferrexpo can employ to mitigate these

challenges.

• Post-War rapid achievement of climate targets. Once

the War is over, Ferrexpo aims to rapidly accelerate its

efforts to achieve climate targets. This scenario explores

the necessary actions, investments, and innovations

required to make up for lost time and progress.

• Post-War business-as-usual scenario: In a business-as-

usual post-war scenario, Ferrexpo evaluates how to

achieve climate targets under normalised operation.

These scenarios may result in specific challenges that

affect Ferrexpo's near-term strategies and ability to seize

climate-related opportunities and effectively manage risks:

• Infrastructure risks: the ongoing war threatens

local green energy infrastructure, potentially limiting

opportunities to increase the proportion of renewable

energy use in Ferrexpo’s operational processes.

• Export disruptions: ports were reopened, allowing

exports to resume in 2024, which poses a risk of

increased transport carbon emissions.

• Increased emissions: Ukrainian law currently mandates

that up to 80% of electricity to be purchased from

Europe and 20% from domestic sources depending

on the availability of domestic supply. This may affect

Ferrexpo’s Scope 2 emissions if imported energy does

not come from renewable sources.

• Funding: current challenges in securing international

finance, with capital likely being prioritised for post-war

rebuilding efforts.

• Workforce issues: disruptions may slow the response

to climate policies due to employee safety concerns,

workforce conscription and other war related workforce

structure and composition issues.

• Time constraints: limited time remains to achieve Net

Zero targets.

Corporate Governance Financial Statements

Strategic Report

RISK RATING

Short Medium Long

2024–2030 2030–2040 2040+

IEA STEPS

IEA NZE

OPPORTUNITY RATING

Short Medium Long

2024–2030 2030–2040 2040+

IEA STEPS

IEA NZE

Current:

• Original Equipment Manufacturer

and industry site visits and attending

events to gain insights into mining

decarbonisation and implement key

learnings.

• Electrification of mining vehicles and

improved energy efficiency to reduce

Scope 1 GHG emissions.

• Transition to clean electricity sources,

while implementing more efficient

processes and equipment upgrades.

• Increase direct reduction (“DR”) pellet

sales to reduce Scope 3 emissions and

support green steelmaking.

Longer-term (2030+):

• High CapEx for low-carbon technologies

raises upfront costs but can lower

long-term expenses.

• The war risks disrupting green energy

infrastructure, limiting renewable energy

use in operations.

• Delayed decarbonisation risks fines,

litigation, and loss of competitive edge.

• Faster decarbonisation than competitors

offers reputational gains, investor

support, and capital access.

Near-term (2024-2030):

• Secure long-term Power Purchase

Agreements for renewable energy and

install on-site solar generation.

• Evaluate investment in private renewable

energy sources independent of Ukraine’s

grid.

• Conduct feasibility study to assess

technology and equipment required for

Net Zero by 2050.

• Invest in R&D and pilot projects for green

hydrogen in iron ore processing.

Climate-related risks and opportunities

and scenario analysis

ENERGY & EMISSIONS

Considers emissions management across Scope 1, 2, and 3, the transition to renewable

energy, energy efficiency, and alignment with global and regional climate targets.

POTENTIAL RESILIENCY RESPONSES:

SCENARIO RISK/OPPORTUNITY RATING:

Risks

• Electrification of mining processes

• Energy usage & GHG emissions

• Scope 3 emissions

• Limited alternative energy sources

• Ukraine grid mix uncertainty

Opportunities:

• Renewable energy sourcing

• Alternative fuels

• Electrification of mining processes

GEOGRAPHIC FOCUS:

Ukraine, EU

POTENTIAL BUSINESS IMPACT:

• High CapEx for low-carbon technologies

raises upfront costs but can lower

long-term expenses.

• The war risks disrupting green energy

infrastructure, limiting renewable energy

use in operations.

• Delayed decarbonisation risks fines,

litigation, and loss of competitive edge.

• Faster decarbonisation than competitors

offer reputational gains, investor support,

and capital access.

High

Key:

MediumLow High

Key:

MediumLow

Ferrexpo plc

Annual Report & Accounts 2024

Task Force on Climate-Related Financial Disclosures (“TCFD”) continued

RISK RATING

Short Medium Long

2024–2030 2030–2040 2040+

IEA STEPS

IEA NZE

OPPORTUNITY RATING

Short Medium Long

2024–2030 2030–2040 2040+

IEA STEPS

IEA NZE

Current:

• Developing cold bonded pellets as a

green alternative to reduce Scope 3

emissions.

• Improving DR pellet quality to meet

market demand and support sector

decarbonisation.

• Monitor global steel emissions intensity

to shape Ferrexpo’s strategy and

influence low-energy steel development.

• Producing DR pellets for the growing

DR-EAF market.

Longer-term (2030+):

• Monitor Ferrexpo’s product carbon

emissions intensity compared to

competitors to maintain our position

as market leaders.

Near-term (2024-2030):

• Develop strategies to mitigate potential

short-term market saturation for DR pellets

and green products.

• Establish manufacturing capability for

technology and equipment required to

integrate into a market shift towards

green steel.

• Accelerate the integration of technologies

to reduce emissions, such as using green

hydrogen in pelletising process, to increase

competitive advantage.

MARKET DEMAND – GREEN STEEL

Considers market trends and demand for low-carbon steel and the industry’s shift towards

decarbonisation, including technological advancements and market implications.

POTENTIAL RESILIENCY RESPONSES:

SCENARIO RISK/OPPORTUNITY RATING:

Risks

• Demand for low energy steel

• Ferrexpo product strategy

Opportunities:

• Iron ore pellet sustainability price premiums

• Alternative methods of agglomerating iron

ore at low temperatures

• Ferrexpo premium product

• DR pellet market readiness

• Customer emission reductions

• Promotion of DR pellets

GEOGRAPHIC FOCUS:

Ukraine, EU, global downstream

customer markets

POTENTIAL BUSINESS IMPACT:

• Green steel adoption is accelerating due

to stricter environmental policies, rising

carbon prices, and shifting customer

demand.

• The cost gap between green steel and

traditional steel is forecast to narrow,

creating opportunities for Ferrexpo to

lead in sustainable steel production.

• Ferrexpo can support market

decarbonisation with direct reduction,

cold-bonded pellets, and electric arc

furnace production.

• Renewable electricity costs decrease as

its share of the global energy mix grows.

• The market for green steel products will

continue to evolve, potentially becoming

saturated with competitors.

High

Key:

MediumLow High

Key:

MediumLow

Corporate Governance Financial Statements

Strategic Report

RISK RATING

Short Medium Long

2024–2030 2030–2040 2040+

IEA STEPS

IEA NZE

OPPORTUNITY RATING

Short Medium Long

2024–2030 2030–2040 2040+

IEA STEPS

IEA NZE

Current:

• Ferrexpo’s DR product supports the

scrap steel market by providing virgin

feedstock for recycled iron.

• Ferrexpo monitors customers using scrap

steel, aligning with growing demand for

low-carbon steel.

• Ferrexpo subscribes and is partner to

CRU Group to stay informed on the

evolving steel sector and value chain.

Near-term (2024-2030):

• Progress movement towards circular

economy principles through strategic

decisions on investment, diversification,

and the development of new products.

Informed by monitoring of global scrap

steel recycling rates, including identifying

leading countries where a shift to a circular

economy is increasing.

Climate-related risks and opportunities

and scenario analysis continued

CIRCULAR ECONOMY PRINCIPLES

Considers the enhancement of resource efficiency through sustainable product design and practices that aim to

minimise waste and maximise resource reuse across Ferrexpo’s product market and offerings.

POTENTIAL RESILIENCY RESPONSES:

SCENARIO RISK/OPPORTUNITY RATING:

Risks

• Increased recycling rates for scrap iron due

to circular economy shift

Opportunities:

• Increased recycling rates for scrap iron due

to circular economy shift

• EU circularity Initiatives

GEOGRAPHIC FOCUS:

Ukraine, EU, EU downstream customer

market

POTENTIAL BUSINESS IMPACT:

• High CapEx for low-carbon technologies

Demand for virgin iron ore may decrease

due to increased use of scrap. However,

increased demand for virgin iron ore as

a necessary mix with recycled steel is

expected to offset losses.

• Demand for high-grade direct reduced

iron (“DRI”) pellets will rise in the

long-term, driven by carbon reduction

and the EU’s transition to scrap-EAF

and hydrogen-based DRI.

• Ferrexpo’s DR pellets align with EU

circular economy goals, potentially

establishing a position as a preferred

supplier for eco-conscious steel

producers.

• Scrap availability in the EU may be

insufficient for recycled steel targets,

supporting opportunities to expand

into scrap recycling.

High

Key:

MediumLow High

Key:

MediumLow

Ferrexpo plc

Annual Report & Accounts 2024

Task Force on Climate-Related Financial Disclosures (“TCFD”) continued

RISK RATING

Short Medium Long

2024–2030 2030–2040 2040+

IEA STEPS

IEA NZE

OPPORTUNITY RATING

Short Medium Long

2024–2030 2030–2040 2040+

IEA STEPS

IEA NZE

Current:

• Our Net Zero roadmap and continuous

monitoring of global carbon prices

enables decisions on diversification and

the development of carbon reduction

technology and processes to be directly

influenced.

• Continuous and regular monitoring of

emission reduction performance against

our targets enables assessment of

exposure and vulnerability to risk.

• Ferrexpo continues to collaborate with

local and national governments on

climate policies.

Longer-term (2030+):

• Promote technology for shipping

partners to meet carbon emission

regulations, depending on the scale,

scope and timing of policies introduced.

• Monitor Ferrexpo’s carbon intensity

to stay competitive and identify

opportunities to increase revenue.

• Evaluate the impact of Ukraine’s EU

accession on emissions trading and

carbon tax implications.

• Track carbon tax scope and boundaries to

optimise product positioning and reduce

tax burdens.

Near-term (2024-2030):

• Gain funding and support through European

government subsidies and funded projects.

• Understand the technology, equipment, and

offsetting capacity required to transition

Ferrexpo to a Net Zero business by 2050

and develop an internal carbon price to

consider short and long-term impacts.

CLIMATE-RELATED POLICY & LEGISLATION

Considers the complex landscape of climate-related policies and regulations impacting the mining & steel industry.

Key themes include EU climate policies, carbon pricing mechanisms, the evolving standards for emissions reporting

and sustainability, and the variation across global policies.

POTENTIAL RESILIENCY RESPONSES:

SCENARIO RISK/OPPORTUNITY RATING:

Risks

• Increase in ESG reporting

• Policy landscape – geographical variation

• European climate law & policies

• Access to green finance

• EU CBAM

Opportunities:

• EU CBAM

• Government subsidiaries (Europe)

GEOGRAPHIC FOCUS:

Ukraine, UK, and Switzerland (corporate

offices), global downstream customer

markets

POTENTIAL BUSINESS IMPACT:

• Carbon pricing, especially under IEA NZE

(US$250/t by 2050 in advanced

economies), could increase operational

costs.

• Export of iron ore pellets to the EU market

may be subject to higher prices if Ukraine

implements more aggressive carbon

pricing mechanisms in response to

EU CBAM.

• Stricter reporting obligations and

compliance requirements could lead

to increased operational expenses and

reputational risks.

• Potential for revenue increase from

sales of products that support steel

decarbonisation, as EU CBAM levels the

playing field with non-EU jurisdictions.

• Government subsidies in Europe could

offer additional funding avenues, and

access to capital for decarbonisation

initiatives may increase.

High

Key:

MediumLow High

Key:

MediumLow

Corporate Governance Financial Statements

Strategic Report

RISK RATING

Short Medium Long

2024–2030 2030–2040 2040+

IEA STEPS

IEA NZE

OPPORTUNITY RATING

Short Medium Long

2024–2030 2030–2040 2040+

IEA STEPS

IEA NZE

Current:

• Ferrexpo maintains flexibility to adapt DR

pellet production to customer demand,

ensuring premium pricing is achieved,

aligning with the speed of the low-carbon

transition.

• Continue to improve DR pellet quality.

• Continue transparent reporting and

communication through Ferrexpo’s

Annual Report and Accounts, Responsible

Business Report, and Climate Change

Report.

Longer-term (2030+):

• Clearly communicate our climate and

sustainability actions.

• Be recognised as a leader in sustainability

reporting, such as by reporting fully

against the Transition Plan Taskforce

(“TPT”) and taking measurable action.

Near-term (2024-2030):

• Benchmark Ferrexpo’s sustainability and

climate performance against competitors,

focusing on consumer and investor

perceptions.

• Enhance climate literacy awareness by

providing training for all employees.

Climate-related risks and opportunities

and scenario analysis continued

STAKEHOLDER & CLIMATE CONSCIOUSNESS

Considers market trends and demand for low-carbon steel and the industry’s shift towards decarbonisation,

including technological advancements and market implications.

POTENTIAL RESILIENCY RESPONSES:

SCENARIO RISK/OPPORTUNITY RATING:

Risks

• Offset credibility

Opportunities:

• Transition to a low carbon economy.

• Ferrexpo market & product position

GEOGRAPHIC FOCUS:

Ukraine (direct operations), global

downstream customer markets

POTENTIAL BUSINESS IMPACT:

• In the short-to-medium term, the

demand for green steel remains low with

market prices approximately 40% higher

than traditional steel. However, there are

early signs of stakeholder perceptions

changing towards a greener outlook.

• Opportunity for Ferrexpo to upscale

production of iron ore pellet types that

are compatible with “Green Steel” to

capitalise on evolving market trends.

• Green steel demand is growing in

automotive and transport sectors,

driven by Lifecycle Assessment (“LCA”)

regulations in the EU and increasing

consumer sustainability awareness.

• Reliance on carbon offsets could risk

reputational damage and impact access

to capital.

High

Key:

MediumLow High

Key:

MediumLow

Ferrexpo plc

Annual Report & Accounts 2024

Task Force on Climate-Related Financial Disclosures (“TCFD”) continued

RISK RATING

Short Medium Long

2024–2030 2030–2040 2040+

IEA STEPS

IEA NZE

Current:

• Our current resilience on the ground, and

adaptation measures are focussed on

prioritising employees’ safety concerns

due to the ongoing war.

Longer-term (2030+):

• Identify vulnerable areas in operations,

supply chain, and workforce for targeted

climate resilience strategies.

• Research mitigation and adaptation

options for areas at-risk from physical

climate risks.

• Engage with third parties to improve

resilience in areas outside Ferrexpo’s

direct operations.

Near-term (2024-2030):

• Assess climate-induced conflict and political

instability by likelihood, Ferrexpo operating

and trading locations and Ferrexpo business

plan time frames.

• Implement water conservation & recycling

programmes.

PHYSICAL CLIMATE RISKS

Considers the impact of physical climate risks such as extreme weather events and long-term climate changes

on Ferrexpo’s direct operations, downstream operations (namely shipping), and infrastructure.

POTENTIAL RESILIENCY RESPONSES:

SCENARIO RISK/OPPORTUNITY RATING:

Risks

• Increase in heatwaves

GEOGRAPHIC FOCUS:

Ukraine, UK, and Switzerland (corporate

offices), global downstream customer

markets

POTENTIAL BUSINESS IMPACT:

• Increased operational costs to ensure

facilities are sufficiently cooled and can

remain operational (e.g. via increased air

conditioning or purchasing additional

cooling equipment).

• Reductions in the well-being of our

employees, limiting their ability to work.

• Legal liabilities due to employee welfare

and workplace safety.

High

Key:

MediumLow

Corporate Governance Financial Statements

Strategic Report

For the 2024 reporting period, Ferrexpo has begun partially incorporating the core elements of IFRS S2,

reinforcing our commitment to climate-related transparency by leveraging robust data and established

processes, building on our existing TCFD-aligned disclosures.

Despite the unprecedented challenges presented by

the ongoing war, we have continued to demonstrate our

strong resilience through investing in refreshing our climate

scenario analysis. We seek to show our commitment to

transparency and sustainability through our climate-related

actions and disclosures:

• Governance: climate change remains a priority at Board

and committee meetings, supported by ongoing ESG

Engagement Sessions to enhance climate education for

our Board.

• Risk and opportunity assessment: improved

evaluation of climate-related risks and opportunities,

such as through the incorporation of our Double

Materiality Assessment results and in-depth climate

policy and regulatory review.

• Metrics and targets: collaborating with our

sustainability partner, Ricardo, to develop a feasible,

science-based roadmap to achieve Net Zero emissions

by 2050.

• Resilience: updated and refined our resilience strategies

to reflect current risks and opportunities, while providing

transparent updates on the implementation progress of

our strategic actions.

Ferrexpo recognises that full compliance with IFRS S2 is

something to be achieved progressively. Development

areas could include:

• Measure and improve data quality for comprehensive

Scope 3 emissions across all relevant categories.

• Evaluate options to develop an internal carbon price,

to guide investment decisions and capital allocation,

including consideration of the financial impact of

potential carbon regulations e.g. EU CBAM, EU ETS.

• Continue to advance the quantification of the financial

impacts of climate-related risks and opportunities in

detail and make this publicly available.

• Integrating industry-specific metrics and targets to

address material risks and opportunities.

Ferrexpo aims to achieve full IFRS S2 compliance by the end

of the year ending 2026. This phased approach ensures the

quality and reliability of disclosures while advancing the

integration of IFRS S2 into our reporting framework.

Consideration of IFRS S2

Ferrexpo plc

Annual Report & Accounts 2024

Task Force on Climate-Related Financial Disclosures (“TCFD”) continued

Assessing and

managing risk

Financial StatementsCorporate GovernanceStrategic Report

Risk Management

Ferrexpo identifies and

assesses risks based on

the probability of

occurrence and the

severity of impact. The

Group aims to mitigate

risks through a robust

governance framework

and risk management

process.

RISK IDENTIFICATION

Ferrexpo seeks to manage risks across the

business through the early identification of

risks before they emerge. Senior managers

and the Group’s executive management team

are responsible for maintaining and regularly

reviewing risk registers for each business

function.

The Group risk register, which operates on an

enterprise risk management platform (“ERM”),

records risks on the basis of the likelihood

of occurrence and level of any potential

impact on the business. A total of 55 risks

were included on the Group risk register as of

January 2025. Risks range from those related

to Ukraine, including the war and judicial

system, along with operating and health and

safety risks arising from the Group’s mining

and processing activities to broader societal

risks such as climate change. Operating

entities maintain their own local risk registers,

which feed into the Group risk register.

Not all the risks managed in the ERM are

presented in this section, rather only those

deemed by the Group’s management to be

Principal Risks.

Please see pages 84 to 94 for a detailed review

of Principal Risks.

RISK MITIGATION

Risks are inherent in operating a business

and it is through effective risk identification,

risk management, prudent decision making

and other risk mitigation measures that the

Group can understand and mitigate them. The

Group’s management team understands that

it cannot eliminate all risk.

RISK GOVERNANCE

FRAMEWORK

Risks are reported internally on a monthly

basis, as part of the Finance, Risk Management

and Compliance Committee (“FRMCC”),

with the Group’s senior leadership team

reviewing the Group-level risk matrix, which

plots the likelihood of occurrence against the

potential severity of impact, and identifying

material changes in either variable to all of the

risks listed. Each risk attributed a potential

monetary impact should an event occur. The

FRMCC reports to the Group’s Executive

Committee, which in turn reports to the

Board, which has the ultimate responsibility

for the Group’s approach to risk management.

The Audit Committee, a sub-committee of

the Board, assists the Board in its regular

monitoring of the risks faced by the Group.

The Group’s internal audit function also assists

with the process of risk review and conducts

ad-hoc reviews of risk management controls

and procedures.

For more information on the Audit

Committee’s monitoring and assessment of

the effectiveness of the risk management

and internal control systems, see the Audit

Committee Report on page 118.

RISK ASSESSMENT FOR 2024

The risk matrix depicts the principal risks

facing the Group as identified in the Group

Risk Register. More detailed information on

each risk on the following pages, including

a risk definition, any potential impact,

opportunities and risk management and

mitigation.

Ferrexpo plc

Annual Report & Accounts 2024

Risk Management continued

Risk management process

Key

1.1 War risk

1.2 Ukraine country risk

1.3 Counterparty risk

2 Market and pricing risks

3.1 Health and safety risks

3.2 Production risks

3.3 Logistics risks

3.4 Operating costs risks

3.5 Information technology and

cybersecurity risks

4 Climate change risks

Principal risks materiality matrix

The Principal Risks identified in the heat map

to the right highlight which risks could have the

greatest severity of impact on the Group’s

operations and viability.

Please see pages 84 to 94 of this report

for a full summary of Principal Risks

Ferrexpo Board

– Takes overall responsibility for maintaining

sound risk management and internal

control systems.

– Sets strategic objectives and defines

risk appetite.

– Monitors the nature and extent of risk

exposure, which includes principal and

emerging risks.

Audit Committee

– Supports the Board in monitoring risk

exposure and risk appetites.

– Reviews effectiv ness of risk management

and control systems.

Executive Committee

– Assesses and mitigates Group-wide risk.

– Monitors internal controls.

Health, Safety, Environment and

Community (“HSEC”) Committee

– Oversees corporate social responsibility-

related matters and performance.

– Has specific focus on safety and climate

change-related risks.

Finance, Risk Management

and Compliance Committee (“FRMCC”)

– Monitors centralised financial

risk management structures.

– Monitors Group compliance.

Internal audit function

– Supports the Audit Committee in

reviewing the effectiveness of risk

management.

– Tests internal control systems and

recommends improvements.

Operational level

– Risk management processes and internal

controls embedded across all Ferrexpo

operations.

1.2

1.13.3

3.4 3.5

1.3

3.1

3.2

LIKELIHOOD

LE VEL OF IMPACT

Corporate Governance Financial Statements

Strategic Report

Understanding

risks and our

business model

Principal Risks are assessed on the basis of impact

and probability and are considered to have the

greatest potential effect on the business. Each

Principal Risk is linked to aspects of the Group’s

strategy that could be affected if an event were

to occur.

INTRODUCTION

This section outlines the Principal Risks facing

the Group, each of which have the potential

to negatively or positively affect the Group,

in isolation or in combination. Principal Risks

are defined as factors that may affect the

Group’s ability to operate in its normal course

of business, and may be internal, in the form

of risks derived through the Group’s own

operations and activities, or external, such as

political risks, market risks or climate change

related risks. The Principal Risks listed here

are neither exhaustive, nor are they mutually

exclusive, and therefore one risk may affect

another risk.

Principal Risks include, but are not necessarily

limited to, those that could result in events or

circumstances that might threaten the Group’s

business model, future performance, solvency

or liquidity, and reputation.

Risks are inherently unpredictable, and,

therefore, the risks outlined in this report are

considered the main risks facing the Group.

New risks may emerge during the course of

the coming year, and existing risks may also

increase or decrease in severity of impact and

likelihood of occurrence. This is why regular

reviews of the Group’s Risk Register are

conducted throughout the year. The Group’s

management team continually reviews and

updates its view on, and approach to, risks

facing the Group. This section of the Annual

Report and Accounts primarily covers risks

facing the Group in 2024, but also early in

2025, up until the publication date of this

report. A further update on the Principal

Risks will be provided in the Interim Financial

Results, which is due to be published in August

2025.

KEY THEMES

ONGOING WAR IN UKRAINE SINCE THE

FULL-SCALE INVASION IN FEBRUARY

2022

On 24 February 2022, Russia launched a

full-scale military invasion of Ukraine, with the

conflict continuing into its fourth year as at the

date of this report. The war has significantly

changed the operating environment for

businesses in Ukraine. Please see page 85 for

more information on this risk area.

UKRAINE COUNTRY RISK

This area has been listed as a Principal

Risk facing the Group since listing in 2007.

The Group has successfully navigated and

operated through challenging circumstances

for more than 17 years. The war in Ukraine has

served to escalate a number of risks relating to

Ukraine, including risks relating to the political

environment and the independence of the

judicial system. Please see page 86 for more

information on this risk area.

IRON ORE MARKET AND PRICES

The Group produces a variety of high grade

premium iron ore products that are sold to

steel mills around the world. The iron ore

market is competitive and dominated by four

large producers that supply over 50% of the

addressable market, and with Chinese demand

accounting for approximately two thirds of

the global market. During 2024, prices for iron

ore products decreased, which put pressure

on margins. Please see page 88 for more

information on this risk area.

CLIMATE CHANGE

In 2023, the Group completed a double

materiality assessment. The feedback from a

broad range of stakeholders demonstrated

that climate change is considered a significant

risk for the Group. Reflecting the interest in

this topic, the Group published its second

Climate Change Report in December 2024.

Please see pages 52 to 53 for a summary of the

Climate Change Report and page 94 for more

information on this risk area.

LINKS TO STRATEGY AREAS

Each Principal Risk is linked to the aspects

of the Group’s strategy that could be

impacted if an event were to occur.

Produce high quality pellets

Achieve low cost production

Maintain strong

relationships with a network

of premium customers

Conduct business in a safe

and sustainable manner

Retain a balanced approach

to capital allocation

For more detail on our strategy,

see pages 14 to 15.

Risk materiality key

Risk currently considered to be

materially increasing in significance

to the Group’s activities.

Risk currently considered to be

neither materially increasing nor

materially decreasing in significance

to the Group’s activities.

Risk currently considered to be

materially decreasing in significance

to the Group’s activities.

Ferrexpo plc

Annual Report & Accounts 2024

Principal Risks

1. Country risk

It is over three years since the full-scale invasion of Ukraine. Ferrexpo’s

operations in the Poltava Region have not seen direct combat, however

missile and drone attacks in the region are frequent. The business has

remained relevant by adapting to the challenges it faces, keeping a full

workforce and continuing to produce and export.

RESPONSIBILITY

Board of Directors including Executive Chair

RISK APPETITE

Low

LINKS TO

STRATEGY

1.1. War risk (external risk)

RISK MANAGEMENT

AND MITIGATION

The Group has taken measures to ensure the

safety and wellbeing of its workforce and

preserve the integrity of its assets. Measures

include remote working, timing shift patterns

to curfews, constructing bomb shelters and

providing protective equipment for employees

in the Armed Forces. The Group also

supports communities through the Ferrexpo

Humanitarian Fund.

POTENTIAL IMPACT

At a national level the war is placing a strain

on the economy. Tax revenues have fallen

while spending on the military has increased.

Consequently, the government has sought to

increase revenues from business. Examples

include increasing railway tariffs and new laws on

the repatriation of funds and currency controls.

The war places unique challenges on the

business. At the end of December 2024,

8% of the workforce were serving in the

Armed Forces. Those at work are enduring

psychological stress. The working day is

frequently interruption by air raid alerts.

Damage to energy infrastructure has forced

the need to import electricity at higher tariffs.

Supply chain disruptions have limited the

variety of suppliers and increased costs for key

consumables. Access to logistics routes can be

blocked or disrupted.

OPPORTUNITIES

Ferrexpo has built resilience throughout

through the war to become nimbler and more

adaptive to the challenges it faces.

This is evident in 2024 as the business adjusted

its production and logistics strategies to

respond to workforce, energy, infrastructure

and logistics availability, while expanding

production and its customer base. The Group

has also strengthened its relationships with

the local community through its humanitarian

and CSR activities.

For more details about operating during

a time of war

See pages 6 to 9.

Corporate Governance Financial Statements

Strategic Report

For more details about legal proceedings

See Note 30: Commitments, contingencies

and legal disputes to the Consolidated

Financial Statements.

Reflecting higher fiscal and political risk, Transparency International

Corruption Perceptions Index, an indicator of public sector corruption,

scores Ukraine 36 out of 100, which ranks 104 of 180 countries. The

Group is currently subject to legal proceedings in Ukraine, many of which

relate to circumstances concerning Mr Zhevago and attempts by state

agencies to recover funds from a collapsed bank he was associated with.

RISK MANAGEMENT

AND MITIGATION

In addition to defending itself in the courts,

it is important to understand that, as a

company quoted on the London Stock

Exchange, the Group is subject to high

standards of corporate governance, including

the UK Corporate Governance Code and UK

Market Abuse Regulation.

As the largest Ukrainian business on the

London Stock Exchange, Ferrexpo is a

uniquely positioned investment opportunity

for international investors. These investors,

and their stakeholders expect to see their

investments respected and protected. This is

considered important today, but also in the

future if international capital is to be attracted

to investing in Ukraine’s recovery.

POTENTIAL IMPACT

Legal proceedings are ongoing in Ukrainian

courts. The highest risk cases include: litigation

with The Deposit Guarantee Fund in relation

to corporate rights of three mining entities;

a case brought by the Ministry of Justice to

enforce and auction corporate rights in three

mining entities; a claim on FPM to recover

UAH4.7 billion (US$113 million) for contested

sureties; and litigation regarding share freezes

in all Ukrainian subsidiaries related to the

investigation in connection with Bank F&C.

Some other cases include claims related to

royalties, ecology, waste products, transfer

pricing and tax disputes.

An escalation in activities against the

Group have been noted after the reporting

period, including a new civil claim, and

media announcements from Ukrainian state

authorities concerning nationalisation of assets

and parts of the corporate rights of FPM.

Due to its association with Mr Zhevago,

the Group may also experience negative

media attention, operating challenges and

relationships with its stakeholder groups.

OPPORTUNITIES

The Group’s exposure to operating in Ukraine

can result in high velocity risks that could

result in a material financial loss for the Group

and a loss of control of the Group’s assets.

1. Country risk continued

RESPONSIBILITY

Board of Directors including Executive Chair

RISK APPETITE

Low

1.2. Ukraine country risk (external risk)

LINKS TO

STRATEGY

Ferrexpo plc

Annual Report & Accounts 2024

Principal Risks continued

1. Country risk continued

As a business operating in Ukraine during a time of war, interactions

and relations with suppliers of goods and services, and other broader

stakeholders with whom the Group has relations, carry increased risks.

RESPONSIBILITY

Board of Directors including Executive Chair

RISK APPETITE

Low

LINKS TO

STRATEGY

1.3. Counterparty risk (external risk)

RISK MANAGEMENT

AND MITIGATION

To mitigate these risks, the Group employs

comprehensive governance and due diligence

measures. Regular compliance checks are

conducted, with 1,795 checks performed on

potential third parties in 2024, 10% fewer

than in 2023. High-risk entities undergo

further scrutiny by the FRMCC, which ensures

adherence to laws and ethical standards.

Staying close to critical suppliers is paramount,

as is diversification, where feasible, to reduce

supplier risk.

The FRMCC also monitors high-risk ownership

structures and ensures regulatory compliance

under frameworks like the UK Bribery Act

2010 and the Modern Slavery Act. The

HSEC Committee oversees governance on

community-related expenditures, further

strengthening accountability in broader

stakeholder engagements.

POTENTIAL IMPACT

Ukrainian businesses are operating in a

challenging war environment. This results

in increased risks relating to governance,

corruption, monopoly markets, business

failure, effective due diligence and

counterparties who are identified to have

exposure to Russia.

Counterparty risks may result in financial harm

and procurement issues. Indirectly, this could

result in reputational issues, affecting financial

market and customer stakeholders.

Counterparty risk may also be exacerbated

due to perceptions about the Group’s

connection to Mr Zhevago and influence that

certain agencies place on counterparties to

work (or not) with the Group.

OPPORTUNITIES

Despite the challenging environment, the

Group can strengthen its supplier governance

and diversify its supplier base.

The ongoing development of the Group’s Code

of Conduct for Suppliers, coupled with robust

compliance checks, helps enforce high ethical

standards. By maintaining sufficient cash

reserves and exploring alternative goods and

services, the Group can enhance its resilience

to supplier failures and ensure operational

continuity.

Additionally, the FRMCC and local compliance

teams provide opportunities to refine risk

management practices and improve oversight,

thus safeguarding the Group’s reputation and

long-term operational viability.

For more details about the groups

external stakeholders

See pages 56 to 61.

Corporate Governance Financial Statements

Strategic Report

The Group sells iron ore products, the principal feedstock for the

production of steel. The price of iron ore is set according to demand for

steel and global iron ore supply, with adjustments made for the type,

quality and specification of the iron ore product and the cost of delivery.

In line with industry standards, the Group is a price taker, not maker, and

therefore follows benchmark prices for pellet premiums set by its larger

peers. Pricing adjustments, in the form of premiums or discounts, are

also applied to account for differences in both chemical and physical

characteristics to the benchmark specifications.

OPPORTUNITIES

Ferrexpo is well positioned to meet growing

demand for products that improve efficiencies

and lower emissions in steel making, especially

in Europe and MENA.

This has been evident during 2024, with

a range of MoUs with premium steel mills

around the world, exploring opportunities to

secure supply of the Group’s DR pellets, used

in lower-emission steelmaking processes and

decarbonised logistics routes.

Since the Ukrainian Black Sea ports opened in

late 2023, the Group has resumed its seaborne

exports via Ukrainian ports. Shipping rates

and risk premiums have fallen over 2024 and

into 2025, as more shipowners returned to

the Black Sea and geopolitical risks in the Red

Sea have eased. Consequently, the Group no

longer recognises freight rates as a standalone

principal risk, due to improved vessel

availability and lower costs.

With owned and leased rail, river barges and

seaborne vessels, the Group has access to a

flexible and multi-nodal logistics network.

RISK MANAGEMENT

AND MITIGATION

During 2024, the marketing team met with

customers around the world and presented

at key industry events. This has resulted in

increased sales to more customers, including

new ones, in more geographies than at any

time since the full-scale invasion of Ukraine.

The Group has also continued to invest in its

operations. For example, customers have

reported that the new press filtration complex

has improved product quality, and a new

pellet coating facility has enabled the Group to

deliver customised pellets to specific buyers

with higher quality requirements.

The market outlook for iron ore prices,

however, remains uncertain. Ferrexpo regularly

reviews its options to hedge sales, however,

the Group’s current situation does not allow

this. The Group must therefore continue its

focus on premium customers for its high-

grade products while doing what it can to

lower costs.

POTENTIAL IMPACT

As a producer of high-grade iron ore products,

the Group prices its products referencing

the benchmark high-grade 65% Fe iron ore

fines price, which fell 26% in 2024. Therefore,

volatility in the benchmark iron ore indexes

has a corresponding impact on the Group’s

margins.

As a producer of iron ore pellets, a

metallurgically beneficiated form of iron ore,

the Group realises a premium for its products

compared to traditional iron ore products.

However, in line with industry standards,

the market premium for pellets is set by

the world’s largest producer, hence placing

Ferrexpo in a price-taking position. In 2024,

the premium for pellets saw sustained declines

across major markets.

To stay relevant, Ferrexpo will need to

continually improve the quality of its existing

products and develop new products to meet

market demands. This may involve capital

investments, which are difficult to secure

during a time of war.

For more details about the Group’s sales

and marketing activities

See page 46.

2. Market and pricing risks

RESPONSIBILITY

Board of Directors including Executive Chair

and Chief Marketing Officer

RISK APPETITE

Low

LINKS TO

STRATEGY

Ferrexpo plc

Annual Report & Accounts 2024

Principal Risks continued

3. Operating risks

The health, safety and wellbeing of the workforce is the Group’s priority,

particularly during a time of war. Risks arise in mining and processing

operations from hazardous activities such as drilling, blasting, and

excavation, as well as from using large-scale equipment and machinery

such as haul trucks, excavators, and bulldozers. Training, maintenance

and safety protocols are essential. It is also important that risk

assessments, workplace monitoring and the recording of safety

metrics are undertaken frequently to inform improvements.

RESPONSIBILITY

Board of Directors including Executive Chair

and Group Chief Human Resources Officer

and Chief Operating Officer

RISK APPETITE

Low

LINKS TO

STRATEGY

3.1. Health and safety risks (external and internal risk)

OPPORTUNITIES

The Group is constantly looking for ways to

improve its safety performance through the

adoption of technologies such as autonomous

equipment, which reduces human presence in

hazardous environments.

Assessing comprehensive risk registers,

monitoring safety indicators, and enhancing

training programmes for operators helps

to reduce the frequency of safety-related

incidents. These improvements can lead to

a safer working environment and improved

compliance with safety standards, as well as

efficiencies and lower costs.

RISK MANAGEMENT

AND MITIGATION

Health and safety is a fixed agenda item

at every Board and Executive Committee

meeting.

The Group takes a proactive approach to

health and safety by understanding the

root causes of safety incidents through risk

assessments and maintaining robust safety

protocols. Regular safety inspections, hazard

reports, and high-visibility safety tours by

senior managers ensure continuous monitoring

of the working environment.

Additionally, the use of leading indicators such

as the number of employees completing safety

training can reduce the risk of future incidents.

The Group places importance on learning from

past events to improve safety measures, and

tracks performance through lagging indicators

such as injury rates and fatalities.

POTENTIAL IMPACT

Health and safety risks at the most extreme

include serious injuries or fatalities, although all

injuries are taken seriously.

Health and safety events can result in financial

claims for personal injury and penalties by

regulators. They can also result in operational

disruptions and damaged equipment.

A poor health and safety performance reflects

poorly on a company and this can lead to

reputational issues and poor morale, making it

harder to attract and retain employees.

Activities are typically conducted around the

clock, making poor weather and low light

conditions an additional risk.

During a time of war, missile and drone attacks

are frequent and pose a significant threat.

For more details about the Group’s

approach to health and safety

See pages 26 to 29.

Corporate Governance Financial Statements

Strategic Report

For more details about the Group’s operating

activities, see pages 20 to 23, how the Group

manages its workforce structure and composition

see pages 36 to 41 and plans to modernise and

electrify its mining activities see pages 24 to 25.

The mining, processing and transportation of iron ore is complex and

inherently risky. The production cycle requires the coordination of

technical activities such as blasting, excavation, haulage, beneficiation,

and pelletising. Careful planning is critical to ensure a smooth process,

especially as other factors such as equipment failures and repairs,

weather disruptions, workforce availability and the risk of missile and

drone attacks can hinder operations. Experience, careful management,

and risk management measures are necessary to reduce impacts on the

production cycle.

OPPORTUNITIES

There are opportunities to reduce risk

exposure through improved operational

planning, modernisation of equipment, and

enhanced risk monitoring.

The Group’s ability to adapt to the current

challenges, including managing logistics

and labour shortages, allows for continued

production, with potential to increase output

when feasible.

The Group’s proactive efforts to diversify

energy sources through solar power and

enhance workforce capabilities by expanding

recruitment and training programmes are also

positive steps toward risk reduction.

RISK MANAGEMENT

AND MITIGATION

An experienced management team, supported

by a robust risk management framework,

monitors and manages risks through frequent

assessments. The Group also invests in

maintaining and upgrading equipment,

stocking replacement parts, and progressing

plans to modernise and electrify the mining

fleet.

The Group actively manages skills availability

by expanding recruitment and training efforts,

helping to address the challenges posed by

conscription and emigration due to the war.

Despite these efforts, the risk of certain

factors, especially those related to external

geopolitical events, remains difficult to

eliminate entirely.

POTENTIAL IMPACT

Unforeseen operational risks can increase

costs through lost or delayed production.

There may also be costs related to repairing or

replacing damaged equipment and machinery.

In extreme cases, such as a pit wall failure

or tailings dam breach, financial losses and

reputational damage could occur, especially if

there are delays in shipping final products to

customers.

External factors such as the ongoing war have

the potential to indirectly impact operations

and production, due to workforce challenges,

supply chain disruptions, and restrictions on

certain operational practices.

The Group also faces long-term risks related

to climate change and geopolitical instability,

particularly in Ukraine.

3. Operating risks continued

RESPONSIBILITY

Board of Directors including Executive Chair

and Chief Operating Officer

RISK APPETITE

Low

3.2. Production risks (external and internal risk)

LINKS TO

STRATEGY

Ferrexpo plc

Annual Report & Accounts 2024

Principal Risks continued

For more details about the Group’s sales

and marketing activities

See pages 26 to 29.

3. Operating risks continued

The Group is dependent on a reliable and efficient logistics network for

transporting its products to its global customer base. Disruptions to

logistics, including capacity, availability, and unforeseen events such as

extreme weather, geopolitical risks and political interference, can

significantly affect the Group’s ability to operate and generate revenue.

The Group uses a variety of logistics networks, including railways, inland

waterways, and port facilities, using a combination of owned rail wagons,

barges and an ocean-going vessel, complemented by third-party providers.

3.3. Logistics risks (external and internal risk)

OPPORTUNITIES

The Group has made significant investments in

logistics infrastructure, including a fleet of over

3,000 rail wagons and a 49.9% stake in a port

facility, to enable greater control and reduced

dependency on third-party providers.

Owning a trans-shipment vessel and inland

waterway logistics company strengthens the

Group’s position in maintaining consistent

supply routes.

These efforts present opportunities for the

Group to better manage logistical risks and

optimise its transportation network, ultimately

improving customer service.

RISK MANAGEMENT

AND MITIGATION

The Group has proactively worked to mitigate

logistics risks by investing in its own railcars,

port facilities, and inland waterway operations.

By owning a stake in key infrastructure such

as shares in a Ukrainian Black Sea terminal,

and a trans-shipment vessel, the Group

has enhanced its ability to bypass potential

disruptions. The Sales and Marketing

team work closely with ocean-going vessel

providers, keeping them informed of Black Sea

developments. Encouragingly, more shipping

companies are returning to the Black Sea.

POTENTIAL IMPACT

Disruption to logistics networks can lead

to delays, resulting in increased costs. In

extreme cases, this could result in a temporary

suspension of shipments and delays in

supplying customers, which could have a

negative reputational impact.

Given the bulk nature of the Group’s products,

it can be difficult to stockpile and warehouse

products at short notice and find alternative

transport routes. This could affect cash flow

and the ability to maintain a stable financial

position.

Risks associated with weather, climate change,

or political instability could exacerbate the

situation and further hinder operations.

The war has affected access to logistics routes.

In 2024, access to Ukrainian Black Sea ports

was restored, allowing the Group to expand

seaborne sales. However, there is no guarantee

that Ukrainian Black Sea ports will be

permanently available while the war continues.

RESPONSIBILITY

Board of Directors including Executive Chair

and Chief Marketing Officer

RISK APPETITE

Low

LINKS TO

STRATEGY

Corporate Governance Financial Statements

Strategic Report

For more details about the Group’s

operating costs

See pages 32 to 33.

The Group’s operations are energy-intensive and depend on inputs

including diesel, natural gas, and electricity. The costs of these are

influenced by market factors beyond the Group’s control, such as energy

price fluctuations and the availability of electricity. Additionally, the

Group faces broader inflationary pressures, affecting everything

from equipment and maintenance to wages. The war in Ukraine has

exacerbated these issues by preventing the Group from operating at

its full capacity, leading to higher unit costs and lower production.

with sunflower husks substituting natural gas

in the pelletiser and the commissioning of a

5MW solar farm. Longer term, the Group is

researching opportunities to replace natural

gas with bio-ethanol fuels, and through

the “Green Mine Initiative” it is looking at

opportunities to improve efficiencies and

lower costs by electrify the mining fleet.

The biggest near-term opportunity to lower

operating costs is an end to the war. However,

the Group must continue to plan on the basis

that the war continues.

RISK MANAGEMENT

AND MITIGATION

During 2024, the Group successfully brought

back idled production capacity. This resulted

in some economy of scale benefits such as

reducing fixed overheads on a unit basis,

and the use of larger seaborne vessels to

customers in MENA and Asia.

The Group is constantly looking for ways

to optimise energy consumption, develop

alternatives, and strengthen its supply chain

resilience. In wartime conditions, we have

implemented a special system that allows

additional equipment to be operated at night

to accumulate concentrate. This ensures

uninterrupted operations the following day

and helps avoid production losses due to

electricity shortages during daytime hours.

The Group works with peers and industry

associations to lobby against price increases

from state-owned suppliers. This approach

has been successful on occasion, for example

in 2024, in relation to domestic electricity

tariff proposals.

POTENTIAL IMPACT

Consumables and energy prices directly affect

profitability, and inflationary pressures can

further erode margins. Due to the war, these

impacts are greater as the Group is unable to

operate at full capacity and supply of certain

critical inputs is more difficult.

For example, due to attacks on the Ukrainian

energy grid in 2024, the Group was forced to

import electricity for up to 80% of its needs

at prices up to 26% higher than domestic

electricity tariffs. Experiencing its own cost

issues, the state railway provider is frequently

increasing freight rates at above inflation

levels.

The inability to source alternatives due to

war restrictions and monopoly markets has

resulted in significant cost pressures that

are outside of the Group’s control. This has

continued into 2025.

OPPORTUNITIES

Energy and fuel represent 45% of production

costs, which is why the Group is focussed

on diversifying and substituting its energy

sources. Progress is being made, for example

3. Operating risks continued

RESPONSIBILITY

Board of Directors including Executive Chair

and Chief Operating Officer

RISK APPETITE

Low

3.4. Operating costs risks (external and internal risk)

LINKS TO

STRATEGY

Ferrexpo plc

Annual Report & Accounts 2024

Principal Risks continued

3. Operating risks continued

As the Group’s activities rely increasingly on digital technology, IT security

is a critical area of concern. As the complexity of cyberattacks grows,

including threats such as malware, ransomware, phishing, and denial-of-

service attacks, the risk to the Group’s IT systems has increased.

Cyberattacks may compromise the availability and confidentiality of

infrastructure. The ongoing war, which has led to a shortage of skilled IT

personnel in Ukraine due to conscription, has exacerbated the situation,

whilst cyberattacks aimed at Ukrainian organisations and businesses are

increasing.

RESPONSIBILITY

Board of Directors including Executive Chair

RISK APPETITE

Low

LINKS TO

STRATEGY

3.5. Information technology and cybersecurity risks

(external and internal risk)

Additionally, the heightened focus on

cybersecurity can foster a culture of vigilance,

leading to better preparedness for evolving

threats.

The Group’s adaptation to the changing

landscape of cybersecurity may also create

opportunities for collaboration and innovation

in securing its digital assets.

RISK MANAGEMENT

AND MITIGATION

To mitigate these risks, the Group has

implemented a variety of measures. Regular

IT reviews and employee training ensure the

workforce is equipped to handle new threats.

Dynamic anti-malware policies allow for quick

adaptation to emerging risks, and cross-

backup infrastructure strengthens disaster

recovery capabilities. Efforts to upgrade global

network connectivity and enhance IT systems,

such as deploying power control systems and

upgrading IT infrastructure in bomb shelters,

help reduce vulnerability.

The Group also implements regular software

and hardware updates, ensuring that known

weaknesses are addressed promptly. These

proactive measures aim to minimise the risk

of cyberattacks and maintain operational

continuity

The shortage of IT personnel is addressed

by deployment of automation packages,

including cybersecurity control suites,

increased quantity of third-party security

audits, deployment of new off-site backup

policies for critical production and mining data.

POTENTIAL IMPACT

The potential impact of this risk is substantial,

as a successful cyberattack could disrupt

production, compromise sensitive data, and

damage the Group’s ability to operate.

Given the increasing sophistication of

cyberattacks and the broader geopolitical

context, the Group may face prolonged

operational disruptions, financial losses,

and reputational damage.

The shortage of skilled IT professionals in

Ukraine due to the war could also further delay

response times and remediation efforts.

OPPORTUNITIES

Despite these risks, the situation presents

opportunities to strengthen the Group’s

cybersecurity posture. The ongoing

development of IT infrastructure and regular

upgrades to systems provide a chance to

enhance resilience and reduce vulnerabilities.

Corporate Governance Financial Statements

Strategic Report

Climate change poses physical and transition risks as the world shifts to a

low-emissions future. These include environmental threats like extreme

weather events, and societal shifts that could render existing technologies

obsolete. Ferrexpo faces risks in areas such as low-carbon iron ore and

steelmaking, shipping regulations, and carbon pricing, with increasing

stakeholder expectations of decarbonisation. Regulatory climate change

reporting is increasing, which requires increased time and costs.

Ferrexpo has already made progress in

reducing its own emissions and by setting

intermediate emissions targets for 2030 and

a pathway to achieve Net Zero by 2050.

The Group’s DR pellets, when used in a direct

reduced iron – electric arc furnace, result in a

37% reduction in carbon emissions compared

to the more traditional sinter-operated blast

furnace route. The market for DR pellets is

forecast to grow and outstrip traditional iron

ore products.

By advancing these measures, Ferrexpo can

reduce its environmental impact and align with

global trends, safeguarding its reputation and

viability.

RISK MANAGEMENT

AND MITIGATION

To mitigate these risks, Ferrexpo is proactively

working on reducing its emissions by

focusing on the activities with the greatest

environmental impact.

The company’s climate change strategy,

detailed in its Climate Change Report, outlines

a series of initiatives, including increasing

the production of DR pellets, investing in

cleaner energy sources, and exploring new

technologies to lower operational emissions.

The company has also established a Net Zero

goal for 2050 and is continuing to study ways

to reduce emissions further.

However, uncertainties stemming from the

ongoing war and its potential impact on

operations mean that some targets may need

to be reassessed. Continuous monitoring,

transparent communication of progress, and

adapting strategies to emerging conditions will

be essential for managing this risk effectively.

POTENTIAL IMPACT

The potential impact of climate change on

Ferrexpo’s operations could result in financial,

operational, and reputational challenges.

As stakeholders expect more from companies

in terms of decarbonisation efforts, failure

to meet these expectations could lead to

additional scrutiny and demands for faster or

more extensive action.

These risks could impact the Group’s market

position, create financial burdens, and damage

its reputation if it is seen as not doing enough

to reduce emissions.

At the present time, the Group is forced

to import power generated from carbon-

intensive fuels. This has temporarily increased

Scope 2 emissions because the power is

more carbon intensive compared to Ukrainian

power, which is generated from nuclear and

hydro sources.

OPPORTUNITIES

Opportunities to address climate change

include reducing the Group’s own

environmental footprint (Scope 1 emissions)

and providing customers with products that

reduce emissions in steelmaking (Scope 3

emissions).

4. Climate change risks

RESPONSIBILITY

Board of Directors including Executive Chair

and Chief Marketing Officer

RISK APPETITE

Low

LINKS TO

STRATEGY

For more details on climate change

please see the case study

on pages 52 to 53.

Ferrexpo plc

Annual Report & Accounts 2024

Principal Risks continued

Viability Statement

Review of planning process and outlook and

assessing the Principal Risks to our business model

and potential financial impact of an event occurring,

protecting the equity value of our business for the

benefit of all our stakeholders.

The Board monitors the Group’s risk

management and internal control systems on

an ongoing basis and confirms that during the

year it carried out a robust assessment of the

principal and emerging risks facing the Group,

their potential impact, and the risk mitigating

and management strategies in place, as

described on pages 84 to 94.

TIME HORIZONS

The Board has reviewed the long-term

prospects of the business, which remain

aligned with Ferrexpo’s life-of-mine

assumptions. For the purposes of assessing

the Group’s viability, the Board has elected to

look at the Ferrexpo business on a five-year

time horizon. The Group has historically

reviewed the viability of its business model

over a five year time period given the long life

nature of mining assets, including the period

required to invest in such assets and taking

into account the cash flows generated by

those assets, as well as the cyclical nature of

the commodities industry. However, the Board

has also elected to focus on a shorter-term

12-to-18-month horizon due to the ongoing

war and material uncertainties resulting from

operating in Ukraine.

FACTORS ASSOCIATED WITH

THE WAR IN UKRAINE

Specific attention has been applied in the

Group’s approach to assessing its viability

due to the ongoing war in Ukraine because it

represents a significant risk to the Group’s

ability to continue operating. Since the

full-scale Russian invasion on 24 February

2022, the Group has demonstrated resilience

that has enabled it to operate with a high

degree of flexibility, and to adapt its

operations to changing circumstances,

albeit at a reduced capacity.

Existing and emerging risks associated

with the war are reported to the Executive

Committee. Risk mitigations are discussed,

and the results are regularly reported to the

Group’s Board of Directors. Risks that have

been identified due to the war include risks to

the health, safety and wellbeing of the Group’s

workforce, the Group’s ability to operate its

assets, access to logistics routes to export

finished products and the supply of key

consumables. For more information, please

see the Principal Risks section on pages 84

to 94.

FACTORS ASSOCIATED WITH

OPERATING IN UKRAINE

The Group is also exposed to other risks

associated with operating in Ukraine which

may be exacerbated by the circumstances

surrounding Mr Zhevago. These include

political, legal and fiscal uncertainties which

represent other material uncertainties at the

time of the approval of these Consolidated

Financial Statements. These risks are detailed

in the Ukraine country risk on pages 85 to 87.

As disclosed in Note 30 Commitments:

contingencies and legal disputes to the

Consolidated Financial Statements, several

circumstances facing the Group have led to

an escalation of certain risks, including risks

relating to the political environment and the

independence of the Ukrainian legal system,

which could have a materially negative impact

on the Group’s business activities, reputation

and viability.

Legal proceedings are ongoing in Ukrainian

courts. The highest risk cases include: litigation

with The Deposit Guarantee Fund in relation to

corporate rights of three mining entities; a

case brought by the Ministry of Justice to

enforce and auction corporate rights in three

mining entities; a claim on FPM to recover

UAH4.7 billion (US$113 million) for contested

sureties; and litigation regarding share freezes

in all Ukrainian subsidiaries related to the

investigation in connection with Bank F&C.

An escalation in activities against the Group

has been noted after the reporting period,

including a new civil claim and media

announcements by Ukrainian state authorities

concerning nationalisation of assets and

certain corporate rights in FPM.

FACTORS ASSOCIATED WITH

CLIMATE CHANGE

The Group has considered a range of physical

and transition risks, as outlined on pages 74 to

79 of this report. The Group’s second Climate

Change Report, published in December 2024,

determined the following main climate risks

facing the Group: energy consumption and

emissions, the market demand for green steel,

circular economy principles, climate related

policy and legislation, stakeholder and climate

consciousness and physical climate. A range of

additional transition and physical risks were

considered as part of this review. The Board

understands that further reductions in carbon

emissions are required in the coming years,

however, due to a prolonged war there is no

certainty that this can be fully achieved. This

means that the Board will need to consider its

carbon emissions targets and has sought to

address this for now through the scenario

analysis presented in the 2024 Climate

Change Report.

BUSINESS PLANNING

PROCESS

Due to the ongoing war in Ukraine, the Group

has temporarily revised its business activities

and investment plans to generate cash needed

to employ its workforce, preserve the integrity

of its assets and sustain its business. As a

result, investments are currently focused on

affordable sustaining capital expenditure and

modernisation of existing equipment and

other development projects that add

production flexibility and immediate returns.

Prior to the full-scale invasion, to maintain a

clear strategic direction (see page 14), the

Group’s management team regularly assessed

the risks faced by the Group against the

ability of the Group to conduct business in

accordance with its business model (see page

10). This review is conducted regularly to

maintain a clear understanding of the risks

faced by the business and how these factors

influence the business. Throughout the war,

the Group’s management team has also

focused on constantly assessing the risks that

may directly, or indirectly, impair the Group’s

ability to manage business.

MODELLING PROCESS

As a normal course of business, the Group

operates a detailed business financial model.

The model considers potential impacts due to

the war, in addition to traditional factors such

as demand and the prices for the Group’s

products, and operational factors that

influence demand and product quality as

determined by the Group’s sales plan. At the

current time, the Group’s production is aligned

to logistics access and working capital

availability to maintain a solid net cash

position. As it is likely that the Group’s

subsidiaries in Ukraine will not receive VAT

refunds until the sanctions against Mr Zhevago

are lifted, the Group has adjusted its long-term

model to reflect the lower expected cash flow

generation caused by the potential absence of

VAT refunds in Ukraine to minimise the impact

on the available cash balance throughout the

period of the going concern assessment. The

updated base case assumes a pellet

production volume of approximately 36% of

the pre-war level for the financial year 2025,

before an increase to approximately 47% in

2026 and an expected recovery to almost the

pre-war levels in 2027. The update of the

long-term model resulted in a delay of the

expected ramp-up to almost the pre-war level

by one year, which was expected to be 2026 in

the previous model, and a significantly lower

cash flow generation, affecting also the

available cash balances throughout the period

of the going concern assessment.

In addition to logistical impacts, the Group’s

management team also assessed risks

associated with the potential disruption and

Corporate Governance Financial Statements

Strategic Report

availability of key consumables, such as natural

gas, electricity and diesel fuel, in addition to

critical equipment supplies. The Group has also

considered external and internal analysis of the

short- and longer-term supply and demand

dynamics on the international market for iron

ore products, as well as more specific local

supply and demand balances affecting its

major customers to assess the expected pricing

of the Group’s iron ore products for the period

covered by the Group’s long-term model.

STRESS TESTING

In determining the viability of the business, the

Directors have stress tested the individual and

combinations of risks that could materially

affect the future viability of the business. At

the present time, the primary risks the Group

is exposed to are deemed to be the war and

legal actions in Ukraine against the Group

related to Mr Zhevago (see Ukraine country

risks on pages 85 to 87). Ferrexpo’s business

model also faces risks relating to the iron ore

prices, pellet premiums and cost inflation in

Ukraine, which are all factors that impact

Group’s profitability.

As highlighted, contingent on the war ending,

the Group is currently expected to resume full

capacity by 2027. A summary of the impacts of

operating during a time of war are provided on

pages 6 and 7.

The Group’s long-term financial model is

adjusted to reflect below full capacity

production. Future sales volumes will depend

on the availability of power and ability to

expand seaborne sales.

Assuming no mitigating actions, the Group’s

financial modelling indicates the following

sensitivities:

• A 10% reduction in the received price would

reduce the Group’s Underlying EBITDA by

US$11.0 per tonne in 2024 and US$6.0 per

tonne in 2025.

• A general 10% increase in the cost of

production would decrease the Group’s

Underlying EBITDA by US$6.1 per tonne in

2024 and US$3.4 per tonne in 2025.

• A 10% decrease in production volumes and

associated 5% increase in production costs,

would decrease Underlying EBITDA by

US$7.6 per tonne in 2024 and US$4.1 per

tonne in 2025.

Sensitivities beyond 2025 will depend on

production and sales volumes and costs,

realised prices and other unknown macro-

economic factors.

Due to the remaining material uncertainty

beyond the Group’s control, the Group has

also conducted more severe stress tests,

incorporating additional factors and

sensitivities. However, these scenarios are

considered less likely due to a natural hedge

between the price of iron ore and key

consumables, as well as the experience of a

prolonged period of lower production and

sales volumes from December 2022 to

February 2023. Considering the tight balances

of available cash under the base case and

realised price sensitivity, the available cash

balance is expected to be depleted earlier than

in late 2025, when combining the effects from

reasonable adverse changes (stress test). It is,

however, management’s position that such a

combination is unlikely to happen as a result of

the historical natural hedge between iron ore

prices and key consumables.

Following a negative decision from the court of

appeal in respect of a contested sureties claim

received, the Group recognised a full provision

in the amount of UAH4,727 million (US$112

million as at 31 December 2024) for this claim.

This case is currently being heard by the

Supreme Court of Ukraine. A negative decision

would have a significant impact on the Group’s

future cash flow generation, available liquidity

and viability. See also Note 2 Basis of

preparation and Note 30 Commitments,

contingencies and legal disputes to the

Consolidated Financial Statements for

further details.

In addition to stress testing associated with

the war in Ukraine, the additional stress test

scenarios performed include the following:

• operational incidents that could have affect

production volumes;

• a deterioration in the Group’s long-term cost

position on the industry cost curve; and

• operating constraints due to Ukrainian

country risk

Specific risk management and mitigations

relating to the war are detailed on page 85.

More generally, risk management and

mitigations may include (but not limited to): a

reduction or cancellation of discretionary

expenditure such as dividends, non-essential

capital investment and repairs and

maintenance, or other operating costs,

adjusting capital allocation, reducing working

capital requirements, altering mining

schedules and accessing additional funding.

The Directors take comfort in both the Group’s

historical cash generation ability, particularly in

2015 and 2016 at a time when the iron ore

price traded at historically low prices, and the

Group’s ability to repay its debt facilities, with

the early repayment of the Group’s principal

debt facility in June 2021.

This ability to repay debt facilities is derived

from the operational flexibility of the Group

and a level of cash generation, as

demonstrated through continued shipment of

Group’s products in 2022 despite the war in

Ukraine.

As a result of the Group’s flexibility and

resilience, the Group’s net cash position

remained relatively stable at US$101 million as

at 31 December 2024 compared to US$108 as

at 31 December 2023. As at the date of the

approval of the Group’s 2024 Consolidated

Financial Statements, the Group is in a net

cash position of approximately US$41 million

and has an available cash balance of

approximately US$45 million. Based on the

assessment performed, the Directors have a

reasonable expectation that the Group will be

able to continue to operate and meet its

liabilities as they fall due over the period of

their assessment. This is, however, dependent

on significant factors that are outside of the

Group’s control, and the Directors have

assumed the following when assessing the

Group’s resilience to the risks of war in Ukraine

and its viability:

• the continued ability to operate in Ukraine;

• the ability to adapt the Group’s production

facilities to changing circumstances;

• stable supply of electricity, key consumables

and equipment; and

• access to logistics networks and alternative

transport methods.

As disclosed in Note 2 Basis of preparation to

the Group’s Consolidated Financial

Statements, although the Group has managed

to continue its operations during wartime, this

continues to pose a significant threat to the

Group’s operations. Additionally, the risks of

operating in an adverse legal system in Ukraine

have also increased in 2024 and early 2025

representing material uncertainties for the

Group and its ability to continue as a going

concern. Detailed information on the ongoing

legal are provided in Note 30 Commitments,

contingencies and legal disputes to the

Consolidated Financial Statements and Note

35 Events after the reporting period in respect

of material judgements made relating to

specific events.

Having assessed the current situation,

including the war, the political environment

and Ukrainian legal system, all identified

available mitigating actions, with the results

of management’s assessment of the Group’s

going concern and long-term viability, a

material uncertainty still remains that may cast

significant doubt about the Group to continue

as a going concern in respect of the ongoing

war and legal disputes in Ukraine as some of

the uncertainties are outside of the Group

management’s control. An unfavourable

outcome in a contested sureties claim and a

longer than expected absence of VAT refunds

in Ukraine might have an adverse impact on

the Group’s cash flow generation, profitability

and liquidity.

In performing this assessment, the Directors

have also considered the Group’s resilience to

climate change risks (covering a range of

physical risks and transition risks).

The Strategic Report was approved by the

Board on 18 March and signed on behalf of the

Board by:

Lucio Genovese

Executive Chair

18 March 2025

Ferrexpo plc

Annual Report & Accounts 2024

Viability Statement continued

Corporate Governance

A strong

core helps

guide us

Strategic Report 01

Corporate Governance 97

Executive Chair’s Introduction 98

Governance at a Glance 100

Board of Directors 102

Executive Committee 104

Corporate Governance Compliance 105

Diversity 107

Corporate Governance Report 108

Audit Committee Report 118

Nominations Committee Report 126

Remuneration Report 130

Directors’ Report 152

Statement of Directors’ Responsibilities 159

Financial Statements 160

Additional Disclosures 239

Alternative Performance Measures 240

Glossary 242

Financial StatementsCorporate GovernanceStrategic Report

DEAR SHAREHOLDER

On behalf of the Board, I am pleased to

present the Corporate Governance Report for

the year ended 31 December 2024.

This report provides details about the Board

and an explanation of our individual roles and

responsibilities. It also provides an insight into

the activities of the Board and its Committees

over the year and how we sought to ensure

that high standards of corporate governance

remain embedded throughout the Company,

underpinning and supporting our business and

the decisions we make.

At the time of writing, the war in Ukraine

has been ongoing for more than three years,

and so before reflecting on the commercial

progress made during 2024, it is important to

acknowledge the devastating impact the war

is having on Ukraine and its people.

I believe that strong governance is essential to

help see Ferrexpo through these exceptionally

challenging times. As you would expect,

the Board met regularly to discuss the war

in Ukraine, receiving regular updates from

the management team as to the Group’s

response and scenario planning for different

eventualities that could affect the business.

Protecting the Group’s workforce is our main

priority, as well as taking steps to preserve the

integrity of our assets to protect the business.

This will continue to be a priority for the

Board in 2025, as we also continue to focus on

exercising high standards of governance during

these unprecedented and difficult times.

This year’s Corporate Governance Report sets

out an overview of the means by which the

Company is directed and controlled, and our

governance structure, while highlighting some

of the governance activities of the Board and

its principal committees during the course of

the year.

The Board remains fully committed to

maintaining good corporate governance

practices throughout the Group which

underpin all of its actions. The structure,

policies and procedures we have adopted,

which are described in this report, the

Directors’ Report and reports from each of the

Board Committees, reflect our commitment.

We recognise the need to keep them under

review and make changes where necessary

to ensure that standards are maintained and

reflect ever-evolving best practice. This report

also explains how we have complied with the

principles of the UK Corporate Governance

Code during the year.

The Board’s role includes managing and

mitigating the risks facing the business.

This includes taking into account the risks

associated with operating in Ukraine,

counterparties, financial risks, operational

risks including health, safety, environmental

and climate change risks, together with iron

ore market risks such as prices and freight

rates. As new risks emerge, our approach to

evaluating risk appetite is reassessed. The

Board’s role is also to support and challenge

management and to ensure that the way we

operate promotes the long-term sustainable

success of Ferrexpo plc.

OPERATION OF THE BOARD

DURING THE WAR IN UKRAINE

AND GOVERNANCE

FRAMEWORK

Against the backdrop of the continuing war in

Ukraine, we remained focused on the health,

safety and wellbeing of our people globally,

who have continued to deliver for the Group,

our shareholders and stakeholders through

the testing times over the last few years. Our

people have helped ensure business continuity

and have safeguarded our operations, whilst

maintaining good corporate governance

practices and our system of internal control.

During the year, the Board has continued to

operate effectively and without disruption

notwithstanding the ongoing challenges facing

the Group. Some Board members attended

Board meetings virtually due to travel

restrictions. All scheduled Board meetings

were held and the Board continued to uphold

and maintain good corporate governance, the

corporate agenda and the flow of information

across the Group.

“Committed to upholding

high standards of

corporate governance

during exceptionally

challenging times and

delivering on our

promises.”

Lucio Genevese

Interim Executive Chair

We are committed to

strong and robust

corporate governance

practices

Ferrexpo plc

Annual Report & Accounts 2024

Introduction to Corporate Governance

We have also ensured Directors’ on-boarding

programmes continued as planned. The

format of hybrid (combination of physical and

virtual) Board meetings provided the Board

with greater opportunities to engage with each

other, and with management and members

of the workforce. In this year’s report we have

also provided a case study on the Board’s

nominated representative for workforce

engagement, Vitalii Lisovenko, and his annual

visit to our operations. Regrettably, the Board

site visit to our operations in Horishni Plavni

was once again deferred due to the war. The

Board site visit was replaced with a Board

Strategy Day.

We continued to enhance our shareholder

and stakeholder engagement and we consider

their interests at the centre of our decision-

making. Our Section 172 Statement set out on

pages 56 to 61 provides further details on how

the Board complied throughout the year.

The war in Ukraine has not adversely affected

the operation of the Board or its Committees.

SUPPORTING LOCAL

COMMUNITIES DURING THE

WAR IN UKRAINE

During the year, we continued our

humanitarian and CSR activities supporting

our workforce, communities and broader

Ukrainian society. We continue to support

our colleagues serving in the Armed Forces of

Ukraine and we have expanded our Veterans

Support Programme. The focus of our

community activities has shifted to supporting

mental health as the war prolongs. In addition,

the Board authorised donations to critical

national tragedies during the year, including a

UAH10 million (approximately US$230,000)

donation to Ohmatdyt Children’s Hospital

following Russian missile strikes (see the

Responsible Business section of the Strategic

Report on pages 44-55).

All donations were made within a Board-

approved framework agreed annually at the

time of setting the budget. All such community

support and donations are subject to internal

control and approval limits applicable within

the individual subsidiaries of the Group, which

are set by the Board.

The Board exercises control of the Ferrexpo

Humanitarian Fund and local charitable

spending via its Health, Safety, Environment

and Community (“HSEC”) Committee, which

oversees and directs these activities and

receives reports detailing the spend.

BOARD CHANGES

The issue of diversity, both in the Boardroom

and throughout the entire Group, is taken

very seriously by the Board as we believe

this improves effectiveness, encourages

constructive debate, delivers strong

performance and enhances the success of

the business. Ensuring that we have a culture

which promotes and values diversity, and one

which is maintained throughout the business,

is a continual prime focus and is underpinned

by our Diversity, Equity and Inclusion Policy,

which sets our objectives.

BOARD PERFORMANCE

REVIEW

In line with the UK Corporate Governance

Code, Board performance was assessed

internally both in 2023 and 2022. Therefore,

during the year, an externally assessed review

of the performance and effectiveness of

the Board, its Committees and each of the

Directors was undertaken. A report on the

process, activities, findings and actions of the

evaluation can be found on pages 114 to 116.

An internal Board performance evaluation will

take place in 2025.

KEY HIGHLIGHTS IN 2024 AND

EARLY 2025:

• supporting our workforce and the Group’s

operations throughout the war in Ukraine;

• health and safety and employee wellbeing;

• zero fatalities;

• continued with the search for a Director to

meet diversity and ethnicity targets;

• appointment of Audit Committee Chair;

• appointment of female Independent

Non-executive Director to Chair HSEC

Committee;

• updated Board’s skills matrix;

• succession planning at Board and

management level;

• strengthened cybersecurity; and

• focus on shareholder and key stakeholder

engagement.

KEY PRIORITIES FOR 2025:

• supporting our workforce and the Group’s

operations throughout the war in Ukraine;

• health and safety and employee wellbeing;

• continue to maintain high standards of

Corporate Governance;

• recruit an additional Director with relevant

finance skills;

• aim to improve Board diversity and meet

targets;

• succession planning at Board and diversity

at management level;

• continue focus on shareholder and key

stakeholder engagement; and

• continue to strengthen and broaden

cybersecurity.

I hope you find this report useful and

informative. I look forward to engaging with as

many of you as possible at our 2025 Annual

General Meeting in person and would like to

encourage you to vote your shares even if you

cannot attend in person, so that we gain a

better understanding of the views of our

shareholders as a whole.

Lucio Genovese

Interim Executive Chair

18 March 2025

In accordance with best practice requirements

of the UK Corporate Governance Code, the

Board keeps its balance of skills, knowledge,

experience, independence and diversity under

review, which is beneficial in bringing new

perspectives to the Board.

During the reporting year, there was the

following Board committee change:

• On 1 January 2024, Stuart Brown was

appointed as Chair of the Audit Committee.

• On 9 February 2024, Stuart Brown was

appointed as a member of the Committee

of Independent Directors.

Since the end of the reporting year, there were

the following Board and Board committee

changes:

• On 11 January 2025, due to personal reasons,

Natalie Polischuk resigned as an Independent

Non-executive Director and Chair of the

HSEC Committee, and as a member of both

the Audit Committee and the Committee of

Independent Directors (“CID”).

• On 12 January 2025, Fiona MacAulay, Senior

Independent Non-executive Director was

appointed on an interim basis a member of

the Audit Committee and as a member and

Chair of the HSEC Committee.

Throughout the year, the Board continued

to search for an Independent Non-executive

Director from an ethnic minority group, led by

the Nominations Committee and supported

by external consultants. Following Natalie

Polischuk’s departure, recruitment has been

prioritised to find a suitable replacement.

This search is at an advanced stage and it

is anticipated that an appointment of an

Independent Non-executive Director will be

made in the near future.

Following Ms. Polischuk’s departure from the

Board in January 2025, the Board’s gender

diversity fell further below the 40% target

set by the FTSE Women Leaders Review.

While the Board remains committed to

achieving this benchmark, its immediate

priority is ensuring it has the right mix of skills,

particularly sector expertise and geopolitical

experience, crucial for navigating the ongoing

crisis in Ukraine. The Board expects that

its current search for a new Non-executive

Director will help it restore gender balance on

the Board but, while recognising the Parker

Review deadline of 31 December 2024 for

FTSE 250 companies, it has decided to defer

the appointment of a director from an ethnic

minority group until the situation in Ukraine

stabilises. Nonetheless, the Board remains

fully committed to broadening its composition

and will continue to focus on both gender and

ethnic diversity targets for UK-listed boards as

part of the Board’s refreshment programme.

Strategic Report Financial Statements

Corporate Governance

SHAREHOLDERS

BOARD

AUDIT

COMMITTEE

Responsibilities include:

• Monitoring integrity of financial

statements.

• Reviewing internal control and risk

management systems.

• Relationship with external auditor.

Pages 118 to 125

REMUNERATION

COMMITTEE

Responsibilities include:

• Reviewing and approving all aspects

of remuneration for Executive

Directors and members of the

Executive Committee.

• Aligning remuneration policy and

practices to support strategy.

• Engaging with shareholders to receive

feedback on remuneration policy and

outcomes.

Pages 130 to 151

NOMINATIONS

COMMITTEE

Responsibilities include:

• Considering and approving the

knowledge, skills and experience mix

required for the Board to best deliver

the Company’s objectives.

• Identifying and nominating (for Board

approval) candidates to fill Board

vacancies, having due regard to the

need to satisfy the Board’s skills

requirements.

Pages 126 to 129

COMMITTEE OF

INDEPENDENT

DIRECTORS (“CID”)

Responsibilities include:

• Ensuring compliance with related party

transaction rules and the Relationship

Agreement.

• Authorising (if appropriate) related

party transactions on behalf of the

Board.

• Conflicts of interest procedure under

the Companies Act 2006.

Page 110

HEALTH, SAFETY,

ENVIRONMENT

AND COMMUNITY

(“HSEC”) COMMITTEE

Responsibilities include:

• Formulating and monitoring the

implementation of the Group’s policy

on issues relating to health and safety,

environment and community as they

affect operations.

• Specific focus on safety and climate

change impacts.

Page 45

EXECUTIVE CHAIR AND

EXECUTIVE COMMITTEE

Responsibilities include:

• Execution of Board-approved

strategies.

• Delegated authority levels for senior

management.

• Development and implementation of

Group policies.

• All material matters not reserved for

the entire Board.

Page 110

1. The Finance, Risk Management and Compliance Committee, Investment Committee and the Executive Related Party

Matters Committee all report to the Executive Committee.

Our governance

at a glance

100

Ferrexpo plc

Annual Report & Accounts 2024

Introduction to Corporate Governance continued

Board balance

Age

Tenure

Ethinicty

Gender

Independent 4

Non-independent 0

Executive Chair 1

Executive 1

Female 2

Male 4

40- 49 1

50-59 2

60+ 3

White 6

Mixed/Multiple

Ethnic Group 0

0-5 years 3

5-9 years 2

9+ years 1

Expertise 100%

% of Board

members

Mining, Global Resource Industry 67%

Business leadership and strategy

75%

Corporate governance

67%

ESG/Sustainability

63%

Financial, Audit & Risk

92%

CIS geographical experience

88%

Government and international relations

67%

HSEC

71%

Human capital management/Remuneration

83%

Investor relations management

83%

Risk management

96%

BOARD DIVERSITY, TENURE

AND BALANCE

BOARD SKILLS MATRIX

Financial StatementsCorporate GovernanceStrategic Report

101

Raffaele (Lucio) Genevese

Interim Executive Chair

Nikolay Kladiev

Executive Director, Group Chief Financial Officer

Fiona MacAulay

Senior Independent Non-executive Director

Date of appointment

1 July 2023 as Acting Executive Chair

24 August 2020 as Chair

13 February 2019 as Non-independent

Non-executive Director

Current external appointments

Since 2021, he has served as chair of CoTec Holdings,

listed on NEX Board of the TSVX; and chief executive

officer of Nage Capital Management AG, a Swiss

based investment and advisory firm, since 2004.

Previous appointments

Previously, he was non-executive director of Nevada

Copper Inc 2016–2023; non-executive director

of Mantos Copper SA, 2015–2022; independent

non-executive director of Ferrous Resources

Limited, 2014–2019; chair of Firestone Diamonds

Plc, 2012–2020; an Independent Non-executive

Director of Ferrexpo plc, 2007–2014; senior executive

officer, Copper Division, Glencore International,

1996–1999 and chief executive officer, CIS

Operations, Glencore International, 1992–1998.

Skills, expertise and contribution

Lucio contributes to Ferrexpo plc over 35

years of commercial experience in the metals

and mining industry. He worked at Glencore

International AG where he held several senior

positions including the CEO of the CIS region.

Lucio brings a deep knowledge across the Ferrous

and Non-Ferrous Mining sector, including in iron

ore. He has extensive experience of operating in

emerging markets, specifically in the CIS states.

As a previous Board member (from 2007 to 2014)

and as a Board member of Ferrexpo AG, Lucio has

in-depth knowledge of the Group which is extremely

valuable to the Company at a Board level.

Date of appointment

25 May 2023 as Executive Director

Nikolay was appointed Group Chief

Financial Officer on 4 August 2021.

Current external appointments

N/A.

Previous appointments

Nikolay joined the Group in 2005, and contributed

significantly to the Group’s IPO. Since 2007, Nikolay

has served on the Board of FPM as CFO. During his

19 years with Ferrexpo, Nikolay has overseen FPM’s

finance function, and has been directly responsible for

maintaining the Group’s position as a low cost pellet

producer during this time. Prior to Ferrexpo, Nikolay

held a number of audit positions with Arthur Andersen

and Ernst & Young in Ukraine and Eastern Europe.

Skills, expertise and contribution

Nikolay is a Chartered Accountant (UK) and has

a Masters in International Economic Relations

from Kyiv National Economic University.

Date of appointment

12 August 2019

10 February 2022 as Senior Independent Director

Current external appointments

Non-executive director of Dowlais Group plc since

April 2023; Non-executive director of Costain

Group Plc since April 2022; non-executive director

of Chemring Group plc since 2020 and appointed

Senior Independent Director on 1 February 2025

Previous appointments

Previously, she was non-executive chair of IOG Plc

2019–2023; non-executive director of AIM listed

Coro Energy, 2017–2022; chief executive officer

of Echo Energy plc, 2017–2018; non-executive

director, 2018–2019 and chief operating officer

of Rockhopper Exploration plc, 2013–2017.

Skills, expertise and contribution

Fiona contributes to Ferrexpo plc over 35 years’

experience in the upstream oil and gas sector, including

key roles in a number of leading oil and gas firms across

the large, mid and small cap space, including Mobil, BG

Group, Amerada Hess, Echo Energy and Rockhopper.

Fiona brings a strong focus on health, safety, climate

change and culture, with a deep understanding of the

factors influencing the management for safe, efficient

and commercial operations. In 2022, she completed a

Diligent Climate Leadership Certification programme. She

has extensive operational experience in emerging energy

which enables her to bring positive insight on a broad

range of issues to Board and Committee discussions.

Committee membership

N/A

Committee membership

On 13 January 2025, Fiona was appointed as

Chair of the HSEC Committee on an interim basis

and as a member of the Audit Committee.

A board with

expertise

Ferrexpo plc

Annual Report & Accounts 2024

102

Board of Directors

Stuart Brown

Independent Non-executive Director

Vitalii Lisovenko

Independent Non-executive Director

Natalie Polischuk

Independent Non-executive Director

Date of appointment

22 October 2023

Current external appointments

He has served as Non-executive Chair of Lucapa

Diamond Company Limited since 2024.

Previous appointments

Previously, he was president and CEO of Mountain

Province Diamonds Inc 2018–2021; CEO of

Firestone Diamonds Plc 2013–2018; Group CFO

and Acting Joint CEO De Beers Group 2006–2011

Skills, expertise and contribution

Stuart is a seasoned mining executive with extensive

board-level experience. He previously held both

CFO and CEO roles at De Beers and its various

subsidiaries, where he played a central role in

reshaping the group and positioning it for the future.

Most recently, Stuart served as President and CEO

at Mountain Province Diamonds Inc., a company

listed on the Toronto Stock Exchange, and as CEO

of Firestone Diamonds Plc, formerly listed on AIM

where he established a track record of building

teams and leading business transformation to

develop lean, agile, high-performing organisations.

Date of appointment

28 November 2016

Current external appointments

Currently, he serves as a non-executive advisor to the

Minister of Finance of Ukraine, having previously served

as an executive counsellor to the Minister of Finance. He

also serves as a non-executive director of the Supervisory

Board of National Depositary of Ukraine since 2014.

Previous appointments

Previously, he was an executive director of Ukreximbank

(Ukraine), 2006–2010; an executive director of Alfa

Bank Ukraine, 2010–2014; a non-executive director

of Amsterdam Trade Bank, 2013–2014; and a non-

executive alternate director, Black Sea Trade and

Development Bank (Greece), 2014–2019; and since

1994 has held various positions in the Finance Ministry

of Ukraine. He also was an Associate Professor of

Finance at the Kyiv State Economic University.

Skills, expertise and contribution

Vitalii contributes to Ferrexpo plc over 25 years’

experience in government finance. In 2005, he

served as the head of the Trade and Economic

Mission at the Ukrainian Embassy in London.

He was an Associate Professor of Finance at

the Kyiv State Economic University.

Vitalii brings extensive experience in the field of

Ukrainian government finance together with a

deep understanding of geopolitical developments

in Ukraine, which is valuable to the Group.

Date of appointment

29 December 2021

Date of resignation

13 January 2025

Current external appointments

She has served as non-executive director

of Dobrobut (Ukraine) since 2018.

Previous appointments

Previously, she was non-executive director and

treasurer of Lycée Français Anne de Kyiv, 2014–2020.

Skills, expertise and contribution

Natalie brought over 25 years of private equity

experience in Eastern Europe, having held a number of

senior roles at private equity funds in the region and

having acted as an independent advisor on a number

of M&A and due diligence projects in Ukraine.

Committee membership

Stuart was appointed Chair of Audit Committee and a

member of the Remuneration Committee in January

2024. He was appointed a member of the Committee

of Independent Directors in February 2024.

Committee membership

Non-executive Director designate

for workforce engagement.

Committee membership

Until her resignation on 11 January 2025,

Natalie was the Chair of the HSEC Committee

and a member of the Audit Committee and

the Committee of Independent Directors

Audit Committee

Remuneration Committee

Nominations Committee

Committee of Independent Directors (“CID”)

Health, Safety, Environment and Community

(“HSEC”) Committee

Executive Chair and Executive Committee

Committee Chair

Female 33%

Male 67%

Key to committee membership Previous Director

Gender breakdown

As at 31st of December 2024

Strategic Report Financial Statements

103

Corporate Governance

Raffaele (Lucio) Genevese

Interim Executive Chair

Nikolay Kladiev

Executive Director, Chief Financial Officer

Viktor Lotous

FPM General Director and the

Chair of FPM Supervisory Board

For more information see page 102 for details. For more information see page 102 for details. Viktor brings to the Executive Committee more than

35 years of mining and processing experience as well as

deep understanding of Ferrexpo, its culture and context.

Skills and experience

Viktor began his career with FPM in 1986. In 1997, he

assumed the role of Chief Engineer and in 2007 was

appointed General Director and Chair of the Supervisory

Board of FPM. In this role, he is charged with leading and

ensuring safe and responsible operations, optimising

performance, executing future growth options and

delivering commercial value across the company’s

operational footprint in Ukraine. In 2023, Viktor

additionally assumed the position of Chief Operating

Officer, on an interim basis, with operational oversight

of the Group’s assets in Ukraine. He is a graduate of

Kryvyi Rih Mining and Ore Institute, and of the Kyiv

National Economic University, specialising in Finance.

Greg Nortje

Chief Human Resources Officer

Yaroslavna Blonska

Acting Chief Marketing Officer

Greg joined Ferrexpo in January 2014.

He previously held a variety of international

Human Resources leadership positions with Anglo

American and BHP Billiton before establishing

his own human resources consultancy firm

to a range of clients across the UK. Particular

specialisms include project management and

business change execution, organisational

effectiveness, talent management, governance

and compliance, and leadership development.

Skills and experience

He has Advanced Management qualifications from

the University of Stellenbosch Business School and

the Gordon Institute of Business Science, a Bachelor

of Arts degree and a postgraduate Diploma in

Education from the University of the Witwatersrand.

Yaroslavna was appointed the Acting Chief

Marketing Officer on 22 August 2022.

Yaroslavna joined Ferrexpo in 2002.

Since joining Ferrexpo, Yaroslavna has held a number of

key roles within the Group’s Marketing team, including

Head of Sales for customers in Europe and Turkey,

management of the Group’s Asian and European

customers, membership of the representative board

for the Group’s port loading subsidiary, TIS-Ruda.

Yaroslavna has been acting as a focal point for the

Group’s government and public relations within

Ukraine. She has also been managing Ferrexpo’s

office in Kyiv since 2006. Yaroslavna has been

helping to facilitate the Group’s Fe_munity Women in

Leadership programme as a speaker and a mentor.

Skills and experience

She holds a Master of Business Administration

degree from Kyiv State Economic University

and a post graduate Diploma in Law from Taras

Shevchenko National University, Kyiv.

An experienced and focused

Management Team

Ferrexpo plc

Annual Report & Accounts 2024

104

Executive Committee

Corporate Governance Compliance

As a company listed on the London Stock Exchange, the Company is subject

to the 2018 Corporate Governance Code. This section explains how we applied

the principles of the 2018 Corporate Governance Code. A copy of the Corporate

Governance Code can be found at frc.org.uk.

STATEMENT OF COMPLIANCE (IN ACCORDANCE WITH LISTING RULE 6.6.6R(6))

The Board considers the Company has complied throughout the year ended 31 December 2024 with all the provisions of the 2018 Corporate

Governance Code except as set out below:

• Provision 9: The Chair was not independent on appointment and the role of Chief Executive and Chairman is undertaken by one person –

Lucio Genovese, the Company’s Executive Chair.

• Provision 19: The Chair has remained in post for more than nine years since his first appointment to the Board in June 2007. Mr Genovese’s

tenure ran from 12 June 2007 to 1 August 2014, and he rejoined the Board on 13 February 2019. Therefore, whilst the total tenure exceeds nine

years there was a significant break in Mr Genovese’s tenure between 2014 and 2019.

Explanations for not complying with provisions 9 and 19 of the Corporate Governance Code as the Chair was not independent on appointment,

the role of Chief Executive and Chairman should not be undertaken by the same person and his tenure exceeds the recommended nine-year term

are provided below. The Corporate Governance Code sets out the governance principles and provisions that applied to the Company during 2024.

The Corporate Governance Code is not a rigid set of rules, and consists of principles and provisions. The Company complied with all the principles

and detailed provisions of the Corporate Governance Code in 2024 except for Provisions 9 and 19. Provision 9 recommends that the Chair be

independent on appointment and the role of the Chair and Chief Executive should not be undertaken by the same person. Provision 19

recommends that the Chair should not remain in post beyond nine years from the date of first appointment to the Board.

Explanations for non-compliance with Provision 9 and 19:

As explained in previous annual reports, the Chair was not independent on appointment. However, the Board was satisfied that Mr Genovese is

fully independent from all the Company’s shareholders and has been during his entire tenure as a Non-executive Director. Additionally, upon his

appointment as Chair, the members of the Nominations Committee were comfortable based on their own experiences that Mr Genovese conducts

himself with professional and personal integrity with an independent mindset and brings valuable challenge to the Board based on his in-depth

understanding of the key drivers and challenges faced by the Group.

Following the resignation of the Chief Executive Officer, the decision was taken to combine the roles of the Chair and Chief Executive Officer on an

interim basis, as with the ongoing war in Ukraine and the need for business continuity, it was not considered the right time to commence an external

search process for a new Chief Executive Officer.

Although the role of the Chair and Chief Executive are undertaken by the same person, the Board believes that there is sufficient separation of

responsibilities of the roles usually undertaken by the Chair and the Chief Executive Officer amongst the Executive Chair, the Chief Financial Officer,

the Senior Independent Director, the Committee of Independent Directors, the Group Company Secretary and the Company’s Senior Management

team. The Board, with assistance from the Nomination Committee, keeps this temporary arrangement under review.

Mr Genovese was first appointed to the Board as a Director in June 2007 and retired in August 2014. After a near five-year break, he re-joined the

Board in February 2019 as a non-Independent Non-executive Director. In August 2020 he was appointed as Chair of the Board, and most recently in

July 2023 he was appointed interim Executive Chair.

Mr Genovese has led the Board through the continuing Russian invasion of Ukraine, ensuring continuity of the Board agenda and meetings together

with ongoing corporate initiatives, whilst operating at a time of war.

The Board believes Mr Genovese is the right person to chair the Board and exercise executive leadership of the Group at this time. To provide

continuity of his sound leadership, the Board requests your support to re-elect Mr Genovese at the 2025 AGM.

Further details on the composition of the Board and its Committees are set out on page 108 and further details of the role of the Senior

Independent Director are set out on page 110.

Strategic Report Financial Statements

105

Corporate Governance

The Board confirms that at the date of this report, unless otherwise explained above, the Company fully complied with all relevant provisions of the

Corporate Governance Code. Further information on the Company’s compliance with the Principles of the Corporate Governance Code can be

found on the following pages:

Board leadership and

Company purpose

Principle A: Executive Chair’s Statement page 2, Stakeholder Engagement – Section 172 Statement pages 56 to 61, Skills

Matrix page 101

Principle B: Executive Chair’s Statement page 2, Our Business Model pages 10 to 11, Understanding our Strategic Direction

pages 14 to 15, Stakeholder Engagement – Section 172 Statement pages 56 to 61

Principle C: Key Performance Indicators pages 16 to 19, Risk Management pages 81 to 83, Principal risks pages 84 to 94,

Internal Controls page 124

Principle D: Executive Chair’s Review page 2, Our Stakeholders page 56, Responsible Business: Safety and our People page

46, Operating during a time of war: Local communities page 7, Responsible Business: Governance pages 54 to

55, Stakeholder Engagement – Section 172 pages 56 to 61

Principle E: Non-Financial Information Statement page 55, Our engagement activities in 2024 page 57, Stakeholder and

workforce engagement page 112, Whistleblowing Policy page 125

Division of

responsibilities

Principle F: Executive Chair’s Introduction page 2, Statement of Compliance page 105, Role Descriptions page 110, Board

Leadership pages 111 to 113, Board Evaluation pages 114 to 116

Principle G: Group Structure page 100, Board of Directors pages 102 to 103, Role Descriptions page 110

Principle H: Corporate Governance At a Glance page 100, Board of Directors pages 102 to 103, Time Commitment page

109, Role Descriptions page 110

Principle I: Skills Matrix page 101, Time commitment and Non-executive Director external appointments during 2024 page

109, Board Leadership pages 111 to 113

Composition,

succession, evaluation

Principle J: Diversity page 101, Nominations Committee Report page 126

Principle K: Board Diversity, tenure and balance page 101, Board Composition page 108, Skills Matrix page 101, Succession

Planning and Recruitment page 127

Principle L: Board Evaluation pages 114 to 116

Audit, risk,

internal control

Principle M: External Audit page 125, Internal Audit page 124

Principle N: Audit Committee Report pages 118 to 125, Responsibility statement of the Directors in respect of the Annual

Reports and Accounts page 159

Principle O: Risk Management pages 81 to 83, Principal Risks pages 84 to 94, Internal Control and Risk Management

page 124

Remuneration Principle P: Remuneration policy pages 130 to 151

Principle Q: Our approach to remuneration page 130, Performance and Reward pages 130 to 133, Implementation of the

remuneration policy in 2024 page 131

Principle R: Remuneration Report pages 130 to 151

DISCLOSURE GUIDANCE AND TRANSPARENCY RULES

By virtue of the information included in this Corporate Governance Report and the Directors’ Report, the Company complied with the corporate

governance statement requirements of the FCA’s Disclosure Guidance and Transparency Rules.

Ferrexpo plc

Annual Report & Accounts 2024

106

Corporate Governance Compliance continued

We report our Board and executive management diversity data as at 31 December 2024 in accordance with the UK Listing Rules disclosure

requirements, and our progress in meeting the UK Listing Rules board diversity targets.

There were no director changes during the year and as at 31 December 2024, women represented 33% of the Board see page 99 and accordingly

the target of 40% females on the Board has not been met. Fiona MacAulay is the Senior Independent Director, see page 102 and therefore one of

the senior Board positions was occupied by a woman; however, so far a Director from an ethnic minority background has not yet been appointed.

The Board remains committed to enhancing its gender and ethnic diversity and during the year, actively continued the search for a further

Independent Non-executive Director from an ethnic minority background, led by the Nominations Committee and supported by external

consultants, see page 127.

The gender diversity of the Board and executive management as at 31 December 2024:

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)*

Number in

executive

management

Percentage of

executive

management

Men 4 66.6% 2 5 83%

Women 2 33.3% 1 1 17%

Other categories – – – – –

Not specified/prefer not to say – – – – –

* The role of Chair and CEO were combined on 1 July 2023 and counted as one position in order not to double count.

The ethnic diversity of the Board and executive management as at 31 December 2024:

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage of

executive

management

White British or other White (including minority-white groups) 6 100% 3 6 100%

Mixed/Multiple Ethnic Groups – – – – –

Asian/Asian British – – – – –

Black/African/Caribbean/Black British – – – – –

Other ethnic group – – – – –

Not specified/prefer not to say – – – – –

* The role of Chair and CEO were combined on 1 July 2023 and counted as one position in order not to double count.

Notes:

• Executive management for these purposes includes the Group Company Secretary but excludes administrative and support staff (as defined by the UK Listing Rules).

• The Company confirms that the approach to collecting data forming the basis of the gender and ethnic diversity of the Board and senior management of the Company was

consistent for the purposes of reporting under both LR 6.6.6R(9), (10) and (11) and was consistent across all individuals in relation to whom data was reported. Board members,

members of executive management and the Group Company Secretary were provided with a standard form questionnaire on a strictly confidential and voluntary basis to allow the

individual to self-report on their gender and ethnicity (or to specify that they do not wish to report such data). The questionnaire was fully aligned to the definitions set out in the

UK Listing Rules, with individuals asked to specify:

i. self-reported gender identity – selection from (a) male, (b) female, (c) other category/please specify and (d) not specified/prefer not to say; and

ii. self-reported ethnic background – selection from (a) White British or other White (including minority-white groups), (b) Mixed/Multiple Ethnic Groups, (c) Asian/Asian British,

(d) Black/African/Caribbean/Black British, (e) Other ethnic group and (f) not specified/prefer not to say.

• The Executive Committee includes the Group Company Secretary. For the purposes of the UK Corporate Governance Code, the gender balance of those in senior management

(i.e. the Executive Committee and their direct reports) was 67.4% male and 32.6% female.

Strategic Report Financial Statements

107

Corporate Governance

Diversity

RELATIONSHIP AGREEMENT

The Company’s largest shareholder is Fevamotinico S.a.r.l., which as at date of this report holds 49.3% of the voting rights in Ferrexpo plc.

Fevamotinico S.a.r.l. is wholly owned by The Minco Trust. The Minco Trust is a discretionary trust that has three beneficiaries, consisting of

Kostyantin Zhevago and two other members of his family. Mr Zhevago, The Minco Trust and Fevamotinico S.a.r.l. entered into a Relationship

Agreement with the Company (the “Relationship Agreement”) to ensure that the Group is capable of carrying on its business independently,

that transactions and arrangements between the Group, Fevamotinico S.a.r.l., The Minco Trust and Mr Zhevago (and each of their associates)

are at arm’s length and on normal commercial terms, and that at all times a majority of the Directors of the Company shall be independent of

Fevamotinico S.a.r.l., The Minco Trust and Mr Zhevago. Under the Relationship Agreement, Mr Zhevago is entitled to appoint himself as a Director or

another person as his representative Director, in each case in a non-executive capacity. During the year, Mr Zhevago has not exercised this right. The

Relationship Agreement terminates if, inter alia, the shareholding of Mr Zhevago and his associates in the Company falls below 24.9%.

STATEMENT OF COMPLIANCE WITH UK LISTING RULES, RULE 6.6.1R(13)

The Board confirms that, as required by UK Listing Rule 6.6.1R(13), the Company is able to carry on the business it carries on as its main activity

independently from its controlling shareholders at all times.

THE BOARD

The Board is responsible for setting the Group’s objectives and policies, providing effective leadership within the framework of prudent and

effective controls required for a public company. The Board has a formal schedule setting out the matters requiring Board approval and specifically

reserved to it for decision. These include:

• approving the Group strategy and budget;

• annual and long-term capital expenditure plans;

• approving contracts for more than a certain monetary amount;

• monitoring financial performance and critical business issues;

• approval of major projects and contract awards;

• approval of key policies and procedures including for dividends, treasury, charitable donations and corporate social responsibility;

• approval of procedures for the prevention of fraud and bribery; and

• through the CID, monitoring and authorising related party transactions.

Certain aspects of the Board’s responsibilities have been delegated to the Committees shown in the chart on page 100 to ensure compliance with

the Companies Act 2006, FCA Listing Rules, and Disclosure Guidance and Transparency Rules and the UK Corporate Governance Code. The terms

of reference for each of the Audit Committee, Nominations Committee, Remuneration Committee and HSEC Committee are available on the

Company’s website at www.ferrexpo.com/about-ferrexpo/corporate-governance/board-committees.

It is the responsibility of the Executive Chair and Executive Committee to manage the day-to-day running of the Group.

BOARD COMPOSITION AND INDEPENDENCE

As at 31 December 2024, the Board comprised two Executive Directors and four Independent Non-executive Directors who are considered by the

Board to be independent in accordance with the UK Corporate Governance Code. This structure ensures that the Executive Directors are subject to

appropriate independent and constructive challenge by the Non-executive Directors, and that no single Director can dominate or unduly influence

decision-making.

Composition of the Board and Committees as of 31 December 2024 is presented in the table below:

Board member Role Audit Remuneration Nominations CID HSEC

R L Genovese Executive Chair ••

F MacAulay Senior Independent Non-executive Director •• • •

N Kladiev Executive Director/Chief Financial Officer

V Lisovenko Independent Non-executive Director and

Designate for Employee engagement

• • • ••

N Polischuk Independent Non-executive Director • • ••

S Brown Independent Non-executive Director •• • •

1. The HSEC Committee also includes some members of senior management.

• Committee member.

•• Committee Chair.

Ferrexpo plc

Annual Report & Accounts 2024

108

Corporate Governance Report

The Board considers that it is of a sufficient size to ensure that the requirements of the business are met without placing undue reliance on any one

Director.

Biographical details of the Directors at the date of this report are set out on pages 102 and 103.

TIME COMMITMENT

It is expected that a Non-executive Director of the Company will normally spend at least two and a half days a month, on average, on Ferrexpo’s

affairs. The expected time commitment for the Senior Independent Director, the Committee Chairs and, in particular, the Executive Chair is

considerably more than that. The Non-executive Directors are required to confirm at least annually that they are able to commit sufficient time to

the affairs of the Company, and all of our Non-executive Directors have given this confirmation in respect of 2024.

All of the Non-executive Directors have been able to make themselves available for the majority of the ad-hoc Board and Committee meetings and

update calls held during the year, notwithstanding their external commitments. The attendance of the Directors at Board and Committee meetings

during 2024 is shown in the table below.

NON-EXECUTIVE DIRECTOR EXTERNAL APPOINTMENTS DURING 2024

During 2024, Stuart Brown was appointed as a Non-executive Chairman of Lucapa Diamond Company Limited, a company listed on the Australian

Stock Exchange, with effect from 8 April 2024. This appointment was considered a significant appointment for Mr Brown for the purposes of

the UK Corporate Governance Code, and, in advance of the appointment, Mr Brown sought the prior approval of the Board. As part of approving

this additional appointment, the Board considered a range of factors, including the existing appointments of Mr Brown, the time commitment

expected in the role as a Ferrexpo Director, attendance records at Ferrexpo Board and Committee meetings, institutional investor guidance on

the number of board roles in respect of over-boarding and the additional time commitment from the new role. The Board was satisfied having

regard to these matters that the additional role would not adversely impact the ability of Mr Brown to perform his existing role on the Ferrexpo

Board and its Committees.

BOARD AND COMMITTEE MEETING ATTENDANCE IN 2024

Attended/Eligible to attend

Board Audit

Remuneration

Nominations

CID HSEC

Director Scheduled Ad hoc Scheduled Scheduled Scheduled Scheduled Scheduled

R L Genovese 5/5 3/3 4/4

N Kladiev 5/5 3/3

V Lisovenko 5/5 3/3 4/5 5/5 4/4 5/5

F MacAulay 5/5 3/3 5/5 4/4 5/5

N Polischuk 5/5 3/3 5/5 5/5 4/4

S Brown

5/5 3/3 5/5 5/5 4/4

1. Mr Brown was appointed as Chair of the Audit Committee and a member of the Remuneration Committee with effect from 1 January 2024. Mr Brown was also appointed as a

member of the Committee of Independent Directors on 9 February 2024.

During the year, there were a number of ad-hoc Board and Committee meetings at short notice or update calls which dealt with (amongst other

things) the Russian invasion of Ukraine and other developments in Ukraine involving or impacting the Group.

Strategic Report Financial Statements

109

Corporate Governance

ROLE DESCRIPTIONS

A summary of the roles of the Chair, the CEO, the Executive Chair, the Senior Independent Director, the Non-executive Directors and the Company

Secretary is set out in the following table. The table also includes an overview of the role of the Executive Committee and of the Committee of

Independent Directors. The roles of the Audit and Nominations Committees are set out later in this Corporate Governance Report, the role of the

HSEC Committee in the Strategic Report on page 45, and the role of the Remuneration Committee in the Remuneration Report on page 130.

Role Description

Chair The Chair is responsible for leadership of the Board, ensuring its effectiveness, setting its agenda, ensuring that it receives accurate,

clear and timely information, and ensuring effective communication with shareholders. The Chair also ensures that there is a

constructive relationship between the Executive and Non-executive Directors. At least once annually, the Chair holds meetings with

the Non-executive Directors without the Executive Director present. Mr Genovese’s other current responsibilities are set out in the

biographical notes on page 102. Due to the complexity of the jurisdictions in which the Group operates and in light of Russia’s current

invasion of Ukraine, the time commitment of the role significantly increased during the reporting period especially with the need to

engage proactively with the broad range of stakeholders.

CEO The role of the CEO is to provide leadership of the executive team, implement Group strategy through executive committees, chair

the Executive Committee, and oversee and implement Board-approved actions.

Executive

Chair

With effect from 1 July 2023, the roles of Chair and Chief Executive Officer as described above have been combined on an interim

basis.

Senior

Independent

Director

The Senior Independent Director, in conjunction with the other Independent Non-executive Directors, assists in communications

and meetings with shareholders and other stakeholders concerning corporate governance matters. At least once a year, the Senior

Independent Director meets the Non-executive Directors, without the Chair present, to evaluate the Chair’s performance. The

Senior Independent Director is also available to discuss with shareholders any issues that the Chair has been unable to resolve to

shareholders’ satisfaction.

Non-executive

Directors

The Non-executive Directors provide an independent and objective viewpoint in Board discussions and bring experience from a

variety of industry backgrounds. Their role is to provide constructive support and challenge to executive management. Acting either

as the Board or as members of its Committees, the Non-executive Directors approve budgets; discuss and contribute to strategic

proposals and agree on corporate strategy; monitor the integrity, consistency and effectiveness of financial information, internal

controls and risk management systems; monitor management’s execution of strategy against agreed targets and determine their

remuneration accordingly (see the Remuneration Report on page 130); and monitor executive succession planning (for Board

succession planning, see the Nominations Committee Report on page 126). From time to time, where delegated by the Board,

individual Non-executive Directors may take on additional functions in areas in which they have particular knowledge or expertise.

Company

Secretary

The Company Secretary is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are

complied with. The Company Secretary is also responsible for advising the Board on all governance matters and for ensuring, with

the Chair, that information reaches Board members in a timely fashion, so that they are alerted to issues and have time to reflect on

them properly before deciding how to address them. All Directors have access to the advice and services of the Company Secretary.

Executive

Committee

The Executive Committee is a key decision-making body of the Group, responsible for managing and taking all material decisions

relating to the Group, apart from those set out in the Schedule of Matters Reserved for the Board. It has delegated responsibility

from the Board for the execution of Board-approved strategies for the Group, for ensuring that appropriate levels of authority are

delegated to senior management, for the review of organisational structures and for the development and implementation of

Group policies. The Executive Committee meets regularly during the year.

Committee of

Independent

Directors

(“CID”)

The CID is composed of the Senior Independent Director and three other Independent Non-executive Directors. The CID considers

and, if appropriate, authorises on behalf of the Board, related party transactions and otherwise ensures compliance with the

related party transaction rules and the Relationship Agreement entered into between Fevamotinico S.a.r.l., Mr Zhevago, The

Minco Trust and the Company. The CID holds delegated authority to consider and, if appropriate, approve situations which give

rise to an actual or potential conflict of interest for any member of the Board in accordance with the Companies Act 2006. The

CID keeps under review the authorisation and approval process relating to related party transactions (which are also reviewed in

detail by the Executive Related Party Matters Committee (“ERPMC”)).

Ferrexpo plc

Annual Report & Accounts 2024

110

Corporate Governance Report continued

Before setting out the Board’s activities in

2025, it is important to note that since the

Russian invasion of Ukraine, the Board has

continued to meet regularly to discuss the

ongoing situation in Ukraine, the execution of

the Group’s business continuity plans, planning

for different eventualities and adjustments

to the corporate calendar. The Board receives

regular updates from the management team

as to the Group’s response and scenario

planning for different eventualities. Protecting

the Group’s workforce is a key priority, as

it taking steps to protect the business and

thereby the stakeholders of the business.

This will remain a key priority for the Board

during 2025.

BOARD ACTIVITY IN 2024

Five scheduled Board meetings were held

in 2024 (supplemented by other ad-hoc

meetings, telephone or video conferences and

written resolutions as required from time to

time). Although all scheduled Board meetings

were held in person, some ad-hoc meetings

and Board calls were held via video conference

with management team members and other

Group personnel joining to discuss matters

as appropriate. The Board intends to continue

to hold its scheduled meetings in person

during 2025.

The Board’s programme of meetings allows

key areas of focus to be established and

reviewed on a regular basis. A review of

the Board forward agenda was undertaken

early in the year to align key focus areas with

strategy. Rolling agendas have been developed

within the Board forward agenda for the

Board, Audit, Nominations and Remuneration

Committees to ensure the necessary standing

items are covered during the course of the

year, and sufficient time is allocated to

strategic discussions, with extra time factored

in for ad-hoc and additional items. Agendas

are agreed with the Chair (or with the Chair of

the relevant Committee) and timeframes set

in advance for the various meetings, thereby

ensuring that the full agenda can be covered

in the time allotted.

Board and Committee meeting packs are

prepared by management following input

on the agendas formulated by the Company

Secretary and the respective Chairs, and made

available electronically prior to the meeting via

a secure online Board portal, thereby allowing

the Directors adequate time to consider

the variety of issues to be presented and

discussed. In the minutes of the meetings,

issues identified for follow-up are set out,

ensuring that matters raised by the Directors

are actioned and reported back in a timely

manner.

Board Leadership

At each scheduled Board meeting, the

Directors receive a report from each of the

Executive Chair and the Chief Financial Officer

and will review and approve the minutes

from previous Board meetings and note

Board Committee minutes. There is also an

oral report from the Chair of each Board

Committee, providing an overview of the

matters discussed at the Committee meetings

which are held before the scheduled Board

meetings. The Board may also receive a report

from the Chief Marketing Officer relating to

updates on the Group’s marketing strategy,

product development and relationships with

the Group’s customers.

The Executive Chair’s report will include

matters relating to production and operations,

safety measures and performance against

targets, iron ore market conditions, growth

projects, implementation of diversity and

inclusion policies and updates on the position

in Ukraine. The Chief Financial Officer’s report

covers financial performance as compared

to budget, financial forecasts and cash flow

position, with a particular focus during 2024

on the going concern assessment given the

situation in Ukraine. The Executive Chair will

report on developments relating to investor

and stakeholder engagement (including

shareholder feedback), relevant corporate

governance matters and Board refreshment

and succession planning.

In addition to formal Board and Committee

meetings, the Senior Independent Director

holds meetings with the Independent Non-

executive Directors as required, enabling

open discussions without the Executive

Directors present.

The following sets out an overview of the key

areas of focus for the Board during the year.

RUSSIAN INVASION OF UKRAINE

The impact of the Russian invasion of Ukraine

remained the key area of focus during the year,

with the Board undertaking regular reviews

of the Group’s response to the invasion. The

Board received regular updates from the

management team on the Group’s response to

the invasion, including the safety, protection

and wellbeing of the workforce and details

of the support provided to those affected by

the invasion and their families. Updates on

safety measures put in place at the mine sites

and other locations to protect the Group’s

workforce and assets were also provided.

The Board also continued the Ferrexpo

Humanitarian Fund to support communities

across Ukraine. For further details see pages

6 to 9.

More information can be found throughout

this Annual Report and Accounts.

LEGAL AND OTHER ACTIONS AGAINST

THE GROUP IN UKRAINE

Throughout the year the Board continued to

address a number of legal and other actions

being taken against the Group in Ukraine,

some of which related to matters not directly

involving the Group.

These actions included a claim against

Ferrexpo Poltava Mining (“FPM”) in the

amount of UAH4.7 billion (US$113 million

as at 31 December 2024) regarding

contested sureties, an application to open

bankruptcy proceedings (“creditor protection

proceedings”) against the Group’s major

subsidiary in Ukraine filed by a supplier and a

related party of the Group, a freeze (“arrest”)

being placed on certain shares in all of the

Company’s Ukrainian subsidiaries, and further

bail payments having to be made by the

Group in connection with the arrest of senior

management personnel.

Further details can be found in Note 2 Basis

of preparation and Note 30 Commitments,

contingencies and legal disputes to the

Consolidated Financial Statements.

The Board has continued to take a number

of actions intended to protect the interests

and assets of the Group and all of its

shareholders, including pursuing legal actions

in Ukraine where possible, making appropriate

representations to Government officials both

in Ukraine and elsewhere about the need to

protect Ferrexpo’s interests, and seeking

to ensure that any private matters relating

to Mr Zhevago do not adversely impact the

Group. This has included emphasising that

as a Company with listed on the London

Stock Exchange the Company is required to,

and does, operate independently of all its

shareholders.

Strategic Report Financial Statements

111

Corporate Governance

CLIMATE CHANGE AND

DECARBONISATION

Climate change has been a standing agenda

item at all scheduled Board meetings and

meetings of the HSEC Committee throughout

the year and will continue to be a standing

agenda item.

In February 2024, the final Double Materiality

and DR Pellet Life Cycle assessments

(prepared with Ricardo) were presented to and

approved by the Board, as published.

In December 2024, the Group published its

second Climate Change Report, outlining

climate-related risks and opportunities for

the Group, its greenhouse gas footprint,

and a potential pathway towards low carbon

production by 2050.

This publication marked an important

milestone in Ferrexpo’s decarbonisation plans

and enhancing stakeholder understanding of

climate-related issues. Similarly, the continued

work on climate scenario modelling and

decarbonisation initiatives, as explained in the

report, underscores the Group’s commitment

to sustainable development and addressing

the scourge of climate change, even in a

time of war. Due to the many uncertainties,

we recognised the importance of flexibility

in our Net Zero roadmap to account for

external events that affect our ability to

operate and invest effectively. To incorporate

this adaptability, we collaborated with our

sustainability partner, Ricardo, to assess

Ferrexpo’s pathway to Net Zero under three

potential scenarios.

The risks and opportunities relating to climate

change that are specific to Ferrexpo are

summarised in the Task Force for Climate-

related Financial Disclosures (“TCFD”) on pages

64 to 80 of the Strategic Report.

FINANCIAL POSITION AND LIQUIDITY

The Board continuously reviews the financial

position of the Group, including performance

against targets, balance sheet strength and

liquidity.

As at 31 December 2024, the Group had a

positive net cash position of US$101 million

(2023: US$108 million). The Group has no debt

facilities as at 31 December 2024.

The Company’s Preliminary and Interim results

and Annual Report were scrutinised and

approved by the Board.

CYBERSECURITY STRATEGY

In light of heightened cybersecurity risks facing

the business due to the ongoing war in Ukraine

and the rise in cybersecurity attacks globally,

maximum protection against cybersecurity

attack is a top priority for the Group. During

the year, additional resources was provided to

bolster cybersecurity and IT staff.

Board Leadership (continued)

STAKEHOLDERS AND WORKFORCE

ENGAGEMENT

Stakeholder considerations and culture are an

important part of the Board’s discussions and

decision making. The information on pages

56 to 61 provides a review of stakeholder

engagement activities during the year and

explains how the Board considers stakeholders

in decision making.

In September 2024, over three days,

Mr Lisovenko, Non-executive Director

Designate for workforce engagement, visited

our operations in Ukraine and hosted a

number of engagement sessions with a cross

section representing a range of stakeholder

groups within our workforce, including

operations personnel, a selection of middle

managers from all three business units, senior

female leaders, alumni of our “Fe_munity”

women in leadership programmes and people

with disabilities.

During the engagement sessions, members

of the workforce made comments and

suggestions on a range of matters and

posed questions for subsequent response

by the Board. In November 2024, the Board

considered the comments, concerns,

suggestions and questions and will provide

feedback to the workforce via established

communication channels. For example,

members of the workforce raised cost of

living and salaries. Further details see page 58

Employees and wider workforce, Section

172 Statement and a case study on pages 62

and 63.

The Group also engages with its workforce

through the biennial employee engagement

survey, which was last conducted in 2021. Due

the war in Ukraine, the survey unfortunately

could not be carried out in 2023 due to

variable staffing of operations imposed by

constraints brought about by the ongoing

war, where approximately one third of all

employees who manually complete the survey

using tablets were on furlough. However,

towards the end of 2024, an Employee

Engagement Survey was undertaken. The

response rate of 62% exceeded previous

surveys and represented a good cross-section

of business demographics. The Group’s overall

engagement score of 73% ranked well above

the industry average according to the third

party that managed the survey. It was pleasing

to learn from the survey that, despite the very

difficult conditions, our people are enduring,

they are committed to the business.

Additionally, the Group has employed other

ways of listening to the workforce, through the

Company’s intranet site and eliciting employee

feedback via the Rakuten Viber social media

app. These workforce listening channels

are an integral aspect of understanding the

priorities and concerns of our people, and help

to set priorities for the coming period. The

Board considers the results of the employee

listening programme and discusses feedback

with the Executive Chair and the Chief Human

Resources Officer, including plans for further

engagement by functional heads with their

teams to better understand the feedback

and to develop joint action points focusing on

areas of strength and areas for improvement.

BOARD BALANCE AND INDEPENDENCE

Ensuring the appropriate balance of skills,

independence and diversity on the Board

remains a key priority of the Group.

In line with best practice requirements of the

UK Corporate Governance Code, during the

year, the Board reviewed the balance of skills,

knowledge, experience, independence and

diversity and focused on improving and

rebalancing Independent Non-executive

Director Board and Board Committee roles.

To that end:

• Stuart Brown was appointed as Chair of

the Audit Committee and a member of the

Remuneration Committee with effect from

1 January 2024.

• Stuart Brown was appointed as a member of

the Committee of Independent Directors on

9 February 2024.

For further details see pages 126 to 129 of the

Nominations Committee Report.

GOVERNANCE AND RISK

Following on from the governance

improvement work carried out in 2020, during

the year the Board carried out a review of the

Articles of Association which were approved

by shareholders at the 2024 Annual General

Meeting.

At each of its scheduled meetings, the Board

considered any updates to the principal and

emerging risks of the Group, and in particular

during 2024 considered the new risks facing

the Group as a result of the ongoing Russian

invasion and also changes to country-related

risks. For further details, see pages 84 to 94 of

the Strategic Report.

The Board is supported by the Executive

Committee, which meets approximately

monthly. All information submitted to the

Board by management is reviewed and

approved by the Executive Committee prior to

submission.

MODERN SLAVERY ACT STATEMENT

During the year, the Board reviewed and

approved the Group’s Modern Slavery Act

Statement for the year ended 31 December

2023 (a copy of which is available at

www.ferrexpo.com).

Ferrexpo plc

Annual Report & Accounts 2024

112

Corporate Governance Report continued

EXECUTIVE APPOINTMENTS AND

SUCCESSION PLANNING

There were no executive appointments during

the year.

For further details see page 126 of the

Nominations Committee Report.

Other matters discussed were:

• oral reports from the Chair of Board

Committee meetings held before the Board

meeting;

• diversity and inclusion;

• internal succession planning – talent review;

• succession planning for Non-executive

Director recruitment and appointments;

• review of agenda and approval of minutes

from previous Board meeting and note

Board Committee minutes;

• interactions with auditors;

• Executive Chair’s report including

production and operations, iron ore market

conditions, and updates on the Russian

invasion of Ukraine and the position in

Ukraine;

• logistics update;

• update on DR growth markets;

• Chief Financial Officer’s report including

status vs. budget, forecasts, cash flow

position, and funding update;

• related party matters (including Directors’

interests/conflicts);

• investor relations report (including

shareholder feedback);

• strategy, business plan and budget;

• formal risk review;

• compliance matters;

• HSEC Committee matters, including Health

and Safety, carbon reduction and

community spending; and

• Board refreshment, succession planning,

Director independence and Committee

composition.

Matters reviewed as required included:

• the Group’s continued response to the

Russian invasion of Ukraine and actions

taken to protect the Group and its

workforce;

• review of half-year or annual results, going

concern and viability, dividend policy and

considerations, investor presentation;

• geopolitical matters;

• external evaluation of the performance of

the Board, Executive Chair, Directors and

Company Secretary;

• review of the AGM statement, and proxy

agency comments and recommendations;

• annual review of bank relationships with the

Group within and outside Ukraine;

• annual review of the Treasury Policy;

• approval of the 2023 Modern Slavery

Statement; and

• the CSR budget.

During 2024, the Board also held sessions at

which the relevant executive heads of

department led detailed presentations on

operations, finance, HR and management

succession planning, sales and marketing,

investor relations and communications.

BOARD VIRTUAL SITE VISIT

AND STRATEGY DAY

Due to travel restrictions resulting from the

Russian invasion of Ukraine, the Board was

unable to conduct the planned visit of the

Group’s operations in Horishni Plavni, Ukraine.

The alternative arrangement was a Board

virtual site visit and Strategy Day.

The Board received a progress update on

actions taken from 2023 and noted the

achievements and completion of 15 out of 17

actions during the year.

The executive management were provided

with three scenarios upon which to base their

strategy reports:

Scenario 1, update on expected results for the

remainder of 2024;

Scenario 2, planning for an extended war; and

Scenario 3, planning post war to ramp up

production.

The Board received presentations from

executive management covering each of the

above scenarios and on the following:

• expected results for 2024 together with a

review of HSE metrics and measures for

2025;

• scenario planning for extended war and

post-war preparation for operations (Plant

and Mining) and group functions (Finance,

Marketing and Human Relations);

• Marketing scenario planning for growth

markets and alternative logistics;

• detailed review of ongoing group projects;

• Finance – working capital and cash

requirements for each scenario;

• Human resources – actions to support each

scenario;

• ESG – Decarbonisation projects and Green

Mining Electrification project update,

Climate Change Report and regulatory

requirements for 2025 and action plan; and

• Investor Relations – market engagement

plans for 2025 given in context of extended

war and post war scenario.

All matters discussed aligned with the

Ferrexpo strategic pillars: Health and Safety,

Financial Strength, Technology and Innovation,

Product Quality, Growth and Licence to

Operate.

The actions from the Strategy Day were

collated and disseminated to the relevant

executives for execution a few days after the

Strategy Day.

POST AGM ENGAGEMENT

During the year, we consulted with

shareholders in person and in writing on a

number of important corporate governance

issues, three of which were following

significant votes against Resolutions 9, 13

and 14 at the 2024 AGM (re-election of Vitalii

Lisovenko, to authorise the directors to allot

shares and to empower the directors to

disapply pre-emption rights). Based on an

analysis of the voting at the 2024 AGM and

the feedback received, the Board understands

that the votes against Vitalii Lisovenko’s

re-election were primarily from smaller

shareholders and their votes were in line with

AGM proxy advisor(s) recommendations, which

in part related to historic matters concerning

an internal review that was concluded in 2019.

Our largest shareholders have supported the

re-election of Mr Lisovenko, appreciating the

importance of his role on the Board.

The votes against resolutions 13 and 14 were

primarily as a result of the Company’s largest

shareholder not wanting to incur further

dilution to its voting interest in the Company.

The Company has since the AGM continued

to engage with its largest shareholder in the

ordinary course on a range of issues and will

consult with the largest shareholder ahead of

the 2025 AGM as to its position on the share

allotment and disapplication of pre-emption

rights resolutions.

Strategic Report Financial Statements

113

Corporate Governance

Board evaluation cycle

2022 Internal

2023 Internal

2024 External

Action to be taken Actions taken

Board composition

Improve Board diversity with a Director

from an ethnic minority background

During the year, the Board, with support from the Nominations Committee, continued its search for a

Director from an ethnic minority background. While the Board remains committed to achieving the

requirements of the Parker review, it has decided to defer the appointment of a minority ethnic

director until the situation in Ukraine stabilises.

During the year, female representation on the Board remained at 33%. Following Natalie Polischuk’s

departure, recruitment has been prioritised to find a suitable replacement. This search is at an

advanced stage and it is anticipated that an appointment of an independent Non-executive Director

will be made in the near future.

Succession planning

Embed sound succession planning within

the business and senior management

including diversity requirements

During the year, an update of the Board’s skills matrix was completed highlighting gaps to inform

current and future recruitment to be progressed in 2025.

A formal search launched for an additional Non-executive Director to meet the FTSE Women Leaders

Review target and the requirements of the Parker Review.

Initiatives in 2024 advanced women in leadership with more females promoted during the year to

22.9% (97 female managers) compared to 22.3% in 2023 (87 female managers); target for 2025

(towards target of 25% by 2030) set at 23.5% by the end of 2025. Total female representation as

percentage of the workforce is currently at 32.2% (2,145 female employees) compared to 30.9% in

2023 (2,130 female employees).

Board review conducted of the Group’s talent pipeline and succession plans for senior business critical

leadership roles, including identification of female candidates for accelerated development.

Balanced skill set

Ensure Non-executive Directors continue to

bring the right skill set and to balance the

workload of the Board Committees,

planning early for future skills and

experience for Board succession

During the year, the Nominations Committee undertook a thorough review of the Board’s skills matrix

to ensure it remains aligned with the Company’s evolving needs. This review plays a crucial role in

guiding both the recruitment and development of Board directors, ensuring the Board maintains the

expertise necessary to drive the company forward (for further details, see the Board’s skills matrix on

page 101).

Enhance workforce engagement

Explore different ways to further enhance

workforce engagement and bring findings

to the Boardroom and to monitor culture

and values in the organisation

Following the re-format of workforce engagement from large town hall sessions into smaller, more

intimate groups, Mr Lisovenko, Non-executive Director designate for workforce engagement, being

resident in Ukraine, visited the workforce in September 2024 over three days and provided feedback

at the scheduled Board meeting in November 2024. Members of the workforce welcomed the change

in format which was reflected in their feedback about the event.

Board efficiency and processes

Plan agenda to allow time for the most

important topics

Consider wash-up session on what went

well and what could have been done better

Agenda planning was re-visited with the Executive Chair to allow more time for the most important

topics and to facilitate deep dives on certain matters, which was well received by the Board. Wash-up

sessions between the Executive Chair and Group Company Secretary were held and used as a tool to

fine-tune agenda planning and time allocation.

Corporate resourcing

Ensure bolstered resourcing for Secretariat

Increased resourcing in Secretariat needs to be completed.

Long-term Incentive Plans

Continue to work on the LTIP measures and

appropriateness

As reported in the 2023 Annual Report, given the impact of the Russian invasion on the Company’s

energy usage and ability to invest in new technologies, the carbon reduction targets used in 2022 LTIP

were removed for 2023.

Board Evaluation

BOARD PERFORMANCE EVALUATION

Under the UK Corporate Governance Code, the Board is required to undertake annually a formal and rigorous

evaluation of its own performance and that of its Committees and individual Directors. This evaluation should

be externally facilitated every three years.

ACTIONS FROM THE REVIEW OF 2023 INTERNAL BOARD PERFORMANCE

The Board and its Committees consider their effectiveness regularly and the outcome and findings from the

2023 internal review were progressed throughout the year with the following actions taken:

Ferrexpo plc

Annual Report & Accounts 2024

114

Corporate Governance Report continued

2024 EXTERNAL BOARD PERFORMANCE REVIEW

In line with recognised best practice, an external evaluator was engaged to conduct the 2024 Board evaluation. Three different providers were

reviewed prior to confirming the appointment of Clare Chalmers Ltd. They have a strong track record of conducting board evaluations for FTSE350

companies and their distinctive review approach based on providing their own evidenced observations of the Board, triangulated with those of

Board Members and attendees, was one of the key considerations which informed this decision. Clare Chalmers Ltd conducted the Board evaluation

in 2021 and has no other connection with the Company. Initial meetings with the interim Executive Chair and Group Company Secretary were used

to agree the purpose, scope and timing of the evaluation. This facilitated the key themes for the Board performance review. The thematic evaluation

focus areas included:

• Board composition, succession, training and induction, leadership, dynamics and decision-making

• Board oversight, strategy, performance, risk, people and executive succession, purpose, values and culture

• Stakeholders, employee engagement, shareholders, customers and suppliers

• Board efficiency, agendas, minutes and secretariat support

• The effectiveness of Board Committees

Information gathering, interviews and meeting observation:

PREPARATION

• Held a scoping meeting with the interim Executive Chair and Group Company Secretary to understand context and

priorities

• Review of Board and Board Committee papers and other relevant documentation, including Strategy papers and the

Board and Board Committee Forward Agenda Planner

• Individual interviews were scheduled with the Executive Chair, Group Chief Financial Officer and Executive Director,

all the Non-executive Directors, the Group Company Secretary, Group Chief Human Resources Officer, Remuneration

Advisor and External Audit Partner.

FORMAL

INTERVIEWS

• One-to-one interviews were conducted with the six Directors, including the interim Executive Chair, who is also the

acting CEO, the Senior Independent Director and three further Independent Non-executive Directors, the Group

Company Secretary, Group Chief Financial Officer, Group Chief Human Resources Officer, Remuneration Advisor and

External Audit Partners.

BOARD

OBSERVATION

• The field work included observations of a Board meeting, as well as meetings of the Audit Committee, Nominations

Committee, the Remuneration Committee and the Health, Safety, Environment and Community Committee.

REPORTING

• Key findings and recommendations were shared with the interim Executive Chair and Group Company Secretary, and

a draft report was prepared for review.

• The final report was circulated to the full Board, with a presentation from Clare Chalmers Ltd at the February 2025

Board meeting to deliver the findings at which discussion were held and the outcomes and recommended actions

agreed.

Strategic Report Financial Statements

115

Corporate Governance

Board Evaluation (continued)

FEEDBACK AND REPORT FINDINGS

The Board has considered the findings of the evaluation and, overall, the review concluded that the Board is well-balanced in terms of Board

dynamics. The Board is very well led by a proactive and fully engaged interim Executive Chair. The environment in the boardroom encourages

appropriate challenge and debate with no single voice dominating discussions. The Board and its Committees are well chaired and run by

committed independent Non-executive Directors.

The report acknowledged the impact of the war, both strategic and operational and therefore the Board’s performance should be considered in the

light of the very extreme circumstances under which the business is operating. Unsurprisingly, the Board has been unable to act as forcefully as it

might otherwise have done on some of the suggestions made in the earlier reviews of its effectiveness. Nonetheless, good progress had been made

in a number of key areas including:

• bringing in a new Independent Non-executive Director and appointing new Committee chairs and a female SID;

• developing the skills matrix by adding more categories and nuance to the scoring system;

• introducing more effective risk management practices, creating a risk register and appointing a senior executive with overall responsibility for

risk; appointing an Acting Chief Marketing Officer to build relationships with managers and report to the Board on sales and marketing; and

• improvements in the quality of the information provided to Independent Non-executive Directors prior to meetings.

Beyond this, the Board continues to build on its strengths, among them capable and highly experienced Independent Non-executive Directors who

provide a good balance of support and challenge; committed Executives who are doing all in their power to keep the business running smoothly;

and a strong sense of common purpose and determination to do the best for organisation and its employees, come what may. For the time being,

the war is continuing to impose significant limitations on the Board’s ability to move forward in several important areas. However, given the hope

that it will come to an end in 2025, Independent Non-executive Directors and Executives should prepare to take action where they can.

The need to recruit more Independent Non-executive Directors to rebalance the Board’s composition was noted, to make it more diverse in terms

of gender and ethnicity. It is equally important to fill the Chief Executive Officer role. Beyond this, there is a more general requirement to add

capacity to the senior management team, including by appointing a Chief Operating Officer and if possible, a Chief Sustainability Officer. There is

also the potential to create more development opportunities and clearer career paths for those capable of rising to the top.

As well as strengthening the leadership of the organisation, there is a growing need to put in place a strategic plan for when hostilities cease,

including identifying ways to draw in new investment; putting in place a roadmap for returning to full capacity and re-establishing commercially

based decision-making when the time is right. Aside from this, there is scope to further embed risk management practices across the business and

oversee the implementation of the new reporting requirements on risk set out in the recent changes to the Corporate Governance Code. One

further suggestion is to review the assumptions underpinning the Risk Register in the light of the current situation, so as to introduce more nuance,

rather than scoring everything as high risk.

One further area where improvements can be made relatively easily is in how the Board and senior executive team communicate with the rest of the

organisation. In particular, senior leaders could look for more ways to provide feedback and encouragement to employees and celebrate successes.

In response to the main recommendations of the evaluation report, the Board has agreed that the following key areas for focus in 2025:

KEY AREAS FOR FOCUS IN 2025

Area Actions to be taken

Board composition • Proceed with plans to appoint a new Independent Non-executive Director ideally with Finance and

accountancy skills to add weight to the Audit Committee and, when the war in Ukraine ends,

continue the search for an Independent Non-executive Director to rebalance the gender and

ethnicity profile of the Board.

Succession planning • Agree criteria and timing of a search for a CEO, so the interim Executive Chair can step back from

the day-to-day running of the business.

• Continue with sound succession planning within the business and senior management including

diversity requirements.

• Introduce more clearly defined development opportunities and career pathways, with the aim of

creating a talent pipeline for those with the capacity to rise to senior leadership positions in the future.

Balanced skill set • Continue to ensure that Non-executive Directors bring the right skill set and to balance the workload

of the Board Committees, planning early for future skills and experience for Board succession.

Enhance workforce engagement • Continue to explore different ways to further enhance workforce engagement and bring findings

into the Boardroom and to monitor culture and values in the organisation.

Board efficiency and processes • Continue to plan the agenda, allowing appropriate time for the most important topics.

• Consider an agenda slot at the end of some Board meetings for a wash-up session focusing on what

went well and what could have gone better.

• Consider a lessons learned exercise for the Board as well as a deep dive.

Corporate resourcing • Ensure bolstered resourcing for Secretariat.

Ferrexpo plc

Annual Report & Accounts 2024

116

Corporate Governance Report continued

TRAINING AND PROFESSIONAL

DEVELOPMENT

The interim Executive Chair is responsible

for agreeing training and development

requirements with each Director to ensure

they have the necessary skills and knowledge

to continue to contribute effectively to the

Board’s discussions. All Directors receive

updates given to the Board as a whole on

changes and proposed changes in laws and

regulations affecting the Group, as and when

necessary. The Group Company Secretary also

provides regular updates to the Board and

its Committees on regulatory and corporate

governance matters. The aim of the training

sessions is to refresh and expand the Board’s

knowledge and skills.

Usually, site visits are held for the whole Board

annually, so as to ensure that all Directors

are familiar with the Group’s operations, and

Directors may also visit the operations of the

Group independently to the extent they feel

this is necessary. Due to the ongoing conflict

in Ukraine, the physical Board site visit was

cancelled and replaced with a virtual site visit,

as set out on page 113.

All Directors may take independent

professional advice at the expense of the

Company in the furtherance of their duties.

Board Training and Development

INDUCTION

Following appointment, all Directors are

advised of their duties, responsibilities and

liabilities as a director of a public listed

company. In addition, an appropriate induction

programme is provided to each Director upon

appointment, taking into consideration the

individual qualifications, experience and

knowledge of the Director.

Induction training includes meeting senior

executives of the Executive Committee, a

detailed and structured site visit (or alternative

arrangements, where required as a result of

the ongoing conflict in Ukraine), meeting the

Group Company Secretary, necessary training

on corporate governance aspects, and

receiving various key Company documentation

and reports.

Strategic Report Financial Statements

117

Corporate Governance

FEBRUARY

• Considered assumptions used for the going

concern and viability assessments and

impairment testing, including those used for

the sensitivities and reverse stress tests.

• Received an update on the progress of the

2023 audit and analysed further work

required.

• Considered the draft Annual Report and

Accounts for 2023.

• Reviewed the questionnaire to be used to

assess the external auditor’s performance.

• Reviewed Compliance Report including

whistleblowing cases.

• Reviewed the Group’s risk matrix and register.

• Reviewed an update on the Directors’

Interests list.

• Received an update on Audit Reform.

• Received an update on the FRC’s Audit

Committee Minimum Standard consultation.

MARCH

• Received the report of the auditors to the

Committee.

• Reviewed the letter of representation.

• Reviewed the Audit Opinion.

• Reviewed the auditor’s Letter of

Independence.

• Reviewed the 2023 Annual Report and

Accounts.

• Reviewed the outcome of the going concern

assessment and impairment test.

• Considered the going concern and viability

statements.

• Discussed identified material uncertainties

and assessment of mitigating actions.

• Reviewed the Audit Committee Report.

• Update on audit partner rotation handover.

• Reviewed the auditor’s 2023 performance

(Statutory Audit Service Order) – analysis

of scores.

• Reviewed the Compliance Report, including

whistleblowing cases.

• Reviewed the Group’s risk matrix and register.

• Held a private meeting with the auditors.

MAY

• Received an update on 2023 audit follow up

matters, including management letter points.

• Reviewed the auditor’s 2023 performance

(Statutory Audit Service Order), including

detailed analysis of final scores.

• Reviewed 2024 audit planning, including key

dates and preliminary audit plan.

• Reviewed an update on 2023

recommendations from internal audit.

• Received an update on Audit Reform.

• Discussed the progress regarding the risk

assurance map

• Reviewed a Compliance Report, including

whistleblowing cases.

• Reviewed the Group’s risk matrix and register.

• Reviewed an update on Directors’ Interests

list.

• Received an update on the FRC’s Audit

Committee Minimum Standards.

KEY ACTIVITIES OF THE COMMITTEE IN 2024

Key activities of the Audit Committee during 2024 are set out below.

Focused on management’s going concern

assessment while continuing to monitor

the integrity of the financial results.

DEAR SHAREHOLDER,

On behalf of the Board, I am pleased to

present the Audit Committee Report for

the financial year ending 31 December

2024. The aim of this report is to provide

shareholders with insight into key areas that

have been considered, how the Committee

has discharged its responsibilities and lastly to

provide assurance on the integrity of the 2024

Annual Report and Accounts.

The situation for the Group during the financial

year 2024 continued to be strongly influenced

by the ongoing war in Ukraine, which also led

to a significantly increased involvement of the

Committee to timely identify and analyse the

additional risks in this unprecedented period

for the Group.

The matters requiring increased involvement

of the Committee were primarily the

assessment of the Group’s going concern

and viability in light of the existing material

uncertainties, but also the considerations

required when preparing the Group’s

impairment test for its non-current operating

assets as well as the escalation of a number

of legal matters, including events after the

reporting period, to be considered as a result

of the current political environment in Ukraine.

The Committee agenda focuses on audit,

compliance and risk management within

the Group, working closely with finance,

and management as well as with internal

and external auditors. During the year, the

Committee has robustly assessed the principal

and emerging risks facing the business. The

Committee throughout the year took into

account the regular financial and internal audit

reports made available to the Board, as well as

regularly discussing issues with management

and the external auditors.

As already disclosed for the Group Annual

Report and Accounts for the previous financial

years , a critical area of focus for the Committee

has been the going concern assessment itself

and consequently the consideration of the

preparation of the consolidated accounts on a

going concern basis, considering the ongoing

war in Ukraine and the circumstances under

which the Group has to operate, including the

current political environment and the fragile

legal system in Ukraine. As at the date of the

approval of these Consolidated Financial

Statements, the war in Ukraine is still ongoing.

Although the Group continued to demonstrate a

high level of commitment and resilience enabling

it to operate at a steady, but still lower capacity,

the war continues to pose a significant threat

to the Group’s mining, processing and logistics

operations within Ukraine and represents a

material uncertainty in terms of the Group’s

ability to continue as a going concern.

In addition to the war-related material

uncertainty, the Group is also exposed to the

risks associated with operating in challenging

environment in Ukraine, which may or may not

be exacerbated by the war and/or the current

circumstances facing Mr Zhevago (see Ukraine

Scheduled meetings

Committee member

Eligible

to attend Attended

Stuart Brown 5 5

Vitalii Lisovenko 5 4

Natalie Polischuk 5 5

Membership and

meeting attendance

Stuart Brown

Chair of the Audit Committee

Ferrexpo plc

Annual Report & Accounts 2024

118

Audit Committee Report

KEY ACTIVITIES OF THE COMMITTEE IN 2024

Key activities of the Audit Committee during 2024 are set out below.

country risk on page 86). As a result, the Group

is exposed to a number of risk areas that are

heightened compared to those expected in a

developed economy, such as an environment

of political, fiscal and legal uncertainties, which

represents another material uncertainty as at

the date of the approval of these consolidated

financial statements. As for the year-end 2024,

the Committee had to address and assess

the risks related to a contested sureties claim

in the amount of UAH4,727 million (US$112

million as at 31 December 2024) and a claim

in relation to an accused illegal mining and

selling subsoil (minerals other than iron ore) in

the amount of UAH157 billion (approximately

US$3.8 billion as at 14 March 2025. An

unfavourable outcome in these two cases

might affect the Group’s ability to continue

as a going concern. In addition to the claim

in relation to the accused illegal mining and

selling of subsoil, there are a number of events

after the reporting period to be assessed by

the management and the Committee. See

Note 35 Events after the reporting periods for

details of significant judgement to be made,

also in terms of the Group’s ability to continue

as a going concern. Further information is also

provided in Note 2 Basis of preparation and

Note 30 Commitments, contingencies and

legal disputes.

As a result of the ongoing war, the local audit

team in Ukraine could not be on-site and

the required audit procedures have been

performed remotely as it was done already for

the 2023 and 2022 year-end audits. In terms

of the audits on Group level, our external

auditor MHA was on-site at our office in Baar

and was able to complete its annual audit

procedures for the preliminary and year-end

audits as planned. Likewise, the Committee

has been able to physically meet with both

management and the audit partners of MHA

involved in the audit. The current situation in

Ukraine required additional work from our

external auditors, primarily in terms of the

material uncertainty surrounding the Group’s

going concern and viability assessment mainly

in light of the ongoing war, but also in relation

to the escalation of the number of legal

proceedings and disputes, including a number

of events after the reporting period, mainly

due to current political environment in Ukraine,

which is also affected by continued Martial Law

in Ukraine.

During the year, the Committee reviewed

evolving corporate governance and reporting

requirements, particularly relating to ESG

assurance and non-financial reporting.

Additionally, time was spent preparing for the

long-awaited corporate governance changes.

Audit reform has been a standing agenda

item for a long time. Although the Government

withdrew the secondary legislation establishing

some of these arrangements, they remain

committed to plans to establish ARGA (the

Audit, Reporting and Governance Authority)

as successor to the Financial Reporting Council

(“FRC”). Accordingly, Audit reform will remain

a standing agenda item for 2025

The Committee also continued to consider

the evolving risk management and internal

control landscape due to enhancements made

to reporting requirements, particularly the

future impact of the updated Provision 29 of

the UK Corporate Governance Code.

Increased TCFD disclosure requirements

were also a focus for the Committee and

environmental consultants Ricardo plc were

involved to assist in enhancing the Group’s

existing climate change reporting, scenario

analysis and potential pathways to Net

Zero iron ore pellet production. Through

this work, Ricardo plc’s analysis has helped

to enhance the Group’s carbon reduction

targets, as announced in the Group’s Climate

Change Report in December 2024. However,

considering the current situation in Ukraine

and the challenging circumstances that are

both outside of our control, the Group may

need to revise its 2030 CO

emissions targets,

however, the 2050 Net Zero pathway, based

on current modelling, remains in tact.

In 2024 the Group published its second

Climate Change Report, which summarises

our work and efforts during the financial year

2024 to deepen our understanding of climate-

related risks and opportunities in relation to

the Group’s ongoing commitment to reduce

carbon emission. This includes our efforts

to decarbonise, our approach to managing

climate risks and opportunities, monitoring

regulatory developments, and the impact of

the war on our Net Zero pathway. A Climate

Change Report case study is provided in this

report on pages 52 to 53.

Detailed below is further information on

the role, structure and key activities of the

Committee and significant judgements it has

considered and assessed in 2024. I hope this

additional information about the Committee

and its activities is useful.

For the 2024 Annual Report and Accounts,

we also engaged our auditors to perform a

limited assurance on certain non-financial

reporting criteria.

This engagement was in accordance with the

requirements of the International Standard

on Assurance Engagements ISAE (UK) 3000

Assurance Engagements and complied with

the independence requirements of the FRC’s

Ethical Standard and the ICAEW Code of

Ethics and applied the International Standard

on Quality Management (UK) 1 (“ISQM (UK) 1”),

issued by the Financial Reporting Council,

and maintained а comprehensive system of

JULY

• Presentation and review of half-year accounts.

• Reviewed the going concern assessment and

impairment test.

• Considered the going concern statement.

• Received auditor’s Review Report to the Audit

Committee.

• Received an update on proposed Audit

Reform.

• Received an update on Cyber Security and IT

Security audit with proposed actions.

• Received an update on the ESG disclosure

audit.

• Reviewed the Group’s risk matrix and register.

• Reviewed the Directors’ Interests list.

• Reviewed a Compliance Report, including

whistleblowing cases.

• Received an update on the FRC’s Audit

Committee Minimum Standards.

NOVEMBER

• Received an update on the regulatory

reporting landscape, covering TCFD, CSRD and

ESG double materiality reporting.

• Received an update on the assurance of ESG

metrics in preparation for CSRD reporting.

• Received a report on the outcome of the 2023

internal audit plan.

• Received a progress update on the 2024

internal audit matters.

• Reviewed the preliminary internal audit plan

for 2025.

• Considered the Group’s work plan for the

2024 year end closing.

• Considered a report from the external

auditors on progress of the preliminary audit

for 2024.

• Reviewed an external audit planning report.

• Received an update on the planned process

for the viability and going concern assessment.

• Received an update on proposed Audit Reform.

• Received an update on the 2024 Corporate

Governance Code.

• Received an update on the FRC’s Audit

Committee Minimum Standards.

• Reviewed a Compliance Report, including

whistleblowing cases.

• Reviewed the Directors’ Interests list.

• Reviewed the Group’s risk matrix and register.

• Reviewed the Audit Committee 2025 Forward

Planner.

Strategic Report Financial Statements

119

Corporate Governance

quality including documented policies and

procedures regarding compliance with ethical

requirements, professional standards and

applicable legal and regulatory requirements.

Limited assurance was conducted for the

following ten reporting criteria, an increase

from the three reporting criteria in the

previous year:

• Scope 1 emissions on an absolute basis;

• Scope 2 emissions on an absolute basis;

• Scope 3 emissions on an absolute basis;

• LТIFR (Lost-time Injury Frequency Rate);

• total health and safety inspection in the

year;

• total training hours for employees in

operations in safety, technical and

functional skills;

• total number of employees who have annual

training and development reviews;

• total number of employees who underwent

safety skills or other functional training;

• number of women as а proportion of the

workforce; and

• number of female managers percentage of

total managers (grade 10 and above).

The annual Board Effectiveness evaluation was

conducted externally this year, which assessed

our performance as a Committee. I am pleased

that this concluded that the Committee

operates effectively and that the Board takes

assurance from the quality of our work.

I would like to thank the members of

the Committee, the Management team,

Internal Audit and MHA for their continued

commitment throughout the year, for the

transparent discussions that take place during

the meetings and for the contribution they all

provide in support of the Committee’s work.

Stuart Brown

Chair of the Audit Committee

ROLE OF THE COMMITTEE

The Committee’s objectives and

responsibilities are set out in its terms of

reference which are available to view on the

Company’s website at www.ferrexpo.com.

The Committee’s main responsibilities are:

• Monitoring the integrity of the annual and

interim financial statements and the

accompanying reports to shareholders.

• Making recommendations to the Board

concerning the approval of the annual and

interim financial statements.

• Reviewing and monitoring the adequacy

and effectiveness of the Group’s risk

management framework and internal

control system as well as in terms of the

disclosures on the Group’s Principal Risks

as contained on pages 84 to 94.

• Approving the terms of reference of the

internal audit function and assessing its

effectiveness.

• Approving the internal audit plan and

receiving regular reports from the Group’s

Head of Internal Audit.

• Overseeing the Group’s relations with the

external auditor, including an assessment

of their independence, effectiveness and

objectivity.

• Overseeing completion of the Group’s going

concern and viability assessment and

statements and the conclusions thereon.

• Reviewing and monitoring the Group’s

whistleblowing procedures and the Group’s

systems and controls for the prevention of

bribery and corruption.

During the year ended 31 December 2024, the

Committee ensured that it has had oversight

of all these areas listed above. The Board also

asked the Committee to advise it as to

whether the Annual Report and Accounts are

fair, balanced and understandable and provide

the information necessary for shareholders to

assess the Group’s position, performance,

business model and strategy.

COMMITTEE MEMBERSHIP

AND ATTENDANCE

On 1 January 2024 Stuart Brown was

appointed Chair of the Committee.

As at the year end, the Committee comprised

three Independent Non-executive Directors:

• Stuart Brown (Chair of the Committee);

• Vitalii Lisovenko; and

• Natalie Polischuk.

On 11 January 2025, Natalie Polischuk

resigned from the Board of Ferrexpo with

immediate effect and Fiona MacAulay, Senior

Independent Non-executive Director, has

been appointed as a member of the Audit

Committee on an interim basis.

In addition to the five meetings held in 2024,

the Audit Committee has met twice to date

in 2025. All members of the Committee are

considered to possess appropriate knowledge

and skills relevant to the activities of the

Group, and Stuart Brown has recent and

relevant financial experience. See page 103 of

the Corporate Governance section regarding

his skills, expertise and contributions.

In addition to its members, other individuals

and external advisers, and the Executive

Chair of the Board, may be invited to attend

meetings of the Committee at the request

of the Committee Chair. Regular attendees

at meetings include the Chief Financial

Officer, Group Financial Controller, Group

Company Secretary and audit partners of

our external auditor MHA. The Committee

has an opportunity to meet with the

external auditors at the end of its scheduled

meetings, without the Executive Directors or

management being present.

Ferrexpo plc

Annual Report & Accounts 2024

120

Audit Committee Report continued

SIGNIFICANT ISSUES AND JUDGEMENTS

The significant issues and judgements considered by the Committee in respect of the 2024 Annual Report and Accounts are set out below:

Judgements/actions taken

GOING CONCERN CONSIDERATIONS

The war in Ukraine is still ongoing and the Group continued to demonstrate its resilience and flexibility from an operating perspective, although the

ongoing war continues to affect its financial results. The situation in Ukraine is unpredictable and continues to require the Group to be extremely

flexible, as mining operations and production have to be adapted to the prevailing conditions. Regaining access to Ukrainian Black Sea ports enabled the

Group to expand its sales activities and increase its production to the highest level since the full-scale invasion of Ukraine in February 2022.

The challenging and unpredictable environment in which the Group has been operating since the beginning of the invasion and the ongoing war, whose

duration and impact on the Group’s activities in future periods are difficult to predict, continues to represent a material uncertainty in terms of the

Group’s ability to continue as a going concern.

The war-related material uncertainty is predominantly related to on a constant power supply in Ukraine, which was affected during 2024 by Russian

attacks on power generation and transmission infrastructure in Ukraine, which has, together with higher than expected prices for input material,

especially for electricity imported from EU countries, had an impact on the Group’s cash flow generation and profitability.

The Group’s net cash position decreased from US$108 million at the beginning of the year to US$ 101 million as at 31 December 2024. As at the date

of the approval of these Consolidated Financial Statements, the Group is in a net cash position of approximately US$41 million with an available

cash balance of approximately US$45 million. In addition to the available cash balance, the Group has an outstanding trade receivable balance of

approximately US$43 million from its pellet and concentrate sales in January and February 2025, which are expected to be collected in the next months.

In addition to the war related uncertainties, the Group is exposed to a number of risk areas that are heightened compared to those expected in a

developed economy, such as an environment of political, fiscal and legal uncertainties, which require a significant portion of critical judgements to be made

by the management, mainly in respect of a contested sureties claim in the amount of UAH4,727 million (US$112 million as at 31 December 2024) and a

claim in the amount of UAH157 billion (approximately US$3.8 billion) in favour of the Ukrainian state related to alleged illegal mining and selling of subsoil

(minerals other than iron ore). See Note 30 Commitments, contingencies and legal disputes to the Consolidated Financial Statements for further details.

The Audit Committee has reviewed:

• the key assumptions used for the Group’s long-term model, which forms the basis for the management’s going concern assessment;

• the sensitivities prepared for reasonable adverse changes and available mitigating actions under control of the Group, if needed;. the reverse

stress tests performed for more severe adverse changes;

• the legal merits in terms of the ongoing legal disputes mentioned above and potential future actions available to protect the interests of the

Group;

• management’s assessment of the impact of the war and ongoing legal actions in Ukraine on the Group’s going concern and viability; and

• management’s assessment of a number of events after the reporting period with regard to their treatment as adjusting or non-adjusting post

balance sheet events from an accounting perspective.

The Committee concurs with management’s conclusion that, notwithstanding all of the available mitigating actions, a material uncertainty in respect of

the ongoing war and the legal disputes, including events after the reporting period, still remains as some of the identified uncertainties are outside of

Group Management’s control. See Note 2 Basis of preparation to the Consolidated Financial Statements on pages 178 to 181 and the Viability Statement

on pages 95 to 96 for further information.

The Group’s Principal Risks section on pages 84 to 94 provided further information on the Ukrainian country risk to which the Group is seriously

exposed, including the conflict risk and the risks related to operating in a challenging environment in Ukraine.

Strategic Report Financial Statements

121

Corporate Governance

Judgements/actions taken

IMPAIRMENT CONSIDERATIONS OF THE GROUP’S NON-CURRENT OPERATING ASSETS AS A RESULT OF THE ONGOING WAR

(NOTE 13 TO THE CONSOLIDATED FINANCIAL STATEMENTS)

As at the date of the approval of these consolidated financial statements, the war in Ukraine is still ongoing and the duration is difficult to predict.

During the financial year 2024, the Group continued to demonstrate resilience and flexibility from an operating perspective, although the ongoing war

continues to affect its financial results.

A number of significant judgements and estimates are used when preparing the Group’s financial long-term model, which are, together with the key

assumptions used, reviewed by the Audit Committee. The Group’s long-term model is based on management’s best estimate of reasonably conservative

key assumptions, which also take account of the current circumstances in which the Group has to operate.

According to the base case of the Group’s impairment test prepared for the 2024 year-end accounts, the value in use of the Group’s single cash-

generating unit’s operating non-current assets, including property, plant and equipment as well as other intangibles assets and other non-current

assets, was US$72 million below the carrying value of these assets, reflecting the impairment loss recorded in this amount as at 31 December 2024.

The Committee concurs with management’ conclusion that potential impact of the personal sanctions imposed on Mr. Zhevago after the reporting

period may have an impact on the Group’s future cash flow generation, which would in turn negatively impact the carrying value of the Group’s assets

in future periods. This event is treated as a non-adjusting post balance sheet event and Note 35 Events after the reporting period to the Consolidated

Financial Statements provides further information on the possible financial impact.

In addition, the Committee also concurs with management’s conclusion that, due to the lack of information available at the date of approval of these

consolidated financial statements, it is impossible to estimate the possible financial impact in future periods from a nationalisation of 49.5% of shares

in FPM and certain of its assets, and that the event is treated as a non-adjusting post balance sheet event as further disclosed in Note 35 Events after

the reporting period

The Committee is aware that the level of judgement significantly increased, compared to the years before the war commenced. Beside the normal

judgement in terms of production and sales volumes, anticipated prices for iron ore products and costs for input material, the outcome of the

impairment test is also heavily dependent on when the war is expected to end.

The Committee concurs with management’s conclusion on the impairment test prepared and the high sensitivity of potential adverse changes in key

assumptions on the value in use of the Group’s non-current operating assets. Detailed information on the sensitivities prepared are provided in Note 13

Property, plant and equipment to the Consolidated Financial Statements.

TAXATION IN GENERAL AND TAX LEGISLATION IN UKRAINE (NOTE 11 TO THE CONSOLIDATED FINANCIAL STATEMENTS)

The Group operates across a number of jurisdictions through its value chain, and prices its sales between its subsidiaries using international benchmark

prices for comparable products covering product quality and applicable freight costs. The Group judges these to be on terms which comply with

applicable legislation in the jurisdictions in which the Group operates.

As disclosed in the Group Annual Report and Accounts for the 2023 financial year, the Group’s two major subsidiaries in Ukraine received tax audit

reports on completed tax audits stating potential claims for underpayment of corporate profit taxes in Ukraine of UAH2,162 million (US$51 million as at

31 December 2024), including fines and penalties, and UAH259 million (US$6 million as at 31 December 2023), respectively. Both subsidiaries filed the

objections against the potential claims stated in the tax audit reports received.

Despite the two claims received, it is still management’s view that the Group has complied with the applicable legal provisions in all its cross-border

transactions based on the relevant technical grounds, including those during the financial years 2015 to 2017 for which substantial claims have been

received.

Having considered the background of the claims, the Committee shares management’s view that the Group has complied with applicable legislation for

its cross-border transactions based on the relevant technical grounds. As a consequence, no specific provisions have been recognised as at 31 December

2024 for the two claims received, as these claims will still have to be heard by the courts in Ukraine. However, the Committee is aware that there is a risk

that the independence of the judicial system and its immunity from economic and political influences in Ukraine is not upheld and, if so, the Group could

be subject to material financial exposures relating to the claims received and potential claims from future tax audits.

Ferrexpo plc

Annual Report & Accounts 2024

122

Audit Committee Report continued

Judgements/actions taken

COMPLETENESS OF CONTINGENCIES AND LEGAL DISPUTES (NOTE 30 TO THE CONSOLIDATED FINANCIAL STATEMENTS)

The Committee is aware that the Group is, in addition to the war-related uncertainties, also exposed to the risks associated with operating in a

challenging environment in Ukraine, which may or may not be exacerbated by the war and/or the current circumstances facing Mr Zhevago. As a result,

the Group is exposed to a number of risk areas that are heightened compared to those expected in a developed economy, including an environment of

political, fiscal and legal uncertainties.

The Group is currently involved in several ongoing legal proceedings and disputes. Detailed information on the status and associated risks are disclosed

in Note 30 Commitments, contingencies and legal disputes to the Consolidated Financial Statements:

• civil claim for damages amounting to UAH157 billion (approximately US$3.8 billion as at 14 March 2025) in favour of the Ukrainian state related to alleged

illegal mining and selling of subsoil (minerals other than iron ore), which was received subsequent to the year-end 2024 and is related to investigations

that commenced in 2023;

• a claim in the amount of UAH4,727 million (US$112 million as at 31 December 2024) in respected of contested sureties;

• various share freezes in relation to claims from the Ukrainian Deposit Guarantee Fund (“DGF”), the National Bank of Ukraine (“NBU”) and the Bank F&C;

• share dispute related to the Group’s major subsidiary in Ukraine;

• royalty-related investigation and claim;

• currency control measures imposed in Ukraine;

• ecological claims; and

• cancellation of the mining licence for Galeschynske deposit.

As mentioned above, the Group is operating in a challenging environment in Ukraine and most of the matters to be considered by the Committee

are seen to be a result of operating in such an environment. The claims and court decision received are examples of operating a dynamic and adverse

political landscape in Ukraine, which creates additional challenges for the Group’s subsidiaries in Ukraine, but also for the Group itself.

As disclosed in Note 35 Events after the reporting period, there are a number of events after the reporting period, which had to be assessed by the

management and the Committee. The Committee concurs with management’s conclusion that these events are treated as non-adjusting post balance

sheet events from an accounting perspective as well as with the disclosure of the critical judgements made.

Following the thorough review of management’s position and independent legal advice received for the matters listed above, the Committee concluded

that the disclosures made in Note 30 Commitments, contingencies and legal disputes to the Consolidated Financial Statements provide an adequate

level of detail to allow the reader of the accounts to understand the potential consequences and the related exposure. The Committee also concurs with

management’s view that no additional provisions have to be recognised for other ongoing legal proceedings and disputes in the consolidated statement

of financial position as at 31 December 2024.

The Committee concurs with management’s conclusion that a material uncertainty in respect of the ongoing legal disputes still remains as some of the

identified uncertainties are outside of Group Management’s control. See Note 2 Basis of preparation to the Consolidated Financial Statements on pages

178 to 181 and the Viability Statement on pages 95 to 96 for further information.

EVENTS AFTER THE REPORTING PERIOD (NOTE 35 TO THE CONSOLIDATED FINANCIAL STATEMENTS)

The following event after the reporting period are summarised below.

As announced on 5 March 2025, the SBI also made a media statement that the Pecherskyi District Court of Kyiv has granted a request of the Prosecutor

General’s Office of Ukraine to transfer 49.5% of the corporate rights of FPM to Ukraine’s Asset Recovery and Management Agency (“ARMA”), together

with corporate rights in another 15 undisclosed legal entities. This transfer of corporate rights is in connection with on-going proceedings relating to Bank

F&C. Based on independent legal advice, the only purpose for which management of property may be transferred to the ARMA is for preservation of real

evidence relevant to a criminal proceeding.

On 20 February 2025, the State Bureau of Investigation (the “SBI”) made a media announcement regarding a potential claim to the High Anti-Corruption

Court of Ukraine (the “HACC”) to nationalise 49.5% of shares in FPM and certain of its assets. The SBI stated that it is working with the Ministry of Justice

of Ukraine to prepare the claim. As at the date of approval of these consolidated financial statements, FPM has not received a formal notification of such

claim.

On 12 February 2025, the Group became aware that the National Security and Defence Council of Ukraine (the “NSDC”) adopted the decision later

enacted by the Presidential Decree No. 81/2025, to impose personal special economic and other restrictive measures (“sanctions”) on certain individuals,

including Mr. Zhevago. These sanctions imposed on Mr. Zhevago are personal in nature and have not been imposed on Ferrexpo plc, Ferrexpo AG (“FAG”),

Ferrexpo Poltava Mining (“FPM”) or any other member of the Ferrexpo Group.

As announced on 4 February 2025, the Group’s subsidiary Ferrexpo Poltava Mining (“FPM”) has received a civil claim seeking joint liability of FPM and its

General Director for damages amounting to UAH157 billion (approximately US$3.8 billion as at 14 March 2025) in favour of the Ukrainian state.

The events after the reporting period had to be assessed by the management and the Committee when preparing the consolidated financial statements

for the year ended 31 December 2024. The primary focus was on the impact on the Group’s ability to continue as a going concern and on the Group’s

impairment test, but also in respect of the completeness of contingencies and legal disputes. Further information on the significant issues and

judgements considered by the Committee are provided in the sections above.

See also Note 2 Basis of preparation, Note 30 Commitments, contingencies and legal disputes and Note 35 Events after the reporting period to the

Consolidated Financial Statements for further details on the events listed above.

Strategic Report Financial Statements

123

Corporate Governance

INTERNAL CONTROL AND RISK

MANAGEMENT

INTERNAL CONTROLS – GENERAL

The Board, with assistance from the

Committee, regularly reviews the policies and

procedures making up the risk management

framework and internal control system, and

any significant matters reported by the

Executive Committee. The risk register is

considered at every scheduled Board and

Committee meeting, with specific risks

discussed in detail as and when required.

The Board has delegated its responsibility

for reviewing the effectiveness of the risk

management framework and internal control

system to the Committee. In making its

assessment, the Committee considers the

reporting provided to it during the year in

relation to internal control systems and

procedures, including the risk matrix and

investigations into specific areas of concern

if appropriate.

Key elements of the risk management

framework and internal control system include:

• The Group has in place a series of policies,

practices and controls in relation to the

financial reporting and consolidation

processes, which are designed to address

key financial reporting risks, including risks

arising from changes in the business or

accounting standards and to provide

assurance of the completeness and

accuracy of the content of the Annual

Report and Accounts.

• Regular review of risk and identification of

key risks at the Executive Committee which

are reviewed by the Committee and by the

Board.

• The Finance, Risk Management and

Compliance Committee (“FRMCC”), an

executive sub-committee, is charged, on

behalf of the Executive Committee or

Committee, as appropriate, with ensuring

that, inter alia, systems and procedures are

in place to comply with laws, regulations and

ethical standards. The Group Compliance

Officer attends FRMCC meetings for

compliance related matters, and, as

necessary, local compliance officers from

the Group’s operations attend and present

regular reports to ensure that the FRMCC is

given prior warning of regulatory changes

and their implications. The FRMCC enquires

into the ownership of potential suppliers

deemed to be “high risk”, and oversees the

management of conflicts of interests below

Board level and general compliance activities

(including under the UK Bribery Act, the

Modern Slavery Act, the Criminal Finances

Act, and the EU General Data Protection

Regulation). The FRMCC also reviews

financial information, management

accounts, taxation, cash management,

and the Group’s risk matrix and register,

including counterparty risk. The FRMCC

met nine times in 2024.

• Clearly defined organisational and reporting

structure and limits of authority for

transaction and investment decisions,

including any with related parties.

• Clearly defined processes for the review

and approval of related party listings and

appropriate review and approval of

transactions from the Committee of

Independent Directors and the Executive

Related Party Matters Committee

(“ERPMC”). Additional procedures are in

place locally to ensure the completeness

and the arm’s length nature of related party

transactions, such as background checks

and tender processes. The ERPMC met

nine times in 2024 and decisions taken in

between regular ERPMC meetings were

taken by written resolution.

• Clearly defined information and financial

reporting systems, including regular

forecasts and an annual budgeting process

with reporting against key financial and

operational milestones.

• Investment appraisal underpinned by the

budgetary process, where capital

expenditure limits are applied to delegated

authority limits.

• The Investment Committee (an executive

sub-committee) meets as required in

order to consider and approve capital

expenditures within limits delegated by

the Executive Committee and the Board.

However, since the start of the war in

Ukraine, the monthly meetings of the

Investment Committee ceased as there

was relatively little capital expenditure. The

meetings resumed in September 2024 to

enhance the process of investment decision

and evaluation. The Committee met three

times in 2024.

• A budgetary process and authorisation

levels to regulate capital expenditure. For

expenditure beyond specified levels,

detailed written proposals are submitted to

the Investment Committee and Executive

Committee and then, if necessary, to the

Board for approval.

• Clearly defined Treasury Policy (details

of which are given in Note 27 Financial

instruments to the Consolidated Financial

Statements on pages 212 to 219), which

is monitored and applied in accordance

with pre-set limits for investment and

management of the Group’s liquid

resources, including a separate treasury

function.

• Internal audit by our in-house audit team

based in Ukraine (see below), which

monitors, tests and improves internal

controls operating within the Group at all

levels and reports directly to the Chair of

the Committee, and to the Group CFO for

line management purposes.

• A Group accounting manual is used by the

finance teams throughout the Group, which

ensures that information is gathered and

presented in a consistent way that facilitates

the production of the Consolidated Financial

Statements.

• A framework of transaction and entity-level

controls to prevent and detect material

error and loss.

• Anti-fraud measures through an internal

security department operating in the

Company’s key operating subsidiaries.

• A whistleblowing policy is in place under

which staff may in confidence, via an

independent, secure website, raise concerns

about financial or other impropriety, which

are followed up by Internal Audit and

reported on to the Board.

The Committee and the Board continued to

review ongoing litigation affecting the Group

throughout the year (see Note 30

Commitments, contingencies and legal

disputes to the Consolidated Financial

Statements on pages 221 to 226), and received

regular update reports and presentations from

legal counsel.

Full details of the Group’s policy on credit,

liquidity and market risks and associated

uncertainties are set out in Note 27 Financial

instruments to the Consolidated Financial

Statements on pages 212 to 219. See also the

Principal Risks section of the Strategic Report

on page 86.

INTERNAL AUDIT

The internal audit function has a Group-wide

remit, and the Head of Internal Audit, who has

significant mining experience; reports directly

to the Chair of the Committee and to the

Group CFO.

The Committee reviews at least annually the

effectiveness of the internal audit function by

assessing outcomes against plan targets, and

is satisfied, following its 2024 assessment,

with the rigour of the internal audits and with

management’s response to the audit findings

and recommendations. The resources of

internal audit are also monitored to ensure

appropriate expertise and experience. An

Internal Audit plan for 2025 was approved by

the Committee in November 2024.

The Internal Audit plan for 2024 was approved

by the Audit Committee. The full scope audits

focused on Group Compliance Audit, Group

Sales Audit, Outbound Logistics Audits for

FPM and FYM and Fuel Management Audits

for FPM and FYM, as well as audits in respect

of CSR and Donations and IT Policies. A

limited scope review of Diversity, Equity and

Inclusion in Ukraine. The Committee received

a report from the Head of Internal Audit twice

during the year, and reviewed the progress

of the Internal Audit plan with the external

auditors and the Head of Internal Audit. The

reports include the Head of Internal Audit’s

assessment of the operation and effectiveness

of relevant elements of the Company’s

internal control systems, and formed part

of the Committee’s ongoing monitoring and

assessment of such systems.

Ferrexpo plc

Annual Report & Accounts 2024

124

Audit Committee Report continued

EXTERNAL AUDITOR

The Committee has primary responsibility

for overseeing the relationship with the

external auditors, including assessing their

performance, effectiveness and independence

annually, and making a recommendation to

the Board in respect of their reappointment or

removal.

Audit firm, MHA LLP were appointed in July

2019 with lead audit partner Rakesh Shaunak

in post since the start of the 2019/20 audit

to 2023/24. The current lead audit partner is

Andrew Moyser in post from the start of the

2024/25 audit.

PARTNER ROTATION

Rakesh Shunak had been lead audit partner

since the start of the 2019 audit. At the end

of the 2023 audit Rakesh Shunak had been

in post for five years, meeting the term limit

according to the Auditing Practices Board’s

Ethical Standards. Following the completion

of the 2023 audit in 2024, Rakesh Shunak

was replaced by Andrew Moyser as lead

audit partner.

EXTERNAL AUDIT

AUDITOR INDEPENDENCE AND

ASSESSMENT OF AUDIT PROCESS

EFFECTIVENESS

The Audit Committee and the Board place

great emphasis on the independence and

objectivity of the Company’s external auditors

when performing their role in the Company’s

reporting to shareholders.

The effectiveness of the audit process and

the overall performance, independence

and objectivity of the external auditors are

reviewed annually at the end of the annual

reporting cycle by the Committee, taking

into account the views of management. This

review is undertaken through a structured

questionnaire, assessing the auditor’s

performance under various headings: the

robustness of the audit, the quality of delivery,

the calibre of the audit team and value added

advice. The results of the survey indicated that,

overall, the external auditor’s performance was

considered very good by the respondents with

significant improvement in the scores from

respondents in Ukraine. A couple of areas for

improvement were noted but none impacted

on the effectiveness of the audit. The outcome

of the 2024 review in respect of the 2023

Annual Report and Accounts was discussed

with the relevant partners of MHA.

The auditors also provide to the Committee

information about policies and processes

for maintaining independence and

monitoring compliance with relevant current

requirements, including those regarding

the rotation of audit partners and staff, and

the level of fees that the Company pays in

proportion to the overall fee income of the

firm. The Committee concluded that the

auditors are providing the required quality

in relation to the audit and that they have

constructively challenged management where

appropriate.

Taking into account the review of

independence and performance of

the external auditor, the Committee

has recommended to the Board the

reappointment of MHA. Resolutions

reappointing MHA as external auditor and

authorising the Directors to set the auditor’s

will be proposed at the 2025 AGM. The

Company notes that as of the end of the

financial year 2024, the Company has engaged

MHA as external auditor for six consecutive

financial years. In light of the material

uncertainty related to the ongoing war in

Ukraine, the Committee does not consider it

to be the right time, or in the best interests

of the Company’s shareholders, to conduct a

competitive tender process for the external

audit. The Company proposes that it will next

complete a competitive tender process during

financial year 2027, subject to the situation

in Ukraine having stabilised by that time. The

Committee will continue to keep this position

under review.

The Committee has complied with the

Statutory Audit Services Order issued by

the UK Competition and Markets Authority

Authority.

The Committee reviewed all the Standards set

out in the FRC’s Audit Committee Minimum

Standard as applicable. The Committee has

complied with the Audit Committees and the

External Audit: Minimum Standard published

by the FRC in May 2023 for the financial year

ended 31 December 2024.

There is regular open communication between

the Committee and the external auditor, and

the Committee met five times during the

year. The Committee meets regualry with the

external auditors without any representation

from management being present.

NON-AUDIT SERVICES

The Committee operates policies in respect

of the provision of non-audit services and

the employment of former employees of

the auditors. These policies ensure that the

external auditors are restricted to providing

only those services which do not compromise

their independence under applicable guidance

and the FRC’s Ethical Standards.

The policy on the provision of non-audit

services prohibits the use of the auditors

for the provision of transaction or payroll

accounting, outsourcing of internal audit

and valuation of material financial statement

amounts. Any assignment that is proposed

to be given to the auditors above a value of

US$20 thousand must first be approved

by the Committee (and the Committee is

routinely notified of all non-audit services).

Fees for audit-related and non-audit-related

services performed by the external auditors

during the financial years 2024 and 2023 are

shown in Note 7 Operating expenses to the

Consolidated Financial Statements on page

187. For the financial 2024, non-audit services

totalling US$138 thousand were performed

by MHA.

The total of audit-related assurance services

of US$309 thousand as at 31 December

2024 include US$132 thousand regarding

ESG-related disclosures in the Annual Report

and Accounts under International Standard

on Assurance Engagements ISAE (UK) 3000

(Revised) in respect of the process for reporting

of selected safety and emissions data.

FINANCIAL REPORTING

The Board has asked the Committee to

advise whether it considers the 2024 Annual

Report and Accounts, taken as a whole, to

be fair, balanced and understandable and

whether it provides the information necessary

for shareholders to assess the Company’s

position, performance, business model and

strategy.

In providing its advice, the Committee

noted that the factual content of the Annual

Report and Accounts has been carefully

checked internally, and that the document

has been reviewed by senior management

in order to ensure consistency and overall

balance. The Committee has also conducted

its own detailed review of the disclosures

in the Annual Report and Accounts, taking

into account its own knowledge of Group’s

strategy and performance, the consistency

between different sections of the report, the

accessibility of the structure and narrative of

the report, and the use of key performance

indicators.

The Committee is satisfied that, taken as a

whole, the 2024 Annual Report and Accounts

is fair, balanced and understandable and

that it provides the information necessary

for shareholders to assess the Company’s

position, performance, business model

and strategy, and has advised the Board

accordingly.

The Committee has also advised the Board

on the process which has been undertaken in

the year to support the Viability Statement

required under the UK Corporate Governance

Code. The Viability Statement is set out in

the Strategic Report on pages 95 to 96 and a

statement setting out the Board’s assessment

of the Company as a going concern is

contained in the Directors’ Report on pages

156 to 158 and Note 2 Basis of preparation

to the Consolidated Financial Statements on

pages 178 to 181.

WHISTLEBLOWING POLICY

In accordance with the UK Corporate

Governance Code, the Board is responsible

for reviewing the Company’s whistleblowing

arrangements, and receives regular

reports from the Audit Committee and

the Head of Internal Audit which detail any

new whistleblowing incidents and, where

appropriate, steps taken to investigate such

incidents.

Stuart Brown

Chair of the Audit Committee

18 March 2025

Strategic Report Financial Statements

125

Corporate Governance

DEAR SHAREHOLDER,

I am pleased to present the Nominations

Committee Report for 2024 and provide a

summary of the work that the Committee

completed in the reporting year. The role of

the Nominations Committee is to assist the

Board in regularly reviewing its composition

and those of its Committees, to lead the

process for Board appointments, and ensure

effective succession planning for the Board

and senior management. The key activities

undertaken in the year are described in more

detail in this report. The Committee’s terms of

reference are available to view online on the

Company’s website (www.ferrexpo.com).

In 2024, the Committee was formally

convened four times (2023: four) and

considered the following:

• training and developing needs to ensure

Board effectiveness;

• the composition and size of the Board, and

its Committees in order to maintain a diverse

Board with the appropriate mix of skills,

experience, independence and knowledge;

• the criteria for Non-executive and Executive

Director appointments;

• the required skills matrix for the

composition of the Board;

• the current and future leadership needs of

the organisation, including succession

planning for Executive Directors and Group

Executive Committee roles;

• the composition and diversity of the

Executive Committee and direct reports to

Executive Committee members;

• the engagement of executive search

agencies to assist with Board appointments;

• the recommendations of the Parker Review

relating to the appointment of ethnic

minority directors on Boards;

• recommendations to the Board in respect

of candidates for appointment as

Non-executive Directors;

• recommendation that the Board support

the election or re-election of each of the

directors standing at the Annual General

Meeting in 2024;

• actions to be taken in 2024 in support of

the achievement of the Group’s diversity

and inclusion goals; and

• the results of the Group’s annual talent

review and succession plans for business-

critical roles.

The Committee also agreed to undertake an

external performance evaluation for the year

to 31 December 2024 (for further information

see the Board’s Performance Evaluation on

pages 114 to 116). The Company will conduct

an internal performance evaluation in 2025.

On 11 January 2025, Natalie Polischuk stood

down for personal reasons from the Board as

an independent Non-executive Director and

as Chair of the Health, Safety, Environment

and Communities (“HSEC”) Committee, as

a member of the Audit Committee and as a

member of the Committee of Independent

Directors (“CID”). I would like to take this

opportunity to acknowledge and thank

Natalie for the contribution she made to the

work of the Board and the HSEC, Audit and

CID Committees while she served on them.

Following Natalie Polischuk’s departure,

recruitment has been prioritised to find a

suitable replacement. This search is at an

advanced stage and it is anticipated that

an appointment of an independent Non-

executive Director will be made in the near

future. In the interim, Ms Polischuk’s workload

on the Board will be undertaken by other

Board members.

Following Ms. Polischuk’s departure from the

Board in January 2025, the Board’s gender

diversity fell further below the 40% target set

by the FTSE Women Leaders Review. While

the Board remains committed to achieving this

benchmark, its immediate priority is ensuring

it has the right mix of skills, particularly sector

expertise and geopolitical experience, crucial

for navigating the ongoing crisis in Ukraine.

The Board expects that its current search

for Ms. Polischuk’s replacement will help it

restore gender balance on the Board but, while

recognising the Parker Review deadline of

31 December 2024 for FTSE 250 companies,

it has decided to defer the appointment of

a minority ethnic director until the situation

in Ukraine stabilises. Nonetheless, the Board

remains fully committed to broadening its

composition and will continue to focus on

meeting both gender and ethnic diversity

targets for UK-listed boards as part of the

Board’s refreshment programme.

In 2024, the Committee conducted a

comprehensive review of the Board’s

skills matrix to ensure it remains relevant

and aligned with the Company’s evolving

needs in guiding both the recruitment and

development of Board directors (for further

details, see the Board’s Skills Matrix on

page 101).

The Committee is chaired by Lucio Genovese.

The Committee consists of three Independent

Non-executive Directors and, by invitation, is

also attended by the Group Chief Human

Resources Officer.

Read the Committee’s full objectives and

responsibilities online:

www.ferrexpo.com/about-ferrexpo/

corporate-governance/board-committees/

Scheduled meetings

Committee member

Eligible

to attend Attended

Lucio Genovese 4 4

Vitalii Lisovenko 4 4

Fiona MacAulay 4 4

Membership and

meeting attendance

Lucio Genevese

Chair of the Nominations Committee

Ferrexpo plc

Annual Report & Accounts 2024

126

Nominations Committee Report

Following its review, the Committee identified

key areas requiring reinforcement and

launched a targeted search for candidates with

expertise in legal affairs and cybersecurity.

Given the escalating cyber threats arising

from the war in Ukraine and the complex

legal landscape the Company faces,

strengthening the Board in these areas is

essential. Additionally, the Board recognised

the need for candidates with deep sector

expertise and geopolitical experience which

are seen as critical attributes for steering

the Company through the ongoing crisis

in Ukraine. By proactively enhancing its

leadership with specialised knowledge, the

Board is ensuring it remains resilient, agile,

and well-prepared to navigate an increasingly

complex risk environment while safeguarding

the Company’s long-term strategic objectives.

This search remains a top priority, and an

appointment is expected soon.

The Group remains committed to fostering

equality of opportunity across its workforce,

regardless of gender, ethnicity, religion,

disability, age, or sexual orientation. To

support this commitment, the Group has

established formal policies that promote

inclusivity and equal access to career growth.

In support of this commitment, the Group

runs a variety of programmes designed to

foster workplace diversity, equity and inclusion

(“DEI”) and at the same time accelerate the

development of senior female managers and

encourage more women to pursue careers in

roles traditionally dominated by men within

Ferrexpo. These initiatives not only support

gender diversity within the Company but also

contribute to broader societal progress by

empowering women in Ukraine’s workforce.

Through training, mentorship, and career

development programmes, Ferrexpo is

actively helping to break barriers and create

opportunities for women, reinforcing its

role as a driver of gender equality and social

change in the region.

As a result of the Group’s DEI programme,

the Committee was pleased to note that in

2024, progress continued to be made towards

achieving gender balance across the Group.

The proportion of managerial roles held by

women rose from 22.3% in 2023 (87 female

managers) to 22.9% in 2024 (97 female

managers), with this upward trend expected

to continue into 2025, despite the war in

Ukraine. This trend means that the Group is

on track to achieve its published target of at

least 25% of managerial roles to be held by

women by 2030.

The Committee was pleased to note that,

despite the ongoing challenges posed by the

war in Ukraine, the representation of women

in the workforce continued to improve.

Below the managerial level, the percentage

of women increased from 30.9% in 2023

to 32.2% in 2024. Notably, while the overall

number of employees declined due to the

difficult circumstances, the number of

female employees rose from 2,130 in 2023

to 2,145 in 2024.

This upward trend reflects the Group’s

unwavering commitment to fostering a

more inclusive workplace, even in the face of

adversity. By actively promoting opportunities

for women across all levels of the organisation,

the Group is not only strengthening its

own workforce but also playing a vital role

in advancing gender equality in Ukraine’s

broader labour market.

As at 31 December 2024, the Committee

was composed of two Independent Non-

executive Directors, Vitalii Lisovenko and

Fiona MacAulay. I would like to thank the

members of the Committee for all their

work during the year.

Lucio Genovese

Chair of the Nominations Committee

18 March 2025

MEMBERSHIP AND MEETINGS

The Committee is chaired by Lucio Genovese

and as at 31 December 2024 its other

members were Vitalii Lisovenko and Fiona

MacAulay. A further review of Committee

membership will be conducted in 2025.

The Committee is required by its terms of

reference to meet at least once a year and

met on four scheduled occasions in 2024.

All meetings were held face-to-face. All Non-

executive Directors have a standing invitation

to attend all Committee meetings, with the

consent of the Committee Chair. In practice,

most Directors generally attend all meetings.

Discussions at the meetings covered the

responsibilities outlined earlier, with particular

focus on Board skills development and Non-

executive and Executive succession planning

and recruitment.

SUCCESSION PLANNING

AND RECRUITMENT

The Committee is responsible for overseeing

the composition, structure, and size of the

Board and its Committees, as well as the

appointment of Directors and executive

management. A key part of its mandate is

ensuring robust succession planning for

both the Board and other critical leadership

roles, securing the talent needed to drive the

organisation forward.

Beyond its governance responsibilities, the

Committee plays a vital role in upholding

the high standards of corporate governance

that stakeholders rightly expect. By carefully

planning for future recruitment, it ensures

the Board continues to have the right mix of

diversity, skills, and experience to execute the

Group’s strategy and drive long-term success.

In an evolving business landscape, especially

with the ongoing war in Ukraine, the

Committee remains proactive in identifying

and addressing leadership needs, ensuring

that the Board remains well-equipped to

navigate challenges, seize opportunities,

and deliver sustainable value. The roles of all

Directors are summarised on page 108.

In 2024, the Committee undertook a thorough

review of the Board’s Skills Matrix to ensure it

remains aligned with the Company’s evolving

needs. This review plays a crucial role in guiding

both the recruitment and development of

Board directors, ensuring the Board maintains

the expertise necessary to drive the company

forward (for further details, see the Board’s

Skills Matrix on page 101).

Additionally, the Board received in-

depth briefings on key developments in

corporate governance, including updates

to the UK Corporate Governance Code,

ESG considerations, and other emerging

governance trends. By staying informed

of these critical areas, the Board remains

well positioned to uphold best practices,

adapt to regulatory changes, and respond

proactively to shifts in the market.

Strategic Report Financial Statements

127

Corporate Governance

In 2024, the Committee played an important

role in the decision to extend Lucio Genovese’s

term as interim Executive Chair for another

year, recognising that his leadership

remains essential during this critical period.

Mr. Genovese initially assumed the role in

2023, following the resignation of the CEO,

Jim North, stepping in to provide stability

and strategic direction amid unprecedented

challenges. The Committee carefully evaluated

the timing of a formal CEO search and

determined that the ongoing war in Ukraine

continues to present significant obstacles

to attracting top-tier external candidates.

Given the complexities of operating in such

an environment, postponing the search until

the war ends remains the most prudent

course of action. As a result, the Committee

unanimously recommended that Mr. Genovese

continue leading the Group on an interim

basis. His deep industry expertise, proven

leadership, and in-depth understanding

of both the business and the geopolitical

landscape make him the best person to

steer the Company through this period of

uncertainty. His steady guidance ensures

continuity, resilience, and strategic focus,

positioning the Company for long-term

success once conditions allow for a permanent

CEO appointment.

Ms. Natalie Polischuk stepped down as an

independent Non-Executive Director in

January 2025. In response, the Committee

initiated a rigorous search process to identify

a suitable replacement, recognising the urgent

need to reinforce the Board’s expertise in key

areas. To assist with the search, the Committee

engaged Stonehaven International, a leading

global search firm accredited under the UK

Government’s Enhanced Code of Conduct

for Executive Search Firms and the Voluntary

Code of Conduct on diversity best practices.

Stonehaven has no other connection with the

Company.

Before commencing the search, the

Committee carefully defined the skills and

experience required for the role, emphasising

the need for candidates with legal expertise

and cybersecurity knowledge—two areas of

growing importance given the complex legal

challenges the Group is currently confronting,

and heightened cyber threats arising from

the war in Ukraine. Strengthening the Board’s

capabilities in these areas is essential to

safeguarding the Company’s operations

and ensuring robust risk management in an

increasingly volatile environment. In addition,

the Committee prioritised candidates with

deep sector expertise and geopolitical

experience, recognising that the war in

Ukraine continues to present unprecedented

challenges for the Group. Navigating this crisis

demands not only strong leadership but also

a profound understanding of the geopolitical

landscape, regulatory complexities, and

sector-specific risks. A director with this

specialised knowledge would be invaluable in

helping the Board make informed, strategic

decisions that support the Company’s long-

term resilience and stability.

Stonehaven compiled an initial list of potential

candidates, which was reviewed by the

Committee, and shortlisted candidates were

then interviewed by Committee members and,

where practical, other Board directors. The

search remains ongoing, but an appointment is

expected to be made soon, ensuring the Board

continues to have the right expertise to steer

the company through this challenging period.

When progressing recruitment, including

drawing up shortlists for prospective Board

members, the Board seeks to ensure that

a broad range of diverse candidates are

considered and will only engage executive

search consultants who have signed up to

the Voluntary Code of Conduct for executive

search firms. The final decision to make

appointments to the Board is, however, made

on merit against objective criteria, to ensure

that the strongest possible candidate for the

role is appointed. However, the Committee

will continue to ensure that the Diversity,

Equity and Inclusion policy is considered when

conducting all searches for Board positions

and will take account of the recommendations

of the Parker Review.

ELECTION AND RE-ELECTION

In accordance with the UK Corporate

Governance Code, all Directors will stand for

re-election by shareholders at the Company’s

AGM scheduled for May 2025. The range of

skills and experience offered by the current

Board is set out on pages 102 to 103. The

Committee and the Board consider the

performance of each of the Directors standing

for re-election to be fully satisfactory, with

each demonstrating commitment to their

respective roles. The Board, therefore, strongly

supports the re-election of all Directors and

recommends that shareholders vote in favour

of the relevant resolutions at the AGM.

BOARD DIVERSITY POLICY

The Board places great importance on having

an inclusive and diverse Board and workforce

and recognises the leadership role the Board

needs to play in creating an environment in

which all contributions are valued, different

perspectives are embraced, and so far

as possible biases are acknowledged and

mitigated. In support of this goal, the Board

adopted a DEI Policy in 2019 which is kept

under review by the Committee. The DEI Policy

aims to promote equality of opportunity

across the whole organisation, regardless of

gender, ethnicity, religion, disability, age or

sexual orientation as well as address gender

diversity imbalances in the workforce while

also delivering sustainable talent pipelines

for succession to senior leadership roles. The

Board shares ownership the DEI Policy with

the Executive Committee, and updates are

presented to the Board for review every six

months to assess progress against the targets

and enable adjustments to be made to the

programme where necessary. A summary of

the Board’s diversity information can be found

on page 107.

A key initiative in Ferrexpo’s work to foster

diversity, equity, and inclusion across the

organisation is the Fe_munity programme,

designed to accelerate the career growth of

senior female talent while addressing gender

biases that may hinder their professional

advancement. Although the 2024 edition of

the programme faced disruptions due to the

ongoing war in Ukraine – preventing external

facilitators from traveling – a mentorship

initiative was launched. Alumni from

previous Fe_munity cohorts stepped in to

mentor women identified for the postponed

programme, a practice that will now continue

alongside future Fe_munity cohorts and other

DEI-related initiatives in 2025.

Despite the challenges of war, 2024 saw

continued momentum in Ferrexpo’s DEI

initiatives. Regular talks were hosted by

senior female leaders from both inside and

outside the business, while the Fe_munity

Teens programme provided young people

with insights and mentorship modelled

on the full-scale Fe_munity experience.

This initiative is part of Ferrexpo’s broader

corporate social responsibility strategy,

which not only supports the advancement of

Ukrainian society but also encourages young

people to consider careers in the mining

industry. The Group received an external

award for this programme, being voted the

best social initiative for young people by

Delo UA, Ukraine’s leading online business

news platform.

In 2024, the Group also launched the Iron

Women initiative, strengthening outreach

within the local community by encouraging

local women to pursue careers in traditionally

male-dominated roles. Ferrexpo’s efforts to

promote gender diversity through training,

mentorship, and career development

initiatives not only drive gender balance within

Ferrexpo, but also contribute to broader

societal progress.

Ferrexpo was proud to be recognised

internationally in 2024, when Olena Neroda-

Nikolaichuk, a haul truck driver at the Yeristovo

mine, was honoured as one of the Top 100

Women in Mining at the prestigious awards

ceremony held in London in November. This

milestone marks a historic first – not only

for Ferrexpo but for Ukraine as a whole,

highlighting the country’s growing presence in

the global mining industry and the Company’s

dedication to advancing gender diversity.

In 2024, the Committee reviewed the talent

pipeline and succession plans for key business

roles, ensuring development strategies

addressed critical skill gaps. Priority was

given to securing succession coverage for

the Group CFO, Group CMO, and Group

Treasurer at the corporate level, as well as the

Production Director, Capital Construction

Director, and IT Director at the operational

level. Acknowledging that the war poses

a particular challenge to attract skills, the

Committee tasked the Chief Human Resources

Officer with formulating targeted succession

strategies to strengthen leadership continuity

in early 2025 for implementation in the latter

half of the year, ensuring sustained business

stability and growth.

Ferrexpo plc

Annual Report & Accounts 2024

128

Nominations Committee Report continued

BOARD DIVERSITY POLICY UPDATE

Board objective Progress in 2024

Foster a diverse and inclusive

workplace culture aligned

with the Company’s Values,

Purpose and Strategy

• Upgrading of facilities and access points continued at operations to enable accommodation of people with

disabilities, particularly considering veterans returning from the war with physical injuries.

• The Fe_munity Teens programme was run in the local community to foster the recruitment of young people into

the workforce.

• Unconscious bias training continued to be implemented for junior and middle managers at operations to enhance

diversity awareness at leadership levels.

• A returning Veterans’ Support Service was established to assist both employees and community members who

have sustained physical disabilities and psychological trauma from serving in the military.

Increase Board gender

diversity and women in

management below the

Board

• An update of the Board’s skills matrix was completed, highlighting gaps to inform current and future recruitment

to be progressed in 2025.

• A formal search was launched for an additional Non-executive Director to meet the FTSE Women Leaders Review

target and the requirements of the Parker Review.

• Initiatives in 2024 advanced women in leadership to 22.9% (97 female managers) (2023: 22.3% (87 female

managers)); the target for 2025 (towards the target of 25% by 2030) was set at 23.5% by the end of 2025.

• Total female representation as a percentage of the workforce is currently at 32.2% (2,145 female employees)

(2023: 30.9% (2,130 female employees).

• The Board reviewed the Group’s talent pipeline and succession plans for senior, business-critical leadership roles,

including identification of female candidates for accelerated development.

Monitor diversity programme

outcomes and make

adjustments to ensure overall

objectives are met

New and ongoing activities planned for 2025, subject to any restrictions imposed by the war in Ukraine, will include:

• Unconscious bias training for senior management.

• Science, technology, engineering and mathematics (“STEM”) ambassador visits to local schools and colleges.

• Breakfast with a senior women leader initiative to enhance mentorship of young women in the workforce.

• Establishment of two Employee Resource Groups to foster inclusion.

• Continuation of the Iron Women initiative to encourage female applicants for traditionally male-dominated roles.

• Fe_munity programme for potential women leaders at operations.

• Selection of bursary award school leavers.

• Teens Hub initiative to break down stereotypes regarding roles, provide career guidance, and address topics

relevant to young people.

WORKFORCE DIVERSITY

Ferrexpo’s policy is to employ a diverse

workforce and thought is given to recruit as

widely as possible, taking into account,

amongst other things, gender, race, social

background, education and disability. In 2019,

the Board set a diversity target of 25% women

in leadership to be achieved by 2030.

Achieving this target remains a challenge in

view of there being historically a very limited

number of female applicants for technical jobs

in the natural resources sector.

Gender diversity targets were included in

the Executive Business Scorecard for the first

time in 2021 to provide additional focus and

attention on the achievement of this strategic

imperative. A diversity target has again been

included in the scorecard for 2025 of 23.5%.

This target represents the appointment of an

additional three women in senior leadership

positions by the end of 2025.

Ferrexpo is committed to fostering an inclusive

workplace, proudly employing registered

disabled staff, who make up over 4% of our

Ukrainian workforce. This not only reflects

the diversity of the wider society but also

underscores our dedication to providing equal

opportunities beyond legal compliance.

Recognising the profound impact of the war,

Ferrexpo runs a Veterans Support Service

to assist both employees and community

members who have sustained physical

disabilities in service to their country. Through

tailored initiatives – including workplace

accommodations, rehabilitation support, and

skills development – the Group is dedicated to

empowering veterans as they rebuild their lives

and careers. By championing accessibility and

support, Ferrexpo strives to create a workforce

where every individual, regardless of physical

ability, can thrive.

The Corporate Governance Report was

approved by the Board on 18 March 2025.

Lucio Genovese

Chair of the Nominations Committee

18 March 2025

Strategic Report Financial Statements

129

Corporate Governance

MAIN OBJECTIVE

To establish and maintain on behalf of the

Board a policy on executive remuneration to

deliver the Company’s strategy and value

for shareholders; to agree, monitor and

report on the remuneration of Directors

and senior executives; and to review wider

workforce remuneration and other policies

in accordance with the UK Corporate

Governance Code.

A STATEMENT TO

SHAREHOLDERS

FROM THE CHAIR OF THE

REMUNERATION COMMITTEE

As Chair of the Remuneration Committee,

I am pleased to present the Directors’

Remuneration Report

for the year ended

31 December 2024.

This report is split into the following sections:

1. this Statement to shareholders from the

Chair of the Remuneration Committee

– summarising the decisions taken by the

Committee;

2. an “At a glance” overview of remuneration;

3. a summary of the Directors’

Remuneration Policy approved by

shareholders at the 2024 AGM; and

4. the Annual Report on Remuneration,

setting out how we have paid Directors in

2024 and how we intend to operate the

policy in 2025.

OUR APPROACH TO

REMUNERATION

The Committee strives to align the interests

of the executives with shareholders, and

the Board keeps under review the structure

and level of remuneration afforded through

short and long-term incentive schemes. It is

the policy of the Board to align executive and

shareholder interests by linking a substantial

proportion of executive remuneration to

performance, basing short-term rewards on

a balanced portfolio of financial, operational,

and ESG performance targets with long-term

alignment with shareholders through the

operation of multi-year share-based plans.

Our policy is purposefully weighted towards

short-term performance targets given the

Company’s focus on operational excellence

and the fact that Ferrexpo does not control

the price of iron ore, which is dictated by

market conditions. As a result, setting

performance targets that align to the factors

directly within the control of the executive

team is considered appropriate.

In this period of war, we have ensured that

our approach enables us to evaluate the

extraordinary efforts of our teams when

assessing the outcome of our business

scorecard. We ensure that remuneration

packages are competitive through assessing

remuneration packages against the relevant

market comparables to ensure that Ferrexpo

can attract, motivate and retain talented

executives. We align remuneration with

shareholders through the performance

conditions we set, share-based pay normally

delivered through partial deferral of annual

bonus into shares and the operation of annual

awards under a share plan and through

market consistent share ownership guidelines.

This approach applies across the executive

leadership team and has resulted in a robust

link between pay and performance to date.

BUSINESS CONTEXT AND 2024

EMPLOYEE REMUNERATION

The year 2024 marked the third consecutive

year in which Ferrexpo operated under the

challenges of war, a reality that continues to

shape our business environment. Despite

these adversities, our leadership’s strategic

adaptability and the dedication of our

workforce enabled us to achieve our strongest

annual production performance since the full-

scale invasion of Ukraine in February 2022. This

success reflects not only our ability to adjust

to evolving market conditions but also our

capacity to produce a diverse range of high-

quality products and expand our customer

base globally.

A key driver of this performance was the

resumption of exports via Ukrainian Black

Sea ports, allowing us to once again serve

customers not only in Europe, but also in

MENA and Asia. The agility embedded in our

business model enabled us to respond quickly

to changing logistics and market conditions,

positioning Ferrexpo as a reliable supplier

amid ongoing uncertainty.

The Committee is chaired by Fiona MacAulay.

The Committee consists of three independent

Non-

executive Directors as required by the UK Corporate

Governance Code and is also attended, by invitation,

by the Executive Chair of the Board, the Chief Human

Resources Officer, and a representative from Korn

Ferry, the Committee’s independent advisor.

Scheduled

meetings

Ad hoc meetings

Committee

member

Eligible

to attend Attended

Eligible

to attend Attended

Fiona

MacAulay

5 5 1 1

Vitalii

Lisovenko

5 5 1 1

Stuart

Brown

5 5 1 1

1. This report has been prepared by the Remuneration Committee (the “Committee”) on behalf of the Board in

accordance with the requirements of the Financial Conduct Authority’s Listing Rules, Schedule 8 of the Large and

Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended in 2013, 2018 and

2019) and the UK Corporate Governance Code. The elements subject to audit are highlighted throughout.

Read the Committee’s full objectives and

responsibilities online:

https://www.ferrexpo.com/about-

ferrexpo/corporate-governance/board-

committees/

Membership and

meeting attendance

Fiona MacAulay

Chair of the Remuneration Committee

Ferrexpo plc

Annual Report & Accounts 2024

130

Remuneration Report

The above performance resulted in the

bonus targets set in relation to production,

total mining movement, sales volume and

environmental plan compliance (collectively

totalling 50% of the total bonus) being

exceeded (at the stretch performance level)

and the targets set in relation to EBITDA,

LTIFR and diversity (collectively totalling the

remaining 50% of the total bonus) being

missed. As a result, a formulaic testing of

the revised bonus structure and scorecard

introduced as part of the 2024 Directors’

Remuneration Policy resulted in 50% of

the total bonus being earned. However,

having had regard to the level of profitability

achieved in 2024 and the Group-wide focus

on cash conservation, the Committee used

its discretion to reduce the bonus scorecard

outcome by 10%. As a result, the bonus

outcome was limited to 67.5% of salary (from

the originally scored 75% of salary), which

resulted in a bonus of 45% of the maximum

being payable (from 50%). The Committee

was comfortable with this outcome having had

regard to the unique challenges presented by

the war which materially impacted the ability

to achieve against the targets originally set at

the start of the year, the overall performance

of the Company and the wider stakeholder

experience.

Bonuses are normally paid 75% in cash

and 25% in deferred shares that vest after

two years. However, at the same time as

determining that bonuses would be reduced

in light of the circumstances created by the

war, the Committee concluded that bonuses

should be paid wholly in cash in relation to

the 2024 bonus year for all participants.

The factors that resulted in the Committee

determining this was appropriate included

(i) the volatility in the Company’s share price

arising from the ongoing war, and (ii) the

discretionary reduction to the bonus driven

from cash conservation as a result of the war.

Full details of the performance assessment are

set out on page 145. The Executive Chair was

not eligible for the 2024 Short-term Incentive

Plan (“STIP”).

2022 LONG-TERM INCENTIVE PLAN

With regard to the 2022 Long-term Incentive

Plan (“LTIP”), vesting was based on the TSR

outperformance of a tailored comparator

group (75% weighting) tested over the

period from 1 June 2022 to 31 May 2025,

and production of 67% Fe pellets (12.5%

weighting) and carbon emissions reductions

(12.5% weighting), with both of these

targets tested over the three-year period

to 31 December 2024.

With regard to the TSR performance

condition, at year end with five months of the

performance period to run, there is no forecast

vesting as a result of the Russian invasion of

Ukraine on 24 February 2022 continuing to

weigh heavily on the Company’s share price.

TSR performance is measured based on our

relative performance against a bespoke Index

of comparable Iron Ore and Composite Miners.

Actual vesting will be confirmed in the 2025

Directors’ Remuneration Report.

A major achievement of 2024 was the record

production of Direct Reduction (“DR”) pellets,

a premium-grade product that commands

higher market value and aligns with the

global steel industry’s decarbonisation

goals. Unlike traditional blast furnace pellets,

DR pellets offer superior iron content and

lower impurities, making them significantly

more efficient in steelmaking. Their use in

direct reduction-based processes leads to

lower carbon emissions, reinforcing Ferrexpo’s

role in the transition toward greener, more

sustainable steel production. This milestone

was reached despite external pressures,

including lower iron ore prices and rising input

costs, compounded by higher electricity tariffs

due to sustained attacks on Ukraine’s energy

infrastructure.

At the heart of Ferrexpo’s success are our

people. Our near 8,500 strong workforce

– from mine excavator operators to port

workers – have demonstrated unwavering

commitment, enduring harsh winter

conditions, air raids, and power shortages

to achieve outstanding production results.

This collective effort, particularly during

the first quarter of the year, allowed us to

capitalise on the highest iron ore prices of

2024 and maximise output despite operational

constraints. Our ability to optimise production

efficiency while navigating these challenges

reflects the resilience of our people and

strategic foresight of our leaders.

Throughout 2024, Ferrexpo continued to

operate under difficult and unpredictable

conditions, with production levels fluctuating

in response to customer demand. Despite

operating on average at half capacity, the

Group made a conscious decision to continue

to protect jobs, recognising the unwavering

dedication of our employees who continued

to work under extraordinarily challenging

circumstances.

To align with the variable production profile,

we adjusted workforce deployment month

by month, as we did in 2022 and 2023.

While more than 98% of production-related

personnel remained on full pay, their variable

monthly earnings – linked to production

output – were unfortunately impacted.

Employees in roles above immediate

production needs were placed on furlough,

receiving two-thirds of their salary, while

administrative and support staff transitioned

to a shorter seven-hour workday, with pay

adjusted accordingly.

Understanding the financial strain caused by

the ongoing cost-of-living crisis in Ukraine,

the Group took proactive measures to mitigate

the impact on employee earnings. A special

annual bonus was introduced for non-

management employees, paid in three equal

instalments in January, February, and March

2025. Additionally, the Group has budgeted

for a general salary increase averaging 10%

from April 2025, with adjustments based on

organisational level. Annual management

bonuses, tied to production performance, are

also scheduled for payment in April 2025.

Ferrexpo remains deeply committed to

supporting our employees, ensuring their

financial well-being, and recognizing their

resilience and dedication during yet another

challenging year.

Tragically, the war continues to take a toll.

In 2024, we mourned the loss of 10 employees

who died while serving in the Ukrainian Armed

Forces, bringing the total number of fallen

colleagues to 45 since the full-scale invasion

began. Their bravery and sacrifice will always

be honoured, and Ferrexpo remains steadfast

in supporting their families and communities.

With an average of 700 employees actively

serving in the military, our Humanitarian

Fund has provided essential aid, including

food, shelter for displaced individuals, and

medical assistance. Additionally, our veterans’

rehabilitation programme continues to

expand, offering physical and psychological

support, prosthetic services, and reintegration

assistance for returning employees.

As we move forward, our focus remains on

optimizing production levels, strengthening

our global market presence, and ensuring

the long-term sustainability of our business.

The resilience we have demonstrated under

extraordinary circumstances is a testament

to our agility today and our potential for

the future. Ferrexpo continues to stand as a

symbol of Ukraine’s strength, determination,

and ability to thrive in adversity.

It was in the above context that the

Remuneration Committee operated the

Remuneration Policy that was approved by

shareholders at the 2024 AGM, ensuring

that the Group’s remuneration practices

fulfilled their original intent in challenging

circumstances in aligning pay and performance

in an affordable way. The Committee also

spent time overseeing Group-wide pay

decisions in our exceptional operating

circumstances.

2024 EXECUTIVE

REMUNERATION

2024 ANNUAL BONUS

As detailed above, 2024 saw a marked increase

in production and sales, particularly of DR

pellets. However, higher input costs and lower

market prices reduced margins, resulting in a

lower Group cash EBITDA of US$39.9m (2023:

US$63m) which fell below the annual bonus

target for 2024, despite targets for production

volume, total mining movement, and sales all

being exceeded.

Beyond financial and operational goals,

the Group achieved strong compliance with

environmental plans and while our Lost Time

Injury Frequency Rate (“LTIFR”) at 0.54 was

slightly above the five-year average of 0.52,

we marked a fourth consecutive year without

fatalities. Additionally, the Group’s diversity

ratios improved with the participation of

women below managerial levels rising to

32.2% in 2024 from 30.9% in 2023. This

resulted from nearly balanced hiring with

356 men and 315 women recruited in 2024,

achieving an almost 50:50 hiring ratio (1.13

men per woman). However, the number of

women in leadership remained below the

target for 2024, highlighting an area for

continued focus.

Strategic Report Financial Statements

131

Corporate Governance

With regard to the other targets, the

Committee assessed the performance of the

Company over the full three-year performance

period. Given the record year of production for

DR pellets in 2024 (67% Fe), we achieved the

target in part with production of DR pellets

as a proportion of total production across

2022, 2023 and 2024 totalling 5.3%. With the

targets set to require DR pellet production

to be between 3% and 7%, this resulted in

66% of this part of the award vesting (8.2%

of 12.5% available for this part of the award).

Over the same period, our carbon emissions

intensity, which takes into account emissions

relative to the production delivered, reduced

marginally as a result of an increase in Scope

2 emissions as the Group had to import

electricity from Europe due to Russia’s attacks

on Ukraine’s energy generating infrastructure.

This resulted in performance falling below the

threshold and, consequently, this part of the

award will not vest.

Overall, the Remuneration Committee

currently expects the 2022 LTIP award to

vest at 8.2% of the maximum based on the

production and carbon emissions reduction

targets, with no vesting forecast under the TSR

portion of the award. The Committee will have

regard to the performance delivered over the

performance period and the wider context,

when making its final determination on the

vesting of the 2022 award with 8.2% of the

total award currently forecast to vest.

With remuneration outcomes aligned across

the executive leadership of the Group, and

after considering wider stakeholder experience

through the year, and the additional

achievements that were delivered outside of

the bonus plan targets, the Committee was

comfortable with remuneration outcomes and

that the policy was operating as intended.

ADJUSTMENT TO EXECUTIVE CHAIR

REMUNERATION

The Executive Chair was appointed on 1 July

2023 on a one-year contract to 30 June 2024

following Jim North, the former Chief

Executive Officer (“CEO”), stepping down from

his role. His salary and fees were set on

appointment at a fixed amount for his role as

Executive Chair at US$1,000,000, made up of

his current fee of US$525,000 as Board Chair,

and an additional US$475,000 on an interim

basis while he serves as Executive Chair. This

salary and fee was set to reflect his expected

future time commitment of the role in addition

to his non-participation in the Company’s

incentive plans which was not considered

appropriate given the interim nature of his

appointment.

In connection with the expiry of the Executive

Chair’s one year contract, the Remuneration

Committee undertook a review of the scope

of his role and the actual time commitment

that the role involved versus the original

expectations of the role.

The conclusion of the review was that the

role required considerably more time than

originally envisaged, often being required

to work significantly more than a standard

working week with the original fee having been

set to reflect a part time role. As a result, to

reflect the higher time commitment, his

combined salary and fees were increased from

1 July 2024 to a total of US$1,350,000, made

up of his pre-existing Board Chair fee of

US$525,000 and an additional salary, in

recognition of the extra time commitment, of

US$825,000. This was agreed in connection

with the renewal of his contract.

Having worked through the extra time spent

during his initial one-year term, the Committee

also resolved to recognise the exceptional time

commitment through that period with a top-

up to his total salary and fees with a further

payment of USD$325,000 to take his total

base salary and fees for the first year of his

role as Executive Chair to USD$1,325,000. The

additional fee aligned the 2023/24 fee with

the fee set for 2024/25. Having rebased the

base salary for the executive function with a

better understanding of the time commitment

of the role, there is no expectations of any

future adjustments for the role beyond a cost

of living related adjustment. The Committee

also does not intend to introduce incentive

pay to the role. Should the role revert to a

more traditional Non-Executive Board Chair

role, or should the time commitment of the

role materially reduce, remuneration would be

adjusted accordingly. The Board is committed

to the appointment of a permanent CEO once

the war is over.

2025 APPLICATION OF

REMUNERATION POLICY

The Company’s 2024 Remuneration Policy

received 99% support at the 2024 AGM. The

changes made to the policy included a

simplification of the annual bonus structure

such that there were fewer measures used for

2025, with targets continuing to be set with

reference to the Company’s budget each year,

but with greater flexibility included for the

Committee to assess performance given the

dynamic external environment caused by the

ongoing Russian invasion of Ukraine.

The other key change made was the

introduction of restricted shares to replace

performance shares in our LTIP, with this change

expected to last for the duration of the Russian

invasion of Ukraine, given the challenges of

forward forecasting considering the operational

challenges associated with the war. The move

to restricted stock included a reduction to the

headline quantum of awards vis-à-vis previous

award levels of performance shares.

For 2025, in light of the changes to the

Remuneration Policy, the key implementation

highlights are as follows:

• In line with the wider corporate executives,

any potential increase to the CFO’s salary

effective 1 January 2025 was deferred until

1 July 2025. This was in recognition of the

corporate focus on effective cost

management.

• The annual bonus opportunity for the CFO

will remain at 150% of salary. Performance

will be measured against similar simplified

performance measures as per the 2024

bonus scorecard of financial, operational

and ESG targets which are summarised on

page 145. The performance targets set for

the 2025 STIP have been agreed to reflect

FEBRUARY

• Consulting on FY 2024 Directors’

Remuneration Policy with both shareholders

and advisory bodies.

• Determining the preliminary 2023 bonus

outturn.

• Determining vesting of the 2021 Long-term

Incentive Plan awards.

• Determining the preliminary 2024 annual

bonus targets.

• Reviewing changes to the UK Corporate

Governance Code.

MARCH

• Finalising the 2024 Directors’ Remuneration

Policy having considered final investor

feedback.

• Approving the 2023 annual bonus outcomes.

• Approving the 2024 annual bonus scorecard.

• Approving the application of the

Remuneration Policy for 2023.

• Signing off the 2023 Remuneration Report.

MAY

• Approving 2024 restricted share awards.

• Consideration of Executive Chair

remuneration.

KEY ACTIVITIES OF THE COMMITTEE IN 2024

The Committee’s key activities during the 2024 financial year were:

Ferrexpo plc

Annual Report & Accounts 2024

132

Remuneration Report continued

the current operating environment. The

framework continues to include targets set

with reference to the Company’s budget

each year and the ability for the Committee

to take a rounded view of performance when

determining payouts having had regard to

the dynamic external environment caused

by the ongoing Russian invasion of Ukraine.

Full details are included on page 146.

• The Committee intends to again make

bonus payments wholly in cash as opposed

to a combination of cash and deferred

shares as a result of the ongoing volatility in

the Company’s share price. A final decision

on this will be taken at the time of making

bonus awards in 2026.

• The Committee intends to grant the CFO a

Restricted Share award with a face value of

25% of his salary, mirroring the award

granted in 2024. In line with Remuneration

Policy, the award will vest three years after

grant, subject to continued service, with any

shares vesting subject to a two-year holding

period. The award will also be subject to a

performance underpin with further details

on page 148.

CONSIDERATION OF

SHAREHOLDERS

AND EMPLOYEES

We consulted with shareholders in late 2023

and early 2024 in relation to the renewal

of the Directors’ Remuneration Policy and

shareholders were understanding of the

rationale for the proposed changes and

so were overwhelmingly supportive of the

proposal as noted above. The Committee

welcomes feedback provided by shareholders

and considers it in full prior to taking final

decisions.

The Committee also noted feedback on

remuneration from the annual employee

engagement survey and from feedback

received by the Employee Engagement Non-

executive Director, Vitalii Lisovenko, which

was elicited directly from employees during a

series of employee engagement sessions held

with a cross section of employees covering

all levels in late 2024. These sessions, like the

annual employee engagement survey, tested

a range of employee engagement elements

including the effectiveness of remuneration

and benefits policies and the understanding

of the alignment between executive

remuneration and wider Company pay policy.

Understandably, employees raised concerns

about the impact on pay resulting from

the decrease in the level and variability of

production. The reasons for the current

situation were explained with more frequent

communication sessions planned throughout

2025, with the timing dependent on market

developments.

The announcement of a general salary increase

of 10% planned for April 2024 was welcomed

and employees were appreciative that there

had been no layoffs as has been the case at

other companies in Ukraine that are operating

within the same challenging business

environment.

It was also noted that, while the approach to

remuneration is understood and is generally

considered to be working effectively, work

remains ongoing to improve the alignment

between remuneration with individual

performance to ensure differentiated

outcomes. The progress made to date will

be progressed further in 2025 by the Chief

Human Resources Officer (“CHRO”). The

CHRO will also work with the designated

Employee Engagement Non-executive

Director, Vitalii Lisovenko, to further develop

two-way feedback in relation to remuneration

policies and practices.

I hope you are able to support the rationale for

the decisions we have taken during the year

and support the resolution for the approval

of the Remuneration Report at the 2025

AGM. If you have any questions or comments,

please feel free to reach out through the

Chief Human Resources Officer

(email: g.nortje@ferrexpo.ch).

Fiona MacAulay

Chair of the Remuneration Committee

18 March 2025

KEY ACTIVITIES OF THE COMMITTEE IN 2024

The Committee’s key activities during the 2024 financial year were:

OCTOBER

• Considering performance to date against 2024

annual bonus targets.

• Reviewing senior leadership team

performance.

• Approving Executive Chair remuneration.

NOVEMBER

• Review of updated IA Principles of

Remuneration.

• Discussion of preliminary 2025 annual bonus

scorecard measures.

• Consideration of 2025 salary review proposals.

• Review of Remuneration Committee

annual cycle.

ANTICIPATED KEY ACTIVITIES OF THE

COMMITTEE IN 2025

• Consider 2025 AGM feedback.

• Application of Remuneration Policy in 2025.

• Consider the evolution of performance targets

in line with the implementation of the business

strategy through the current challenging

operating environment.

• Monitor senior management remuneration.

• Ensure remuneration decisions are taken in

the context of the wider stakeholder

experience through the period.

Strategic Report Financial Statements

133

Corporate Governance

100

125

150

31 Dec

2021

31 Dec

2022

31 Dec

2024

31 Dec

2023

Value (£)

Ferrexpo 2023 LTIP Index

FTSE 250 Index FTSE All-Share Index

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

110%

120%

130%

140%

150%

Group

EBITDA

Safety –

LTIFR

Diversity

ratio

Environmental

compliance

Total

mining

movement

Production

volume

Sales

volume

Total

Bonus payment (% of salary)

Business scorecard (100% of bonus) Total Shareholder Return

At a glance (not subject to audit)

Element Operation Time-horizon

2024 2025 2026 2027 2028

Salary:

To attract and retain

talent by ensuring base

salaries are

competitive in the

market in which the

individual is employed

• Annual review by the Committee

• Increases typically in line with wider workforce

Pension and benefits:

To provide market

competitive benefits

• Aligned with pension and benefits offered to local workforce

Short-term Incentive

Plan (“STIP”):

To focus management

on delivery of annual

business priorities

which tie into the

long-term strategic

objectives of the

business

• Maximum opportunity of 150% of salary

• Target opportunity of 75% of salary

• Performance conditions based on a scorecard of financial, operational

and ESG targets

• Targets set to reflect the Company’s 2025 budget with Committee

judgement to be used to assess the extent of under or over

performance so that there is flexibility to take into account the

dynamic environment caused by the ongoing war in Ukraine

• Safety underpin

• 25% of bonus normally deferred into shares for two years

Long-term Incentive

Plan (“LTIP”):

To motivate

participants to deliver

appropriate longer-

term returns to

shareholders by

encouraging them to

see themselves not

just as managers, but

as part-owners of the

business

• Restricted Share award with a maximum of 100% of salary (150% in

exceptional circumstances)

• Vesting period of three years with a two-year post-vesting holding

period

• Performance underpin: the Committee will consider the Company’s

performance relative to its mid- to long-term financial, operational and

sustainability plans as well as individual performance and may reduce

the vesting level, including to zero, if performance is not considered

consistent with the Board’s plans. This assessment will take into

account the dynamic operating environment that currently prevails as

a result of the Russian invasion of Ukraine.

Share ownership

guideline:

To provide alignment

of interests between

Executive Directors

and shareholders

• Executive Directors are required to build and maintain a shareholding

of 200% of salary

• Applies for two years post-cessation of employment

200% of salary

Ferrexpo plc

Annual Report & Accounts 2024

134

Remuneration Report continued

Part A: policy section (not subject to audit)

The Directors’ Remuneration Policy was approved by 99% of shareholders at the 2024 AGM on 23rd May 2024 and will remain in effect until

the 2027 AGM.

A summary of the Policy is set out below. The full Policy can be found on our website in the 2023 Annual Report (https://www.ferrexpo.com/

investors/results-reports-and-presentations/)

The Remuneration Committee is responsible for the operation of the Remuneration Policy and its terms of reference comply with the provisions of

the UK Corporate Governance Code and are available for inspection on the Group’s website (https://www.ferrexpo.com/about-ferrexpo/corporate-

governance/governance-framework-structure/).

KEY PRINCIPLES OF THE REMUNERATION POLICY

Ferrexpo’s remuneration policy is designed to help attract, motivate and retain talented executives to help drive the future growth and

performance of the business. The Policy aims to:

• align executive and shareholder interests;

• link an appropriate proportion of remuneration to performance;

• reward based on a balanced portfolio of performance conditions, where appropriate (e.g. annual business priorities, financial and operational

targets and individual performance); and

• provide rewards that are competitive in the relevant markets to help attract, motivate and retain talented executives.

The Remuneration Policy was set to take into account the particular business context of the Group, the industry segment, the geography of its

operations, the relevant talent market for each executive, the location of the executive and remuneration in that local market and best practice

guidelines set by institutional shareholder bodies. The Policy was also designed having had regard to the following factors:

• Clarity – the policy is well understood by our management team and has been clearly articulated to our shareholders. A key part of our Chief

Human Resources Officer’s role is engaging with our wider employee base on all our people matters (including remuneration) and we monitor the

effectiveness of this process through the feedback received. The Board is comfortable that our remuneration policy is clearly understood by our

employees.

• Simplicity – the Committee is very mindful of the need to avoid overly complex remuneration structures which can be misunderstood and deliver

unintended outcomes. Therefore, one of the Committee’s objectives is to ensure that our executive remuneration policies and practices are as

simple to communicate and operate as possible, while also supporting our strategy.

• Risk – For Executive Directors, our remuneration policy is designed to ensure that inappropriate risk-taking is not encouraged and will not be

rewarded via: (i) the use of a balanced scorecard in STIP which employs a blend of financial, operational and non-financial metrics; (ii) the use of

equity via our LTIP (together with shareholding requirements); and (iii) malus/clawback provisions included in scheme documentation which the

Executive Directors are required to accept to receive payments under the STIP and awards under the LTIP and which would normally be enforced

by reducing the number of shares and/or cash subject to outstanding and unvested awards in the first instance. For the Executive Chair, given the

interim nature of the role, our remuneration policy is designed to ensure that inappropriate risk-taking is not encouraged and will not be

rewarded by making the Executive Chair ineligible to receive variable remuneration.

• Predictability – our incentive plans are subject to individual caps, with our share plans also subject to market standard dilution limits. The

scenario charts on page 140 illustrate how the rewards potentially receivable by our executives vary based on performance delivered and share

price growth.

• Proportionality – there is a clear link between individual awards, delivery of strategy and our long-term performance. In addition, the significant

role played by incentive/at-risk pay, together with the structure of Executive Directors’ service contracts, ensures that poor performance is not

rewarded.

• Alignment to culture – Ferrexpo has a strong operational focus which is reflected in its incentives with safety at the heart of its activities and this

is supported through the use of a specific safety measure in the annual bonus and the ability to reduce the formula-based outcomes based on

safety performance. Similarly, incentives may also include climate-related performance targets (as primary targets or as underpins) linked to the

Company’s strategic climate goals.

Strategic Report Financial Statements

135

Corporate Governance

EXECUTIVE DIRECTOR POLICY TABLE

Purpose and link to strategy Operation Opportunity Performance metrics

Fixed pay

Base salary

To attract and retain talent by

ensuring base salaries are

competitive in the market in

which the individual is

employed.

Base salaries are typically reviewed annually, with

reference to: the individual’s role, experience and

performance; business performance; salary levels

for equivalent posts at relevant comparators; cost of

living and inflation (taking account of the location

of the executive); and the range of salary increases

applying across the Group.

Base salary increases are applied in

line with the outcome of reviews,

which will not exceed 5% p.a. (or, if

higher, the applicable inflation rate)

on an annualised basis over the

period over which this policy applies.

Increases above this level may be

applied where appropriate to reflect

changes in the scale, scope and

responsibility attaching to the role

and market comparability (including

following appointment to the Board

on a on a below market base salary).

Business and, where

relevant, for current

Executive Directors,

individual performance

are considerations in

setting base salary.

Pension

To provide retirement

benefits.

Executive Directors will, as appropriate, be offered

membership of a scheme which complies with

relevant legislation (where necessary, additional

pension entitlements will be provided) or cash in

lieu of pension.

For information, pension for UK-based employees

is currently set at a maximum of 5% of salary while

pension for Swiss-based employees is differentiated

by age and is set at up to 8% of salary.

Statutory lump sums and/or end of service gratuities

may be accrued each year and may be payable on

termination in line with the relevant legislation where

this exists.

Executive Directors will receive a

pension that is aligned with the

typical (i.e. most common) practice

for employees in the location that

the executive is based.

The employer contribution will

normally be limited to a percentage

of base salary. Associated benefits

and variable pay will only be

included where there is a statutory

requirement to do so.

The employer contribution will be

limited to 10% of salary or higher

subject to compliance with local

statutory requirements to reflect

actual practice in the Company.

Not performance related.

Benefits

Competitive in the market

in which the individual is

employed.

Benefits are paid to comply with local statutory

requirements and as applicable to attract or retain

executives of a suitable calibre. They include life

insurance, personal accident, travel and medical

insurance. Where appropriate, additional benefits

may be offered, including, but not limited to,

accommodation allowances, travel, enhanced sick

pay, relocation/expatriate relocation benefits, tax

and legal advice.

Benefits’ values vary by role and

eligibility and costs are reviewed

periodically. Increases to the existing

benefits will not normally exceed

applicable inflation. Increases above

this level may be applied, where

appropriate, to reflect changes in

role, scope, location and

responsibility.

Not performance related.

Ferrexpo plc

Annual Report & Accounts 2024

136

Remuneration Report continued

Purpose and link to strategy Operation Opportunity Performance metrics

Variable pay

Short-term Incentive Plan

(“STIP”)

To focus management on

delivery of annual business

priorities which tie into the

long-term strategic objectives

of the business, which

include, but are not limited

to, developing the resource

base, increasing production,

reducing costs, reducing the

risk profile of the business,

expanding the customer

portfolio, and expanding

geographically.

Targets are set at the start of the year against

which performance is measured. The Committee

determines the extent to which these have been

achieved. The Committee can exercise judgment in

determining an appropriate outcome at

performance levels both below and above the target

level of performance for each performance measure.

The Committee also has the ability to adjust bonus

outcomes based on its assessment of individual

contribution. Furthermore, the Committee can

exercise discretion to adjust the formulaic outcome

or amount of bonus payable (upwards and

downwards), taking into account such factors as it

determines to be relevant, including factors outside

of management control or where it believes the

outcome is not truly reflective of individual

performance or in line with overall Company

performance.

Normally paid as a mixture of cash and deferred

shares with the cash portion paid following the

publication of the audited results. The deferred

share portion will normally be a minimum of 25% of

the total bonus (with after tax bonus used to acquire

shares or the deferral taking place through a

deferred share award) with the shares eligible for

release after a period of two years. Dividend

equivalents may accrue on deferred bonus shares.

Malus and clawback provisions will apply in the case

of individual gross misconduct, an error in assessing

performance against the condition, corporate failure

(for which the individual was partly or wholly

responsible) and/or in the event that the individual is

found legally responsible for:

• a material misstatement of the Annual Accounts;

• a failure of risk management or reputational

damage to the Company.

Maximum opportunity of 150% of

salary.

The target opportunity is 50% of

maximum and the threshold

opportunity is up to one-third of

maximum.

Performance related.

Performance targets

can include financial,

non-financial and

personal achievement

criteria measured over

one financial year.

The Committee has

discretion to make

changes in future years

to reflect the evolving

nature of the strategic

imperatives that may be

facing the Company.

Long-term Incentive Plan

(“LTIP”)

To motivate participants to

deliver appropriate longer-

term returns to shareholders

by encouraging them to see

themselves not just as

managers, but as part-

owners of the business.

Enables the award of both Performance Share

Awards and Restricted Share Awards.

In 2025, and for the duration of the Russian invasion

of Ukraine, it is not anticipated that Performance

Share Awards will be granted due to the challenges

with forward forecasting in the dynamic

environment created by the war.

To the extent that an LTIP award vests, this will

include the applicable dividends on the shares

earned during the vesting period. Subsequent

dividends on shares held by participants are paid

in shares.

Vesting of Restricted Share awards is normally

subject to a three-year continued employment

requirement and consideration of a performance

underpin.

A two-year holding period applies to shares vesting

under the LTIP.

Malus and clawback provisions will apply in the case

of individual gross misconduct, an error in assessing

performance against the condition or underpin,

corporate failure (for which the individual was partly

or wholly responsible) and/or in the event that the

individual is found legally responsible for:

• a material misstatement of the Annual Accounts;

• a failure of risk management or reputational

damage to the Company.

The LTIP provides annual Restricted

Share Awards up to an aggregate

limit of 100% of salary in normal

circumstances.

This limit may be exceeded in

exceptional circumstances but will

not exceed 150% of salary.

Restricted Share Awards

are subject to a

performance underpin.

The Committee will

consider the Company’s

performance relative to

its mid- to long-term

financial, operational and

sustainability plans as well

as individual performance

and may reduce the

vesting level, including to

zero, if performance is

not considered consistent

with the Board’s plans.

This assessment will take

into account the dynamic

operating environment

that currently prevails as

a result of the Russian

invasion of Ukraine.

Strategic Report Financial Statements

137

Corporate Governance

Purpose and link to strategy Operation Opportunity Performance metrics

Share ownership guideline

To provide alignment of

interests between Executive

Directors and shareholders.

The Company operates a shareholding requirement

which is subject to periodic review.

As a minimum, Executive Directors are expected to

retain 50% of the post-tax shares vesting under the

LTIP and shares deferred under the annual bonus

(on an after tax basis) until the shareholding

requirement is met.

Following cessation of employment, Executive

Directors are expected to hold the lower of 200%

of salary and the value of shares held on cessation

for two years.

The Committee maintains discretion to disapply the

policy as it considers appropriate in exceptional

circumstances (e.g. death). The post-cessation

guideline will apply to shares deferred under the

annual bonus (on an after tax basis) and shares

which vest under existing and future LTIP awards

(after tax) during the Executive Director’s tenure.

Executive Directors are required to

build and maintain a shareholding to

the value of at least 200% of salary.

Executive Directors are required to

hold the lower of 200% of salary

and the value of shares held on

cessation for two years post

cessation.

The share ownership guideline does

not apply to the Executive Chair

Not performance related.

RATIONALE FOR PERFORMANCE TARGETS

The STIP is based on performance categories that are key to delivering on our long-term strategy. Performance targets are set at the beginning

of the financial year to reflect business priorities and other corporate objectives, and can include financial, non-financial and personal

achievement criteria.

Performance targets are set at such a level as to be stretching but achievable, with regard to the particular strategic priorities and economic

environment in a given performance period. The STIP targets are set with reference to the annual budget approved by the Board and the

Committee uses its judgement to determine appropriate stretch in targets from threshold to maximum performance levels. The Committee

believes that using multiple targets for the purposes of the STIP provides for a balanced assessment of performance over the year.

Restricted Share Awards for Executive Directors granted under the LTIP will be subject to an underpin whereby the Committee will consider the

Company’s performance relative to its mid to long-term financial, operation and sustainability plans as well as individual performance and may

reduce the vesting level, including to zero, if performance is not considered consistent with the Board’s plans. This assessment will take into account

the dynamic operating environment that currently prevails as a result of the Russian invasion of Ukraine and will consider the extent to which the

value delivered on vesting is as a result of windfall gains.

RATIONALE FOR EXECUTIVE CHAIR NOT RECEIVING VARIABLE PAY

Given the interim nature of the Executive Chair role, and the expectation that the Executive Chair will return to his position as Non-executive Chair

following the end of his tenure, the Committee has determined that it would not currently be appropriate for the Executive Chair to receive variable

remuneration.

REMUNERATION OF SENIOR EXECUTIVES BELOW THE BOARD

The policy and practice with regard to the remuneration of senior executives below the Board is broadly aligned with that of the Executive Directors.

PAYMENTS RESULTING FROM EXISTING AWARDS

Executive Directors are eligible to receive payment resulting from the vesting of any award made prior to the approval and implementation of the

remuneration policy detailed in this report.

Ferrexpo plc

Annual Report & Accounts 2024

138

Remuneration Report continued

NON-EXECUTIVE DIRECTOR POLICY TABLE

This section of our report summarises the policy for each component of Non-executive Director remuneration.

Purpose and link to strategy Operation Opportunity Performance metrics

Fees

To attract and retain talent

by ensuring fees are market

competitive and reflect the

time commitment required

of Non-executive Directors

in different roles.

Annual fee for the Chair.

Annual base fee for Non-executive Directors.

Additional fees are paid for additional

responsibilities including to the Senior Independent

Director and the Chairs of the Committees and/or

in relation to the Non-executive Director who will

be a representative of employees as well as for

representation on subsidiary Boards, where

appropriate.

Fees are reviewed from time to time, taking into

account the time commitment, responsibilities and

fees paid by comparable companies, and also taking

into consideration geography and risk profile.

Changes to Non-executive Director

fees are applied in line with the

outcome of the review undertaken

by the Chair and Executive

Directors.

Additional remuneration may be

provided in connection with fulfilling

the Company’s business (e.g. any

expenses incurred fulfilling Company

business may be reimbursed

including any associated tax).

The maximum aggregate fees, per

annum, for all Non-executive

Directors allowed by the Company’s

Articles of Association is £5 million.

For the avoidance of doubt,

additional remuneration received by

the Chair by way of salary under his

service contract while he serves as

Executive Chair shall not count

towards these limits.

Not performance related.

PAY-FOR-PERFORMANCE: SCENARIO ANALYSIS

The graph on the following the page illustrates estimates of the potential future reward opportunity and the potential split between the different

elements of remuneration under four different performance scenarios: “Below threshold”, “On-target” and “Maximum” and “Maximum assuming

50% share price growth”. The Executive Chair only receives a fixed fee in respect of his duties and therefore receives the same remuneration in all

scenarios. The assumptions for the CFO are summarised in the table below.

Scenario Fixed pay STIP LTIP

Below threshold Base salary, pension

and benefits as

applicable for 2025

financial year

No STIP (0% of salary) Full vesting of the Restricted Share Plan (“RSP”)

Award – assumed normal maximum policy of

100% of salary, although, in practice, awards to

Executive Directors are significantly lower

On-target On-target STIP (75% of salary)

Maximum Maximum STIP (150% of salary)

Maximum, assuming 50%

share price growth

Maximum STIP (150% of salary) As above, but modelling the impact of a 50%

increase to share price

1. Benefits have been included at CHF47,172 based on the 2024 benefit provision to the CFO.

Strategic Report Financial Statements

139

Corporate Governance

Executive Chair US$ (' 000)

Maximum

Target

Minimum

500 1,000 1,500 2,000 2,500

1,418

100%

1,418

Maximum

with 50%

share price

growth

100%

1,418

Fixed Pay STIP LTIP LTIP value with 50% share price growth

CFO US$ ('000)

Maximum

Target

Minimum

1,334

983

52% 48%

39% 26% 35%

30% 41.7% 27.8%

1,685

Maximum

with 50%

share price

growth

27% 37% 24% 12%

1,919

500 1,000 1,500 2,000 2,500

Fixed Pay STIP LTIP LTIP value with 50% share price growth

REMUNERATION POLICY FOR NEW APPOINTMENTS

The Committee’s approach to setting remuneration for new Executive Directors is to ensure that the Company’s pay arrangements are in the

best interests of Ferrexpo and its shareholders. To do this, the Company takes into account internal pay levels, the external market, location of the

executive and remuneration received at their previous employment. The Committee reserves discretion to offer appropriate benefit arrangements,

which may include the continuation of benefits received in a previous role. Variable pay awards (excluding any potential “buy-out” awards, described

below) for a newly appointed Executive Director will be as described in the Executive Director Policy table earlier in this report, subject to the same

maximum opportunities. Different performance targets and conditions may be set initially for incentives in the first year of appointment to

recognise the timing of their appointment during the year. The rationale will be clearly explained in each case.

In addition, the Committee may make an award in respect of a new appointment to “buy out” existing incentive awards forfeited on leaving a

previous employer. In such cases, the compensatory award would typically be on a like-for-like basis with similar time to vesting, performance

conditions and likelihood of the targets being met. The fair value of the buy-out award would not be greater than the awards being replaced.

To facilitate such a buy-out, the Committee may grant a bespoke award under the Listing Rules exemption available for this purpose.

In cases of appointing a new Executive Director by way of internal promotion, the Group will honour any contractual commitments made prior to

his or her promotion to Executive Director.

In every case, the Board will pay both the appropriate, but also the necessary, rate of pay to attract an executive who in the view of the Board will

contribute to shareholder value.

The approach to setting Non-executive Director fees on appointment is in line with the approach taken for the fee review set out in the

Non-executive Director Policy table earlier in this report and will also take into account fee levels for existing Non-executive Directors.

Ferrexpo plc

Annual Report & Accounts 2024

140

Remuneration Report continued

DETAILS OF EXECUTIVE DIRECTORS SERVICE CONTRACTS

The Chief Financial Officer, Nikolay Kladiev is employed under a contract of employment with Ferrexpo AG, a Group company (the “employer”), as is

Lucio Genovese in respect of the executive function of his role. The principal terms of their service contracts not otherwise set out in this report are

as follows: save in circumstances justifying summary termination, Mr Kladiev’s service contract with the employer is terminable on not less than six

months’ notice to be given by the employer or not less than six months’ notice to be given by Mr Kladiev. Given the interim nature of Mr Genovese’s

role, these periods are three months respectively and the contract is for a fixed-term of twelve months, which can be extended by mutual

agreement. Neither contract has any special provisions in the event of a change of control.

Notice period

Executive Director Position Date of contract Length of current contract From employer From employee

Lucio Genovese Executive Chair 1 July 2023 12 months (renewable) 3 months 3 months

Nikolay Kladiev CFO 7 July 2021 Indefinite 6 months 6 months

Under their service contracts, Mr Genovese and Mr Kladiev are entitled to 25 working days’ paid holiday per year plus public holidays and other

forms of leave in accordance with applicable legislation. The Executive Director’s service contracts contain a provision exercisable at the option of

the employer to pay an amount on early termination of employment equal to the respective notice period. If the employer elects to make such a

payment (which in practice it will do if the speed and certainty afforded by this provision are thought to be in the best interests of shareholders),

the Executive Directors will be entitled under their contracts to receive all components of their base salaries, and accrued but untaken holiday

where applicable and required under law for the extent of the notice period. In addition to the contractual rights to a payment on loss of office, any

employee, including the Executive Directors, may have additional statutory and/or common law rights to certain additional payments, for example,

in a redundancy situation.

POLICY FOR LOSS OF OFFICE PAYMENTS

The following principles apply when determining payments for loss of office for the Executive Directors and any new Executive Directors.

The employer will take account of all relevant circumstances on a case-by-case basis including (but not limited to): the sums stipulated in the service

contract (including base salary during his or her notice period, accrued but untaken holiday, and allowances/benefits); whether the Executive

Director has presided over an orderly handover; the contribution of the Executive Director to the success of the Company during his or her tenure;

and the need to compromise any claims that the Executive Director may have. The Company may, for example, if the Committee considers it to be

appropriate:

• enter into agreements with Executive Directors which may include the provision of legal fees or the settlement of liabilities in return for a single

one-off payment or subsequent payments subject to appropriate conditions;

• reimburse reasonable relocation costs where an Executive Director (and, where relevant, their family) had originally relocated to take up the

appointment;

• terminate employment other than in accordance with the terms of the contract (bearing in mind the potential consequences of doing so); or

• enter into new arrangements with the departing Executive Director (for example, confidentiality, restrictive covenants and/or consultancy

arrangements).

If the individual is considered a “good” leaver (e.g. for reasons of death, ill-health, injury or disability, retirement, redundancy, their employing

company ceasing to be a member of the Group, the business (or part) of the business in which they are employed being transferred to a transferee

which is not a member of the Group, or any other reason which the Committee in its absolute discretion permits) any outstanding LTIP awards will,

except in the case of death, be pro-rated for time and any performance conditions will be measured (in the case of Performance Share Awards)

and any performance underpins considered (in the case of Restricted Share Awards). The Committee retains discretion to alter these provisions (as

permitted by the relevant plan rules) on a case-by-case basis following a review of circumstances, in order to ensure fairness to both shareholders

and participants with any amended conditions to be similarly challenging having had regard to the relevant circumstances. In considering the

exercise of discretion as set out above, the Committee will take into account all relevant circumstances which it considers are in the best interests

of the Company, for example, ensuring an orderly handover, performance of the executive during his or her tenure as Director, performance of the

Company as a whole and perception of the payment amongst the shareholders, general public and employee base. The Committee has discretion

to determine that an annual bonus should remain payable under the STIP notwithstanding termination of office or employment.

In the event of a change of control, the vesting period under the LTIP ends and awards may be exercised or released to the extent to which the

performance conditions attaching to Performance Share Awards and any conditions under any performance underpin attaching to Restricted Share

Awards have, in the Committee’s opinion, been achieved up to that time. Pro-rating for time applies but the Committee has discretion to allow

awards to be exercised or released to a greater extent if it considers it appropriate having regard to the circumstances of the transaction and the

Company’s performance up to the date of the transaction.

It is the Committee’s policy to review contractual arrangements prior to new appointments in light of developments in best practice. The Executive

Director’s service contracts are available to view at the Company’s registered office.

Strategic Report Financial Statements

141

Corporate Governance

EXTERNAL APPOINTMENTS

It is the Board’s policy to allow the Executive Directors to accept directorships of other quoted companies, provided that they have obtained the

consent of both the CEO and Chair of the Board (i.e. the Executive Chair only while he remains in post) and which should be notified to the Board.

No external directorships of quoted companies are currently held by the Executive Directors.

DETAILS OF NON-EXECUTIVE DIRECTORS’ LETTERS OF APPOINTMENT

The Chair and Non-executive Directors have each entered into a letter of appointment with the Company. The Non-executive Directors are each

appointed subject to their election and annual re-election by shareholders. Their appointments may be terminated by either party giving not less

than three months’ notice. The key terms of current letters of appointment are as follows:

Non-executive Director Position Date of first appointment Date of election/re-election

L Genovese

Chair 12 February 2019 2025 AGM

S Brown Non-executive Director 22 October 2023 2025 AGM

V Lisovenko Non-executive Director 28 November 2016 2025 AGM

F MacAulay Non-executive Director 12 August 2019 2025 AGM

N Polischuk Non-executive Director 29 December 2021 2024 AGM

1. Details of the service contract which governs the additional services which Mr Genovese has agreed to provide while he serves as Executive Chair are set out in the section headed

‘Details of Executive Directors service contracts’ above.

EMPLOYEE CONTEXT

In making remuneration decisions, the Committee also considers the pay and employment conditions throughout the Group. Prior to the annual

pay review and throughout the year, the Committee receives reports from the CEO, or Executive Chair, setting out the circumstances surrounding,

and potential changes to, broader employee pay. The CEO, or Executive Chair, consults as appropriate with key employees and the relevant

professionals throughout the Group. This forms part of the basis for determining changes in Executive Director and senior executive remuneration

which also takes into consideration factors detailed earlier in this report.

CONSIDERATION OF SHAREHOLDER VIEWS

The Committee takes into consideration views expressed by shareholders and their proxy advisers regarding remuneration, either at the AGM, or by

correspondence, or at one-to-one or Group meetings and shareholder events or otherwise by considering these views at the relevant Committee

meetings which are subsequently reported to and considered by the Board as a whole. The Committee takes shareholder and their proxy adviser’s

feedback into careful consideration when reviewing remuneration and regularly reviews the Directors’ Remuneration Policy in the context of key

institutional shareholder guidelines and best practice. It is the Committee’s policy to consult with major shareholders prior to making any major

changes to its executive remuneration structure.

Ferrexpo plc

Annual Report & Accounts 2024

142

Remuneration Report continued

Part B: Annual Report on Remuneration (audited)

The following section provides details of how the remuneration policy was implemented during the year. Throughout this report, the

remuneration of Directors who are paid in foreign currencies are disclosed in local currencies to facilitate year-on-year comparisons,

uninfluenced by exchange rate fluctuations.

COMMITTEE MEMBERSHIP IN 2024

The Committee currently comprises three Independent Non-executive Directors. Fiona MacAulay is Chair of the Remuneration Committee, with the

other members of the Committee being Stuart Brown and Vitalii Lisovenko. Stuart Brown was appointed to the Committee in February 2024.

The Committee met on five scheduled occasions and also held one ad-hoc meeting in 2024. Attendance at meetings by individual members,

together with a summary of the topics discussed at meetings in 2024 is set out in the Chair’s Introductory Letter on pages 130 to 133.

The Executive Chair, and the Chief Human Resources Officer (the “CHRO”) attended meetings of the Committee at the invitation of the Chair

of the Committee, and the Company Secretary acts as secretary to the Committee. The other Non-executive Directors and other members of

management may also attend meetings by invitation where appropriate. No Director is present when their own remuneration is being discussed.

ADVISORS

Following a competitive tender, the Committee appointed Korn Ferry in October 2019 to provide advice to the Committee. Korn Ferry is a member

of the Remuneration Consultants Group and adheres to its code of conduct.

Korn Ferry’s fees for services provided to the Committee in 2024 totalled £53,275 which were charged based on the time spent advising the

Committee. Korn Ferry also provides general remuneration advice to management in respect of remuneration elsewhere in the Group. The

Committee evaluates the support provided by its advisors periodically and is satisfied that the advice received is independent and objective and

that the advisors did not have any connections with Ferrexpo or any individual Directors which may impair their independence.

The Executive Chair, and the CHRO provide guidance to the Committee on remuneration packages of senior executives employed by the Group

(but not in respect of their own remuneration).

SINGLE TOTAL FIGURE OF REMUNERATION – AUDITED

The table below sets out in a single figure for each currency of payment the total remuneration received by each Executive Director during the year

ending 31 December 2024 and the prior year.

Salary / fee

Benefits

STIP

LTIP

4 & 5

Pension

Other

Total

Total fixed

remuneration

(single figure)

Total variable

remuneration

(single figure)

Executive Chair

L Genovese

(2024)

US$650,000

– – –

US$67,790 US$325,000 US$1,042,790 US$1,042,790

–

L Genovese

(2023)

US$237,500 – – – US$11,819 – US$249,319 US$249,319 –

Chief Financial Officer

N Kladiev

(2024)

CHF468,000 – CHF308,310 CHF2,995 CHF47,172 – CHF826,477 CHF515,172

CHF311,305

N Kladiev

(2023)

CHF283,862 – CHF335,000 CHF4,648 CHF11,354 – CHF634,864 CHF295,216 CHF339,648

The figures have been calculated as follows:

1. Base salary: amount earned for the year. Mr Kladiev’s salary for 2023 is from the date he joined the Board on 25 May 2023 to 31 December 2023.

2. Benefits: the taxable value of benefits received in the year (accommodation allowance/provision and healthcare).

3. STIP: the total bonus earned based on performance during the year. Further details are provided on pages 145 to 146.

4. LTIP: the market value of shares that vested based on performance of the relevant year (2024: anticipated 8.2% to vest; 2023: 16.78% vested). The 2021 LTIP value for N Kladiev

includes dividends of CHF2,477 paid over the performance period from 1 January 2021 to 31 December 2023. The 2022 LTIP for N Kladiev includes dividends of CHF348 paid in the

period 1 June 2022 to 31 December 2024 with the value based on the three-month average share price to 31 December 2024 of 76.63 pence. The actual vesting outcome of the

2022 LTIP award will be confirmed in the 2025 Directors’ Remuneration Report.

5. Average exchange rates used for LTIP value: 2024 – £1=CHF1.1252; 2023 – £1 = CHF1.1169.

6. Pension: N Kladiev receives an employer pension contribution of 7% of salary which is in line with the Swiss employee pension arrangement which is differentiated by age in

Switzerland. Mr Genovese receives an employer pension contribution of 8% of his salary as Executive Chair which is in line with the Swiss employee pension arrangement in

Switzerland. On top of this contribution, the pension provider levies a risk premium to cover disablement and/or death of a member and provision of a survivor pension.

This additional risk premium increases the employer pension contribution in the case of Mr Kladiev to 10.1% and for Mr Genovese to 10.4%.

7. Mr Genovese assumed the role of Executive Chair on 1 July 2023 following Mr North stepping down as CEO. The remuneration included in the table above reflects the amounts

paid to Mr Genovese in respect of this role. Remuneration earned prior to this date and currently in respect of his role as Non-executive Chair of the Company is detailed in the

table on the following page. As indicated in the letter from the Chair of the Remuneration Committee, Mr Genovese’s base salary was increased on 1 July 2024 from US$475,000

per annum to US$825,000 per annum. Consequently, from 1 January to 30 June Mr Genovese received a salary of US$237,500 and from 1 July to 31 December 2024 a salary of

US$412,500 totalling US$650,000 for the reporting year.

8. Other: Mr Genovese received a top-up to his executive salary as a result of the additional time commitment of the role as explained on page 132 of the Remuneration Committee

Chair’s Introductory Letter.

Strategic Report Financial Statements

143

Corporate Governance

The table below sets out in a single figure the total remuneration received by each Non-executive Director for the year ending 31 December 2024

and the prior year.

All figures shown in currency of payment, US$’000

2024 2023

Fees Benefits Pension Total Fees Benefits Pension Total

Non-executive Directors

L Genovese (Chair)

525 – – 525 578 – – 578

V Lisovenko

203 – – 203 196 – – 196

F MacAulay (Senior Independent Director)

208 – – 208 200 – – 200

S Brown

178 – – 178 27 – – 27

Former Non-Executive Directors

N Polischuk

211 – – 211 153 – – 153

AC Andersen

– – – – 80 – – 80

G Dacomb

– – – – 176 – – 176

1. Mr Genovese assumed the role of Executive Chair from 1 July 2023. The above table reflects his fee as Board Chair. The portion of remuneration earned for his role as Executive

Chair is disclosed in the Executive Director table on the previous page. In 2023, in addition to his base fee, Mr Genovese received a one-off payment of US$57,292 for additional

time spent on Board matters in the first quarter of 2023. This payment was in relation to the exceptional time commitment required as a result of the ongoing impact of the

Russian invasion of Ukraine. Mr Genovese also serves as a Non-executive Director of Ferrexpo AG and, in 2024, received a fee of US$80,000 p.a. (2023: US$80,000).

2. Mr Lisovenko was appointed the Employee Engagement Non-executive Director with effect from 10 February 2022.

3. Ms MacAulay is the SID and Chair of the Remuneration Committee.

4. Mr Brown was appointed to the Board and served as Chair of the Audit Committee from 1 January 2024.

5. Ms Polischuk was formerly Chair of the Health, Safety, Environment and Community Committee. She ceased to be a Director on 11 January 2025.

6. Ms Andersen ceased to be a Director on 25 May 2023.

7. Mr Dacomb ceased to be a Director on 31 December 2023.

IMPLEMENTATION OF REMUNERATION POLICY

SALARY

Base salaries are reviewed annually with reference to the individual’s role, experience and performance; business performance; salary levels at

relevant comparators; and the range of salary increases applying across the Group. Given the focus on corporate costs within the business, the

salary review process for FY 2025 has been deferred until mid-year. Any increase awarded with effect from 1 July 2025 will be set out in next year’s

Directors’ Remuneration Report.

Base salary at:

Executive Director Position 1 January 2025 1 January 2024

N Kladiev CFO CHF468,000 CHF468,000

The Executive Chair was appointed on 1 July 2023 on a one-year contract to 30 June 2024 following Jim North, the former CEO, stepping down from

his role. His base salary and fee was set on appointment at US$1,000,000 made up of his current fee of US$525,000 as Board Chair and an

additional US$475,000 on an interim basis while he serves as Executive Chair. This fee was set to reflect his expected future time commitment in

the role in addition to his non-participation in the Company’s incentive plans which was not considered appropriate given the interim nature of his

appointment.

As detailed in the Committee Chair’s Introductory Letter, in connection with the expiry of the Executive Chair’s one year contract on 30 June 2024,

the Remuneration Committee undertook a review of the scope of his role and the actual time commitment that the role involved versus the original

expectations of the role and as a result reset his remuneration to better reflect the actual time commitment of the role. As a result, to reflect the

higher time commitment, his base salary and fee from 1 July 2024 was increased to a combined total of US$1,350,000 made up of his pre-existing

Board Chair fee of US$525,000 and an additional allowance, in recognition of the extra time commitment, of US$825,000.

Having rebased the remuneration for the time commitment of the role, there is no expectation of any future adjustments for the role beyond a cost

of living related adjustment. The Committee also does not intend to introduce incentive pay to the role.

Should the role revert to a more traditional Non-executive Board Chair role, or the time commitment of the role materially reduce or increase,

remuneration would be adjusted accordingly.

PENSIONS AND OTHER BENEFITS – AUDITED

The Group does not operate a separate pension scheme for Executive Directors. In line with other employees, under the rules of the Zurich pension

scheme that is mandatory as a condition of service for employees in Switzerland, Mr Kladiev receives a company pension contribution of 7% of

salary and Mr Genovese receives a 8% pension contribution in respect of the salary he receives in relation to the executive function of his role.

Additionally, a mandatory risk premium is paid to the insurer to cover disablement and/or death of a member and the provision of a survivor’s

pension. In 2024, this additional risk premium increased the employer pension contribution for Mr Kladiev and Mr Genovese to 10.1% and 10.4%

of salary respectively.

Ferrexpo plc

Annual Report & Accounts 2024

144

Remuneration Report continued

2024 STIP OUTCOME – AUDITED

The Company, as a single product producer of iron ore pellets with a focused customer portfolio, sets its performance targets to ensure that the

Executive Directors and senior executives are motivated to enhance shareholder value both in the short term and over the longer term.

The performance targets were set against our key operational and financial priorities that included production, total mining movement including

stripping, Group cash EBITDA (normalised for realised sales prices within a +/-5% band), sales volume and safety, diversity and environmental

compliance. The choice of performance metrics aligned with sustainable profitable mining in a safe environment.

The specific targets were set with reference to the budgeted performance for each metric, with the Committee retaining judgment on the extent of

under or over performance versus budget in light of the dynamic operating environment created by the war. Where targets are exceeded, an above

target bonus for that portion of the bonus may be paid (the Committee set this at 75% of the maximum for each part of the bonus), where the

budget is missed, a below target bonus for that element may only be paid (the committee set this at 25% of the maximum for each part of the

bonus). The overall bonus earned based on a testing of the targets was also to be subject to Committee discretion to make an adjustment if there

was a disconnect between overall performance, reward and affordability. This structure is as set out in the 2024 Directors’ Remuneration Policy and

reflects the inherent challenges in operating in a dynamic war environment (e.g. availability of electricity, distribution routes to market etc.).

Only the CFO was eligible for a bonus in 2024, at a maximum of 150% of salary with on-target set at 75% of salary. Performance against the targets

set and the bonus achieved is set out below.

The targets set, actual performance against the targets and the testing of those targets and the associated out-turn are detailed in the table below.

Performance in relation to 50% of the total bonus exceeded the targets set and were scored at 75% of the maximum for each part of the bonus.

Performance in relation to the remaining 50% of the total bonus was below the targets set and were scored at 25% of the maximum for each part

of the bonus. This resulted in an overall bonus outcome of 50% of maximum (75% of salary). The Committee then used its discretion, as detailed in

the Chair’s Introductory Letter to reduce the bonus by 7.5% in light of the Group-wide focus on cash conservation. This resulted in a final bonus of

45% of the maximum (67.5% of salary). A full analysis of the factors considered by the Committee when assessing targets and its use of discretion is

set out below the Business Scorecard below.

BUSINESS SCORECARD (100% OF STIP)

KPI Measure/target

Weighting

Target

75%

Scorecard

outcome

Outcome

for each

element % Assessment

Max as a %

of salary

Weighted

outcome

as a % of

salary

Financial Group Cash EBITDA (US$, million)

30.0% 80.7 39.9 49.4% Below target 45.0% 11.25%

ESG LTIFR (% < FXPO 5YR average (0.52)) 10.0% -20% 1.9% -9.4% Below target 15.0% 3.75%

Diversity Ratio (% Women in leadership

(grade 10+))

10.0% 23.3% 22.9% 98.3% Below target 15.0% 3.75%

Environmental plan compliance 10.0% 100% 155.3% 155.3% Stretch 15.0% 11.25%

Operational Production volume (pellets only) (kt) 15.0% 4,960 6,071 122.4% Stretch 22.5% 16.88%

Total mining movement including stripping (kt) 15.0% 54,039 64,774 119.9% Stretch 22.5% 16.88%

Sales &

Marketing

Sales volume (pellets only) (kt) 10.0% 5,150 6,010 116.7% Stretch 15.0% 11.25%

Total 100.0% 150.0% 75.0%

Scorecard outcome as a percentage of salary 75.0%

Committee discretion applied -7. 5%

Outcome as a percentage of salary 67. 5%

1. restated for realised price within a +/-5% band as per the bonus plan targets set at the start of the year.

When assessing the business scorecard targets set at the beginning of the year, the Committee acknowledged that 2024 had been an exceptionally

challenging year, despite an overall improvement in performance compared to 2023. The ongoing war in Ukraine, now in its fourth year, continued

to constrain operations. Against this backdrop, demand for the Group’s products remained sluggish among steelmakers, while the iron ore market

faced volatility and declining prices. Additionally, input costs rose sharply, particularly for electricity, which had to be imported from Europe due to

Russian attacks on Ukraine’s energy infrastructure. The global surge in energy prices, exacerbated by the war and inflation, further impacted the

Group’s input costs.

Although Black Sea export routes reopened, allowing for increased shipping, this led to higher expenses due to elevated insurance premiums and

freight costs. As a result, despite increased mining activity, pellet production, and sales being all ahead of budget, the Group fell short of its cash

EBITDA target.

The Committee also reviewed the Group’s progress on ESG targets. Due to disruptions from the war, two out of three ESG targets were missed,

though only marginally. However, environmental compliance exceeded expectations, achieving stretch. While the diversity target was not met, the

Committee noted that the Group continued to make significant strides toward gender balance. In 2024, the proportion of managerial roles held

by women increased from 22.3% in 2023 (87 female managers) to 22.9% (97 female managers), with this positive trend expected to continue into

2025, despite the war. The Group remains on track to meet its goal of at least 25% female representation in managerial roles by 2030.

Strategic Report Financial Statements

145

Corporate Governance

Further, overall female representation in the workforce improved, rising from 30.9% in 2023 to 32.2% in 2024. Notably, despite a reduction in

total workforce numbers due to operational challenges, the number of female employees increased from 2,130 in 2023 to 2,145 in 2024 which

represented a recruitment ratio of 0.8 women for every man. The Committee recognised this as a significant achievement, particularly given the

complexities of maintaining a variable workforce while advancing diversity and talent management strategies.

On workplace safety, the Committee noted that the Group’s Lost-Time Injury Frequency Rate (“LTIFR”) remained ahead of industry peers. However,

it expressed concern over a rise in workplace accidents in 2024. While the increase was understandable given the ongoing conflict and the

psychological strain it imposes—potentially affecting workers’ focus and mental well-being—it is a key area for improvement. The Committee

emphasised the need for continued vigilance and enhanced measures to safeguard employees in such a difficult environment.

Beyond the scorecard results, the Committee recognised management’s relentless efforts to safeguard the Group’s assets despite the challenges

of war. Their commitment ensured the continued production and sale of high-grade pellets, even in highly adverse conditions. The swift execution

of a right-sizing strategy, along with the development of a more diverse product range, particularly record production of DR pellets, tailored to

shifting market demands, allowed the Group to remain agile and responsive to uncertainty.

By optimising available logistics capacity, management minimised disruptions, maintaining a steady supply to European customers while also

protecting the Group’s long-term stability. As a result, the business remained cash flow positive, upheld a strong cash position, and carried no

financial debt. Notably, the Group closed the year with a cash balance exceeding US$100 million.

Given the challenging year for the business, the Committee carefully reviewed the scorecard outcome and determined that an on-target bonus

would not accurately reflect the missed key targets. Most notably, the Group fell short of its EBITDA target, and while rising costs were partly driven

by external factors, certain controllable cost elements could have been managed more effectively.

Additionally, safety remains a fundamental priority, and the increase in workplace accidents was a serious concern. The Committee emphasised the

need for greater management focus on improving safety performance in 2025 to prevent further incidents.

Taking these factors into account—along with the overall affordability for the business—the Committee exercised downward discretion, reducing

the bonus outcome by 7.5%. As a result, it was determined that the CFO earned a bonus of 45.0% of the maximum, 67.5% of salary. In determining

that the final bonus amount was appropriate, the Committee had regard to the wider stakeholder experience during the year, including the returns

generated for shareholders and the bonus awards made across the executive leadership team which were calculated on the same basis.

As detailed in the Chair’s Introductory Letter, the Committee also considered the policy requiring the CFO to defer 25% of the bonus (net of tax)

into shares, with a two-year holding period in normal circumstances. In light of the Committee’s use of negative discretion, the volatility of the

Company’s share price as a result of the war, and the exceptional pressure on bonus plan participants arising from the war, the Committee

concluded that the bonus should be paid solely in cash.

STIP FRAMEWORK FOR 2025

The CFO’s 2025 STIP opportunity will remain at 150% of salary for maximum performance, calculated as a percentage of salary earned during

the year.

Given the continuing dynamic nature of operating during a war, the Committee is to retain the same bonus structure for 2025.

The measures used for the 2025 bonus which are aligned with the Group’s priorities remain as per 2024 and are as set out in the table below.

KPI Weighting

Financial

Underlying cash EBITDA

30.0%

ESG

Safety

Diversity

Environmental compliance

25.0%

Operational

Production

Total mining movement

30.0%

Sales and Marketing

Sales volume

15.0%

Total 100.0%

Ferrexpo plc

Annual Report & Accounts 2024

146

Remuneration Report continued

LTIP AWARD VESTING (AUDITED)

The 2022 LTIP award is subject to TSR outperformance of a tailored comparator group (75% weighting) tested over the period from 1 June 2022 to

31 May 2025, and Production of 67% Fe pellets (12.5% weighting) and carbon emissions reductions (12.5% weighting) with both of these targets

tested over the three-year period to 31 May 2025.

With regard to the TSR performance period, this was set to run from the grant date as the award was delayed as a result of the Russian invasion of

Ukraine in February 2022. The Russian invasion had a negative impact on the Company’s share price and so the starting point for measuring relative

TSR performance (based on an average share price) was June 2022. With the impact of the invasion continuing to weigh heavily on the Company’s

share price, with five months of the performance period to run as at 31 December 2024, no vesting is anticipated arising from the TSR portion of the

award. The TSR test is based on our relative performance to date against a bespoke Index of comparable Iron Ore and Composite Miners. Actual

vesting will be confirmed in the 2025 Directors’ Remuneration Report.

With regard to the production and carbon emissions reduction targets, actual performance against the targets set and the proportion of the award

vesting is set out in the table below.

Performance condition Weighting

Threshold target

(20% vests)

Maximum target

(100% vests) Result

TSR

75.0% Index Index + 8.0% p.a. With 31 of the 36

months completed,

Ferrexpo’s

performance suggests

0% out of 75% vesting

Straight line vesting

takes place between

performance points

Production of 67% Fe pellets

12.5% 3.0% over period 7.0% over period 5.28% over the period,

so vesting at 8.2% out

of 12.5%

Carbon emissions reduction 12.5% 3.0% p.a. 5.0% p.a. Reduction of 0.142%

p.a. over the period, so

this part of the award

will not vest

1. TSR is measured against an index of iron ore and diversified miners.

2. Subject to the cessation of the war in Ukraine and the re-opening of export port facilities enabling delivery to DR-pellet customers

The Committee will confirm final vesting in the 2025 Directors’ Remuneration Report with the current estimate being 8.2% of the total award.

The estimate of vesting for the purposes of the Single Figure Table is based on the above assessment and the award details set out below and

will be restated in the 2025 Directors’ Remuneration Report.

Details of the number of shares expected to vest under the 2022 Award are set out in the table below.

Date of grant

Number of

Award share

price

Value

awarded

based on

grant price

Estimated

vesting

percentage

Number of

estimated to

vest

Value vesting

based on

grant price

Share price at

date of

vesting

Value based

on vesting

Price

Impact of

share price

appreciation/

depreciation

N Kladiev 01.06.22 37, 440 164.23p £61,488 8.2% 3,070 £5,042 76.63p £2,353 -53%

1. Based on the average share price over the three-month period from 1 March to 30 May 2022 preceding the start of the TSR performance period.

2. Based on the three-month average share price to 31 December 2024 of 76.63 pence. Value figures exclude dividends received over the vesting period of CH348.

3. Excludes value of shares in lieu of dividends (2024: nil) in the reporting year.

Strategic Report Financial Statements

147

Corporate Governance

LTIP GRANTED IN 2024 (AUDITED)

Mr Kladiev was granted a 2024 LTIP award in respect of 166,000 shares as shown in the table below.

Executive Director Date of grant Number of shares Face value

Face value

(% of salary)

End of vesting

period

N Kladiev 01.06.24 166,000 £102,123 25% 01.06.27

1. Based on the volume weighted average share price over the three-month period prior to grant (ending 7 May 2024) of 61.59pence.

The 2024 LTIP award, in line with the 2024 Remuneration Policy was granted as a Restricted Share Award. The above shares will be eligible to vest

three years from grant subject to remaining in employment and satisfaction of a performance underpin.

The performance underpin requires the Committee to consider the Company’s performance relative to its mid- to long-term financial, operational

and sustainability plans as well as individual performance and it may reduce the vesting level, including to zero, if performance is not considered

consistent with the Board’s plans. This assessment will take into account the dynamic operating environment that currently prevails as a result of

the Russian invasion of Ukraine. The Committee also retains the ability to adjust the number of shares vesting in the event that there is to be a

perceived windfall gain.

LTIP FRAMEWORK FOR 2025

The same approach will operate in relation to 2025 as in 2024. The Committee intends to grant Mr Kladiev a Restricted Share Award which is

expected to have a face value of 25% of his salary.

The number of shares under the award will be based on the average share price over such period as the Committee determines is appropriate prior

to grant (currently expected to be the volume-weighted average share price for up to 5 dealing days), and the Committee will retain the ability to

adjust the number of shares vesting in the event that there is to be a perceived windfall gain.

The award will vest three years after grant, subject to continued service, with any shares vesting subject to a two-year holding period. An underpin

will also apply. The Committee will consider the Company’s performance relative to its mid- to long-term financial, operational and sustainability

plans as well as individual performance and may reduce the vesting level, including to zero, if performance is not considered consistent with the

Board’s plans. This assessment will take into account the dynamic operating environment that currently prevails as a result of the Russian invasion

of Ukraine.

Any shares vesting from these awards will be subject to recovery provisions (as detailed in this Remuneration Report).

NON-EXECUTIVE DIRECTORS (INCLUDING THE CHAIR)

As set out above, the Board Chair currently receives a combined executive and non-executive fee of $1,350,000. The Non-executive portion of

US$525,000 has not been increased vis-à-vis 2024.

The wider Non-executive Directors’ fees were also eligible for review at the end of 2024 with the decision taken, as per the wider corporate

employee base as noted earlier, to defer any review until July 2025. For completeness, current fees as at 1 January 2025 are as set out below:

Role Current fee levels Change

Chair fee US$525,000 +0%

Non-executive Director base fee US$148,000 +0%

Committee Chair fee

US$20,000 +0%

Senior Independent Director fee US$35,000 +0%

Audit Chair fee US$30,000 +0%

Remuneration Chair fee US$25,000 +0%

Employee Engagement Director fee US$35,000 +0%

1. The fee applies to the Chairs of Committee of Independent Directors, Health, Safety, Environment and Community Committee and Nominations Committee.

In addition to his fee as Executive Chair of the Board, Mr Genovese serves as a Non-executive Director of Ferrexpo AG for which he receives a fee of

US$80,000 p.a.

Ferrexpo plc

Annual Report & Accounts 2024

148

Remuneration Report continued

DIRECTORS’ SHAREHOLDINGS (AUDITED)

Total interests of the Directors in office (and connected persons) as at 31 December 2024:

At 31 December

2024

At 31 December

2023

L Genovese 233,651 233,651

N Kladiev

129,789 127,574

F MacAulay 3,536 3,536

V Lisovenko – –

S Brown – –

Former Directors

AC Andersen

– –

G Dacomb

– –

N Polischuk

– –

1. N Kladiev joined the Board on 25 May 2023.

2. AC Andersen stood down as a Non-executive Director on 25 May 2023 and her 2023 shareholding is as of that date.

3. G Dacomb stepped down as a Director on 31 December 2023 and his 2024 shareholding is as of that date.

4. N Polischuk stepped down as a Director on 11 January 2025.

Executive Directors are subject to shareholding requirements under which they are required to build up a holding of shares of equivalent value to

200% of salary. Executive Directors will be expected to retain half their vested LTIP shares on an after-tax basis. Shares deferred under the annual

bonus and shares that have vested under the LTIP but which are still subject to the two-year holding period will also count towards the guideline, on

a net of tax basis, if applicable.

A post-employment share ownership guideline applies under which departing Executive Directors will be expected to retain the lower of their share

ownership at cessation of employment and 200% of salary for a minimum period of two years. Only shares deferred under the annual bonus (from

2022, on an after-tax basis) and all shares which vest under awards granted to an Executive Director from 2022 (after tax) during an Executive

Director’s tenure will count for the purposes of the post-cessation guideline. The Committee will retain discretion to disapply the guideline in

exceptional circumstances (e.g. death).

Mr Kladiev’s shareholding against the guideline as at 31 December 2024 was as follows:

Shareholding

requirement

(% salary)

Owned

outright

Subject to

performance

Current

shareholding

(% salary)

Requirement

met?

N Kladiev 200% 129,789 268,040 101.2% In progress

1. Performance awards are conditional awards. Further details of shares subject to performance are provided below.

2. Based only on shares owned outright at 31 December 2024 and a share price of 105.8 pence on 31 December 2024 and an exchange rate of £1=CHF1.1252

Details of LTIP awards held by Mr Kladiev are provided below.

Award

At 1 January

2024

Granted

(2024 award)

Estimated to

vest

Estimated to

lapse

Total at

31 December

2024

Award

share price

(pence)

End of

performance

period

N Kladiev 2022 Award

37,4 40 3,070 34,370 0 164.2 31.05.25

2023 Award 64,600 64,600 136.8 31.12.25

2024 Award 166,000 166,000 0.62 31.12.27

Total 102,040 166,000 3,070 34,370 230,600

1. Based on the average share price over the three-month period preceding the start of the performance period. For the 2022 Award, based on the three-month volume weighted

average price prior to 1 June 2022. For the 2023 Award, based on the three-month volume weighted average price prior to 3 January 2023 of 136.8 pence. For the 2024 Award the

three-month average volume weighted share price prior to grant of 62 pence.

2. The 2024 award was granted as a Restricted Share Award and so vests based on continued employment through to the vesting date on 1 June 2027 and satisfaction of the

performance underpin that the Committee will assess over the three years to 31 May 2027 (as above).

3. The vesting of the 2022 Award is set out on page 147.

There have been no changes in the interests of the Directors from the end of the period under review to 18 March 2025 being a date not more than

one month prior to the date of notice of the AGM. Total outstanding (i.e. awarded but not yet vested) awards granted under the LTIP as at the end

of 2024 are equivalent to 0.046% of issued share capital.

Strategic Report Financial Statements

149

Corporate Governance

PAYMENTS TO PAST DIRECTORS AND FOR LOSS OF OFFICE (AUDITED)

Mr Wolfram Kuoni retired from Ferrexpo plc Board on 28 November 2016 and serves as Chair of Ferrexpo AG. In 2024, he received a fee of

US$100,000 for his role as Chair and an additional US$113,636 for additional time spent on shareholder engagement and travel to Ukraine.

The Group entered into an offset agreement with Mr Kostyantin Zhevago relating to amounts potentially owing to Mr Zhevago under his previous

CEO contract. See Note 34 Related Party Disclosures to the Consolidated Financial Statements.

In 2024, there were no payments made for loss of office and no other payments made to past Directors that have not been previously disclosed.

PERCENTAGE CHANGE IN DIRECTORS’ REMUNERATION COMPARED TO EMPLOYEES

The table below sets out the percentage change in salary, taxable benefits and annual bonus between 2024 and 2023, and prior periods for the

Directors of the Company and the average for an all-employee population.

2024 vs 2023 2023 vs 2022 2022 vs 2021 2021 vs 2020 2020 vs 2019

Change

in salary/

fees

Change

benefits

Change

in bonus

Change in

salary/

fees

Change in

benefits

Change in

bonus

Change in

salary/

fees

Change in

benefits

Change in

bonus

Change in

salary/

fees

Change in

benefits

Change in

bonus

Change in

salary/

fees

Change in

benefits

Change in

bonus

All employee

average

-4.6% 0% -0.9% 7.6% 0% -29.7% 3.0% 0% -16.8% 13.4% 0% 37.1% 24.0% 0% 2.9%

N Kladiev (CFO)

6.2% 0% -8.0% N/A N/A N/A – – – – – – – – –

L Genovese (Exec.

Chair)

310.5% 0% 0% 90% 0% 0% 0% 0% 0% 0% 0% 0% 400.0% 0% 0%

V Lisovenko (EED)

0% 0% 0% 5% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%

F MacAulay

(SID) 0% 0% 0% 5% 0% 0% 0% 0% 0% 0% 0% 0% 35.0% 0% 0%

S Brown

0% 0% 0% – – – – – – – – – – – –

Former Directors

AC Andersen

– – – 5% 0% 0% 0% 0% 0% – – – – – –

G Dacomb

– – – 5% 0% 0% 9.7% 0% 0% 0% 0% 0% 35.0% 0% 0%

N Polischuk

0% 0% 0% 5% 0% 0% 0% 0% 0% – – – – – –

1. The All Employee population is based on the remuneration for the Executive Committee. This population is being used as Ferrexpo plc does not have any employees. The chosen

population is considered the most relevant employee comparative group given the Group-wide nature of roles performed by incumbents.

2. N Kladiev was appointed to the Board as CFO with effect from 25 May 2023.

3. Mr Genovese was appointed to the Board in February 2019 and appointed Chair in August 2020. He assumed the role of Executive Chair with effect from 1 July 2023.

4. Mr Lisovenko served as SID from August 2019 until February 2022 when he was appointed Employee Engagement Director (“EED”) and received the same additional fee as when

he served as SID.

5. Ms MacAulay was appointed to the Board in August 2019, and was appointed SID in February 2022.

6. Mr Brown was appointed to the Board on 22 October 2023.

7. Ms Andersen was appointed to the Board in March 2021 and stood down as a Non-executive Director on 25 May 2023.

8. Mr Dacomb was appointed to the Board on 10 June 2019. In August 2022, his fee was increased as a Chair of the Audit Committee. Mr Dacomb resigned as a Non-executive

Director on 31 December 2023.

9. Ms Polischuk was appointed to the Board on 29 December 2021 and stepped down as a Non-executive Director on 11 January 2025.

RELATIVE IMPORTANCE OF SPENDING ON PAY

The table below shows Ferrexpo’s dividend and total employee pay expenditure (this includes pension and variable pay, including STIP and fair value

of LTIP, but not social security) for the financial years ended 31 December 2024 and 31 December 2023, and the percentage change.

US$ million 2024 2023

Year-on-year

change

All-employee remuneration 79 68 15.2%

Distributions to shareholders

0.47 456 -89.7%

1. Includes dividends and share buy-backs.

Ferrexpo plc

Annual Report & Accounts 2024

150

Remuneration Report continued

COMPARISON OF COMPANY PERFORMANCE AND EXECUTIVE DIRECTOR PAY

The graph below shows the value, at 31 December 2024, of £100 invested in Ferrexpo’s shares on 31 December 2014 compared with the current

value of the same amount invested in the FTSE 250 and All-Share indices and in the shares of the LTIP comparator group. The FTSE 250 and

All-Share indices are chosen because Ferrexpo was a constituent member of the FTSE 250 for the majority of the period.

300

600

1,200

1,100

1,00

800

700

500

400

200

100

900

31 Dec

2014

31 Dec

2015

31 Dec

2016

31 Dec

2017

31 Dec

2018

31 Dec

2019

31 Dec

2020

31 Dec

2024

31 Dec

2021

31 Dec

2022

31 Dec

2023

Value (£)

Ferrexpo 2023 LTIP Index

FTSE 250 Index FTSE All-Share Index

HISTORICAL TSR PERFORMANCE

Growth in the value of a hypothetical £100 holding over the ten years to 31 December 2024.

CHIEF EXECUTIVE OFFICER’S PAY

2015 2016 2017 2018 2019 2020¹ 2021 2022 2023² 2024

KZ KZ KZ KZ KZ CM/JN JN JN JN/LG LG

Single figure total remuneration

(US$’000)

243 243 255 251 257 595/1,147 2,473 2,147 540/249 1,043

STIP vesting (% max) K Zhevago did not participate in the STIP 36/67 67 50 0/ N/A 0

LTIP vesting (% max) K Zhevago did not participate in the STIP 0/0 100 72 17/ N/A 0

1. 2020 single figure remuneration total based on the total for Mr Mawe in the period from 1 January to 28 May 2020 and for Mr North in the period between 28 May and

31 December 2020.

2. 2023 single figure remuneration total based on the total for Mr North as CEO in the period from 1 January to 30 June 2023 and for Mr Genovese as Executive Chair in the period

from 1 July to 31 December 2023.

STATEMENT OF SHAREHOLDER VOTING

The following table shows the results of the binding vote on the Remuneration Policy and the advisory vote on the 2023 Remuneration Report at

the 2024 AGM.

For Against Withheld

(millions) %

(millions)

Remuneration Policy (at 2024 AGM) 431 99.0% 4 1.0% 37,376

2023 Remuneration Report (at 2024 AGM) 421 97.7% 10 2.3% 33,171

This report was approved by the Board on 18 March 2025.

Signed on behalf of the Board

Fiona MacAulay

Chair of the Remuneration Committee

18 March 2025

Strategic Report Financial Statements

151

Corporate Governance

INTRODUCTION

The Company was incorporated under the name Ferrexpo plc as a public company limited by shares on 22 April 2005. Ferrexpo plc listed on the

London Stock Exchange in June 2007 and is a member of the FTSE 250 Index.

The Directors present their Annual Report and Accounts on the affairs of the Group, together with the financial statements and auditor’s report,

for the year ended 31 December 2024.

The ongoing war in Ukraine continues to have an adverse impact on the Group’s cash flow generation and profitability as the access to logistics

network required for the Group’s seaborne sales, although open remains restricted. The war poses a material uncertainty in respect of the Group’s

going concern assessment (see Note 2 Basis of preparation to the Consolidated Financial Statements on page 178 for further details).

The Group is also exposed to the risks associated with operating in a developing economy, which may or may not be exacerbated by the war and/or

the current circumstances facing Mr Zhevago (see Ukraine country risk on page 86). As a result, the Group is exposed to a number of risk areas that

are heightened compared to those expected in a developed economy, such as an environment of political, fiscal and legal uncertainties, which

represents another material uncertainty as at the approval of these consolidated financial statements. Note 30 Commitments, contingencies

and legal disputes provides further information on ongoing legal proceedings and disputes, including a contested sureties claim in the amount

of UAH4,727 million (US$113 million as at 31 December 2024), for which the Group recognised a full provision in accordance with the relevant

accounting standard. Information about the use of financial instruments by the Group is given in Note 27 Financial instruments to the Consolidated

Financial Statements on page 212.

DIVIDENDS

Results for the year are set out in the Consolidated Income Statement on page 173.

Like the financial year 2023, the Group did not make any dividend payments during the financial year 2024

The Group announced on 18 January 2024 an Interim Dividend of 3.3 US cents, which was due for payment to shareholders on 23 February 2024.

Following subsequent and unexpected events in Ukraine relating to a claim against one of the Group’s Ukrainian subsidiaries (see Note 30

Commitments, contingencies and legal disputes for further information), the Group announced on 20 February 2024 that the Board had

reconsidered the Interim Dividend and decided to withdraw it.

In view of the on-going war in Ukraine, the Board has decided not to declare an interim dividend in conjunction with the Group’s full year results for

2024. The Board will continue to assess the situation and, when appropriate, will make a decision in relation to shareholder returns.

DIRECTORS

The Directors of the Company who served during the year and up to the date of approval of this Directors’ Report were:

• Lucio Genovese

• Nikolay Kladiev

• Vitalii Lisovenko

• Fiona MacAulay

• Natalie Polischuk (resigned 11 January 2024)

• Stuart Brown

Except for Natalie Polischuk who resigned on 11 January 2024, all of the Directors will retire at the forthcoming AGM and, being eligible, will offer

themselves for re-election.

Further details about the Directors and their roles within the Group are set out in the Directors’ biographies on pages 102 to 103. Details of the

remuneration of the Directors, their interests in shares of the Company and their service contracts or letters of appointment are contained in the

Remuneration Report on pages 130 to 151.

APPOINTMENT AND REPLACEMENT OF DIRECTORS

Directors may be elected by the shareholders (by ordinary resolution) or appointed by the Board. A Director appointed by the Board holds office

only until the next AGM and is then eligible for election by the shareholders.

POWERS OF THE DIRECTORS

Subject to the Articles, the Act and any directions given by special resolution, the business of the Company will be managed by the Board which

may exercise all the powers of the Company.

DIRECTORS’ AND OFFICERS’ INSURANCE

The Company maintains Directors’ and Officers’ Liability Insurance in respect of legal action that may be brought against its Directors and Officers.

DIRECTORS’ INDEMNITY PROVISION

During the period under review, the Group had in force a qualifying third party indemnity provision in favour of each of the Directors of Ferrexpo plc

against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Act.

Ferrexpo plc

Annual Report & Accounts 2024

152

Directors’ Report

ADDITIONAL DISCLOSURES

Additional disclosures which are incorporated by reference into this Directors’ Report, including any information required in accordance with UK

Listing Rule 6.6.1R of the UK Listing Rules, where applicable to the Company, or the Act can be located as set out in the following table:

Page

Capitalised interest (UKLR 6.6.1R (1)) See Note 10 Net finance expense to the Consolidated Financial

Statements

188

Details of long-term incentive schemes (UKLR 6.6.1R (3)) Remuneration Report 130

Contracts of significance (UKLR 6.6.1R (9)) See Note 30 Commitments, contingencies and legal disputes

and Note 34 Related party disclosures to the Consolidated

Financial Statements. Transactions with FC Vorskla are

considered to be contracts of significance under the UK Listing

Rules

221

229

Details of waivers of dividends by shareholders

(UKLR 6.6.1R (11) and (12))

As at 14 March 2025, the Employee Benefit Trusts contain

9,766,759 Ferrexpo Ordinary Shares for satisfying existing and

future awards under management incentive schemes. A dividend

waiver is in place in respect of these shares.

–

Board statement on carrying on business independently

from controlling shareholders (LR 6.6.1R (13)).

Corporate Governance Report 97

Disclosures concerning greenhouse gas emissions Strategic Report 49

Engagement with suppliers, customers and others Strategic Report and pages 56

Financial instruments The Group does not hold any derivative financial instruments.

Group policy on financial instruments is set out in Note 27

Financial instruments to the Consolidated Financial Statements

212

Events since the balance sheet date See Note 35 Events after the reporting period to the

Consolidated Financial Statements

231

Likely future developments in the business Strategic Report 13

Statement of Directors’ responsibilities in respect of the

Annual Report and Accounts

Corporate Governance Report 159

Information that fulfils the requirements of DTR 7.2

(other than DTR 7.2.6)

Corporate Governance Report 97

DISCLOSURES REQUIRED BY STATUTE

EMPLOYEES

Information on the Group’s employment policies can be found in the Strategic Report on pages 47 to 48. Employee numbers are stated in Note 29

Employees to the Consolidated Financial Statements on page 220. The Group employs fewer than 250 staff in the United Kingdom and therefore it

does not disclose its policies on employee involvement or employing disabled people. However, the Group gives fair consideration to applications

for employment from disabled people.

POLITICAL DONATIONS

The Group made no political donations, political expenditure or political contributions during the year.

ENERGY CONSUMPTION AND GREENHOUSE GAS EMISSIONS REPORTING

In the UK, our energy consumption is less than 40,000kWh, which is below the threshold for energy and greenhouse gas emissions disclosure.

The Group does report on its global energy consumption and greenhouse gas emissions and this information can be found in the Strategic Report

on page 49. UK energy consumption was the equivalent of less than 0.001% (2023: 0.001%) of the Group’s energy consumption in 2024 and UK

greenhouse gas emissions were the equivalent of less than 0.001% (2023: 0.001%) of the Group’s greenhouse gas emissions in 2024.

SHARE CAPITAL AND RIGHTS ATTACHING TO THE COMPANY’S SHARES

The Company has a single class of Ordinary Shares of 10 pence each.

Subject to applicable statutes and other shareholders’ rights, shares may be issued with such rights and restrictions as the Company may by

ordinary resolution decide, or (if there is no such resolution or so far as it does not make specific provision) as the Board may decide. At each AGM,

the Board proposes resolutions to the shareholders seeking authority for the Company’s Directors to allot new shares in accordance with relevant

institutional investor guidelines.

Details of the issued share capital of the Company are shown in Note 31 Share capital and reserves to the Consolidated Financial Statements on

page 226.

Strategic Report Financial Statements

153

Corporate Governance

VARIATION OF RIGHTS

Subject to the provisions of the Act, the rights attached to a class of shares may be varied or abrogated either with the consent in writing of the

holders of at least three-quarters of the nominal amount of the issued shares of that class (excluding any shares of that class held as treasury

shares) or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class validly held in

accordance with the Articles.

In accordance with the Articles, unless otherwise expressly provided by the rights attached to any class of shares, those rights shall be deemed not

to be varied by the purchase by the Company of any of its own shares or the holding of such shares as treasury shares.

TRANSFER OF SHARES

Any share in the Company may be held in uncertificated form and, subject to the Articles, title to uncertificated shares may be transferred by

means of a relevant system. Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the Uncertificated

Securities Regulations 2001 and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to

be transferred exceeds four.

Subject to the Articles, any member may transfer all or any of their certificated shares by an instrument of transfer in any usual form or in any other

form which the Board may approve. The Board may decline to register a transfer of a certificated share:

• if it is not in the approved form;

• which is not fully paid, provided that if the share is listed on the Official List of the Financial Conduct Authority such refusal does not prevent

dealings in the shares from taking place on an open and proper basis;

• on which the Company has a lien;

• by a person with a 0.25% or greater interest if such a person has been served with a notice and has failed within 14 days to provide the Company

with information concerning interests in those shares required to be provided under the Act, unless the transfer is shown to the Board to be

pursuant to an arm’s length sale.

The Company is not aware of any agreements between holders of securities that may result in restrictions on the transfer of securities or that may

result in restrictions on voting rights.

REPURCHASE OF SHARES

Subject to authorisation by shareholder resolution, the Company may purchase its own shares in accordance with the Act. Any shares which have

been bought back may be held as treasury shares or cancelled immediately upon completion of the purchase.

The Company was given authority to make market purchases of up to approximately 10% of its existing Ordinary Share capital by a resolution

passed on 23 May 2024. This authority will expire at the conclusion of the Company’s 2025 AGM. A special resolution to renew the authority will be

proposed at the forthcoming AGM. Details of the resolution renewing the authority to purchase Ordinary Shares will be set out in the Notice of

AGM.

The Company did not make use of the authority mentioned above during 2024.

DIVIDENDS AND DISTRIBUTIONS

Subject to the provisions of the Act, the shareholders may by ordinary resolution, from time to time, declare dividends not exceeding the amount

recommended by the Board. The Board may pay interim dividends and also any fixed rate dividends whenever the financial position of the Group,

in the opinion of the Board, justifies their payment.

Under the Company’s Articles, the Board may withhold payment of all or any part of any dividends or other monies payable in respect of the

Company’s shares from a person with a 0.25% or greater interest if such person has been served with a notice under Section 793 of the Act and

has failed within 14 days to provide the Company with information concerning interests in those shares required to be provided under the Act.

VOTING

At a general meeting of the Company, every member has one vote on a show of hands and, on a poll, one vote for each share held. Under the Act,

members are entitled to appoint a proxy or proxies to exercise all or any of their rights to attend, speak and vote at a general meeting. Subject to

the Act, a member that is a corporation may appoint one or more individuals to act on its behalf at a general meeting as a corporate representative.

Ferrexpo plc

Annual Report & Accounts 2024

154

Directors’ Report continued

RESTRICTIONS ON VOTING

No member is entitled to vote at any general meeting in respect of any shares held by them if any call or other sum outstanding in respect of that

share remains unpaid. Currently, all issued shares are fully paid. In addition, subject to the Articles, no member shall be entitled to vote if they have

failed to provide the Company with information concerning interests in those shares required to be provided under the Act.

SHARES HELD IN THE EMPLOYEE BENEFIT TRUST (“EBT”)

The trustees of the Company’s EBT may vote or abstain from voting on shares held in the EBT as they think fit and in doing so may take into account

both financial and non-financial interests of the beneficiaries of the EBT or their dependants.

DEADLINE FOR VOTING RIGHTS

The Articles provide a deadline for submission of proxy forms of not less than 48 hours before the meeting. The Directors will also specify in the

notice of any general meeting a time, being not more than 48 hours before the meeting, by which a person must be entered in the register of

members in order to have the right to attend and vote at the meeting. The Directors may decide, at their discretion, that no account should be

taken of any day that is not a working day when calculating the 48-hour period.

SUBSTANTIAL SHAREHOLDINGS

As at 31 December 2024, the Company had been advised, in accordance with the Disclosure Guidance and Transparency Rules, of the following

notifiable interests in its voting rights.

Name of shareholder Ordinary Shares Number of voting rights

% of the Company’s total

voting rights at date of notification

Fevamotinico S.a.r.l.

294,993,686 294,993,686 49.32%

As at 14 March 2025, the latest practicable date prior to publication of the Annual Report and Accounts, the following interests in voting rights had been

notified to the Company.

Name of shareholder Ordinary Shares Number of voting rights

% of the Company’s total

voting rights at date of notification

Fevamotinico S.a.r.l.

294,993,686 294,993,686 49.32%

1. Fevamotinico S.a.r.l. is a wholly owned subsidiary of The Minco Trust of which Kostyantin Zhevago and two other members of his family are the beneficiaries.

SIGNIFICANT AGREEMENTS – CHANGE OF CONTROL

The Company does not have any agreements with Directors or employees that would provide for compensation for loss of office or employment

resulting from a takeover. There are no circumstances connected with any other significant agreements to which the Company is a party that would

take effect, alter or terminate upon a change of control following a takeover bid, except those referred to below:

LTIP

The rules of the Company’s LTIP set out the consequences of a change of control of the Company on employee rights under the plan. Generally,

such rights will vest on a change of control to the extent that the performance conditions have been satisfied and on a time pro-rated basis, subject

to the discretion of the Remuneration Committee. Participants will become entitled to acquire shares in the Company, or in some cases, to the

payment of a cash sum of equivalent basis.

RELATIONSHIP AGREEMENT

Details of the Relationship Agreement entered into between Fevamotinico S.a.r.l., Kostyantin Zhevago, The Minco Trust and the Company can be

found in the Corporate Governance Report on page 108. The Relationship Agreement ceases to apply if Ferrexpo’s shares cease to be listed and

traded on the London Stock Exchange, or if the holding of Fevamotinico S.a.r.l., The Minco Trust or Mr Zhevago individually or collectively falls below

24.9% of the issued share capital of the Company and they are no longer a controlling shareholder for the purposes of the UK Listing Rules.

Strategic Report Financial Statements

155

Corporate Governance

GOING CONCERN

As at the date of the approval of these consolidated financial statements, the war in Ukraine is still ongoing and, during the financial year, the Group

continued to demonstrate its resilience and flexibility from an operating perspective, although the ongoing war continues to affect its financial

results. The situation in Ukraine is unpredictable and continues to require the Group to be extremely flexible, as mining operations and production

have to be adapted to the prevailing conditions. The regained access to Ukrainian Black Sea ports enabled the Group to expand its sales activities

and increase its production to the highest level since the full-scale invasion of Ukraine in February 2022.

The challenging and unpredictable environment in which the Group has been operating since the beginning of the invasion and the ongoing war,

whose duration and impact on the Group’s activities in future periods are difficult to predict, continues to represent a material uncertainty in terms

of the Group’s ability to continue as a going concern. In addition to the war-related material uncertainty, the Group is also exposed to the risks

associated with operating in a dynamic and adverse political landscape in Ukraine, which may or may not be exacerbated by the war and/or the

current circumstances facing Mr Zhevago (see Ukraine country risk in the Principal Risks section). As a result, the Group is exposed to a number of

risk areas that are heightened compared to those expected in a stable economy, such as an environment of political, fiscal and legal uncertainties,

which represents another material uncertainty as at the date of the approval of these consolidated financial statements.

The Group’s production volume is dependent on a constant power supply in Ukraine, which was affected during 2024 by Russian attacks on

power generation and transmission infrastructure in Ukraine, which has, together with higher than expected prices for energy and input materials,

especially for electricity imported from EU countries, an impact on the Group’s cash flow generation and profitability. The Group’s ability to operate

its assets also depends on sustainable and sufficient supply of other key input materials required for the mining and production processes as well

as maintaining an adequate number of experienced and skilled members of the workforce in Ukraine.

Despite the continued challenging situation during the financial year 2024, the Group increased its total commercial production to 6,890 thousand

tonnes of iron ore pellets and concentrate, representing an increase of 66% compared to 4,152 thousand tonnes during the financial year 2023.

While the Group’s net cash position benefited from the higher production and sales volumes in 2024, the weaker market resulted in a turbulent

price environment for iron ore products and higher prices for input materials and energy started in the second half of the year to deteriorate the

Group’s margin and cash flow generation. As a result, the Group’s net cash position decreased from US$108,293 thousand at the beginning of the

year to US$ 100,726 thousand as at 31 December 2024. Despite lower margins realised, the Group continued investment in sustaining and

development capital expenditure projects to ensure asset integrity and future efficiency gains.

As at the date of the approval of these consolidated financial statements, the Group is in a net cash position of approximately US$41,017 thousand

with an available cash balance of approximately US$45,471 thousand. In addition to the available cash balance, the Group has an outstanding trade

receivable balance of approximately US$43,421 thousand from its pellet and concentrate sales, which are expected to be collected in the next few

months, and finished goods already stockpiled of 412 thousand tonnes at different ports or storage locations other than the plant.

As disclosed in the Group’s 2023 Annual Report & Accounts, the ongoing war in Ukraine and other circumstances facing the Group have led to an

escalation of a number of risks, including risks relating to the political environment and the independence of the legal system in Ukraine, which

could have a material negative impact on the Group’s business activities and reputation. In addition to the material uncertainties related to the

ongoing war in Ukraine and the legal disputes in Ukraine, there are number of events after the reporting period that could have an impact on the

Group’s business activities and its ability to continue as a going concern. For further details, see Note 35 Events after the reporting period.

The court proceedings before the Supreme Court of Ukraine in respect of contested sureties (see Note 30 Commitments, contingencies and legal

disputes for further details) continued throughout the financial year 2024 and the first months of 2025. Although the management is of the opinion

that this claim is without merit, the full provision in the amount of UAH4,727 million (US$112,457 thousand as at 31 December 2024), which was

recorded as at the end of the previous year, was not released, considering the magnitude of this specific claim and the risks associated with the

judicial system in Ukraine. The outcome of this ongoing legal dispute represents a material uncertainty in terms of the Group’s ability to continue

as a going concern. A future cash outflow, which also depends on the details and technicalities of a possible enforcement in the event of a negative

decision by the Supreme Court, is likely to have a significant impact on the Group’s future cash flow generation and available liquidity. In addition

to this claim and as announced on 4 February 2025, the Group’s subsidiary Ferrexpo Poltava Mining (“FPM”) has received a civil claim seeking joint

liability of FPM and its General Director for damages amounting to UAH157 billion (approximately US$3.8 billion as at 14 March 2025) in favour of the

Ukrainian state (see Note 30 Commitments, contingencies and legal disputes for further details). This claim is related to an initial accusation on the

illegal sale of waste products, which have transformed into accusations that FPM is illegally mining and selling subsoil (minerals other than iron ore),

which is said to have caused damage to the environment. FPM rejects these allegations in their entirety on the basis that there was no illegal

extraction of the subsoil. FPM mines and extracts iron ore according to its mining licence and provides for the removal of rock and its storage as a

waste in addition to the extraction of iron ore. The management is of the opinion that these accusations and the claim are without merit and FPM

has started the vigorous defence of its position in the Ukrainian courts.

As disclosed in Note 35 Events after the reporting period, on 12 February 2025, personal sanctions have been imposed on Mr Zhevago by Ukrainian

authorities. Although, no sanctions have been imposed on any member of the Group, the personal sanctions on Mr Zhevago might have implications

on the Group’s operation, such as additional challenges with taxes, including refusal of VAT refunds, which could have an impact on the Group’s

ability to continue as a going concern. As it is likely that the Group’s subsidiaries in Ukraine will not receive VAT refunds until the sanctions against

Mr Zhevago are lifted, the Group has adjusted its long-term model to reflect the lower expected cash flow generation caused by the potential

absence of VAT refunds in Ukraine to minimise the impact on the available cash balance throughout the period of the going concern assessment.

In addition and connected with the personal sanctions on Mr Zhevago, on 20 February 2025, the State Bureau of Investigation (the “SBI”) made a

media announcement regarding a potential claim to the High Anti-Corruption Court of Ukraine (the “HACC”) to nationalise 49.5% of shares in FPM

and certain of its assets. As at the approval of these consolidated financial statements, FPM has not received a formal notification of such a claim.

Further to that, under Ukrainian laws, the SBI has no authority to petition, bring claims or make proposals (both on nationalisation or application of

any asset-confiscation sanction) to the HACC and the proper authority should be the Ministry of Justice of Ukraine. A nationalisation of 49.5% of

shares in FPM and certain of its assets is expected to have a significant impact on the Group’s ability to continue as a going concern as FPM could

lose key assets required for the production of iron ore pellets and concentrate. In addition, a nationalisation of 49.5% of shares in FPM will have

an impact on the equity attributable to the shareholders of Ferrexpo plc and its future distributable reserves because Ferrexpo AG would not be

entitled to dividends in relation to the nationalised 49.5% of shares in FPM. See Note 12 Earnings per share and dividends paid and proposed for

further details.

Ferrexpo plc

Annual Report & Accounts 2024

156

Directors’ Report continued

As disclosed in Note 35 Events after the reporting period, on 4 March 2025, the SBI also made a media statement that the Pecherskyi District Court

of Kyiv has granted a request of the Prosecutor General’s Office of Ukraine to transfer 49.5% of the corporate rights in Ferrexpo Poltava Mining

(“FPM”) held by Ferrexpo AG (“FAG”) to Ukraine’s Asset Recovery and Management Agency (“ARMA”). This transfer is in connection with ongoing

proceedings against Mr Zhevago relating to Bank F&C, as disclosed in detail on page 222 of Note 30 Commitments, contingencies and legal

disputes. Under the Ukrainian Criminal Procedure Code, the ARMA can accept into its management a piece of property that has been arrested only

to preserve real evidence. Corporate rights in a Ukrainian company cannot constitute real evidence as they cannot be treated as material objects.

Therefore, based on independent legal advice from Ukrainian counsel, the transfer of these corporate rights into the ARMA’s management is illegal.

As at the date of the approval of these consolidated financial statements, the Group has not been provided with a copy of the relevant court

decision of the Pecherskyi District Court of Kyiv and therefore the precise details of the court decision are not known to the Group. However, based

on independent legal advice from Ukrainian counsel, management understands that FAG remains the 100% owner of FPM and management does

not expect that the transfer of 49.5% of the corporate rights in FPM to ARMA will affect FPM’s operations or the Group’s ability to continue as a

going concern. Asset management is carried out on the basis of the management agreement concluded between ARMA and a selected manager.

Based on article 21 of the Law on ARMA, in those cases where the temporary management is established over shares, the manager is obliged to

coordinate the exercise of assumed powers at the shareholders meeting with the owner of the shares. This rule suggests that the manager cannot

vote at the shareholders meeting on its own, but only with the consent of the owner, Ferrexpo AG. However, a transfer of 49.5% of the corporate

rights in FPM to ARMA for management of these corporate rights will have an impact on the equity attributable to the shareholders of Ferrexpo plc

and its future distributable reserves. See Note 12 Earnings per share and dividends paid and proposed for further details.

As part of management’s going concern assessment, the Group continuously adjusts its financial long-term model to reflect the latest

developments in terms of possible production and sales volumes as well as latest market prices and production costs, which are still adversely

affected by production volumes lower than those before the war commenced. Considering the expected impact caused by the sanctions imposed

on Mr Zhevago, the Group updated its long-term model by significantly reducing its operation in 2025 and 2026, compared to the model in place

before the sanctions have been imposed on Mr Zhevago on 12 February 2025.

The updated base case of the financial long-term model shows that the Group has reasonably sufficient liquidity to continue its operations at a

reduced level throughout the entire period of the management’s going concern assessment, covering a period of 18 months from the date of the

approval of these consolidated financial statements. The updated base case assumes a pellet production volume of approximately 36% of the

pre-war level for the financial year 2025, before an increase to approximately 47% in 2026 and an expected recovery to almost the pre-war levels in

2027. The update of the long-term model resulted in a delay of the expected ramp-up to almost the pre-war level by one year, which was expected

to be 2026 in the previous model, and a significantly lower cash flow generation, affecting also the available cash balances throughout the period of

the going concern assessment. In addition, the production and sales volumes are also dependent on a constant power supply, the logistics network

available to the Group and other potential negative effects on the Group’s business activities as a result of the ongoing war.

The Group’s cash flow generation is most sensitive to price changes. The sensitivities prepared for reasonable adverse changes, with a focus on the

expected realised prices, show negative available liquidity balances under some scenarios in late 2025, before any actions taken, such as a further

reduction of the operating expenditures and the Group’s mining activities. With the significant reduction of the Group’s operation in the updated

long-term model, the available mitigating actions also reduced significantly. The mitigating actions under the control of the management are

estimated to be approximately US$14,000 thousand for the first 12 months and US$47,000 thousand until 31 December 2026 and are considered

to be sufficient to offset negative effects from reasonable adverse changes. There are further potential mitigating actions, which are however not

fully under the control of the management, which are further explored. Considering the tight balances of available cash under the base case and

realised price sensitivity, the available cash balance is expected to be depleted earlier than in late 2025, when combining the effects from

reasonable adverse changes (stress test). However, it is management’s position that, as in the past, a combination of all reasonably possible or

plausible adverse changes in respect of realised prices and production costs is unlikely to happen in combination as a result of the historical natural

hedge between iron ore prices and prices for key input materials. However, the Group’s available cash balance for the period twelve months after

the approval of these consolidated financial statements also depends on the time at which the VAT refund is resumed.

The claims and certain decisions received by the courts in Ukraine are another example of the risk of operating in a dynamic and adverse political

landscape in Ukraine, which creates additional challenges for both the Group’s subsidiaries in Ukraine and, also for the Group itself

The Group has assessed that, taking into account:

i) its available cash and cash equivalents;

ii) its cash flow projections, adjusted for the effects caused by the war in Ukraine and potential absence of VAT refunds, for the period of

management’s going concern assessment covering a period of 18 months from the date of the approval of these consolidated financial

statements;

iii) the feasibility and effectiveness of all available mitigating actions within the management’s control for identified uncertainties; and

iv) the legal merits in terms of the ongoing legal dispute regarding the above mentioned contested sureties and potential future actions available to

protect the interests of the Group in case of a negative decision from the Supreme Court,

there remains a material uncertainty in respect of the ongoing war and legal disputes in Ukraine, including contested sureties claim and the risk of

nationalisation 49.5% of shares in FPM and certain of its assets, which are outside of management’s control, with the duration and the impact of

the war still unable to be predicted, and the uncertainty in relation to the independence of the judicial system and its immunity from economic and

political influences in Ukraine, which could have an impact on the outcome of the ongoing legal disputes.

In respect of the contested sureties claim mentioned above, the next hearing before the Supreme Court is scheduled for 21 March 2025. As at the

date of the approval of these consolidated financial statements, no decision has been made by the Supreme Court in the contested sureties claim.

If the Supreme Court rules in favour of the claimants in this case, the commencement of the enforcement procedures could potentially have a

material negative impact on the Group’s business activities and its ability to continue as a going concern. In terms of the claim received for the

accused illegal mining and selling subsoil (minerals other than iron ore), the next hearing is scheduled for 19 March 2025 and it can be assumed

that this will be a lengthy process. However, considering the magnitude of the subsoil claim, a final decision by the Supreme Court, after potential

negative decisions in the lower courts in Ukraine, could have a negative impact on the Group’s ability to continue as a going concern. See Note 30

Commitments, contingencies and legal disputes for further information, which should be read in conjunction with this note.

Strategic Report Financial Statements

157

Corporate Governance

As at the date of the approval of these consolidated financial statements, the Group’s operations, located adjacent to the city of Horishni Plavni,

have not been directly affected by the ongoing war, but this remains a risk. Should the area surrounding the Group’s operations become subject to

the armed conflict, there would be a significant risk posed to the safety of the Group’s workforce and the local community, as well as a significant

risk to key assets and the infrastructure required for the Group to operate effectively. See the Principal Risks section for further information.

Considering the current situation of the ongoing war and legal disputes in Ukraine and the events after the reporting period described above, the

Group continues to prepare its consolidated financial statements on a going concern basis. This conclusion is based on the Group’s ability to swiftly

adapt to changing circumstances cause by the war and the independent legal advice received for the ongoing legal disputes in Ukraine However, as

explained above, many of the identified uncertainties in respect of the ongoing war and legal disputes are outside of the management’s control,

and are unpredictable, which may cast significant doubt upon the Group’s ability to continue as a going concern. For more information on critical

judgements made by management in preparing these consolidated financial statements, see also Note 30 Commitments, contingencies and legal

disputes in respect of other ongoing legal proceedings and disputes and Note 35 Events after the reporting period.

If the Group is unable to continue to realise assets and discharge liabilities in the normal course of business, it would be necessary to adjust the

amounts in the statement of financial position in the future to reflect these circumstances, which may materially change the measurement and

classification of certain figures contained in these consolidated financial statements.

STATEMENT ON DISCLOSURE OF INFORMATION TO AUDITORS

The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware, there is no relevant audit

information (as defined in the Act) of which the Group’s auditors are unaware, and that each Director has taken all steps that they ought to have

taken as a Director in order to make themselves aware of any relevant audit information (as defined in the Act) and to establish that the Group’s

auditors are aware of that information.

A resolution to reappoint MHA MacIntyre Hudson as the Group’s independent auditor will be proposed at the next Annual General Meeting.

AMENDMENTS TO ARTICLES OF ASSOCIATION

The Articles may be amended by special resolution in accordance with the Act.

AGM

The Board intends to hold the AGM of the Company on Thursday 22 May 2025 at 11.00am. Further information will be sent to shareholders in a

separate letter from the Chair summarising the business of the meeting together with the Notice convening the AGM.

The Strategic Report on pages 2 to 96 and this Directors’ Report have been drawn up and presented in accordance with, and in reliance upon,

applicable English company law, and any liability of the Directors in connection with these reports shall be subject to the limitations and restrictions

provided by such law.

The Directors’ Report was approved by the Board on 18 March 2025.

For and on behalf of the Board

Lucio Genovese

Interim Executive Chair

18 March 2025

Ferrexpo plc

Annual Report & Accounts 2024

158

Directors’ Report continued

Statement of Directors’ Responsibilities

STATEMENT BY THE DIRECTORS UNDER THE UK CORPORATE GOVERNANCE CODE

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare such financial statements for each financial year that give a true and fair view of the state of affairs

of the Group and the Company as at the end of the financial year, and of the profit or loss of the Group for the financial year. Under that law the

Directors have elected to prepare the Group financial statements in accordance with International Financial Reporting Standards as adopted in the

United Kingdom (“UK adopted IFRS”) and have also chosen to prepare the Parent Company financial statements in accordance with the United

Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 Reduced Disclosure Framework,

and applicable law).

Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state

of affairs of the Group and the Parent Company and of their profit or loss for that period.

In preparing the financial statements, the Directors are required to:

• select suitable accounting policies and apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state whether applicable UK adopted IFRS have been followed for the Group financial statements and United Kingdom Accounting Standards,

comprising FRS 101 Reduced Disclosure Framework have been followed, subject to any material departures disclosed and explained in the

financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Parent Company’s

transactions and disclose with reasonable accuracy at any time the financial position of the Group and Parent Company and enable them to ensure

that its financial statements and Directors’ Remuneration Report comply with the Companies Act 2006. The Directors are also responsible for

safeguarding the assets of the Group and Parent Company and for taking reasonable steps for the prevention and detection of fraud and other

irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other

jurisdictions.

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL REPORT

AND ACCOUNTS

The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information

necessary for shareholders to assess the Group’s and Company’s position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed on pages 102 to 103 of the Corporate Governance Report, confirms that to the best

of their knowledge:

(a) the Group financial statements, prepared in accordance with UK adopted IFRS, give a true and fair view of the assets, liabilities, financial position

and profit of the Company and the subsidiary undertakings included in the consolidation taken as a whole and attention is drawn to the material

uncertainty in terms of the Group’s ability to continue as a going concern on page 156 of the Directors’ Report and Note 2 Basis of preparation of

the Consolidated Financial Statements on page 178;

(b) the Parent company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS

101 Reduced Disclosure Framework, give a true and fair view of the Company’s assets, liabilities and financial position of the Parent Company;

(c) the Strategic Report and Directors’ Report includes a fair review of the development and performance of the business and the position of the

Company and the subsidiary undertakings included in the consolidation taken as a whole, together with a description of the Principal Risks and

uncertainties that they face; and

(d) the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable, and provides the information necessary for

shareholders to assess the Group’s and Company’s position, performance, business model and strategy.

The Directors’ Report (including Corporate Governance Report) comprises the information on pages 97 to 159.

This responsibility statement was approved by the Board of Directors on 18 March 2025 and is signed on its behalf by:

Lucio Genovese

Interim Executive Chair

Nikolay Kladiev

Executive Director/Chief Financial Officer

18 March 2025

Strategic Report Financial Statements

159

Corporate Governance

Ferrexpo plc

Annual Report & Accounts 2024

160

Financial contents

Independent

Auditor’s Report 161

Primary Statements 173

Consolidated Income Statement 173

Consolidated Statement of

Comprehensive Income 174

Consolidated Statement

of Financial Position 175

Consolidated Statement

of Cash Flows 176

Consolidated Statement

of Changes in Equity 177

Notes to the Consolidated

Financial Statements 178

Notes

Section 1: Basis of Preparation

Corporate information 1 178

Basis of preparation 2 178

New accounting policies 3 182

Use of critical estimates

and judgements 4 182

Notes

Section 2: Results for the Year

Segment information 5 183

Revenue 6 184

Operating expenses 7 186

Other income 8 187

Foreign exchange gains and losses 9 187

Net finance expense 10 188

Taxation 11 189

Earnings per share and

dividends paid and proposed 12 194

Section 3: Assets and Liabilities

Property, plant and equipment 13 195

Leases 14 199

Intangible assets 15 200

Other non-current assets 16 202

Inventories 17 202

Trade and other receivables 18 203

Prepayments and other

current assets 19 204

Other taxes recoverable

and payable 20 204

Trade and other payables 21 206

Pension and post-employment

obligations 22 206

Provisions 23 210

Accrued and contract liabilities 24 211

Notes

Section 4: Financial Instruments

and Financial Risk Management

Cash and cash equivalents 25 211

Lease liabilities 26 211

Financial instruments 27 212

Section 5: Other

Share-based payments 28 219

Employees 29 220

Commitments, contingencies

and legal disputes 30 221

Share capital and reserves 31 226

Consolidated subsidiaries 32 227

Investments in associates 33 228

Related party disclosures 34 229

Events after the reporting period 35 231

Parent Company

Financial Statements 233

Additional Disclosures 239

Alternative Performance Measures 240

Glossary 242

Strategic Report Corporate Governance

161

Financial Statements

For the purpose of this report, the terms “we” and “our” denote MHA in relation to UK legal, professional and regulatory responsibilities and

reporting obligations to the members of Ferrexpo plc. For the purposes of the table on pages 163 to 166 that sets out the key audit matters

and how our audit addressed the key audit matters, the terms “we” and “our” refer to MHA. The Group financial statements, as defined below,

consolidate the accounts of Ferrexpo plc and its subsidiaries (the “Group”) and include the Group’s share of associates. The “Parent Company”

is defined as Ferrexpo plc, as an individual entity. The relevant legislation governing the Parent Company is the United Kingdom Companies Act

2006 (“Companies Act 2006”).

OPINION

We have audited the financial statements of Ferrexpo plc for the year ended 31 December 2024 which comprise:

• the Consolidated Income Statement;

• the Consolidated Statement of Comprehensive Income;

• the Consolidated Statement of Financial Position;

• the Consolidated Statement of Cash Flows;

• the Consolidated Statement of Changes in Equity;

• the Notes to the Consolidated Financial Statements, including significant accounting policies;

• the Parent Company Statement of Financial Position;

• the Parent Company Statement of Changes in Equity; and

• the Notes to the Parent Company Financial Statements, including significant accounting policies.

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International

Financial Reporting Standards adopted for use in the United Kingdom (“UK adopted IFRS”). The financial reporting framework that has been

applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including

FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2024 and

of the Group’s loss for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK adopted IFRS;

• the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Our opinion is consistent with our reporting to the Audit Committee.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities

under those standards are further described in the Auditor Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the

UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our ethical responsibilities in accordance

with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

MATERIAL UNCERTAINTY RELATING TO GOING CONCERN

We draw your attention to Note 2 of the Group financial statements on page 178 and Note 2 of the Parent Company financial statements on page

235, which indicate that the ongoing war in Ukraine poses a threat to the Group’s mining, processing and logistics operations within Ukraine and

may cast significant doubt on the ability of the Group to continue as a going concern. As stated in Note 2, management has assessed that the

duration and severity of the impact of the war in Ukraine on the Group’s activities are difficult to predict and indicate that a material uncertainty

exists as some of the uncertainties identified are outside of the Group management’s control.

In addition, a further material uncertainty exists, as disclosed in Note 2, relating to a number of legal disputes in Ukraine due to the application

of local legislation and the outcomes of proceedings involving the Group. In particular, the decision by the Ukraine Court of Appeal to uphold the

award in favour of the claimant in the contested sureties claim, and the potential enforcement of this decision, may place significant demands on

the Group’s future cash resources availability.

Additionally, as disclosed in Note 2 and Note 35, on 12 February 2025, personal sanctions were imposed by the Ukrainian authorities on Mr Zhevago,

one of three owners of The Minco Trust, which fully owns Fevamotinico, the largest shareholder of the Group. Although no sanctions have been

imposed directly on any Group entities, these personal sanctions could result in indirect consequences for the Group, such as heightened

challenges in relation to tax matters, including the potential refusal to issue VAT refunds, and nationalisation of 49.5% of the shares of FPM and

certain assets which may further impact the Group’s ability to continue as a going concern.

These circumstances indicate the existence of a material uncertainty that may cast significant doubt upon the Group and Company’s ability to

continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the

financial statements is appropriate.

Independent Auditor’s Report

To the members of Ferrexpo plc

Ferrexpo plc

Annual Report & Accounts 2024

162

Independent Auditor’s Report continued

To the members of Ferrexpo plc

Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt the going concern basis of

accounting, having considered the impact of the war and of the general risks related to the political, fiscal and legal uncertainties of operating

in Ukraine, included:

• challenging management’s assessment of the potential risks and uncertainties relevant to the Group as a result of the ongoing war and the

likelihood and outcome of the various legal cases. This assessment extended to considering the impact of the possible rejection of the VAT

refunds in management’s revised base case model and their plans to mitigate the impact;

• challenging whether the Group’s further mitigating actions are reasonable and within the Group’s control;

• assessing for reasonableness the assumptions applied in the going concern assessment cash flow forecast, evaluating the potential future impact

of the war on the cash available to the Group, including the ability to continue its operations in case of disruption to supplies and to its logistics

network, as well as assessing management’s downside scenarios;

• reviewing recent production and trading activity to verify the operational results following the year end, to verify the underlying data on which

the going concern assessment is based;

• testing the mathematical accuracy and appropriateness of the model used to prepare the forecasts;

• evaluating management’s assessment on the expected outcome of the contested sureties claim and the assumptions regarding the impact of

various scenarios relating to the timing and quantum of economic outflows and any consequences of potential actions that may be taken by the

claimant, in conjunction with the feasibility and impact of mitigating actions planned by the Group;

• considering the impact on available cash resource under sensitised and stress tested models together with consideration of potential cash

outflows in respect of contingency matters and challenge of management’s plans to mitigate any impact;

• evaluating management’s assessment of the legal proceedings in which the Group is involved, including the probability of outflows of resources,

as detailed in the key audit matter “Contingencies and completeness of litigations and claims”;

• we have discussed the ongoing legal proceedings, including those arising after the reporting date, with the Group’s external legal advisors to

understand the likelihood and impact of these proceedings on the going concern and the sufficiency of the disclosure;

• we have used component auditors internal legal expert in respect of certain legal proceedings to assist us in evaluating management’s

assessment of the impact and potential outcome of those cases in the relevant local jurisdictions; and

• assessing the Group’s going concern and other related financial statement disclosures.

In relation to the Group’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention

to in relation to the Directors’ Statement in the financial statements about whether the Directors considered it appropriate to adopt the going

concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

OVERVIEW OF OUR AUDIT APPROACH

Scope Our audit was scoped by obtaining an understanding of the Group, including the Parent Company, and its environment, including

the Group’s system of internal control, and assessing the risks of material misstatement in the financial statements. We also

addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the

directors that may have represented a risk of material misstatement.

We, and our component auditors acting on specific group instructions, undertook full scope audits on the complete financial

information of 7 components, specified audit procedures on particular aspects and balances on another 6 components and

analytical procedures were undertaken on the remaining 15 components.

Materiality The materiality that we used for the Group financial statements was US$15 million (2023: US$15.6 million). This represents 1.6%

of net assets (2023: 3.2% of the three-year average of adjusted profit before tax and 1.4% of net assets).

The materiality used for the Parent Company financial statements was US$8.3 million (2023: US$8.8 million), which was

determined as 2.1% of the Company’s net assets (2022: 2%).

Key audit matters The key audit matters that we identified in the current year relating to the Group and parent Company are:

Recurring:

• Treatment and likelihood of contingencies, litigations & claims (Group and parent Company)

• Taxation – IFRIC 23 and critical judgements of transfer pricing and the international structure (Group only)

• Impairment of PPE and other intangible assets (Group only)

• Completeness of related party transactions (Group and parent Company)

Our assessment of the Group’s key audit matters is consistent with 2023 with the exception of Management override of controls,

which is no longer considered a key audit matter. However, many of the procedures previously undertaken in this area are now

incorporated within our procedures for identifying and assessing potential risks arising from irregularities, including fraud.

Strategic Report Corporate Governance

163

Financial Statements

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the

current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These

matters included those which had the greatest effect on:

• the overall audit strategy;

• the allocation of resources in the audit; and

• directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty related to going concern section, we

have determined the matters described below to be the key audit matters to be communicated in our report.

TREATMENT AND LIKELIHOOD OF CONTINGENCIES, LITIGATION & CLAIMS

Key audit matter

description

As indicated in Note 30, the Group is subject to a number of legal proceedings. Management has assessed the probability of an

outflow of resources in the various proceedings and considered how to account and/or disclose the claims in accordance with

IAS 37.

The Group has disclosed the legal cases for which it has provided amounts in the financial statements. Our procedures have

focused on management’s assessment of these claims in line with IAS 37 to conclude as to whether these are deemed probable

rather than possible or remote. The two key cases provided for by management are the contested sureties claim and the

squeeze-out of minority shareholders which we have directed our attention to.

The Group has disclosed the contingencies which exist as a result of past transactions or events in Note 30. Our audit focused on

these five key legal claims due to their material impact on the financial statements, being the share freezes, share dispute, the

royalty related investigation , the currency control measures imposed in Ukraine and Investigations on use of waste product.

Management judgement is involved in assessing the accounting for contingencies and claims. Particular judgement is required in

considering the probability of any claim against the Group being successful and we have accordingly designated this as a key audit

matter of the audit.

The key risk related to the claims and contingencies is mainly associated with the completeness of the disclosure and provisions in

the financial statements.

We draw attention to Note 30 to the consolidated financial statements which describes the uncertainty in the application of local

legislation in Ukraine in respect of the outcome of the proceedings in which the Group is involved. Our opinion is not modified in

respect of this matter.

How the scope

of our audit

responded to the

key audit matter

Our work included, but was not restricted to:

• We enquired directly and obtained documentation from the Group’s internal and external legal advisors and counsel about

their assessment of the various claims to evaluate the appropriateness of management’s judgements and subsequent

conclusions.

• We discussed the cases with management, and reviewed correspondence and other documents exchanged between the

Group and the other parties involved.

• We considered and assessed the likelihood of an outflow of resources arising as a result of each individual claim on the basis of

the information obtained.

• We used the component auditor’s in-house legal expert to review certain cases and conclude on the likelihood of the claims’

outcome.

• We reviewed the minutes of the board meetings and inspected the Group’s legal expenses, in order to ensure all cases have

been identified.

• We discussed and challenged the disclosures for completeness and accuracy of any financial impact based on our procedures

detailed above.

Key observations

communicated to

the Group’s Audit

Committee

Based on the procedures performed, nothing has come to our attention that would indicate that the disclosures related to

contingencies, litigation and claims are materially misstated and that the recorded provisions in relation to ongoing legal

proceedings are not materially appropriate.

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Independent Auditor’s Report continued

To the members of Ferrexpo plc

TAXATION – IFRIC 23 AND CRITICAL JUDGEMENTS OF TRANSFER PRICING AND THE

INTERNATIONAL STRUCTURE

Key audit matter

description

A key area in which the Group has applied critical judgement is transfer pricing and international taxation.

The Group conducts significant business across the globe through a complex value chain and prices its sales between its

subsidiaries using international benchmark prices for comparable products covering product quality and applicable freight costs.

The Group judges these to be on terms that comply with applicable legislation.

The State Tax Service of Ukraine (STS) launched two additional tax audits into the cross-border pricing arrangements with other

Group subsidiaries for periods from 2013 to 2017. In addition to the above cases, the State Bureau of Investigations (“SBI”) has

launched a pre-trial investigation into the sale of iron ore products between Group subsidiaries for the financial years 2013 to 2017.

The STS made formal claims for US$51.4million and US$6.2m, against two of the Ukrainian subsidiaries.

Due to complexity of the cross-border transactions and the adverse Supreme Court ruling in 2022 regarding the 2015 period,

significant judgement is required in applying the transfer pricing and international taxation rules, with the interpretation of the

taxpayer differing from that of the tax authorities which leads to uncertainty in the correct tax treatment. It is therefore necessary

to determine the probability of any loss particularly in connection with the Ukrainian tax audits in accordance with the IFRIC 23

reporting standard.

This matter is described in Note 11 to the financial statements and considered by the Audit Committee on page 122 of the

Annual Report.

The IFRIC 23 framework can be challenging to apply in the context of international taxation and contentious transfer pricing

matters, in particular regarding the fact that the treatment of transfer pricing cases will typically shift from matters of policy

and application in an enquiry to matters of evidence and jurisprudence in an adjudication by a court.

In an enquiry, a tax authority has the disadvantage of not knowing the full facts and circumstances upfront in the same way as a

taxpayer. The framework therefore asks the taxpayer to equalise this dynamic by basing any IFRIC 23 analysis on the assumption

that there is no information asymmetry between the taxpayer and the tax authority. Further, in an enquiry, it is accepted that any

disagreement will likely be settled by a negotiation in the first instance. There will be many factors to account for in predicting the

outcome of a negotiation such as the nature of the dispute as well as wider commercial and policy pressures. The nature of court

proceedings is that there is a need for clear adjudication on matters of law and jurisprudence.

This means that negotiation does not come into it at all, albeit the parties are free to settle the dispute at any time. Rather the

court process is an impartial evidence-based process that involves judges applying the law to the facts. The lower courts will

usually resolve points of fact, and the higher courts will usually address points of law. Adjudication of points of law tends to be

a more technically involved process whose outcome is extremely difficult to predict. Consequently, the higher the level of court

hearing a matter, the more difficult it becomes to apply the IFRIC 23 framework. This is because the highest courts operate at

the highest levels of discretion.

How the scope

of our audit

responded to the

key audit matter

Our work included, but was not restricted to:

• We have involved transfer pricing and international tax specialists to assess appropriateness of various international matters

potentially impacting the Group. In particular, this included the key risk regarding the transfer pricing policies and

documentation in place prepared by management.

• We have reviewed key correspondence and calculation of the assessed risk with assistance from international tax and

transfer pricing specialists. In addition, we have reviewed recent similar cases in Ukraine and the results of the court

proceedings. We have relied on experts to assess the risk of an adverse ruling taking place based on their knowledge of the

Ukrainian legal system.

• The consideration of IFRIC 23 requires the Group to consider the position at each financial year end based upon the

information as at that date. We have challenged management and considered a sensitivity analysis upon the application of

IFRIC 23 to consider the significant judgements made in relation to both transfer pricing and international taxation matters

impacting the Group. This included a detailed IFRIC 23 assessment for the inherent risks in relation to the transfer pricing

claims and the international structure.

Key observations

communicated to

the Group’s Audit

Committee

Based on the procedures performed, nothing has come to our attention that would indicate that the disclosures related tax

provisions are materially misstated and that the results of our audit regarding transfer pricing and international taxation were

satisfactory.

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Financial Statements

IMPAIRMENT OF PPE

Key audit matter

description

Due to the ongoing war in Ukraine, management does not expect the Group to be operating and trading at full capacity for an

uncertain period in the future, resulting in reduced expected cash flows from the Group’s assets over the period of uncertainty.

The calculation of the value in use to assess the recoverable amount of the Group’s cash generating unit (“CGU”) as at the year-end

date is derived from management long-term model and is driven by a number of key inputs which are obtained either from

external sources or management’s best estimates. Therefore, this is an area subject to a high level of estimation uncertainty and

judgement.

We draw attention to Note 13 to the consolidated financial statements which describes the uncertainty related to the estimate of

the recoverable amount of the Group’s Cash Generating Unit. Our opinion is not modified in respect of this matter.

How the scope

of our audit

responded to the

key audit matter

Our work included, but was not restricted to:

• Reviewed the mathematical accuracy of the value in use calculation to identify any computational errors that may have fed

into the forecasts.

• We have challenged management as to the source and selection of the data used in the Group’s Long-Term cash flow model

forecasts to ensure that these are relevant and reasonable in light of the Group’s circumstances and the ongoing war in

Ukraine.

• We have challenged the key judgements and assumptions underpinning the forecasts to ensure that these are appropriate

and reasonable based on our understanding of the Group’s circumstances and the ongoing war in Ukraine.

• We have reviewed, with the help of our external valuation expert, the determination of the discount rate applied in the value

in use calculation and considered whether it is reasonable in the Group’s circumstances.

• We have considered whether the value in use calculation has considered all available relevant information and verified

whether it is mathematically accurate.

• We have considered whether the assets included in the carrying amount of the GCU were accurate and verified the amount

of the impairment loss.

We have considered whether, in light of the current situation in Ukraine, any of the previously recorded impairment loss should be

reversed in line with IAS 36.

We considered in detail whether the events reported in Note 35 Events after the reporting period were adjusting or non-adjusted

events for the purpose of the impairment review.

We have reviewed the disclosures in respect of the impairment assessment including the appropriateness of the sensitivities

detailed and the accuracy of their financial impact.

Key observations

communicated to

the Group’s Audit

Committee

Based on the procedures performed, nothing has come to our attention that would indicate that the disclosures related to

impairment of PPE are materially misstated and we concur with managements conclusions to recognise an impairment in the

year of $71,170 thousand in the consolidated financial statements. We also concur with management’s assessment that events

occurring after the reporting period were non-adjusting.

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166

Independent Auditor’s Report continued

To the members of Ferrexpo plc

COMPLETENESS OF RELATED PARTY RELATIONSHIPS AND TRANSACTIONS

Key audit matter

description

The Group enters into a number of related party transactions and has reported an expense of US$29.9 million (2023: US$17.2

million) and other income of US$0.3 million (2023: US$0.3 million) in 2024.

Our risk assessment and audit approach reflected the identification of a significant risk in respect of the existence of unidentified

or undisclosed related parties and transactions, including the risk relating to significant transactions outside the normal course of

business that could involve related parties.

We therefore considered completeness of related party transactions to be a key audit matter in light of the potential for

unidentified or undisclosed related party transactions. This risk was considered greatest in respect of transactions outside the

normal course of business.

The related party disclosures are set out in Note 34 to the Financial Statements and the Group’s controls are described in the

Report of the Audit Committee on page 124.

How the scope

of our audit

responded to the

key audit matter

Our work included, but was not restricted to:

• We reviewed and evaluated management’s process for identifying and recording related parties into its register and

recording transactions with those related parties.

• We reviewed the minutes of meetings of the Board of Directors and relevant sub-committees to assess whether there are

new related party transactions entered into in 2024 that are significant or outside the normal course of business.

• We used our data analytics tool to search for transactions with related parties which had not been included in the related

party disclosures.

• We completed a reconciliation of related party transactions extracted from management’s system for the related party

disclosures to ensure that it was complete.

• We tested a sample of suppliers in Ukraine to establish whether they are genuine businesses against information held on

public record.

• We performed independent searches of the Board of Directors’ other appointments and shareholdings and to identify any

counterparties on the list which were not included in the related party disclosures.

• We obtained representation from the Board of Directors as to the completeness of the list of related parties and

transactions with those related parties.

• We reviewed the Related Party disclosures in the Financial Statements against the relevant reporting requirements and the

results of our work.

Key observations

communicated to

the Group’s Audit

Committee

Based on the procedures performed, nothing has come to our attention that would indicate that the disclosures related to

related party transactions are materially misstated.

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Financial Statements

OUR APPLICATION OF MATERIALITY

Our definition of materiality considers the value of error or omission on the financial statements that, individually or in aggregate, would change

or influence the economic decision of a reasonably knowledgeable user of those financial statements. Misstatements below these levels will not

necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their

occurrence, when evaluating their effect on the financial statements as a whole. Materiality is used in planning the scope of our work, executing

that work and evaluating the results.

Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, to an appropriately

low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as

a whole.

The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the nature of the systems and

controls and the level of misstatements arising in previous audits.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Group financial statements Parent Company financial statements

Overall

materiality

Group materiality

(US$ Million)

2024 2023

15.6

Overall Materiality amounting to US$15 million

(2023: US$15.6 million)

Parent Company materiality

(US$ Million)

2024 2023

8.3

8.8

Overall Materiality amounting to US$8.3 million

(2023: US$8.8 million)

Performance

materiality

We set our 2024 performance materiality at 60% of overall

materiality (2023: 60%), amounting to US$9 million

(2023: US$9.4 million)

We set our 2024 performance materiality at 60% of overall

materiality (2023: 60%), amounting to US$4.9 million

(2023: US$5.3 million)

How we

determined it

We have applied our revised approach to determining materiality

which is based on the net assets balance sheet metric. We then

verified whether the calculated overall materiality was in a

suitable range under our global audit methodology in respect of

the three-year average of adjusted profit before tax benchmark

We have determined materiality of US$15 million on the basis of

our professional judgement which represents:

• 1.6% of net assets

• (2023: 3.2% of a three-year average of adjusted profit before

tax & 1.4% of net assets)

2.1% of Parent Company’s net assets (2023: 2% of Parent

Company’s net assets)

Rationale for

the benchmark

applied

In determining materiality, we have selected net assets as the

benchmark, ensuring alignment with stakeholder focus on

long-term profitability, asset recoverability, and valuation. The

materiality level calculated based on net assets falls within the

thresholds set under our global audit methodology and has been

assessed as appropriate.

Net assets benchmark

The war in Ukraine has led to an overall reduction in the Group’s

activity and profitability. However, the Group’s asset base

remains reflective of pre-war business levels, and stakeholders’

focus has shifted towards long-term profitability, asset

recoverability, and valuation, which are not adequately captured

by a short-term profit-based benchmark.

The resumption of higher activity levels in the future is also likely

to require strategic decisions regarding access to additional

capital, whether in the short or long term.

Given these factors, materiality has been determined based on

net assets, as this best reflects stakeholder priorities and the

expected scale of the Group’s business.

We consider the chosen benchmark to be appropriate due to the

nature of Parent Company’s operations being a holding company

of the Group.

We agreed to report any corrected or uncorrected adjustments exceeding US$0.8 million (2023: US$0.8 million) and US$0.4 million

(2023: US$0.4 million) in respect of the Group and Parent Company respectively to the Audit Committee as well as differences below this

threshold that in our view warranted reporting on qualitative grounds.

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Independent Auditor’s Report continued

To the members of Ferrexpo plc

OVERVIEW OF THE SCOPE OF THE GROUP AND PARENT COMPANY AUDITS

Our Group audit was scoped by obtaining an understanding of the Group and the Parent Company and their environments, including internal

control, and assessing the risks of material misstatement. The Group’s Parent entity and finance companies are in the UK, while the head office

and marketing companies are based in Switzerland and the primary mining operations are located in Ukraine.

Considering operational and financial performance and risk factors, we assessed risks of material misstatement at Group Classes of Transactions,

Account Balances, and Disclosures (COTABD’s) level and determined how those risks are associated with the assertions in a component’s financial

information. We performed audits of the entire financial information of the Ukrainian Ferrexpo Poltava Mining, Ferrexpo Yeristovo Mining and

Ferrexpo Belanovo components; the sales and marketing entities Ferrexpo AG and Ferrexpo Middle East; Ferrexpo Finance plc; and Ferrexpo plc

entity; along with the audit of specified COTABD’s over six entities, including two in Hungary, one in Ukraine, two in Austria, and one in the Marshall

islands, covering material revenue, expenses, and asset balances. Our full scope and audit of specified COTABD’s cover revenue (99% of Group

total), loss before tax (99% of Group total) and net assets (95% of Group total).

The remaining 15 components collectively represent 5% of the Group’s net assets, with each individual component contributing no more than

1% of the Group’s net assets. The work performed by the component audit teams is guided by the Group audit team and is executed at levels

of materiality applicable to each individual entity, which were lower than Group materiality and ranged from US$1.25 million to US$7.1 million

(2023: US$1.1 million to US$5.5 million).

Full scope

Specified audit procedures

Analytical procedures

Revenue (%) Profit before tax (%) Net assets (%)

The Group audit team was involved in the audit work performed by the component auditor in Ukraine through a combination of our Group planning

meetings and calls, provision of Group instructions (including detailed supplemented procedures), review and challenge of related component

interoffice reporting and of findings from their work (which included the audit procedures performed to respond to risks of material misstatement),

attendance at component audit closing conference calls and weekly interaction on audit and accounting matters which arose. As a visit to the

Ukrainian team was not practicable due to the ongoing war in Ukraine, the Group audit team intensified the interaction with that local team through

video conferences to review and direct the audit approach taken in respect of significant risks and a number of other relevant risks of material

misstatement.

Ferrexpo plc and Ferrexpo Finance plc are registered in the UK; hence the audits were carried out by the Group audit team.

The Swiss and Middle East sales and marketing entities have a common finance function with the Group finance team and as such the audits of

these components were carried out by the Group audit team.

At the Parent entity level, we also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were

no significant risks of material misstatement of the aggregated financial information of the remaining components not subject to audit or audit of

specified account balances.

Strategic Report Corporate Governance

169

Financial Statements

THE CONTROL ENVIRONMENT

We evaluated the design and implementation of those internal controls of the Group which are relevant to our audit, such as those relating to the

financial reporting cycle. We also tested operating effectiveness, but did not place reliance on certain controls over several of the key business

cycles.

We deployed our internal IT audit specialists to gain an understanding of general IT controls and perform walkthroughs of the key operating cycles.

CLIMATE-RELATED RISKS

In planning our audit and gaining an understanding of the Group, we considered the potential impact of climate-related risks on the business

and its financial statements. A number of financial risks could arise from both physical and transition risks due to climate change. We obtained

management’s climate-related risk assessment relating to these, along with relevant documentation and reports. We evaluated management’s

assessment and held discussions with management to understand its process for identifying and assessing the related risks.

We engaged internal specialists to assess, amongst other factors, the benchmarks used by management, the nature of the Group’s business

activities, its processes and the geographic distribution of its activities.

We critically reviewed management’s assessment and challenged the assumptions underlying its assessment. We made enquiries to understand

the extent of the potential impact of climate change risks on the Group’s financial statements. This has included a review of critical accounting

estimates and judgements, and the effect on the MHA audit approach. As part of audit, we understood managements process to support

disclosures within the sustainability section (including group TCFD & CFD Disclosures) and its assessment of impact on the financial statements.

We also considered the ongoing viability of the business in respect both direct physical climate risks and transition risks, such as changes in

legislation, as nations grapple with their commitments to reduce emissions.

The future financial impacts are clearly uncertain given their association with governments, independent regulators, global markets and society

to respond to the issue of climate change. Financial statements cannot capture all potential outcomes as they are not known.

REPORTING ON OTHER INFORMATION

The other information comprises the information included in the Annual Report and Accounts other than the financial statements and our auditor’s

report thereon. The Directors are responsible for the other information contained within the Annual Report and Accounts. Our opinion on the

financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any

form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information

is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially

misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise

to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

STRATEGIC REPORT AND DIRECTOR’S REPORT

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is

consistent with the financial statements; and

• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements. In the light of the

knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not

identified material misstatements in the Strategic Report or the Directors’ Report.

CORPORATE GOVERNANCE STATEMENT

We have reviewed the Directors’ Statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement

relating to the entity’s compliance with the provisions of the UK Corporate Governance Code specified for our review by the Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement

is materially consistent with the financial statements and our knowledge obtained during the audit:

• Directors’ statement with regard to the appropriateness of adopting the going concern basis of accounting and any material uncertainties

identified set out on page 156-158;

• Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why they period is appropriate set

out on page 95;

• Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meets its liabilities set

out on page 96;

• Directors’ statement on fair, balanced and understandable set out on page 159;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 95;

• Section of the Annual Report and Accounts that describes the review of effectiveness of risk management and internal control systems set out

on page 124; and

• Section describing the work of the Audit Committee set out on pages 118-120.

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170

Independent Auditor’s Report continued

To the members of Ferrexpo plc

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from

branches not visited by us; or

• the Parent Company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• certain disclosures of Directors’ Remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit; or

• a corporate governance statement has not been prepared by the Parent Company.

DIRECTOR’S REMUNERATION REPORT

Those aspects of the Director’s Remuneration Report which are required to be audited have been prepared in accordance with applicable legal

requirements.

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion, based on the work undertaken in the course of the audit:

• the information about internal control and risk management systems in relation to financial reporting processes and about share capital

structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial

Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with applicable legal

requirements; and

• information about the company’s corporate governance code and practices and about its administrative, management and supervisory bodies

and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit,

we have not identified material misstatements in:

• the information about internal control and risk management systems in relation to financial reporting processes and about share capital

structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors’ responsibilities statement set out on page 159, the Directors are responsible for the preparation of the

financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary

to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial

statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing

as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the

Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

AUDITOR RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is

not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor’s report.

EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING IRREGULARITIES,

INCLUDING FRAUD

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,

outlined above, to detect material misstatements in respect of irregularities, including fraud. These audit procedures were designed to provide

reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud

is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than

detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the

further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we

would become aware of it.

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Financial Statements

IDENTIFYING AND ASSESSING POTENTIAL RISKS ARISING FROM IRREGULARITIES,

INCLUDING FRAUD

The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of irregularities, including fraud,

included the following:

• We considered the nature of the mining industry and sector on the control environment, business performance including remuneration policies

and the Company’s own risk assessment that irregularities might occur as a result of fraud or error. From our sector experience and through

discussion with the Directors and legal advisors, we obtained an understanding of the legal and regulatory frameworks applicable to the

Company focusing on laws and regulations that could reasonably be expected to have a direct material effect on the financial statements, such

as provisions of the Companies Act 2006, Listing Rules, Corporate Law in Ukraine and international tax legislation. In addition, we considered

compliance with the UK Bribery Act, employee legislation, terms of the Group’s mining licences and environmental regulations as fundamental

to the Group’s operations;

• We enquired of the Directors and management, including the in-house legal counsel and Audit Committee concerning the Company’s policies

and procedures relating to:

– identifying, evaluating and complying with the laws and regulations and whether they were aware of any instances of non-compliance;

– detecting and responding to the risks of fraud and whether they had any knowledge of actual or suspected fraud; and

– the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

• We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur by evaluating

management’s incentives and opportunities for manipulation of the financial statements. This included utilising the spectrum of inherent risk and

an evaluation of the risk of management override of controls. We determined that the principal risks were related to posting inappropriate journal

entries to increase revenue or reduce costs, creating fictitious transactions to hide losses or to improve financial performance, and management

bias in accounting estimates, particularly in the value in use calculation for the Group’s assets, and in significant accounting judgements in respect

of the assessment of contingencies and legal claims and uncertain tax treatments. The Group engagement team shared this risk assessment with

the significant subsidiaries auditors so that they could include appropriate audit procedures in response to such risks in their work.

AUDIT RESPONSE TO RISKS IDENTIFIED

In respect of the above procedures:

• We corroborated the results of our enquiries through our review of the minutes of the Company’s board, Finance and Risk Committee and Audit

Committee meetings;

• Audit procedures performed by the engagement team in connection with the risks identified included:

– reviewing legal correspondence and documentation from the Group’s lawyers in addition to discussions on the ongoing legal matters;

– reviewing financial statement disclosures and testing supporting documentation to assess compliance with applicable laws and regulations

expected to have a direct impact on the financial statements;

– testing journal entries, including those processed late for financial statements preparation, and those posted by infrequent or unexpected

users, those posted to unusual account combinations;

– evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for

bias;

– enquiry of management and legal advisors around actual and potential litigation and claims;

– challenging the assumptions made by management in measuring significant accounting estimates, in particular those included in the Group’s

value in use calculation, and the going concern long-term model, as well as the judgments made in respect of contingencies and legal claims

and IFRIC 23 assessment of tax liabilities;

– obtaining confirmations from third parties to confirm existence of a sample of transactions and balances;

– the audit team in Ukraine visiting the mines in December 2024 and observing the progress of key capital projects, the mining operations, and

physical verification of the inventory; and

– the use of data analytics software to interrogate the journals posted in the year and to review areas where the incentive to override controls

may be greatest. We also used our data analytics tool to identify potential transactions with related parties.

• The Group operates in a specialised mining industry. As such, the Senior Statutory Auditor considered the experience and expertise of the

engagement team to ensure that the team had the appropriate competence and capabilities; and

• We communicated relevant laws and regulations and potential fraud risks to all engagement team members, including experts, and remained

alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Ferrexpo plc

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Independent Auditor’s Report continued

To the members of Ferrexpo plc

OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS

We were re-appointed by the Directors on 23 May 2024. The period of total uninterrupted engagement including previous renewals and

reappointments of the firm is 6 years.

We did not provide any non-audit services which are prohibited by the FRC’s Ethical Standard to the Group or the Parent Company, and we remain

independent of the Group and the Parent Company in conducting our audit.

USE OF OUR REPORT

This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.

Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them

in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other

than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As required by the Financial Conduct Authority (“FCA”) Disclosure Guidance and Transparency Rule (“DTR”) 4.1.14R, these financial statements form

part of the European Single Electronic Format (“ESEF”) prepared Annual Financial Report filed on the National Storage Mechanism of the UK FCA

in accordance with the ESEF Regulatory Technical Standard ((“ESEF RTS”). This auditor’s report provides no assurance over whether the annual

financial report has been prepared using the single electronic format specified in the ESEF RTS.

Andrew Moyser FCA FCCA

Senior Statutory Auditor

For and on behalf of MHA

Statutory Auditor

London, United Kingdom

18 March 2025

MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)

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173

Financial Statements

Consolidated Income Statement

		Year ended	Year ended
US$000	Notes	31.12.24	31.12.23
Revenue	6	933 , 263	651,795
Operating expenses	5/7	(1 ,0 0 4, 4 4 5)	(61 6 ,1 07)
Other operating income	8	5 , 475	4 ,0 67
Operating foreign exchange gains	9	83 ,32 1	3 1, 37 1
Operating profit		1 7, 6 1 4	7 1 ,1 26
Recognition of provisions for legal disputes	30	−	(131,117)
Share of profit/(loss) from associates	33	2, 314	(372)
Profit/(loss) before tax and finance		1 9,92 8	(6 0, 3 63)
Net finance expense	10	(99 3)	(10 4)
Non-operating foreign exchange losses	9	(3 9, 3 5 5)	(7, 9 3 4)
Loss before tax		(20,420)	(6 8, 4 0 1)
Income tax expense	11	(2 9, 61 0)	(16 , 352)
Loss for the year		(50 ,030)	(84 , 753)
Loss attributable to:
Equity shareholders of Ferrexpo plc		(5 0,0 4 6)	(84 , 77 5)
Non-controlling interests		16	22
Loss for the year		(50 ,030)	(84 , 753)
Loss per share:
Basic (US cents)	12	(8 . 51)	(1 4 . 41)
Diluted (US cents)	12	(8 . 51)	(1 4 . 41)

The accompanying notes are an integral part of the consolidated financial statements.

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174

Consolidated Statement of Comprehensive Income

		Year ended	Year ended
US$000	Notes	31.12.24	31.12.23
Loss for the year		(50 ,030)	(84 , 753)
Items that may subsequently be reclassified to profit or loss:
Exchange differences on translating foreign operations		(13 6,92 6)	(54 , 85 5)
Income tax effect	11	3,9 72	1 , 479
Net other comprehensive loss that may be reclassified to profit or loss in subsequent periods		(132 ,9 54)	(53 , 3 76)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement (losses)/gains on defined benefit pension liability	22	(7, 0 4 0)	899
Net other comprehensive (loss)/income not being reclassified to profit or loss in subsequent		(7, 0 4 0)	899
periods
Other comprehensive loss for the year, net of tax		(13 9,9 9 4)	(52 , 477)
Total comprehensive loss for the year, net of tax		(190,024)	(137 , 23 0)
Total comprehensive loss attributable to:
Equity shareholders of Ferrexpo plc		(190,016)	(137 , 24 4)
Non-controlling interests		(8)	14
		(190,024)	(137 , 23 0)

The accompanying notes are an integral part of the consolidated financial statements.

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175

Financial Statements

Consolidated Statement of Financial Position

		As at	As at
US$000	Notes	31.12.24	31.12.23
Assets
Property, plant and equipment	13	723, 918	826 ,03 4
Right-of-use assets	14	5 ,029	6 ,852
Intangible assets	15	5, 568	6 ,36 8
Investments in associates	33	6, 350	4 ,616
Inventories	17	5 ,1 85	5, 883
Other non-current assets	16	32, 45 6	38, 104
Deferred tax assets	11	2,2 58	1 0 ,1 49
Total non-current assets		78 0 , 76 4	898 ,006
Inventories	17	192 , 50 8	20 1, 429
Trade and other receivables	18	39, 7 92	82, 321
Prepayments and other current assets	19	24,6 48	21 ,380
Income taxes recoverable and prepaid	11	7, 0 2 6	2, 432
Other taxes recoverable and prepaid	20	36, 296	26 , 291
Cash and cash equivalents	25	10 5,9 19	115,241
Total current assets		4 0 6 ,18 9	4 49, 0 9 4
Total assets		1, 186,953	1,347,100
Equity and liabilities
Issued capital	31	121 ,62 8	12 1, 628
Share premium		1 85 ,1 1 2	1 8 5 ,1 12
Other reserves	31	(2 ,8 0 8, 90 4)	(2, 6 76 , 29 4)
Retained earnings		3, 42 5, 751	3, 4 82,8 83
Equity attributable to equity shareholders of Ferrexpo plc		92 3, 5 87	1 ,11 3 , 3 29
Non-controlling interest		73	81
Total equity		923,660	1 ,11 3 , 41 0
Lease liabilities	5/26	41 9	1 ,009
Defined benefit pension liability	22	22,80 6	16,5 18
Provision for site restoration	23	3 ,1 18	2 ,780
Deferred tax liabilities	11	4,3 46	2, 729
Total non-current liabilities		30,689	23, 036
Lease liabilities	5/26	4, 665	5 ,939
Trade and other payables	21	55, 781	35, 310
Provisions	30	115,694	128 ,0 50
Accrued and contract liabilities	24	29 ,415	1 7, 3 2 8
Income taxes payable	11	13, 561	15, 202
Other taxes payable	20	13, 48 8	8,825
Total current liabilities		232 ,6 04	210,654
Total liabilities		263 ,2 93	2 33 ,690
Total equity and liabilities		1, 186,953	1,347,100

The accompanying notes are an integral part of the consolidated financial statements.

The financial statements were approved by the Board of Directors and authorised for issue on 18 March 2025 and signed on behalf of the Board.

Lucio Genovese Nikolay Kladiev

Executive Chair Chief Financial Officer and Executive Director

Ferrexpo plc

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176

Consolidated Statement of Cash Flows

		Year ended	Year ended
US$000	Notes	31.12.24	31.12.23
Loss before tax		(20,420)	(6 8, 4 0 1)
Adjustments for:
Depreciation of property, plant and equipment, right-of-use assets and amortisation of intangible assets		60, 281	5 7, 6 6 9
Net finance income	10	(1 ,4 4 0)	(2,536)
Losses on disposal and liquidation of property, plant and equipment	7	231	11
Write-offs and impairments	7	71,8 71	978
Share of (profit)/loss from associates	33	(2 , 31 4)	372
Movement in allowance for doubtful receivables	18	(1 ,7 31)	4 , 403
Movement in site restoration provision	23	611	(1 , 377)
Employee benefits	22	3, 381	3, 518
Share-based payments	28	320	830
Recognition of provisions for legal disputes	30	−	1 3 1 ,11 7
Operating foreign exchange gains	9	(83 ,32 1)	(3 1, 371)
Non-operating foreign exchange losses	9	39, 3 55	7, 9 3 4
Operating cash flow before working capital changes		66 ,824	1 0 3 ,14 7
Changes in working capital:
Decrease/(increase) in trade and other receivables		36,1 36	(7 1,9 4 6)
(Increase)/decrease in inventories		(10,856)	1 5,930
Increase in trade and other payables (including accrued and contract liabilities)		36 ,92 2	6,724
(Increase)/decrease in other taxes recoverable and payable (including VAT)	20	(10 ,658)	62, 55 4
Cash generated from operating activities		118, 368	1 16,4 09
Interest paid		(8 15)	(2 2 3)
Income tax paid	11	(23 , 278)	(12 ,7 79)
Post-employment benefits paid		(2 , 37 3)	(2, 2 38)
Net cash flows from operating activities		91 ,9 02	101, 169
Cash flows used in investing activities
Purchase of property, plant and equipment and intangible assets	13/15	(101,688)	(101,247)
Proceeds from disposal of property, plant and equipment and intangible assets		70	91
Interest received		3,9 60	4 ,608
Dividends from associates		131	−
Net cash flows used in investing activities		(97,527)	(96 , 5 4 8)
Cash flows used in financing activities
Principal elements of lease payments	26	(5 ,6 16)	(5 , 41 0)
Dividends paid to equity shareholders of Ferrexpo plc	12	(4 6)	(45 6)
Net cash flows used in financing activities		(5, 662)	(5 , 86 6)
Net decrease in cash and cash equivalents		(11, 287)	(1 , 24 5)
Cash and cash equivalents at the beginning of the year		115,241	1 12,9 45
Currency translation differences		1,9 65	3 , 5 41
Cash and cash equivalents at the end of the year	25	10 5,9 19	115,241

The accompanying notes are an integral part of the consolidated financial statements.

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177

Financial Statements

Consolidated Statement of Changes in Equity

Attributable to equity shareholders of Ferrexpo plc

						Non-controlling
	Issued capital	Share premium	Other reserves		Total capital and	interests
US$000	(Note 31)	(Note 31)	(Note 31)	Retained earnings	reserves	(Note 32)	Total equity
At 1 January 2023	121 ,6 28	1 8 5 ,1 12	(2, 63 6, 89 1)	3,5 8 0 ,3 2 9	1 , 2 5 0,1 78	67	1 ,25 0,2 45
Loss for the year	−	−	−	(84 , 77 5)	(8 4 ,7 75)	22	(8 4 ,75 3)
Other comprehensive loss	−	−	(53, 368)	899	(5 2, 4 69)	(8)	(52 ,47 7)
Total comprehensive loss for the year	−	−	(53, 368)	(8 3 , 876)	(1 37 , 244)	14	(137,230)
Share-based payments (Note 28)	−	−	830	−	830	−	830
Equity dividends paid to shareholders of Ferrexpo plc	−	−	−	(4 35)	(43 5)	−	(43 5)
(Note 12)
Effect from transfer of treasury	−	−	13,135	(13,135)	−	−	−
shares (Note 31)
At 31 December 2023	12 1, 628	1 8 5 ,1 12	(2 , 676 , 2 9 4)	3 , 482, 88 3	1 ,11 3 , 3 29	81	1 ,1 13 , 41 0
Loss for the year	−	−	−	(5 0,0 4 6)	(5 0, 04 6)	16	(5 0,03 0)
Other comprehensive loss	−	−	(1 32,93 0)	(7, 0 4 0)	(139,970)	(2 4)	(13 9,9 9 4)
Total comprehensive loss for the year	−	−	(1 32,93 0)	(5 7, 0 8 6)	(190,0 16)	(8)	(190,024)
Share-based payments (Note 28)	−	−	320	−	320	−	320
Equity dividends paid to shareholders of Ferrexpo plc	−	−	−	(4 6)	(4 6)	−	(46)
(Note 12)
At 31 December 2024	121 ,62 8	1 8 5 ,11 2	(2 ,8 0 8, 90 4)	3, 42 5, 751	92 3 , 58 7	73	9 23,660

The accompanying notes are an integral part of the consolidated financial statements.

Although accounts are published in US dollars and dividends are declared in US dollars, the shares are denominated in UK pounds sterling and

dividends are therefore paid in UK pounds sterling. See Note 12 Earnings per share and dividends paid and proposed for dividends paid for

further information.

Ferrexpo plc

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178

Notes to the Consolidated Financial Statements

NOTE 1: CORPORATE INFORMATION

Ferrexpo plc (the “Company”) is incorporated and registered in England and Wales, of which England is considered to be the country of

domicile, with its registered office at 55 St James’s Street, London SW1A 1LA, UK. The Company is listed on the London Stock Exchange and it

is a member of the FTSE 250 Index. Ferrexpo plc and its subsidiaries (the “Group”) operate two mines and a processing plant near Kremenchuk

in Ukraine , have an interest in a port in Odessa and sales and marketing activities around the world, including offices in Switzerland, Dubai,

Japan, China, Singapore and Ukraine. The Group also owns logistics assets in Austria, which operate a fleet of vessels operating on the Rhine

and Danube waterways and an ocean-going vessel, which provides top-off services. The Group’s operations are vertically integrated from

iron ore mining through to iron ore concentrate and pellet production and subsequent logistics. The Group’s mineral properties lie within the

Kremenchuk Magnetic Anomaly and are currently being extracted at the Gorishne-Plavninske-Lavrykivske (“GPL”) and Yerystivske deposits.

Despite the ongoing war in Ukraine, the Group has managed to continue its operations throughout the financial year 2024 in a difficult and

challenging business environment. The continued Russian attacks on power generation and distribution facilities in Ukraine during the financial

year 2024 has had a negative impact on the Group’s production costs and volumes. The higher production costs at lower realised prices meant that

the Group had to further optimise its production volumes to manage the working capital outflow to maintain its liquidity. Although the availability

of certain logistics networks improved during the 2024 financial year, costs remained significantly higher than before the start of the war. As a

result of these ongoing challenges, the mining and processing plans still had to be aligned with the currently possible sales in the various markets,

taking also into account the different realisable margins. As at the date of the approval of these consolidated financial statements, the war is still

ongoing and continues to pose a significant threat to the Group’s mining, processing and logistics operations within Ukraine. In addition to the

war-related material uncertainty, the Group is also exposed to the risks associated with operating in a dynamic and adverse political landscape

in Ukraine, which may or may not be exacerbated by the war and the current circumstances facing the Group in Ukraine. See Note 2 Basis of

preparation, Note 13 Property, plant and equipment and Note 30 Commitments, contingencies and legal disputes for further information.

The largest shareholder of the Group is Fevamotinico S.a.r.l. (“Fevamotinico”), a company incorporated in Luxembourg. Fevamotinico

is ultimately wholly owned by The Minco Trust, of which Kostyantin Zhevago (“Mr Zhevago”) and two other members of his

family are the beneficiaries. At the time this report was published, Fevamotinico held 49.3% (49.3% as at the time of publication

of the 2023 Annual Report and Accounts) of Ferrexpo plc’s issued voting share capital (excluding treasury shares).

NOTE 2: BASIS OF PREPARATION

The consolidated financial statements of Ferrexpo plc and its subsidiaries have been prepared in accordance with International Financial Reporting

Standards adopted for use in the United Kingdom (“UK adopted IFRS”) and with the Companies Act 2006, as applicable to companies reporting

under international accounting standards. Entities are included in the consolidated financial statements from the date of obtaining control and the

inclusion in the consolidated financial statements is consequently ceased when the control over an entity is lost. For the definition of control see

Note 32 Consolidated subsidiaries.

The consolidated financial statements have been prepared on a historical cost basis, except for post-employment benefits measured in accordance

with IAS 19 revised Employee benefits and revenues related to provisionally priced sales recognised in accordance with IFRS 15 Contracts with

customers. The consolidated financial statements are presented in thousands of US dollars and all values are rounded to the nearest thousand

except where otherwise indicated.

The material accounting policy information are included in the disclosure notes to the specific financial statement accounts.

GOING CONCERN

As at the date of the approval of these consolidated financial statements, the war in Ukraine is still ongoing and, during the financial year, the Group

continued to demonstrate its resilience and flexibility from an operating perspective, although the ongoing war continues to affect its financial

results. The situation in Ukraine is unpredictable and continues to require the Group to be extremely flexible, as mining operations and production

have to be adapted to the prevailing conditions. The regained access to Ukrainian Black Sea ports enabled the Group to expand its sales activities

and increase its production to the highest level since the full-scale invasion of Ukraine in February 2022.

The challenging and unpredictable environment in which the Group has been operating since the beginning of the invasion and the ongoing war,

whose duration and impact on the Group’s activities in future periods are difficult to predict, continues to represent a material uncertainty that

may cast significant doubt on the Group’s ability to continue as a going concern. In addition to the war-related material uncertainty, the Group is

also exposed to the risks associated with operating in a dynamic and adverse political landscape in Ukraine, which may or may not be exacerbated

by the war and/or the current circumstances facing Mr Zhevago (see Ukraine country risk in the Principal Risks section). As a result, the Group is

exposed to a number of risk areas that are heightened compared to those expected in a stable economy, such as an environment of political, fiscal

and legal uncertainties, which represents another material uncertainty as at the date of the approval of these consolidated financial statements.