ANNUAL REPORT & ACCOUNTS 2025
IRON WILL
THE VALUE OF BEING
AGILE IN 2025
AT A GLANCE
Ferrexpo is a leading European
producer and supplier of a variety of
premium grade iron ore products that
are enabling the transition to green
steel. Our products are important to
Ukraine and to our customers around
the world.
At home, we are determined to remain
strong, so that we can protect our
people and our assets and make
a meaningful contribution to Ukrainian
society and the economy.
Despite ongoing challenges, we
continue to operate responsibly and
reliably, maintaining supply to our
global customers while supporting
the long-term sustainability of our
business and the communities in
which we operate.
CONTENTS
Overview
At a Glance IFC
Interim Executive Chair’s Letter 4
Strategic report 8
Group Chief Financial Officer’s Statement 10
Market Review 12
Operating during a time of war 18
Our People 22
Our Business Model 28
Strategic Framework 32
Key Performance Indicators 36
Operational Review 40
Financial Review 50
Responsible Business 62
Stakeholder Engagement
and Section 172(1) Statement 74
TCFD 80
Risk Management 100
Principal Risks 102
Viability Statement 116
Corporate Governance report 119
Interim Executive Chair’s Introduction 121
Corporate Governance Compliance 124
Board of Directors and Executive Committee 126
Corporate Governance Report 129
Audit Committee Report 146
Nominations Committee Report 158
Remuneration Report 163
Directors’ Report 181
Statement of Directors’ Responsibilities 188
Financial statements 189
Independent Auditor’s Report 190
Primary Statements 200
Notes to the Consolidated Financial Statements 205
Additional Information
Glossary 268
Useful Contact Information 271
WHAT WE DO
We are a vertically integrated producer
and supplier of premium grade iron ore
products. Our long-life deposits feed
ore to our modern processing and
beneficiation plants to produce a variety
of premium grade iron ore products,
including iron ore pellets, pellet feeds,
and concentrates, which we can deliver
to customers by rail, barge or sea.
PURPOSE AND VALUES
Our purpose is to deliver value to
our stakeholders by producing and
marketing premium grade iron ore
products in a socially responsible and
sustainable manner. We are focused
on taking an ethical approach to our
business, strong corporate governance,
and positive relationships with all
our stakeholders.
STRATEGIC DIRECTION
The war has taught us to be more
innovative, flexible, and adaptive to the
many challenges that we face. Our focus
is on 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.
2025 HIGHLIGHTS
+6MT US$28M
Production and sales for the second
year in a row
Positive EBITDA
US$64M US$49M
Taxes and royalties paid in
Ukraine
Capital investment
0.38 US$29M
LTIFR Humanitarian aid and CSR spending
since February 2022
RESPONDING
+65%
FE CONTENT IN ALL OUR PRODUCTS
WE ARE
BY INVESTING IN NEW FACILITIES
TO EXPAND OUR PRODUCT MIX
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
1FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
DIVERSIFYING
WE ARE
5 new customers
PRODUCTS SOLD TO CUSTOMERS IN 10 COUNTRIES IN 2025
REACHING NEW CUSTOMERS
IN NEW GEOGRAPHIES
2 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
INNOVATING
WE ARE
–
37%
REDUCTION IN CO
2
EMISSIONS IN STEELMAKING
USING FERREXPO FDP PELLETS
INVESTING IN PREMIUM PRODUCTS AND CUSTOMISATION
TO DRIVE FUTURE GROWTH AND DECARBONISATION
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
3FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
INTERIM EXECUTIVE CHAIR’S LETTER
This year saw the Group face increasing external
challenges which have hindered our ability to
operate and generate the socio-economic
contributions we provide for our people
and Ukraine.
Lucio Genovese
Interim Executive Chair,
Ferrexpo Plc
4 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Dear Shareholder,
It continues to take an iron will to operate
a business through the war in Ukraine.
That will is first and foremost represented
by the resilience of our workforce.
Over the last four years our business has
demonstrated new-found levels of agility,
resulting in adaptive responses to existing,
and new challenges. These remarkable
responses are down to the ardour and
readiness of everyone involved to
keep going.
This year saw the Group face increasing
external challenges which have hindered
our ability to operate and generate the
socio-economic contributions we provide
for our people and Ukraine.
For Ferrexpo these challenges were
exacerbated by the decision by tax
authorities to withhold VAT refunds during
the year, putting pressure on our working
capital availability and ultimately forcing us
to reduce our pellet line capacity from the
50% capacity we were achieving early in
the year down to 25%.
Towards year end, numerous attacks
on the country’s energy infrastructure,
coupled with lack of availability of port and
other infrastructure placed even further
challenges in front of us. The resulting
rise in electricity prices and lack of export
availability forced us to shut down
operations completely for a period of time.
Despite all of this, the Company continues
to support its people, employ the workforce,
and support those serving in, and returning
from the war.
WAR
24 February 2026 marked the anniversary
date of war in Ukraine entering its fifth year.
This is now the longest war on European soil
since the Second World War, which ended
more than 80 years ago. These dates are
not statistics, they are part of a human
chronology. This is the reality for the near
38 million people living in Ukraine, and
more than 55,000 people living in the
wider Horishni Plavni region, a city and
region built upon and dependent on our
operations and activities.
This continues to remain vitally important,
because as she says, it not only keeps
Ferrexpo relevant, and ensures sustainable
livelihoods and communities, but also, it
means that we are part of the rear that
helps to sustain the front. There is no front
without the hard work and energy that our
employees endure to provide fiscal, social
and humanitarian contributions.
We mourn the passing of all our colleagues,
and we pray for the safe return of the 814
colleagues who are currently serving in the
Armed Forces of Ukraine.
VAT
As the war continued the domestic challenges
facing businesses in Ukraine intensified.
Throughout the year, Ukraine’s public finances
remained under significant pressure, with the
State Budget running a deficit of
approximately 18.3% of GDP as of
31 December 2025. One way that government
has sought to plug this fiscal hole is by
withholding VAT refunds to many Ukrainian
businesses, including Ferrexpo.
In March 2025, we received the first of
several unexpected notifications from the
Ukrainian tax authorities of a decision to
suspend the refund of VAT for the month
of January 2025 for FPM and FYM.
Unfortunately, the withholding of VAT
refunds continued throughout all of 2025
and remains ongoing to the present day.
As at 30 June 2026, the Group’s net VAT
receivable balance in Ukraine was over
US$88 million.
The explanation provided by the tax
authorities for the suspension relates to
the imposition of personal sanctions on
Kostiantyn Zhevago. Because the sanctions
are personal in nature to Mr Zhevago and
have not been imposed directly on the
Group or any of its subsidiaries, our view,
and the court’s, is that they should not be
used as an instrument to place financial
pressure on Ferrexpo.
This decision to withhold the VAT refunds
we are entitled to receive has had a severe
impact on our business, our people and the
broader communities. In response to the
foreseeable reduction in our available liquidity,
in April we were forced to move quickly to
downscale production and cut costs. It is
regrettable that we have had to place people
on reduced working hours or furlough.
It is with profound sadness that I reflect on
the continuing human cost of the war for our
people and our communities. As at the end
of 2025, a total of 56 of our colleagues have
been killed since February 2022. Since then,
and as at the date of this report, a further
12 colleagues have lost their lives in defence
of Ukraine, bringing the total to 68.
Each of these deaths is a deeply personal
tragedy. Behind every number is a valued
colleague, family member, friend and a
member of the wider Ferrexpo community.
Their loss is felt deeply across Horishni Plavni
and the surrounding communities, as well as
by those who worked alongside them. Each
time we learn that another colleague
has been killed, it brings a moment of
profound grief and reflection. We honour
the memory of those we have lost and
extend our heartfelt condolences to their
families, loved ones and all those affected.
At the time of the publication of this report,
there are 814 colleagues actively serving in
the Armed Forces of Ukraine. This is more
than at any point since the full-scale invasion
of Ukraine began. By the end of 2025, 207
colleagues had been discharged, of whom
over half were fit and ready to return to
work as alumni of the Ferrexpo Veterans
rehabilitation programme. Discharge,
however, does not necessarily mean
a permanent end of service. I am aware
of seven colleagues who have been
remobilised, either out of choice or by
demand. I am also aware that whilst the vast
majority of colleagues serving in the Armed
Forces of Ukraine are men, there are eight
female colleagues who are currently serving.
Exceptionally, these brave women are all
volunteers, defending Ukraine in diverse
roles, from working in military headquarters
to combat mission on the front lines.
We acknowledge every one of our people
who is serving, or has served in the Ukrainian
Armed Forces, and I wish to salute and
honour this small cohort of brave women.
This also reminds me of an important factor
that is less well understood in Western
Europe. As my fellow Board member, Fiona
MacAulay explains in her Q&A in this report,
the most important thing that we can do
during a time of war is to continue to operate.
She notes that at the start of the full-scale
invasion of Ukraine, our people wanted to
stay and wanted to continue working.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
5FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Despite us demonstrating
great operational agility,
the withheld VAT refunds
and power related issues
have had a major impact
on our finances and ability
to ramp up operations
to profitable levels.
INTERIM EXECUTIVE CHAIR’S LETTER
CONTINUED
We also implemented programmes to
optimise stripping rates, repairs and
maintenance, and reduce non-essential
spending across the business, including
capital expenditure, corporate and
social responsibility activities, and
humanitarian funding.
In their own words, throughout this
report, I have directed my fellow Board
members to discuss the full impact of VAT
refunds in detail so that shareholders can
fully understand how various parts of the
business are being affected by the Ukrainian
tax authority’s decision. It is also important
to understand that we have been proactive
in our efforts to recover VAT with the
relevant authorities, government
ministries, business associations and
international stakeholders, as well as
in the Ukrainian courts, but have so far
been unsuccessful.
ENERGY
Outside of attacks on energy infrastructure
in late 2022 that caused a period of
suspended operations, the availability of
power for the past three years has mostly
been reliable and sufficient for Ferrexpo,
albeit at higher costs due to the import
of up to 80% of electricity from
European neighbours.
This changed towards the end of 2025
when a higher intensity and frequency
of attacks on Ukraine’s energy generation
and transmission infrastructure returned.
And so, in November 2025 we were once
again forced to temporarily suspend
production. Despite a brief restart following
speedy repairs, further attacks in December
and again in January 2026, meant we were
forced to suspend production yet again.
My colleague, Viktor Lotous, explains this
issue in more detail in the Operational
Review section of this report. And for my
part, I am pleased to report that at the time
of the publication of this report, Viktor and
his dedicated team have been successful
in bringing production back online.
LIQUIDITY AND CASH
Despite us taking all the necessary actions
to mitigate the situation, the withheld VAT
refunds and power-related issues have had
a major impact on our finances. We opened
2025 with a cash position of US$106 million
and started the year on a strong operational
footing. The first quarter of 2025 recorded
our best quarterly production since the
full-scale invasion of Ukraine, once again
down to the resilience and fortitude of our
brave workforce, an increase in production
of high-grade concentrates – sold to
customers in Asia – and stable production
of Ferrexpo premium pellets.
However, we could not continue at this
record war time pace given the penalties
associated with the refusal of VAT refunds.
By the end of June 2025, our cash position
had fallen to US$52 million, a level that
due to the efficiencies and cost-cutting
measures was largely maintained with
US$58 million at the year-end.
The situation has been devastating to our
business, and has also, indirectly, caused
harm to a broader set of stakeholders.
Employees, communities, suppliers, and
paradoxically the tax authorities, all received
lower contributions from Ferrexpo in 2025.
Our calculations in April 2025 suggested
a broader US$180 million was lost from our
socio-economic contributions to Ukraine.
Our CFO Nikolay Kladiev discusses this
in more detail in his statement and Q&A
introduction to the Financial Review section
of this report.
At the date of the publication of this report,
in order to strengthen the Group’s working
capital position and fund its ongoing
operations, the Company intends to launch
alongside the publication of this report an
equity capital raise to raise gross proceeds
of approximately US$100 million through
a conditional placing and conditional
subscription of new Ordinary Shares, which
is still conditional on the relevant resolutions
being passed by the shareholders of
Ferrexpo plc.
6 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
2025 was a year of survival
within an increasingly
difficult environment, not
only due to the war, but
because of the specific
circumstances Ferrexpo
has been confronted with
in Ukraine.
THANKS
2025 was a year of survival within an
increasingly difficult environment, not only
due to the war but because of the specific
challenges Ferrexpo has been confronted
with within Ukraine.
I am grateful to every colleague for their
unwavering resilience. I am also grateful for
the support of our shareholders through
these challenging times. As we follow
political developments in Ukraine and
abroad, we remain hopeful that an
end to the war is near. Our business is very
different today from what it was before
the full-scale invasion and I am hopeful
these new levels of agility and our even
stronger bond with the community will
serve us well in a post-war environment.
We must continue to work to keep our
people safe, whilst we continue our efforts
to recover withheld VAT refunds and
ensure the integrity of our assets.
Lucio Genovese
Interim Executive Chair,
Ferrexpo Plc
6.6MT
Customer sales
in 2025
Agile decision-making that helps
strengthen Ferrexpo
Nominations Committee 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.
Raffaele Lucio Genovese
Interim Executive Chair
Find out more on page 158
Audit Committee The Audit Committee oversees financial
reporting, internal controls, and
audit-related matters. Its role is defined
in the Company’s Audit Committee
Terms of Reference, which outline its
responsibilities in line with UK corporate
governance expectations.
Stuart Brown
Independent Non-executive Director
Find out more on page 146
Remuneration Committee The Remuneration Committee
establishes and maintains, 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.
Fiona MacAulay
Senior Independent Non-executive Director
Find out more on page 163
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
7FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Strategic
report
8 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
CONTENTS
Group Chief Financial Officer’s
Statement 10
Market Review 12
Operating during a time of war 18
Our People 22
Our Business Model 28
Strategic Framework 32
Key Performance Indicators 36
Operational Review 40
Financial Review 50
Responsible Business 62
Stakeholder Engagement
and Section 172(1) Statement 74
TCFD 80
Risk Management 100
Principal Risks 102
Viability Statement 116
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
9FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
GROUP CHIEF FINANCIAL OFFICER’S STATEMENT
Rising to a new financial challenge
Throughout 2025, the economic costs of war continued
to weigh heavily on our business, coupled with the
cyclical dynamics of the global iron ore and steel industry
in which we operate. However, ranked above these
challenges, was the pressure brought on by the Ukrainian
tax authorities decision to withhold US$61 million
of VAT refunds over the course of the financial year,
forcing a significant reshaping of our business.
10 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Dear Stakeholder,
We started the year on a strong footing.
We ramped up production, targeting
a blended sales mix of iron ore pellets,
complemented by a surge in concentrate
sales to Asia. A strategy aimed at achieving
an economies-of-scale benefit on unit costs
as we spread out our fixed overheads.
This strategy showed early signs of success.
By the end of February, working capital was
starting to improve and there were signs we
could consider adding even more capacity.
It felt as if we had found an optimal structure
to operate during wartime, having honed our
ability to be nimble and respond quickly to
changes in our customer demands, pivoting
to multiple products, for different markets,
depending on demand.
This all came to a halt in March, when we
received notice from the Ukrainian tax
authorities that they would not be refunding
the US$12.5 million of VAT owed to our two
major Ukrainian operating subsidiaries,
FPM and FYM, for the month of January.
Everything changed. Concerned that VAT
refunds for subsequent months could also
be withheld, we set out with urgency to
immediately develop a production and sales
plan for a downscaled business to preserve
cash and secure our business.
This was a complex challenge, something we
have become used to overcoming. Requiring
iterations of analysis for everything, from
determining which parts of the orebody
to focus on, with the appropriate availability
of equipment, repairs and maintenance
schedules, all the way to identifying the
optimal products and customer sales to
maximise for quicker payment terms and
a shorter cash cycle.
In addition, end-to-end profitability analysis
and the diligent allocation of a reducing cash
balance were critical – made even more
challenging by the fact that our business
drivers were changing on an almost daily
basis, amidst ongoing attacks on Ukraine’s
energy and logistics infrastructure.
For 2025, the Group reported a net loss
of US$224 million. This, however, is largely
due to the total impairment loss of
US$154 million on the Group’s non-current
operating assets, which was recorded as at
30 June 2025. The impairment primarily
resulted from the impact of the withheld
VAT refunds, which had to be adequately
reflected in the Group’s long-term models
used for the impairment tests. The
suspension of VAT refunds reduces the
Group’s expected cash flow generation
and thus affects the timing of any potential
return to pre-war production and sales levels
after the war ends.
Capital expenditure totalled US$49 million
for 2025, significantly lower than
US$102 million in the prior year as we
took action to only focus on essential
expenditure. This helped to preserve
cash. The Group ended 2025, effectively
with no debt and a net cash position of
US$47 million, holding close to the
US$50 million reported in the interim
results, though lower than the
US$101 million at the end of 2024.
I would like to express my sincere gratitude
to all colleagues across our business for
their extraordinary commitment throughout
the year and on into 2026, often working
through rolling black outs with limited
heating, yet continuing to perform their
duties diligently.
Thank you. Slava Ukraini.
Nikolay Kladiev
Group Chief Financial Officer
Several rounds of cost cutting were
implemented. Decisions to cut non-essential
capital expenditure were easily made,
though the decision to place part of our
workforce on furlough or reduced hours
was not made lightly. I am deeply grateful
to colleagues for their understanding
and commitment.
The effects of these actions started to show
through in the second half of 2025. C1 and
C4 cash cost of production improved 4%
and 5% respectively compared to the first
half of the year – though this comparison is
not wholly accurate because we were forced
to temporarily halt production at various
times in November and December.
Indeed, it is fair to say that the financial
results for 2025 are not directly comparable
with the previous year. Even prior to the
impact of the tax decision, our decision to
sell more concentrates in response to weak
demand for iron ore pellets in European
markets affected certain Group financial
metrics and ratios, given the lower price
and profitability of a concentrate product.
In this business, it is not just about achieving
premium pricing, but also volumes.
Overall, the Group’s underlying EBITDA
remained positive at US$28 million in 2025
though down from US$69 million in 2024,
compared to losses of US$224 million and
US$50 million in those two years. This
decline, besides lower production levels,
was also driven by lower operating profit
margins, coupled with lower realised prices
and later, the impact of the adjusted
production plan and power curtailments.
The effect from the lower realised prices
could not be offset by the savings from
C1 and C4 cash cost of production and the
further cost-cutting measures initiated by
the Group after the first quarter of 2025.
11FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
In my day-to-day
interactions, from the
Board, to colleagues
on the ground, the
resolve to address our
challenges is iron-willed.
Q&A
MARKET REVIEW
Continued access to Ukrainian Black Sea
ports for most of 2025 enabled us to
expand our seaborne sales of premium-
grade concentrates to customers
in Asia, offsetting weakness in our
traditional European pellet market.
Yaroslavna Blonska
Acting Group Chief Marketing Officer
12 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Q&A
Q
YOU LEAD THE MARKETING
FUNCTION AT FERREXPO,
BUT YOU ARE ALSO AN
EXECUTIVE COMMITTEE
MEMBER SO YOU HAVE
VISIBILITY ACROSS THE
WHOLE BUSINESS. WHAT
ARE THE COMPETITIVE
ADVANTAGES THAT
YOU BRING AND HOW
DO THEY TIE WITH THE
BROADER BUSINESS?
The competitive advantages from a sales
and marketing perspective are clear. We can
distribute our products through multi-modal
logistics channels, including an owned rail
and barge fleet, and onwards by seaborne
charter anywhere in the world. That flexibility
is quite unique, especially for our European
customers. We are also closer to growth
markets in Europe and MENA than our global
peers. Moreover, by producing a basket of
premium grade iron ore products, we are
uniquely positioned to respond flexibly to
shifting market dynamics and to supply into
pockets of demand arbitrage. We are not
tied to a standard product that we produce
at scale, instead, we operate at the high-end
of the iron ore market, where demand is
forecast to outpace the lower-quality iron
ore producers. This means that we can
better serve our customers, particularly
because our products help them improve
efficiency in steelmaking and, eventually,
will help them to lower emissions.
Q
HOW DOES THIS TIE
TO OTHER PARTS
OF THE BUSINESS?
That’s simple. One of our major competitive
advantages is our orebody. We are blessed
with a large magnetite orebody. In my mind,
this is a superior quality of iron ore because
it is more suitable for processing into
premium iron ore products such as DR
pellets. Also, our processing operations are
large in scale and well established. There
has been a lot of chatter in 2025 about new
high-grade large-scale iron ore mines that
started production recently, but the ore is
not magnetite, it is hematite, which is much
harder to process into pellets, but also, the
capital costs of developing a pelletising
operation are huge. Our operations have
been going on for over 50 years, and the
capital is already sunk. From mine to
customer, Ferrexpo has exceptional and
unique competitive advantages.
Q
DIVERSIFICATION SEEMS
A STRONG THEME FOR THE
MARKETING FUNCTION IN
2025, BOTH BY CUSTOMERS
AND PRODUCTS. HOW
DID YOU DIVERSIFY THE
CUSTOMER BASE?
Yes, diversification is very much a theme
that defines our work. But first and
foremost, I must stress that we are here
to supply our traditional, long-standing
customers, especially those in eastern
and central Europe close to our operations.
It is through these customers that Ferrexpo
is tied to European value chains, many of
which, such as the automotive industry, are
critical European industries. But, yes, it is
true that we diversified our customer base.
This was mostly in two forms. First, we
supplied a lot of customers in Asia, old and
new. And second, we increasingly sold to
large commodity trading groups.
I am proud of how
the marketing team
developed new
opportunities to increase
our sales of premium
grade concentrates.
Yaroslavna Blonska
Acting Group Chief Marketing Officer
13FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
MARKET REVIEW
CONTINUED
Communicating with
customers allows my
team to be their voice
inside Ferrexpo, ensuring
that we can respond to
their needs and evolving
market trends.
Q
YOU ALSO DIVERSIFIED
YOUR PRODUCT MIX,
SELLING MORE IRON ORE
CONCENTRATE AND
PELLET FEED THAN EVER
BEFORE. WHY?
Clearly, the iron ore pellet market was
challenging in 2025. Additional supply from
Brazil into an already oversupplied market,
weak demand in Europe and very low
pellet premiums on top of a lower Fe
indexes. As a business, we must adapt to
market conditions, and so diversification
of our premium product mix was crucial.
In 2025, concentrate sales of 2.9 million
tonnes represented 44% of our sales mix,
a record for our business. I am proud of
how the marketing team developed new
opportunities to increase our sales of
premium grade concentrates, in particular,
switching from pellet to 67% Fe pellet
feed sales to new customers in Asia.
We responded quickly to market
conditions. I think we made the best
out of a difficult situation.
Looking forward, we will continue to
flex our premium product mix to market
opportunities. Indeed, I see good demand
ahead for pellet feed, especially in the
MENA region.
Q
TOWARDS THE END
OF 2023 ACCESS TO
UKRAINIAN BLACK SEA
PORTS WAS RESTORED
AND IN FEBRUARY 2024
THE FIRST VESSEL WITH
A FERREXPO CARGO SET
SAIL FOR CHINA. HOW DID
THE SHIPPING MARKET
EVOLVE FOR YOU IN 2025?
Although access was restored, the premium
on the C3 route from Ukraine to China
remained quite high throughout 2024.
However, in late-2024 this fell and narrowed
significantly. In 2025, rates were much
better. Indeed, I would characterise this
year as being quite stable in terms of the
premiums we pay.
The ports have been busier in 2025, in part
due to Ukraine’s need to import more coal,
so this has increased vessel liquidity and at
times resulted in better rates as shipowners
accept ballast discounts. We still continue
to pay a premium for war risk insurance and
crew bonuses, but that has not increased
significantly, even despite the constant
attacks that the region has endured
towards the end of 2025 and into 2026.
All this was to our benefit because the
pivot to concentrate sales to Asia demanded
more capesize vessels. Indeed, we
significantly improved our internal chartering
performance during the year, fixing 12 more
capesize vessels bringing the total to 19.
Q
AS THE HEAD OF THE
SALES AND MARKETING
DEPARTMENT, WHAT
WORRIES YOU THE MOST?
The team and I are frequently on the
road, meeting with our customers, old
and new. As I said in last year’s report,
communicating with customers to
understand their concerns and needs is
important. It allows the team to be the
voice of the customer within the business
and to work with colleagues in production
and logistics to deliver the products that
our customers need, on time. It has been
another year of uncertainty, and part of our
role is to allay our customers’ concerns, as
headlines can appear worse than it is on the
ground. The team is well-versed in this now,
thanks to our extensive experience, and I am
grateful to our customers around the world
for their ongoing support.
Yaroslavna Blonska
Acting Group Chief Marketing Officer,
Ferrexpo plc
2.9MT
Premium concentrate sales
(2024: 0.8Mt)
19
Capesize vessels loaded
(2024: 7)
+5
Number of new customers
14 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Diversification
on all fronts
Continued access to Ukrainian Black Sea
ports enabled us to expand sales to Asia
while a pivot to a more even split between
sales of iron ore pellets and concentrates
reduced our risk exposure to lower pellet
demand and premiums.
The sales rebound in 2024 continued into
2025, once again selling over 6.5 million
tonnes of premium iron ore products. The
product mix of the sales though was very
different, as 2.9 million tonnes of total sales
were in the form of premium concentrates,
in particular, premium pellet feed as we
adapted to shifting market dynamics.
This is an all-time record for Ferrexpo and
establishes our strategy to be a supplier of
a broad range of premium products, not just
a pure pellet producer and exporter. The
continued trust that was built throughout
the organisation and with our logistics
providers enabled the Group to overcome
many of the risks and challenges we faced.
The final two months of 2025 were some
of the most challenging since the start of
the full-scale invasion. Strikes on regional
and local energy infrastructure impaired
our ability to produce and relentless attacks
on rail infrastructure and the Odesa port
region hampered our ability to transport
and export our products. The marketing
team in conjunction with colleagues across
Ferrexpo worked tenaciously to reconfigure
supply routes and rebalance cargoes,
whilst also liaising closely with customers.
This complex and constant reorganisation
was particularly important during 2025
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
Access to Ukrainian Black Sea ports
continued into 2025, though was restricted
in the month of December due to intense
attacks. Access has subsequently been
restored in 2026.
During the year, a total of 3.8 million
tonnes, equivalent to 58% of total sales,
were shipped through Ukrainian ports,
loaded on 19 capesize and seven Panamax
vessels. This compares to 3.4 million tonnes
in 2024 on seven capesize and 25 Panamax
size vessels. The increased use of capesize
vessels helped realise economies of scale
and lower costs in terms of freight costs
per tonne.
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.
CUSTOMER GROWTH MARKETS
The Group continued to expand into
new markets in 2025, with a sale of one
shipment of Ferrexpo DR pellets (“FDP”)
to a new customer in the MENA region,
and a total of 148 thousand tonnes of FDP
volumes sold into the region.
The Group adapted swiftly to market
dynamics in 2025 to maximise the value
of the broad portfolio of premium iron
ore products that our assets can deliver.
As demand for pellet feed concentrates
remained relatively stronger than pellets
in 2025, the Group successfully pivoted its
sales portfolio towards an increase of its
premium-grade Ferrexpo Pellet Feed
(“FPF”) sales into Asia. A total of 2.4 million
tonnes of FPF was sold into Asia, bringing
the total sales of FPF globally to 2.9 million
tonnes in 2025, representing a +254%
year-on-year increase (2024: 819 thousand
tonnes). Geographically, sales bound for
Asia have also increased to 50% of the
Group’s sales portfolio in 2025 as a result,
compared to 17% in 2024.
STEEL MARKET
Total global crude steel production totalled
1.8 billion tonnes in 2025, falling 2.0%
year-on-year as global steel markets
remained under heavy pressure.
15FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
MARKET REVIEW
CONTINUED
As the world’s largest producer of steel,
China continued to dominate the global steel
market in 2025. Increasingly, China is relying
on exports to support its steel industry,
amidst a slowdown in domestic steel
consumption. Chinese steel exports
increased 7.5% in 2025 to 119 million tonnes,
putting pressure on markets around the
world. Despite protectionist measures
introduced in certain regions during 2024
and 2025 to curb Chinese steel exports,
Chinese steel has continued to enter global
markets. Imports from China increased
in several newer markets, notably across
the MENA region and particularly in
Saudi Arabia, which recorded a 17%
year-on-year increase.
Trade barriers continue to be erected to
protect regional steel markets against the
influx of competitively priced Chinese steel.
In particular, the European Union’s proposals
in late-2025 to further reduce import quotas
and increase tariffs on imported steel could
potentially lend fresh support to European
steelmakers moving into 2026. This is
important because the EU’s efforts to
protect its steel industry is a key enabler
to maintain its global leadership in
decarbonising the steel value chain.
IRON ORE MARKET
Global iron ore exports totalled 1.8 billion
tonnes in 2025, with Australia (962 million
tonnes) and Brazil (414 million tonnes)
continuing their dominance. Exports from
Ukraine totalled 31 million tonnes.
Iron ore prices started the year strong,
seeing a seasonal uptick driven by increased
restocking demand prior to the Chinese
New Year holidays in China and several
weather-related disruptions to iron ore
supply in Australia and Brazil. Prices peaked
at US$123/t on the 65% Fe index in the first
quarter of 2025.
Further volatility was observed throughout
the second quarter of the year, following the
uncertainties around the implementation of
US trade tariffs, where delays and changes in
potential tariff policy continued to reshape
global trade, especially during a year where
China has continued to increase its reliance
on steel exports as a demand pillar for its
steel market.
Despite the ongoing volatility, hot metal
output in China remained uncharacteristically
elevated throughout the third quarter of
2025, supported by positive, albeit narrow,
steel profit margins. This, in turn, kept
offtake rates from portside inventories
supported, which resulted in a tightened
fundamental balance that supported prices.
Despite potential supply pressure stemming
from record levels of iron ore exports seen
from Australia and Brazil in the final quarter
of 2025, prices continued rallying into
the end of 2025 following increased
expectations for economic stimulus
measures in China to support consumption,
which has seen 2026 start on a solid foot at
US$121/t for the Fe 65% index.
IRON ORE PELLET MARKET
Pellet markets continued to remain under
supply pressure in 2025 as major pellet
producers ramped up export volumes,
especially from South America and Europe
where an additional three million tonnes of
exports was recorded. On the demand side,
European automotive steel demand
remained subdued due to tariff pressures
from the USA and weak domestic demand
in the region, putting further pressure on
steelmakers. As a result, the “benchmark”
Atlantic pellet premium remained subdued
in 2025, falling a further 24% year-on-year.
Ferrexpo’s pellet premiums are based on
this benchmark for pellet sales into Europe,
adjusted for quality differences.
Due to the sustained record low levels of
pellet premia observed in 2025, higher cost
pellet producers reduced pellet output in
late-2025. This, combined with an increasing
pelletising cost structure globally, could lend
support to pellet premia in 2026.
SHIPPING
Dry bulk freight markets were less volatile
in 2025 compared to 2024. Capesize freight
rates in the first quarter of the year remained
subdued due to several weather-related
disruptions to major iron ore exporters
in Australia. As record strong export
performance from the Australian and Brazilian
iron ore exporters continued to characterise
the cape freight market in the second half of
2025, rates remained elevated and continued
rallying into the year-end.
2025 was the second full-year period that
the Group has been shipping from Ukrainian
ports. Following the smooth resumption of
seaborne exports from Ukrainian ports in
2024, the Group’s marketing efforts to
encourage more shipowners to return to
Ukraine have seen further successes in 2025.
The broader pool of available ships resulted
in an improvement in freight pricing and
a continued narrowing of the risk premia
associated with shipping from Ukraine. The
continued successes of the Group’s efforts to
maintain freight exposures assists Ferrexpo’s
products in remaining competitive in the
global seaborne trade.
SUMMARY OF INDUSTRY KEY STATISTICS
2025 2024 YoY change
Iron ore fines price (65% Fe CFR China) 115 123 -7%
Iron ore fines price (62% Fe CFR China) 102 109 -6%
Average 65% over 62% Fe 13 14 -7%
Atlantic blast pellet premium 30 40 -24%
China blast furnace pellet premium 16 15 9%
Direct reduction pellet premium 49 58 -15%
C2 freight rate (Brazil Netherlands) 10 11 -2%
C3 freight rate (Brazil China) 22 25 -12%
16 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Weaker iron ore index
prices reinforce the
need to focus on
premium products
that command higher
prices and premiums.
2026 OUTLOOK
Further iron ore supply increases are
expected in 2026 as major iron ore projects in
West Africa ramp up exports and operational
outperformance from Australian and Brazilian
exporters is expected, evidenced from their
strong performance in 2025.
Macroeconomic policy continues to drive
iron ore pricing, especially in China, with
prices increasingly becoming shaped by
macroeconomic expectations and sentiment
given the outsized role China plays in the
seaborne iron ore market. With steel exports
expected to remain a key demand driver for
China’s steelmakers, how global trade policy
continues to evolve will heavily influence
demand. Commentators suggest that
the same evolution in trade policies and
the resulting protectionist measures
implemented in the EU in late-2025 could
see a relatively stronger demand outlook for
2026 in Europe, where the Group continues
to sell a large proportion of its output.
The sales and marketing team continues
to ensure that the Group remains nimble
and responsive to global iron ore and steel
market dynamics. This, coupled with the
operational flexibility of the Group’s assets
in Ukraine to respond to changing demand
patterns quickly, will continue to deliver
agility and value to the Group.
Iron Ore Prices (US$/t)
80
100
130
125
120
110
105
95
90
85
115
0
20
50
45
40
30
25
10
15
5
35
Jan
2025
Feb
2025
Mar
2025
Apr
2025
May
2025
Jun
2025
Jul
2025
Aug
2025
Sep
2025
Oct
2025
Nov
2025
Dec
2025
Index
Spread
62% Index 65% Index
65-62% Spread
Pellet Premiums (US$/t)
0
15
40
35
25
20
10
5
30
Jan
2025
Feb
2025
Mar
2025
Apr
2025
May
2025
Jun
2025
Jul
2025
Aug
2025
Sep
2025
Oct
2025
Nov
2025
Dec
2025
Iron Ore Blast Furnace Pellet Premium CFR China $/DMT Wkly
Atlantic Iron Ore Blast Furnace Pellet Contract Price Premium (Basis IODEX)
17FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OPERATING DURING A TIME OF WAR
Our workforce and operations continued to be
affected by Russia’s war in Ukraine throughout
2025. At the time of publication of this report,
the war has entered its fifth year. In this section
we detail the ongoing and changing effects
of war on our people and their communities,
and on our business operations and logistics.
PEOPLE
The ongoing safety and wellbeing of our
people is our primary concern. The will to
work, secure livelihoods, sustain resilient
communities and contribute indirectly
to the war effort is strong. It is therefore
our responsibility to ensure there is a safe
workplace and that we foster the physical
and mental wellbeing of the workforce.
COLLEAGUES SERVING IN AND
RETURNING FROM THE ARMED
FORCES OF UKRAINE
At the end of 2025, our total workforce in
Ukraine comprised 7,570 employees and
contractors. This included 751 colleagues
serving in the Armed Forces of Ukraine
(including eight women), equivalent to 10%
of the total workforce and more than at any
time since the full-scale invasion started.
Managing the workforce composition
is complex because many colleagues are
serving in the Armed Forces of Ukraine.
In particular a higher proportion of skilled
workers such as electrical and gas welders,
electricians and fitters are currently
serving than we have on average across
the business.
When a colleague is mobilised to the
Armed Forces of Ukraine, our ‘Backpack
for the Mobilised’ project supplies them
with equipment such as safety clothing,
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.
As the war has prolonged, more veterans
are returning, 207 in total as at the end of
2025. After the formal decommissioning
process, veterans are introduced to the
‘Ferrexpo Veteran Support Service’ which
offers comprehensive and tailored support
to help veterans reintegrate into civil society
and the workplace and reduce risks of moral
injury. Ferrexpo veterans have the right to
return to their previous roles, unless their
physical or mental health circumstances do
not allow for this, in which case they may
choose to undertake training for a new role.
During 2025, we observed an increase
in interest and demand for psychological
support, not just from veterans, but
also from their families and the broader
community. Ferrexpo has pioneered
several initiatives to break down the cultural
hesitancy in Ukraine to seek psychological
support. One such example is a viral social
media video series we produced about
Ferrexpo veterans and their partners.
Efforts to bolster mental health are
however constrained due to a shortage
of mental health specialists in Ukraine
and limited funds.
18 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Throughout the war,
we have strived to keep
our workforce safe.
At the start of the war, it would have been
easy to shut down operations and send
people home, however that was not the
responsible choice. While some of our
workforce chose to leave for abroad, or
the west of Ukraine, the majority wanted
to stay – and they wanted to keep working.
Continuity in itself is the foundation
of resilience. This meant we had to
construct the safest possible environment,
for example, by installing air raid alert
systems, providing protective equipment,
renovating old and building new bomb
shelters and enhancing communication
channels. We adapted quickly, and the
commitment of our people ensured that
life and work continued.
It is the case that production rates can
fluctuate because of factors beyond our
control, most notably due to the availability
of power and access to logistics routes.
In the latter part of 2025 this was made
more challenging due to an intensity and
frequency of missile and drone attacks or
both. It also means that there are periods
when employees must seek shelter.
This results in additional interruptions to
their working day and travel to and from
the workplace. It also affects time at home,
interrupting domestic activities, schooling,
and sleep – placing real strain on daily
life and psychological wellbeing. At times,
people are working with reduced
connectivity, lighting, heating in winter
and air conditioning in summer.
In 2025, the refusal of the Ukrainian
tax authorities to refund VAT forced
the Company to downscale production,
reducing the optimal production and
financial potential of the business. This
has forced Ferrexpo from time to time
to reluctantly place personnel on furlough
or reduced working hours. The result is
that incomes are reduced and resilience
of communities and contributions to the
state are also reduced.
During 2025, we observed
an increase in interest and
demand for psychological
support, not just from
veterans, but also from
their families and the
broader community.
751
Colleagues serving
in the Armed Forces
of Ukraine at the end
of December 2025
Workforce
19FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OPERATING DURING
A TIME OF WAR
CONTINUED
LOCAL COMMUNITIES
As the anchor employer in Horishni Plavni,
the mining city built on Ferrexpo, we
have a central role to play in supporting
community life. This has become even
more important since the full-scale invasion,
as communities increasingly rely on private
enterprises to balance their otherwise
healthy contributions to local authorities,
which are now under significant
budgetary constraints.
At its most basic, a resilient community
needs functioning infrastructure, health
and education services, and a cultural and
sporting life that distracts from the realities
of a prolonged war. 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.
Since the full-scale invasion of Ukraine in
February 2022, the Group has committed
US$29 million to humanitarian and
CSR activities. It is therefore particularly
regrettable that, during 2025, the
withholding of VAT refunds required the
Group to make difficult decisions to reduce
such expenditure to protect the viability
of its operations. As a result, spend on
humanitarian and CSR activities during
the year was significantly reduced to
US$1.5 million (2024: US$4.3 million).
With reduced financial resources,
the Group elected to focus on mental
health and supporting initiatives such
as our corporate theatre project called
“FerroTale”, which has attracted an audience
of over 7,000 since it was launched and
raised over UAH50,000 for the Armed
Forces of Ukraine and UAH50,000 for
children with disabilities and special needs.
More information on supporting
our communities can be found in our
latest Responsible Business Report on
pages 39 to 43.
OPERATIONS AND LOGISTICS
Our modern operations are large in scale
and follow a simple production cycle from
mining to processing and beneficiation.
Throughout our operations, we have built in
significant flexibility so that we can mitigate
production risks and respond quickly to
market shifts and customer demand.
In 2025, demand from one of our biggest
markets, pellet sales to Europe, was
subdued. Foreseeing the possibility, in
late 2024 we invested in expanding our
concentrate production capacity. This
allowed us to respond to weak European
pellet demand by pivoting our production
mix to include more premium concentrates
and pellet feed for customers in MENA
and Asia.
This was made possible because of
continued access to Ukrainian Black Sea
ports and exporting more economically
on larger capesize vessels, reducing the
dependence on exports by rail and barge
only, which was the case during the first
two years of war.
Diversification of products, logistics routes
and widening our customer base enabled
us to keep operating during 2025.
The increased attacks on energy and
infrastructure networks made this harder
at times. We suffered power outages
frequently, which interrupted the
production cycle. We responded by
building stocks of intermediary and
finished products to optimise continuity
of production and exports.
There were also times where longer journey
times to dry and maritime ports were longer
as rail cargoes had to be rerouted, and we
adapted to this by building inventories
in ports and along major nodes in Ukraine
and abroad.
Ukrainian Black Sea ports also suffered
attacks which presented challenges, as
port facilities required repairs and capacity
was restored slowly. Vessel loading times
improved throughout the first half, however,
during the second half of 2025, relentless
attacks on the Black Sea port region resulted
in their closing again. In response, the Group
started redirecting its products by rail only
to European customers, as it did previously
after the full-scale invasion started. When it
becomes safe to operate out of the Black
Sea, we will resume loading and shipping
from Ukrainian ports in 2026.
US$29M
Humanitarian support and CSR
spending since February 2022
109
Veterans returned to work
20 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Remembering
those we have lost
Tragically, five colleagues were
killed serving in the Armed
Forces of Ukraine during 2025,
bringing the total to 56 since
February 2022 as at the end
of December 2025.
2022
Andriy Albit, age 33
Dmytro Belikov, age 32
Oleksiy Bridnya, age 32
Andriy Chernya, age 37
Oleksandr Chugainov, age 54
Guy Dudka, age 52
Andriy Dukanych, age 32
Serhiy Kharlamov, age 57
Serhiy Kondyk, age 31
Denys Koshovyy, age 30
Ihor Novohatniy, age 39
Kostiantyn Orchikov, age 30
Oleksandr Scherbakov, age 28
Serhii Soltanovskii, age 36
Denys Svyrydov, age 50
Yaroslav Taran, age 50
Oleksiy Yatskov, age 36
Anatoliy Zakupets, age 36
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 30
Vitaliy Med, age 40
Oleksiy Nazimov, age 25
Volodymyr Pavlenko, age 43
Petro Perovskiy, age 25
Andriy Petrenko, age 49
Serhiy Pizniy, age 34
Oleksandr Smyrnov, age 32
Vladyslav Solomko, age 32
Oleksandr Terlenko, age 48
2024
Valentyn Artemenko, age 24
Viacheslav Burhardt, age 38
Maksym Dmytryienko, age 44
Vadym Drach, age 49
Kostiantyn Koposov, age 39
Ihor Koriakovtsev, age 43
Oleksandr Koval, age 53
Andriy Kovalevskyi, age 43
Roman Kozmenko, age 29
Eduard Lozenko, age 45
Volodymyr Taranyshych, age 37
Roman Vernyhora, age 43
Mykola Yastrebkov, age 35
Ruslan Yerko, age 31
2025
Dmytro Hrebelnyi, age 36
Oleksiy Kotvytskyi, age 44
Oleksandr Matus, age 49
Viktor Pevchenko, age 52
Oleksiy Shvorak, age 42
SLAVA UKRAINI
21FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Q&A
OUR PEOPLE
The war continues to place incredible
pressure on companies in Ukraine.
We understand our role in helping
to provide the support we can
to individuals during this
difficult time.
Greg Nortje
Group Chief Human Resources Officer
22 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Q&A
Our people are living in challenging
times yet their sense of purpose
has never been stronger.
Q
AS PART OF THE FERREXPO
LONDON TEAM, YOU LEAD
ON THE PRODUCTION
OF THE FERREXPO
ANNUAL REPORT. WHY
DID YOU DECIDE TO TITLE
THIS YEAR’S REPORT
“IRON WILL”?
For me “iron will” reflects the determination
of our employees, first as individuals
enduring their own version of war, and
second as a collective, that has rallied behind
Ferrexpo, ensuring business continuity.
We chose these words because, obviously,
‘iron’ relates to our business, but together,
we felt that this was the best choice to
convey to the outside world what it takes
to get through a fourth year of war.
Q
CAN YOU DESCRIBE WHAT
IT IS REALLY LIKE FOR THE
WORKFORCE, LIVING AND
WORKING DURING A TIME
OF WAR?
It is important to recognise that everybody’s
experience is different.
Some people may be serving in the Armed
Forces of Ukraine or have returned as
a veteran. Others may be their partners.
These people have frontline experience
and have lived through the hardest times.
Others may not have had such a direct
experience of war, but everybody is affected
by the disruption of air raid alerts. When the
sirens are going off people ask themselves:
Do I need to go to a shelter? Where is the
nearest shelter? Are their children attending
school safe? Where is my partner? Will they
be safe? Is the town going to be attacked?
Then, during the last winter, following
intense attacks on energy infrastructure,
including in towns and cities where our
people live, communities had to endure
rolling blackouts, resulting in cold homes and
offices and darkness. Generators started to
pop up everywhere. The humdrum of their
engines and the smell of the fumes greet
you at the supermarket, the post office
and on entering cafés.
This is the reality for our workforce and
across Ukraine. But our people will not
be defeated. There is an enduring spirit
of resilience and hope, alongside a special
kindness and respect. People understand
that success at the front requires a strong
rear guard, and they are doing everything
they can to provide that support.
Q
HAVE YOU EXPERIENCED
HIGHER EMPLOYEE
TURNOVER, NOT JUST DUE
TO THE WAR, BUT ALSO
BECAUSE IN 2025 YOU HAD
TO PLACE EMPLOYEES ON
FURLOUGH AND REDUCED
WORKING HOURS TO
SAVE COSTS?
Our employees are aware of the challenges
we face, and that many of these are not
unique to Ferrexpo. We have had a difficult
year but using the experience we have
gained over the period, we have continued
to adapt our workforce. Aligned with
changing production plans, we have had
to continually change how we deploy our
people, train them to develop new skills,
and yes, unfortunately at times, reduce their
working hours or place some people on
furlough. Despite this situation, we have not
seen an increase in employee turnover; not
since the early days of the full-scale war,
when of course many people left altogether.
We would like to do more for our employees.
It is, however, a challenge when half of our
liquidity has been denied to us through
the withholding of our VAT refunds. Our
workforce questions this because they know
better than anybody that the front line must
be supported from the rear, which is the role
they are trying to play in this prolonged war.
23FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OUR PEOPLE
CONTINUED
Q
OF THE EIGHT METRICS
USED TO MEASURE GROUP
PERFORMANCE, THE TWO
THAT RELATE TO HR ARE
SAFETY, MEASURED BY
THE ‘LOST-TIME INJURY
FREQUENCY RATE’
AND DIVERSITY IN
MANAGEMENT ROLES.
BOTH THESE MEASURES
IMPROVED IN 2025.
INDEED, THE DIVERSITY
METRIC SURPASSED ITS
2030 TARGET TO REALISE
MORE THAN 25% OF
WOMEN IN MANAGEMENT
ROLES. HOW WAS THIS
ACHIEVED, AND WILL
YOU NOW INCREASE THE
DIVERSITY TARGET?
Given our challenging circumstances,
it is pleasing to report some successes.
In terms of safety, the LTIFR in 2025 fell to
0.38 from 0.54 in the previous year. The rate
also fell back below the historic five-year
rolling average of 0.52. This tells us that we
improved our safety during the year and that
we continue to improve year-on-year, even
better than we have done on average over
the last five years. This has been achieved
through a relentless focus on safety, despite
the war. We have worked hard to install
a deep safety ethos amongst our people.
There have still been some safety incidents,
and there is a way to go to achieve zero
harm, but we have improved.
The focus of our DEI programme has always
been to create a more inclusive workforce,
one benefit of which is the ability to recruit
from the widest possible pool of talent.
To level the playing field and shift our
culture, there has been a focus on recruiting,
developing, and promoting more women
into wider range of roles that historically
would have been only filled by men.
Together, we have expanded access to skills
development and growth opportunities,
enabling women to step forward and take
on broader roles with confidence.
At the end of 2025, women in leadership
stood at 25.8%, a good increase compared
to 22.9% in 2024 and a great achievement
compared to 18.2% in 2021 when we first
implemented this measurement as a KPI.
Women as an overall percentage of
employees has also advanced over the
same period from 36% of the workforce
to 38% (excludes contractors).
I am often asked two questions about this
achievement. First, is it sustainable? Yes,
it is sustainable because these women are
the best people for the job. Second, will the
number fall when men currently serving in
the Armed Forces return? Here the answer
is no, because we already count these men
as part of our current workforce, so the
figure would not change.
Q
IN 2025, YOU RAN AN
EMPLOYEE ENGAGEMENT
SURVEY. WHAT WERE
THE PRINCIPAL FINDINGS?
DID ENGAGEMENT
REDUCE BECAUSE OF THE
PROLONGED WAR AND THE
BUSINESS CHALLENGES?
Yes, we ran the survey for a second year with
the same provider. It is a mammoth task,
run in multiple languages, and, particularly
because of the staggered deployment of our
workforce currently. I am grateful to all my
colleagues for their efforts.
In HR speak, ‘Engagement’ aggregates
the thousands of responses, and provides
insight into employees ‘emotional’
commitment to their work, teams, leaders,
and the Company. It is true to say that we
saw lower engagement in 2025 compared
to 2024. Even if the environment remains
unchanged, this is not unusual as employees
open up more, as surveys are run more
frequently. However, it does underline the
challenging environment in Ukraine and
within our business, as well as some of the
difficult choices we were forced to make
due to our very tight liquidity. The survey
empirically confirms our concerns
about job security, wellness, and pay, in
particular, which has enabled me to make
recommendations to the Board, Executive
Committee, and my team, within the limited
resources we have available, to alleviate the
issues raised. The survey is a valuable tool,
and the intention is to take remedial actions
arising from the survey results and run
a third survey on the same platform in
2026 to gauge improvement.
Greg Nortje
Group Chief Human Resources Officer
Ferrexpo Plc
OUR REDEFINED VALUES
As we face many challenges that the war poses,
our values help to inform our responses, not just
on a day-to-day basis, but also with the long term
in mind.
RESPONSIBILITY
MAKE IT HAPPEN
INTEGRITY
CONTINUOUS
INNOVATION
DIVERSITY
WITHIN ONE TEAM
24 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
We have supported women to
develop new skills and progress
into roles where they have been
historically underrepresented.
Participants have demonstrated
appetite and the capability to
take on new responsibilities and
advance their careers.
Our redefined values help direct us,
more than ever during a time of war
Since February 2022, the priority
has been to help our people live
through war. This responsibility has
been more acute for the Human
Resources team than for any other
business function.
Find out more on page 26
38%
Proportion of women
in the workforce
(2024: 36%)
+10
Offices around the world
7, 570
Global workforce
25FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OUR PEOPLE
CONTINUED
Almost a decade ago Ferrexpo
embarked on an overhaul
of its entire approach to
Human Resources, meaningfully
integrating global best practices
into everything we do.
The changes that were gradually
implemented helped foster a ‘One Ferrexpo’
interdependent culture, resulting in an
operating model that effectively manages
the human capability and capacity of the
organisation, delivering the support needed
to achieve our broader business objectives.
Since February 2022, the priority has been
to help our people live through war. This
responsibility has been more acute for the
Human Resources team than for any other
business function. During a time of war,
health and safety are paramount. It is
important to ensure the physical safety,
emotional wellbeing, and psychological
resilience of our people, both as individuals
and collectively as a workforce.
This is an ever-evolving challenge because
the war changes and each person endures
their own experience of the war. We
understand that one of the most important
contributions we can make is to keep the
business running and ensure our people
remain employed. When the full-scale
invasion started in February 2022 it would
have been easy to shut down operations and
send people home but that would not have
been the responsible choice. While some
of our workforce relocated to the west of
Ukraine or abroad, the majority chose to
stay, determined to continue working.
Our responsibility has been to support
them and to do it in a way that ensures
they feel as safe and protected as possible.
For more information see the
sub-section on Health and Safety in
the Responsible Business Review.
WORKFORCE COMPOSITION
Balancing the workforce composition
has become more important for Ferrexpo
as dynamic factors, including changing
demographics, changing legislation and
regulation, technological advancement,
and the availability of skills, are constantly
and rapidly shaping how we manage our
workforce today and into the future.
The most critical issue for Ferrexpo is our
colleagues serving in the Armed Forces of
Ukraine. At the end of 2025, 751 colleagues
were serving in the Armed Forces of Ukraine
equivalent to 10% of the total workforce.
This is more than at any time since the start
of the full-scale invasion of Ukraine. It should
be noted that in January 2025 we adjusted
how we calculate this number to exclude
part-time employees who previously worked
at Ferrexpo and with a second employer to
avoid double counting. Consequently, this
number is lower than the 764 reported in
the fourth quarter 2025 Production Results.
As the war prolongs, we are welcoming back
more and more veterans, 207 in total as at
the end of 2025, of whom 104 have been
able to return to work, with the balance
undergoing rehabilitation, retraining, or
electing not to return to work.
Efforts to improve our corporate culture,
initiated in 2017, included developing
a more inclusive workplace for women.
It is therefore rewarding to note that women
as a percentage of all employees grew from
36% in 2024 to 38% in 2025. Furthermore,
the share of women in managerial positions
increased from 22.9% in 2024 to 25.8% in
2025, exceeding our 2030 target of 25%.
For more information about women in
the workplace, please see the Diversity,
Equity and Inclusion sub-section in the
Responsible Business Review.
Ferrexpo’s on-site Qualification Centre
has expanded its activities in 2025 to offer
additional vocational training programmes.
In December 2024, the centre was
recognised by the National Qualifications
Agency, becoming 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 skills
and abilities without requiring 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 full theoretical and practical
training. In 2025, the Centre has the authority
to certify three additional professional
qualifications, taking the number to six
professions in total. Looking at the year
ahead, work is underway to complete
the accreditation for a further four to
eight professions.
A key focus in 2025 has been building
broader, more flexible capability across
our workforce by developing multi-skilled
employees who can perform a range of
functions across our operations. This is
a strategic investment in workforce
resilience, helping us manage anticipated
skills shortages and labour market pressures
as the war ends, while also strengthening
operational flexibility and supporting
longer-term career development.
Education and skills training is also a key
factor for recruiting young talent, 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.
WORKFORCE PLANNING
On a more immediate and practical level,
workforce planning requires day-to-day
analysis and attention, to ensure that the
Company has sufficient available human
resources to operate effectively. This
requires constant assessment of the
workforce composition, skills, and
capabilities available to us, so that we can
align these with the production plan staffing
requirements, which change frequently.
26 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
751
Employees serving in the
Armed Forces of Ukraine
During wartime, there can be periods
of intermittent or suspended production,
and indeed periods of needing to boost
production, demanding enormous flexibility.
To manage these fluctuations, we have
implemented measures such as furlough,
adjusting pay structures, modifying shift
patterns, and asking employees to take
or postpone leave as needed.
Managing the workforce composition
in 2025 was particularly complex for two
reasons. First, due to the withholding of
VAT refunds, we were forced to downscale
production and operate at a level within the
constraints of lower liquidity. Reducing our
activities across all areas of the business, from
our mines to the ports, meant that more
people were available than work required.
This demanded significant additional
flexibility from our people as we sought
to optimise the availability of skills on an
as-and-when basis. The second challenge
in 2025 arose from attacks on the regional
power infrastructure in November and
December. There were periods of time when
there was no or limited power. This required
us to send people home and delicately
balance the workforce according to the
available power and gradually increase
staffing as power was restored. During these
times, not all parts across the production
cycle were operational, adding further
complexity as employees had to be rotated
in and out of work depending on which part
of the business was running.
25.8%
Number of women in
management positions
(2024: 22.9%)
WORKFORCE STATISTICS
2025 2024 2023 2022
Total workforce (Ukraine and international offices) 7,570 8,304 8,242 9,959
Serving in the Armed Forces of Ukraine 751 706 656 582
Employees (excluding people serving in the Armed Forces) 5,643 5,965 6,233 7,401
Contractors 1,176 1,633 1,353 1,976
Male employees (excluding contractors) 4,252 4,526 4,759 5,693
Female employees (excluding contractors) 2,142 2,145 2,130 2,290
Male percentage (excluding contractors) 75% 76% 76% 77%
Female percentage (excluding contractors) 38% 36% 34% 31%
Total killed serving in the Armed Forces of Ukraine 52 45 34 16
Veterans demobilised from the Armed Forces of Ukraine 207 160 67 6
Veterans returned to the workplace 109 102 40 1
Veterans waiting to return to the workplace 30 18 3 0
Veterans elected not to return to Ferrexpo 63 40 24 5
EMPLOYEE ENGAGEMENT SURVEY
Towards the end of 2025, a second
Employee Engagement Survey was
undertaken using the same new platform
as in 2024. The response rate of 61%
represented a good cross-section of
business demographics, although it was
lower than the 62% in 2024. The Group’s
overall engagement score fell to 54%
from 73% in 2024 due to more challenging
working and salary conditions. The survey
provided the data needed to make
recommendations to the Board to improve
working conditions for the workforce,
cognisant of the constraints upon the
business due to lower liquidity.
During October 2025, the then-designated
Employee Engagement Director, Vitalii
Lisovenko, undertook an operational site
visit and held engagement sessions with
a cross section of employees. The findings
highlighted the importance of strengthening
communication, supporting managers in
leading under pressure, taking a balanced
approach to cost-management decisions
and enhancing employee engagement.
These findings and the related recommended
actions were presented to the Board, which
accepted them in full, and progress is
continuing despite the ongoing challenges
of the war in Ukraine.
27FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OUR BUSINESS MODEL
Ferrexpo is a vertically integrated, large-scale
producer of premium grade iron ore products
to a global customer base.
Our premium grade iron ore products are
preferred by premium steel producers around
the world because they improve efficiencies
in steelmaking and are enabling the transition
to green steel.
01
02
03
04
05
Mining
Processing
Logistics
Product mix
Customers
Our competitive capabilities
and advantages
Vertical integration
From a world-class orebody, on which are built
established contiguous mines and a development
project, delivering ore to an established
processing plant using modern western
technology, producing premium products that
are transported on a multi-modal and nodal
logistics platform, Ferrexpo is vertically
integrated from beginning to end.
Diversification
What sets Ferrexpo apart from the industry is
its diversification. Ferrexpo produces a range of
premium products, which it can transport to its
customers in a variety of ways. Its customers are
high-end steel producers that can stand the test
of commodity cycles. And with a global customer
base, Ferrexpo is not dependent on any single
country or region.
Premium grade products
Premium products fetch a higher price and
premium, and demand is forecast to outpace
lower grade forms of iron. Ferrexpo is unique
because it produces a variety of customisable
premium-grade products and is therefore able
to benefit from demand arbitrage, particularly
to customers in Europe and MENA because it
is closer than its global peers to these growing
steel markets.
28 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
ECONOMIC
ROBUST PRE-WAR EARNINGS
TRACK RECORD
PRE-WAR SHAREHOLDER
DISTRIBUTIONS
FISCAL CONTRIBUTIONS
LARGE PROCURER OF DOMESTIC
GOODS AND SERVICES
SOCIAL
INVESTMENT IN UKRAINE
SUPPORT DURING TIME OF WAR
SUPPORTING OUR WORKFORCE
AND COMMUNITIES
DEVELOPING OUR WORKFORCE
ENVIRONMENTAL
ENABLING TRANSITION
TO GREEN STEEL
NET ZERO PATHWAY
50YRS
Mineral reserves
12MT
Annual capacity from four
pelletising lines (pre-war)
3RD
Largest exporter of pellets
globally (pre-war)
+6MT
Production for the second
year in a row
+65%FE
Premium grade products
QUALITY ASSETS
World-class, long-life magnetite
orebody stretches 50km along strike
and holds 5.7 billion tonnes of
JORC-compliant Mineral Resources,
more than 50 years mine life. Three
contiguous open pit mines.
FLEXIBLE PRODUCTION
Large-scale long-established
processing and metallurgical
beneficiation operations. Flexibility to
produce a variety of premium-grade
iron ore products to supply evolving
customer needs.
GLOBAL DISTRIBUTION
Multi-modal logistics solutions using
owned transport equipment and
logistics infrastructure, including rail,
ports, river and ocean vessels. Closer
than global peers to EU and MENA
growth markets.
PREMIUM PRODUCTS
A variety of premium-grade products,
including concentrates, that reflect
segments of the broader iron ore
market projected to benefit from
outpaced demand and prices.
PREMIUM PRODUCTS
Global customer base with
a preference for high grade products
due to efficiencies in steelmaking
supporting the transition to
green steel.
The outcomes
we deliver
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
29FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
CRITICAL
WE ARE
OUR PRODUCTS ARE IMPORTANT TO OUR STEELMAKING
CUSTOMERS WHO ARE, IN TURN, CRITICAL IN DOWNSTREAM
SECTORS, SUCH AS THE AUTOMOTIVE AND AVIATION
INDUSTRIES IN EUROPE
OUR BUSINESS MODEL
CONTINUED
30 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Ferrexpo has always been
active in the community,
generating positive social
impacts. It is hard that
we have been forced
to reduce our activities.
Olga Mokra
Head of CSR Projects in Ukraine
BUSINESS MODEL IN ACTION:
CREATING SOCIO-ECONOMIC VALUE IN THE COMMUNITY
Q What is the purpose of the CSR work
we do in Ukraine?
A In my view, there is a misconception about
CSR activities. Many people believe it is
about reducing negative impacts, but in
my mind, it is about developing positives.
People not only want to work in a safe
environment, but they also want to live
in one too.
Q Where do you focus your efforts?
A Throughout 2025, our focus remained
firmly on providing humanitarian and
social support to our local communities.
This included assisting with the repair and
maintenance of infrastructure, funding
and sustaining projects that support
medical and educational facilities and
providing respite with support for cultural
and sporting activities. Our work in the
communities where we are present is
focused on sustaining livelihoods and
keeping aspirations alive.
Q How has the refusal by the Ukrainian
tax authorities to refund VAT affected
your CSR activities?
A Earlier in the year, we had to have frank
conversations with our finance colleagues
about the lack of funding to sustain all
of our CSR and humanitarian efforts.
Budgets were cut. Then cut again. We
have had to learn how to do more with
less, continuing to support essential needs
in and around Horishni Plavni. However,
the scale of our contribution is lower
than it was.
Q If peace is restored in Ukraine, how
would your approach to CSR change?
A We have already started seriously thinking
about this. Our initial thinking is that we
will need to establish a new fund focused
specifically on renovation and rebuilding
projects. We also believe that we should
involve ourselves in other regions of
Ukraine where we can help. We have
strong expertise in infrastructure, and
we see an opportunity to be a key
contributor to national rebuilding efforts.
31FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
STRATEGIC FRAMEWORK
Managing the business through a prolonged
war has taught us to be flexible and respond
adaptively to the constant challenges that
we face. These measures relate to our people
and communities, our operations and
logistics infrastructure.
Strategic direction
People Community
01 02
Challenges
faced
Adaptive
responses
– Workforce migration
– Armed Forces
conscription
– Veterans returning
– Mental health issues
– Humanitarian
spending
– Support for
mobilised
employees
– Veterans
programme
– Wellbeing
programme
– Workforce planning
Challenges
faced
Adaptive
responses
– Missile and drone
attacks
– Demographic
changes
– Reduced local
services
– Reduction in state
budgetary support
– Humanitarian
support
– Provision of
basic services
– Education and
healthcare support
– Cultural and
sports funding
32 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Operations Logistics
03 04
Challenges
faced
Adaptive
responses
– Energy grid attacks
– Supply chain
disruption
– Air raid alerts
– Reduced liquidity
– Business
right-sized
– Flexible production
– Cost and Capex cuts
– Working capital
controls
Challenges
faced
Adaptive
responses
– Black Sea
port access
– Fewer shipping
companies
– Freight rates
– Attacks on
logistics routes
– Customer
communication
– Logistics rerouting
– Stockpiling and
warehousing
– Supplying demand
pockets
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
33FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC FRAMEWORK
CONTINUED
High-quality
production
Low-cost
operations
Focus on improving and broadening
the variety of premium iron ore
products offered to customers,
including concentrates, pellet feedstock,
and pellets.
Continued capital investment to
preserve the integrity of our assets
and improve efficiencies to optimise
costs and maintain a competitive cost
of production.
By acting responsibly and engaging
through partnerships with our workforce,
communities, other stakeholders and
protecting the environment, we can
operate sustainably.
Working in partnership with our
customers to develop and produce
a range of premium products that
help them improve efficiency in
steelmaking and enable them to
transition to green steel.
Prudent capital framework that balances
operational and societal demands during
a time of war.
2025 ambition and targets
• To expand DR pellet production
and customer portfolio.
2025 ambition 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 ambition and targets
• Continue strong safety performance.
• Continue to respond to the needs of
our workforce and local communities
during a time of war.
2025 ambition and targets
• Continue to export through the
Black Sea, providing it is safe.
• Focus on expanding higher margin
products sales.
2025 ambition and targets
• Continue to rigorously monitor capital
allocation in a highly disciplined manner.
2025 progress and highlights
• No DR pellets were produced during
the year, although some were sold
from stockpiles.
• High grade focus with 100% of all iron
ore products grading 65% Fe or higher.
• Production diversification achieved
with a record concentrate production
at 2.9 million tonnes, equivalent to
48% of total production mix
(2024: 0.7 million tonnes and 10%).
• Continued capital investment in the
press filtration complex, resulting
in improvements in the physical
strength and chemical quality of
higher-grade pellets.
• Customisation of iron ore products
by chemical quality, hardness, and
coatings to specific customer demands.
2025 progress and highlights
• C1 pellet production costs decreased
by 1.5% to US$76.3 per tonne.
• C4 concentrate production costs
decreased by 9% to US$50.3
per tonne.
• Logistics costs reduced on a unit basis.
• Capex reduced by 52% to
US$49 million.
2025 progress and highlights
• Improved safety performance, falling
below the five-year trailing average.
• Zero fatalities for the fifth
consecutive year.
• Expanded provision of mental health
support for veterans, families and
employees, through a reduction in
broader community support due
to a reduction in available funding.
• Publication of tenth annual Responsible
Business Report, first to voluntary
GRI standards.
• Scope 1 and 2 emissions increased
due to reduced availability of clean
domestic generated electricity and
need to import carbon-intensive
electricity from abroad.
• 97% of water extraction from
dewatering and 98% of water in
the processing complex reused.
2025 progress and highlights
• Ukrainian Black Sea ports remained
accessible throughout 2025, and the
total volume of seaborne sales
expanded to 58% for the year.
• Diversification achieved with five new
customers supplied, increasing the
geographical portfolio to ten countries.
• Sales of higher-margin premium-grade
concentrates increased to 44% of the
total product sales mix.
• Meetings around the world with
existing and potential customers and
attendance at global iron ore and steel
industry events.
2025 progress and highlights
• Focus on expanding premium
concentrates assisted total
sales margins.
• Deep cost cutting measures including
placing workforce on furlough and
reduced hours, and reduction in and
subsequent suspension of
humanitarian and CSR spending.
• Significant reduction in capital
investment, including suspension of
non-essential capex to of US$49 million.
• Collaborating closely with customers
and banks to reduce payment and
cash cycles.
Assessment
Good progress has been made against
this strategic pillar, helping to de-risk the
business by diversifying into premium
products, including concentrates, and
reducing dependence on customers
exposed to weaker demand.
Assessment
Despite higher energy tariffs and
consumables prices, the Group achieved
a reduction in its production costs.
This was, however, at the expense of deep
cost cutting, including placing parts of the
workforce on furlough or reduced hours,
and short periods of reduction in
stripping rates and maintenance.
Assessment
The Group made good progress in
delivering against its 2025 ambitions with
regard to sustainability. However, more
could have been achieved with regard to
humanitarian and CSR spending; however,
it was necessary to cut spending and
preserve cash.
Assessment
In challenging markets, good progress
was achieved expanding the sales mix,
customer base, and geography, thereby
achieving broader diversification. The
Group was also able to capture pockets
of demand arbitrage from time to time
and support customers with urgent
feedstock needs.
Assessment
Heightened levels of diligence and
vigilance throughout the year helped
mitigate the reduction in liquidity due
to the refusal to refund VAT. Adding
the accrued VAT repayments to net cash
and receivables, total liquidity actually
increased during 2025.
2026 ambitions and targets
Continue to reduce risk through product
diversification and establish Ferrexpo in
a unique position as a supplier of a range
of premium products that command
premium prices, separate from traditional
producers of medium- and low-grade iron
ore products.
2026 ambitions and targets
The continued refusal by the Ukrainian
tax authorities to refund VAT is the most
pressing issue because it has resulted in
a reduction in available cash and liquidity.
The Group is making representations in
Ukrainian courts and engaged directly
with senior stakeholders in Ukraine and
abroad in its efforts to secure the
outstanding VAT refunds.
2026 ambitions and targets
Continue to focus on improving
overall safety performance and
protecting our employees from war-
related risks. At the same time, advance
our environmental initiatives that are
within our control and that can be funded
due to reduced liquidity.
2026 ambitions and targets
Continue to de-risk the business through
diversification of products, customer base
and geography. Support margins by
focusing on premium-grade products
that generate optimal net backs. Advance
plans to introduce a new ultra-premium
70% Fe grade concentrate pellet feed.
2026 ambitions and targets
The focus is to restore VAT refunds so that
liquidity and cash improve and operations
can increase capacity and lower costs.
+6MT
Production for second year
in a row
-1.5%
C1 cash cost reduction, despite
higher electricity tariffs
Find out more on
pages 12-17, 40-49
Find out more on
pages 50-61
On the surface, our five strategic principles
may appear at odds with the urgency of
war. Whilst we are focused on protecting
our people and preserving the integrity
of our assets during this time, it is our
longer-term strategic direction that helps
to guide our resilience now.
High-quality production
Low-cost operations
Focus on sustainability
World-class customer network
Disciplined capital allocation
For example, in 2025 we further diversified
our premium-grade product offering
and expanded our customer network,
thereby reducing risk. And, following the
suspension of VAT refunds, we tightened
our capital discipline and lowered costs
to preserve cash. Sustainability remains
on the agenda too. We improved our
safety performance and continued
to advance our lead in Ukraine in
sustainability reporting.
More could have been done. By our
estimates, if our VAT refunds were not
suspended, and we continued to produce
and export at the same rate as in the
first quarter of 2025, our best since the
full-scale invasion of Ukraine in February
2022, we could have sold an additional
tonnes of premium-grade Ukrainian iron
ore, and would have made the following
additional socio-economic contributions:
• US$23 million in direct taxes
• US$150 million on procurement,
which includes:
• US$65 million to electricity providers
• US$13 million to gas suppliers
• US$43 million to Ukrzaliznytsia
• US$29 million in port charges
• US$8 million in salaries
In total, this amounts to over
US$180 million in lost contributions
to the Ukrainian economy in 2025,
due to the denial of a total US$61 million
in VAT refunds.
Reviewing our five strategic pillars,
the following progress has been made:
34 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Focus on
sustainability
World-class
customer network
Disciplined
capital allocation
Focus on improving and broadening
the variety of premium iron ore
products offered to customers,
including concentrates, pellet feedstock,
and pellets.
Continued capital investment to
preserve the integrity of our assets
and improve efficiencies to optimise
costs and maintain a competitive cost
of production.
By acting responsibly and engaging
through partnerships with our workforce,
communities, other stakeholders and
protecting the environment, we can
operate sustainably.
Working in partnership with our
customers to develop and produce
a range of premium products that
help them improve efficiency in
steelmaking and enable them to
transition to green steel.
Prudent capital framework that balances
operational and societal demands during
a time of war.
2025 ambition and targets
• To expand DR pellet production
and customer portfolio.
2025 ambition 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 ambition and targets
• Continue strong safety performance.
• Continue to respond to the needs of
our workforce and local communities
during a time of war.
2025 ambition and targets
• Continue to export through the
Black Sea, providing it is safe.
• Focus on expanding higher margin
products sales.
2025 ambition and targets
• Continue to rigorously monitor capital
allocation in a highly disciplined manner.
2025 progress and highlights
• No DR pellets were produced during
the year, although some were sold
from stockpiles.
• High grade focus with 100% of all iron
ore products grading 65% Fe or higher.
• Production diversification achieved
with a record concentrate production
at 2.9 million tonnes, equivalent to
48% of total production mix
(2024: 0.7 million tonnes and 10%).
• Continued capital investment in the
press filtration complex, resulting
in improvements in the physical
strength and chemical quality of
higher-grade pellets.
• Customisation of iron ore products
by chemical quality, hardness, and
coatings to specific customer demands.
2025 progress and highlights
• C1 pellet production costs decreased
by 1.5% to US$76.3 per tonne.
• C4 concentrate production costs
decreased by 9% to US$50.3
per tonne.
• Logistics costs reduced on a unit basis.
• Capex reduced by 52% to
US$49 million.
2025 progress and highlights
• Improved safety performance, falling
below the five-year trailing average.
• Zero fatalities for the fifth
consecutive year.
• Expanded provision of mental health
support for veterans, families and
employees, through a reduction in
broader community support due
to a reduction in available funding.
• Publication of tenth annual Responsible
Business Report, first to voluntary
GRI standards.
• Scope 1 and 2 emissions increased
due to reduced availability of clean
domestic generated electricity and
need to import carbon-intensive
electricity from abroad.
• 97% of water extraction from
dewatering and 98% of water in
the processing complex reused.
2025 progress and highlights
• Ukrainian Black Sea ports remained
accessible throughout 2025, and the
total volume of seaborne sales
expanded to 58% for the year.
• Diversification achieved with five new
customers supplied, increasing the
geographical portfolio to ten countries.
• Sales of higher-margin premium-grade
concentrates increased to 44% of the
total product sales mix.
• Meetings around the world with
existing and potential customers and
attendance at global iron ore and steel
industry events.
2025 progress and highlights
• Focus on expanding premium
concentrates assisted total
sales margins.
• Deep cost cutting measures including
placing workforce on furlough and
reduced hours, and reduction in and
subsequent suspension of
humanitarian and CSR spending.
• Significant reduction in capital
investment, including suspension of
non-essential capex to of US$49 million.
• Collaborating closely with customers
and banks to reduce payment and
cash cycles.
Assessment
Good progress has been made against
this strategic pillar, helping to de-risk the
business by diversifying into premium
products, including concentrates, and
reducing dependence on customers
exposed to weaker demand.
Assessment
Despite higher energy tariffs and
consumables prices, the Group achieved
a reduction in its production costs.
This was, however, at the expense of deep
cost cutting, including placing parts of the
workforce on furlough or reduced hours,
and short periods of reduction in
stripping rates and maintenance.
Assessment
The Group made good progress in
delivering against its 2025 ambitions with
regard to sustainability. However, more
could have been achieved with regard to
humanitarian and CSR spending; however,
it was necessary to cut spending and
preserve cash.
Assessment
In challenging markets, good progress
was achieved expanding the sales mix,
customer base, and geography, thereby
achieving broader diversification. The
Group was also able to capture pockets
of demand arbitrage from time to time
and support customers with urgent
feedstock needs.
Assessment
Heightened levels of diligence and
vigilance throughout the year helped
mitigate the reduction in liquidity due
to the refusal to refund VAT. Adding
the accrued VAT repayments to net cash
and receivables, total liquidity actually
increased during 2025.
2026 ambitions and targets
Continue to reduce risk through product
diversification and establish Ferrexpo in
a unique position as a supplier of a range
of premium products that command
premium prices, separate from traditional
producers of medium- and low-grade iron
ore products.
2026 ambitions and targets
The continued refusal by the Ukrainian
tax authorities to refund VAT is the most
pressing issue because it has resulted in
a reduction in available cash and liquidity.
The Group is making representations in
Ukrainian courts and engaged directly
with senior stakeholders in Ukraine and
abroad in its efforts to secure the
outstanding VAT refunds.
2026 ambitions and targets
Continue to focus on improving
overall safety performance and
protecting our employees from war-
related risks. At the same time, advance
our environmental initiatives that are
within our control and that can be funded
due to reduced liquidity.
2026 ambitions and targets
Continue to de-risk the business through
diversification of products, customer base
and geography. Support margins by
focusing on premium-grade products
that generate optimal net backs. Advance
plans to introduce a new ultra-premium
70% Fe grade concentrate pellet feed.
2026 ambitions and targets
The focus is to restore VAT refunds so that
liquidity and cash improve and operations
can increase capacity and lower costs.
>5 YEAR
Safety performance below
trailing average
15
Customers in 10 countries
US$49M
Capital investment
Find out more on
pages 62-73
Find out more on
pages 12-17
Find out more on
pages 50-61
35FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
KPIS: MEASURING OUR PERFORMANCE
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 and Profit/(Loss) after tax figures,
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 pages 266
and 267 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
2
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 did not. In the
spirit of transparency, we will continue
to report these numbers against the four
preceding years so that our progress can
be tracked.
Financial KPIs
Underlying EBITDA
(US$m)
Profit/(Loss) after tax
(US$m)
Net cash flow from operating activities
(US$m)
C1 cash cost of production
(US$/t)
1,439
765
130
69
28
2021
202
4
202
3
202
2
2025
871
220
(85)
(50)
(224)
2021
202
4
2023
2022
2025
1,093
301
101
92
3
2021
202
4
2023
2022
2025
55.8
83.3
76.5
77.5
76.3
2021
202
4
2023
2022
2025
Link to strategy pillars: Link to strategy pillars: Link to strategy pillars: Link to strategy pillars:
US$28M US$(224)M US$3M US$76.3/T
2025 performance
Underlying EBITDA in 2025 fell 61%
to US$28 million. This is due mainly to
lower sales volumes and an increase in iron
ore concentrates as part of the overall
product mix, although it also reflects
deteriorating realised prices and pellet
premiums throughout the year.
2025 performance
The Group reported a loss of US$224 million
for the year. This is largely due to a non-cash
impairment loss of US$154 million on the
Group’s non-current operating assets.
This compares to a loss of US$50 million
in 2024, which included an impairment loss
of US$72 million. The increased loss in 2025
is due to lower sales volumes of a product
mix that comprised a higher blend of lower
margin concentrate sales.
The effective tax rate in 2025 financial year
was positive at +5.3% and therefore not
comparable to previous periods. The reason
for the positive effective tax rate is that the
Group is in a loss position even before the
recorded impairment losses and that no
deferred tax assets on the resulting tax loss
carry forwards were recognised.
2025 performance
The net cash flow from operating
activities was US$3 million, compared
to US$92 million in 2024, mainly due
to the withholding VAT-related impacts.
The effect of the lower operating cash flow
was accentuated by the working capital
outflow as at 31 December 2025.
Despite the challenging environment,
the Group is essentially debt free, with
a net cash position of US$47 million
as at 31 December 2025, in line with
US$50 million at the end of June 2025
(31 December 2024: US$101 million).
2025 performance
Even though pellet production decreased in
2025, the C1 cash cost per tonne for pellets
decreased to US$76.3 per tonne, compared
to US$77.5 per tonne in 2024. This decrease
is mainly due to lower fuel costs because of
reduced mining activities and a reduction
in maintenance and repair programmes.
At the same time, the C4 cash cost per
tonne of concentrate benefited from
the significant increase in the production
volume in 2025, resulting in a decline in
unit costs to US$50.3 per tonne from
US$55.3 per tonne in 2024. The cost
difference per tonne for the two products
and the significant shift in the ratio were
the main reasons for the reduction in the
cost of sales in 2025.
2026 outlook
The future performance of the Group is
largely dependent on the ongoing war in
Ukraine and the levels of achievable sales
due to energy and logistics restrictions
and the level of working capital availability.
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.
2026 outlook
Like other factors, the Group’s outlook
for the year ahead is heavily dependent
on the war. In 2026, 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.
2026 outlook
The Group’s financial performance,
including net cash flow from operating
activities, is dependent on the ongoing
war, with a 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.
2026 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.
More information on Underlying
EBITDA can be found on page 58
Our strategic pillars
High-quality production
Low-cost operations
Focus on sustainability
World-class customer network
Disciplined capital allocation
36 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Underlying EBITDA
(US$m)
Profit/(Loss) after tax
(US$m)
Net cash flow from operating activities
(US$m)
C1 cash cost of production
(US$/t)
1,439
765
130
69
28
2021
202
4
2023
2022
2025
871
220
(85)
(50)
(224)
2021
202
4
202
3
202
2
2025
1,093
301
101
92
3
2021
202
4
202
3
202
2
2025
55.8
83.3
76.5
77.5
76.3
2021
202
4
202
3
202
2
2025
Link to strategy pillars: Link to strategy pillars: Link to strategy pillars: Link to strategy pillars:
US$28M US$(224)M US$3M US$76.3/T
2025 performance
Underlying EBITDA in 2025 fell 61%
to US$28 million. This is due mainly to
lower sales volumes and an increase in iron
ore concentrates as part of the overall
product mix, although it also reflects
deteriorating realised prices and pellet
premiums throughout the year.
2025 performance
The Group reported a loss of US$224 million
for the year. This is largely due to a non-cash
impairment loss of US$154 million on the
Group’s non-current operating assets.
This compares to a loss of US$50 million
in 2024, which included an impairment loss
of US$72 million. The increased loss in 2025
is due to lower sales volumes of a product
mix that comprised a higher blend of lower
margin concentrate sales.
The effective tax rate in 2025 financial year
was positive at +5.3% and therefore not
comparable to previous periods. The reason
for the positive effective tax rate is that the
Group is in a loss position even before the
recorded impairment losses and that no
deferred tax assets on the resulting tax loss
carry forwards were recognised.
2025 performance
The net cash flow from operating
activities was US$3 million, compared
to US$92 million in 2024, mainly due
to the withholding VAT-related impacts.
The effect of the lower operating cash flow
was accentuated by the working capital
outflow as at 31 December 2025.
Despite the challenging environment,
the Group is essentially debt free, with
a net cash position of US$47 million
as at 31 December 2025, in line with
US$50 million at the end of June 2025
(31 December 2024: US$101 million).
2025 performance
Even though pellet production decreased in
2025, the C1 cash cost per tonne for pellets
decreased to US$76.3 per tonne, compared
to US$77.5 per tonne in 2024. This decrease
is mainly due to lower fuel costs because of
reduced mining activities and a reduction
in maintenance and repair programmes.
At the same time, the C4 cash cost per
tonne of concentrate benefited from
the significant increase in the production
volume in 2025, resulting in a decline in
unit costs to US$50.3 per tonne from
US$55.3 per tonne in 2024. The cost
difference per tonne for the two products
and the significant shift in the ratio were
the main reasons for the reduction in the
cost of sales in 2025.
2026 outlook
The future performance of the Group is
largely dependent on the ongoing war in
Ukraine and the levels of achievable sales
due to energy and logistics restrictions
and the level of working capital availability.
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.
2026 outlook
Like other factors, the Group’s outlook
for the year ahead is heavily dependent
on the war. In 2026, 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.
2026 outlook
The Group’s financial performance,
including net cash flow from operating
activities, is dependent on the ongoing
war, with a 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.
2026 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.
More information on profits and
losses can be found on page 59
More information on net cash flow
from operating activities can be
found on page 59
More information on C1 cash costs
of production can be found on
page 55
37FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Non-financial KPIs
Lost-time injury frequency rate
(“LTIFR”)
Diversity in management roles
(%)
Greenhouse gas emissions
(kg/t)
Sales volumes
(%)
0.41
0.51
0.32
0.54
0.38
202
1
202
4
202
3
202
2
202
5
20.1
20.9
22.3
22.9
25.8
202
1
202
4
202
3
202
2
202
5
92
91
89
94
80
202
1
202
4
202
3
202
2
202
5
11.0
6.2
4.2
6.8
6.6
2021
202
4
2023
2022
2025
Link to strategy pillars: Link to strategy pillars: Link to strategy pillars: Link to strategy pillars:
0.38LTIFR 25.8% female 80KG/T 4% decrease
2025 performance
Safety is the Group’s highest priority.
An organisation’s lost-time injury frequency
rate (“LTIFR”) is calculated as the number
of lost-time injuries incurred by an
organisation’s workforce (being employees
and contractors) per million hours worked.
The Group’s LTIFR has remained at a low
industry comparative level. In 2025, the
LTIFR averaged at 0.38, below the Group’s
historical five-year trailing average of 0.52
and lower than the 0.54 reported in 2024.
This is due to a decrease in the number of
reported injuries during the year. The
Group’s operations have remained fatality-
free for more than five successive years.
2025 performance
Female representation in managerial
positions increased to 25.8% in 2025,
compared to 22.9% in 2024, following
a multi-year trend from 18% in 2019.
This means that the Group has surpassed
its target of 25% by 2030.
Ferrexpo has initiatives to promote diversity
in multiple forms – including based on
gender, disability, sexual orientation,
and cultural diversity. Gender diversity is
measured in a variety of 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 reflects our commitment to promoting
innovation through greater diversity of
perspective, experience and thought.
2025 performance
Scope 1 and 2 emissions intensity on a per
tonne unit basis decreased by 15% to 80kg/t
2025, compared to 94kg/t in 2024. The
decrease reflects an increased proportion
of pellet feed concentrates being produced
and sold in 2025 relative to pellets, with the
production of pellet feed concentrates
requiring fewer processing stages at site.
This imported power is generated from
carbon-intensive sources, in contrast to
domestic electricity generated from cleaner
hydro and nuclear sources. Compared to the
Group’s 2019 baseline, this represents a 39%
reduction. Absolute Scope 1 and 2 emissions
decreased by 23% year-on-year, reflecting
lower annual production.
During the year, the Group produced
82 thousand tonnes of DR pellets, a sharp
contrast to the previous year. Consequently,
Scope 3 emissions on a unit basis increased
from 1.3tCO
2
/t of overall production in 2024
to 1.6tCO
2
/t in 2025. Absolute Scope 3
emissions increased 8% year-on-year,
reflecting the concentrate-centred overall
production and increased seaborne logistics.
2025 performance
Group sales decreased by 4% to 6.6 million
tonnes compared to 6.8 million tonnes
in 2024, due to a forced downscale in
production following the suspension of VAT
refunds and the limited availability of power
in the fourth quarter following attacks on
Ukrainian energy infrastructure.
During the year, the Group diversified its
product and sales mix in response to weak
demand for pellets in Europe. The ratio of
concentrates to pellets sold increased to
44% in 2025 compared to 12% in 2024.
Continued access to Ukrainian Black Sea
ports permitted an increase in total 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.
Further sales diversification is observed
with the number of customers during the
year increasing by five, one of which is in
a new country.
2026 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.
2026 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 sixth year of selecting and training high
potential future female leaders of our
business. This programme has trained more
than 200 participants since its inception.
2026 outlook
The Group aims to continue its
decarbonisation pathway, although the
prolonged war is impeding progress and
certain targets require revision. This was
addressed in the Group’s second Climate
Change Report published in December
2024. The current targets include a 50%
reduction in Scope 1 and 2 emissions
by 2030 and net zero by 2050.
2026 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
aims to continue sales to Asian customers.
KPIS
CONTINUED
More information on safety can be
found in the People and Production
Review sections.
More information on diversity can be
found in the People and Responsible
Business Review sections.
More information on emissions can
be found in the Responsible Business
Review section.
38 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Lost-time injury frequency rate
(“LTIFR”)
Diversity in management roles
(%)
Greenhouse gas emissions
(kg/t)
Sales volumes
(%)
0.41
0.51
0.32
0.54
0.38
2021
202
4
2023
2022
2025
20.1
20.9
22.3
22.9
25.8
2021
202
4
2023
2022
2025
92
91
89
94
80
2021
202
4
2023
2022
2025
11.0
6.2
4.2
6.8
6.6
202
1
202
4
202
3
202
2
202
5
Link to strategy pillars: Link to strategy pillars: Link to strategy pillars: Link to strategy pillars:
0.38LTIFR 25.8% female 80KG/T 4% decrease
2025 performance
Safety is the Group’s highest priority.
An organisation’s lost-time injury frequency
rate (“LTIFR”) is calculated as the number
of lost-time injuries incurred by an
organisation’s workforce (being employees
and contractors) per million hours worked.
The Group’s LTIFR has remained at a low
industry comparative level. In 2025, the
LTIFR averaged at 0.38, below the Group’s
historical five-year trailing average of 0.52
and lower than the 0.54 reported in 2024.
This is due to a decrease in the number of
reported injuries during the year. The
Group’s operations have remained fatality-
free for more than five successive years.
2025 performance
Female representation in managerial
positions increased to 25.8% in 2025,
compared to 22.9% in 2024, following
a multi-year trend from 18% in 2019.
This means that the Group has surpassed
its target of 25% by 2030.
Ferrexpo has initiatives to promote diversity
in multiple forms – including based on
gender, disability, sexual orientation,
and cultural diversity. Gender diversity is
measured in a variety of 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 reflects our commitment to promoting
innovation through greater diversity of
perspective, experience and thought.
2025 performance
Scope 1 and 2 emissions intensity on a per
tonne unit basis decreased by 15% to 80kg/t
2025, compared to 94kg/t in 2024. The
decrease reflects an increased proportion
of pellet feed concentrates being produced
and sold in 2025 relative to pellets, with the
production of pellet feed concentrates
requiring fewer processing stages at site.
This imported power is generated from
carbon-intensive sources, in contrast to
domestic electricity generated from cleaner
hydro and nuclear sources. Compared to the
Group’s 2019 baseline, this represents a 39%
reduction. Absolute Scope 1 and 2 emissions
decreased by 23% year-on-year, reflecting
lower annual production.
During the year, the Group produced
82 thousand tonnes of DR pellets, a sharp
contrast to the previous year. Consequently,
Scope 3 emissions on a unit basis increased
from 1.3tCO
2
/t of overall production in 2024
to 1.6tCO
2
/t in 2025. Absolute Scope 3
emissions increased 8% year-on-year,
reflecting the concentrate-centred overall
production and increased seaborne logistics.
2025 performance
Group sales decreased by 4% to 6.6 million
tonnes compared to 6.8 million tonnes
in 2024, due to a forced downscale in
production following the suspension of VAT
refunds and the limited availability of power
in the fourth quarter following attacks on
Ukrainian energy infrastructure.
During the year, the Group diversified its
product and sales mix in response to weak
demand for pellets in Europe. The ratio of
concentrates to pellets sold increased to
44% in 2025 compared to 12% in 2024.
Continued access to Ukrainian Black Sea
ports permitted an increase in total 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.
Further sales diversification is observed
with the number of customers during the
year increasing by five, one of which is in
a new country.
2026 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.
2026 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 sixth year of selecting and training high
potential future female leaders of our
business. This programme has trained more
than 200 participants since its inception.
2026 outlook
The Group aims to continue its
decarbonisation pathway, although the
prolonged war is impeding progress and
certain targets require revision. This was
addressed in the Group’s second Climate
Change Report published in December
2024. The current targets include a 50%
reduction in Scope 1 and 2 emissions
by 2030 and net zero by 2050.
2026 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
aims to continue sales to Asian customers.
More information on sales can be
found in the Market and Financial
Review sections.
39FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Q&A
OPERATIONAL REVIEW
The Group maintained production above
sixmillion tonnes for the second year
inarow,including an all-time record
of2.9million tonnes of premium grade
ironoreconcentrate.
Viktor Lotous
FPM General Director & Chair
of FPM Management Board
40 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Q&A
In 2025, operations adapted to
new challenges posed by the war,
a forced down-scale due to the
suspension of VAT refunds and
shifting dynamics in iron
oremarkets.
Q
DURING 2025, THERE
WEREPERIODS WHEN
THESUPPLY OF POWER
WAS LIMITED OR CUT
ALTOGETHER. HOW
DOYOU MANAGE
OPERATIONSIN SUCH
DYNAMIC SITUATIONS?
During periods of partial power restrictions
or full outages, our priority is always the
safety of our people, the protection of
critical equipment and the preservation
ofoperational continuity wherever possible.
To manage these risks, we have established
a range of organisational and technical
safeguards across the Group. These are
designed to reduce the risk of injury, fire,
explosion or damage to process equipment,
while also limiting disruption to production.
Each operating area of the plant maintains
access to independent back-up power
sources, including standby generators
ofdifferent capacities, to support critical
systems and essential equipment in the
event of supply interruptions.
In parallel, we actively manage our electricity
consumption through daily analysis of hourly
demand across the business, alongside
themonitoring of prevailing power supply
prices. This enables us to optimise
consumption patterns and work closely
withthe distribution system operator to
secure the most appropriate power volumes
at the most optimal cost at different times
of the day.
Where supply constraints arise, we also seek
to mitigate the operational and financial
impact through the active management of
contracted electricity volumes, including the
purchase of additional supply or the sale of
surplus volumes, as appropriate.
Q
IN RESPONSE TO THE
SUSPENSION OF VAT
REFUNDS, YOU WERE
FORCED TO CUT COSTS.
WHERE DID YOU FOCUS?
AND WHEN YOU DO START
TO REBUILD CAPACITY IN
THE FUTURE, WILL YOU
HAVE TO SPEND MORE
TOCATCH-UP?
In response to the suspension of VAT
refunds, we implemented a targeted
costmanagement programme across
thebusiness to protect liquidity, preserve
financial stability and maintain competitive
production costs.
Our focus was on those areas where
expenditure could be reduced without
compromising the safety or integrity of
theoperation. In particular, we reduced
stripping activity in our mining operations
and deferred non-critical repair and
maintenance work, all of which was
consistent with the temporary scaling
backof production.
While these actions were appropriate in
thecircumstances and delivered necessary
short-term savings, they are likely to have
some deferred cost impact as operations
recover. As we move back towards higher
production levels and a longer-term
planning horizon, we will need to increase
investment in stripping and maintenance
catch-up activity to support a more
sustainable operating profile.
Q
IN 2025, YOU EXPANDED
YOUR PRODUCTION
ANDSALES MIX TO
INCLUDE MORE PREMIUM
CONCENTRATES. HOW DID
YOU ACHIEVE THIS IN SUCH
A SHORT PERIOD OF TIME?
Our ability to increase the share of premium
concentrates in the production and sales
mix was the result of early investment,
strong execution and close coordination
across thebusiness.
A return to full capacity
iscomplex. A complexity
that we relish, are planning
for, and hope will become
a reality.
41FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OPERATIONAL REVIEW
CONTINUED
In 2025, our strategic
focus shifted from being
apure iron ore producer
toalso being a significant
producer of premium iron
ore concentrates.
6.1MT
Production
(2024: 6.8MT)
14.5MT
Ore processed (2024: 16.3MT)
16.8MT
Ore mined (2024: 20.0MT)
42 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
In August 2024, we commenced investment
in additional concentrate production
capacity, including the development of
anewconcentrate shipment complex aimed
at improving operational efficiency and
flexibility. At the same time, our teams
developed and implemented innovative
technical solutions to support concentrate
storage and loading into rail wagons.
Thiswork was delivered at pace and
withinbudget.
As a result, we improved our ability to
respond to changing market conditions,
build inventory and better balance loading
and shipment schedules. That increased
flexibility was instrumental in maintaining
production stability and supporting
agreater proportion of premium
concentrate sales in a complex and
volatileoperating environment.
Q
CASH COSTS DECREASED
OVER THE YEAR, IN PART
DUE TO COST-CUTTING,
BUT ALSO DUE TO
REDUCED ACTIVITIES.
CANYOU EXPLAIN THE
MAIN CHANGES IN THE
BREAKDOWN? ALSO, YOU
INTRODUCED A C4 COST
THIS YEAR. WHAT IS
THISABOUT?
In 2025, our production profile evolved
materially. Historically, the business
waspredominantly focused on iron
orepellets, but during the year we also
became a significant producer of iron ore
concentrate. Concentrate accounted for
48% of total production in 2025, compared
with 10% in2024 and 2% in 2021, the last
full year before the full-scale invasion
ofUkraine.
This shift reflected a deliberate response
tochanging market demand, supported by
close collaboration across operations, sales,
marketing and finance. It also enabled us to
optimise production volumes and improve
the absorption of fixed overheads across
amore flexible product mix.
Historically, our principal commercial
product was pellets and, accordingly, our
cost reporting was primarily structured
around pellet production. In practice, this
meant that our C1 cost of production
reflected the full cost of producing pellets,
including the cost of producing concentrate
as an intermediate product before further
processing into pellets.
As concentrate sales became a more
significant part of the business, we
considered it important to provide a more
transparent allocation of costs between
thetwo product streams. For that reason
and reflecting the additional expenditure
required to support increased concentrate
production, we introduced a C4 cost metric
in our interim results. C4 is an industry-
standard measure for the cost of producing
commercial concentrate and allows us to
attribute costs to that product more
accurately on a cost accounting basis.
This twin-track approach provides greater
transparency and a more accurate basis
forassessing operational performance and
supporting strategic decision-making in
relation to product mix and sales.
Q
WHEN THE WAR IN
UKRAINE ENDS, HOW
LONG WILL ITTAKE TO
RAMP UP PRODUCTION
CAPACITY TOPRE-WAR
LEVELS AND WHAT ARETHE
CRITICAL FOCUS AREAS?
Since the full-scale invasion of Ukraine,
wehave continued to model and update
arange of scenarios for returning to pre-war
production levels. These planning efforts
intensified further during the latter part
of2025.
Our assessment focuses on several critical
factors: the availability of skilled employees,
the condition and readiness of our mining
fleet and processing equipment, the
restoration of stripping activity levels and
ore availability to ensure sufficient feed to
the plant, and the timeline for returning
allfour pelletising lines to full capacity.
Given the duration and ongoing impact
ofthe war, our current estimate is that
areturn to pre-war production levels could
take up to 36 months, although this could be
shorter under more supportive operating
and market conditions.
The principal prerequisites for such
arecovery are the availability of
appropriately skilled personnel, reliable
access to power and sufficient working
capital to support a phased ramp-up.
Aboveall, any return to higher production
levels must continue to be underpinned
byastrong focus on employee safety.
A return to full capacity will be complex,
butit is a scenario we have been planning for
carefully and one we stand ready to pursue
when conditions permit.
Viktor Lotous
General Director & Chair of FPM
Management Board
43FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OPERATIONAL REVIEW CONTINUED
Located along the Kremenchuk Magnetic
Anomaly our mineral reserves are sufficient
to operate for more than 50 years at 30Mtpa.
Since our IPO, we have invested more
than US$3.5 billion in expanding and
developing two contiguous operating
mines and a mine development
project to feed ore to our established
processingfacilities.
44 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OPERATIONS
As access to Ukrainian Black Sea ports
remained open for most of 2025, the Group
was able to continue operating at a larger
scale because of the ability to transport its
products by seaborne vessels.
During the year, the Group completed its
investments in adding concentrator lines
inthe beneficiation plant, which allowed for
the expanded production of concentrates,
shipped on capesize vessels to customers
inAsia. This pivot to a blend of premium
concentrates and pellets helped to keep
ourmining and processing operations
running at higher rates. The benefit of
operating at scale is threefold. First, from
asocial perspective, more people are
employed and more money flows into the
local community. Second, large fixed costs
are spread over more units of production.
And third, the integrity of our plant and
equipment ismaintained.
The impacts of the withholding of VAT and
relentless attacks on Ukraine’s energy grid
affected our ability to produce. Towards the
end of 2025, we had to make the decision to
temporarily suspend production to preserve
cash. Into 2026, production has resumed,
but is still limited to approximately one
quarter of our pre-war capacity.
Health and safety
In 2025, the Group recorded its fifth
successive workplace fatality-free year.
During 2025, our safety performance
improved, with the LTIFR falling to 0.38 from
0.54 in the previous year and back below
thehistoric five-year rolling average of 0.52.
For more information on the Group safety
performance see the People section and
Health and Safety subsection in the
Responsible Business section.
Reserves and Resources and mines
Ferrexpo controls licences covering
aseriesof contiguous deposits located
alongtheKremenchuk Magnetic Anomaly,
amagnetite deposit that extends for more
than 50 kilometres. The Group has three
contiguous mines along the strike including:
Ferrexpo Poltava Mining, (“FPM”) is the
largest open pit mining operation in Europe
that has been operating for more than
50years.
0 FATALITIES
for the fifth consecutive year
0.38LTIFR
(0.54: 2024)
This included preventive inspections,
diagnostics and timely replacement of parts
and assemblies, as well as the performance
ofmaintenance in accordance with approved
schedules andregulations. This ensured
ahigh rate ofequipment availability, whilst
minimising emergency situations and
avoiding longdowntimes.
In total, for the year, 16.8Mt of ore was
mined at a stripping ratio of 1.4, compared
to 20.3Mt at a stripping ratio of 2.2 in 2024.
The presence of the necessary stocks of
spare parts and consumables through timely
interaction with suppliers are one of the
factors that enabled stable operations.
In2025, no disruptions in the supply of
critical items were recorded, which allowed
the Company to maintain equipment in
proper technical condition and avoid
unplanned downtime.
Processing and beneficiation activities
During 2025, the availability of power and
the associated tariffs worsened. This was
particularly the case in the fourth quarter
due to relentless Russian attacks on
energypower generation and transmission
infrastructure, which resulted in a shortfall
inour budgeted production targets.
In January 2025, a second phase of our
expanded commercial concentrate
production capabilities was realised on
pelletiser line one was launched. This was
expanded in September to include pelletiser
line three. These projects allowed us to
produce more concentrate in the third
quarter and becomemore flexible in the
production ofcommercial concentrate.
Also,in 2025, anumber of measures were
developed and implemented that allowed
usto reduce thecost of our products.
Inaddition, during 2025, anumber of
repairswere conducted at theProcessing
Complex, which allows us tolook to 2026
with optimism.
Ukrainian logistics
Ukraine has a dense rail network, which
provides access from the Group’s operations
in Horishni Plavni south to Ukrainian Black
Sea ports for onward shipping by sea and
further south by rail to the River Danube for
onward shipping by river barges. Cargoes
are also railed west to the western border,
for onwards railing to Eastern and Central
Europe. All of the rail routes used by
Ferrexpo are electrified.
Ferrexpo Yeristovo Mining (“FYM”) is an
open pit mining operation that has been
operating for 17 years and was the first
newmining operation since Ukraine
becameindependent.
Ferrexpo Belanovo Mining (“FBM”) is
adevelopment project located just to the
north of Yeristovo. Mining development
commenced in 2018, however, this has
beenpaused due to the war in Ukraine.
The three operations are located
approximately 19kilometres along the
strike,with the remaining deposit, called the
Northern Extensions, providing exploration
potential for decades to come.
Across the Group’s three operations,
JORC-compliant Ore Reserves at
1 January2025 are estimated to be
1,579 million tonnes of iron ore, with an
iron(“Fe”) content of 32% Fe (1 January
2024: 1,595 million tonnes grading 32% Fe).
The JORC-compliant Mineral Resource
estimate across our three mines is
5,717 million tonnes of iron ore, with
anironcontent of 32% Fe (1 January
2024: 5,701 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 2026 is detailed
inthis report, including an expanded section
detailing how we updated our Reserves and
Resource models during the year.
Mining activities
In 2025, the production activities of the
Company were carried out with limited
interruptions throughout most of the
year,though due to attacks on energy
infrastructure in November and December
production went through a stop and
restartcycle. Despite this external factor
that is outside of our control, all mining
subdivisions worked seamlessly to deliver
constantly evolving targets and mining plans
– demonstrating our ability to manage and
respond with agility.
Systematic maintenance and repair of
equipment played an important role in
sustaining a high level of reliability and
availability of the mining fleet. During the
year, a planned and preventive approach
continued to be applied.
45FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
During 2025, the Group managed to ensure
transportation, in part by its own fleet of
more than 3,000 rail wagons, more than
200 barges, and an interest in port facilities
on the Black Sea. Almost 90% of the
transport requirements were covered using
Ferrexpo’s own rail wagons with the balance
leased from third-party suppliers.
Transportation and logistics became more
challenging in the second half of 2025
duetomissile and drone strikes on critical
infrastructure nodes, including bridges
onroutes to Black Sea ports, resulting in
longer rerouting and journey times. Also,
inDecember, following large-scale attacks
on Ukraine’s energy generation and
transmission infrastructure, the resulting
reduction in electricity availability forced
theneed to switch from electric to diesel
locomotives which are slower. Longer
journey times reduce the availability and
utilisation of rail wagons, resulting in a
temporary need to lease additional wagons.
The Group’s own maintenance facilities
playedan important role in ensuring
uninterrupted transportation. Existing
on-site facilities covered nearly all the needs
for maintenance, repair, and reconstruction
of railway wagons, thereby reducing the
dependence on external contractors and
ensuring the satisfactory availability of
rollingstock.
OPERATIONAL REVIEW
CONTINUED
OPERATIONAL PERFORMANCE
(000’t unless otherwise stated) 2025 2024 YoY Change
Production
Iron ore mined 16,849 20,278 -17%
Strip ratio 1.4 2.2 -37%
Iron ore processed 14,500 16,331 -11%
Concentrate production 6,068 6,723 -10%
Pellet production 3,221 6,071 -47%
– Direct reduction pellets (67% Fe) 82 490 -83%
– Premium pellets (65% Fe) 3,140 5,581 -44%
Commercial concentrate production 2,920 709 +312%
Total commercial production 6,142 6,780 -9%
Iron ore sales
– Pellets 3,701 6,010 -38%
– Concentrate 2,851 819 +248%
– Total products sold 6,553 6,830 -4%
The numbers reported are scaled to thousands of tonnes, however the percentages are calculated on the full numbers.
With effect from 31 July 2026, Ukrzaliznytsia
increased its rail way freight tariffs by
approximately 36%, in local currency, which
is likely to have an impact on Ferrexpo’s
future profitability and cash flow generation.
However, Ferrexpo is carefully analysing the
potential impact of this decision and
considering ways to minimise costs.
Belanovo update
Due to the imposition of martial law in
Ukraine, mining and development activities
at FBM have been temporarily suspended.
The Special Permit for the Use of Subsoil
ofthe Belanovo Deposit No. 3572 (“Special
Permit No. 3572”) was valid until
20 December 2024. However, in accordance
with the Article 15 of the Subsoil Code of
Ukraine, validity period of the specified permit
was automatically extended for theperiod
of martial law, in addition to asix-month
extension after the lifting ofmartial law.
FBM continues to cooperate with state
authorities and Ukrainian business
associations with the aim to extend the
validity period of Special Permit No. 3572
after the eventual lifting of martial law. This
includes efforts to initiate amendments to
the Subsoil Code of Ukraine. At the present
time, the Ukrainian Parliament is considering
draft legislation titled: “On Amendments
tothe Subsoil Code of Ukraine to Improve
Legal Regulation of Subsoil Use and Provide
Guarantees to Investors” (Registration
No.14249 dated 26.11.2025). This draft
legislation proposes amendments to Part 5
of Article 15 of the Subsoil Code of Ukraine,
about the extension of the validity of special
permits for 24 months after the lifting of
martial law. FBM participated in the initiative
to develop this draft legislation together
with the National Association of Extractive
Industries of Ukraine.
In 2025, following a reduction in the
Belanovo Deposit licence area from 989
to716 hectares, the State Commission
onResources of Ukraine approved are-
estimation of resources within the reduced
licence area, resulting in a smaller pit.
Asaresult, the total mineral resource of
thisdeposit is expected to reduce to
approximately 614 million tonnes. This
figureis not JORC compliant and does
notrepresent a new JORC re-estimation.
Accordingly, the JORC Mineral Resource for
the Belanovo Deposit on page 49 remains
unchanged at 1,702 million tonnes and will
be reviewed at a later date.
C1 cash cost of production
C1 costs reflect the Group’s operating
costsfor the production of iron ore pellets,
withabreakdown of the different cost
components shown in the graph on page 48.
In 2025, the proportion of the C1 costs
pertonne for electricity increased to 34%
(2024: 32%). The average electricity price
inUkraine in 2025 increased by 11% in
USdollar terms, peaking at US$173 per
megawatt hour (“MWh”) in February 2025
compared to an average of US$136 per MWh
46 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Due to the martial law in Ukraine,
the mining operations at
Belanovo arepaused.
The expiry date of the 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 ofmartial law. The current
period of martial law is due to end on
31 October 2026, when it is expected
to be extended for a further 90 days.
When martial law is eventually lifted,
it is anticipated that FBM will have a
period ofsix months within which to file
an application to extend its licence.
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
StateCommission 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 million
tonnes to614 million tonnes.
In February 2025, the Ukrainian Geological
Survey provided the original of the
updated Special permit No. 3572 for
Belanovo Deposit.
FBM continues to work with the
StateAuthorities and Ukrainian business
associations regarding the extension of
theBelanovo 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 includes
FBMemployees, was established for the
mining industry of Ukraine. The team was
involved in extinguishing fires as a result
ofthe shellingof the critical infrastructure
facilities in Kremenchuk District.
FBM licence extension and mineral
reserve re-estimation
in 2024. The proportion of natural gas
increased to 10% (2024: 7%) due to price
increases – the average price of natural gas
increased by 44% in local currency terms
and 38% in US dollar terms, respectively.
The proportion of fuel decreased from 9%
in2024 to 6%, mainly due to the reduction
of the Group’s mining activities in 2025.
Asaresult, total fuel costs and therefore
fuelproportion decreased, driven in part
bylower fuel prices in 2025.
The increase in the proportion for materials
from 12% in 2024 to 13% in 2025 is due to
higher local inflation, partially offset by the
effects of the devaluation of the Ukrainian
hryvnia. The increase in the proportion of
personnel costs from 8% in 2024 to 10%
in2025 is largely due to a more negative
absorption of fixed costs per tonne of
pellets produced.
Due to the ongoing war in Ukraine, which
ledto a decrease in production activities
compared to the pre-war period, the
Groupreduced its maintenance and repair
programmes for mining and processing
equipment in 2025 to save costs.
C4 cash cost of production
The Group’s C4 costs per tonne represent
the cash cost of the production of
agglomerated magnetite iron ore
concentrate, divided by the production
volume. The C4 costs exclude non-cash costs
such as depreciation, pension costs, and
inventory movements. The C4 cash costof
production (US dollars per tonne) isregarded
as an Alternative Performance Measure
(“APM”).
The Group’s average C4 costs decreased
toUS$50.3 per tonne, compared to
US$55.3per tonne in 2024.
The main C4 costs drivers are the price of
electricity and diesel in Ukraine, which are
outside of the Group’s control. The increase
of the C4 costs in 2025 was driven primarily
by the sharp increase in electricity prices
asaresult of the attacks on domestic power
infrastructure in Ukraine, resulting in the
need to import electricity from neighbouring
European countries at higher prices.
Adecreased mining and maintenance
activities during the year resulted in a lower
proportion of diesel consumption and
repaircosts.
47FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OPERATIONAL REVIEW
CONTINUED
Breakdown of C4 costs
The main C4 costs components are
electricity, grinding media and diesel, which
collectively represent 57% (2024: 53%) of
the total cost base as presented in the chart
above with changes and the proportions of
the different cost components.
In 2025, the proportion of the C4 costs
pertonne for electricity increased to 40%
(2024: 34%). The average electricity price
inUkraine in 2025 increased by 11% in
USdollar terms, peaking at US$173 per
megawatt hour (“MWh”) in February 2025
compared to an average of US$136 per MWh
in 2024. The proportion of fuel decreased
from 11% in 2024 to 10%, mainly due to the
reduction of the Group’s mining activities
in2025. As a result, total fuel costs and
therefore fuel proportion decreased,
including as a result of lower fuel prices in
2025. The proportion of personnel costs in
2025 remained the same as in 2024 at 10%.
Due to the ongoing war in Ukraine, which
ledto a decrease in production activities
compared to the pre-war period, the Group
reduced its maintenance and repair
programme for mining and processing
equipment at a similar level as in 2024.
Outlook
Depending on the sustainable supply of
power, the Group intends to continue the
operation of one to two pelletiser lines.
1. Ferrexpo Gorishne-Plavninske-Lavrykivske and Yerystivske deposit Mineral Resource and Ore Reserve statement, 14th August 2020, Copyright Bara Consulting Limited
Logistics availability will continue to
determine sales and production during
2026. Depending on the availability to
continue exporting through Ukrainian Black
Sea ports, the Group intends to resume
exports through this route.
The Group cannot with any certainty offer
production and cost guidance for 2026 in
the current environment.
JORC-COMPLIANT ORE RESERVES AND
MINERAL RESOURCES
1
The Ore Resources and Mineral 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’s 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 thefull-scaleinvasion of
Ukraine. Both Gorishne-Plavninske-Lavrykivske
(“GPL” or “FPM”) andYerystivske
(“Yeristovo” or “FYM”) Deposits were
re-estimated in a joint effort with Bara
Consulting Pty Ltd, Tecoma Strategies Ltd
and Ferrexpo Services Ltd. TheCompetent
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 intheeconomic evaluation
of mineral deposits including iron ore, are
members ofprofessional 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,
aswell as by personal declarations, and
areindependent from theCompany.
For the purpose of the 2026 Resource and
Reserve update, the geological interpretation
for the FPM, FYM, Bilanivske (“Belanovo” or
“FBM”) and Northern Extension Deposits
were checked and updated where necessary
following new data collected during
2023-2024 exploration campaign.
The 2026 Resource and Reserve models
forreferred 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 domains have been
modelledand added to the model.
Inaddition, the bulk densities have been
studied geostatistically and interpolated
intothe model.
32% 7% 9% 12% 8% 17% 6% 7% 2%
34%
10% 6% 13% 10% 14% 5% 7% 1%
US$76.3/t
0% 20% 40% 60% 80% 100%
US$77.5/t
C1 2025
C1 2024
34% 11% 7% 10% 19% 8% 9% 2%
40%
10% 6% 10% 15% 7% 10% 2%
US$50.3/t
Electricity
Natural gas and sunflower husks
Fuel (including diesel)
Materials
Personnel
US$55.3/t
C4 2025
C4 2024
Maintenance and repairs
Grinding media
Royalties
Explosives
0% 20% 40% 60% 80% 100%
All numbers above are rounded to full decimals.
48 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
JORC-COMPLIANT ORE RESERVES AND MINERAL RESOURCES
1
Proven Probable Total
JORC-compliant
Ore Reserves Mt
Fe
total
%
Fe
magnetic
% Mt
Fe
total
%
Fe
magnetic
% Mt
Fe
total
%
Fe
magnetic
%
FPM* 292 33 26 800 31 23 1,092 32 24
FYM** 202 30 25 285 33 26 487 32 26
Total 494 32 26 1,085 32 24 1,579 32 25
Measured Indicated Inferred Total
JORC-compliant Mineral Resources Mt
Fe
total
%
Fe
magnetic
% Mt
Fe
total
%
Fe
magnetic
% Mt
Fe
total
%
Fe
magnetic
% Mt
Fe
total
%
Fe
magnetic
%
FPM 458 35 29 1,598 30 22 744 32 24 2,800 31 24
FYM 251 35 29 566 34 27 382 33 27 1,199 34 27
FBM*** 336 31 24 1,149 31 23 217 30 21 1,702 31 23
Total 1,045 34 27 3,313 31 23 1,343 32 24 5,701 32 24
* Formally in Ukraine known as *Gorishne-Plavninske-Lavrykivske (“GPL”), **Yerystivske and ***Bilanivske.
1. 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 2026.
This has resulted in an improvement in the
accuracy of localestimates.
The geological understanding of the nature
of iron mineralisation has formed the basis
of all the interpretations including
lithologies, grade and metallurgical domains.
Those interpreted domains have then been
wireframed using Datamine mining software.
Quality Control and Quality Assurance,
statistical analysis, top-capping and
estimation were carried out using Ordinary
Kriging. Modelling has been undertaken
withrecognition of the mining method and
selective mining unit parameters and the
resource classification reflect drillhole
spacing, data quality, geological and grade
continuity. All FPM, FYM and FBM models
have records of historic mining. Further
details are available in previous release
oftheOre Resource and Reserve
statement(2020).
Mineralisation has been modelled via
cross-sectional interpretations, using deposit
appropriate lower cut-off grade shapes
within mineralised geological domains.
Geological understanding has formed the
basis of all interpretations. In addition to the
iron ore bodies the resulting deposit models
contain host rock lithologies that allows for
accurate prediction of dilution and moved
material tonnages.
The Dynamic Anisotropy geostatistical
method was chosen for estimation, as it
notonly 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. As a result, any misalignment of the
searching volume is avoided and the
negative effect of extrapolation of ore
intowaste and vice versa are minimised.
To take into account different scenarios
ofeconomic extraction, the resource block
model was built to the maximal depth of
-1,000m Reduced Level, including both ore
and surrounding strata, and covering the
surface well beyond the mining licence areas.
All deposits have been depleted for
miningduring the 2025 financial year.
TheCompetent Person updated the FPM
and FYM deposits as of 1 January 2026
byassigning digital terrain wireframes
for current pit surfaces to modernised
Resources and Reserves models, and
subtracted the mined ore volumes from
theTotal Resource and Reserves figures
asof1 January 2026. Reconciliation of
themodel against actual mining data
reportedto DKZ has been conducted.
Accuracy of both FPM and FYM models
considering modelled and actually mined ore
tonnages and grades in 2025 is below 2%
difference. Considering that 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 the FPM and FYM Deposits
since the FBM Deposit is currently going
through the process of extending the
duration of the mining permit for the next
20-year term. The next full re-estimation of
Resources and Reserves, including Belanovo,
will be conducted when the 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.
49FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Q&A
FINANCIAL REVIEW
In 2025, our business continued to be shaped
by a fourth year of war in Ukraine, alongside the
cyclical dynamics of the global iron ore and steel
markets. These challenges were compounded
by the Ukrainian tax authorities’ decision to
withhold VAT refunds due to the Group.
Nikolay Kladiev
Group Chief Financial Officer
50 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Q&A
The finance team is the
common thread that binds the
business together, from the
mines to the ports, across all
business functions.
Q
IN 2025, THE UKRAINIAN
TAX AUTHORITIES
SUSPENDED VAT REFUNDS
TO YOUR TWO MAIN
UKRAINIAN OPERATING
SUBSIDIARIES, FPM AND
FYM. WHAT WAS THE
REASON BEHIND THIS
DECISION AND WHAT HAS
BEEN THE IMPACT? WHEN
DO YOU THINK YOU COULD
START TO GET VAT BACK
AND RECOVER THE
AMOUNTS OWED?
This unjustified decision has forced us
to reduce our operations and exports,
inflicting damage on our employees and
their communities, our Company, and
Ukraine in general. We calculate that as
a result of holding back US$61 million of VAT
refunds in 2025, our total socio-economic
contributions to Ukraine reduced by an
estimated US$180 million in total for the
year. Where is the logic in this?
We have been informed that this decision
is linked to the inclusion of Mr. Zhevago
on a Ukrainian sanctions list. However,
this investor is not a majority shareholder
and has no involvement in the day-to-day
management of our business. Furthermore,
his interest is held in Ferrexpo plc and not
in our Ukrainian subsidiaries.
It is difficult to say with any certainty
when, or if, the VAT refunds will be restored.
However, it is clear that the sooner this
happens, the better, not only for our
employees who have been furloughed or
placed on shorter time, but also for the
communities that rely on us for social
support, our local suppliers and the many
national industries that have seen a decline
in earnings as a result of Ferrexpo’s
reduction in operations. Restoring VAT
refunds to Ferrexpo would generate
contributions to the economy that exceed
the amounts currently being withheld.
The situation as a whole defies logic.
To date, we have initiated several VAT
related legal proceedings in the Ukrainian
courts, a number of which have resulted in
favourable judgements by the different
courts in 2025 and the first months of 2026,
but the amounts claimed have not yet been
refunded by the tax authorities. However,
in May, June and July 2026, five decisions
from the court of appeal were not in our
favour with all positive decisions in the court
of first instance and one in the Supreme
Court of Ukraine. We continue to believe
in the merits of our position, although it is
currently unclear whether and when the
tax authorities will begin refunding the
VAT claimed. In addition, we are working
constructively with various Ukrainian
Ministries to resolve this situation, while
remaining in close supportive contact with
embassies, international policymakers, and
other persuasive stakeholders to bring this
unwarranted situation to an end.
Q
AS A RESPONSE TO THE
VAT ISSUE, YOU WERE
FORCED TO CUT COSTS.
WHERE WAS THE MAIN
FOCUS OF THIS COST
CUTTING AND WHAT
AMOUNTS DO YOU THINK
THAT YOU SAVED? WILL
YOU NEED TO MAKE
FURTHER CUTS IN 2026?
As my fellow Board Member Fiona MacAulay
and Exco Member Greg Nortje echo in their
Q&As, it is the withholding of VAT refunds
by the Ukrainian tax authorities that has led
to the unfortunate outcome of forcing us to
reduce production and cut costs. First and
foremost, this affects our people. Our
options were severely constrained, forcing
us to make difficult decisions, including
placing employees on furlough or reduced
working hours. I want to emphasise that
these decisions were not taken lightly;
however, they were necessary to safeguard
the Group’s ongoing financial viability.
Restoring VAT refunds to
Ferrexpo would generate
contributions to the
economy that exceed
the amounts currently
being withheld.
51FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
FINANCIAL REVIEW
CONTINUED
In my role as Group CFO I am the ‘custodian
of the Group’s purse’, a purse that shrunk in
2025 because of the decisions taken by the
tax authorities, that forced us to tighten
spending. I am of the view that the finance
team is the common thread that binds the
business together, from the mines to the
ports, and across both technical and
administrative disciplines that drive the
business. My team assesses and reassesses,
on a daily basis, our situation and outlook
and has to coordinate and control across
the entire business capital allocation and
spending discipline. We also plan across the
short, medium and long term, identifying
opportunities not only to sustain current
production and sales volumes, but ultimately
to restore the business to pre-war levels.
With every year that the war has prolonged,
my overall assessment is that our path to
recovery has also extended. If the refusal
to refund our VAT extends into 2027, that
situation means that our ability to restore
production to pre-war level will take longer.
This does not make sense for the recovery
of Ukraine.
Q
WHAT IS THE IMPACT
ON LIQUIDITY AND YOUR
CASH BALANCES DUE
TO THE WITHHELD VAT?
YOUR CASH BALANCE
HAS DECREASED, AND
YOU HAVE SOLD DOWN
INVENTORIES. WILL YOU
NEED TO SELL ASSETS
OR RAISE FRESH CAPITAL
TO KEEP GOING?
On balance, I think that it is fair to say,
if one includes withheld VAT relative to our
current cash position and overall liquidity,
the Group has performed acceptably.
But as I mentioned earlier, this has come
at a human and social cost.
Adjusting for withheld VAT refunds, our
cash position would be expected to be
significantly higher, and demonstrating
a fair performance given our current
circumstances. If VAT refunds are restored,
we have modelled scenarios that allow us
to add back production capacity based
on a slow working capital rebuild. This will
take time, though.
Since the full-scale
invasion of Ukraine in
February 2022, Ferrexpo
Group has invested more
than US$341 million in
CapEx in Ukraine.
If the supply and price of electricity
are restored to more sustainable levels,
there are alternative scenarios that could
accelerate capacity rebuilding, providing
the cost of capital is attractive to us.
Considering the challenging circumstances
caused by the ongoing war and the suspended
VAT refunds in Ukraine, the Group has been
actively progressing a number of different
work streams in respect of an equity capital
raise of approximately US$100 million, likely
to be structure as a conditional placing of
Ordinary Shares. The Board continues to
believe that an equity raise is currently the
most viable solution to support the Group’s
working capital position and short-term
operational requirements, allowing us to
catch-up on previously deferred stripping
and capital expenditures, while operating at
a reduced level for the next 18 months. The
Group has received indicative, non-binding
expressions of interest to participate in the
equity raise from institutional investors and
has a binding subscription agreement for
an amount of US$40 million with its largest
shareholder, but the successful completion
of the equity capital raise of approximately
US$100 million is conditional on certain
terms and conditions, including the passing
of all resolutions by the shareholders of
Ferrexpo plc during the upcoming
shareholders’ meeting on 21 September 2026.
Q
CAN YOU TALK THROUGH
THE HEADLINE RESULTS?
THEY LOOK LIKE THE
WEAKEST RESULTS SINCE
THE START OF THE FULL-
SCALE INVASION IN 2022?
It is indeed our weakest annual result since
the start of the Russian invasion in 2022.
This is the case in terms of the reported
underlying EBITDA and total loss for 2025.
However, the large loss is attributable to a
non-cash impairment loss, which is primarily
a result of the suspended VAT refunds in
Ukraine, which required an adjustment of
the production plan. Looking at the result
before impairment, we can see that the
operating loss before taxes in the second
half was significantly lower than in the
first half of 2025, which is considered
a positive development in this very
difficult environment.
The same applies to total production
volumes, which at 6.1 million tonnes in
2025, is close to 2024, admittedly with
a significantly higher portion of premium
concentrates forming part of the total
production and sales mix. The operating
result in 2025 was also affected by the
decline in prices for iron ore products on
the global market, which could not be offset
by the lower production costs per tonne.
Despite lower production costs per tonne
in 2025, the Group’s production costs were
still heavily influenced by higher prices for
energy, key raw materials and consumables
inputs. Further to that, the continued
Russian attacks on the Ukrainian energy
infrastructure affected the supply and price
of power to the Group’s operations.
Q
HOW MUCH CAPITAL
IS REQUIRED TO GET
CAPACITY BACK TO
PRE-WAR LEVELS? WHAT
WOULD THE TIMING BE
AND WHAT ARE THE FOCUS
AREAS? WHAT WOULD
YOUR COSTS LOOK LIKE IN
A STAGED RECOVERY AND
WHEN MIGHT YOU BE IN
A POSITION TO START
PAYING DIVIDENDS AGAIN?
Since the full-scale invasion of Ukraine in
February 2022, Ferrexpo Group has invested
more than US$341 million in sustaining and
strategic development capital expenditures.
52 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
As our Executive Chair says in his opening
letter to this report, this has not only been
about preserving the integrity of our assets,
but also about optimising our production
capabilities and enhancing the product mix,
so that we remain relevant to our customers
and their evolving needs and adapt to
market dynamics.
Based on what we know today, the answer
to the question is estimated at about
US$250 million. Throughout the war, I have
openly shared how we have optimised our
orebodies, limited spending on repairs and
halted capital expenditure that does not
offer near-term strategic or financial returns.
As we look to a post-war recovery, the focus
will need to shift to required stripping
activities in order to improve face availability
which will allow us to add back tonnes to
feed the plant, to get capacity not just
to where we were in 2020 and 2021, but
actually ahead of that, thanks to our evolved
production capability to diversify and supply
a wider range of premium iron ore products
to a broadened customer base.
In terms of dividends, 2021 was our best
year. We paid our debt down and still
returned a 13% yield to shareholders. Iron
ore prices were of course exceptional that
year. While we have modelled a range of
scenarios, it is difficult to predict what lies
ahead in a post-war recovery. However,
as a producer of a suite of premium iron ore
products, driven by sales rather than mine
management, we operate in a unique and
niche segment of the iron market and are
well positioned to generate greater profits
than the bulk lower-grade producers who
dominate it.
Nikolay Kladiev
Group Chief Financial Officer,
Ferrexpo Plc
We plan for the short and
long term; not only how
to sustain activities during
wartime, but one day
to restore the business
to pre-war levels.
Providing data that adds value
in challenging markets
In many senses we are a nexus that coordinates 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.
53FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
FINANCIAL REVIEW
CONTINUED
SUSTAINED RESILIENCE IN
AN ADVERSE ENVIRONMENT
Ongoing politically motivated legal
proceedings and fiscal decisions
affecting the resulted in a significant
impact on business activities and
financial performance in 2025.
WITHHELD VAT REFUNDS
US$61M
(2024: nil)
SOCIO-ECONOMIC LOSS TO UKRAINE
US$180M
Due to withholding of
VAT refunds in 2025
(2024: nil)
NET CASH POSITION
US$47M
Lower net cash position, mainly
due to suspension of VAT refunds
in Ukraine, in line with half year
(2024: US$101 million)
NET CASH FLOWS FROM OPERATING
ACTIVITIES
US$3M
Significant decline driven
by lower realised prices
and VAT suspension
(2024: US$92 million)
SUMMARY
The situation in Ukraine remained
unpredictably challenging throughout the
2025 financial year, requiring a high degree
of adaption and flexibility. In the first quarter,
the Group demonstrated strong momentum,
achieving the best quarterly production since
the full-scale invasion in February 2022.
However, this slowed for the remainder of
the year as the Group had to absorb the full
impact of the decision of the Ukrainian tax
authorities to suspend VAT refunds.
In response to this situation, and in an
environment of weak demand for iron ore
pellets in Europe, to minimise the negative
impact on liquidity and preserve cash, the
Group pivoted its production mix to sell more
iron ore concentrate to customers in China.
While this was a sensible strategy, it has
an adverse effect on the Group’s financial
statements because concentrate sales
generate lower revenue and profitability,
which also skews comparables between
2025 and previous years.
For 2025, the Group reported a loss
of US$224 million, mainly due to a total
impairment loss in the amount of
US$154 million on the Group’s non-current
operating assets, which was recorded as
at 30 June 2025. The impairment primarily
resulted from the effect of the suspended
VAT refunds in Ukraine, which had to be
adequately reflected in the Group’s long-term
models used for the impairment tests
as at 30 June 2025 and 31 December 2025.
KEY FINANCIAL PERFORMANCE INDICATORS
US$ million (unless stated otherwise) 2025 2024 YoY Change
Pellet production (kt) 3,221 6,071 (47%)
Concentrate production (kt) 2,920 710 311%
Total pellet and concentrate production (kt) 6,141 6,781 (9%)
Total sales volumes (kt) 6,553 6,830 (4%)
Iron ore price (65% Fe Index, US$/t)
1
115 123 (7%)
Revenue 787 933 (16%)
C1 cash cost of production (US$/t) 76.3 77.5 (2%)
C4 cash cost of production (US$/t) 50.3 55.3 (9%)
Underlying EBITDA
A
28 69 (60%)
Underlying EBITDA
A
margin 3% 7% (4pp)
Capital investment
A
49 102 (52%)
Closing cash 58 106 (45%)
Closing net cash 47 101 (53%)
The risk of the suspension of VAT refunds
was disclosed in the Group’s 2024 Annual
Report and Accounts as a non-adjusting
post-balance sheet event. The suspension
of VAT refunds affects the Group’s cash flow
generation and thus the expected timing of
its potential return to pre-war production
and sales levels after the end of the war.
In the first quarter of 2025, the Group
operated on average two pelletising lines,
reducing to a single pelleting line for the
remainder of the year. This affected the
Group’s production costs on a per tonne
basis. As a result, the Group worked
extensively to lower its cost base to remain
financially viable. This included at times
placing approximately a third of our
employees in Ukraine on furlough or
reduced working hours, further cuts in
procurement of goods and services, the
suspension of all non-essential capital
expenditure programmes and CSR and
humanitarian activities.
Index prices for the benchmark 65% Fe
iron ore fines averaged US$115 per tonne
in 2025, 7% lower compared to 2024. Pellet
premiums also fell, with the Atlantic blast
furnace pellet premium 24% lower at
US$30 per tonne. These factors had
a negative impact on realised margins and
the Group’s cash flow generation in 2025.
54 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
The Group ended 2025 with a net cash
position of US$47 million (31 December
2024: US$101 million and 30 June 2025:
US$50 million). Capital expenditure totalled
US$49 million for 2025, significantly lower
than US$102 million in the prior year.
REVENUE
Total revenue decreased by 16% to
US$787 million in 2025, compared to
US$933 million in 2024. This was mainly
due to lower realised prices and the higher
proportion of iron ore concentrate sales,
which generate less revenue due to lower
sales prices.
The total sales volumes decreased by 4% to
6.6 million tonnes, compared to 6.8 million
tonnes in 2024. As mentioned above, the
Group adjusted its production plan after the
first quarter 2025 due to the suspended VAT
refunds in Ukraine, resulting also in a shift in
the ratio of pellets to concentrates sold as
the Group was able to benefit from strong
Chinese demand for its high-grade low-
alumina iron ore concentrate. As a result,
sales volume of concentrate represented
44% of the Group’s sales in 2025,
compared to 12% in 2024. Revenue from
the sale of pellets and concentrate totalled
US$449 million and US$293 million
respectively, compared to US$796 million
and US$85 million in 2024.
Revenue of sales from pellets and
concentrate was affected by a 7% decline
in the average benchmark iron ore price
(65% Fe) and a 24% drop in the average
Atlantic blast furnace pellet premium.
The average benchmark C3 freight (Brazil
to China) index rates decreased by 12% to
US$21.9 per tonne compared to US$24.9
per tonne in 2024. For Ferrexpo, shipping
out of the Black Sea, the spread premium
compared to the C3 rate narrowed, further
reducing the average cost for the Group’s
shipping activities. This was, however, not
sufficient to offset lower realised prices.
Following Russian attacks on the Ukrainian
energy infrastructure in late 2025, the supply
of power to its operations was temporarily
restricted impacting production activities.
US$ per tonne 2025 2024
YoY
Change
Average 62%
Fe iron ore
fines price 102.4 109.4 (6%)
Average 65%
Fe iron ore
fines price 115.4 123.4 (7%)
Average
62%/65%
spread 13.0 14.0 (7%)
For more information on the market
factors influencing pricing of the Group’s
products and logistics, please see the
Market Review section.
COST OF SALES AND COST
OF PRODUCTION
Cost of sales in 2025 totalled US$504 million,
compared to US$597 million in 2024. The
total production of pellets and concentrates
decreased by 9% to 6.1 million tonnes,
compared to 6.8 million tonnes in 2024.
The decline of cost of sales by 16%
is mainly due to a significant shift in the
ratio of pellets to concentrate produced,
which was partially offset by higher
production costs.
Pellet production decreased by
47% to 3.2 million tonnes, compared
to 6.1 million tonnes in 2024. At the
same time, concentrate production
quadrupled from 0.7 million tonnes
in 2024 to 2.9 million tonnes in 2025.
The increase of the proportion of the
concentrate production is linked to the
suspension of VAT refunds in Ukraine.
Lower production costs for concentrate
result in a lower balance of outstanding
VAT claims, which is beneficial for the
Group’s cash flow generation given the
current suspension of VAT refunds
in Ukraine.
Revenue
US$787m
Cost
of sales
US$504m
Operating
expenses
US$501m
Other operating expenses
US$39m
Write-offs and
impairment losses
US$161m
General and administrative
US$59m
Selling &
distribution
US$242m
Income tax
expense
US$11m
Net finance
expense
US$3m
Loss for the year US$224m
Pellets
US$449m
Other revenue
US$4m
Logistics
and bunker
US$41m
Concentrate
US$293m
Operating
loss
US$210m
Total
operating
FX gains
US$5m
Total other
operating
income
US$3m
Gross profit
US$283m
Revenue and P&L summary
55FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
UKRAINIAN HRYVNIA VS. US DOLLAR
2
UAH per USD
SPOT 28.08.26
44.545
OPENING RATE 01.01.25
42.039
CLOSING RATE 31.12.25
42.388
AVERAGE 2025
41.689
AVERAGE 2024
40.152
FINANCIAL REVIEW
CONTINUED
The Group’s C1 and C4 cash cost of
production (“C1 costs” and “C4 costs”)
per tonne represent the cash cost of
the production of iron ore pellets or
concentrate, divided by the respective
production volumes. The C1 and C4 costs
exclude non-cash costs such as depreciation,
pension costs and inventory movements.
Following the sharp increase of the volume
of concentrate produced in the first half
of 2025, the computation of the C1 costs
per tonne was amended so that only the
costs related to the pellet production are
divided by the volume of produced pellets.
Considering the further increase of the
concentrate production, the computation
of C1 costs per tonne of the comparative
period, when the total production costs
were divided by the volume of produced
pellets, was aligned to the adjusted
computation in 2025, in which production
costs are split for pellets and concentrate
produced and divided by the respective
production volumes.
Even though pellet production decreased in
2025, the C1 cash cost per tonne for pellets
decreased to US$76.3 per tonne, compared
to US$77.5 per tonne in 2024. This decrease
is mainly due to lower fuel costs because of
reduced mining activities and a reduction in
maintenance and repair programmes. At the
same time, the C4 cash cost per tonne of
concentrate benefited from the significant
increase in the production volume in 2025,
resulting in a decline in unit costs to US$50.3
per tonne from US$55.3 per tonne in 2024.
The cost difference per tonne for the two
products and the significant shift in the ratio
were the main reasons for the reduction of
the cost of sales in 2025.
The Group continuously reassessed its
costs, undergoing multiple cost cutting
programmes. This has included placing
approximately 36% of employees in Ukraine
on furlough or reduced working time in 2025.
In response to the suspension of the VAT
refunds in Ukraine, production activities were
downscaled from an average of two pelletising
lines in the first quarter to a single line for the
rest of the year. This affected the absorption
of fixed costs and, as consequence, the cost
of production per tonne.
The Group’s operating costs are
predominantly denominated in
Ukrainian hryvnia (“UAH”), accounting for
approximately two-thirds of the Group’s
C1 and C4 costs. Consequently, changes in
hryvnia to the US dollar exchange rate can
affect the Group’s operating costs, including
the C1 and C4 costs. Historically, the
Group’s operating costs benefited from the
devaluation of the hryvnia against the US
dollar. In 2025, the UAH fell by 1% to the US
dollar, compared to 11% in 2024, and in the
first half of 2025 the UAH even marginally
appreciated, putting additional pressure on
the Group’s C1 and C4 costs during this
period, affecting costs for 2025.
The Group’s business activities are energy-
intensive and depend on stable supply of
energy. The main costs components are
electricity, natural gas and diesel fuel, which
collectively represent 50% (2024: 48%) of the
total cost base for pellet production and 50%
(2024: 45 %) for concentrate production.
Due to the ongoing war in Ukraine, the
Group’s production costs continue to be
influenced by higher prices for raw materials
such as gas and electricity. Further to that,
the continued Russian attacks on the
Ukrainian energy infrastructure affected the
supply of electricity to the Group’s operations.
Following attacks towards the end of 2025,
the supply of power was interrupted and
production temporarily suspended,
negatively affecting the Group’s
production volume.
The C1 and C4 cash cost of production
(US dollars per tonne) are regarded as
Alternative Performance Measures (“APM”).
For more information on the breakdown
of the C1 and C4 cost of production and
the relevant cost drivers, please see the
Operational Review section.
The Groups C1 and C4
costs both fell during
2025, demonstrating
the impact of deep cost-
cutting despite the more
challenging environment.
56 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
SELLING AND DISTRIBUTION COSTS
Total selling and distribution costs decreased
to US$242 million in 2025, down from
US$246 million in 2024, primarily due to
lower freight tariffs for seaborne sales,
which remain the most cost-effective way to
deliver the Group’s products to customers.
For 2025, index rates for international
freight averaged 12% lower at US$21.9 per
tonne compared to US$24.9 per tonne in
2024, aided by a reduction in the premium
for shipping out of the Black Sea as more
shipping companies returned to the region.
The Group’s seaborne sales, mainly under
CFR (“Cost and Freight”) and CIF (“Cost,
Insurance and Freight”) Incoterms, remained
stable at 3.8 million tonnes, compared to
3.5 million tonnes in 2024 as the Group
benefited from access to Ukrainian Black
Sea ports for most of the year.
However, in 2024, the total volume
of seaborne sales of 3.5 million tonnes
included 0.3 million tonnes sold under FOB
(“Free on Board”) Incoterms, under which
the customer is responsible for freight
handling. Despite the generally lower freight
indices in 2025, the Group’s international
freight costs increased by 6% to
US$128 million, compared to US$120 million
in 2024. The positive effect from lower
freight indices was offset by a higher
proportion of shipments under CFR and
CIF Incoterms, exacerbated by a threefold
increase in sales to China in 2025, compared
to 2024. Some benefits were, however,
realised as the Group’s shipping activities
benefited from a decrease in insurance
premiums in 2025, and also due to rebates
because the volumes insured in 2024,
incurred premiums of only US$2 million
compared to US$9 million in the previous
year. It is worth noting, however, freight
insurance premiums are still significantly
higher than before the full-scale invasion
of Ukraine.
In addition to the international freight costs,
the Group’s selling and distribution costs
are also dependent on domestic Ukrainian
logistics costs, notably railway tariffs and
port charges.
The Ukrainian rail network is essential to
delivering the Group’s products to Black Sea
ports and to the Western border of Ukraine.
Following war-related congestions in 2022
and 2023, access to the network continued
to improve in 2024 and until the end 2025,
with rail tariffs in Ukraine remaining
unchanged during 2025. Following a sharp
increase of 70% in July 2022, new rail freight
tariffs were introduced in Ukraine with
effect from 31 July 2026, leading to a further
sharp rise of approximately 36%, both
increases in local currency. However, the
applicable rail tariffs also depend on the
proportion of third-party rail cars used.
During 2025, the proportion of leased
third-party rail cars increased, due to several
reasons. First, a missile attack on two
bridges caused a diversion which took longer
to reach Ukrainian ports and extended the
turnaround time for rail cars back to the
Group’s operations. Second, attacks on
domestic generation and transmission
energy infrastructure, which reduced the
supply of electricity to the state railway
company, Ukrzaliznytsia. This, in turn,
necessitated the switch from electrified
locomotives to slower diesel locomotives,
further slowing journey times and requiring
the leasing of additional rail wagons
once again.
GENERAL AND ADMINISTRATIVE
EXPENSES
General and administrative expenses in
2025 decreased to US$59 million, compared
to US$69 million in 2024. Following the
suspension of the VAT refunds, the Group
took extensive measures to lower its cost
base, including placing approximately 36% of
employees in Ukraine on furlough or reduced
working hours and cutting non-essential
costs. General and administrative expenses
also include legal and consulting costs
totalling US$13 million (2024: US$18 million),
which are mainly in connection with ongoing
legal proceedings in Ukraine.
See Note 30 Commitments,
contingencies and legal disputes
to these consolidated Financial
Statements for the current
environment in Ukraine facing the
Group, and further information on the
ongoing legal challenges and disputes
of the Group in Ukraine.
WRITE-OFFS AND IMPAIRMENTS
Write-offs and impairments increased
to US$161 million in 2025, compared to
US$72 million in 2024. This increase is
predominantly due to a total non-cash
impairment loss of US$154 million on the
Group’s non-current operating assets,
which was recorded as at 30 June 2025.
The impairment loss recorded in 2025 was
allocated to the various asset categories
within property, plant and equipment.
The recorded impairment loss was to be
expected as disclosed in the Group’s
2024 Annual Report and Accounts due to
a non-adjusting post balance sheet event as
at 31 December 2024, which was in relation
to the potential suspension of VAT refunds
in Ukraine. In response to the suspension
of VAT refunds in March 2025, the Group
adjusted its production plan to mitigate
the effect from VAT-related working capital
outflows and to minimise the impact on its
available cash balance. The change to the
production plan also affected the Group’s
expected cash flow generation for the years
covered in the long-term model, which
forms the basis of the Group’s impairment
testing. At the end of 2025, the long-
term model was updated based on
management’s current assumptions
regarding possible production and sales
volumes, taking into account the latest
developments in Ukraine, realised prices,
assumed costs for key inputs. Although
the continued suspension of VAT refunds
in connection with expected lower realised
prices and higher costs, mainly for electricity,
has a negative impact on the forecast cash
flow generation, this did not result in an
additional impairment loss as at
31 December 2025.
See Note 13 Property, plant and
equipment for further information on
the critical estimates and judgements
required by management.
57FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
FINANCIAL REVIEW
CONTINUED
CURRENCY
The Group 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 appreciated marginally
from 42.039 at the beginning of 2025 to
42.388 as at 31 December 2025, with an
average exchange rate of 41.689 in 2025
(2024: 40.152).
With the continuation of Martial law in 2025,
the National Bank of Ukraine (“NBU”) has
continued to maintain significant currency
and capital controls 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 these Consolidated Financial
Statements for further information.
OPERATING AND NON-OPERATING
FOREIGN EXCHANGE GAINS/LOSSES
As already noted, the functional currency
of the Ukrainian subsidiaries is the hryvnia.
In the past, the sometimes significant
devaluation of the hryvnia against the
US dollar resulted in high foreign exchange
gains on the Group’s Ukrainian subsidiaries’
US dollar denominated receivable balances
from the sale of iron ore products, with an
opposite effect on these subsidiaries’ US
dollar denominated loan payable balances.
In 2025, the local currency in Ukraine slightly
depreciated against the US dollar resulting
in operating foreign exchange gains of
US$5 million, compared to gains of
US$83 million in 2024.
In 2025, the losses from the US dollar
denominated loans were fully offset by
the gains on Euro denominated balances,
compared to losses of US$39 million in 2024.
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 these
Consolidated Financial Statements.
UNDERLYING EBITDA
The Group’s underlying EBITDA remained
positive at US$28 million in 2025, despite
the loss for the period, but was down from
US$69 million in 2024. This decline is mainly
due to lower operating profits resulting
from lower realised prices and the adjusted
production plan following the suspension
of VAT refunds in Ukraine, resulting in an
increase of the production and sales of iron
ore concentrate. The effect from the lower
realised prices could not be offset by the
effects from lower C1 and C4 production
costs and the further cost-cutting measures
initiated by the Group after the first quarter
of 2025.
Underlying EBITDA is an Alternative
Performance Measure (“APM”).
NET FINANCE EXPENSE
The Group’s finance expenses in 2025
remained stable at US$5 million, compared
to 2024. With the exception of lease
liabilities, the Group does not have any
outstanding interest-bearing loans or
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, totalling
US$3 million in 2025 and US$2 million in
2024, without any cash outflow effects, and
to bank charges. At the same time, interest
income decreased from US$4 million in
2024 to US$2 million in 2025, mainly due to
lower available funds invested in deposits.
Further details on finance expense
are disclosed in Note 10 Net finance
expense to these Consolidated
Financial Statements.
INCOME TAX
The Group’s income tax expense decreased
to US$11 million in 2025, compared to
US$30 million in 2024. The income tax
expense in 2025 is net of a refund of
US$4 million received following the final
taxation of a prior year in Switzerland and
also includes the effects of top-up taxes
totalling US$1 million that will become
payable in Switzerland and the United Arab
Emirates under the BEPS Pillar Two rules.
The lower income tax expense is because
some of the Group’s subsidiaries realised
losses in 2025.
The income tax expense also includes
the effect of additional allowances of
US$12 million recorded on deferred tax
assets recognised in Ukraine. The Group’s
overall loss position is due to the significant
impairment loss recorded as at 30 June
2025 on the Group’s non-current assets,
which is due to the downscaling of the
Group’s operations as a result of the
suspended VAT refunds. The suspension
of VAT refunds in Ukraine affects the
Group’s current and expected future
cash flow generation and profitability.
The effective tax rate in 2025 is affected by
the impairment losses of US$154 million on
the Group’s non-current operating assets,
which is primarily allocated to the Group’s
operations in Ukraine, and the effect
from extracted low grade ore totalling
US$15 million, which are both non-tax
deductible in Ukraine. Consequently,
no deferred tax effect was recognised
as had been the case in the past.
The effective tax rate in 2025 financial year
was positive at +5.3% and therefore not
comparable to previous periods. The reason
for the positive effective tax rate is that the
Group is in a loss position even before the
recorded impairment losses and that no
deferred tax assets on the resulting tax loss
carry forwards were recognised. This is
because it is currently uncertain whether
and when the Group’s subsidiaries in the
various jurisdictions will be able to benefit
from this in the near future. The lower
or negative profitability of the Group’s
subsidiaries also had an impact on the
income taxes payable in the different
jurisdictions, historically, particularly in
Ukraine. As a result, the income tax paid
by the Group decreased to US$3 million,
compared to US$23 million in 2024, of
which US$16 million was paid in Ukraine.
The income tax paid in 2025 includes
withholding tax paid in Ukraine on
intercompany interest payments totalling
US$2 million (2024: US$2 million), to be
considered as income tax payments.
Further details on taxation are
disclosed in Note 11 Taxation to these
Consolidated Financial Statements.
58 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
ITEMS EXCLUDED FROM
UNDERLYING EARNINGS
The underlying EBITDA as at 31 December
2025 was adjusted by the impairment losses
recorded in 2025, totalling US$154 million.
The impairment losses were to be expected
and result from a non-adjusting post balance
sheet event, which was disclosed in Note 35
Events after the reporting period included
in the Group’s 2024 Annual Report and
Accounts. The adjustment of this non-
cash effect was in addition to the usual
adjustments made to the underlying
EBITDA. In addition to the impairment
losses, the Group also had to write off
US$5 million, net of proceeds from the
sale of scrap metal, for equipment stored
in a warehouse that was attacked and
destroyed by Russia.
Subsequent to the year-end, the Group
received five negative decisions from the
court of appeal regarding overdue VAT
refunds that have been suspended by the
tax authorities. These negative decisions
are considered to be adjusting post balance
sheet events. As a result, the Group
recorded as at 31 December 2025 an
allowance of US$13 million on these
overdue VAT receivable balances, which
is treated as an adjusting item excluded
from the Underlying EBITDA as of an
exceptional nature.
See Note 13 Property, plant and
equipment to these Consolidated
Financial Statements for further details.
LOSS FOR THE YEAR
The Group’s result for 2025 amounts to a loss
of US$224 million, of which US$154 million is
attributable to an impairment loss on the
Group’s non-current operating assets.
This compares to a loss of US$50 million in
2024, which included an impairment loss of
US$72 million. In addition to the impact of
the impairment loss recorded in 2025, the
Group’s operating profit was also affected
by lower realised iron ore prices and higher
energy prices and key consumables, driven
by the ongoing war in Ukraine.
CASH FLOWS AND CASH EQUIVALENTS
Operating cash flow before changes in
working capital decreased by 48% to
US$35 million in 2025, compared to
US$67 million in 2024. The lower operating
cash flow generation is the result of the
adjusted production plan following the
suspensions of VAT refunds by the Ukrainian
tax authorities first notified in March 2025
for the periods since January 2025. In terms
of the working capital, there was an overall
outflow of US$26 million, compared to an
overall inflow of US$52 million in 2024. The
net outflow was largely driven by an increase
in the tax recoverable because of the
suspended VAT refunds and trade payable
balances. Since March 2025, the Group’s
subsidiaries in Ukraine have not been
receiving VAT refunds, resulting in a sharp
increase in the outstanding VAT balance as
at 31 December 2025, with further increases
expected until VAT refunds resume. This
negative effect was partially offset by the
decrease in outstanding trade receivables
and inventory balances as at 31 December
2025. The lower trade receivables and
inventory balances are a result of the
adjusted production plan, as well as the
disruption to sustainable production
following Russian attacks on the Ukrainian
energy infrastructure towards the end
of 2025.
The net cash flow from operating activities
was US$3 million, compared to US$92 million
in 2024. The effect from the lower operating
cash flow was accentuated by the working
capital outflow as at 31 December 2025.
During 2025, the Group significantly reduced
its capital expenditure programme, with
investments decreasing to US$49 million,
compared to US$102 million in 2024.
See the Capital investment section below
for further information.
The significantly lower operating cash flow
generation could only be partially offset
by the initiated decrease of the Group’s
capital expenditure programme. As a result,
the closing balance of cash and cash
equivalents decreased to US$58 million
as at 31 December 2025, compared to
US$106 million as at 31 December 2024.
The balance of cash and cash equivalents
held in Ukraine amounts to US$1 million as
at 31 December 2025 (31 December 2024:
US$4 million). Following the adoption of
Martial Law in Ukraine, currency and capital
control restrictions were introduced in
Ukraine by the NBU, which remain in place.
Although these measures were relaxed by
the regulator in 2024, they continue to
affect the Group’s ability to make cross-
border payments, which may be approved
in exceptional cases only.
For further information see Note 30
Commitments, contingencies and
legal disputes to these Consolidated
Financial Statements.
CAPITAL EXPENDITURES
Capital expenditure in 2025 totalled
US$49 million compared to US$102 million
in 2024. Of the total amount spent in
2025, sustaining and modernisation
capital expenditure totalled US$30 million
(2024: US$37 million), covering the activities
of all of the Group’s major business units.
Investments in strategic development
projects totalled US$19 million (2024:
US$65 million). The significant decrease in
capital expenditures reflects the Group’s
extensive work to reduce all non-essential
capital expenditures following the
suspension of VAT refunds.
Since the beginning of the war, the Group
has continuously reviewed and optimised
the level and timing of its capital expenditure
programme to ensure the ongoing reliability
of operations in Ukraine and minimise
unexpected downtimes. The suspension of
VAT refunds required more extensive cuts,
albeit primarily for strategic development
projects, whereas the sustaining and
modernisation capital expenditures
remained at levels similar to those in 2024.
59FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
The largest capital investments in strategic
development projects during 2025 included
the allocation of additional funds for the
new press filtration complex and a new
concentrate conveyer line along the
established production circuit, which
totalled US$9 million and US$1 million,
respectively. The purpose of these projects
is to increase the production and quality of
premium grade iron ore products, enabling
the business to build flexibility into its
production mix, adapt more nimbly to
short-term shifts in market demand for
different products, and benefit from
demand arbitrage and premiums to
optimise margins. The Group also funded
US$2 million for ongoing and limited
development and exploration-related
activities at the Ferrexpo Belanovo Mine.
Considering the current situation of
the Group and the decline in cash flow
generation, impacted by the suspension
of VAT refunds and ongoing effects of
the ongoing war in Ukraine, no ordinary
dividends were declared or paid in 2025 and
2024. 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, indirectly, on developments
in respect of certain ongoing legal
proceedings in Ukraine.
For further information see Note 30
Commitments, contingencies and legal
disputes to these Consolidated
Financial Statements.
DEBT AND MATURITY PROFILE
The Group is doing everything it can to
maintain a robust balance sheet. Despite
the challenging environment, the Group is
essentially debt free, with a net cash position
of US$47 million as at 31 December 2025
(31 December 2024: US$101 million). With
the exception of lease liabilities totalling
US$11 million (31 December 2024:
US$5 million), the Group did not have any
outstanding interest-bearing loans and
borrowings as of 31 December 2025
and 2024.
As of 31 December 2025, the credit rating
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 for the Group. At the request
of the Group, S&P no longer provide a rating.
While the credit rating of Ferrexpo is capped
by the sovereign credit rating of Ukraine, the
ceilings for the credit rating ascribed to
Ferrexpo by Moody’s is higher (one notch
above sovereign, Ca).
RELATED PARTY TRANSACTIONS
The Group enters into arm’s length
transactions with entities under the
common control of Kostiantyn Zhevago
and his associates. All these transactions
are considered to be in the ordinary
course of business.
During 2025, the Group made a bail
payment of UAH5 million or approximately
US$120 thousand, compared to US$1 million
in 2024, in both years on behalf of a member
of top management of one of the Group’s
subsidiaries in Ukraine. The bail payments
are 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 section below, Note 30:
Contingent liabilities and legal disputes
and Note 34 Related party disclosures
to these 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 due
to the current circumstances surrounding
Mr Zhevago. As a result, the Group is
subject to various legal actions and ongoing
court proceedings initiated by different
government-related bodies and 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 may not be 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 stable economy,
which require a significant portion of critical
judgements to be made by management.
FINANCIAL REVIEW
CONTINUED
The Group entered the
full-scale war in a strong
position because it paid
down all its debt in
2021 and has remained
debt free (except for
lease obligations).
60 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Regarding the ongoing contested sureties
case before the Supreme Court of Ukraine,
there were several court hearings in 2025
and 2026, but no final ruling was made.
In May 2025, the counterparty filed an
application with the Commercial Court
of the Poltava Region to start bankruptcy
proceedings against FPM. A court of first
instance accepted this application on
24 February 2026, and bankruptcy
proceedings officially began on this date,
despite the fact that the legal dispute over
the contested sureties between FPM and
LLC “Maxi Capital Group” is still being
reviewed by the Supreme Court of Ukraine,
which had issued an order on 1 April 2024
to suspend enforcement on the contested
sureties claim. As part of this decision, the
court appointed an insolvency manager to
oversee FPM. However, the current FPM
management team is still in place and
continues to run the business and the Group
does control FPM. FPM filed an appeal
against the decision of the court of first
instance on the beginning of the bankruptcy
proceedings, which however does not stop
the ongoing bankruptcy process. The first
hearing of the appeal took place on 9 April
2026, followed by a hearing on 30 April
2026, when a new panel of judges has
been appointed. There were further
hearings on 2 June 2026 and 27 July 2026
and, on 18 August 2026, the court of
appeal in Kharkiv dismissed FPM’s appeal.
On 21 August, FPM filed a cassation appeal
to the Supreme Court of Ukraine, which
likewise does not stop the ongoing
bankruptcy process.
As announced on 4 February 2025, the
Group’s subsidiary FPM has been informed
of a civil claim which was filed seeking joint
liability of FPM and its General Director for
damages amounting to UAH157 billion
(approximately US$3.7 billion as at
31 December 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 2024
Annual Report and Accounts, which has
evolved into accusations that FPM is illegally
mining and selling subsoil (minerals other
than iron ore), alleged to have caused
environmental damage. FPM rejects these
allegations in their entirety on the basis
that there was no illegal extraction of the
subsoil. Management is of the opinion that
these accusations, as well as the claim, are
without merit.
Even if a court in Ukraine were to conclude
that illegal mining and sale of subsoil
occurred, the extent of this claim remains
incomprehensible. The Group’s
management maintains that no reliable
estimate can be made as at the date
of approval of these Consolidated
Financial Statements. As a result,
no provisions were recognised as at
31 December 2025 in accordance with
IAS 37 Provisions, Contingent Liabilities
and Contingent Assets.
Following the personal sanctions imposed
on Mr Zhevago by Ukrainian authorities on
12 February 2025, local subsidiaries of the
Group in Ukraine have not been receiving
VAT refunds since March 2025. Although
no sanctions have been imposed on
any member of the Group, the personal
sanctions on Mr Zhevago have implications
for the Group’s operation and, as
a consequence, on its profitability and
cash flow generation as well as on the
Group’s ability to continue as a going
concern. In connection 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.
In addition to the above cases, there is a risk
of 49.5% of the corporate rights in a Group
subsidiary in Ukraine being transferred
to the Ukrainian Asset Recovery and
Management Agency (“ARMA”) as part of
ongoing proceedings against Mr Zhevago.
See Note 2 Summary of material
accounting policies and Note 30
Commitments, contingencies and
legal disputes to these Consolidated
Financial Statements as well as
the Principal Risks section for
further details.
GOING CONCERN
As at the date of the approval of these
Consolidated Financial Statements, both
the war and legal actions against the
Group in Ukraine are ongoing and still pose
a significant threat to the Group’s mining
and processing, and logistics routes 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 also exposed
to the risks associated with operating
in a challenging environment in Ukraine,
which is 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 approval of
these Consolidated Financial Statements.
As mentioned in the section Contingent
liabilities and legal disputes above, there are
a number of legal actions against the Group
in Ukraine, 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.
The Group’s ability to continue as a going
concern depends on the Directors’ intention
to raise gross proceeds of approximately
US$100 million by way of a conditional
subscription of Ordinary Shares to support
the Group’s working capital position and
fund its ongoing operations. This planned
fundraise is expected to be completed in
late September 2026 and will provide the
necessary immediate recapitalisation and
place the Group in a stronger financial
position, thereby enabling the Group to
have more time to deal with the current
challenging environment. The fundraise is
conditional on all of the resolutions being
passed by the shareholders of Ferrexpo plc,
which therefore represents a further
material uncertainty, as it is outside of the
Group’s control. If the resolutions are not
passed by the shareholders, or if any of the
other conditions are not satisfied, the
planned fundraise will not proceed, which
will have a significant impact on the Group’s
ability to continue as a going concern.
Detailed information on the Group’s ability
to continue as a going concern and material
uncertainties are disclosed in Note 2 Basis
of preparation to these Consolidated
Financial Statements.
Nikolay Kladiev
Group Chief Financial Officer, Ferrexpo plc
61FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Q&A
RESPONSIBLE BUSINESS
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 efforts to achieve
a positive social impact.
Fiona MacAulay
Interim Chair Health, Safety, Environment
and Community (“HSEC”) Committee
62 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Q&A
In April 2025 Ferrexpo reported
deep cost-cutting measures
across the business, including
a stop to all non-essential
humanitarian and social activities.
Q
IT HAS JUST BEEN
OVER A YEAR SINCE YOU
RESUMED THE CHAIR OF
THE HSEC COMMITTEE.
WHAT ARE YOUR
REFLECTIONS A YEAR ON?
I previously chaired the HSEC Committee,
so returning to the role, albeit it on an interim
basis, has been a valued responsibility. We
are operating with fewer consultants and
a tighter budget, which means we have to be
considered and resourceful in our approach.
I am grateful to my fellow Committee
members, especially those in Ukraine
for their effort and dedication.
As I outlined in the November 2025
Responsible Business Report, for me, the
“S” in ESG is paramount, which is why I have
continued to place a greater emphasis than
ever on our employees and communities,
because keeping our people safe is our
primary responsibility.
However, this does not mean we have lost
our focus elsewhere. We continue to make
progress across other areas of our business,
evidenced by the expanded governance and
environmental sections in this report, and
capped with the incredible work we did last
year to lead the national conversation about
reintegration of veterans and their partners
in new realities of a society reshaped by war.
Q
ABOUT THE FERREXPO-LED
VIDEO SERIES, “VETERANS
AND VETERANS’ PARTNERS.”
WHAT WERE THE GOALS
BEHIND THIS INITIATIVE
AND HAVE THEY BEEN
ACHIEVED? ALSO, WILL
YOU CONTINUE THIS WORK
PROJECT GOING FORWARD?
In 2024, with my fellow Board members,
we discussed how Ferrexpo could support
its workforce and communities to participate
in two nationally significant conversations:
veteran reintegration and the evolving role
of women during wartime. Our preliminary
research and mapping identified a niche
opportunity to bring to the fore the common
yet contrasting experiences of veterans and
their partners. When we started filming it
quickly became clear that people had so
much to share – and so the project was born.
Even we were pleasantly surprised by the
project’s viral success, as the videos clocked
up millions of views. This project culminated
in December last year with a 30-minute
documentary bringing together a dozen or
so of the individual participants at a single
venue to capture their shared experiences
as a group. These videos are presented in
this section of the report.
Looking to the year ahead, we have
reformatted the series, to bring to
light experiences of reintegration in the
workplace, and we are already unearthing
new insights. This is an important body
of work, and I am delighted that we are
contributing in a sensitive yet revealing
manner as these conversations evolve.
Q
IN APRIL 2025, FERREXPO
IMPLEMENTED DEEP
COST-CUTTING MEASURES
ACROSS THE BUSINESS,
INCLUDING A STOP TO
ALL NON-ESSENTIAL
HUMANITARIAN AND
SOCIAL ACTIVITIES.
WHAT IMPACT HAS THIS
DECISION HAD?
This was a difficult decision. I feel strongly,
however, that the ultimate responsibility
for this decision lies with the Ukrainian tax
authorities because they suspended VAT
refunds, which resulted in lower liquidity
and the need to preserve cash.
We said at the time that this would
have a broad and negative impact on the
economic and social fabric of the more than
50,000 residents of Horishni Plavni and
surrounding area. Regrettably, this has come
to be the case. Since the full-scale invasion
in February 2022, Ferrexpo has funded
US$29.2 million to support over one
hundred humanitarian and CSR-related
projects and initiatives. Regrettably, of the
total amount, only an additional US$1.2
was contributed in 2025, limiting the scope
of our activities relative to what we had
hoped to achieve.
The “S” in ESG is
paramount. That is why
I have continued to place
a greater emphasis than
ever on our employees
and communities.
63FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
RESPONSIBLE BUSINESS
CONTINUED
HEALTH AND SAFETY
Health and safety in and around our
workplaces are of paramount importance.
Operating during a time of war and the
nature of our business of mining and
processing iron ore into high-grade iron ore
products brings inherent safety risks that
need to be managed and mitigated. We
work to go beyond industry best practice
to keep colleagues protected, adopting
a risk-oriented approach to promote safer
working conditions for our workforce at
our sites.
More than 99% of our more than 7,500
strong workforce, comprising employees
and contractors, is based in Ukraine, mainly
at our operations in Horishni Plavni, but also
in Kyiv and other locations such as ports.
At the end of December 2025, this also
included 751 brave colleagues serving in
the Armed Forces of Ukraine.
Our continued commitment to the safety
and wellbeing of our colleagues remains
steadfast. Given the scale of our workforce
and the nature of our activities, it was never
an option to evacuate our people during
the war and shut down. The majority of
our people wanted to stay in Ukraine and
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, enabling them
to be as far as possible from the front line
and frequently targeted locations. For our
on-site workforce, measures have included
the construction of new air raid shelters
and the renovation of older shelters,
adjusting shift patterns to align with
night-time curfews and the provision of
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 focused 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. 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.
For the full year 2025, the Group reported
a 30% improvement in the rolling 12-month
Lost Time Injury Rate (“LTIFR”) to 0.38,
falling back below the historic five-year
trailing average of 0.52. Zero workplace
fatalities have been reported for more
than five years.
In 2025, an external surveillance audit
confirmed that the occupational health
and safety management system complies
with the regulatory documents in force in
Ukraine, the international standard ISO
45001 ‘Occupational Health and Safety
Management Systems’ and the validity
of the management system certificate
until 2027.
To protect our employees in the workplace,
in 2025 we undertook the following:
• Provision of special safety clothing
and personal protective equipment
for employees.
• Provision of special meals for employees
working in hazardous conditions.
• Physical and mental health care by
conducting medical examinations.
Our continued
commitment to the
safety and wellbeing
of our colleagues
remains steadfast.
This is why we are focussing on the most
critical initiatives where we can have the
greatest social impact, namely providing
psychosocial and psychological assistance
in the workplace, particularly for veterans
who have returned to the Company. Other
activities included arranging sporting and
cultural events to foster a sense of wellbeing
and provide a welcome distraction during
a prolonged period of war.
Q
WHY HAVE YOU REDUCED
THE ESG REPORTING SUITE
FOR 2025?
In addition to the expanded content in
this 2025 Annual Report and Accounts, we
intend to publish a standalone Sustainability
Report later in the year. This will be our
first ever Sustainability Report and will build
on last year’s tenth Responsible Business
Report, which was our first to comply
with the Global Reporting Initiative
(“GRI”) standards.
In last year’s Annual Report and Accounts,
we increased the number of ESG metrics
that were assured by our auditors, to include
Scope 3 emissions and six human resource
metrics for the first time. This work was
advancing in line with preparations for the
implementation of the EU Corporate
Sustainability Reporting Directive (“CSRD”).
However, in April 2025, The European
Parliament announced a two-year delay to
the implementation of the second and third
waves of CSRD until 2027 and 2028. With
this in mind, I have directed our ESG teams
to pause ESG metric assurance to save
the associated fees during this period
of lower liquidity.
Finally, the HSEC Committee decided not
to publish a 2025 Climate Change Report.
As the war in Ukraine prolonged, there was
no material change in the situation on the
ground to warrant an update because the
previous scenario analysis and potential
pathways to Net Zero iron ore production
published in December 2023 still stand.
Fiona MacAulay
Senior Independent Non-executive Director,
Ferrexpo Plc
64 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
• Renewing permits for working with
high-risk equipment.
• Ensuring fire safety in the workplace by
equipping the Company’s facilities with
additional fire alarms, protection and
extinguishing systems, including
conducting emergency drills to teach
employees how to respond correctly
in emergency situations.
• The construction a protective structure
at the explosives storage facility
• A state commission inspection of 15
protective structures, which concluded
their compliance and suitability for use
• Equipping air raid shelters structures
with mobile signal boosters, AMA 2 first
aid kits, drinking water installations and
household appliances.
An additional 20 measures were
implemented during the year to ensure the
safety of employees, including initiatives
to protect people when working at height,
the installation of equipment to improve
air quality, additional fencing, equipment
to reduce the risk electrocution, adding
more clean drinking water facilities.
Zero
The Group recorded
a fifth successive
fatality-free year
Health and safety activities and
developments on site during 2025
LTIFR 0.38
(2024: 0.54)
2025 2024 Change (%)
Lagging safety indicators
Fatalities 0 0 –
Lost time injuries 5 6 -17%
Lost time injury frequency rate (“LTIFR”) 0.38 0.54 -30%
All injuries frequency rate (“AIFR”) 0.41 0.52 -21%
Near miss events 0 0 –
Significant incidents 1 0 –
Restricted workdays 346 678 -49%
Severity rate (average lost days per incident) 69.2 113 -39%
Leading safety indicators
Health and safety inspections 6,362 7,368 -14%
Health and safety meetings 1,426 1,686 -15%
Health and safety inductions 2,488 5,651 -56%
Training hours 9,514 13,025 -27%
Hazard reports 673 753 -11%
High visibility management tours 151 155 -3%
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
65FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
RESPONSIBLE BUSINESS
CONTINUED
The platform was broadened further in
2023 with a ‘Fe_munity Teens’ programme,
offered to 54 teenagers drawn from the
local community. 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 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 support Ferrexpo’s business model.
Our Inclusion School is also open to
local authority employees keen to learn
more about challenging prejudice and
discrimination. By the end of 2025, more
than 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.
DEI highlights for 2025
Progress highlights for the Group’s DEI
activities and programmes in 2025 included:
1. In February 2025, Ferrexpo opened its
doors to 50 women from the Horishni Plavni
community with the Fe_Munity & Skills
programme, an educational initiative aimed
at developing women’s soft skills and
guiding them towards atypical technical
professions. Fe_Munity & Skills is designed
to help women unlock their potential, realise
their own value, define their life goals, and
master the tools needed to achieve them.
The programme aims to overcome gender
stereotypes in professions among the
women of Horishni Plavni and surrounding
communities, provide career guidance, and
increase the number of women recruited in
gender-imbalanced professions. The three
and a half month long training programme
was conducted through workshops led
by alumni of the Fe_munity Women’s
Leadership School and Ferrexpo skills
trainers. As a result of this programme some
participants were hired to work at Ferrexpo.
DIVERSITY, EQUITY AND INCLUSION
Ferrexpo believes that a diverse workforce
and an inclusive culture contribute directly
to stronger business performance. By
bringing together a broader range of
perspectives, experiences and ideas,
diversity supports better decision-making,
encourages innovation, strengthens
employee engagement and enhances our
ability to attract and retain talent. We
promote diversity across gender, disability,
sexual orientation and culture, with the aim
of building a workforce that reflects the
breadth of the communities in which we
operate. Our goal is to create an inclusive
working environment in which all
contributions are valued, different
perspectives are embraced, and biases
are recognised and addressed, helping
to build a more resilient, effective and
sustainable business.
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 build an
inclusive working environment.
DEI progress
After launching the DEI strategy, we
hired DEI specialists to roll out policies
and initiatives. 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 2025, we surpassed this target early with
female representation at 25.8%.
Our DEI efforts were boosted in 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
nationally to other Ukrainian regions.
2. Ahead of ‘International Zero
Discrimination Day’ on 1 March 2025, an
advisory about the history of the day, its
relevance and importance was published
on the Company’s internal communication
channels. Employees were invited to
review the corporate Policy on Fairness
and Inclusion, take the ‘How Tolerant
Are You?’ self-test, and participate in
the ‘Zero Discrimination’ training.
3. In March, the Diversity and Inclusion
Manager conducted a ‘Zero Discrimination’
training session for 25 colleagues.
The training provided an opportunity
to understand what discrimination is
and how to recognise it, to deal with
stereotypes and prejudices, both personal
and social, and to understand the rules of
tolerant behaviour and communication.
The training helped participants become
more knowledgeable about the topic and
improve their skills in creating tolerant
work environments.
4. Internal skills and experience in
implementing gender equality principles
were used to create an online course
called ‘The Power of Equal Opportunities:
Women’s Empowerment Principles in
Practice.’ The programme was developed
as part of the ‘Empowering Women in
Business’ initiative, which is being
implemented by the Ukrainian Centre for
Investment and Trade Promotion within
the framework of the UN Women project
‘Transformative Approaches to Achieving
Gender Equality in Ukraine’, funded by
the Government of Sweden, and in
cooperation with the Office of the Vice
Prime Minister for European and Euro-
Atlantic Integration. The Company’s
experience was presented in WEPs
principles No. 4 Education and training
for career growth and No. 6 Community
initiatives and advocacy.
66 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
34%
Positions held by women
across the Group
26%
Women in management
roles in Ukraine
Our goal is to develop
a diverse workforce
and an inclusive
working environment.
DEI highlights for 2025
Progress highlights for the Group’s DEI activities
and programmes in 2025 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.
External
• 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.
67FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
RESPONSIBLE BUSINESS
CONTINUED
EMISSIONS
The war continued to affect the Group’s
emissions throughout 2025 in ways that are
beyond our control. In particular, attacks on
Ukraine’s energy sector have reduced the
availability of electricity procured from clean
domestic nuclear and hydropower sources
and increased reliance on imported power
from Ukraine’s western neighbours, which
is typically generated using carbon intensive
energy. In turn, due to strikes on energy
transmission infrastructure, it isn’t always
possible to receive a steady supply of power
to our operations, which in turn affects the
production cycle and emissions that
we generate.
Net Zero pathway
Since the onset of the full-scale invasion of
Ukraine, we have demonstrated significant
flexibility and adaptability in navigating
a landscape of continuous change. Our
ongoing commitment to decarbonisation
remains steadfast, and we are confident
in our ability to adapt and overcome the
challenges that arise. Through persistent
efforts and strategic adaptations, we are
committed to continuously reviewing our
decarbonisation targets, responsibly
addressing challenges, and transparently
communicating our progress as we drive the
industry towards a more sustainable future.
Climate Change Reporting
In December 2024 we published our second
Climate Change Report, reaffirming our
Net Zero commitments. We elected not
to do a further report in 2025 because the
situation in Ukraine was still dominated by
war and therefore the three scenarios that
were explored in the Climate Change Report
still stand.
In the 2024 report, we deepened our
understanding of climate challenges and
guide our responses. This included 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:
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.
Scope 1 and Scope 2
emissions fell both on an
absolute and unit basis
during the year.
69
environmental and climate-focused
policies reviewed
30
material climate change risks and
opportunities assessed across six
key focus areas
Three scenarios that were explored in the Climate Change Report
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
68 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
2025 Greenhouse gas emissions
The war had a strong impact on greenhouse
gas emissions in 2025 in two principal areas:
an elevated level of total production due to
the ongoing 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.
Strategic ambition and targets
Net Zero Scope 1 and 2 emissions intensity
by 2050 from 2019 baseline
• 50% reduction in Scope 1 and 2 by 2030
• 50% reduction in Scope 3 emissions by 2050
• 10% reduction in Scope 3 emissions by 2030
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)
• Gasoil (primarily used in inland
waterway logistics activities)
Collectively, these three sources of emissions
represented 97% of Scope 1 emissions in
2025 (2024: 97%), with emissions from
the consumption of diesel and gasoil for
transport making up 65% of Scope 1
emissions (2024: 59%) and natural gas
making up 31% of Scope 1 emissions
(2024: 38%). 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.
Methodology
The Group’s greenhouse gas emissions
are reported on a gross, unadjusted basis
unless otherwise stated, and have not been
reduced by purchased offsets, avoided
emissions or carbon credits. Scope 1 and
Scope 2 emissions have been calculated
in accordance with the GHG Protocol
Corporate Accounting and Reporting
Standard, using operational activity data
from fuel consumed in the Group’s
operations, principally diesel, gasoil and
natural gas, and purchased electricity and
steam, multiplied by relevant emissions
conversion factors for each energy source
and geography. Scope 2 emissions have
been calculated from purchased electricity
and steam. Energy consumption data has
been converted into tonnes of CO
2
e using
emissions conversion factors appropriate to
each energy source and geography. For the
2025 reporting year and 2024 comparative
period, the Group applied conversion factors
relevant to the applicable source, geography
and reporting year, including Ukrainian
grid-related factors for purchased electricity
and relevant fuel-specific factors for diesel,
gasoil and natural gas. For electricity
consumed in Ukraine, the Group has applied
Ukrainian national grid factors relevant to
the reporting periods, with 2024 factors
used for comparative information and 2025
factors used for the current reporting year,
based on the Ukrainian electricity grid
operated by NPC/NEC Ukrenergo. For
natural gas consumed in Ukraine, the Group
has applied Ukrainian gas grid factors
relevant to the reporting periods, with 2024
factors used for comparative information
and 2025 factors used for the current
reporting year, based on the Ukrainian gas
transmission system operated by LLC Gas
Transmission System Operator of Ukraine,
or GTSOU. Scope 3 emissions have been
calculated in accordance with the GHG
Protocol Corporate Value Chain (Scope 3)
Standard, using category-specific activity
data and relevant emissions factors. The
source and year of the conversion factors
applied are maintained in the Group’s
underlying emissions calculation files.
Absolute Scope 1 emissions decreased by
33% in 2025, while Scope 1 emissions on
a unit basis decreased by 26%. This was
primarily due a pivot toward an increased
proportion of pellet feed production,
which requires less processing at site.
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 decreased by 10%, while on
a unit basis staying flat compared to 2024.
Consumption of electricity from clean
sources (hydro and nuclear) have continued
to fall from 51% of total consumption in
2024 to 42% in 2025, due to government
mandates to import up to 80% of electricity,
depending on domestic availability.
Scope 3 emissions
For Ferrexpo, Scope 3 emissions primarily
relate to the type of iron ore produced,
since the downstream processing of iron ore
accounted for 96% of Scope 3 emissions
in 2025 (2024: 96%).
In 2025, the proportion of pellet feed
production increased relative to pellets,
representing 48% of total production
(2024: 12%). This resulted in an increase in
Scope 3 emissions intensity to 1.57 tCO
2
/t
of production in 2025 (2024: 1.29 tCO
2
/t of
production), as pellet feed requires more
processing at the steelmaking stage
compared to pellets.
Greenhouse gas emissions footprint and energy consumption
(1 January to 31 December 2025)
2025 2024 Change
Absolute
(kt CO
2
e)
Unit
(kg CO
2
e/t) Absolute
Unit
1
(kg CO
2
e/t) Absolute Unit
Scope 1 emissions 235 39 352 52 -33% -26%
Scope 2 emissions 250 41 277 41 -10% 0%
Subtotal (S1+S2) emissions 485 80 629 94 -23% -15%
Scope 3 emissions 9,614 1,565 8,856 1,299 8% 22%
Total emissions 10,099 1,645 9,485 1,392 6% 19%
Absolute emissions are gross emissions and have not been adjusted for offsets, avoided emissions or carbon credits.
The Group uses tonnes of saleable production as the denominator for its intensity ratio because production volume is the principal driver of operational energy use and Scope 1 and Scope
2 emissions. This measure also provides a consistent year-on-year operational comparison that is less affected by commodity price movements than a revenue-based intensity ratio.
Emissions are disclosed in kilotonnes of CO
2
equivalent (“kt CO
2
e”) given the scale of the Group’s emissions, as this provides a clearer and more proportionate presentation than
reporting in tonnes.
Energy consumption is presented in megawatt hours (“MWh”), where shown, due to the magnitude of the Group’s operational energy consumption; this provides a clearer and
more proportionate basis for reporting than kilowatt hours (“kWh”), while remaining consistent with the underlying energy consumption calculations.
69FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
RESPONSIBLE BUSINESS
CONTINUED
ENVIRONMENT
Our approach to environmental
management is guided by industry best
practice, with a focus on minimising our
impacts, protecting the natural environment
and the efficient use of resources. We collect
a wide range of environmental metrics to
monitor our performance and gain a deeper
understanding of our impacts.
Energy efficiency actions
During 2025, the Group continued to
manage energy consumption through its
ISO 50001-certified energy management
systems at FPM and FBM. Operational
actions that affected energy use included
an increased proportion of pellet feed
production, which requires less on-site
processing than pellets, and continued
optimisation of logistics, including
increased use of larger Capesize vessels
where available to reduce freight emissions
intensity per tonne. Capital-intensive
decarbonisation and electrification initiatives
remain constrained by the war, liquidity
preservation measures and the availability
of external funding.
Monitoring and managing our
environmental impact
Ferrexpo’s Ukrainian operating subsidiaries
operate within an ISO standard certified
environmental management system
(ISO 14001:2015). In addition, FPM and
FBM also have energy management
system accreditation (ISO 50001:2018).
Ferrexpo is recognised as a leader in
Ukraine for ESG reporting, evidenced by our
Responsible Business Reports, our second
Climate Change Report published last year,
and our compliance with TCFD reporting in
this report. Our work was also awarded in
2025 with recognition by the Financial Times
and Statista as a ‘European Climate Leader’.
Environmental practice and impacts are
a standing agenda item at every Board and
Executive Committee meeting. Climate
Change is also considered as a key principal
risk factor and therefore is also monitored
and considered at every Finance, Risk
Management Compliance Committee
(“FRMCC”) meeting.
For more information see the sub-
section on Climate Change in the
Principal Risks section of his report.
Ferrexpo cooperates with the Kharkiv
Research Institute of Environmental
Problems to improve water resource
management processes. With the
participation of the Institute, we
continuously monitor the water collected,
used, and discharged by our operations;
assess the quality of wastewater before it
is discharged into the Dnipro River; assess
the quality of water in the TSF used for
technological needs; and assess the
efficiency of treatment facilities. This, in turn,
allows us to adequately assess and forecast
water resource management, identify
factors and sources of water pollution, and
make effective environmental decisions.
The long-term goal is to develop a closed
water management system, within which
we strive to maximise the use of water from
pits in a closed system and plan to provide
process water for iron ore processing in this
way in the future. This is how we see ensuring
a sustainable balance between the needs of
our operations and preservation of aquatic
ecosystems and the opportunity to partially
stop drawing or returning water from the
Dnipro River.
Waste management and air quality
The Group’s mining activities generate solid
waste, including overburden and sludge, as
well as emissions from stationary sources
into the atmosphere associated with mining
and processing operations. Waste generated
during operations is transferred for disposal,
treatment and burial.
The overburden and mining waste are not
classified as hazardous and are stored at
specially designed facilities developed
and controlled by the Group’s mining
planning services.
The Group implements a systematic
approach to waste management at all
production sites and offices. Systems for
the separate collection of recyclable waste,
including paper, plastic and glass, are
in place. Secondary raw materials are
transferred to specialised companies
for further processing.
Responsible water usage
The ongoing war continues to have
a negative environmental impact in Ukraine.
Constant bombing and shelling, and
destruction of Ukraine’s infrastructure are
resulting in the release of toxic chemicals
into the atmosphere, soil, and water, which
will have long-term consequences for the
environment and human health.
With regard to responsible water usage, our
operational activities include water intake
into our pits, water supply to our processing
plants, and water discharge into the Dnipro
River, which is the main natural water body
in the region where our facilities are located.
We operate in a region with a low risk of water
scarcity, though understand the importance
of conserving water resources. We have
developed a set of measures aimed at
preventing pollution and depletion of water
bodies, including their rational use. This is not
only about complying with environmental
norms and standards, but also about taking
an active stance on reducing harmful
emissions and using resources sparingly.
One of the key areas in which Ferrexpo’s
companies make a significant contribution to
environmental conservation is the effective
treatment and reuse of wastewater. We
operate a recirculating water supply system
with a tailings storage facility (“TSF”), which
serves as both a wastewater receiver and
a source of supply for all recirculating
production water supply systems. The TSF
receives quantities of pit water and water
runoff that form as a result of precipitation
on the surface of the pit and industrial sites.
In the TSF, wastewater is clarified, averaged,
and returned to ensure the uninterrupted
operation of the circulating water supply
for the main production. Before being
discharged into the Dnipro River, the return
wastewater generated by operational
activities undergoes preliminary treatment
at bioengineering treatment facilities.
Bioengineering treatment facilities are
a highly effective environmental protection
measure that comply with water protection
legislation and minimise the impact on
water bodies.
In 2025, approximately 97% of the overall
water extraction was the result of dewatering
(removing water that has entered the
open pit operations). That same year, the
processing complex reused 98% of the
processed water.
70 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Biodiversity
We aim to improve wider understanding
of the natural environment by engaging
with local communities and implementing
measures to improve environmental
stewardship beyond activities that
control directly.
In recent years, we have developed
a baseline understanding of biodiversity
around our operations. An analysis was
conducted and recommendations were
received covering strategy, risk management,
and reporting on biodiversity issues.
Ferrexpo does not operate within any areas
that are classified as protected on a national
or international basis. Due to the Company’s
dedication towards the environmental
protection standards in the region, our
operations do not have any known impacts
on the local flora or fauna.
Engagement
Through collaboration, we strive to minimise
our environmental impact by reducing
emissions, implementing responsible
waste management, and using modern
environmental technologies.
Ferrexpo’s ‘Green Mine Initiative’ is part of
the Company’s strategy to reduce its carbon
footprint, develop a circular economy and
ensure sustainable mining.
One of the key areas in which
Ferrexpo’s companies make
asignificantcontributionto
environmental conservation
is the effective treatment
and reuse of water.
97%
of overall water extraction
occurred as a result of dewatering
98%
processing plant process
water recycled
71FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
RESPONSIBLE BUSINESS
CONTINUED
As of the date of this report, Ferrexpo’s
Board is 20% female (31 December
2024: 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
in the People section and in the Corporate
Governance Report.
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 and, although Ferrexpo fell out of
the FTSE 250 index in June 2025, the search
remained focused on restoring gender
balance and to meeting the gender and
ethnic diversity expectations for UK-listed
companies. However, in the context of
the war in Ukraine and its impact on the
Group, the Board believes that these
objectives must be pursued in a way that
does not compromise the immediate
skills and experience needed to navigate
the current operating environment.
The ongoing search process is therefore
aimed at identifying candidates who can
support progress on diversity while also
bringing the capabilities most relevant
to the Group’s present circumstances.
Although a number of candidates were
considered in the year, none has yet fully met
this combination of criteria, and the search
remains ongoing.
BUILDING TRUST
Sound corporate governance builds
stakeholder trust and the benefits
associated with a good 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.
Board changes and position appointments
In January 2025, Non-executive Director
Natalie Polischuk resigned from the Board
of Ferrexpo plc. Ms Polischuk was Chair
of the Health, Safety, Environment and
Communities (“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
was appointed a member of the Audit
Committee and also appointed as Chair
of the HSEC Committee.
Following Ms Polischuk’s resignation,
the Board continues to have a majority
of independent Non-executive Directors.
As previously announced, the Company
has an ongoing process to search for a new
independent Non-executive Director and
as part of this search, the Company will
also take into account ethnic and gender
diversity on the Board.
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.
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 and
address 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 the section on stakeholder
engagement for more information.
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.
The Group is focusing
on increasing diversity
further down its
organisational structure.
72 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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 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 2024 available on the Group’s website and the report for 2025 expected to be released in 2026.
Reporting requirements Reports, policies and standards Additional information Risks
Environmental • Climate Change Report
• Responsible Business Report
• Tailings Management
Net Zero pathway, pages 68 to 71
Energy consumption, page 69
Climate Change Report on www.ferrexpo.com
Principal Risks,
pages 102 to 115
Employees • Ethics and Responsible Business
Policy
• Code of Conduct
• Health and Safety Policy
People section, pages 22 to 27
Health and safety, pages 64 to 65
DEI, pages 66 to 67
Responsible Business Report on www.ferrexpo.com
Principal Risks,
pages 102 to 115
Human rights • Human Rights Policy
• Data Privacy Policy
• Anti-Slavery and Trafficking
Statement
• Information Security
People section, pages 22 to 27
DEI, pages 66 to 67
Ferrexpo Code of Conduct
www.ferrexpo.com/about-ferrexpo/corporate-
governance/policies-and-standards
Principal Risks,
pages 102 to 115
Social matters • Donations Policy
• Community Policy
Operating during a time of war, pages 18 to 21
Community and civil society, page 77
Responsible Business Report
www.ferrexpo.com/responsibility/supporting-
communities
Principal Risks,
pages 102 to 115
Anti-corruption and
anti-bribery
• Anti-Bribery Policy
• Anti-Money Laundering and
• Counter Terrorist Financing Policy
• Fraud Risk Management
• Whistleblowing Policy
Internal controls, page 155
Governance, pages 72 to 78
Governance Report, pages 119 to 188
www.ferrexpo.com/about-ferrexpo/corporate-
governance/policies-and-standards
www.ferrexpo.com/whistleblowing
Principal Risks,
pages 102 to 115
Principal risks and
impact on business
activities
Business Model, pages 28 to 31
Risk Management, pages 100 to 101
Viability Statement, pages 116 to 118
Going Concern Statement, page 184
Principal Risks,
pages 102 to 115
Non-financial KPIs Key Performance Indicators, pages 36 to 39
73FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
STAKEHOLDER ENGAGEMENT – SECTION 172
We engage with our stakeholders on an ongoing
basis to understand what matters to them and
how we can create common value.
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 as presented in 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
workforce.
• 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 2025 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 largely led
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 workforce and communities
located at 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. This was performed for
Scope 1, 2 and 3 emissions and the LTIFR
measure. To save costs, unlike in 2024,
limited assurance for seven human resources
related reporting criteria was not repeated
for 2025.
74 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OPERATING DURING A TIME OF WAR
During the year, the main focus of the
Board was to continue to operate during
a time of prolonged 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 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 the section Operating
during a time of war on pages 18 to 21.
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 18
Our People section 22
Responsible Business: Health and Safety 64
Responsible Business: Diversity, Equity and
Inclusion
66
Suppliers and
customers
Market Review 12
Strategic Framework 32
Local communities
Environment
Operating during a time of war 18
Responsible Business: Net Zero pathway 68
Scenario analysis selection and TCFD 80
High standards
of business
Business Model 28
Responsible Business Review 62
Responsible Business: Governance 72
Risk Management 100
Investors Interim Executive Chair’s Statement 4
Chief Financial Officer’s Statement 10
Business Model 28
Value Proposition 29
The Board considers
stakeholder interests and
the potential impact of its
decisions for the purposes
of section 172 of the
Companies Act 2006.
75FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
STAKEHOLDER ENGAGEMENT
– SECTION 172
CONTINUED
The table on the following pages
details how the Board interacts
with stakeholders.
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.
How we engaged
• Director Designate for Workforce
engagement
• In-person sessions with Directors
• Employee townhalls
• Employee engagement survey
• Weekly meetings with managers
• Print and digital channels and social
media are used for internal and
external communications
• Company newspaper “The Miner”
What matters to them
• Health and safety
• Job security
• Market related pay
• Career development
• Future investment
• Humanitarian support
• CSR activities
• Support for veterans
What was important in 2025
• Concerns about business continuity
due to ongoing war.
• The decision of the Ukrainian tax
authorities to suspend VAT refunds has
had a severe impact on Group liquidity
and forced a downscale in production,
and in turn from time to time parts of
the workforce were placed on furlough
or reduced working hours
• Support for colleagues serving in the
Armed Forces of Ukraine and veterans
• Visit to operations by designated
Employee Engagement Director
• Employee engagement survey
Feedback and response of the Board
To ensure effective engagement,
the Board recognises the importance
of a strong presence in Ukraine.
As a Ukrainian resident, former Non-
executive Director Vitalii Lisovenko, also
served as the Board’s nominated
representative for workforce engagement
and visited operations during 2025.
The Board regularly interacts with the
Group’s executive management team
through its various committees.
We have a broad range of financial
stakeholders, most 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
• Voluntary reporting, in particular the
Responsible Business Report
• 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 was important in 2025
• Business continuity due to ongoing
war in Ukraine
• Legal proceedings in Ukraine against
the Company
• Weakness in iron ore markets
Feedback and response of the Board
The majority of the Board of Directors
attended the 2025 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 on external
communications activities.
Workforce and unionsFinancial markets
76 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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.
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
What matters to them
• Local issues
• Education and health initiatives
• Employment support and professional
development
• Humanitarian and charity support
• Corporate governance standards
What was important in 2025
• US$29 million spent on more than 100
humanitarian projects and initiatives
and CSR spending since February 2022
The decision of the Ukrainian tax
authorities to suspend VAT refunds has
had a severe impact on Group liquidity
and forced a downscale in production,
and in turn reduced demand for products
and services from its suppliers
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$29 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.
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$502 million to suppliers in 2025
(2024: US$657 million)
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
What matters to them
• Business continuity
• Availability of logistics capacity
• Alignment with Ferrexpo supplier
standards
• Reduction of emissions
What was important in 2025
• Site visits to existing and potential
suppliers in Europe, MENA, and Asia
• Business continuity due to ongoing war
in Ukraine
• Legal cases against the Company
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.
Our customers include steel mills in
Europe, MENA and Asia, in addition to
commodity traders around the world.
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
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 2025
The decision of the Ukrainian tax
authorities to suspend VAT refunds has
had a severe impact on Group liquidity
and forced a downscale in production.
Missile strikes on energy infrastructure
resulted in production stoppages and
delays to exports
• 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
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.
Communities and
civil society
Suppliers Customers
77FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
STAKEHOLDER ENGAGEMENT
– SECTION 172
CONTINUED
Our government stakeholders are state agencies and representatives in Ukraine,
Switzerland and the UK, as well as other jurisdictions. 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 2025
• 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.
The decision of the Ukrainian tax authorities to suspend VAT refunds has had a severe
impact on Group liquidity and forced a downscale in production, resulting in reduced
socio-economic contributions to Ukraine.
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, Executive Committee 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.
THE ENVIRONMENT
The Board’s principal engagement with
stakeholders on environmental matters
is through the Board-approved annual
Responsible Business Report and updated
Climate Change Report
The Group’s 2024 Responsible Business
Report, published in 2025, 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.
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. The Group decided not to refresh
the Climate Change Report in 2025
because there were no significant changes
to warrant an update until the war in
Ukraine is over.
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.
Government
78 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Towards the end of 2024 and into 2025,
Ferrexpo launched a video series “Veterans
and Veteran Wives”, 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 to ensure
future generations will also have access to
our experiences, in the hope that this will
preserve a true and full picture of events
and contribute to a more peaceful future.
A video featuring each of the veterans and
their partners is released near the same
time, so that viewers can see their unique
stories from twin perspectives.
Veterans and partners video series
“ I dream of peace
after our victory”
VETERAN PARTNER
“ I couldn’t let him
know how I was
really feeling”
Valerii Yevtushenko Oleksandr TkalychOlha Yevtushenko Inna Tkalych
“ Our country hasn’t
surrendered”
VETERAN PARTNER
“ I believed
and I still do”
“ Veterans are
a powerful force
destined to transform
our country
for the better”
VETERAN PARTNER
“ I recorded and
listened to his
voice again”
Andrii Burdyaev Oleksii KamentsevOlha Kaporina Valeriia Kamentseva
VETERAN PARTNER
“ We have endured
because of unity”
“ The front felt close,
like it was right there”
“ Thank you for
not being afraid”
VETERAN PARTNER
“ Care, love,
attention, hugs”
Mykhailo Svariienko Oleh SpodinOksana Svariienko Olexandra Kabanova
VETERAN EX PARTNER
“ Hugs not pity”
“ Tell him I love
him very much”
“ My time’s come”
VETERAN PARTNER
“ It is important we
keep fighting for
ourselves and
never give up”
Oleksandr Kushnir Yana Kalinichenko
Scan the QR code to
see our Veterans and
Partners video series
“ Our country hasn’t
surrendered”
VETERAN PARTNER
“ I believed and
I still do”
Mykola Kokhan Nataliia Kokhan
79FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD)
For the 2025 reporting period, Ferrexpo’s
climate-related financial disclosures
have been prepared in line with the
requirements of UK Listing Rule 6.6.6R(8)
and section 414CB of the Companies Act
2006. Ferrexpo considers that it has made
disclosures consistent with the four TCFD
recommendations, covering Governance,
Strategy, Risk Management, and Metrics
& Targets, and associated eleven
recommended disclosures.
Following last year’s partial incorporation
of core elements of International
Sustainability Standards Board’s (“ISSB”)
International Financial Reporting Standard
(“IFRS”) S2 in our reporting, this year we
have voluntarily maintained (and
strengthened) selected elements of the
standard to enhance transparency and
respond to evolving investor expectations.
While our climate goals remain in place,
our current priority is to maintain
employee welfare, business continuity and
asset safeguarding during the challenging
operating environment that persists.
We intend to resume plans for further
development of climate-related initiatives
as conditions allow.
80 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
How Ferrexpo complies Actions in 2025
BOARD OVERSIGHT
The Board of Directors retains ultimate
accountability for overseeing Ferrexpo’s
overall strategy, including the climate-
related risks and opportunities. Climate
considerations are integrated into the
Board’s decision-making process, including
in relation to risk management, annual
budgeting, operational resilience and
long-term capital allocation.
SUPPORTING COMMITTEES
The Board is supported by the Health,
Safety, Environment and Communities
(“HSEC”) Committee, which is responsible
for the management of climate-related
matters across Ferrexpo. The HSEC
Committee receives regular structured
updates on climate-related matters from
members of the executive management
team and other internal subject matter
experts, supplemented by external
advisor insights.
The HSEC Committee provides quarterly
reports to the Board outlining Ferrexpo’s
progress against climate-related objectives,
the Group’s climate-related risk exposure
and performance against climate-related
metrics and targets. A monthly HSEC Report
is also provided to and reviewed by the
Executive Committee to ensure alignment
between strategic objectives
and operational performance.
The HSEC Committee comprises the
following members:
• Fiona Macaulay – Chair of the HSEC
Committee. Fiona was appointed Chair
of HSEC committee in January 2025.
• Yuriy Khimich – Corporate Social
Responsibility Project Leader in
Ukraine & General Director of Ferrexpo
Belanovo Mining.
• Greg Nortje – Chief Human
Resources Officer.
• Nataliya Storozh – Director for
Occupational Health and Safety
in Ukraine.
The Audit Committee serves as a partner
to the Board by monitoring Ferrexpo’s
overall risk exposure, risk appetite, and
effectiveness of risk management including
internal control systems which entails
climate-related matters. The Audit
Committee is assisted in its oversight
role by the Finance, Risk Management
and Compliance Committee (“FRMCC”),
which undertakes both regular and ad hoc
reviews of risk management controls and
procedures, including in relation to the
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 governance structure and combined
roles and responsibilities of the various
committees and their respective members
ensure robust, comprehensive and inclusive
oversight of ESG topics, including climate-
related risks and opportunities across
Ferrexpo’s operations and business.
This structure leverages the expertise
and experience of the committee
members, enabling the development and
implementation of effective strategies
and actions to address climate-related risks
and capitalise on identified opportunities.
Climate change was included as a standing
agenda item at all scheduled Board
meetings in 2025. The HSEC Committee
met four times during the year (also four
times in 2024). Climate change is highlighted
as a standing agenda item at all scheduled
HSEC meetings throughout the year.
FURTHER REFINEMENTS
Ferrexpo is committed to the continued
delivery of climate-related education for the
Board through ESG Engagement Sessions.
These include, for example, sessions on
evolving climate related legislation and
regulations, as well as the emerging UK and
EU climate-related policies and expectations
on climate change reporting. In 2025, two
climate-focused education sessions were
delivered to the Board by our auditors,
MHA, as part of the ESG Engagement
Sessions program.
Through our sustainability consulting
partner, we are also monitoring the progress
related to the UK Sustainability Reporting
Standards (“UK SRS”) and the IFRS
Standards (“S1 & S2”).
GOVERNANCE
Board oversight of climate-related risks and opportunities
81FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Risk Management process
TCFD
CONTINUED
Management plays a central role in
identifying, assessing and managing
climate-related risks and opportunities
within Ferrexpo’s overall Enterprise Risk
Management (“ERM”) framework.
EXECUTIVE COMMITTEE
The Executive Committee, chaired by
Interim Executive Chair Lucio Genovese,
oversees the implementation of Ferrexpo’s
climate strategy, monitoring of controls
(planned and implemented), and mitigation
of Ferrexpo-wide risks. The Committee is
supported by the members representing
various essential business functions,
including Operations, Human Resources,
Marketing, Finance, and Engineering.
In 2025, the FRMCC met nine times to
review Ferrexpo’s risk profile, including
climate-related risks. During the year, the
FRMCC integrated the outcomes of the
2025 climate materiality assessment
review into the risk register and oversaw
management’s refinement of associated
controls and response plans.
GOVERNANCE CONTINUED
Management’s role in assessing and managing climate-related risks and opportunities
How Ferrexpo complies Actions in 2025
Regular updates on climate-related
performance, regulatory developments and
progress against strategic climate objectives
are reviewed as part of the Executive
Committee’s standing agenda.
Ferrexpo’s executive management team
monitors and assesses climate-related
risks through its internal risk monitoring
processes as part of the FRMCC, which
is chaired by Nikolay Kladiev, the Chief
Financial Officer. The FRMCC is responsible
for evaluating climate-related risks within
the wider risk register, ensuring alignment
with Ferrexpo’s risk appetite and overseeing
the effectiveness of mitigation actions.
Further detail on the processes used to
identify, assess and manage climate-related
risks and opportunities is provided in the
‘Risk Management’ section of this report.
Governance structures and risk management processes
Finance, Risk Management and Compliance Committee
–Monitorscentralisedfinancialriskmanagementstructures.
– Monitors Group compliance.
–OverseesGroupandlocalcomplianceofficers.
Operational level
– Ensures risk management processes and internal controls are embedded across all Ferrexpo operations.
Internal audit function
– Supports the Audit Committee in reviewing the effectiveness of risk management.
– Oversees internal control systems.
Executive Committee
– Assesses and mitigates Group-wide risk.
– Monitors internal controls.
Audit Committee
– Supports the Board in monitoring risk exposure and risk appetites.
– Reviews effectiveness of risk management and control systems.
HSEC Committee
– Oversees corporate social responsibility related matters
and performance.
Ferrexpo Board
– Holds overall responsibility for maintaining sound risk management and internal control systems
–Setsstrategicobjectivesanddefinesriskappetite.
– Monitors the nature and extent of risk exposure.
Risk Management responsibility
Policies
Procedures
82 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
How Ferrexpo complies Actions in 2025
In collaboration with our sustainability
consultancy partner – Ricardo, a global
strategic engineering, environmental, and
technical consultancy and a member of WSP,
Ferrexpo undertook a comprehensive review
of its climate-related risks and opportunities
in 2024. This drew on insights from the
latest science at the time, regulatory
developments, our 2023 Double Materiality
Assessment (“DMA”) and industry specific
frameworks, such as the SASB Extractives
and Mineral Processing Sector Standards.
In 2025, we re-reviewed the 63
climate-related risks and opportunities
identified in 2024. This review confirmed
that 29 of the 30 previously identified
material risks and opportunities remained
material. The material issues were grouped
into six focus areas:
1 Energy & Emissions,
2 Climate-related Policy & Legislation,
3 Market Demand – Green Steel,
4 Stakeholder Climate Consciousness,
5 Circular Economy Principles,
6 Physical Climate Risks.
As part of the annual refresh, in 2025 we
reviewed the 63 climate-related risks and
opportunities identified in 2024, which
resulted in 29 (14 risks and 15 opportunities)
assessed as material based on multiple
criteria (potential magnitude, likelihood and
business impact). “Heatwaves” which was
assessed as a material risk within the 2024
“Physical Climate Risk” focus group area,
was reassessed in 2025 and determined no
longer to meet the threshold for financial
materiality. See Actions in 2025 for more
details. As heatwaves was the only material
risk in the Physical Climate Risk grouping,
we now only have five focus areas.
Our climate-related risks and opportunities
were considered over the following time
horizons: short- (2025-2030), 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. These horizons ensure that
climate-related impacts are integrated into
operational planning, investment decisions
and long-term strategic choices.
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 of strategy considering climate-
related 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 Ferrexpo is available on page 113
in this report.
In 2025, our refresh process for material
climate-related risks and opportunities was
informed by emerging global and regional
trends (where applicable and available), as
well as evolving legislative and regulatory
requirements. This included insights from
last year’s TCFD disclosures, our 2024
climate change regulatory analysis (see our
Climate Change Report for more detail)
and the output of our 2023 DMA.
The 2025 review confirmed that no new
climate-related risks or opportunities were
identified that materially alter Ferrexpo’s
existing climate risk profile.
The removal of “heatwaves”, as a standalone
risk within the “Physical risk” focus area in
the 2025 assessment, does not indicate
a reduction in oversight. This reassessment
reflects a review of updated asset-level
exposure assessment in Ukraine, operational
performance data and the effectiveness of
existing mitigation and adaptive controls.
In particular, Ferrexpo’s operating assets are
not located in regions currently assessed as
highly vulnerable to prolonged or extreme
heat events and historical operating data
has not indicated a material impact on
production continuity, asset integrity or
financial performance from heat-related
events. The change does not materially
affect Ferrexpo’s principal climate-related
risk profile or the conclusions from the 2024
climate scenario analysis other than to
remove the “Physical risk” focus area.
FURTHER REFINEMENTS
Ferrexpo’s operating assets are located
in Ukraine, which is assessed as vulnerable
to prolonged and extreme heat events;
however, historical operating data has not
indicated a material impact on production
continuity, asset integrity or financial
performance from heat-related events
to date.
Ferrexpo also intends to continue to update
and refine the process of identifying climate-
related risks and opportunities, including
those related to wider sustainability issues.
STRATEGY
Climate-related risks and opportunities identified over the short, medium and long term
83FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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TCFD
CONTINUED
Climate change considerations are central
to Ferrexpo’s business model. As part of
a scenario analysis, Ferrexpo considered
potential impacts across revenues,
expenditures, assets and liabilities,
capital, and financing. These considerations
informed the qualitative evaluation of
climate-related risks and opportunities,
including the high, medium and low
ratings presented in this report. Outcomes
from the 2025 TCFD refresh will also inform
future Climate Change Reports and the
2026 Annual Report and Accounts.
However, disclosure of more specific,
particularly quantitative, financial planning
impacts remains subject to commercial
sensitivity considerations.
The climate-related risks and opportunities
identified through scenario analysis form
a core input to Ferrexpo’s business strategy
and financial planning across the defined
short-, medium-, and long-term horizons.
These insights guide the Company’s
strategic decisions and investment priorities
to effectively mitigate risks and capture
emerging opportunities in line with our
long-term sustainability objectives. Key
areas of focus include the expansion of
direct reduction pellet production,
investment in low-carbon technologies, and
the transition to renewable energy sources.
See page 83 under the “Strategy – climate
risks and opportunities and scenario
analysis” section, which discusses the
prioritisation of climate-related risks.
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 change in demand for
iron ore feedstocks that enable the
transition to lower emissions steelmaking.
Nevertheless, we remain focused on
meeting our regulatory obligations and
aligning with a 1.5°C pathway, even in
the event that the war in Ukraine is
prolonged. Our GHG targets and planned
decarbonisation investments remains
on track as described further on
pages 68 to 69.
We continued to monitor the potential
impacts of the EU CBAM, Ukraine’s EU
accession and other policy developments.
For example:
• With changes to the EU CBAM with the
release of the Omnibus 1 Package in
February 2025, as an exporter to EU
customers, Ferrexpo expects increased
scrutiny and data demands on our
GHG emissions reporting and data
management practices.
• The requirement in 2025 to procure grey
electricity outside Ukraine has affected
our green electricity procurement
strategy and our Scope 2 emission
reduction progress.
• Plans to electrify our mining fleet have
been delayed due to the war.
• The market demand and transition
to green steel in Europe is progressing
slower than previously anticipated,
due to delayed progress in the scaling
of affordable green hydrogen.
We have also been following the
development of the Transition Plan
Taskforce (“TPT”) Disclosure Framework,
with a focus on the Metals & Mining Sector.
Furthermore, as Ukraine advances towards
an emissions trading scheme (“ETS”) with
a first pilot launch now expected in 2028,
followed by a second operational phase no
earlier than three years after the cancellation
of martial law. This may face further delays
due to the ongoing war and will begin after
economic stabilisation. To mitigate the
impacts of the EU CBAM and ETS, Ferrexpo
remains focused on reducing the embodied
carbon in our products. We continue to
conduct further desktop 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 and to more comprehensively
consider short- and long-term impacts.
In 2025, we continued to review and
strengthen our resilience measures against
material risks and opportunities. Further
details can be found on pages 94 to 98
of this report.
FURTHER REFINEMENTS
While specific details of our financial
analyses are considered commercially
sensitive, we plan to advance and further
invest in the quantitative analysis of our
other material climate-related risks and
opportunities to strengthen our transition
planning, with the aim of publishing our
results in future reports.
STRATEGY CONTINUED
Impact on the business, strategy and financial planning
How Ferrexpo complies Actions in 2025
In 2024, 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. A complete description of
business impacts under each focus
area is available on page 95.
84 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
How Ferrexpo complies Actions in 2025
In 2024, 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 used climate
scenarios from publicly available,
scientifically recognised independent
climate change authorities. 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.
Additionally, in 2024 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. Resiliency and adaptive
capability measures were reviewed 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.
Further details and justification
of the scenarios used can be found
on pages 97 to 98.
The modelling we undertook in 2024
provides insights into our resilience efforts
and planning for various climate-related
risks and opportunities identified. 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 continually monitored
and solutions being investigated.
Through 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 and in place to manage
the identified material climate-related risks
and opportunities.
Please refer to pages 19 to 34 in the 2024
Climate Change Report for further detail
on our TCFD process and results of the last
TCFD comprehensive climate scenario
analysis review.
In 2025, Ferrexpo has implemented
additional resiliency measures to further
reduce emissions across our operations.
These include:
• The increase in production of iron ore
concentrate, which does not require
pelletization. This shift contributes to
lower Scope 1 and 2 emissions, while
enhancing business resiliency by enabling
continued production and supporting
new product development.
In addition, we are advancing circularity
initiatives to improve resilience and resource
efficiency related to water use. Our
long-term goal is to implement a fully closed
water management system, enabling water
collection from tailings storage facilities and
pits for reuse in processing. By the end of
2025, we achieved a 98% closed-loop water
circuit system in our operations. By applying
circular economy principles to water
management, this initiative reduces energy
demand associated with water withdrawal
and recycling, supporting lower operational
emissions across Ferrexpo’s operations.
Between TCFD refresh cycles, we continue
to strengthen Ferrexpo’s resilience to
regulatory changes. For example, as access
to Ukrainian ports has been restored, our
access to global markets has improved,
allowing us to progressively expand our
market reach in non-EU markets. This has
reduced our dependence on solely EU
markets and in turn reduced our exposure
to EU CBAM.
For a detailed overview and progress update
on Ferrexpo’s new and existing resilience
strategies to mitigate risks and leverage
opportunities under each focus area, refer
to pages 94 to 98 in this report, as well
as pages 68 to 71 in our Responsible
Business Report.
FURTHER REFINEMENTS
To align with leading 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.
STRATEGY CONTINUED
Resilience of strategy considering climate-related scenarios
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TCFD
CONTINUED
Ferrexpo’s Board of Directors, including the
Interim Executive Chair, oversees Ferrexpo’s
strategy and future direction. This includes
overall responsibility for the identification
and assessment of emerging and principal
risks (including climate change) and
associated strategies to manage and
mitigate such risks.
Ferrexpo 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 financial impact,
probability, maximum foreseeable loss,
trends, and mitigating actions.
The risk register is reviewed monthly and
discussed by executive management and
the finance and legal teams 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 on a quarterly basis. The reports
are ultimately escalated to the Board
through the Audit Committee 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.
In 2025, Ferrexpo completed a review of
the outputs of the 2024 climate scenario
analysis and climate-related risk assessment.
This review confirmed that no new climate-
related risks or opportunities were identified
that would materially alter Ferrexpo’s
existing climate risk profile. As part of this
process, heatwaves were removed as
a standalone climate-related risk, reflecting
updated analysis and operational controls.
This does not materially impact Ferrexpo’s
assessment of its principal climate
change risk but does remove the focus
area for physical risks in 2025 climate
scenario analysis.
FURTHER REFINEMENTS
We plan to continue to monitor and assess
the risks and opportunities that were not
deemed financially material in previous
assessments, as they may become more
relevant in the future due to changes in the
markets and regulatory landscapes.
We also plan to continue to monitor climate
risks and opportunities integrated into
our risk register, which are assessed and
managed under Ferrexpo’s risk management
process. Refer to the “How processes for
identifying, assessing, and managing
climate-related risks are integrated into
overall risk management” section below
for further information.
RISK MANAGEMENT
Processes for identifying and assessing climate-related risks
How Ferrexpo complies Actions in 2025
In 2024, 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 affects how
our products are sold into the EU. This policy
and regulatory analysis support Ferrexpo’s
process for identifying and assessing
climate-related risks by providing critical
insights into regulatory impacts and
potential vulnerabilities.
Refer to the Principal Risks section
on page 113 for further information
on climate risk integration amongst
our other principal risks.
86 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
How Ferrexpo complies Actions in 2025
To effectively manage climate-related
risks, the Board holds the responsibility to
continuously oversee our risk management
and internal control systems, with support
from the Audit Committee, Executive
Committee, HSEC Committee, and FRMCC,
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 pages 94 to 98, which discusses
the materiality process and prioritisation
of climate-related risks).
The Interim Executive Chair, Chief Financial
Officer, Chief Operating Officer, Chief Human
Resources Officer, and Interim 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 113.
The ongoing war in Ukraine has created
unprecedented operational and financial
challenges, resulting in delays out of our
control to the planned implementation
of our climate-related programmes,
necessitating that we shift our current
focus from decarbonised growth to business
continuity and resilience.
While we remain committed to our climate
targets and goals in the long term, we are
prioritising employee safety and welfare,
and business continuity during these
challenging times. With significant
disruptions to electricity supply, the
Ukrainian rail network, and the broader
instability, our shift in focus takes into
account the dynamic operating environment
that continues to prevail as a result of the
war in Ukraine. Continuous monitoring,
transparent communication of progress,
and adapting strategies to emerging
conditions will be essential for managing
the impact of these disruptions effectively.
FURTHER REFINEMENTS
We plan to continue to manage climate
risks and opportunities integrated into
our risk register under Ferrexpo’s risk
management process.
RISK MANAGEMENT CONTINUED
Processes for managing climate-related risks
Climate-related risks are integrated into
Ferrexpo’s Group Risk Management
Framework and are managed through the
same governance, assessment and reporting
processes as other material business risks. In
practice, this means climate-related risks
and opportunities are identified through
functional risk reviews, scenario analysis,
external intelligence and regulatory
monitoring; assessed using the Group’s
probability and impact methodology,
including financial, operational,
environmental, legal, safety and reputational
factors; assigned to Risk Owners; and
recorded in the Group Risk Register.
We are focused on providing our
stakeholders with an update on our
progress in implementing our 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, and how these are integrated
into Ferrexpo’s overall risk management.
Further details of Ferrexpo’s climate
transition plans are available in our
Climate Change Report update
published in December 2024.
How processes for identifying, assessing, and managing climate-related risks are integrated
into overall risk management
How Ferrexpo complies Actions in 2025
Material risks are reviewed through ERM
reporting, with oversight by the FRMCC,
EXCO, Audit Committee and Board, and
mitigation actions and controls are
considered as part of the residual
risk assessment.
Further details of our risk management
processes are set out above and also in
the Risk Management section on pages
100 to 101.
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TCFD
CONTINUED
Ferrexpo uses a wide range of climate-
related metrics including GHG emissions
(Scopes 1, 2 and 3 and emissions intensity),
as well as other significant air emissions
(including SOx and NOx), fuel consumption,
water usage and return, waste generation
and land use including biodiversity baseline
mapping to assess and manage climate-
related risks and opportunities. Further
details on these metrics, including the
Emissions and Environment metrics are
provided on pages 68 to 71, and in the Scope
1, 2 and 3 greenhouse gas emissions and
Targets disclosures on pages 88 to 89.
For more information on our emissions data
(Scope 1, 2 and 3) and climate-related
metrics, please see pages 68 to 71 in this
report and our 2024 Responsible Business
Report, which have been prepared with
reference to the Global Reporting Initiative
(“GRI”) standards.
As part of the 2024 TCFD refresh, our
monitored climate-related metrics were
re-evaluated to ensure they continue to
align with Ferrexpo’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 Ferrexpo’s
operations and products, and their ability
to effectively track policy, market, and
technological changes.
As a result of the ongoing war in Ukraine,
the Group’s short-term executive incentive
arrangements do not currently incorporate
specific climate-related performance
targets or annual targets linked to Scope 1
or Scope 2 emissions reduction. The plan
does, however, include a key performance
indicator relating to compliance with the
Group’s environmental plan, covering
broader mining environmental compliance
measures such as ore dilution ratio, stripping
ratio, discharge of pollutants, topsoil
removal and storage, and radiation levels.
Climate change related metrics are expected
to be reintroduced when the war ends.
Separately, awards under the Group’s the
Long-term Incentive Plan (“LTIP”) are subject
to an underpin that enables the Board to
reduce or cancel share grants where it
considers that executives have not delivered
against the Board’s strategic priorities, which
include climate-related targets. We set
annual targets that are aligned with our
medium-term carbon reduction goals for
Scope 1 and Scope 2 emissions, aiming for
50% reduction by 2030.
FURTHER REFINEMENTS
Despite the challenges of war in Ukraine,
Ferrexpo continues to monitor climate-
related metrics and developing policy
landscapes such as EU CBAM and Ukraine
ETS to ensure the alignment of our business
strategy and resiliency responses with
our targets, so that we remain responsive
to evolving market demands and
environmental imperatives.
METRICS AND TARGETS
Metrics used to assess climate-related risks and opportunities
How Ferrexpo complies Actions in 2025
CLIMATE-RELATED
REMUNERATION POLICIES
As a result of the ongoing war in Ukraine,
the Group’s short-term executive incentive
arrangements does not currently
incorporate specific climate-related
performance targets or annual targets
linked to Scope 1 or Scope 2 emissions
reduction. The plan does, however, include
a key performance indicator relating to
compliance with the Group’s environmental
plan, covering broader mining environmental
compliance measures such as ore dilution
ratio, stripping ratio, discharge of pollutants,
topsoil removal and storage, and radiation
levels. Climate change related metrics are
expected be reintroduced when the war
ends. Separately, awards under the Group’s
the Long-term Incentive Plan (“LTIP”) are
subject to an underpin that enables the
Board to reduce or cancel share grants
where it considers that executives have
not delivered against the Board’s strategic
priorities, which include climate-related
targets. We set annual targets that are
aligned with our medium-term carbon
reduction goals for Scope 1 and Scope 2
emissions, aiming for 50% reduction
by 2030.
More information can be found on
page 174, and throughout our 2024
Climate Change Report.
88 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
How Ferrexpo complies Actions in 2025
We have calculated Scope 1, 2 and 3
emissions, including our reductions to date
against a 2019 baseline (see pages 68 to 69
in 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
GRI framework. Through the use of carbon
factors provided by the Greenhouse Gas
Protocol, the Group is able to provide carbon
dioxide-equivalent emissions figures
(“CO
2
e”) that also account for emissions
of both methane (“CH4”) and nitrogen oxide
(“N2O”). We include historical periods to
allow for trend analysis.
In 2024, for the second consecutive year, the
Group’s principal auditor, MHA, independently
assured our Scope 1 and Scope 2 emissions.
While the Group had planned to repeat this
assurance process in 2025 and expand its
scope to include Scope 3 emissions,
budgetary constraints meant that this work
could not proceed. The Group intends to
resume independent assurance, including
consideration of Scope 3 emissions, when
financial circumstances improve.
The Group emissions on a kg/t unit basis
from 2019 to 2025 are as follows:
• Scope 1 emissions: reduced by 29%
• Scope 2 emissions: reduced by 47%
• Scope 3 emissions: increased by 53%
METRICS AND TARGETS CONTINUED
Scope 1, 2 and 3 greenhouse gas emissions
In 2024, we collaborated with our
sustainability consulting 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.
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 and then reinstated
in our second updated Climate Change
report in 2024.
We continue to develop our decarbonisation
and net zero strategy to support the
achievement of our emissions targets.
Some programmes, such as plans to
electrify our mining fleet, remain on hold
due to the practicalities of operating during
ongoing war time. As such, our targets have
been put on hold in FY25. However, our
intention to reach net zero, in particular to
advance decarbonisation through resilient
strategies that support the transition to
low-carbon steel and enable sustained
emissions reductions, still stands, and our
ambitions in the field were published in
our second Climate Change Report.
Targets to manage climate-related risks and opportunities
How Ferrexpo complies Actions in 2025
Our targets included achieving 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). In FY25, these
have been put on hold due to the ongoing
war in Ukraine.
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 ongoing war, Ferrexpo remains focused
on decarbonisation, aiming to reduce
emissions across our operations.
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TCFD
CONTINUED
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 for scenario analysis
in 2024 to help strengthen our resiliency strategies to maximise climate-related opportunities and minimise risks.
Overview of scenario analysis process used in 2024
Update strategic
and resilience
responses, as
required
Define strategic
actions the company
will take in response
to the scenario
outcomes, ensuring
Ferrexpo remains
resilient and
adaptable to future
climate challenges.
Business impact
analysis
Analyse the risks and
opportunities under
the scenarios and
evaluate their short,
medium, and
long-term impacts on
business operations,
strategy, and financial
performance.
Scenario
analysis
Conduct qualitative
analysis of material
risks and opportunities
under each climate
scenario and assess
how these could evolve
across time horizons.
Climate
scenario
selection
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.
Materiality
scoring &
consolidation
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.
Identification
and review of
climate-related
risks and
opportunities
Determine key
climate-related risks
(e.g., physical risks,
transition risks) and
opportunities that
may arise over the
short, medium, and
long term.
90 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Updates to Risk & Opportunity Prioritisation Matrix
In 2025, we re-reviewed our 63 climate-related risks and opportunities, which resulted in 29 (14 risks and 15 opportunities) assessed
as material. No new risks or opportunities were identified in 2025. The reduction of one former material risk from 2024 was related
to the previously identified “Physical Climate Risk” focus area, which considered the acute physical risk, heatwaves. As heatwave was
the only material risk related to Physical Climate Risk, this focus area has been removed. Nevertheless, we will continue to revisit
and re-assess the potential materiality of heatwaves and other climate-related physical risks during future refreshes.
PROBABILITY
IMPACT
CEP
CP
PCR
GS
EE
SCC
3.0 4.0 5.0 6.0
1.5 2.5 3.5 4.5 5.5
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
Focus area Priority order
Energy & Emissions #1
Climate-related Policy & Legislation #2
Market Demand – Green Steel #3
Physical Climate Risks #4
Stakeholder Climate Consciousness #5
Circular Economy Principles #6
91FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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TCFD
CONTINUED
Scenario selection and time horizons
Due to the split of transition and physical climate-related risks and opportunities identified in 2024, scenarios adapted
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’s climate-related risk assessment considers both transition and physical climate risks, including flooding, extreme
weather events and other potential acute and chronic climate impacts. Following the 2025 refresh, no physical climate risks
were assessed as financially material; however, these risks continue to be monitored through the Group’s risk management
framework and will be reassessed where climate projections, operational conditions or regulatory expectations change.
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
2
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
2
by 2050)
• Internal and shadow carbon prices, by geography
• Hydrogen demand
• Carbon intensity of steel
• Steel production costs by geography
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
2
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 “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 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)
TRANSITION PHYSICAL
IEA Net Zero Emissions by 2050 (“NZE”) IPCC SSP1 – RCP 2.6
IEA Stated Policy Scenario (“STEPS”) IPCC SSP4 – RCP 3.4
92 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
War context – war scenarios
considerations
As the full-scale invasion of Ukraine entered
its fifth year in February 2026, the geo-
political outlook remains highly uncertain.
The evolving dynamics of war has had
a significant impact on Ferrexpo’s workforce
and operations, particularly due to reduced
availability of people and required skills as
more employees have been conscripted to
join the Armed Forces of Ukraine, and visible
fatigue among our workforce who continue
to operate under sustained pressure.
Since the publication of our inaugural
Climate Change Report in December 2022,
the war has continued, and its trajectory
remains highly unclear. In addition to the
climate scenarios outlined above, we have
also incorporated the ongoing implications
of Russia’s war on Ukraine through two
dedicated scenarios described below. These
scenarios reflect the additional direct and
indirect challenges that may potentially
influence Ferrexpo’s ability to strengthen
its resilience strategies:
Continuation of the War: In the event that
the war persists, Ferrexpo faces significant
challenges in meeting its climate targets.
This scenario considers how prolonged war
impacts in the form of different sets of
challenges 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:
Ferrexpo continuously monitors and
evaluates how to achieve climate targets
under normalised operation, such as
a business-as-usual post-war scenario.
However, based on internal assessments,
at a high-level it would likely take at least
24 to 36 months post-war to restore full
production capacities.
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:
• Energy and infrastructure challenges:
Attacks on Ukrainian energy generation
and transmission infrastructure
(including green energy) have affected
the availability and supply of energy, which
has also forced delays in Ferrexpo’s own
planned expansion of self-generated
renewable energy. In 2024, Ukrainian law
mandated that up to 80% of electricity
to be purchased from neighbouring
European countries depending on the
availability of domestic supply. This may
affect Ferrexpo’s Scope 2 emissions if
imported energy does not come from
renewable sources. Although less energy
was imported during 2025, this law
remains in place. In early November 2025,
two missiles hit a sub-station resulting in
total blackout and halted the production
capability for a month (Q4 of 2025).
• Logistic challenges: In 2023, limited
access to certain Ukrainian Black Sea
ports was restored, allowing for the
resumption of seaborne exports. During
2025, Ferrexpo has focused on using large
cape size vessels, which due to their size
are more efficient in terms of emissions
per tonne. Towards the end of 2025, port
availability became more challenging due
to an increase in coal imports and export
of grain and seeds.
• Funding challenges: Current challenges in
securing international finance makes the
funding of initiatives to reduce emissions
not possible. In a scenario where war ends,
there is also the risk that any funding is
focused on rebuilding critical national
infrastructure over private enterprises.
• Workforce challenges: 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.
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TCFD
CONTINUED
Considers emissions management across Scope 1, 2 and 3, the transition to renewable energy, energy efficiency and alignment with
global and regional climate targets.
GEOGRAPHIC FOCUS: UKRAINE, EU
RISKS
• Electrification of mining processes
• Energy usage & GHG emissions
• Scope 3 emissions
• Limited alternative energy sources,
including nuclear energy
• Ukraine grid mix uncertainty
OPPORTUNITIES
• Renewable energy sourcing
• Alternative fuels
• Electrification of mining processes
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 increased
operational costs due to carbon taxes
and loss of competitive edge.
• Post-war, faster decarbonisation than
competitors offer reputational gains,
investor support, and capital access.
RISK RATING OPPORTUNITY RATING
Short Medium Long Short Medium Long
2024-2030 2030-2040 2040+ 2024-2030 2030-2040 2040+
IEA STEPS IEA STEPS
IEA NZA IEA NZA
Key: Low Medium High Key: Low Medium High
POTENTIAL RESILIENCY RESPONSES:
Current Near-term (2025-2030) Longer-term (2030+)
• 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.
• Due to a fall in European steel production
and general slowing of the transition to
greener steel production, we reduced the
proportion of DR pellets produced during
the year in favour of premium
concentrates for sale to other markets.
• (New in 2025) Drive preliminary
discussions to electrify the rail network
in Ukraine to support reduction of
logistics-related emissions.
• If stability in energy markets is to return,
secure long-term Power Purchase
Agreements for renewable energy and
continue to increase on-site solar capacity.
• 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.
• Investigate the feasibility of carbon
capture and storage (“CCS”) technologies
for emissions-intensive processes.
• Collaborate with other industries for
infrastructure development related
to CCS.
Energy & emissions
Climate-related risks and opportunities and scenario analysis
94 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Considers market trends and demand for low-carbon steel and the industry’s shift towards decarbonisation, including technological
advancements and market implications.
GEOGRAPHIC FOCUS: UKRAINE, EU, GLOBAL DOWNSTREAM CUSTOMER MARKETS
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
POTENTIAL BUSINESS IMPACT:
• Green steel adoption is accelerating
due to stricter environmental regulations,
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 decarbonisation
of the steel industry with premium grade
iron ore products.
• Market commentors suggest that
renewable electricity costs are expected
to decrease as its share of the global
energy mix grows.
RISK RATING OPPORTUNITY RATING
Short Medium Long Short Medium Long
2024-2030 2030-2040 2040+ 2024-2030 2030-2040 2040+
IEA STEPS IEA STEPS
IEA NZA IEA NZA
Key: Low Medium High Key: Low Medium High
POTENTIAL RESILIENCY RESPONSES:
Current Near-term (2025-2030) Longer-term (2030+)
• Developing a variety of premium grade
iron ore products to support customers
and reduce Scope 3 emissions. For
example, Ferrexpo is currently developing
an ultra high-grade iron ore pellet feed
with an iron content exceeding 70% Fe.
• 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.
• Develop strategies to mitigate potential
near short-term market saturation for
DR pellets and greener products and
medium-term demand growth.
• Establish manufacturing capability
for technology required to directly
integrate into green steel markets.
• Accelerate the integration of technologies
to reduce emissions, such as using green
hydrogen in pelletising process, to
increase competitive advantage.
• Monitor Ferrexpo’s variety of premium-
grade product carbon emissions intensity
compared to competitors to maintain our
position as market leaders.
Market demand – green steel
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TCFD
CONTINUED
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.
GEOGRAPHIC FOCUS: UKRAINE, EU, TÜRKIYE
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
POTENTIAL BUSINESS IMPACT:
• Demand for high-grade direct reduced
iron (“DRI”) pellets is forecast to rise in the
long term as a necessary component in
scrap steel recycling, driven by emissions
reduction targets 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.
RISK RATING OPPORTUNITY RATING
Short Medium Long Short Medium Long
2024-2030 2030-2040 2040+ 2024-2030 2030-2040 2040+
IEA STEPS IEA STEPS
IEA NZA IEA NZA
Key: Low Medium High Key: Low Medium High
POTENTIAL RESILIENCY RESPONSES:
Current Near-term (2025-2030) Longer-term (2030+)
• Ferrexpo’s DR pellets support the scrap
steel market by providing virgin feedstock
necessary for processing recycled steel.
• 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.
• (New in 2025) In partnership with
the Kharkiv Research Institute of
Environmental Problems Science,
we are working to improve our water
management processes and minimising
water withdrawals. Our long-term goal
is to achieve a 100% closed-loop water
system (currently 98%).
• 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
participation with jurisdictions where
a shift to a circular economy is increasing.
Circular economy principles
Climate-related risks and opportunities and scenario analysis continued
96 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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.
GEOGRAPHIC FOCUS: UKRAINE, UK, AND SWITZERLAND
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)
POTENTIAL BUSINESS IMPACT:
• Carbon pricing, especially under
IEA NZE (US$250t 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
implement 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.
RISK RATING OPPORTUNITY RATING
Short Medium Long Short Medium Long
2024-2030 2030-2040 2040+ 2024-2030 2030-2040 2040+
IEA STEPS IEA STEPS
IEA NZA IEA NZA
Key: Low Medium High Key: Low Medium High
POTENTIAL RESILIENCY RESPONSES:
Current Near-term (2025-2030) Longer-term (2030+)
• Our net zero roadmap and continuous
monitoring of global carbon prices enable
decisions on diversification and the
development of carbon reduction
technologies 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
evolving climate policies.
• 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.
• Promote technology for logistics partners
to meet carbon emission regulation
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 and green
logistics infrastructure.
• Track carbon tax scope and boundaries
to optimise product positioning and
reduce tax burdens.
Climate-related policy & legislation
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TCFD
CONTINUED
Considers market trends and demand for low-carbon steel and the industry’s shift towards decarbonisation, including technological
advancements and market implications.
GEOGRAPHIC FOCUS: UKRAINE (DIRECT OPERATIONS), GLOBAL DOWNSTREAM CUSTOMER MARKETS
RISKS
• Reduced credibility of emissions reduction
strategies employing carbon offsets
OPPORTUNITIES
• Transition to a low-carbon economy
• Ferrexpo market & product position
• Proximity to green steel 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
shifting more favourably to green steel.
• Opportunity for Ferrexpo to expand
more on 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.
RISK RATING OPPORTUNITY RATING
Short Medium Long Short Medium Long
2024-2030 2030-2040 2040+ 2024-2030 2030-2040 2040+
IEA STEPS IEA STEPS
IEA NZA IEA NZA
Key: Low Medium High Key: Low Medium High
POTENTIAL RESILIENCY RESPONSES:
Current Near-term (2025-2030) Longer-term (2030+)
• Ferrexpo maintains flexibility to adapt
DR and other pellet production to match
customer demand.
• 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.
• 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.
• 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.
Stakeholder & climate consciousness
Climate-related risks and opportunities and scenario analysis continued
98 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Consideration of IFRS S2
For the FY25 reporting period, Ferrexpo
has further strengthened its integration of
core elements of the IFRS S2 requirements
into our report, reflecting our ongoing
commitment to enhancing climate-related
disclosure, improving transparency, and
reinforcing our underlying data, systems,
and processes. This progress builds on the
foundations established through our TCFD
and UK Climate-related Financial Disclosure
(“CFD”) regulations. Despite the ongoing
regional instability and operational
challenges created by the ongoing war
in Ukraine, we have continued to monitor,
review and refresh our climate-related
risks and opportunities. These actions
demonstrate our sustained commitment
towards transparent and responsible
climate-related reporting.
GOVERNANCE
Climate change remains a priority on the
Board’s agenda and during FY25, we built on
the progress made in FY24 by delivering ESG
Engagement Sessions to further strengthen
the Board’s climate knowledge and skills,
which included two dedicated climate-
focused sessions:
• Session 1 agenda : UK Sustainability
Reporting Standards
• Session 2 agenda : IFRS S1 & S2 standards
Climate change is a standing agenda item
at all HSEC Committee and Board meetings.
During 2025, the scope, breadth and depth
of climate-related topics and reporting
broadened, including more detail on Scope
1, 2 and 3 emissions, regular updates on
regulatory changes, notably the EU CBAM
(and proposals also for Ukraine and other
jurisdictions), which were also reported
to the Audit Committee during the year.
Additionally, the Board received and
discussed reports on the Tailings Dam,
water usage and consumption, risks
including extreme climates and flooding
together with development plans to reduce
energy consumption through electrification
and of owned alternative clean power
generation opportunities.
RISK AND OPPORTUNITY ASSESSMENT
In collaboration with our sustainability
consultancy partner, Ricardo (a member
of WSP), we continue to update our
climate-related risk and opportunity register
annually to elevate, consolidate, and make
informed decisions on key issues. In 2025,
we have further built on this work through
an internal refresh of the climate-related
risks and opportunities.
METRICS AND TARGETS
Despite the ongoing challenges due to
the war, in 2024 we developed a feasible,
science-based roadmap to achieve net zero
emissions by 2050 in collaboration with
Ricardo. This plan aligns with our long-term
climate objectives while ensuring our
strategic priorities can remain focused
on prioritising employee welfare, business
continuity, and safeguarding critical assets
while the war persists. For more details,
please see our Climate Change report and
the War context section on page 18 of
this report.
RESILIENCE
We have updated and refreshed our
resilience strategies against material
climate-related risks and opportunities.
These updates reflect our progress and
ensure that our strategic actions remain
effective and responsive to evolving
challenges. Progress on previously identified
resiliency responses, as well as details on
newly implemented responses are available
in the Risk & Resiliency section on page 85
of this report.
Ferrexpo recognises that achieving
compliance in line with IFRS S2 requirements
is an evolving process and in FY25, we have
continued to strengthen our alignment
through several development areas:
• In 2024, for the second consecutive year,
the Group’s principal auditor, MHA,
independently assured our Scope 1 and
Scope 2 emissions. While the Group had
planned to repeat this assurance process
in 2025 and expand its scope to
include Scope 3 emissions, budgetary
constraints meant that this work could
not proceed. The Group intends to
resume independent assurance, including
consideration of Scope 3 emissions,
when financial circumstances improve.
• We continue to consider the financial
quantification of our climate-related risks
and opportunities and aim to make this
information publicly available by the end
of FY26.
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RISK MANAGEMENT
Assessing and managing risk
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, although some of
the risks are beyond the Group’s control.
RISK IDENTIFICATION
Ferrexpo seeks to proactively manage
business risks by identifying them before
they emerge. The Group’s management
are responsible for regularly maintaining
and reviewing risk registers for individual
business functions.
The Group risk register operates on an
enterprise risk management platform
(“ERM”), records risks on the basis of the
likelihood of occurrence and the level of
potential impact on the business. In total,
as at the end of December 2025, the Group
risk register comprised 45 risks, including
risks relating to operating in Ukraine
(including the ongoing war and the
uncertain and weak judicial system),
to operating and health and safety risks
to broader societal risks such as climate
change. Operating entities also maintain
their own local risk registers.
The risks managed in the ERM are mapped
by the Group’s management to Principal
Risks, which are specifically reviewed by
the Board and presented in this section.
Please see the Principal Risks sub-section
below for more detailed information.
RISK MITIGATION
It is not possible to eliminate all
risks, however, through effective risk
identification, risk management, prudent
decision-making and other measures allow
the Group to better understand individual
risks and devise risk mitigation strategies.
Please see pages 102 to 115 for
a detailed review of Principal Risks.
The Principal Risks identified in the heat map
to the left highlight which risks could have the
greatest severity of impact on the Group’s
operations and viability.
Principal risks
1. Country
1.1 War
1.2 Legal, fiscal and political
1.3 Counterparty
1.4 Major shareholder
2. Market and pricing
3. Operating
3.1 Health and safety
3.2 Production
3.3 Operating costs
3.4 Logistics
3.5 Information technology
and cybersecurity
4. Climate change
5. Finance
5.1 Liquidity (new)
5.2 Taxation (new)
Principal risks materiality matrix
LIKELIHOOD
LEVEL OF IMPACT
2
4
1.1 1.4
3.5
1.2
3.1
5.1
3.3
1.3
3.2
5.2
3.4
100 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
RISK GOVERNANCE FRAMEWORK
Risks are reported to the Finance,
Risk Management and Compliance
Committee (“FRMCC”) on a monthly
basis. This is done through the Group-
level risk matrix, which plots the
likelihood of occurrence against the
potential severity of impact and identifies
any changes and attributes each risk
a potential monetary impact, if possible,
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.
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.
RISK ASSESSMENT FOR 2025
The risk matrix depicts the Principal
Risks identified in the Group risk register.
The Principal Risks are detailed below,
including a definition, any potential
impact, opportunities and risk
management and mitigation.
Risk management process
Finance, Risk Management and Compliance Committee (“FRMCC”)
– Monitors centralised financial risk management structures.
– Monitors Group compliance.
Operational level
– Risk management processes and internal controls embedded across
all Ferrexpo operations and departments.
Internal audit function
– Supports the Audit Committee in reviewing the effectiveness of risk management.
– Tests internal control systems and recommends improvements.
Audit Committee
– Supports the Board in monitoring risk
exposure and appetite.
– Reviews effectiveness
of risk management framework and
control systems.
Executive Committee
– Assesses and mitigates
Group-wide risk.
– Monitors internal controls.
HSEC Committee
– Oversees corporate social
responsibility-related matters
and performance.
– Has specific focus
on safety and climate
change-related risks.
Ferrexpo Board
– Takes overall responsibility for maintaining risk management
framework 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.
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PRINCIPAL RISKS
Understanding risks and our business model
Principal Risks are assessed on the basis of
likelihood of occurrence and the potential severity
of impact. Each Principal Risk is considered
in relation to the Group’s strategy.
INTRODUCTION
This section outlines the identified Principal
Risks (upside and downside) facing the
Group, (in isolation or in combination).
Principal Risks are factors that may affect
the Group’s ability to operate in its normal
course of business. These can be internal,
in the form of risks derived through the
Group’s own operations and activities,
or external, such as political and market-
related risks. The Principal Risks listed
herein, 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 herein are
considered to be 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 risk register are conducted
throughout the year.
The detail below covers the 2025 year and
also the period for year-to-date 2026 up
to the publication of this report.
MAJOR THEMES
War in Ukraine
On 24 February 2022, Russia launched
a full-scale military invasion of Ukraine.
At the date of this report, the ongoing war is
now in its fifth year. The war has significantly
changed the operating environment for
businesses in Ukraine. Please see the Principal
Risk 1.1 War and the section Operating during
a time of war, for more information.
Health and safety
The health and safety of the workforce is
the Group’s highest priority and is therefore
considered a Principal Risk. The nature of
heavy industry results in exposure to safety
risks that must be managed and mitigated.
This is exacerbated during wartime due to
the will of the workforce to work, secure
livelihoods, sustain resilient communities
and contribute indirectly to the war effort.
It is therefore our responsibility to ensure
a safe workplace and that we foster the
physical and mental wellbeing of the workforce.
Please see Principal Risk 3.1 Health and safety
and sections Operating during a time of war
and People, for more information.
Ukraine country risk
This has been considered a Principal Risk
since the Group listed in 2007. Reflecting the
perceived higher risk of operating in Ukraine,
the Transparency International Corruption
Perceptions Index scores Ukraine 36 out
of 100, which ranks the country 104 out of
182 countries. The Group has successfully
navigated and operated through challenging
circumstances for more than 18 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 the Principal Risk
1.2 Ukraine country risk regarding legal, fiscal
and political matters to be considered and
Note 30: Commitments, contingencies and
legal disputes for more information.
Iron ore market and prices
The Group produces a variety of premium-
grade iron ore products that are sold to
customers around the world. In terms of
supply, the iron ore market is competitive
and dominated by four large producers
that supply more than 50% of the global
addressable market. In terms of demand,
China is the dominant consumer, responsible
for over two-thirds of global demand during
2025. Prices for iron ore products further
decreased in 2025 which has put pressure
on margins. Please see the principal risk 2.
Market and pricing and the section Market
review for more information.
Link to strategic pillars
Each Principal Risk is linked to the
aspects of the Group’s strategy that
could be impacted if an event were
to occur.
High-quality
production
Low-cost
operations
Focus on
sustainability
World-class
customer network
Disciplined capital
allocation
102 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
COUNTRY RISK
1.1
War
(external risk)
RESPONSIBILITY
Board of Directors including Executive Chair
RISK APPETITE
Low
LINKS TO STRATEGY
CHANGE IN RISK PROFILE
Increasing
It is over four 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 have increased
in frequency and intensity,
notably damaging power
transmission infrastructure which
has resulted in interruptions to
continuous production. Following
intensified attacks from Russia
on port infrastructure and civil
vessels in the Black Sea in July
2026, the ocean-going logistics
route via the Black Sea ports in
Ukraine is currently unavailable
to the Group.
POTENTIAL IMPACT
The war places unique challenges on the
business. Many colleagues are serving in the
Armed Forces. Those at work are enduring
psychological stress. Damage to energy
infrastructure has resulted in periods
without production and the need to import
electricity at higher tariffs. Supply chain
disruptions have limited the variety of
suppliers and increased costs for key
consumables. Restricted access to logistics
routes requires adjustments to the
distribution plan and the redirection
of sales to other markets.
The business has remained resilient
by adapting to the challenges it faces,
continuing to produce and export
its products.
OPPORTUNITIES
Ferrexpo has built resilience throughout the
war to become nimbler and more adaptive
to the challenges it faces.
This was evident in 2025 as the business
adjusted its production to market
dynamics by altering its production mix
to concentrates and pellet feeds, and by
managing workforce, energy availability
and prices, and logistics constraints.
RISK MANAGEMENT AND MITIGATION
The Group has taken measures to ensure
the safety and wellbeing of its workforce
and to 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.
At the start of the war, when logistics routes
were blocked or disrupted, the Group
demonstrated its flexibility and was able to
redirect sales to other markets or establish
new logistics routes.
For more information see the section
Operating during a time of war.
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PRINCIPAL RISKS
CONTINUED
1.2
Legal, fiscal and political
(external risk)
RESPONSIBILITY
Board of Directors including Executive Chair
RISK APPETITE
Low
LINKS TO STRATEGY
CHANGE IN RISK PROFILE
Increasing
The Group is subject to various
ongoing 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 that he
was associated with.
POTENTIAL IMPACT
The highest risk cases include litigation
with The Deposit Guarantee Fund in relation
to subsidiary corporate rights; a Ministry
of Justice case to enforce and auction
subsidiary corporate rights; a contested
sureties claim and related bankruptcy
proceedings; and litigation regarding share
freezes in Ukrainian subsidiaries. Some
other cases include claims related to
royalties, ecology, waste products, transfer
pricing related tax disputes and potential
non-compliance with the foreign currency
control regulations.
Due to its association with Mr Zhevago,
the Group experiences negative media
attention, operating challenges and strained
relationships with its stakeholder groups.
In addition, VAT refunds have been
suspended by the tax authorities in Ukraine
because of personal sanctions imposed
on Mr Zhevago.
OPPORTUNITIES
Although in the first stage of EU accession
negotiations, one of the first clusters to be
opened concerns corruption and judicial
reform. The European Commission’s 2025
enlargement report praised Ukraine’s
resilience and reform efforts but flagged
deep-rooted corruption and slow judicial
reforms as major hurdles. As negotiations
advance, it is hoped that the political
motivation behind many of the legal
proceedings can be overcome as the
judiciary becomes more independent
and transparent.
RISK MANAGEMENT AND MITIGATION
In addition to defending itself in the courts,
the Group is in contact with a diverse set of
domestic and international stakeholders
to explain its positions and interests.
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 protected.
This is considered important today and
will remain so in the future if international
capital is to be attracted to invest in
Ukraine’s post-war recovery.
For more information about legal
proceedings see Note 30 to the
Consolidated Financial Statements.
COUNTRY RISK
CONTINUED
104 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
1.3
Counterparties
(external risk)
RESPONSIBILITY
Board of Directors including Executive Chair
RISK APPETITE
Low
LINKS TO STRATEGY
CHANGE IN RISK PROFILE
No change
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, logistical and
procurement issues. Indirectly,
this could result in reputational
issues, affecting financial market
and customer stakeholders.
POTENTIAL IMPACT
The National Bank of Ukraine has introduced
significant currency and capital control
restrictions in Ukraine. These measures are
affecting the Group in terms of its cross-
border payments, which are restricted and
may be made only in exceptional cases. The
maximum period for settlement of invoices
under export and import contracts is 180
days. This creates a challenging environment
for the Group and its foreign suppliers.
As a result, the Group does have
outstanding commitments for equipment
ordered and specifically manufactured by
international suppliers, but which cannot
be brought into the country due to the
ongoing war.
OPPORTUNITIES
Despite the challenging environment,
efforts continue to strengthen Group’s
supplier governance through the Code
of Conduct for Suppliers.
The procurement function consistently
adapts and evolves supply arrangements
to ensure continuity of supplies. Diversifying
the supplier base and finding alternative
suppliers in Ukraine and abroad helps to
ensure the steady delivery of consumables
and warehouse stocks.
The Group endeavours to support and
promote Ukrainian businesses wherever
possible in our activities to help build
economic resilience during wartime.
RISK MANAGEMENT AND MITIGATION
The Group’s Compliance department
undertakes regular checks to assess
counterparty risk, including registration,
corporate structure, shareholders,
management, activities, financial position,
litigations, related parties, relations with
government, risk factors (including
environmental) and any relationship
with Belarus or Russia, to determine
a compliance risk rating.
In 2025, we continued to observe that more
of our suppliers have been forced to close
their operations due to attacks, restricted
access, personnel shortages due to
conscription, or deteriorating financial
situation. Our procurement teams have
learnt to be adaptive and find alternative
suppliers when required.
For more information about the
Group’s external stakeholders,
including suppliers, please see the
section Stakeholder Engagement –
Section 172.
COUNTRY RISK
CONTINUED
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PRINCIPAL RISKS
CONTINUED
1.4
Major shareholder –
new for 2025
(external risk)
RESPONSIBILITY
Board of Directors including Executive Chair
RISK APPETITE
Low
LINKS TO STRATEGY
CHANGE IN RISK PROFILE
Increasing
The Company’s largest
shareholder is Fevamotinico
S.a.r.l., which as at the date of
this report holds 49.3% of the
voting rights in Ferrexpo plc.
Fevamotinico is indirectly wholly
owned by The Minco Trust,
a discretionary trust that has
three beneficiaries, consisting
of Kostiantyn Zhevago and two
other family members.
POTENTIAL IMPACT
Many of the ongoing legal proceedings
involving Ferrexpo in the Ukrainian courts
relate to Mr Zhevago. For example, the
Deposit Guarantee Fund proceedings in
connection with an alleged embezzlement
of funds from Bank F&C, a Ukrainian bank
which was not part of the Ferrexpo Group,
but which he separately owned, and which
was dissolved in 2015.
Due to its association with Mr Zhevago, the
Group may also experience negative media
attention, operating challenges and strained
relationships with its stakeholder groups.
OPPORTUNITIES
The increased attention on ownership and
historical matters provides an opportunity
for the Group to showcase its operational
resilience, reinforce its compliance culture,
and highlight the strength of its Board,
governance processes, and management
independence. Clear communication of
these strengths may improve stakeholder
trust and support.
The need to demonstrate clear separation
between the Group’s operations and
matters relating to Mr Zhevago offers an
opportunity to formalise and communicate
robust independence measures, reinforce
the autonomy of the Board and
management team, and further embed
best-practice governance standards.
Proactive media management and
enhanced external communications provide
an opportunity to shape a more accurate
public narrative, highlight the Group’s
strong operational track record, and
strengthen its profile as a responsible
operator committed to compliance
and transparency.
RISK MANAGEMENT AND MITIGATION
The majority of the Directors of the
Company are independent. Mr Zhevago has
not been a Director or officer of the Group
since December 2022.
The Minco Trust and Fevamotinico entered
into a Relationship Agreement with the
Company before the Initial Public Offering
in 2007 to ensure that the Group is capable
of carrying on its business independently,
that transactions and arrangements
between the Group, Fevamotinico,
The Minco Trust and Mr Zhevago (and
each of their associates) are at arm’s
length and on normal commercial terms.
For more information about
see Note 30 to the Consolidated
Financial Statements.
COUNTRY RISK
CONTINUED
106 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
MARKET AND PRICING RISK
2
Market and pricing
(external risk)
RESPONSIBILITY
Board of Directors including Acting Chief
Marketing Officer
RISK APPETITE
Low
LINKS TO STRATEGY
CHANGE IN RISK PROFILE
No change
Iron ore prices depend on global
supply and demand factors,
with adjustments for the iron
ore product type, quality,
specification and cost of delivery.
POTENTIAL IMPACT
As a producer of premium iron ore
products, the Group typically achieves
higher prices for its products. However,
during 2025, the prices for the benchmark
premium 65% Fe price fell 7% and the
“Atlantic” blast furnace premium by 24%
on average for the year.
Weak demand in Europe for iron ore pellets
resulted in a pivot to production and sales
of concentrates to China, which although
premium products, are lower priced
than pellets.
OPPORTUNITIES
To stay relevant, Ferrexpo has continually
improved the quality of its existing products
and developed new products to meet
market demands. Today, the Group stands
out as a niche producer and supplier of
a variety of premium grade products,
capable of capitalising from demand
arbitrage, especially from markets in Europe
and MENA where it has a geographical
proximity advantage.
Ferrexpo is geographically well positioned
to meet medium-term demand growth
for premium iron ore products in Europe
and MENA. Since the Ukrainian Black Sea
ports opened in late 2023, the Group has
resumed its seaborne exports via Ukrainian
ports and offers multimodal delivery
options by rail, barge or sea for
European customers.
RISK MANAGEMENT AND MITIGATION
The strategic decisions and capital
investments made in late 2024 and
continued into 2025 enabled the Group
to diversify its product and sales mix
and optimise margins in a declining
price environment.
The development of new ultra-premium
grade products for sale to existing and new
customers in 2026 is expected to further
mitigate the over-supply of medium to low
grade iron ore from traditional markets.
During 2025, the marketing team met with
customers around the world and attended
major industry events. This helped to
broaden sales to more customers, including
new steel mills, in more geographies than
at any time since the full-scale invasion
of Ukraine.
The market outlook for iron ore prices,
however, remains uncertain.
For more information see the
Market Review.
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OPERATING RISKS
CONTINUED
3.1
Health and safety
(internal and
external risk)
RESPONSIBILITY
Board of Directors including FPM General
Director and Chief Human Resources Officer
RISK APPETITE
Low
LINKS TO STRATEGY
CHANGE IN RISK PROFILE
Decreasing
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.
POTENTIAL IMPACT
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 safety enhancements
and improvements.
Health and safety risks at the most extreme
include serious injuries or fatalities. Such
events can result in financial claims for
personal injury, penalties by regulators,
operational disruptions and damaged
equipment. This can reflect poorly on
a company, leading to reputational issues.
OPPORTUNITIES
A strong emphasis on safety, in a time of
heightened external risk of war, has created
an opportunity for the Group to reinforce
its position as a safety-first organisation,
driving leadership accountability,
empowering employees, and fostering
a culture where safe behaviours are
consistently prioritised.
The Group is constantly looking for
ways to improve its safety performance.
Before the full-scale invasion the Group
commenced the adoption of technologies
such as autonomous equipment, which
reduces human presence in hazardous
environments, however this programme has
paused due to the need to jam GPS signals.
Assessing comprehensive local 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 the first agenda item
at every Executive Committee meeting
and a fixed item at every Board meeting.
The Group takes a proactive approach
to health and safety by a thorough
investigation and understanding of the root
causes of safety incidents, 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 and lagging
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.
For more information see the
Operational Review and Health and
Safety section in the Responsible
business review.
PRINCIPAL RISKS
CONTINUED
108 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OPERATING RISKS
CONTINUED
3.2
Production
(internal and
external risk)
RESPONSIBILITY
Board of Directors including FPM General
Director
RISK APPETITE
Low
LINKS TO STRATEGY
CHANGE IN RISK PROFILE
No change
The production and logistics
cycle is complex and requires the
coordination of multiple activities.
Planning is critical to ensure
a smooth process, especially
as factors such as equipment
failures and repairs, weather
disruptions, workforce availability
could interrupt operations.
POTENTIAL IMPACT
Unforeseen operational risks such as
repairs or replacing damaged equipment
and machinery can increase costs due
to lost or delayed production, so too
can deferring repairs due to liquidity
constraints. In extreme cases, events such
as a pit wall failure or a tailings dam breach
can result in significant financial losses and
reputational damage.
External factors such as the ongoing war
have the potential to directly and indirectly
affect operations and production, due
to workforce challenges, supply chain
disruptions, restrictions on certain
operational practices, and the risk of
damage to assets caused by missile and
drone attacks. Towards the end of 2025,
attacks on local power infrastructure
resulted in power supply interruptions
and production stoppages.
OPPORTUNITIES
Managing the heightened external risks
associated with the war have presented
opportunities for the Group to effect
operational improvements, strengthen
emergency response, workforce planning
and supply-chain flexibility. This focus
has served to mitigate operating risks
through improved operational planning,
modernisation of equipment, and enhanced
risk monitoring, allowing the Group to adapt
quickly to changing conditions and minimise
disruption to production.
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 supply of power is outside the Group’s
control, however some small and proactive
efforts to diversify energy sources through
solar power have helped, and enhanced
workforce capabilities by expanding
recruitment and training programmes are
also positive steps towards 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 This can be hampered however by
the ongoing war and reduced cash flow.
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, remain difficult to
fully eliminate.
For more information see the
Operational Review.
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OPERATING RISKS
CONTINUED
3.3
Operating costs
(internal and
external risk)
RESPONSIBILITY
Board of Directors including FPM General
Director and Chief Financial Officer
RISK APPETITE
Low
LINKS TO STRATEGY
CHANGE IN RISK PROFILE
Increasing
The Group’s operations are
complex and rely on large-scale
technologies and equipment that
are energy-intensive and require
large quantities of chemical and
mechanical consumables.
POTENTIAL IMPACT
The costs of these are influenced by market
factors beyond the Group’s control, such as
energy availability and tariffs. Additionally,
the Group faces broader inflationary
pressures, affecting everything from
equipment and maintenance to salaries.
The war in Ukraine has exacerbated these
issues by preventing the Group from
operating at its full capacity, leading to
significantly higher energy costs, higher
unit costs in general, and lower production.
The inability to source alternatives due
to war restrictions and monopoly markets
has resulted in significant cost pressures,
predominantly for energy, that are outside
of the Group’s control. This has continued
into 2025.
OPPORTUNITIES
Energy and fuel represent 50% of
production costs, which is why the Group is
focused on diversifying and substituting its
energy sources. Progress is being made, for
example 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
electrifying the mining fleet and using
trolley assist technology.
The greatest 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
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 relation to
domestic electricity tariff proposals
for large industrial enterprises.
For more information see
the Financial Review and
Operational Review.
PRINCIPAL RISKS
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110 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OPERATING RISKS
CONTINUED
3.4
Logistics
(external risk)
RESPONSIBILITY
Board of Directors including Acting Chief
Marketing Officer
RISK APPETITE
Low
LINKS TO STRATEGY
CHANGE IN RISK PROFILE
Increasing
The Group is dependent on
a reliable and efficient logistics
network to deliver its products
to its global customer base.
Disruptions to logistics capacity
and availability can therefore
affect the Group’s ability to export
and generate revenue.
POTENTIAL IMPACT
The Group uses a variety of logistics
solutions, including rail, river barge and
seaborne channels.
Disruption to logistics networks can lead to
delays, leading to 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 and jeopardise
business relationships with key customers.
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 can affect cash flow and
the ability to maintain a stable financial position.
Following intensified attacks from Russia on
port infrastructure and civilian vessels in the
Black Sea in July 2026, the ocean-going
logistics route via the Black Sea ports in
Ukraine is currently unavailable to the Group,
while shipowners have also withdrawn from
performing existing voyages. This is likely to
lead to vessel supply constraints and
elevated freight rates, once this logistics
route becomes available again.
OPPORTUNITIES
In late 2023, access to Ukrainian Black Sea
ports was restored, allowing the Group to
expand seaborne sales in 2024 and 2025.
However, there is no guarantee that Ukrainian
Black Sea ports will be permanently available
while the war continues. As at the date of
approval of this report, it is uncertain when
the logistics route via the Black Sea ports
in Ukraine will be available again.
The Group’s subsidiary, DDSG, also supports
logistics resilience by operating barging
services that provide an additional, flexible
export route and reduce reliance on rail and
seaborne capacity alone.
Over the years, the Group has also
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 flexibility by reducing
dependency on third-party providers and
ultimately improving customer service.
RISK MANAGEMENT AND MITIGATION
The Group has proactively worked to mitigate
logistics risks by investing in its own rail
wagons, port facilities, and inland waterway
operations. By owning a stake in key
infrastructure such as a share in a Ukrainian
Black Sea terminal, the Group has enhanced
its ability to bypass potential disruptions and
increase its flexibility.
The Sales and Marketing team work closely
with bulk vessel providers, keeping them
informed of Black Sea developments.
Encouragingly, more shipping companies
returned to the Black Sea in 2025 and early
2026, which has overall had a positive effect
on freight rates and insurance premiums.
The Group continues to monitor the situation
closely and take steps to ensure that
seaborne shipping activities are carried out
again, if needed through alternative routes,
with minimal disruption and safety risks,
albeit probably at a higher cost to the Group.
For more information see the
Operational Review.
111FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OPERATING RISKS
CONTINUED
3.5
Information technology
and cybersecurity
(internal and
external risk)
RESPONSIBILITY
Board of Directors including Executive Chair
RISK APPETITE
Low
LINKS TO STRATEGY
CHANGE IN RISK PROFILE
Increasing
As the Group increasingly relies
on digital technology, IT security
is a critical concern. As the
sophistication of cyberattacks
grows, the risks to IT systems
have increased.
POTENTIAL IMPACT
Cyberattacks may compromise the
availability and confidentiality of
infrastructure and data. The ongoing war
has heightened threats and has led to an
increase in cyberattacks and a shortage
of skilled IT personnel due to conscription.
A successful cyberattack could disrupt
production, compromise sensitive
data, and damage the Group’s ability to
operate. The Group could face prolonged
operational disruptions, financial losses
and reputational damage.
Due to cost cutting measures, IT
infrastructure has been exposed to threats
such as outdated components, a lack of
maintenance, and licence issues. Not all
of the Group locations are equipped with
adequate power backups and can be
exposed to electricity blackouts.
OPPORTUNITIES
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.
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.
Ongoing power shortages have
prompted the Group to consolidate its
IT infrastructure and relocate backup
sites outside of Ukraine.
RISK MANAGEMENT AND MITIGATION
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 shortage of IT personnel has been
addressed by deployment of automation
packages, including cybersecurity control
suites, use of third-party security audits,
deployment of new off-site backup policies
for critical production and mining data.
Reduced liquidity has meant the need
to seek more affordable IT solutions.
The redefined backup policy and disaster
recovery plan, aims to strengthen the
Group’s confidence in the event of
any incident.
For more information see the
Operational Review.
PRINCIPAL RISKS
CONTINUED
112 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
CLIMATE CHANGE RISK
4
Climate change
(internal and
external risk)
RESPONSIBILITY
Board of Directors including Executive Chair
RISK APPETITE
Low
LINKS TO STRATEGY
CHANGE IN RISK PROFILE
No change
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.
POTENTIAL IMPACT
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 also increasing, which
requires increased time and costs.
The potential impact of climate
change on Ferrexpo’s operations could
result in financial, operational, and
reputational risks and 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.
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).
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,
as detailed in the December 2024 Climate
Change Report.
The Group’s premium grade products help
improve efficiencies and lower emissions in
steel-making, for example, its 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.
RISK MANAGEMENT AND MITIGATION
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 Group 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.
For more information see the
Responsible Business Review and
TCFD section.
113FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
5.1
Liquidity –
new for 2025
(external risk)
RESPONSIBILITY
Board of Directors including Chief Financial
Officer
RISK APPETITE
Low
LINKS TO STRATEGY
CHANGE IN RISK PROFILE
Increasing
Following the personal sanctions
imposed on Mr Zhevago (not on
the Group or its subsidiaries) by
the Ukrainian Government early
in 2025, the tax authorities
suspended VAT refunds to the
Group’s Ukrainian subsidiaries.
POTENTIAL IMPACT
In response, to preserve cash, the Group
downscaled its operations and cut costs
due to foreseeable lower cash flow
generation resulting in a decrease in
available liquidity.
At the end of December 2025, the
total non-refunded VAT for 2025 was
US$61 million.
The broader impacts of war included lower
production rates and inability to access
debt markets (which is also in part due
to KYC issues relating to Mr Zhevago).
OPPORTUNITIES
The Group calculates that had it been able
to continue production levels realised in
the first quarter of 2025 for the remainder
of the year, rather than being forced to
downscale production, it would have added
an additional US$180 million in socio-
economic contributions in Ukraine,
comprising salary payments, taxes and
royalties, and procurement of domestic
products and services.
RISK MANAGEMENT AND MITIGATION
Since listing in 2007, the Group has
managed to control its liquidity throughout
various commodity cycles.
The challenges of 2025, however, are
unprecedented. The Group actively
implemented a deep cost-cutting
programme, including placing portions
of its workforce on furlough or reduced
working hours, reducing non-essential
capital expenditures and vital humanitarian
and CSR spending.
In addition, to strengthen the Group’s
working capital position and fund its
ongoing operations, the Board intends
to raise gross proceeds of approximately
US$100 million through a conditional
placing of Ordinary Shares. The capital raise
is required to support the Group’s ability to
continue as a going concern. See Note 2
Basis of preparation for further details.
The Group has filed several VAT-related
claims in Ukrainian courts with regards
to monthly VAT claims not refunded by
the tax authorities in Ukraine. These legal
proceedings before the different court
instances in Ukraine remain ongoing and
both favourable and unfavourable decisions
were received by the Group’s subsidiaries in
the various proceedings before the various
courts, including the Supreme Court
of Ukraine.
In addition to the ongoing legal proceedings,
representations to the relevant Ukrainian
authorities to restore VAT refunds are
ongoing, in addition to efforts to build
support from other domestic and
international stakeholders.
For more information see the
Financial Review and Note 20 to the
Consolidated Financial Statements:
Other taxes recoverable and payable.
FINANCE RISK
PRINCIPAL RISKS
CONTINUED
114 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
FINANCE RISK
CONTINUED
5.2
Taxation
(external risk)
RESPONSIBILITY
Board of Directors including Chief Financial
Officer
RISK APPETITE
Low
LINKS TO STRATEGY
CHANGE IN RISK PROFILE
Increasing
The Group pays corporate profit
tax in a number of jurisdictions.
The effective tax rate and, as
a consequence, the taxes to be
paid in the different jurisdictions
are subject to various factors
outside of the Group’s control,
including iron ore prices on global
market and foreign exchange
rate changes.
POTENTIAL IMPACT
Following the completion of two transfer
pricing audits in Ukraine in 2023, the
Group’s two major subsidiaries received
total claims of UAH2,421 million
(US$57 million as at 31 December 2025).
In addition, a Ukrainian subsidiary of
the Group received a claim in relation
to allegedly underpaid royalties for
UAH1,233 million (US$29 million as
at 31 December 2025).
Any potential cash outflows in relation
to these claims, if confirmed by the relevant
claims in Ukraine, would have a significant
effect on the Group’s available cash balance
and ability to continue as a going concern.
See Note 2 Basis of preparation for
further details.
OPPORTUNITIES
Despite the two significant transfer pricing
claims received, the Group remains of the
opinion that the terms of the cross-border
transactions between the subsidiaries
of the Group comply with the legislation
applicable in the jurisdictions in which
it operates.
In terms of the claim in relation to allegedly
underpaid royalties, the Group has
compelling arguments to defend its
position in the courts.
RISK MANAGEMENT AND MITIGATION
The claims received are currently being
heard by the courts in Ukraine and no
decision has been made by a court of
instance as at the date of the approval of
the consolidated financial statements that
would make the claims a legal obligation.
The Group will continue to defend, in the
Ukrainian courts, the methodology applied
to determine prices between its subsidiaries
and to calculate royalties. However, there is
a risk that the independence of the judicial
system in Ukraine, and its immunity from
economic and political influence, may not
be fully upheld.
For more information see Notes 2
and 30 of the Consolidated
Financial Statements.
115FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
VIABILITY STATEMENT
Protecting the Company’s business for the benefit
of all our stakeholders in the environment of
suspended VAT refunds in Ukraine with significant
impact on the Group’s current operation remains
our top priority.
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 factors
and management strategies in place,
as described on pages 102 to 115.
TIME HORIZONS
The long-term prospect of the Group’s
business is being reviewed by the Board
and remains consistent with Ferrexpo’s
assumption regarding the life-of-mine.
For the purposes of assessing the Group’s
viability, the Board has decided to take
a five-year view of Ferrexpo business, as
it has done in the past given the long life
nature of its 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, given
the difficult situation the Group currently
finds itself in, the Board’s primary focus is
on a shorter-term 12-to-18-months horizon
for the Group’s going concern assessment
due to the ongoing war and material
uncertainties resulting from operating in
Ukraine, including several material legal
actions against the Group.
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 as a going concern. Since
the full-scale Russian invasion in 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 certain times with significantly reduced
capacity. During the financial year 2025, the
continued Russian attacks on the Ukrainian
energy infrastructure affected the supply
of electricity to the Group’s operations.
Following attacks towards the end of 2025,
the supply of power was again severely
interrupted, resulting in higher prices for
the electricity, and production having to
be temporarily suspended, this negatively
affected the Group’s ability to operate its
production line and, as a consequence,
its profitability and cash flow generation.
Existing and emerging risks associated
with the war are closely monitored by
the Executive Committee. As part of this
process, appropriate 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
efficiently in the current challenging
circumstances, access to logistics routes
to export finished products and the supply
of key consumables. Following intensified
attacks from Russia on port infrastructure
and civil vessels in the Black Sea in July 2026,
the logistics route via the ocean-going Black
Sea ports in Ukraine is currently unavailable
to the Group. As at the date of approval of
this report, it is uncertain when the logistics
route via the Black Sea ports in Ukraine will
be available again. For more information,
please see the Principal Risks section on
pages 102 to 115.
FACTORS ASSOCIATED WITH OPERATING
IN UKRAINE
The Group is also exposed to other risks
associated with operating in Ukraine which
is 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 103
to 106.
As disclosed in Note 30 Commitments,
contingencies and legal disputes to the
Consolidated Financial Statements, the
association of Ferrexpo to Mr Zhevago has
led to an escalation of legal actions against
the Group. The risks related to these legal
actions are further exacerbated by the
political and judicial environment, which
could have a significant adverse impact on
the Group’s business activities, reputation
and viability.
Various legal proceedings are ongoing in
Ukrainian courts. The cases with the highest
risk include the claim on FPM to recover
UAH4,727 million (US$112 million as at
31 December 2025) for contested sureties,
the opening of bankruptcy proceedings
against Ferrexpo Poltava Mining (“FPM”),
which is in relation to the aforementioned
contested sureties’ claim, 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
the Group’s three mining entities in Ukraine
and litigation regarding share freezes in all
Ukrainian subsidiaries related to the
investigation in connection with Bank F&C.
Following personal sanctions imposed on
Mr Zhevago in February 2025, the Ukrainian
subsidiaries of the Group have not been
receiving VAT refunds since March 2025.
Although, the sanctions imposed on
Mr Zhevago have not been imposed on
any member of the Group, the personal
sanctions on Mr Zhevago have severe
implications for the Group due to
suspension of VAT refunds and, as
a consequence, on its profitability and
cash flow generation, which could have an
impact on the Group’s ability to continue
as a going concern and on its viability.
As at 31 December 2025, VAT refunds in the
aggregate amount of UAH2,599 million
(US$61 million at this date) were suspended
by the State Tax Service (“STS”) and this
balance increased to UAH3,767 million as
at 30 June 2026 (US$84 million at this
date), impacting the Group’s operation and,
as a consequence, its cash flow generation
and profitability.
FACTORS ASSOCIATED WITH
CLIMATE CHANGE
Although no new Climate Change Report
was published in 2025, the Group has
continued to consider a range of physical
and transition risks, as outlined on page 113
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, but, given the difficult
situation the Group currently finds itself in,
there is no certainty that required
investments can be made in the near future
to fully achieve the future emission targets.
The Group remain committed to the carbon
emission targets and goals in the long term,
but is prioritising employee safety and
welfare, and business continuity during
these challenging times. The Board
continues to monitor the Group’s carbon
emissions targets, which may need to be
adjusted in the future, if the war continues.
BUSINESS PLANNING PROCESS
Due to the suspension of VAT refunds in
Ukraine since March 2025, the Group had to
revise its business activities in 2025 in order
to preserve its available liquidity. As at the
date of the approval of the Group’s 2025
Consolidated Financial Statements, the net
VAT receivable balance in Ukraine totalled
US$88 million, of which US$84 million was
due for refund.
116 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
The ongoing suspension of VAT refunds
in Ukraine had a significant impact on the
Group’s available liquidity during the
financial year 2025 and will continue to do
so in the coming years until VAT refunds
resume. As a result, current and future
capital investments are reduced to
a minimum, with a focus on required and
affordable sustaining capital expenditure.
The current circumstances in which the
Group operates requires a high degree of
flexibility and agility in the business planning
process, as conditions can change very
rapidly. Prior to the full-scale invasion, to
maintain a clear strategic direction (see
pages 32 and 33), the Group management
team regularly assessed the risks faced by
the Group against the ability of the Group
to conduct business in accordance with its
intended business model (see page 28).
Since the beginning of the war, this review is
conducted even more regularly to maintain
a clear understanding of the war-related
risks to which the Group is exposed and how
these factors might influence the future
business activities.
MODELLING PROCESS
As a normal course of business, the Group
maintains a detailed business financial
model. The model considers potential
impacts due to the war and ongoing legal
actions against the Group in Ukraine, 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.
Considering the current circumstances in
which the Group operates, the Group’s
production and sales plan are optimised
and adjusted as necessary to manage
the Group’s working capital, including
outstanding unrefunded VAT balances, and
to maintain a minimum net cash position.
As mentioned above, the Group’s subsidiaries
in Ukraine have not received VAT refunds
since March 2025 and, at present, it is
reasonable to assume that this will continue
to be the case until the sanctions against
Mr Zhevago are lifted. This fact is reflected
in the Group’s current financial long-term
model, which was adjusted to reflect the
lower expected cash flow generation
impacting the Group’s available liquidity
throughout the period of the going concern
assessment. The base case assumes a pellet
and commercial concentrate production
volume of approximately 40% and 64% of
the pre-war level for the financial years 2026
and 2027, respectively, and an expected
start of the recovery to the pre-war level in
the second half of 2028. The suspension
of VAT refunds also led to a further delay
of the expected ramp-up to almost the
pre-war level.
During the ongoing war, the Group’s
operations are also affected by the
potential disruption and availability of key
consumables, such as electricity, natural
gas and diesel fuel, in addition to critical
equipment supplies and logistics routes.
As an example, the intensity and frequency
of missile and drone attacks on Ukraine’s
energy, transport, and port infrastructure
in late 2025 and early 2026 led to power
cuts and a sharp rise in electricity prices,
which had a negative impact on the
Group’s operations.
The Group operates in a highly volatile
industry and Group management 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.
Despite the challenging environment in which
the Group has operated in recent years, the
Group managed to maintain an available cash
balance of over US$100 million at the end of
the previous financial years. Due to the
suspension of VAT refunds in Ukraine, the
situation continued to deteriorate and the
Group’s available cash reserves declined
steadily during the financial year 2025,
totalling US$58 million as at 31 December
2025. As at the date of the approval of this
report, the Group has an available cash
balance of approximately US$26 million.
Despite the fact that the Group remains
focused on managing its costs and
optimising its sales mix, management
expects the Group’s liquidity to be sufficient
until at least the mid-September 2026. It is
therefore the Directors’ intention to raise
proceeds of approximately US$100 million
by way of a conditional placing of Ordinary
Shares to support the Group’s working
capital position and fund its ongoing
operations. This planned fundraise is
expected to be completed in late
September 2026 and will provide
the necessary immediate recapitalisation
of the Group to deal with the current
challenging environment.
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 due to its
association Mr Zhevago (see Ukraine
country risks on pages 103 to 106).
Ferrexpo’s business model also faces risks
relating to the iron ore prices, pellet
premiums, availability of key consumables
and their prices together with the general
cost inflation in Ukraine, which are all factors
that impact Group’s profitability and cash
flow generation.
As highlighted, contingent on the war
ending, the Group is currently expected to
start the recovery to the pre-war level in
2028, with pre-war levels achieved in 2029.
A summary of the impacts of operating
during a time of war, including specific risk
management and mitigations, are provided
on pages 18 to 20.
The Group’s financial long-term model
reflects the below full capacity production
and the dependency of future sales volumes
on the currently possible production, also
against the backdrop of the impact of the
suspended VAT refunds and the Group’s
intention to manage its working capital in
such a way as to preserve the available
liquidity. In addition, as was observed in late
2025 and early 2026, power cuts and a sharp
rise in electricity prices in future periods will
have an impact on the Group’s profitability
and cash flow generation. There might be
further impacts on the Group’s forecast
profitability and cash flow generation, if the
currently unavailable logistics route via the
ocean-going Black Sea ports in Ukraine is
not available to the Group as currently
expected by management and as reflected
in the Group’s current long-term model.
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$19 million in 2026
and US$72 million in 2027.
• A general 10% increase in the cost of
production would decrease the Group’s
Underlying EBITDA by US$11 million
in 2026 and US$42 million in 2027.
• A 10% decrease in production volumes
and associated 5% increase in production
costs, would decrease Underlying EBITDA
by US$14 million in 2026 and
US$49 million in 2027.
Sensitivities beyond 2027 will depend on
production and sales volumes and costs,
realised prices and other unknown
macroeconomic 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.
117FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
VIABILITY STATEMENT
CONTINUED
However, these scenarios are considered
less likely due to a natural hedge between
the price of iron ore and key consumables.
Considering the relatively tight balances of
available cash under the base case, the
available cash balance is expected to be
depleted during the second quarter of
2027, when combining all 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.
As mentioned above, there are several
ongoing legal actions against the Group in
Ukraine, which, individually or collectively,
could have an effect on the Group’s ability
to continue as a going concern and, as
a consequence, also on its viability. See also
Note 2 Basis of preparation and Note 30
Commitments, contingencies and legal
disputes to the Consolidated Financial
Statements for further details.
More generally, risk management and
mitigations may include (but not limited to):
a reduction or cancellation of discretionary
expenditure such as 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. However,
considering the Group’s focus on managing
and cutting its operating and capital
expenditures as well as the significant
reduction of the Group’s operation in the
financial long-term model, the availability
of mitigating actions reduced significantly.
The Directors take comfort in both the
Group’s historical cash generation ability,
the resilience and high degree of flexibility
and agility in the business planning process
demonstrated since the beginning of the
war. As a result, of the Group’s flexibility
and resilience, the Group’s available
liquidity remained relatively stable at over
US$100 million at the end of the previous
financial years, but declined to US$58m as
at 31 December 2025, primarily due to the
suspended VAT refunds as a result of the
personal sanctions imposed on Mr Zhevago.
As at the date of the approval of the
Group’s 2025 Consolidated Financial
Statements, the Group is in a net cash
position of approximately US$18 million
and has an available cash balance of
approximately US$26 million, before any
proceeds from the planned capital increase
expected to be completed in late
September 2026.
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:
• its available cash and cash equivalents;
• its cash flow projections, adjusted for
the effects caused by the ongoing 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;
• the feasibility and effectiveness of
all available mitigating actions within
management’s control for
identified uncertainties;
• the legal merits in terms of the ongoing
legal dispute in Ukraine and potential
future actions available to protect
the interests of the Group in case of
a negative decision from the Supreme
Court in respect of the contested
sureties claim;
• the suspension of VAT refunds,
which might not resume as expected
by management;
• the logistics route via the Black Sea ports
in Ukraine, which is currently unavailable
and which may not be available to the
Group as currently expected by
management and as reflected in the
Group’s current long-term model;
• the risk of nationalisation of 49.5% of FPM
shares and some of its assets, which
is beyond management’s control, and may
be further complicated by the political
and judicial environment in Ukraine; and
• the uncertainty in relation to a successful
completion of the planned fundraising in
late September 2026.
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 the legal system in Ukraine
have also increased in recent years
representing another material uncertainty
for the Group and its ability to continue as
a going concern. Detailed information on the
ongoing legal cases is provided in Note 30
Commitments, contingencies and
legal disputes to the Consolidated
Financial Statements.
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, many
of the identified uncertainties in respect of
the ongoing war and legal disputes are
outside of management’s control, and are
unpredictable, which may cast significant
doubt upon the Group’s ability to continue
as a going concern.
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 3 September 2026 and signed on
behalf of the Board by:
Lucio Genovese
Interim Executive Chair
3 September 2026
Ferrexpo plc
118 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
CONTENTS
Governance Highlights 120
Interim Executive Chair’s Introduction 121
Corporate Governance Compliance 124
Board of Directors 126
Executive Committee 128
Disclosure Guidance and
Transparency Rules 129
Governance Framework 130
Key Activities of the Board 132
Corporate Governance Statement 134
Board Leadership 137
Board Performance Review 142
Board Training and Development 145
Audit Committee Report 146
Nominations Committee Report 158
Remuneration Report 163
Directors’ Report 181
Statement of Directors’
Responsibilities 188
Governance
report
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
119FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
GOVERNANCE WITH PURPOSE. STRENGTH. IRON WILL.
Ferrexpo’s governance framework underpins its purpose
of enabling green steel and supporting Ukraine through
conflict. Through strong Board oversight and a continued
focus on high standards, the Group maintains the
resilience, discipline and agility needed to sustain business
continuity. Strong governance and high standards help
sustain business continuity and reinforce the resilience
and iron will shown by our people in protecting the
business and advancing recovery.
– Continuing to strengthen cybersecurity and
organisational resilience
– Overseeing compliance, ethics and the embedding
of updated governance policies
– Progressing Board refreshment, succession planning
and Committee composition
– Improving diversity at Board and management level,
including targeted recruitment
– Progressing recruitment for key leadership roles to
strengthen executive capability and support delivery
of the Group’s strategy
People, safety and continuity
ACTIVITY
Oversaw workforce safety and business continuity
OUTCOME
Supported resilience, protected operations and
prioritised wellbeing
Find out more on page 62
Governance and risk oversight
ACTIVITY
Maintained governance, controls and risk oversight
OUTCOME
Enabled effective decision-making and
accountability
Find out more on page 100
Stakeholder engagement
ACTIVITY
Strengthened stakeholder engagement and
resilience planning
OUTCOME
Supported sustainable decisions, asset protection
and recovery planning
Find out more on page 74
PRIORITIES 2026
– Supporting our workforce and the Group’s operations
throughout the war in Ukraine
– Prioritising health, safety and employee wellbeing
across the Group
– Preserving the Group’s assets, liquidity and
financial resilience
– Maintaining oversight of operations, logistics and
market developments
– Reviewing and enhancing the Group’s risk management
and internal control framework to comply with Provision
29 of the UK Corporate Governance Code
120 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
INTRODUCTION TO CORPORATE GOVERNANCE
We are committed to strong and robust
corporate governance practices
Committed to upholding
high standards of
corporate governance
during exceptionally
challenging times
and delivering on
our promises.
DEAR SHAREHOLDER
On behalf of the Board, I am pleased to
present the Corporate Governance Report
for the year ended 31 December 2025.
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 Group and 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 four years,
and so before reflecting on the commercial
progress made during 2025, 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. The Board
continued to meet regularly to discuss the
war in Ukraine, receiving regular updates
from the management team as to the
Group’s response. Protecting the Group’s
workforce remains 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
2026, 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 Group and 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.
121FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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 applied the principles and complied
with the provisions 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.
We have also ensured Directors’ training and
professional development 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. During October 2025, the
then-designated Employee Engagement
Director, Vitalii Lisovenko, undertook an
operational site visit and held engagement
sessions with a cross section of employees.
The findings highlighted the importance of
strengthening communication, supporting
managers in leading under pressure, taking
a balanced approach to cost-management
decisions and enhancing employee
engagement. These findings and the related
recommended actions were presented to
the Board, which accepted them in full, and
progress is continuing despite the ongoing
challenges of the war in Ukraine. 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 74 to 78 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 CSR
activities, albeit on a reduced budget
approved by the Board, to support our
workforce and local communities in
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 (see the Responsible
Business section of the Strategic Report
on pages 62 to 73).
The Board exercises control of the local
charitable spending via its Health, Safety,
Environment and Community (“HSEC”)
Committee, which oversees and directs
these activities and receives reports
detailing the spend.
Throughout the year, due to liquidity
restraints, we were forced to suspend
the Ferrexpo Humanitarian Fund.
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.
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.
INTRODUCTION TO GOVERNANCE
CONTINUED
122 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
During the reporting year, there was
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 as a member of the Audit
Committee and as a member and
Chair of the HSEC Committee.
After year-end, Vitalii Lisovenko retired from
the Board at the AGM held on 29 June 2026,
having served more than nine years as
a Director. Vitalii also served as the Board’s
designated Employee Engagement Director.
A successor to this role will be appointed in
due course.
The Board recognises that it does not
currently meet all applicable diversity
targets in relation to gender and ethnic
diversity on the Board. While appointments
will continue to be made on merit and
against the skills and experience required
by the Group, the Board remains committed
to improving its diversity and will continue
to take both gender and ethnic diversity into
account as part of its ongoing Board
refreshment programme.
BOARD PERFORMANCE REVIEW
In line with the UK Corporate Governance
Code, Board performance was assessed
externally in 2024. Therefore, during the
year, an internally 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 review can be found on
pages 142 to 144.
Key highlights in 2025 and up to the date
of this report:
• supporting our workforce and the Group’s
operations throughout the war in Ukraine;
• health and safety and employee wellbeing;
• zero fatalities;
• broadened our premium-grade iron ore
product mix to export more concentrate;
• notified potential claims to the
Government of Ukraine under the
UK-Ukraine and the Swiss-Ukraine
Bilateral Investment Treaties, seeking
the cessation of the relevant actions to
protect the interests and assets of the
Group and all of its shareholders;
• continued with the search for a Director
to meet diversity targets;
• appointment of Audit Committee member;
• 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;
• held our 2026 AGM to approve the
re-election of directors (other than Vitalii
Lisovenko) and renew the authority for the
Company to make market purchases of its
own shares and to call general meetings
by notice of 14 clear days, with all
resolutions passing by significant
majorities; and
• focus on shareholder and key
stakeholder engagement.
Key priorities for 2026:
• supporting our workforce and the Group’s
operations throughout the war in Ukraine;
• health and safety and employee wellbeing;
• preserving the Group’s assets, liquidity
and financial resilience;
• oversight of operations, logistics and
market developments;
• enhancing the Group’s risk management
and internal control framework;
• progressing recruitment for key
leadership roles;
• 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.
On behalf of the Board, I confirm that
we consider that this Annual Report is fair,
balanced and understandable, and presents
the information necessary to assess the
Company’s position, performance, business
model and strategy.
Lucio Genovese
Interim Executive Chair
3 September 2026
It continues to take iron will to operate
through war. That will is reflected in the
resilience of our workforce and in our
determination to protect our people,
preserve our assets and support Ukraine.
123FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CORPORATE GOVERNANCE COMPLIANCE
As a company listed on the London Stock Exchange, the
Company is subject to the UK Corporate Governance Code 2024
(“Corporate Governance Code”). This section explains how we
applied the principles of the Corporate Governance Code. A copy
of the Corporate Governance Code can be found at frc.org.uk.
STATEMENT OF COMPLIANCE
(IN ACCORDANCE WITH UK LISTING
RULE 6.6.6R(6))
The Board considers the Company has
complied throughout the year ended
31 December 2025, with all the provisions
of the 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 Interim
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 2025. The Corporate
Governance Code is not a rigid set of rules,
and consists of principles and provisions.
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
Interim 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, regularly 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. Shareholder support for
Mr Genovese’s role is demonstrated by the
significant majority vote in favour of his
re-election at the 2026 AGM.
Further details on the composition of the
Board and its Committees are set out on
page 134 and further details of the role
of the Senior Independent Director are set
out on page 136.
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:
124 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Board leadership
and Company
purpose
Principle A: Interim Executive Chair’s Statement page 4, Stakeholder Engagement – Section 172
Statement pages 74 to 78, Skills Matrix page 131
Principle B: Interim Executive Chair’s Statement page 4, Our Business Model pages 28 to 31,
Understanding our Strategic Direction pages 32 to 35, Stakeholder Engagement – Section
172 Statement pages 74 to 78
Principle C: Key Performance Indicators pages 36 to 39, Risk Management pages 100 to 101, Principal
risks pages 102 to 115, Internal Controls page 155
Principle D: Interim Executive Chair’s Review page 4, Our Stakeholders page 74, Responsible Business:
Safety and our People page 64, Operating during a time of war: Local communities page 20,
Responsible Business: Governance pages 72 to 73, Stakeholder Engagement – Section 172
pages 74 to 78
Principle E: Non-Financial Information Statement page 73, Our engagement activities in 2025 page 75,
Stakeholder and workforce engagement page 138, Whistleblowing Policy page 157
Division of
responsibilities
Principle F: Interim Executive Chair’s Introduction page 4, Statement of Compliance page 134, Role
Descriptions page 136, Board Leadership pages 137 to 141, Board Performance Review pages
142 to 144
Principle G: Group Structure page 130, Board of Directors pages 126 to 127, Role Descriptions page 136
Principle H: Corporate Governance At a Glance page 130, Board of Directors pages 126 to 127, Time
Commitment page 135, Role Descriptions page 136
Principle I: Skills Matrix page 131, Time commitment and Non-executive Director external appointments
during 2025 page 135, Board Leadership pages 137 to 141
Composition,
succession,
evaluation
Principle J: Diversity page 129, Nominations Committee Report page 158
Principle K: Board Diversity, tenure and balance page 131, Board Composition page 134, Skills Matrix
page 131, Succession Planning and Recruitment page 160
Principle L: Board Performance Review pages 142 to 144
Audit, risk,
internal control
Principle M: External Audit page 156, Internal Audit page 156
Principle N: Audit Committee Report pages 146 to 157, Responsibility statement of the Directors in
respect of the Annual Reports and Accounts page 188
Principle O: Risk Management pages 100 to 101, Principal Risks pages 102 to 115, Internal Control and
Risk Management page 155
Remuneration Principle P: Remuneration Policy pages 163 to 180
Principle Q: Our approach to remuneration page 163, Performance and Reward pages 163 to 166,
Implementation of the Remuneration Policy in 2025 page 164
Principle R: Remuneration Report pages 163 to 180
125FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
BOARD OF DIRECTORS
A board with expertise
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
1 July 2023 as Interim 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.
Gender breakdown
As at 31 December 2025
Female 20%
Male 80%
Key to committee membership
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
Raffaele (Lucio) Genovese
Interim Executive Chair
Nikolay Kladiev
Executive Director,
Group Chief Financial Officer
Committee membership
N/A
Committee membership
126 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Our Board brings
together a broad and
complementary range
of skills, experience and
perspectives to support
the Group’s strategy and
provide effective oversight
of risk and governance.
Raffaele (Lucio) Genovese
Interim Executive Chair
Date of appointment
12 August 2019
10 February 2022 as Senior Independent
Director
Current external appointments
Non-executive director of Dauch Corporation
(formerly Dowlais Group plc) since April 2023;
Non-executive director of Costain Group Plc
since April 2022; and non-executive director of
Rosebank Industries Plc since November 2025.
Previous appointments
Previously, she was non-executive director
of Chemring Group Plc 2020–2026 and
senior independent director 2025-2026;
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, Rockhopper and Chemring
Group Plc.
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.
Fiona MacAulay
Senior Independent Non-executive Director
Date of appointment
28 November 2016
Current external appointments
Currently, he serves as a non-executive advisor
to the Minister of Finance of Ukraine and
advisor to Ukrzoovetprompostach (Ukraine).
Previous appointments
Previously, he was non-executive director of
the Supervisory Board of National Depositary
of Ukraine, 2020-2026; 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 contributed 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 brought extensive experience in the field
of Ukrainian government finance together
with a deep understanding of geopolitical
developments in Ukraine, which was valuable
to the Group.
Vitalii Lisovenko
Independent Non-executive Director
Date of appointment
22 October 2023
Current external appointments
N/A.
Previous appointments
Previously, he was Non-executive Chair of
Lucapa Diamond Company Limited 2024-
2026; 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.
Stuart Brown
Independent Non-executive Director
Committee membership
On 12 January 2025, on an interim basis, Fiona
was appointed as a member of and Chair of the
HSEC Committee and as a member of the
Audit Committee.
Committee membership
Committee membership
Non-executive Director designate for
workforce engagement.
FORMER DIRECTOR
127FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
EXECUTIVE COMMITTEE
An experienced and committed
Management Team
For more information see pages 126For more information see pages 126
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.
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.
Raffaele (Lucio) Genovese
Interim Executive Chair
Greg Nortje
Chief Human Resources Officer
Yaroslavna Blonska
Acting Chief Marketing Officer
Viktor Lotous
FPM General Director and the
Chair of FPM Supervisory Board
Nikolay Kladiev
Executive Director,
Group Chief Financial Officer
Executive Directors
Raffaele (Lucio) Genovese,
Interim Executive Chair
Nikolay Kladiev, CFO
Management Team
Viktor Lotous FPM, General Director and the
Chair of FPM Supervisory Board
Greg Nortje, Chief Human Resources Officer
Yaroslavna Blonska, Acting Chief
Marketing Officer
128 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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.
DIVERSITY
We report our Board and executive management diversity data as at 31 December 2025 in accordance with the UK Listing Rules disclosure
requirements, and our progress in meeting the UK Listing Rules board diversity targets.
Except for the resignation of Natalie Polischuk on 11 January 2025, there were no further director changes during the financial year and as
at 31 December 2025, women represented 20% of the Board see pages 122 to 123 and accordingly the target of 40% females on the Board
was not met as at 31 December 2025. Fiona MacAulay is the Senior Independent Director, see page 127 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.
The gender diversity of the Board and executive management as at 31 December 2025:
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 80% 2 5 83%
Women 1 20% 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 2025:
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) 5 100% 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 UKLR 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.
129FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
GOVERNANCE FRAMEWORK
Strong governance underpins the way the Company is
directed and controlled. On behalf of shareholders, the Board
provides leadership, oversight and accountability, supported
by its Committees with defined roles, ensuring sound
decisions, effective risk management, and long-term success.
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.
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.
Interim Executive Chair
and Executive Committee
1
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.
OUR GOVERNANCE AT A GLANCE
Board
Shareholders
Audit Committee
Responsibilities include
• Monitoring integrity of financial
statements.
• Reviewing internal control and risk
management systems.
• Relationship with external auditor.
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.
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.
1 The Finance, Risk Management and Compliance Committee, Investment Committee and the Executive Related Party Matters Committee
all report to the Executive Committee.
Read more on pages 146 to 157 Read more on pages 163 to 180
See more on page 62 See see more on page 136Read more on page 136
Read more on pages 158 to 162
130 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
STRONG AND EXPERIENCED LEADERSHIP
The right
team
Board balance
1
Independent 3
Non-independent 0
Executive chair 1
Executive 1
Gender
1
Female 20%
Male 80%
Age
1
40-49 0
50-59 2
60+ 3
Ethnicity
1
White 5
Mixed/Multiple Ethnic Group 0
Board tenure
1
0-5 years 2
5-9 years 2
9+ years 1
On 11 January 2025, Natalie
Polischuk resigned from the Board
as an Independent Non-executive
Director for personal reasons.
See page 134 for details of Board
members who served during the
year and as at the date of
this report.
Read more on pages 134
1. As at close of business on
31 December 2025
Board skills matrix
1
Relevance to strategy
Mining, Global Resource Industry
75%
Business leadership and strategy
80%
Corporate governance
70%
ESG/Sustainability
65%
Financial, Audit & Risk
90%
CIS geographical experience
85%
Government and international
relations
70%
HSEC
75%
Human capital management/
Remuneration
85%
Investor relations management
85%
Risk management
95%
Board composition and skills
The Board considers that its current composition provides an appropriate
balance of skills, experience and knowledge to support the Group’s
strategy and oversee the significant risks and challenges facing the
business. The Board’s composition is kept under regular review to ensure
it reflects the evolving needs of the business, its principal risks and the
interests of shareholders and other stakeholders.
Relevant skills
and experience
Long-term
stability
Strategy areas
High-quality production
Low-cost operations
Focus on sustainability
World-class customer network
Disciplined capital allocation
Read more on our
Strategy on page 32
131FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
KEY ACTIVITIES OF THE BOARD
There is an approved Schedule of Matters Reserved
for Decision by the Board which is reviewed periodically
and available at www.ferrexpo.com/investors
The Board retains responsibility for
the approval of certain matters
which include:
• Group strategy;
• the annual budget;
• the financial structure;
• major capital expenditure including
investments and disposals;
• approval of the Financial Statements;
• the dividend policy; and
• compliance with the Code.
Regular dialogue between the Chair,
Chief Executive and Company Secretary
helps ensure that the Board agendas contain
the appropriate mix of: strategy; people
and culture; financial; operational; and
governance matters to enable it to
effectively discharge its duties.
Strategy Financial
Board activities during 2025
• Reviewed the Group’s strategic response
to the ongoing war in Ukraine, including
scenario planning for different operational
and market conditions.
• Considered market developments,
logistics, options and growth
opportunities.
Key decisions made during 2025:
• Supported broader premium-grade
product mix, increasing concentrate sales
where market conditions were favourable.
• Endorsed scenario planning for higher
production when conditions allow.
• Approved actions to safeguard the
Group’s interests and assets.
Board activities during 2025
• Monitored liquidity, cash flow, funding
and budget performance.
• Reviewed going concern, viability,
impairment, treasury and banking
arrangements.
Key decisions made during 2025:
• Supported disciplined capital allocation
and cash management.
• Maintained a prudent approach to funding
and liquidity.
“ In 2025, the Board focused on
a resilient, adaptable strategy,
balancing short-term challenges
with long-term value creation.”
“ Liquidity, cash flow and capital
allocation were closely managed
in 2025 to preserve financial
resilience in a complex and
challenging environment.”
Raffaele (Lucio) Genovese
Interim Executive Chair
Nikolay Kladiev
Executive Director, Group Chief Financial
Officer
DIVERSIFY GEOGRAPHIES
The Group continues to reduce business
risk through the diversification of its
product portfolio, customer base and
geographic reach. Good progress was
made in 2025, with supply established
to five new customers, expanding the
Group’s geographic sales footprint to
ten countries.
GROW MARGIN
Support margins by focusing on
premium-grade products with the
strongest netbacks. In 2025, the Group
showed agility by increasing concentrate
sales to 44% of the total product mix
when these were more profitable than
pellets, while continuing to advance plans
for a new ultra-premium 70% Fe
concentrate pellet feed.
132 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Operational
Board activities during 2025
• Received regular updates on operations,
logistics and workforce matters.
• Oversaw health and safety and reviewed
readiness for recovery scenarios.
Key decisions made during 2025:
• Supported a broader premium-grade
product mix and higher concentrate
exports.
• Continued to strengthen cybersecurity
and IT controls.
“ In 2025, we remained focused
on safe, stable and efficient
operations in challenging conditions,
while retaining flexibility as
circumstances changed.”
Stuart Brown
Independent Non-executive Director
PROGRESS GREEN MINE INITIATIVE
Ferrexpo continued to progress its
Green Mine initiative in 2025, completing
a ten-year electrification study with MEC
Mining and advancing discussions with
key technology partners, including ABB,
Hitachi, Caterpillar and others, on
solutions including trolley-assist systems,
battery-electric locomotives and
battery-electric haul trucks.
SUPPORT RETURNING VETERANS
By the end of 2025, 207 veterans had
returned to Ferrexpo. Through its Veteran
Support Service, the Group provides
tailored support to help veterans
reintegrate into civilian life and the
workplace, including returning to previous
roles where possible or retraining for new
ones, alongside growing psychological
support for veterans, their families and
the wider community.
VALUE ADD DECISION-MAKING
In 2025, the Group strengthened
governance, focusing on disciplined
capital allocation, liquidity, cash
management, and operational resilience
to support long-term shareholder value.
This was especially important amid
withheld VAT refunds, with governance
enabling timely, transparent decisions in
a complex environment.
People & Culture Governance
Board activities during 2025
• Oversaw workforce safety, wellbeing
and veteran support during the war.
• Reviewed workforce engagement,
culture, succession planning and
diversity initiatives.
Key decisions made during 2025:
• Supported measures to protect
employees and those affected by the war.
• Considered workforce feedback on
communication, reward, wellbeing and
veterans’ issues.
• Continued the search for a new
Independent Non-executive Director to
support Board diversity.
Board activities during 2025
• Kept governance, risk and compliance
under close review.
• Reviewed key risks, compliance reporting
and whistleblowing matters.
• Oversaw Board composition, Committee
structure and governance developments.
Key decisions made during 2025:
• Issued formal notifications of potential
treaty claims against Ukraine.
• Approved updates to key governance
policies and statements.
• Approved Board and internal audit
appointments, supporting stronger
internal controls.
“ People and culture remained central
in 2025, with continued focus on
workforce wellbeing, engagement,
succession planning and support
for returning veterans.”
“ Strong governance supported
effective Board oversight,
constructive challenge and
decision-making in a complex
operating environment.”
Vitalii Lisovenko
Independent Non-executive Director
(retired from the Board on 29 June 2026)
Fiona MacAulay
Senior Independent Non-executive Director
133FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CORPORATE GOVERNANCE STATEMENT
The Board is committed to high standards of corporate
governance. This statement explains, in compliance
with the UK Listing Rules, the Company’s governance
framework, the work of the Board and its Committees
during the year, and how the principles of the UK
Corporate Governance Code have been applied.
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 130 to ensure compliance with the
Companies Act 2006, FCA UK 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 Interim
Executive Chair and Executive Committee
to manage the day-to-day running of
the Group.
BOARD COMPOSITION AND
INDEPENDENCE
As at 31 December 2025, the Board
comprised two Executive Directors and
three 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 2025 is presented in the table below:
Board member Role Audit Remuneration Nominations CID HSEC
1
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
S Brown Independent Non-executive Director
1. The HSEC Committee also includes some members of senior management.
Committee member.
Committee Chair.
134 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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 126
and 127.
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 Interim 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 during the year gave this
confirmation in respect of 2025.
All of the Non-executive Directors during the
year were 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 2025 is shown in the
table below.
NON-EXECUTIVE DIRECTOR EXTERNAL
APPOINTMENTS DURING 2025
During 2025, Fiona MacAulay was appointed
a non-executive director of Rosebank
Industries Plc, listed on AIM, a market
operated by the London Stock Exchange,
with effect from 14 November 2025. This
appointment was considered a significant
appointment for Ms MacAulay for the
purposes of the UK Corporate Governance
Code, and, in advance of the appointment,
Ms MacAulay 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 Ms MacAulay,
the time commitment expected in the
role as the Senior Independent 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.
Following a commitment from Ms MacAulay,
the Board was satisfied having regard to
these matters that the additional role
would not adversely impact the ability of
Ms MacAulay to perform her existing role
on the Ferrexpo Board and its Committees.
In December 2025, Vitalli Lisovenko
requested the prior approval of the
Board for an appointment as advisor to
the National Depository of Ukraine. This
appointment was considered a significant
appointment for Mr Lisovenko for the
purposes of the UK Corporate Governance
Code, and, in advance of the appointment,
Mr Lisovenko 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 Lisovenko, the
time commitment expected in the roles of
Non-executive Director and Non-executive
Director designate for workforce
engagement, 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 have
adversely impacted the ability of
Mr Lisovenko to perform his existing roles on
the Ferrexpo Board and its Committees at
that time. Mr Lisovenko accepted the new
advisory appointment in January 2026.
Board and Committee meeting attendance in 2025
Attended/Eligible to attend
Board Audit Remuneration Nominations CID HSEC
4
Director Scheduled Ad hoc Scheduled Ad hoc Scheduled Scheduled Scheduled Scheduled
R L Genovese 5/5 1/1 4/4
N Kladiev 5/5 1/1
V Lisovenko 5/5 1/1 5/5 1/1 4/5
2
3/4
2
5/5
F MacAulay
1
5/5 1/1 5/5 1/1 5/5 4/4 5/5 4/4
S Brown 5/5 1/1 5/5 1/1 5/5 5/5
1. Ms MacAulay was appointed as a member of the Audit Committee with effect from 12 January 2025.
2. Due to prior commitments, Mr Lisovenko was unable to attend one Remuneration Committee meeting and one Nominations Committee meeting. However, he reviewed the board
papers and had the opportunity to provide input in advance.
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 (including operational impacts arising from electricity supply disruptions), suspension of VAT
refunds in Ukraine, the Group’s liquidity position and other developments in Ukraine involving or impacting the Group.
135FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CORPORATE GOVERNANCE STATEMENT
CONTINUED
ROLE DESCRIPTIONS
A summary of the roles of the Chair, the CEO, the Interim 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 62, and the role of the Remuneration Committee in the
Remuneration Report on page 163.
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 126.
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.
Interim
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
163); and monitor executive succession planning (for Board succession planning, see the Nominations Committee Report
on page 158). 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 two 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”)).
136 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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 remains a key priority, as is taking
steps to protect the business and thereby
the stakeholders of the business. This will
remain a key priority for the Board
during 2026.
BOARD ACTIVITY IN 2025
Five scheduled Board meetings were held
in 2025 (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 2026.
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.
At each scheduled Board meeting, the
Directors receive a report from each of
the Interim 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 Interim 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
2025 on liquidity and the going concern
assessment given the situation in Ukraine
(including the suspension of VAT refunds).
The Interim 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
For the fourth consecutive year, 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.
A particular focus for 2025 was the
operational impacts to the Group caused
by the interruptions to electricity supply
in Ukraine resulting from Russian attacks
on energy infrastructure. The Board also
continued to support local communities in
Ukraine through a reduced Corporate Social
Responsibility (“CSR”) budget for 2025.
For further details see pages 18 to 21.
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$112 million as
at 31 December 2025) regarding contested
sureties, an application to open bankruptcy
proceedings (“creditor protection
proceedings”) against the Group’s major
subsidiary in Ukraine in relation to the
contested sureties claim, a further freeze
(“arrest”) being placed on certain shares in
all of the Company’s Ukrainian subsidiaries,
and the suspension of VAT refunds by the
Ukrainian tax authorities as a result of
personal sanctions imposed on Mr Zhevago.
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 listed on
the London Stock Exchange the Company
is required to, and does, operate
independently of all its shareholders.
BOARD LEADERSHIP
Governing with Purpose, Strength, Iron Will. The Board
provides leadership and oversight to support the
Group’s strategy, uphold high standards of governance
and promote long-term sustainable success, ensuring
disciplined, accountable decision-making, responsive to
the challenging environment in which the Group operates.
137FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
BOARD LEADERSHIP
CONTINUED
BILATERAL INVESTMENT TREATIES AND
BOARD ACTIONS TO PROTECT THE
INTERESTS AND ASSETS OF THE GROUP
AND ALL OF ITS SHAREHOLDERS.
During the year, and as announced in March
2025, Ukrainian authorities indicated that
a court had approved the transfer of certain
corporate rights in 16 Ukrainian entities,
including 49.5% of the corporate rights of
Ferrexpo Poltava Mining, to Ukraine’s Asset
Recovery and Management Agency,
although the Group has not received any
formal documentation in relation to this
matter. These developments follow earlier
statements regarding potential
nationalisation claims and form part of
a broader series of legal actions against the
Ferrexpo Group, including civil and criminal
proceedings, that have resulted at various
times in asset freezes, arrests of property
and bank accounts, and the detention of
senior management resulting in bail
payments being made by the Group
to secure their release.
The Group considers these actions to be
without legal merit, contrary to Ukrainian
law, and characterised by procedural
deficiencies and breaches of due process.
Ferrexpo’s Ukrainian subsidiaries are wholly
owned by Ferrexpo AG and are managed
independently of Mr Konstantin Zhevago,
who holds no shareholding in those entities.
The Group believes that Ukraine’s conduct
constitutes breaches of its obligations under
the UK–Ukraine and Swiss–Ukraine bilateral
investment treaties, including the obligation
to provide fair and equitable treatment
and to refrain from unreasonable or
discriminatory measures. Accordingly,
Ferrexpo Plc and Ferrexpo AG were left with
no option but to issue a formal notification
of potential claims to the Government of
Ukraine under the UK-Ukraine and the
Swiss-Ukraine Bilateral Investment Treaties,
seeking the cessation of the relevant actions
and the commencement of negotiations to
resolve the matters. Further updates will be
provided as and when appropriate.
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 November 2025, the tenth consecutive
Responsible Business Report was published
and our first to comply with Global
Reporting Initiative standards. Achieving
this milestone has long been an ambition,
and it marks a positive step forward. Even
when we are consumed by war, we have not
lost sight of our commitment to progress
our ESG reporting to even higher standards.
Highlights of the report include: Veteran
Support Programme continues to help
colleagues return to civilian life and work;
funding for more than 100 humanitarian
projects and initiatives; increase in female
representation in management roles in
Ukraine to 22.9%; increase in gender
diversity within the workforce now at 32%
female; 9% decrease in Scope 1 emissions
on a unit basis; US$657 million paid to
suppliers in the year under review;
recognition as a European climate leader
by the Financial Times and Statista and
recognition for our humanitarian programme
at the Global Good Awards.
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 80 to 99 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. During the year
the Board discussed the Group’s liquidity
position, including the impacts arising
from the withholding of VAT refunds and
production impacts arising from the
disruption to electricity supplies in Ukraine.
The Board was updated by the management
team on the steps being taken to reduce
costs and manage the Group’s working
capital position in a difficult operating
environment, and also exploring potential
funding options.
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, the Board
and the Audit Committee received updates
from the Head of IT and additional resources
was provided to bolster cybersecurity and
IT staff.
STAKEHOLDERS AND
WORKFORCE ENGAGEMENT
Stakeholder considerations and culture are
an important part of the Board’s discussions
and decision making. The information
on pages 74 to 78 provides a review of
stakeholder engagement activities during
the year and explains how the Board
considers stakeholders in decision making.
In October 2025, over two days, Mr Lisovenko,
former Non-executive Director Designate for
workforce engagement, visited our
operations in Ukraine and hosted a series
of meetings and a number of engagement
sessions with a cross section representing
a range of employees across the three
business units and included directors,
senior line managers, first line managers
and supervisors, workers and demobilized
employees (veterans).
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 2025, a summary
of the issues raised and recommended
actions for the Board’s consideration were
presented to the Board. The Board
considered the comments, concerns,
suggestions and questions and will provide
feedback to the workforce via established
communication channels. For example,
comments and concerns from the Ferrexpo
workforce were categorised into eight main
themes: wages, internal relationships and
development of grapevine myths, excessive
cost cutting, mobilisation and reservation
from military call-up, issues with spare parts,
veterans’ issues, Ukraine vs non-Ukraine
Ferrexpo and staff shortages for qualified
personnel. Further details see page 76
Employees and wider workforce,
Section 172 Statement.
The Group engages with its workforce
through an annual employee engagement
survey, which provides the Board with
a valuable mechanism for understanding
workforce sentiment and monitoring culture
across the organisation. The survey forms
part of the Board’s broader workforce
engagement framework and assists the
Board in assessing whether the Group’s
culture remains aligned with its purpose,
values and strategy. Conducted on a Group-
wide basis in 2025, the survey also enabled
the Board to evaluate changes from 2024
and to consider the effectiveness of
actions taken in response to the previous
year’s findings.
The 2025 survey achieved a response rate
of 61% (2024: 62%), representing a broad
cross-section of the Group’s workforce.
The overall engagement score was 54%
(2024: 71%). The Board carefully considered
this reduction and recognised that it reflects
the exceptionally challenging conditions in
which many employees continue to operate,
particularly in the context of the ongoing
war in Ukraine and the resulting pressures
on day-to-day life and wellbeing.
138 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
The principal themes arising from the
survey related to communication, reward
and recognition, and employee wellbeing.
In response, focused action plans have
been developed jointly by management and
employees and are being overseen by the
Board. The Board will continue to monitor
progress in these areas and will use the
2026 survey, alongside its other workforce
engagement and cultural indicators,
to assess the effectiveness of the
actions taken.
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 Independent Non-
executive Director Board and Board
Committee roles.
Following the resignation of Ms Natalie
Polischuk, on an interim basis:
• Fiona MacAulay was appointed as Chair
of the Health, Safety, Environment and
Community Committee with effect from
12 January 2025.
• Fiona MacAulay was appointed as
a member of the Audit Committee on
12 January 2025.
For further details see pages 158 to 162
of the Nominations Committee Report.
GOVERNANCE AND RISK
At each of its scheduled meetings, the
Board considered any updates to the
principal and emerging risks of the Group,
and in particular during 2025 considered the
new risks facing the Group as a result of the
ongoing Russian invasion, the withholding
of VAT refunds by Ukrainian tax authorities,
the potential nationalisation of assets of the
Group in Ukraine and also changes to other
country-related risks. For further details,
see pages 102 to 115 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.
CODE OF CONDUCT
Our Code of Conduct, which underpins our
shared values and culture and establishes
expected behaviours and standard of ethics
that we require all employees to display, was
reviewed and approved by the Board during
the year.
MODERN SLAVERY ACT STATEMENT
The Group’s Modern Slavery Act Statement
for the year ended 31 December 2025 is
available at www.ferrexpo.com.
EXECUTIVE APPOINTMENTS AND
SUCCESSION PLANNING
There were no executive appointments
during the year.
For further details see page 160 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;
• Interim 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 and annual results,
going concern and viability, investor
presentations;
• geopolitical matters;
• internal review of the performance of the
Board, Interim Executive Chair, Directors
and Company Secretary;
• review of the 2025 AGM statement, and
proxy agency comments and
recommendations;
• review of the GM 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 updated Bribery,
Corruption and Fraud policy;
• approval of the outline Fraud Prevention
Framework Plan; and
• the CSR budget.
During 2025, 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 2024 and noted the
achievements and completion of all nine
actions during the year.
The executive management were provided
with three scenarios upon which to base
their strategy reports:
• Scenario 1, Downside planning;
• Scenario 2, Base planning; and
• Scenario 3, Upside planning.
The Board received an update on forecast
results for the remainder of 2025 followed
by presentations from executive
management (FPM and FYM operations,
Sales and Marketing, Human Resources,
Capital Expenditure allocation and Finance)
covering each of the above scenarios and on
the following:
• expected results for 2025 together with
financial models for each scenario;
• Market overview and 2025 forecast,
short-term pricing 2025 to 2026, pellet
supply, markets, freight management and
alternative logistics;
• FBM Mining licence, legislation, licence
extension, licence area and land
reductions together with land refusal and
staff reduction;
• Investor relations, funding opportunities
and capital raising, corporate
communications and public affairs;
• Finance – 2026 financial models for each
of the above scenarios;
• Human resources – actions to support
each scenario;
• Assessment of Risks for 2026 and ranked
according to probability and impact.
The Board’s focus on composition, conduct,
risk and succession helps ensure the Group
is governed with discipline and foresight.
139FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
BOARD LEADERSHIP
CONTINUED
The Board recognises that culture is
a critical foundation for the long-term
success of the Group. It shapes how the
Group’s purpose, values and strategy are
translated into day-to-day behaviours,
decision-making and performance across
the organisation. The Board believes that
a strong and healthy culture supports
the delivery of the Group’s strategic
priorities, reinforces high standards of
conduct and accountability, and helps
create sustainable value for shareholders
and other stakeholders.
The Group’s purpose and Five Values
underpin the culture the Board seeks
to promote. Together, they provide the
framework within which colleagues
operate, collaborate and deliver the
Group’s objectives. The Board considers
that maintaining a culture which
promotes safety, integrity, responsibility,
performance and continuous improvement
is essential to building a resilient and
sustainable business.
Further information on the Group’s
Values is set out in Our People on
page 22 of the Strategic Report.
WHY IS CULTURE IMPORTANT TO
THE BOARD AND HOW DOES IT HELP
ACHIEVE OUR GOALS?
The Board considers culture to be integral
to the effective delivery of the Group’s
strategy. As a business operating in
a complex, heavy industrial environment,
the Group’s long-term success depends
on the quality, capability and commitment
of its people, and on a culture that
supports safe operations, disciplined
execution, collaboration and responsible
decision-making.
The Group’s workforce, comprising
approximately 8,000 employees and
contractors, is central to the delivery of
safe, reliable and efficient production.
The Board recognises that the knowledge,
experience and engagement of the
workforce are key strengths of the business.
The stability provided by a significant
proportion of employees with long service
also supports operational continuity,
preserves institutional knowledge and
contributes to the development pipeline
of future talent for the Group.
The Board believes that a strong culture
helps the Group achieve its goals by
aligning colleagues around a shared purpose,
embedding expected behaviours and
supporting a consistent focus on safety,
performance and sustainability. The
Group continues to invest in training
and development, including through its
dedicated onsite training centre, to
strengthen capability, reinforce standards
and support a culture of continuous learning
and improvement. In the Board’s view,
this investment in people and culture is an
important enabler of operational resilience
and long-term value creation.
HOW DOES THE BOARD FOSTER
A CULTURE ALIGNED WITH OUR
PURPOSE, VALUES AND STRATEGY
ACROSS THE ORGANISATION?
The Board is responsible for setting the
tone from the top and for promoting
a culture that is aligned with the Group’s
purpose, values and strategy. In discharging
this responsibility, the Board seeks to
ensure that the behaviours expected across
the organisation are clear, consistently
communicated and reflected in the way
the Group is led and managed.
Ferrexpo’s purpose — to deliver value to
stakeholders by producing and marketing
premium iron ore products in a socially
responsible and sustainable manner —
provides the overarching context for the
Group’s strategy and culture. The Group’s
Five Values support this framework
and are intended to guide behaviours,
decision-making and ways of working across
the business.
The Board fosters this culture through
its oversight of strategy, leadership,
succession, talent development, health
and safety, and broader workforce
matters. It also considers whether the
Group’s governance framework, policies,
controls and management processes
support the behaviours and standards it
expects. Through regular engagement with
management and directly with employees,
the Board seeks to ensure that the desired
culture is embedded throughout the
organisation and remains aligned with
the Group’s strategic priorities.
WHAT DOES THE BOARD DO TO ASSESS
AND MONITOR CULTURE?
The Board recognises that culture must be
actively monitored and assessed to ensure
that it remains aligned with the Group’s
purpose, values and strategy. Oversight
of culture forms part of the Board’s wider
responsibilities in relation to the long-term
sustainability of the business, effective risk
management and the maintenance of
a strong governance framework.
The Board monitors culture through
a range of qualitative and quantitative
indicators. These include regular reports
from management, workforce listening and
engagement feedback, health and safety
metrics, employee retention and turnover
data, training and development activity,
and reports relating to whistleblowing and
other speak-up mechanisms. Together,
these sources assist the Board in forming
a view as to whether the Group’s desired
culture is being embedded in practice.
In reviewing this information, the Board
considers whether behaviours across
the organisation are consistent with the
Group’s Values, whether the culture
supports an effective control environment
and whether colleagues feel able to
speak up, contribute and develop.
This enables the Board to identify areas
of strength, consider where further
action may be required and continue
to promote a culture that supports the
Group’s strategic objectives and long-
term success.
Our culture and values
Greg Nortje
Group Chief Human Resources Officer
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 2025 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 8, 10 and 11 at the 2025 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 2025 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.
The votes against resolutions 10 and 11 at the
2025 AGM 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 during
the year continued to engage with
representatives of its largest shareholder
in the ordinary course on a range of issues.
There were no significant votes against any
of the resolutions proposed at the 2026
AGM, which were all passed by the
requisite majority.
140 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
What our investors ask us most
End markets remained mixed in 2025. Global steel
production fell 2% YoY, with weak demand and
high Chinese exports pressuring steelmakers,
particularly in Europe. Iron ore prices were more
resilient on tight inventories and expected Chinese
stimulus. Pellet markets weakened, with Atlantic
premia down 24%, while premium concentrate
demand was stronger, supporting sales. Looking
ahead, the outlook remains balanced: higher iron
ore supply in 2026 may weigh on prices, but China
policy support and EU trade protection could
support demand in Ferrexpo’s core markets.
Our strategy is to broaden our premium
product offering, diversify the customer base and
expand geographically. In 2025, continued access
to Ukrainian Black Sea ports helped us increase sales
into Asia and improve seaborne competitiveness.
We also added five new customers and expanded
sales in growth markets, and are now positioned as
a supplier of a broader range of premium products.
This gives us greater flexibility to place product where
margins are strongest and reduces reliance on any
single market, customer segment or product premium.
Our capital allocation priorities are to preserve
liquidity, maintain safe, stable operations, and
invest selectively to strengthen resilience and
long-term value, while maintaining strict financial
discipline and retaining commercial flexibility.
We remain focused on supporting core operations,
protecting logistics capability, and targeted
investments linked to premium products,
efficiency, and long-term competitiveness,
especially where it enhances our ability to respond
to changing market conditions.
Despite macro volatility, Ferrexpo sold more
than 6.5 million tonnes in 2025, including
2.9 million tonnes of premium concentrates,
reflecting a deliberate pivot towards stronger-
margin opportunities. This was driven by weaker
pellet premia and stronger concentrate demand,
with flexible product mix and logistics helping
protect value.
Pricing remained volatile, making our ability to
adjust mix, reroute logistics and stay close to
customers critical.
What is your strategy
to expand market reach?
How have volumes and
pricing responded to
macroeconomic volatility?
What are your priorities
for capital allocation?
How are end markets
performing?
141FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
BOARD PERFORMANCE REVIEW
Board performance evaluation
Action to be taken Actions 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.
The Nominations Committee established detailed criteria for the role and kept these under review
throughout the process, refining requirements as the Board’s priorities evolved in response to the
continuing impact of the war in Ukraine and the Group’s changing needs. Particular emphasis was placed
on candidates with strong financial expertise, together with deep sector knowledge and practical
geopolitical experience in Ukraine, recognising that effective oversight in the current environment requires
a clear understanding of geopolitical dynamics, regulatory complexity and sector-specific risks. A director
with this specialised experience would further strengthen the Board’s ability to support the Company’s
long-term resilience and stability.
The search process identified several potential candidates who were interviewed by the Nominations
Committee, however, none fully met the evolving criteria for appointment. As the search progressed, the
Nominations Committee refined the desired candidate profile to reflect changing operating conditions
and the Board’s shifting priorities. While the Board remains committed to filling the vacancy, it considers
it prudent, if necessary, to pause or defer the appointment until operating conditions stabilise, recognising
that an end to the war could broaden the pool of candidates able to meet the Board’s requirements and
support its long-term effectiveness.
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.
In 2025, the Nominations Committee undertook a comprehensive review of the Board’s skills matrix to
ensure it remains relevant and aligned with the Company’s evolving needs, and to support both the
recruitment and ongoing development of Board directors (see the Board Skills Matrix on page 131). This
review confirmed the importance of strengthening expertise in areas such as sustainability, legal and
regulatory matters, cyber security, and relevant sector and geopolitical experience, reflecting the Group’s
operating environment.
Maintaining an appropriate balance of skills and experience across the Board remains a priority in
supporting effective oversight and the delivery of the Company’s long-term strategy.
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.
The Nominations 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, the Nominations Committee
considered that postponing the search until the war ends remains the most prudent course of action.
The number of women in leadership increased and has now met the Board’s stated target of 25% women
in leadership roles ahead of the original 2030 timeframe. The Board considers this to be a positive
milestone and expects momentum to continue into 2026, notwithstanding the ongoing conflict in Ukraine.
The Board intends to set a new aspirational target during 2026 to be achieved by 2030, ensuring continued
focus on achieving best-in-class gender balance across the Group.
During 2025, the Nominations Committee reviewed the talent pipeline and succession plans for key
business roles, ensuring development actions address critical capability gaps and that succession coverage
is in place for priority corporate and operational positions. Recognising that the ongoing war continues to
create challenges to attract and retain skilled personnel, the Group Chief Human Resources Officer was
tasked to accelerate sustaining targeted succession initiatives to strengthen leadership continuity and
support ongoing business stability and growth.
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.
Mr Lisovenko, former Non-executive Director designate for workforce engagement, being resident in
Ukraine, visited the workforce in October 2025 over two days and provided feedback at the scheduled
Board meeting in November 2025. The different ways to enhance workforce engagement include;
employee townhall meetings, employee meetings in smaller groups, weekly meetings with managers,
print, digital channels and social media are used for internal and external communications, including the
Company newspaper “The Miner”.
Towards the end of 2025, a second Employee Engagement Survey was undertaken using the same new
platform as in 2024.The response rate of 61% represented a good cross-section of business
demographics, although it was lower than the 62% in 2024. The Group’s overall engagement score fell to
54% from 73% in 2024 due to more challenging working and salary conditions. The survey provided the
data needed to make recommendations to the Board to improve working conditions for the workforce,
cognisant of the constraints upon the business due to lower liquidity.
Under the UK Corporate Governance Code, the Board is required to undertake annually a formal
and rigorous review of its own performance and that of its Committees and individual Directors.
This review should be externally facilitated every three years.
ACTIONS FROM THE REVIEW OF 2024 EXTERNAL BOARD PERFORMANCE
The Board and its Committees consider their effectiveness regularly and the outcome and findings
from the 2024 external review were progressed throughout the year with the following actions taken:
Board Performance Review
cycle
2023 Internal
2024 External
2025 Internal
142 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Action to be taken Actions taken
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 again with the Interim 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, prioritisation and time allocation.
Corporate resourcing
Ensure bolstered resourcing for Secretariat
The search process conducted in early 2025 identified several potential candidates who were interviewed,
however, none fully met the criteria for appointment.
2025 INTERNAL BOARD
PERFORMANCE REVIEW
During 2025, the annual performance review
of the Board and its Committees was carried
out internally using a questionnaire led by
the Group Company Secretary. The purpose
was to build on the recommendations and
areas identified from the externally
facilitated review in 2024.
The review also included feedback on
individual performance. This informed the
annual process of individual Director
review, led by the Senior Independent
Director in place of the interim Executive
Chair, which included one-to-one
discussions with each Director on their
performance, contribution and any
additional training and development needs.
The review process involved the completion
of questionnaires by the Board and
Committee members, with responses
collated anonymously and analysed by
Clare Chalmers Ltd together with the Group
Company Secretary.
The thematic review focus areas included:
The Senior Independent Director led the
annual review of the interim Executive Chair,
holding a one-to-one discussion to provide
feedback on his performance. This was
informed by a closed session of the Non-
executive Directors, excluding the Executive
Chair, led by the Senior Independent Director.
The Senior Independent Director also
engaged the Executive Director/CFO
and Group Company Secretary to obtain
their views on the interim Executive
Chair’s performance.
• Board composition, including interim
Executive Chair performance following
transition, succession, training and
induction, leadership, dynamics and
decision-making
• Board oversight: Strategy, performance,
risk, people and culture
• Stakeholders, employee engagement,
shareholders, customers and suppliers
• Board efficiency, planning, agendas,
minutes and secretariat support
• The effectiveness of Board Committees
Preparation, questionnaire design and content, interviews and reporting:
PREPARATION
• Interim Executive Chair and Group Company Secretary reviewed the 2024 recommendations and outcome to the scene
for 2025.
• Interim Executive Chair and Group Company Secretary held a scoping meeting 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 to identify key areas of focus.
• Individual interviews were scheduled with Senior Independent Director and all the Non-executive Directors.
QUESTIONNAIRE
DESIGN AND
CONTENT
A comprehensive questionnaire was designed covering:
• Board: Constitution and Commitment, Leadership, interim Executive Chair transition, Efficiency of Board Process, Board’s
role, Development, Stakeholders, of which there were 40 questions.
• Audit Committee: Constitution and Commitment, Leadership, Efficiency of Committee Process, Committee’s role,
Relationships, Development, of which there were 21 questions.
• Remuneration Committee: Constitution and Commitment, Leadership, Efficiency of Committee Process, Committee’s role,
Development, of which there were 20 questions.
• Progress/Achievement of 2024 external review recommendations, of which there were 15 questions.
FORMAL
INTERVIEWS
• Led by the Senior Independent Director, the other Directors also met without the interim Executive Chair present to evaluate
the interim Executive Chair’s performance and separately, the Senior Independent Director evaluated the performance of
the Directors.
REPORTING
• The completed questionnaires were collated anonymously and analysed externally by Clare Chalmers Ltd together with the
Group Company Secretary.
• Key findings and recommendations were shared with the interim Executive Chair, Senior Independent Director and Group
Company Secretary, and a draft report was prepared for review.
• The report was circulated to the Board and the feedback and comments from the questionnaires were discussed at a Board
meeting, before deciding which recommendations to take forward.
143FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
BOARD PERFORMANCE REVIEW
CONTINUED
FEEDBACK AND REPORT FINDINGS
The internal Board Performance Review
was circulated to the Board, including
the feedback and comments from the
questionnaires which were discussed at
a Board meeting, before deciding which
recommendations to take forward. Led by
the Senior Independent Director, the other
Directors also met without the Executive
Chair present to evaluate the Executive
Chair’s performance and, separately, the
Executive Chair evaluated the performance
of the Directors.
The Board 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, but nonetheless, despite the
challenges associated with the war in
Ukraine, some progress has been made
during 2025 as detailed above.
The Board has considered the findings of
the review and, overall, the review concluded
that although the Board is relatively small,
given its size the Board is well-balanced in
terms of Board dynamics and 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 everything 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.
The Board is well led by a proactive and
fully engaged interim Executive Chair. The
environment in the boardroom encourages
appropriate challenge and open debate with
no single voice dominating discussions. The
Board and its Committees are well chaired
and run by committed independent
Non-executive Directors.
The Board recognise the need to appoint
a Chief Executive Officer and additional
independent Non-executive Directors to
re-balance the Board’s composition to
make it more diverse in terms of gender
and ethnicity, but equally acknowledge the
difficultly to do so during the war and the
unique circumstances the Company is facing.
The Board will continue to consider and
reflect on its composition and what may be
required for future Non-executive Director
hires to include future roles, skills and Board
diversity including gender and ethnicity.
In response to the main recommendations
of the review report, the Board has agreed
that the following key areas for focus
in 2026:
KEY AREAS FOR FOCUS IN 2026
Area Action 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.
Corporate resourcing • Ensure bolstered resourcing for Secretariat.
144 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
BOARD TRAINING AND DEVELOPMENT
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 139.
All Directors may take independent
professional advice at the expense of the
Company in the furtherance of their duties.
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.
The effective contribution of each Director
is supported by a comprehensive induction
and continuing professional development.
145FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
AUDIT COMMITTEE REPORT
Stuart Brown
Chair of the Audit Committee
Membership and
meeting attendance
Scheduled meetings
Committee member
Eligible to
attend Attended
Stuart Brown 5 5
Fiona MacAulay 5 5
Vitalii Lisovenko 5 5
Read the Committee’s full objectives
and responsibilities online:
www.ferrexpo.com/about-ferrexpo/
corporate-governance/board-
committees/
Key activities of the Committee in 2025
Key activities of the Audit Committee during 2025 are set out below.
February
• Received an update on the situation
in Ukraine.
• Reviewed and challenged 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 2024 audit and analysed further
work required.
• Considered the draft Annual Report
and Accounts for 2024.
• 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.
• Noted no further developments on
Audit Reform.
• Reviewed the Audit Committee
Minimum Standards in readiness for
confirmation and disclosure.
• Held a private meeting with the auditors.
March
• Received an update on the situation
in Ukraine.
• Reviewed the 2024 Annual Report
and Accounts.
• 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 outcome of the going
concern assessment and impairment test.
• Assessed specifically the impact of events
after the reporting period on the going
concern assessment and impairment test
and the adequacy of disclosures made.
• Considered the going concern and
viability statement.
• Discussed identified material
uncertainties and assessment of
mitigating actions.
• Reviewed the Audit Committee Report.
• Reviewed the auditor’s 2024 performance
(Statutory Audit Service Order) – analysis
of scores.
• Recommended the re-appointment
of Auditor at the 2025 Annual
General Meeting.
• Noted no further developments on
Audit Reform.
• Reviewed the Compliance Report,
including whistleblowing cases.
• Reviewed the Group’s risk matrix
and register.
• Held a private meeting with the auditors.
146 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
May
• Received an update on 2024 audit
follow up matters, including management
letter points and management’s
comments thereon.
• Reviewed the auditor’s 2024 performance
(Statutory Audit Service Order), including
detailed analysis of final scores.
• Reviewed 2025 audit planning, including
key dates and preliminary audit plan.
• Reviewed an update on 2024
recommendations from internal audit.
• Noted no further developments on
Audit Reform.
• Received an update on Cyber Security
developments and IT Security matters.
• Received an update on ESG metrics
quality assurance for future CSRD
compliance and reporting requirements.
• Noted notification of auditor resignation
following transition to a new audit entity
within the same firm of auditors.
• Received a progress update following
a review of the Risk Register to re-map
principal risks on the risk assurance map.
• Reviewed a Compliance Report, including
whistleblowing cases.
• Reviewed the Group’s risk matrix
and register.
• Received a progress update on
implementation plans for Provision 29
of the 2024 Corporate Governance Code.
• Reviewed an update on Directors’
Interests list.
• Received a detailed update on legal cases.
• Held a private meeting with the auditors.
July
• Reviewed presentation of Group’s result
in half-year accounts.
• Reviewed key assumptions used and
outcome of the going concern assessment
and impairment test.
• Considered the going concern statement.
• Received auditor’s Review Report to the
Audit Committee.
• Noted no further developments on
Audit Reform.
• Reviewed the Group’s risk matrix
and register.
• Reviewed the Directors’ Interests list.
• Reviewed the Compliance Report,
including whistleblowing cases.
• Reviewed the Audit Committee terms
of reference.
• Held a private meeting with the auditors.
November
• Considered the Group’s work plan for
the 2025 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.
• Approved the appointment of the
Head of Internal Audit.
• Received a progress update on the
2025 internal audit matters and
recommendations.
• Reviewed the preliminary internal audit
plan for 2026.
• Received a progress update on the
tender process and selection of platform
provider for internal control system
pursuant to provision 29 of the 2024
Corporate Governance Code.
• Reviewed the Audit Committee
Minimum Standards in readiness for
confirmation and disclosure.
• Noted no further developments on
Audit Reform.
• Reviewed a Compliance Report,
including whistleblowing cases.
• Reviewed the Directors’ Interests list.
• Reviewed the Group’s risk matrix
and register.
• Reviewed the Audit Committee 2026
Forward Planner.
• Reviewed regulatory horizon for Climate
Change and ESG reporting
• Held a private meeting with the auditors.
147FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
AUDIT COMMITTEE REPORT
CONTINUED
On behalf of the Board, I am pleased to
present the Audit Committee Report for
the financial year ending 31 December
2025. 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
2025 Annual Report and Accounts.
The situation for the Group during the
financial year 2025 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
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 at a much lower capacity, the
war and legal actions against the Group
continue 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 country risk on
pages 103 to 106). 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 2025,
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 2025
and a claim in relation to an accused
illegal mining and selling of subsoil (minerals
other than iron ore) in the amount of
UAH157 billion (approximately US$3.7 billion
as at 31 December 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.
Further to that, as disclosed in detail in the
Group’s 2025 Interim Accounts, the VAT
refunds to the Group’s subsidiaries in
Ukraine have been suspended by the local
tax authorities as a result of personal
sanctions imposed on Mr Zhevago,
increasing the pressure on the Group’s cash
flow generation and profitability, requiring
an adjustment of its production plan.
See Note 2 Basis of preparation for details
of significant judgement to be made in
terms of the Group’s ability to continue as
a going concern due to the existing material
uncertainties. Further information is also
provided 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 year-end audits since the beginning
of the war in Ukraine. In terms of the audits
on Group level, the team of 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.
148 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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 2026.
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.
Despite the Group’s current very
difficult situation due to the war in Ukraine,
which represents an additional significant
burden for the Group’s management and
employees, the Group has pushed ahead
with the process of implementing the
necessary additional requirements relating
to Provision 29 in 2025.Due to the absence
of a Head of Control at Group level, the
project is being managed by Group Finance
and is therefore also responsible for its
implementation. The Audit Committee was
regularly informed of progress in 2025 and
involved in the necessary key decisions that
were required to be made.
However, it should be noted that the
ongoing war in Ukraine has affected the
progress of the project, as the resources
of the local teams in Ukraine must also be
taken into account. It has therefore been
decided that the project will primarily be
driven forward at Group level for the time
being. Nevertheless, the local teams in the
various jurisdictions, including Ukraine, will
be responsible for carrying out the defined
material controls.
In order to better define and manage this
important process, the Group has decided
to implement a new GRC tool to ensure the
smooth implementation and running of
the required process to address the new
requirements under Provision 29.
As at the date of approval of these
Consolidated Financial Statements, the
implementation of the GRC tool is complete,
and local teams are currently being trained.
Considering the time constraints and the
situation in Ukraine, it is currently not yet
sure whether it is possible to have a dry-run
as at 30 June 2026. However, with or
without dry-run, management is confident
that the necessary processes will be in place
by 31 December 2026 as required for the
Directors’ declaration on the effectiveness
of the Group’s material controls.
Enhance TCFD requirements continued to
be a focus for the Committee, with Group
management supported by environmental
consultants Ricardo to complete the
expanded 2025 disclosures.
The HSEC Committee decided not to
run a 2025 Climate Change Report as the
war in Ukraine had continued, there was
no material change in the situation on the
ground to warrant updating the report as
the previous scenario analysis and potential
pathways to Net Zero iron ore production
published in December 2023 still stand.
The TCFDs can be found from pages 80 to
99 of the Strategic Report of the 2025
Annual Report.
The Committee has overall responsibility
for approving the disclosures made under
the climate related UK Listing Rule 6.6.6R(8).
The Committee has continued to receive
updates during the year on climate
related disclosures and reporting. Further
information on our TCFD disclosures can
be found on page 80. For the Annual Report
and Accounts of the previous years, we also
engaged our auditors to perform certain
procedures on certain non-financial
reporting criteria under a limited assurance
engagement in accordance with the
requirements of the International Standard
on Assurance Engagements ISAE (UK)
3000 Assurance Engagements. For the
2025 Annual Report and Accounts, in view
of the Group’s difficult financial situation,
it was decided to opt out of the limited
assurance engagement.
Detailed below is further information on
the role, structure and key activities of the
Committee and significant judgements
it has considered and assessed in 2025.
I hope this additional information about
the Committee and its activities is useful.
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
their robust challenges and 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
3 September 2026
149FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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.
• Overseeing completion of the
Group’s going concern and viability
assessment and statements and the
conclusions thereon.
• Overseeing the Group’s relations with
the external auditor, including an
assessment of their independence,
effectiveness and objectivity.
• 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 102 to 115.
• 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.
• 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 2025,
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 11 January 2025, Natalie Polischuk
resigned from the Board of Ferrexpo and
as a member of the Audit Committee with
immediate effect and Fiona MacAulay,
Senior Independent Non-executive
Director, was appointed as a member of
the Audit Committee on an interim basis.
As at the year end, the Committee
comprised three Independent Non-
executive Directors:
• Stuart Brown (Chair of the Committee);
• Vitalii Lisovenko; and
• Fiona MacAulay.
In addition to the five meetings held
in 2025, the Audit Committee has met
once to date in 2026. 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 127 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 Audit Services
LLP (“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. During
the year, a private meeting with the
external auditors was held after each
scheduled meeting.
AUDIT COMMITTEE REPORT
CONTINUED
Focused on management’s going concern
assessment and a rigorous evaluation of the
material uncertainties arising from the ongoing
war and legal disputes in Ukraine.
150 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
SIGNIFICANT ISSUES AND JUDGEMENTS
The significant issues and judgements considered by the Committee in respect of the 2025 Annual Report and Accounts are set out below:
Judgements/actions taken
GOING CONCERN CONSIDERATIONS
The situation in Ukraine remained unpredictably challenging throughout the financial year 2025, requiring a high degree of adaption and
flexibility. The war in Ukraine is ongoing and the continued Russian attacks on the Ukrainian energy infrastructure have severely affected both
the supply and price of power to the Group’s operations, which had a negative impact on the Group’s cash flow generation and profitability.
In addition to the challenges associated with the ongoing war, ongoing legal proceedings and fiscal decisions against the Group’s subsidiaries
in Ukraine affected the business operation of the Group. As disclosed in Note 35 of the 2024 Annual Report and Accounts, on 12 February
2025, the National Security and Defence Council of Ukraine imposed personal sanctions on Mr Zhevago but have not been imposed on any
member of the Group. However, because of these sanctions against Mr Zhevago, the tax authorities in Ukraine refused to make VAT refunds
to the Group’s subsidiaries in Ukraine. Therefore, the Group had to adjust its production plan to minimise the impact of the suspended VAT
refunds on the Group’s liquidity, which also affected the possible sales to the Group’s international customers and its cash flow generation.
The Group’s net cash position decreased from US$101 million at the beginning of the year to US$47 million as at 31 December 2025.
As at the date of the approval of this, the Group is in a net cash position of approximately US$18 million with an available cash balance
of approximately US$26 million. In addition to the available cash balance, the Group has an outstanding trade receivable balance of
approximately US$6 million from its pellet and concentrate sales in July and August 2026, which are expected to be collected in the next
months. As a result of afore-mentioned Russian attacks on the Ukrainian power generation and transmission infrastructure in November and
December 2025, the supply of power to its operations has been temporarily restricted, resulting in a temporary interruption of production
and a reduction in sales, which has had an adverse effect on the Group’s cash balance and outstanding receivable balances at the approval
date of these Consolidated Financial Statements.
In addition to the negative impact on the Group’s available liquidity caused by the lower cash generation, this has also affected the carrying
value of the Group’s non-current operating assets, resulting in a total non-cash impairment loss of US$154 million on the Group’s non-
current operating assets, which was to be recorded as at 30 June 2025 based on the Group’s financial long-term model at this point time.
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 the need for constant power supply in Ukraine, which is impacted by
continued Russian attacks on power generation and transmission infrastructure in Ukraine, which has, together with higher than expected
prices for input material, especially if electricity is to be imported from EU countries, has had a severe impact on the Group’s cash flow
generation and profitability.
Furthermore, following intensified Russian attacks on port infrastructure and civil vessels in the Black Sea in July 2026, the logistics route via
the ocean-going Black Sea ports in Ukraine is currently unavailable to the Group, which represents a further war-related material uncertainty
in terms of the Group’s cash flow generation and its ability to continue as a going concern.
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 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 and require a significant portion of critical judgements to be made by
management. This is mainly in respect of a contested sureties claim in the amount of UAH4,727 million (US$112 million as at 31 December
2025), as well as the connected opening of bankruptcy proceedings of the Group’s major subsidiary in Ukraine, and a claim in the amount
of UAH157 billion (approximately US$3.7 billion as at 31 December 2025) in favour of the Ukrainian state related to alleged illegal mining and
selling of subsoil (minerals other than iron ore). As mentioned above, the Ukrainian tax authorities suspended VAT refunds to the Group’s
subsidiaries in Ukraine, with VAT totalling US$74 million not refunded as at 31 December 2025. For each suspended monthly VAT refund, the
Group’s subsidiaries filed claims to the court and the cases are currently heard by the different court instances in Ukraine. As at the time of
approval of these Consolidated Financial Statements, the monthly VAT refunds, which are essential to the Group’s business operations, had
not yet been resumed, despite positive rulings in the first and second instances for some of the claimed monthly refunds. See Note 30
Commitments, contingencies and legal disputes to the Consolidated Financial Statements for further details.
Despite the challenging environment in which the Group has operated in recent years, the Group managed to maintain an available cash
balance of over US$100 million at the end of the previous financial years. Due to the suspension of VAT refunds in Ukraine, the situation
continued to deteriorate and the Group’s available cash reserves declined steadily during the financial year 2025, totalling US$58 million
as at 31 December 2025.
151FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Judgements/actions taken
GOING CONCERN CONSIDERATIONS CONTINUED
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 and
conclusion that a capital raise is required to support the Group’s ability to continue as a going concern;
• 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;
• management’s assessment that, based on the Group’s financial long-term model, a capital raise is required to support the Group’s ability
to continue as a going concern;
• management’s assessment of the impact of the currently unavailable logistics route via the ocean-going Black Sea ports in Ukraine on the
Group’s cash flow generation and, as consequence, on the Group’s going concern assessment and impairment test;
• 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 an event after the reporting period with regard to open bankruptcy proceedings against FPM their
treatment as adjusting or non-adjusting post balance sheet events from an accounting perspective.
The Committee concurs with management’s conclusion that a material uncertainty in respect of the ongoing war and the legal
disputes, including an event after the reporting period, still remains as some of the identified uncertainties are outside of Group
Management’s control.
Further to that, the base case of the Group’s financial long-term model shows that the Group liquidity is only sufficient until at least mid-
September 2026, despite the fact that the Group remains focused on managing its costs and optimising its sales mix. It is therefore the
Directors’ intention to raise gross proceeds of approximately US$100 million by way of a conditional placing of Ordinary Shares to support
the Group’s working capital position and fund its ongoing operations.
The fundraise is conditional on all of the resolutions being passed by the shareholders of Ferrexpo plc. If the resolutions are not passed by
the shareholders, or if any of the other conditions are not satisfied, the planned fundraise will not proceed, which will have a significant
impact on the Group’s ability to continue as a going concern, if no alternative funding can be secured within a reasonable amount of time.
As the fundraise is expected to be completed subsequent to the approval of these Consolidated Financial Statements, the prospects of
the fundraise represents a further material uncertainty, as to some extent outside of the Group’s control.
See Note 2 Basis of preparation to the Consolidated Financial Statements and the Viability Statement on pages 116 to 118 for
further information.
The Group’s Principal Risks section on pages 103 to 106 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.
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 and legal disputes in Ukraine are still ongoing and the
duration and impact is difficult to predict. During the financial year 2025, the Group continued to demonstrate resilience and flexibility
from an operating perspective. The effects of the ongoing war, such as the impact of the Russian attacks on the power generation and
transmission infrastructure in Ukraine, continues to affect the Group’s cash flow generation. Further to that, because of the suspended
VAT refunds in Ukraine, the Group had to adjust its production plan to mitigate the effect from VAT related working capital outflows and
to minimise the impact on its available cash balance. The change to the production plan also affected the Group’s expected cash flow
generation for the years covered in the long-term model, which forms the basis of the Group’s impairment testing.
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.
The long-term model was updated based on management’s current assumptions regarding possible production and sales volumes, taking
into account the latest developments in Ukraine, realised prices, assumed costs for key inputs. The continued suspension of VAT refunds
in connection with expected lower realised prices and higher costs, mainly for electricity, had a negative impact on the forecast cash
flow generation.
According to the base case of the Group’s impairment test prepared for the 2025 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 intangible assets and other
non-current assets, supported the carrying value of these assets as at 31 December 2025, as a result, no further impairment losses needed
to be recognised in addition to the impairment loss of US$154 million recognised as at 30 June 2025.
The impairment recognised as at 30 June 2025 was expected and is attributable to the adjustments to the Group’s business operations
that became necessary due to the personal sanctions imposed on Mr Zhevago in February 2025, which was treated in the 2024 year-end
accounts as a non-adjusting post balance sheet event. As a result of the personal sanctions imposed on Mr Zhevago, the tax authorities
in Ukraine suspended VAT refunds to the Group’s major subsidiaries.
AUDIT COMMITTEE REPORT
CONTINUED
152 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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) CONTINUED
The Group announced on 29 January 2024 that a Ukrainian court of appeal has confirmed a claim against Ferrexpo Poltava Mining (“FPM”) in
the amount of UAH4,727 million (US$112 million as at 31 December 2025), in respect of contested sureties. FPM appealed this decision to the
Supreme Court of Ukraine and the court proceedings continued during the year ended 31 December 2025 and no decision has been made as
at the date of the approval of these Consolidated Financial Statements. In relation to the contested sureties’ claim, which is still under review
by the Supreme Court of Ukraine, a local court of first instance in Poltava ruled in favour of the claimant in the dispute over the contested
sureties and ordered the opening of bankruptcy proceedings against Ferrexpo Poltava Mining (“FPM”).
With regard to the ongoing risk of a nationalisation of 49.5% of shares in FPM and certain of its assets, the contested sureties claim and
the related opening of bankruptcy proceedings against FPM, the Committee concurs with management’s conclusion that, due to the lack
of information available at the date of the approval of these Consolidated Financial Statements, it is impossible to estimate the possible
financial impact in future periods. See Note 30 Commitments, contingencies and legal disputes for further information.
The Committee is aware that the level of judgement remains very high, 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, and how the politically motivated legal
proceedings and fiscal decisions will develop. Furthermore, there is a potential risk that the logistics route via the ocean-going Black Sea
ports in Ukraine may not be available to the Group as currently expected by management and as reflected in the Group’s current long-term
model. 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. As mentioned above under going concern
considerations, a fundraise in the amount of US$100 million is expected to be completed subsequent to the approval of these Consolidated
Financial Statements and is considered in the Group’s financial long-term model. The planned fundraise is conditional on all of the resolutions
being passed by the shareholders of Ferrexpo plc. If the resolutions are not passed by the shareholders, or if any of the other conditions are
not satisfied, the planned fundraise will not proceed, which will have a significant impact on the Group’s ability to continue as a going concern
and, as a consequence, on the valuation of its 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 previous Annual Report and Accounts of the Group, the Group’s two major subsidiaries in Ukraine received tax audit
reports following the completion of tax audits in 2023. The received claims for alleged underpayment of corporate profit taxes in Ukraine of
UAH2,162 million (US$51 million as at 31 December 2025), including fines and penalties, and UAH259 million (US$6 million as at 31 December
2025), 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 the
above-mentioned substantial claims have been received. During 2025, several preparatory meetings and hearings on the merits took place
without the court of first instance in Ukraine reaching a decision. However, considering the complexity involved, the court of first instance
ordered a judicial economic review and suspended the proceedings.
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 2025 for the two claims received and it is expected that these claims will heard by all three courts instances
in Ukraine. However, the claims have been considered in the Group’s IFRIC 23 Uncertainty over Income Tax Treatments assessment.
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.
See Note 11 Taxation for further information.
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 is exacerbated by the war and 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 stable economy, including an environment
of political, fiscal and legal uncertainties.
153FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
AUDIT COMMITTEE REPORT
CONTINUED
Judgements/actions taken
COMPLETENESS OF CONTINGENCIES AND LEGAL DISPUTES (NOTE 30 TO THE CONSOLIDATED FINANCIAL STATEMENTS) CONTINUED
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$3.7 billion as at 31 December 2025) in favour of the Ukrainian state
related to alleged illegal mining and selling of subsoil (minerals other than iron ore), which is related to investigations that commenced
in 2023;
• a claim in the amount of UAH4,727 million (US$112 million as at 31 December 2025) in respected of contested sureties;
• opening of bankruptcy proceedings of the Group’s major subsidiary in Ukraine, which is related to the contested sureties claim;
• challenges of squeeze-out by minority shareholders in the amount of UAH136 million (US$3 million as at 31 December 2025);
• legal proceedings in respect of VAT refunds suspended by the tax authorities in Ukraine as a result of personal sanctions imposed on
Mr Zhevago, including five negative decisions of the court of appeal received in 2026 which, as they relate to proceedings that commenced
in 2025, are treated as adjusting events after the reporting period, resulting in the recognition of an allowance of US$13 million as at
31 December 2025;
• 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;
• potential risks related to currency control measures imposed in Ukraine, following an internal review report issued by the State Tax Service
of Ukraine in July 2026 assessing penalties of approximately UAH35.3 billion (approximately US$787 million as at the date of approval of
these consolidated financial statements), against which the Group’s major subsidiary has filed formal objections and intends to challenge
any resulting tax notices-decisions before the Ukrainian courts;
• 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, which is exacerbated by the adverse political landscape towards
Mr Zhevago and, as a consequence, also against the Group’s subsidiaries in Ukraine. The claims and court decisions received 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. One of these is an adjusting event, being the cancellations of the decisions of the court of first
instance in respect of five monthly VAT claims by the court of appeal. The Committee concurs with management’s conclusion to treat these
cancellations as an adjusting post balance sheet event from an accounting perspective. The Committee also concurs with management’s
conclusion that the other events are treated, at this point of time, as a 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 provisions have to be recognised for other ongoing legal proceedings and
disputes in the consolidated statement of financial position as at 31 December 2025. The provisions recorded as at 31 December 2023 in
connection with the contested sureties claim and the challenges of the squeeze-out by minority shareholders were not released as at
31 December 2025 and remain unchanged in local currency.
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 and the Viability Statement on pages 116 to 118
for further information.
EVENTS AFTER THE REPORTING PERIOD (NOTE 35 TO THE CONSOLIDATED FINANCIAL STATEMENTS)
There are a number of events after the reporting period, which had to be assessed by the management and the Committee. One of these is
an adjusting event, being the cancellations of the decisions of the court of first instance in respect of five monthly VAT claims by the court of
appeal. The Committee concurs with management’s conclusion to treat as an adjusting post balance sheet event from an accounting
perspective. The Committee also concurs with management’s conclusion that the other events are treated, at this point of time, as a
non-adjusting post balance sheet events from an accounting perspective as well as with the disclosure of the critical judgements made.
There were a number of events after the previous reporting period ended 31 December 2024, which had to be assessed by the management
and the Committee when preparing the Group’s 2024 Annual Report and Accounts. These events were treated as non-adjusting post
balance sheet events from an accounting perspective and, as a result, affected the Group’s financial position and result in 2025. Further
information on the resulting effects in the 2025 Consolidated Financial Statements are provided in the sections on the assessment of going
concern and impairment considerations on pages 205 and 223.
See also Note 2 Basis of preparation and 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.
154 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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
Group’s consolidated risk matrix and 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
register, and may request more detailed
investigations into specific areas of concern,
if necessary.
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 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, Economic Crime and Corporate
Transparency Act – Failure to Prevent
Fraud, the Modern Slavery Act, the
Criminal Finances Act, and the EU General
Data Protection Regulation). The FRMCC
also reviews financial information,
management accounts, update on
taxation, cash management, and the
Group’s risk matrix and register, including
the counterparty risk review. The FRMCC
met nine times in 2025.
• 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 2025 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 expenditures
to be discussed and approved. To enhance
the process of investment decisions and
evaluation the meetings resumed in
September 2024 and the schedule
of meetings is now aligned with all
executive sub-committee meetings.
The Investment Committee met nine
times in 2025.
• 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 238 to 244), 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.
155FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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 246 to 253), 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 238 to 244. See also
the Principal Risks section of the Strategic
Report on page 102.
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 2025
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. The Internal Audit plan for
2026 was approved by the Committee in
November 2025.
The full scope audits in 2025 focused on
finished goods quality, Energy management,
Investments, Repair and Maintenance and
Inventory Management and were aligned to
the Internal Audit plan for 2025 that was
approved by the Committee. A limited scope
review of Procurement quality complaints
management and Financial Monitoring
Review were issued, with HR training centre
was deferred to 2026. Notwithstanding a
change of Head of Internal Audit mid-year,
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.
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 MacIntyre Hudson were
appointed in July 2019 with lead audit
partner Rakesh Shaunak in post since the
start of the 2019 audit to 2023. The current
lead audit partner is Andrew Moyser in post
from the start of the 2024 audit. MHA
MacIntyre Hudson transferred its audit
activities to MHA Audit Services LLP during
2025. Due to the Company’s classification as
an Entity of Public Interest, an Engagement
Quality Reviewer was appointed to the audit
during the year.
Partner Rotation
Rakesh Shaunak had been lead audit partner
since the start of the 2019 audit. At the end
of the 2023 audit Rakesh Shaunak 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 Shaunak
was replaced by Andrew Moyser as lead
audit partner.
At the November 2025 Committee
meeting, an update on the annual cycle key
engagement team members was presented
setting out the terms of service for the audit
team against their maximum terms. Andrew
Moyer has served two out of a five year term.
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
although overall a slight decrease on the
2023 scores which was attributable to the
addition of two new scorers which skewed
the outcome albeit slightly. Following
discussion on the scores, there were no
indications of any substantial issues on
a Group or subsidiary level to raise to the
Committee. The outcome of the review in
respect of the 2025 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 separate
shareholding meeting at which this Annual
Report and Accounts will be laid. The
Company notes that as of the end of
the financial year 2025, the Company has
engaged MHA as external auditor for seven
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.
AUDIT COMMITTEE REPORT
CONTINUED
156 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
The Committee has complied with
the Statutory Audit Services Order
issued by the UK Competition and
Markets 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 2025.
REGULAR PRIVATE SESSIONS
There is regular open communication
between the Committee and the external
auditor, and the Committee met five
times during the year. At the end of each
Committee meeting, the Committee held
a private session with the external auditors,
without management present, to facilitate
open dialogue.
INTERACTION WITH EXTERNAL AUDITOR
The Committee Chair, the Chief Financial
Officer and management have regular
communication with the external auditors
throughout the year and are able to raise
issues and discuss key deliverables as the
year progresses. The Committee recognises
that MHA have appropriately challenged
management on key judgements and
estimates throughout the year, as detailed
throughout this report.
FRC AUDIT QUALITY REVIEW (“AQR”)
The Committee is aware of the review
conducted by the FRC’s Audit Quality
Review (AQR) team of MHA’s audit of the
Consolidated Financial Statements for the
year ended 31 December 2024. The findings
and the outcome of the review, alongside
the areas of good practice that were
outlined in the AQR inspection report were
reviewed and discussed by the Audit
Committee. The recommendations made by
the AQR team and actions proposed and
implemented were discussed by the
Committee with MHA, as part of the
2025 audit.
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 2025 and 2024 are
shown in Note 7 Operating expenses to the
Consolidated Financial Statements on page
214. For the financial 2025, no non-audit
services were performed by MHA.
The total of audit-related assurance services
of US$402 thousand as at 31 December
2025 include US$130 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 in relation to data included in
the Annual Report and Accounts of the
comparative year.
FINANCIAL REPORTING
The Board has asked the Committee to
advise whether it considers the 2025 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 2025 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 116 to 118 and a statement setting
out the Board’s assessment of the Company
as a going concern is contained in the
Directors’ Report on pages 184 to 187
and Note 2 Basis of preparation to the
Consolidated Financial Statements.
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
3 September 2026
157FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOMINATIONS COMMITTEE REPORT
The Committee is chaired by Lucio Genovese and
consists of two Independent Non-executive Directors.
The Group Chief Human Resources Officer attends
meetings by invitation.
Lucio Genovese
Chair of the Nominations Committee
Membership and
meeting attendance
Scheduled meetings
Committee member
Eligible to
attend Attended
Lucio Genovese 4 4
Vitalii Lisovenko 4 3
Fiona MacAulay 4 4
DEAR SHAREHOLDER,
I am pleased to present the Nominations
Committee Report for 2025 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 early January 2025, Natalie Polischuk
stepped down from the Board as an
independent Non-executive Director,
including from her roles as Chair of the
Health, Safety, Environment and Community
(“HSEC”) Committee and as a member of
the Audit Committee and the Committee of
Independent Directors (“CID”). Following her
departure, the Nominations Committee
confirmed search criteria and led a search
process to identify a suitable successor. In
the interim, Ms Polischuk’s responsibilities
have been reallocated among Board
members, and the Board considers these
arrangements to be operating effectively.
The search process identified several
potential candidates who were interviewed
by the Committee; however, none fully met
the Committee’s evolving criteria for
appointment. As the search has progressed,
the Committee has refined the desired
candidate profile to reflect changing
operating conditions and the Board’s
shifting priorities. While the Board remains
committed to filling the vacancy, it considers
it prudent, if necessary, to pause or defer
the appointment until operating conditions
stabilise, recognising that an end to the war
could broaden the pool of candidates able to
meet the Board’s requirements and support
its long-term effectiveness.
Read the Committee’s full objectives
and responsibilities online:
www.ferrexpo.com/about-ferrexpo/
corporate-governance/board-
committees/
Key activities of the
Committee in 2025
In 2025, the Committee was formally
convened four times (2024: four) and
considered the following:
• Board and committee composition,
structure and size, aligned to the Group’s
leadership needs;
• the Board skills matrix and related training
and development for 2025 to ensure
ongoing effectiveness;
• succession planning for Non-executive
Directors and senior management;
• review of criteria for the appointment of
Non-executive and Executive Directors;
• agreement of leadership capability
progression requirements across
organisational levels to support executive
talent pipeline development;
• the composition and diversity of the
Executive Committee and its
direct reports;
• recommendation to support the re-
election of directors standing for election
at the 2025 AGM;
• review of candidates for appointment as
Non-executive Directors;
• actions planned for 2025 to support the
delivery of the Group’s diversity and
inclusion objectives;
• outcomes of the annual talent review and
succession plans for business-critical
roles; and
• approval of the 2024 Nominations
Committee Report for inclusion in the
2024 Annual Report and Accounts.
158 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Ms Polischuk’s departure resulted in the
Board’s gender diversity falling further
below the 40% target set by the FTSE
Women Leaders Review. The Board remains
committed to restoring gender balance and
expects the ongoing search process to
support progress toward this objective,
while continuing to prioritise the skills and
experience required to guide the Group
through the current challenging operating
environment in Ukraine. As part of its
broader Board refreshment programme,
the Board also remains focused on meeting
the gender and ethnic diversity targets
applicable to UK-listed companies.
In 2025, the Committee also undertook
a comprehensive review of the Board’s skills
matrix to ensure it remains relevant and
aligned with the Company’s evolving needs,
and to support both the recruitment and
ongoing development of Board directors
(see the Board Skills Matrix on page 131).
This review confirmed the importance of
strengthening expertise in areas such as
sustainability, legal and regulatory matters,
cyber security, and relevant sector and
geopolitical experience, reflecting the
Group’s operating environment.
Maintaining an appropriate balance of skills
and experience across the Board remains
a priority in supporting effective oversight
and the delivery of the Company’s long-
term strategy.
The Board views diversity, equity and
inclusion (“DEI”) as fundamental to the
Group’s long-term success and to its
ability to build a resilient and high-
performing organisation. An inclusive
culture, underpinned by equitable and
transparent people practices, is recognised
as enhancing the quality of decision-making
and enabling the Group to draw on the
widest possible range of talent, skills
and perspectives. By embedding DEI
considerations across its workforce and
leadership practices, the Group seeks to
strengthen organisational capability and
ensure it remains well equipped to deliver
its strategy in a complex, challenging and
evolving operating environment.
The Committee was encouraged to note
the continued progress made during 2025
in advancing gender balance across the
Group. Progress was reflected across the
wider workforce, with female representation
continuing to increase during the year,
moving the Group closer to its 2030
diversity target, details of which are set out
in this report. The number of women in
leadership also increased and has now met
the Board’s stated target of 25% women
in leadership roles ahead of the original
2030 timeframe. The Board considers this
to be a positive milestone and expects
momentum to continue into 2026,
notwithstanding the ongoing conflict in
Ukraine. The Board intends to set a new
aspirational target during 2026 to be
achieved by 2030, ensuring continued focus
on achieving best-in-class gender balance
across the Group.
The Committee plays a vital role in ensuring
that both Board composition and the
Group’s broader leadership structure
reflect the appropriate mix of capabilities,
experience, diversity and perspectives
required to sustain the Group’s long-term
success. During the year, the Committee
therefore reviewed leadership capability
progression requirements across
organisational levels to strengthen
development of the executive talent
pipeline. The resulting framework helps
ensure that development plans remain
aligned with the Group’s strategic needs
and that high-potential leaders are
effectively identified and prepared for
future senior roles.
As at 31 December 2025, the Committee
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
3 September 2026
MEMBERSHIP AND MEETINGS
The Committee is chaired by Lucio Genovese
and as at 31 December 2025 its other
members were Vitalii Lisovenko and Fiona
MacAulay. A review of the Committee’s
membership will be conducted in 2026.
In accordance with its terms of reference,
the Committee is required to meet at least
once annually and met on four scheduled
occasions during 2025, all of which were held
in person. All Non-executive Directors have
a standing invitation to attend Committee
meetings, subject to the consent of the
Committee Chair, and in practice most
Directors attend regularly. Meeting
discussions covered the activities outlined
in the Committee Chair’s introductory letter,
with particular focus on Board skills and
experience requirements, the review of
candidate profiles for potential Board
appointments, and Executive and
Senior Management succession and
development planning.
ELECTION AND RE-ELECTION
In accordance with the UK Corporate
Governance Code, all Directors stood
for re-election by shareholders at the
Company’s AGM held in June 2026, except
for Mr Vitalii Lisovenko who stepped down
at the AGM following nine years’ service on
the Board. The range of skills and experience
represented on the current Board is set out
on pages 126 to 127. The Committee and the
Board considered the performance of each
Director standing for re-election to be fully
satisfactory, with all demonstrating strong
commitment to their respective roles.
The Board therefore strongly supported
the re-election of these Directors and
recommended that shareholders vote in
favour of the relevant resolutions at the
2026 AGM.
159FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOMINATIONS COMMITTEE REPORT
CONTINUED
SUCCESSION PLANNING
AND RECRUITMENT
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 134.
In 2025, the Committee undertook
a thorough review of the Board’s Skills
Matrix to ensure it remains relevant and
aligned with the Company’s evolving needs.
The matrix plays a crucial role in guiding both
the recruitment and ongoing 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 131).
As a result of this review, the Committee
reaffirmed several priority areas for further
strengthening the Board’s collective skills
and experience, including expertise in
sustainability, legal affairs and cyber
security, reflecting the increasingly complex
regulatory environment and heightened
cyber risk arising from the conflict in
Ukraine. In addition, the Committee
recognised the importance of ensuring that
candidates possess appropriate sector
knowledge and relevant geopolitical
exposure, especially in Ukraine, which are
considered critical to the effective oversight
and long-term stewardship of the Company
in the current operating environment.
By proactively focusing on these capability
requirements, the Committee seeks to
maintain an appropriate balance of skills
and experience on the Board and enhance
its oversight of principal risks, and ensure
it remains effective, resilient and well
positioned to lead the Group to achieve
its long-term strategic objectives.
In 2025, the Committee extended
Mr 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, stepping in to
provide stability and strategic direction
amid unprecedented challenges, especially
posed by the war in Ukraine. 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, the
Committee considers that postponing the
search until the war ends remains the most
prudent course of action. The Committee
therefore 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
unprecedented period of uncertainty,
positioning the Company for long-term
success until 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 successor, recognising
the importance of maintaining and
strengthening the Board’s expertise in
key areas. To support this process, the
Committee initially engaged Stonehaven
and subsequently appointed Larkhall, Howl
Resources and Redstone Search to further
broaden the search in light of the highly
specific criteria required for the role,
ensuring the widest possible access to
suitably qualified candidates. All of these
firms subscribe to the UK Government’s
Enhanced Code of Conduct for Executive
Search Firms and the Voluntary Code of
Conduct on diversity best practices and
have no other connection with the Company.
Before commencing the search, the
Committee established detailed criteria
for the role and kept these under review
throughout the process, refining
requirements as the Board’s priorities
evolved in response to the continuing impact
of the war in Ukraine and the Group’s
changing needs. Particular emphasis was
placed on candidates with strong financial
expertise, together with deep sector
knowledge and practical geopolitical
experience in Ukraine, recognising that
effective oversight in the current
environment requires a clear understanding
of geopolitical dynamics, regulatory
complexity and sector-specific risks.
A director with this specialised experience
would further strengthen the Board’s ability
to support the Company’s long-term
resilience and stability.
Candidate longlists and shortlists were
reviewed by the Committee, with shortlisted
candidates subsequently interviewed
by Committee members and, where
practicable, other Board Directors. While
several candidates have been considered,
none has yet fully met the Committee’s
evolving criteria, and the search therefore
remains ongoing.
The Board remains committed to filling
the vacancy while ensuring that any
appointment maintains an appropriate
balance of skills, independence, diversity
and experience on the Board. The search
continues to support orderly succession
planning and to ensure the Board retains
the expertise necessary to guide the
Company through current challenges and
support its long-term development, with
an appointment anticipated in due course.
The Committee is responsible for overseeing
the composition, structure and size of the
Board and its Committees, as well as for the
appointment of Directors and executive
management. As part of this remit, the
Committee ensures that robust succession
planning is in place for both the Board and
other critical leadership roles, at both
corporate and operational level, thereby
securing the talent required to support the
Group’s long-term development.
160 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
During 2025, the Committee reviewed the
talent pipeline and succession plans for
key business roles, ensuring development
actions address critical capability gaps and
that succession coverage is in place for
priority corporate and operational positions.
Recognising that the ongoing war continues
to create challenges to attract and retain
skilled personnel, the Committee tasked
the Group Chief Human Resources Officer
with accelerating and sustaining targeted
succession initiatives to strengthen
leadership continuity and support ongoing
business stability and growth.
BOARD DIVERSITY POLICY
In progressing recruitment, including the
preparation of shortlists for prospective
Board members, the Committee seeks to
ensure that a broad and diverse range of
candidates is considered. Appointments are
ultimately made on merit against objective
criteria to ensure the strongest candidate
is selected. The Committee nevertheless
ensures that the Group’s Diversity, Equity
and Inclusion (“DEI”) Policy informs all Board
search processes and that relevant external
guidance, including the recommendations
of the FTSE Women Leaders and Parker
Reviews, are taken into account.
The Board places significant importance on
fostering an inclusive and diverse Board and
workforce and recognises its leadership role
in creating an environment in which different
perspectives are valued and bias is actively
addressed. To support this objective, the
Board adopted a DEI Policy in 2019, which
remains under regular review by the
Committee. The Policy promotes equality
of opportunity across the organisation,
seeks to address diversity imbalances
within the workforce and supports the
development of sustainable talent pipelines
for future leadership roles. Responsibility
for delivery of the Policy is shared with
the Executive Committee, with progress
updates presented to the Board every six
months to enable oversight and adjustments
where required. A summary of the Board’s
diversity information is provided on
page 129.
WORKFORCE DIVERSITY
Ferrexpo remains committed to building
a diverse and inclusive workforce across all
levels of the organisation and to broadening
participation for all employees wherever
possible. Recruitment practices therefore
seek to attract candidates from the widest
talent pool as practical, while recognising
the operational challenges arising from the
ongoing war in Ukraine and the limited
availability of female talent for certain
technical and operational roles within the
local labour market.
To support this commitment, the Board set
a target in 2019 to achieve 25% female
representation in leadership roles by 2030.
Gender diversity targets have been included
in the Executive Business Scorecard since
2021 to maintain focus and accountability,
with a target of 23.5% being set for 2025
to support continued progress towards
this objective.
Reviewing progress made in 2025 against
this target, the Committee was pleased to
note that, despite the ongoing challenges
posed by the war in Ukraine, and the fact
that the DEI programme at operations has
had to be curtailed, the representation of
women in leadership roles improved from
22.9% in 2024 (97 female managers) to
25.8% in 2025 (115 female managers),
resulting in the Group achieving its stated
target of 25% women in leadership roles
ahead of the original 2030 timeframe.
To maintain this momentum and continue
progressing towards a best-in-class gender
balance across the Group, the Board intends
to establish a new aspirational target during
2026 for achievement by 2030.
Progress at management level was also
reflected across the wider workforce, with
women representing 33.5% of employees
in 2025, up from 32.2% in 2024, against
a Group target of 35% to be achieved
by 2030.
This upward trend reflects the Group’s
continued commitment to fostering a more
inclusive workplace, despite the significant
challenges arising from the ongoing war in
Ukraine. By promoting opportunities for
women across all levels of the organisation,
the Group is strengthening its workforce
and contributing to the advancement of
gender equality within Ukraine’s wider
labour market.
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 2025 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 planned DEI-related
initiatives in 2026.
Despite the challenges of war, 2025 saw
continued focus on 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.
161FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
BOARD DIVERSITY POLICY UPDATE
Board objective Progress in 2025
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 continued to develop 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 2026.
• 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 2025 advanced women in leadership to 25.8% (115 female managers) (2024: 22.9%
(97 female managers); resulting in the Group’s target of 25% by 2030 being achieved ahead of the
timeframe. A further target will be set by the Board in the course of 2026.
• Total female representation increased to 33.5% of the workforce in 2025 (2,141 employees), up from
32.2% in 2024 (2,145 employees), against the Group’s target of 35% by 2030. The increase reflects
an overall reduction in headcount during 2025, with female employee numbers declining less than
male employee numbers. This will remain a focus in 2026.
• 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 2026, 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.
• Fe_munity programme for potential women leaders at operations.
• Teens Hub initiative to break down stereotypes regarding roles, provide career guidance, and
address topics relevant to young people.
The Corporate Governance Report was approved
by the Board on 3 September 2026
Lucio Genovese
Chair of the Nominations Committee
3 September 2026
NOMINATIONS COMMITTEE REPORT
CONTINUED
162 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION REPORT
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 Interim Executive Chair of the Board, the Chief Human Resources
Officer, and a representative from Korn Ferry, the Committee’s
independent advisor.
Key activities of the
Committee in 2025
Policy and Governance
Framework
• Approving the application of the
Remuneration Policy for 2025.
• Review of updated investor guidance.
• Discussion of preliminary 2026
annual bonus scorecard measures.
• Review of Remuneration Committee
annual cycle.
Setting Awards and Targets
• Approving the 2025 annual
bonus scorecard.
• Approving 2025 LTIP restricted
share awards.
• Reviewing and approving the
remuneration for the Interim Executive
Chair.
• Consideration of 2026 salary
review proposals
Performance Assessment
and Outcome Finalisation
• Reviewing senior leadership team
performance to inform reward decisions.
• Approving the 2024 bonus outturn.
• Determining vesting of the 2022
Long‑term Incentive Plan award.
• Approving the 2024 Directors’
Remuneration Report.
• Considering performance to date
against 2025 annual bonus targets.
Anticipated priorities for 2026
• Integrate 2026 AGM feedback for
better decision‑making and
stakeholder satisfaction.
• Implement Remuneration Policy to
motivate and retain talent, aligning pay
with 2026 goals.
• Ensure performance targets support
growth initiatives despite external
challenges, enabling sustainable success.
Fiona MacAulay
Chair of the Remuneration Committee
Membership and
meeting attendance
Scheduled meetings
Committee member
Eligible to
attend Attended
Fiona MacAulay 5 5
Vitalii Lisovenko 5 4
Stuart Brown 5 5
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
1
for the year
ended 31 December 2025.
This report is split into the following
sections:
1 this Statement to shareholders
summarising 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 for
2025, setting out how we paid Directors
in 2025 and how we intend to operate the
Policy in 2026.
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 Board’s policy to align executive and
shareholder interests by linking a substantial
proportion of executive remuneration to
performance, both in the short‑ and
long‑term.
1. This report has been prepared by the Remuneration
Committee (the “Committee”) on behalf of the Board in
accordance with the requirements of the Listing Rules
of the UK Listing Authority, 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:
www.ferrexpo.com/about-ferrexpo/
corporate-governance/board-
committees/
163FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Our Policy is purposefully weighted towards
short‑term performance targets given the
Company’s focus on operational excellence
and the fact that the price of iron ore is
dictated by market conditions. We aim to set
performance targets that align to the factors
directly within management’s control.
As the war in Ukraine continues, 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 relevant peers to ensure that
Ferrexpo can attract, motivate and retain
talented executives. We also ensure
alignment with the shareholder experience
through the performance conditions we set,
and various governance features including
bonus deferral and 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 2025
EMPLOYEE REMUNERATION
Performance and context in 2025
2025 was an exceptionally challenging year
for the Group, marked by a volatile operating
environment and factors largely outside
management’s control. The year began
positively, with the strongest quarterly
production since the full‑scale invasion of
Ukraine in February 2022 and clear evidence
of the operational flexibility built into the
business. However, this momentum was
materially disrupted following the decision
of the Ukrainian tax authorities to suspend
VAT refunds to the Group’s Ukrainian
subsidiaries. This action had a profound
impact on liquidity and required the rapid
downscaling of operations, resulting in
a significant reduction in production in the
second half of the year.
Against this backdrop, the Board recognises
the decisive and disciplined response of
management. Swift cost‑reduction
measures were implemented to preserve
liquidity and maintain the viability of the
business, including optimisation of stripping
ratios, reductions in non‑essential capital
expenditure and overheads, and difficult
decisions relating to reduced working hours
and furlough arrangements for a proportion
of the workforce. While these actions have
been deeply regrettable in respect of their
impact on employees and communities, the
Committee acknowledges that they were
necessary to safeguard the long‑term
sustainability of the Group in a weak iron
ore price environment and under
unprecedented fiscal constraints.
Operational resilience and
financial performance
Despite the significant headwinds faced
during the year, management demonstrated
resilience and agility in adapting the
operating model. The Group continued to
respond effectively to market demand,
particularly from Chinese customers, by
increasing the proportion of high‑grade,
low‑alumina iron ore concentrate in the
production mix and further diversifying
away from a pellet‑only model. This flexibility
helped to mitigate some of the adverse
impacts of lower prices and curtailed
pelletising capacity.
Financial performance in 2025 reflects both
the severity of the external challenges and
the effectiveness of management’s
response. Revenues declined due to weaker
realised prices and changes in product mix,
while the suspension of VAT refunds resulted
in a material non‑cash impairment charge.
Adjusted for this impairment, underlying
EBITDA for the period was modest but
resilient in the circumstances. The
Committee considers that maintaining
operations, protecting cash resources and
preserving the core asset base during the
year represents a credible performance
outcome given the constraints under which
the Group has been operating.
Safety, people and the wider
stakeholder experience
The safety and wellbeing of employees
remained the Group’s highest priority
throughout 2025, particularly given the
ongoing conflict in Ukraine and the
increasing intensity of aerial attacks on
infrastructure in the regions in which the
Group operates. The Committee notes with
pride that the Group has now recorded zero
fatalities for more than 64 months and
continues to improve safety performance,
with a Lost Time Injury Frequency Rate
(“LTIFR”) reported at 0.38, which is 13.9%
below the Groups’ five‑year trailing average
of 0.52. This outcome reflects sustained
leadership focus on safety and reinforces
the importance of embedding safety
performance meaningfully within variable
remuneration structures.
The wider stakeholder experience in 2025
has been profoundly affected by the
operating environment in Ukraine. The
Committee is acutely aware of the human
impact of placing employees on reduced
hours or furlough and of the difficult
decision to curtail social and humanitarian
expenditure due to liquidity constraints.
At the same time, the Group continued to
support Ukraine through the maintenance
of employment where possible, ongoing tax
contributions and the retention of roles for
returning veterans. Since the start of the
conflict, the Group’s continued operation
has provided significant economic and social
value, and this continued to be the case
despite our increasingly constrained
circumstances in 2025.
Remuneration Committee perspective
It was in the above context that the
Remuneration Committee operated the
Policy that was approved by shareholders
at the 2024 AGM. In reviewing performance
and remuneration outcomes for 2025, the
Committee considered the overall financial
and operational performance of the Group,
delivery against strategic priorities, safety
outcomes and the broader stakeholder
context, including the experience of
employees, communities and shareholders.
The Committee also spent time overseeing
Group‑wide pay decisions in exceptional
operating circumstances.
REMUNERATION REPORT
CONTINUED
164 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
The Committee recognises the significant
efforts of management in navigating a year
of severe disruption, while remaining mindful
of the broader impact on the workforce
and wider stakeholders. In light of the
Group’s circumstances, and given the low
LTIP vesting and the Committee’s decision
to defer bonus awards under the STIP,
remuneration outcomes appropriately
reflect both the resilience demonstrated
by management and the constraints
under which the Group has operated.
The Committee remains committed to
ensuring executive remuneration supports
long‑term value creation, responsible
leadership and fairness across the
workforce, while maintaining the ability
to motivate and retain the leadership
needed to guide the Group through
continued uncertainty.
2025 EXECUTIVE REMUNERATION
2025 Short-term Incentive Plan Outcome
The Committee assessed performance in
2025 against the Group’s business
scorecard, which measures financial,
operational, safety and ESG outcomes
aligned to the Group’s strategic priorities.
Financial performance for the year fell short
of expectations, impacted by the suspension
of VAT refunds, weaker iron ore prices and
the curtailment of operations to preserve
liquidity. In contrast, safety performance
exceeded target, reflecting continued
progress driven by strong leadership,
discipline and risk management in a highly
challenging operating environment.
Progress against people and diversity
objectives was also strong, demonstrating
a sustained commitment to inclusion and
capability building despite significant
operational disruption.
Operational delivery was mixed,
combining strong execution with deliberate
management decisions. Production and
sales volumes exceeded target, supported
by robust customer demand following
a successful shift towards higher‑grade
concentrates and greater flexibility in the
product mix. Taking all measures together,
the overall scorecard outcome for 2025 was
assessed at 46.6% of the maximum
achievable outcome.
Remuneration Committee discretion
While the scorecard outcome reflected
strong performance across a number of
operational, safety and people measures,
the Committee exercised discretion having
regard to the Group’s financial position and
liquidity constraints. In these circumstances,
the Committee concluded that it would
not be appropriate to crystallise an annual
bonus award at this time. Any determination
of a bonus outcome for 2025 has therefore
been deferred, subject to a future
assessment of affordability and cash
generation. The Committee will review the
position at mid‑year, taking into account the
Group’s financial position, progress on VAT
refunds, liquidity outlook and the broader
stakeholder context. This approach
reflects the Committee’s commitment to
responsible capital stewardship, alignment
with shareholder experience and fairness
across the wider workforce, particularly in
a year where difficult decisions have been
required to support the long‑term
sustainability of the business.
Under the policy, bonuses are normally
delivered with 75% paid in cash and 25%
delivered in deferred shares vesting after
two years, although the Committee retains
full discretion over whether a bonus is
awarded and, if so, its quantum and form
of delivery. In light of the Group’s current
liquidity position, the ongoing volatility in
the Company’s share price arising from the
war in Ukraine and the wider stakeholder
context, the Committee has not yet
determined whether a bonus will be
declared in respect of 2025 or the manner
of any such award. Any decision will only be
taken if, and when, the Committee is satisfied
that an award is affordable, appropriate and
aligned with the long‑term interests of
shareholders and other stakeholders.
Full details of the scorecard performance
assessment are set out on page 174.
2023 Long-term Incentive Plan
The 2023 Long‑term Incentive Plan
(“LTIP”) award was subject to performance
conditions over the three‑year period to
31 December 2025, based on relative TSR
performance against a tailored comparator
group (85% weighting) and the proportion
of 67% Fe pellet production (15% weighting).
The ongoing war in Ukraine continued to
negatively impact the Group’s share price,
resulting in TSR underperformance relative
to the comparator group and no vesting
under the TSR element. In relation to the
67% Fe pellet production measure, the
Group did not produce these pellets in 2023,
achieved record production in 2024, and
produced only limited volumes in 2025.
As a result, the proportion of 67% Fe pellets
over the three‑year period was 4.35%,
exceeding the threshold target of 3%
and delivering vesting of 7.1% out of the
maximum 15% available for this element
of the award.
Accordingly, the Committee confirmed
overall vesting of the 2023 LTIP award at
7.1% of maximum and was satisfied that this
outcome, together with the deferral of the
decision on the 2025 bonus, appropriately
reflected the Group’s performance, financial
circumstances and wider stakeholder
experience, and that the Remuneration
Policy operated as intended during the year.
165FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT
CONTINUED
2026 application of Remuneration Policy
For 2026, the key implementation highlights
are as follows:
• As a result of the ongoing war and current
liquidity constraints, the Remuneration
Committee has provisionally determined
that it is appropriate to continue to freeze
Executive Director salaries/fees. However,
should circumstances change and a salary
increase pool be determined later in the
year, the Remuneration Committee
reserves the right to include Executive
Directors in the review process.
• The annual bonus opportunity for the
CFO will remain at 150% of salary.
Performance will be measured against
similar performance measures as those
used in 2025, as summarised on page 174.
The performance targets set for the
2026 STIP reflect the current operating
environment – targets are set with
reference to the Company’s budget each
year, and the Committee has the ability 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 175.
• With regard to the Executive Chair,
as a result of this role continuing over
an extended period given the unique
circumstances of his appointment, the
Remuneration Committee is reviewing
the appropriateness of participation in
the short‑term incentive plan for this role.
The Committee intends to make bonus
payments either wholly in cash or as
a combination of cash and shares. A final
decision on this will be taken at the time
of making bonus awards in 2027.
• The Committee intends to grant the CFO
a Restricted Share award over 230,640
shares, circa 30% of his salary (as at
3 March 2026). The award, calculated as
a multiple of base salary, is broadly similar
to the award granted in 2025 which had
a face value of circa 25% of salary. The
2026 award takes into account the need
to retain and motivate the CFO in the
current challenging commercial
circumstances as well as affordability.
In line with the 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 set out on page 176.
Consideration of shareholders
and employees
The Committee remains committed to
maintaining open and constructive dialogue
with shareholders and welcomes ongoing
feedback on executive remuneration. In line
with statutory requirements, the Policy will
be submitted for shareholder approval again
at the 2027 Annual General Meeting, with
a comprehensive review planned during
2026. We will engage with shareholders on
any proposed changes at the appropriate
time to ensure continued alignment with
best practice, shareholder expectations and
the Company’s strategic priorities.
In making remuneration decisions during
the year, the Committee also considered
feedback from the wider workforce. This
included insights from the annual employee
engagement survey, workforce engagement
sessions held in late 2025 across all levels of
the organisation, and direct feedback from
site visits undertaken by the former
Employee Engagement Non‑executive
Director, Vitalii Lisovenko. These
engagement activities covered employee
experience, remuneration and benefits, and
understanding of the alignment between
executive pay and the wider reward
framework. The Committee views this
feedback as an important input into
ensuring fair, transparent and aligned
remuneration outcomes.
Feedback highlighted growing concern
among employees in Ukraine regarding pay
levels, reflecting sustained inflation, currency
depreciation and lower and more variable
production. While employees welcomed the
absence of layoffs in a challenging operating
environment, they noted that real earnings
have declined relative to pre‑war levels and
that rising living costs have eroded historical
pay advantages. The Committee recognises
the seriousness of these issues and notes
that steps are being taken, where possible,
to address pay adequacy, although
outcomes have been constrained by lower
production levels, liquidity pressures and
the need for furloughs and reduced working
hours for some employees as a result of
inconsistent power supply for operations.
A general pay increase of 20% for
operational employees has been
budgeted for 2026, subject to liquidity and
operational conditions, and more frequent
communication with employees is planned
during the year to support ongoing
engagement and transparency.
I hope you are able to support the rationale
for the decisions we have taken during the
year and support the advisory vote on the
Remuneration Report at the 2026 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
3 September 2026
166 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION AT A GLANCE
2025 PERFORMANCE HIGHLIGHTS
US$(7.89) US$0.51 US$27.6M 10%
FCF sales/t NOCF/t EBITDA Salaries % C1 & C4 costs
OUR REMUNERATION FRAMEWORK
Benefits
and pension
Short term Long term
VariableFixed
Bonus
deferred
into shares
Total
Remuneration
Base salary
+ + + + =
Cash bonus LTIP
Total Shareholder Return
0
25
50
75
100
125
150
31 Dec
2022
31 Dec
2023
31 Dec
2025
31 Dec
2024
Value (£)
Ferrexpo 2023 LTIP Index
FTSE 250 Index FTSE All-Share Index
Business scorecard 100% of bonus
Group
EBITDA
0%
25%
50%
75%
100%
125%
150%
Safety –
LTIFR
Diversity
ratio
Environmental
compliance
Total mining
movement
Production
volume
Sales
volume
Total
Bonus payment (% of salary)
DELIVERY OF REMUNERATION
Salary
Performance
year
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6
Pension
STIP
LTIP
75% in upfront cash
Three‑year post grant performance period Two‑year holding period
25% deferred in shares for two years
Paid in cash
Pension contribution
Performance period
% Outcome achieved
167FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT
CONTINUED
Fair pay context
Ferrexpo’s Directors uphold a culture of ensuring we offer
competitive and fair remuneration to all our people.
Our approach across our business is guided by the six principles
set out below.
01 Fairness
We seek to provide fair and equitable remuneration that
reflects the responsibilities, experience, and performance of
each individual. Pay outcomes are regularly reviewed to ensure
consistency across the organisation and alignment with
internal relativities.
02 Non-discriminatory
Remuneration decisions are made without discrimination
based on gender, age, ethnicity, nationality, disability, or any
other arbitrary characteristic. We are committed to equal pay
for work of equal value and monitor outcomes to identify and
address any unjustified disparities.
03 Market competitive
Total remuneration is benchmarked against relevant peer
groups and labour markets to ensure we can attract and retain
suitably skilled employees. External market data is considered
alongside internal factors when setting pay levels.
04 Performance linked
A significant portion of remuneration is linked to individual,
team, and business performance. This ensures that reward
outcomes are aligned with the achievement of strategic
objectives and the creation of long‑term value.
05 Transparency and clarity
Our remuneration structures and decision‑making processes
are clearly defined and communicated. Employees are provided
with clear information on how their pay is determined and how
performance influences reward outcomes.
06 Sustainability and affordability
Remuneration outcomes are considered in the context of the
company’s financial performance, liquidity, and long‑term
sustainability. We aim to balance appropriate reward with
responsible cost management and the interests of
shareholders and other stakeholders.
HOW OUR STRATEGY AND KPIS ARE REFLECTED IN OUR PERFORMANCE FRAMEWORK
Key measure
Weighting in
annual bonus Alignment to strategy
Direct alignment to
stakeholder groups
Group EBITDA 30% Reflects the Group’s ability to generate cash through high‑quality production and
low‑cost operations, supporting disciplined capital allocation and financial resilience.
Safety – LTIFR 10% A core indicator of sustainable operations, reinforcing a strong safety culture that
underpins reliable production, cost efficiency and long‑term value creation.
Diversity ratio 5% Supports the focus on sustainability by promoting inclusive leadership, strengthening
decision‑making and building organisational capability for long‑term performance.
Environmental
plan compliance
10% Directly aligned with the sustainability pillar, ensuring responsible operations,
regulatory compliance and the protection of the Group’s license to operate.
Production volume 20% Measures delivery of high‑quality production and operational reliability, while
informing cost efficiency and capacity planning.
Total mining
movement
10% Indicates the effectiveness of mining operations and cost control, supporting low‑cost
production and disciplined deployment of capital.
Sales volume 15% Demonstrates the strength of customer relationships and market positioning, aligned
with the strategy of maintaining world‑class customer networks.
Customers Employees Surrounding Communities Investors
Read more about on strategy on page 32
Read more about our KPIs on pages 36
168 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
TOTAL REMUNERATION OUTCOMES
Interim Executive Chair – Lucio Genovese – US$
2025
Actual
2025
Maximum
1,483,622
1,483,622 100%
100%
2024
Actual
100%
1,567,790
Fixed Pay
1. The 2025 maximum opportunity and the 2025 and 2024 actual figures for Mr Genovese include the actual value of earned salary and pension and benefits in the relevant year,
including his fee of US$525,000 earned as Board Chair. Mr Genovese does not currently participate in any executive incentive plans.
CFO – Nikolay Kladiev – CHF
2025
Actual
2025
Maximum
518,353
1,919,951
( 1,685,951
– without share
price appreciation)
27% 24% 12%37%
99%
2024
Actual
62% 37% 1%
1%
825,581
Fixed Pay STIP LTIP LTIP value with 50% share price growth
1. The 2025 maximum opportunity figures for Mr Kladiev include the actual 2025 value of earned salary and pension and benefits, the maximum 2025 STIP bonus opportunity (150% of
salary), and the maximum LTIP 2023 award value at grant (100% of salary), based on the maximum number of shares that could have vested and the market share price on the date
of grant and assuming 50% share price growth.
2. The 2025 and 2024 actual figures are based on the single total figure table, including salary, pension and benefits received during each year, the annual STIP bonus awarded in respect
of performance each year, and the value of the LTIP award with its performance period ending that year (2025: LTIP 2023 award; 2024: LTIP 2022 award).
AT A GLANCE – EXECUTIVE DIRECTOR REMUNERATION FOR 2025 (NOT SUBJECT TO AUDIT)
BONUS AND LTIP OUTCOMES
STIP OUTCOME:
46.6% of maximum.
Final confirmation of
the bonus outcome has
been deferred until
mid‑year 2026 pending
an assessment of the
Group’s financial position,
VAT refunds, liquidity
outlook and wider
stakeholder context.
The Committee assessed 2025 performance against the Group’s business scorecard, covering financial,
operational, safety and ESG measures aligned with strategic priorities.
Financial performance was below expectations, with EBITDA impacted by the suspension of VAT refunds,
weaker iron ore prices and the curtailment of operations to preserve liquidity. In contrast, safety performance
exceeded target, with a further reduction in the Group’s historical five‑year LTIFR average, reflecting strong
leadership and risk management in a highly challenging environment. Progress against people and diversity
objectives was also strong, with women in leadership roles increasing to 25.8%, well ahead of the annual
target. In terms of operational performance, pellet and concentrate production volumes exceeded target,
as did sales volumes, supported by strong demand and increased flexibility in the product mix.
Overall, the Committee assessed the 2025 scorecard outcome at 46.6% of maximum. As noted in the Chair’s
Statement, the final determination of the bonus outcome has been deferred, subject to a future assessment
of affordability and cash generation.
LTIP 2023 OUTCOME:
7.1% of maximum.
Vesting of the 2023 LTIP award was based on TSR performance against a tailored comparator group
(85% weighting) and the proportion of 67% Fe pellet production (15% weighting) over the three‑year period
to 31 December 2025.
The ongoing war in Ukraine continued to weigh on the Group’s share price, resulting in TSR underperformance
against the bespoke comparator group and no vesting under this element. In respect of 67% Fe pellet production,
no such pellets were produced in 2023, while 2024 was a record year, and only a limited volume was produced
in 2025. As a result, 67% Fe pellets represented 4.35% of total pellet production over the performance
period, exceeding the 3% threshold and delivering vesting at 7.1% of the 15% weighting for this element.
The Committee therefore confirmed overall vesting of the 2023 LTIP award at 7.1% of maximum. The
Committee is satisfied that this outcome appropriately reflected the Group’s performance, financial
circumstances and wider stakeholder experience over the performance period.
169FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Element Operation Implementation in 2026 Time‑horizon
2025 2026 2027 2028 2029
Salary:
To attract and retain talent by
ensuring base salaries are
competitive in the market in which
the individual is employed
Link to strategy
• Annual review by the
Committee
• Increases typically in
line with wider
workforce
Salaries as at 1 January 2026:
• Interim Executive Chair: US$825,000
• CFO: CHF468,000
Pension and benefits:
To provide market competitive
benefits
Link to strategy
• Aligned with pension
and benefits offered to
local workforce
• Interim Executive Chair: 16.2% of salary
• CFO: 10.2% of salary
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
Link to strategy
• Maximum opportunity
of 150% of salary
• Target opportunity of
75% of salary
• 25% of bonus normally
deferred into shares
for two years
• Opportunity in line with Policy
• Combination of financial, operational and
ESG targets to apply
• Safety underpin
• Targets set to reflect the Company’s 2026
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
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
Link to strategy
• 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
• Award of 30% of salary for CFO
• 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
Link to strategy
• Executive Directors are
required to build and
maintain a shareholding
of 200% of salary.
• Applies for two years
post‑cessation of
employment.
• In line with Policy
• The share ownership guidelines are not
currently expected to apply to the Interim
Executive Chair
200% of salary
Payment/accrual Performance period Holding period
REMUNERATION REPORT
CONTINUED
OUR STRATEGY
High quality
production
Low‑cost
operations
Focus on
sustainability
World class
customer network
Disciplined capital
allocation
See our strategy on page 32 of the Strategic Report
SUMMARY OF OUR DIRECTORS’ REMUNERATION POLICY
The Directors’ Remuneration Policy was approved by 99% of shareholders at the 2024 AGM on 23 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/.
170 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Malus and clawback
Malus and clawback provisions are included in contracts of employment and in scheme documentation which Executive Directors are
required to accept to receive payments under the STIP or LTIP. The provisions apply over the following time periods:
Malus Clawback
STIP Awards To such time as payment is made Up to two years following payment
Portion of bonus deferred into shares To such time as the award vests Up to two years following vesting
LTIP Awards To such time as the award vests Up to two years following vesting
The Committee is comfortable that these are appropriate as any circumstances that would give rise to the potential operation of malus
and clawback would likely be identified within these time periods, thereby ensuring that incentive outcomes appropriately reflect long‑term
performance and responsible conduct. Our malus and clawback provisions support strong governance by enabling the Company to adjust
or recover awards in circumstances where performance outcomes are later found to be unsustainable or achieved through inappropriate
risk‑taking or misconduct.
The provisions would normally be enforced by reducing the number of shares and/or cash subject to outstanding and unvested awards in
the first instance. The circumstances in which malus and clawback may apply under the STIP or LTIP include:
i. In the case of individual gross misconduct;
ii. An error in assessing performance against a condition or underpin;
iii. Corporate failure (for which the individual was partly or wholly responsible); and/or
iv. In the event that a participant is found legally responsible for a material misstatement of the Annual Accounts, or a failure of risk
management or reputational damage to the Company.
No malus and clawback provisions were applied in 2025.
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 notified the Board. No external
directorships of quoted companies are currently held by the Executive Directors.
Details of Executive Directors service contracts
The CFO, 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 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 six 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
L Genovese
1
Interim Executive
Chair 1 July 2023 6 months 3 months 3 months
N Kladiev CFO 7 July 2021 Indefinite 6 months 6 months
1. Details of the service contract which governs the additional services which Mr Genovese has agreed to provide while he serves as Interim Executive Chair is included in the table above.
Mr Genovese’s service contract was extended in December 2025 for a further six months to 30 June 2026.
Details of Non-executive Directors’ letters of appointment
The Interim Executive 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.
The details for Mr Genovese are in respect of the non‑executive function of his role only:
Non‑executive Director Position Date of first appointment Date of election/re‑election
L Genovese
1
Interim Executive 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
171FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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 is disclosed in local currencies to facilitate year-on-year comparisons,
uninfluenced by exchange rate fluctuations.
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 2025 totalled £58,700 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 which may impair their independence.
The Interim 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 the total remuneration received by each Executive Director during the year ending 31 December
2025 and the prior year.
Salary/fee
1
Benefits
2
STIP
3
LTIP
4&5
Pension
6
Other
8
Total
Total fixed
remuneration
(single figure)
Total variable
remuneration
(single figure)
Interim
Executive Chair
L Genovese
(2025) US$825,000 – – – US$133,622 – US$958,622 US$958,622 –
L Genovese
(2024)
7
US$650,000 – – – US$67,790 US$325,000 US$1,042,790 US$1,042,790 –
Chief Financial
Officer
N Kladiev (2025) CHF468,000 – – CHF2,402 CHF47,951 – CHF518,353 CHF515,951 CHF2,402
N Kladiev (2024) CHF468,000 – CHF308,310 CHF2,099 CHF47,172 – CHF825,581 CHF515,172 CHF310,409
1. Base salary: amount earned for the year.
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 173 to 174.
4. LTIP: the market value of shares that vested based on performance of the relevant year (2025: 7.1% vested; 2024: 8.2% vested). The 2023 LTIP value is based on the closing share price
on 6 March 2026 (being the date of approval of vesting by the Committee) of 50.30 pence. The value does not include any dividends as no dividends were declared in the period
1 January 2023 to 31 December 2025. The 2022 LTIP for Mr Kladiev includes dividends of CHF348 paid in the period 1 June 2022 to 31 May 2025 with the value based on the closing
price of 51.50 pence on the vesting date of 2 June 2025.
5. Average exchange rates used for LTIP value: 2025 – £1=CHF1.04 (6 March 2026); 2024 – £1=CHF1.11.
6. Pension: N Kladiev receives an employer pension contribution of 8% 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 10% of his salary as Interim 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 10.2% and for Mr Genovese to 16.2%.
7. Mr Genovese assumed the role of Interim Executive Chair on 1 July 2023. The table above reflects the amounts paid to Mr Genovese in respect of this role. Remuneration earned in
respect of his role as Board Chair of the Company is detailed in the table on the following page. Mr Genovese’s base salary was increased on 1 July 2024 from US$475,000 per annum
to US$825,000 per annum. As indicated in the Chair’s Statement, there was no increase in Mr Genovese’s salary in 2025.
8. Other: Mr Genovese received a top‑up to his executive salary as a result of the additional time commitment of the role in 2024. For further details, please see page 132 of the 2024
Annual Report and Accounts.
REMUNERATION REPORT
CONTINUED
172 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NON-EXECUTIVE DIRECTOR FEES
The table below sets out the total remuneration received by each Non‑executive Director for the year ending 31 December 2025 and the
prior year.
All figures shown in currency of payment, US$’000
2025 2024
Fees Benefits Pension Total Fees Benefits Pension Total
Non-executive Directors
L Genovese (Interim Chair)
1
525 – – 525 525 – – 525
V Lisovenko
2
203 – – 203 203 – – 203
F MacAulay (Senior Independent Director)
3
252 – – 252 208 – – 208
S Brown
4
203 – – 203 178 – – 178
Former Non-Executive Directors
N Polischuk
5
5 – – 5 211 – – 211
1. Mr Genovese assumed the role of Interim Executive Chair from 1 July 2023. The above table reflects his fee as Board Interim Chair. The portion of remuneration earned for his role as
Interim Executive Chair is disclosed in the Executive Director table on the previous page. Mr Genovese also serves as a Non‑executive Director of Ferrexpo AG and, in 2025, received
a fee of US$80,000 p.a. in respect of this role (2024: 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 and HSEC Committees.
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.
BASE SALARIES NON-INCREASE IN FEES
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 Remuneration Committee determined that it was appropriate to continue to freeze Executive Director salaries in 2025 and this is
currently expected to continue through 2026 albeit should there be a workforce review, the Executive Directors may be considered for
a workforce related increase at the relevant time.
Executive Director
Base salary at:
Position 1 January 2026 1 January 2025
L Genovese Interim Executive Chair US$825,000 US$825,000
N Kladiev CFO CHF468,000 CHF468,000
PENSIONS AND OTHER BENEFITS
The Group does not operate a separate pension arrangement for Executive Directors. Executive Directors based in Switzerland participate in
the Zurich pension scheme, which is mandatory for employees in Switzerland. Employer contribution rates under the scheme are determined
by age and apply in respect of the salary attributable to the executive element of each Director’s role. The Company contributes 8% of salary
for Mr Kladiev and 10% of salary for Mr Genovese. In addition, the Company pays a mandatory risk premium to the insurer to provide cover
in the event of death or long‑term disability, including survivor benefits. In 2025, this risk premium increased the total employer pension
contribution to 10.2% of salary for Mr Kladiev and to 16.2% of salary for Mr Genovese.
2025 STIP OUTCOME
The Company sets its performance targets to ensure that the Executive Directors and other senior executives are motivated to enhance
shareholder value both in the short term and over the longer term. For 2025, STIP measures were based on our key operational and
financial priorities including production, total mining movement including stripping, Group EBITDA (normalised for realised sales prices),
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 typically sets the payout based on the extent
of over‑achievement relative to the target set). Where targets are missed, only a below target bonus for that element may be paid (the
Committee typically sets the payout based on the extent of under‑achievement relative to the target set). The overall bonus earned is also
subject to Committee discretion to ensure there is not a disconnect between overall performance, reward and affordability. This structure
retains the same intent as that 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.).
The CFO was eligible for a bonus in 2025, at a maximum of 150% of salary with on‑target set at 75% of salary. The targets to be achieved,
actual performance against these targets and the associated outturn for each are detailed in the table on the following page.
173FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Assessing the overall performance, the Committee determined that performance in relation to 40% of the total bonus exceeded the targets
set and was therefore scored at between target and maximum for each of these parts of the bonus. Performance in relation to the remaining
60% of the total bonus was below the targets set and was therefore scored at below target based on the extent of under‑performance for
each of these parts of the bonus. A full analysis of the factors considered by the Committee when assessing targets is set out below the
Business Scorecard below.
Business scorecard 100% of STIP
KPI Link to strategy
Measure
Weighting,
% Target Result % achieved
Target
bonus % of
salary
Actual
bonus %
of salary
Financial Group Cash EBITDA (US$, million)
1
30.0%
45.4 27.6
60.7%
22.5% 13.7%
ESG LTIFR (% < FXPO 5‑year average (0.52)) 10.0%
‑10.0% ‑13.9%
139.0%
7.5% 10.4%
Diversity Ratio (% Women in leadership
(grade 10+))
5.0%
23.5% 25.8%
109.8%
3.7% 4.1%
Environmental plan compliance 10.0%
100% 151.3%
151.3%
7.5% 11.3%
Operational Production volume (pellets only) (kt) 20.0%
6,270 6,142
98.0%
15.0% 14.7%
Total mining movement including
stripping (kt)
10.0%
72,735 40,075
55.1%
7.5% 4.1%
Sales &
Marketing
Sales volume (pellets only) (kt) 15.0%
6,383 6,553
102.7%
11.3% 11.6%
Total 100.0% 75.0% 69.9%
Maximum opportunity 150.0%
Scorecard outcome as
a percentage of maximum
46.6%
Committee discretion applied Decision deferred
Outcome as a percentage of salary Decision deferred
Below target Target Above target
1. Target restated for actual realised price versus budget as per the terms of the bonus plan (for movements greater than +/‑ 5%).
The Committee assessed that financial performance for the year fell short of expectations, with EBITDA adversely affected by the suspension
of VAT refunds, weaker iron ore prices and the necessary curtailment of operations to preserve liquidity. In contrast, safety performance
exceeded target, with a further reduction being achieved during the year in the Group’s historical five‑year LTIFR average, reflecting the
continued focus on leadership, discipline and risk management in an exceptionally challenging operating environment. Progress against
people and diversity objectives was also strong, with the proportion of women in leadership roles increasing to 25.8% well ahead of the
target set for the year, demonstrating sustained commitment to inclusion and capability building despite the operational disruption
experienced across the business.
Performance against the operational delivery KPI was above target while pellet and concentrate production volumes exceeded plan,
reflecting a combination of strong execution and purposeful management decisions. Sales volumes also outperformed target levels,
reflecting sustained customer demand despite softening commodity prices. Performance was supported by the continued transition
towards higher‑grade concentrates and increased flexibility in the product mix.
Taking all measures together, the overall scorecard outcome for 2025 was assessed at 46.6% of the maximum achievable outcome.
While the scorecard outcome reflected strong performance across a number of operational, safety and people measures, having regard
to the Group’s overall financial position, liquidity constraints and importance of maintaining appropriate capital discipline, the Committee
determined that it would not be appropriate to crystallise an annual bonus award in current circumstances. The Committee therefore
used its discretion to defer the determination of a final bonus outcome for 2025, subject to a future assessment of affordability and cash
generation. The Committee will review the position at mid‑year, considering the Group’s financial position, progress on VAT refunds, liquidity
outlook and the broader stakeholder context.
Under the Policy, bonuses are normally delivered with 75% paid in cash and 25% delivered in deferred shares vesting after two years,
although the Committee retains full discretion over the form of delivery. The Committee has not yet determined the manner of the bonus
award in 2025, if indeed such an award is made. Any decision will only be taken if, and when, the Committee is satisfied that an award is
affordable, appropriate and aligned with the long‑term interests of shareholders and other stakeholders.
REMUNERATION REPORT
CONTINUED
174 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
STIP FRAMEWORK FOR 2026
The CFO’s 2026 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 and
performance measures as were operated in 2025 for 2026. With regard to the Executive Chair, as a result of this role continuing over an
extended period given the unique circumstances of his appointment, the Remuneration Committee is reviewing the appropriateness of
participation in the short‑term incentive plan for this role.
The measures used for the 2026 bonus are aligned with the Group’s priorities and are as set out in the table below.
Block Measure Link to strategy Weighting
Risk
Financial (60%)
Group EBITDA (US$) 30%
Total mining movement (kt) 10%
Production volume (kt pellets + concentrate) 20%
Non-financial (40%)
Customer
Sales volume – pellets + concentrate (kt sold)
15%
Colleague
– Diversity ratio (% women in leadership)
– LTIFR (% reduction)
5%
10%
Climate
Mining environmental plan compliance (% compliance)
10%
LTIP AWARD VESTING (AUDITED)
Vesting of the 2023 Long‑term Incentive Plan (“LTIP”) award was based on TSR performance against a tailored comparator group
(85% weighting) and the proportion of 67% Fe pellet production (15% weighting) over the three‑year period to 31 December 2025.
The ongoing war in Ukraine continued to weigh on the Group’s share price, resulting in TSR underperformance against the bespoke
comparator group and no vesting under this element.
With regard to the production of 67% Fe pellet production, no such pellets were produced in 2023, while 2024 was a record year, and only
a limited volume was produced in 2025. As a result, 67% Fe pellets represented 4.35% of total pellet production over the performance
period, exceeding the 3% threshold and delivering vesting at 7.1% of the 15% weighting for this element.
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
1
85.0% ‑0.1% p.a.
(Index)
7.9% p.a.
(Index + 8.0% p.a.)
‑20.3% over the
period, so 0% out of
85% weighting for this
element
Straight line vesting
takes place between
performance points
Production of 67% Fe pellets
2
15.0% 3.0% over period 7.0% over period 4.35% over the period,
so vesting at 7.1% out
of 15% weighting for
this element
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.
Details of the number of shares vested under the 2023 Award are set out in the table below.
Date of grant
Number of
shares
Award share
price
1
Value
awarded
based on
grant price
Vesting
percentage
Number of
shares
vested
Value
vesting
based on
grant price
Share price at
date of
vesting
2
Value based
on vesting
Price
2
Impact of
share price
appreciation/
depreciation
N Kladiev 09.03.23 64,600 138.6p £89,536 7.1% 4,587 £6,358 50.3p £2,307 ‑64%
1. Based on the closing share price on 9 March 2023 of 138.6 pence.
2. Based on the closing share price on 6 March 2026 of 50.3 pence. There were no dividends paid in the period to include in the valuation of the award.
3. Excludes value of shares in lieu of dividends (2025: nil) in the reporting year.
175FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT
CONTINUED
LTIP GRANTED IN 2025 (AUDITED)
Mr Kladiev was granted a 2025 LTIP award in respect of 136,500 shares as shown in the table below.
Executive Director Date of grant Number of shares Face value
1
Face value
(% of salary)
End of vesting
period
N Kladiev 25.03.25 136,500 £84,357 17% 25.03.28
1. Based on the closing share price on 25 March 2025 of 61.8 pence.
The 2025 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 Mr Kladiev remaining in employment and the 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. The Committee may reduce the vesting level, including to zero,
if performance is not considered consistent with the Board’s plans. The underpin 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 2026
A similar approach will operate in relation to 2026 as in 2025. However, reflecting the volatility in the Company’s share price that is
attributable to the ongoing impact of the war, the Remuneration Committee set Mr Kladiev’s Restricted Share Award as a number of shares
as opposed to determining the award as a percentage of salary as has been the case in prior years. The award totals 207,087 shares which,
allowing for the volatility in the Company’s share price has had an equivalent face value of between circa 25% and 50% of salary during 2025.
As at year end, the award had a face value of circa 30% of salary. Whilst the 30% of salary award measured as a multiple of salary is above the
25% of salary allocation in 2025, the Remuneration Committee was comfortable awarding at this level given (i) the need to retain CFO
in challenging commercial circumstances, (ii) the award is well below comparable FTSE market practice (at 125% to 150% of salary for
companies of a comparable size), and (iii) the CFO’s salary continues to be frozen.
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 prior to vesting, requiring the Remuneration Committee to consider the Company’s performance relative to its
mid‑ to long‑term financial, operational and sustainability plans as well as individual performance. The Committee may reduce the vesting
level, including to zero, if performance is not considered consistent with the Board’s plans. The underpin assessment will also take into
account the dynamic operating environment that currently prevails as a result of the Russian invasion of Ukraine.
Non-executive Directors (including the Interim Chair)
As set out above, the Board Interim Chair currently receives a combined executive and non‑executive fee of US$1,350,000. The Non‑
executive portion of US$525,000 has not been increased vis‑à‑vis 2025.
The wider Non‑executive Directors’ fees were also eligible for review at the end of 2025 with the decision taken, as per the wider corporate
employee base as noted earlier, to defer any review until July 2026. For completeness, current fees as at 1 January 2026 are as set out below:
Role Current fee levels Change
Interim Chair fee US$525,000 +0%
Non‑executive Director base fee US$148,000 +0%
Committee Chair fee
1
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 Interim 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.
176 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ SHAREHOLDINGS (AUDITED)
Total interests of the Directors in office (and connected persons) as at 31 December 2025:
At 31 December
2025
At 31 December
2024
L Genovese 233,651 233,651
N Kladiev
1
132,859 129,789
F MacAulay 3,536 3,536
V Lisovenko – –
S Brown – –
Former Directors
N Polischuk
4
– –
1. N Kladiev joined the Board on 25 May 2023.
2. 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 of their vested LTIP shares on an after‑tax basis until this
requirement is met. 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, on an after‑tax
basis) 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 2025 was as follows:
Shareholding
requirement
(% salary)
Owned
outright
Unvested
awards
1
Current
shareholding
2
(% salary) Requirement met?
N Kladiev 200% 132,859 302,500 75.4% In progress
1. Unvested restricted stock awards subject to vesting. Further details of shares subject to vesting are provided below.
2. Based only on shares owned outright at 31 December 2025, a share price of 74.1 pence on 31 December 2025 and an exchange rate of £1=CHF1.04
Details of LTIP awards held by Mr Kladiev are provided below.
Award
At 1 January
2025
Granted
(2025 award) Vested Lapsed
Total at
31 December
2025
Award
share price
(pence)
1
End of
performance
period
2
N Kladiev 2023 Award
3
64,600 4,587 60,013 0 138.6 31.12.25
2024 Award 166,000 166,000 41.6 01.06.27
2025 Award 136,500 136,500 61.8 25.03.28
Total 230,600 136,500 4,587 60,013 302,500
1. For the 2023 Award, based on the closing share price on 9 March 2023 of 138.6 pence. For the 2024 Award, based the closing share price on 31 May 2024 of 41.55 pence. For the 2025
Award, based on the closing price on 25 March 2025 of 61.8 pence.
2. The 2024 and 2025 awards were granted as Restricted Share Awards and so vest based on continued employment and satisfaction of the performance underpin that the Committee
will assess over the relevant three‑year period. For the 2024 award the vesting date is 1 June 2027 and for the 2025 award the vesting date is 25 March 2028.
3. The vesting of the 2023 Award is set out on page 175.
There have been no changes in the interests of the Directors from the end of the period under review to 28 May 2026, being a date not more
than one month prior to the date of the Notice of the AGM. Total outstanding (i.e., awarded but not yet vested) awards granted under the
LTIP as at the end of 2025 are equivalent to 0.051% of issued share capital.
177FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT
CONTINUED
PAYMENTS TO PAST DIRECTORS AND FOR LOSS OF OFFICE (AUDITED)
Mr Wolfram Kuoni retired from the Ferrexpo plc Board on 28 November 2016 and serves as Chair of Ferrexpo AG. In 2025, he received
a fee of US$100,000 for his role as Chair.
In 2025, there were no payments made for loss of office and no other payments made to past Directors that have not been
previously disclosed.
PERCENTAGE CHANGE IN DIRECTORS’ REMUNERATION COMPARED TO EMPLOYEES
The table below sets out the percentage change in salary, taxable benefits and annual bonus between 2025 and 2024, and prior periods
for the Directors of the Company and the average for an all‑employee population.
2025 vs 2024 2024 vs 2023 2023 vs 2022 2022 vs 2021 2021 vs 2020
Change in
salary/
fees
Change in
benefits
Change in
bonus
Change in
salary/
fees
Change in
benefits
Change in
bonus
Change in
salary/
fees
Change in
benefits
Change in
bonus
Change in
salary/
fees
Change in
benefits
Change in
bonus
Change in
salary/
fees
Change in
benefits
Change in
bonus
All employee
average
1
-0.5% 0% -100.0%
‑4.6% 0% ‑0.9% 7.6% 0% ‑29.7% 3.0% 0% ‑16.8%
13.4% 0% 31.7%
N Kladiev
(CFO)
2
0% 0% -100.0%
6.2% 0% ‑8.0% N/A N/A N/A – – –
– – –
L Genovese
(Interim EC)
3
0% 0% 0%
310.5% 0% 0% 90% 0% 0% 0% 0% 0%
400.0% 0% 0%
V Lisovenko
(EED)
4
0% 0% 0%
0% 0% 0% 5% 0% 0% 0% 0% 0%
0% 0% 0%
F MacAulay
5
(SID)
0% 0% 0%
0% 0% 0% 5% 0% 0% 0% 0% 0%
35.0% 0% 0%
S Brown
6
0% 0% 0%
0% 0% 0% – – – – – –
– – –
Former Directors
N Polischuk
9
0% 0% 0%
0% 0% 0% 5% 0% 0% 0% 0% 0%
– – –
1. The All Employee population is based on the remuneration for the Executive Committee. This population is being used as Ferrexpo plc does not have any employees. The chosen
population is considered the most relevant employee comparative group given the Group‑wide nature of roles performed by incumbents. The change in salary/fees noted in the table
is due to fluctuations in average exchange rates between local currencies and the US$.
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 Interim Executive Chair in August 2020. He assumed the role of Interim 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 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
the fair value of LTIP awards, but not social security) for the financial years ended 31 December 2025 and 31 December 2024, and the
percentage change.
US$ million 2025 2024
Year‑on‑year
change
All‑employee remuneration 70 79 ‑11.4%
Distributions to shareholders
1
0 0.47 ‑100.0%
1. Includes dividends and share buy‑backs.
178 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
CONSIDERATION OF SHAREHOLDERS AND EMPLOYEES’ VIEWS
The Board keeps up to date with the current views of our wider workforce and provides information, including on executive pay and
the alignment of pay across the workforce, through a variety of engagement methods across multiple channels at different levels of
our organisation.
Employee engagement survey
The Committee considered feedback from the annual employee engagement survey as a key input into its remuneration
decision‑making. The survey highlighted growing concern among employees in Ukraine regarding pay levels, reflecting sustained
inflation, currency depreciation, and the impact of lower and more variable production levels. Employees also noted that, in real
terms, earnings have declined compared with pre‑war levels while the cost of living has risen materially. These insights informed
the Committee’s assessment of pay adequacy and affordability across the Group. Read more on page 27.
Employee voice and engagement
Employee views were gathered through multiple channels, including the annual engagement survey, direct workforce engagement
sessions held in late 2025, and site visits conducted by the former Employee Engagement Non‑executive Director, Vitalii Lisovenko.
These interactions involved a broad cross‑section of employees at all levels and explored topics such as remuneration, benefits, and
the perceived alignment between executive pay and the wider workforce reward framework. Employees expressed appreciation
for the Company’s efforts to avoid layoffs despite the challenging operating environment, while also raising concerns about pay
sustainability. The Committee considers employee feedback to be an important component of its deliberations and remains
committed to ongoing engagement and transparent communication. Read more on page 27.
Workforce policies and practices
The Committee recognises the significant pressures facing the workforce, particularly in Ukraine, where approximately 25% of
employees are estimated to be earning below a sustainable living wage. While historically the Group paid above local market
benchmarks, inflation and currency movements have eroded this position. Pay outcomes have been adversely affected by reduced
production levels due to the link between remuneration and output, as well as liquidity constraints that have necessitated furlough
arrangements and reduced working hours for some employees. The Committee notes that steps are being taken, where possible,
to address pay adequacy, including budgeting for a general pay increase in 2026 of 10%, subject to liquidity, financial
performance, ongoing operational conditions and successful fundraise.
Shareholder views
The Committee takes into consideration views expressed by shareholders and their proxy advisers regarding remuneration, either
at the AGM, by correspondence, 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 proxy adviser 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.
179FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
COMPARISON OF COMPANY PERFORMANCE AND EXECUTIVE DIRECTOR PAY
The graph below shows the value, at 31 December 2025, of £100 invested in Ferrexpo’s shares on 31 December 2015 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.
0
500
1,250
2,500
2,250
2,000
1,500
1,000
750
250
1,750
31 Dec
2015
31 Dec
2016
31 Dec
2017
31 Dec
2018
31 Dec
2019
31 Dec
2020
31 Dec
2021
31 Dec
2025
31 Dec
2022
31 Dec
2023
31 Dec
2024
Value (£)
Ferrexpo 2023 LTIP Index
FTSE 250 Index FTSE All-Share Index
CHIEF EXECUTIVE OFFICER’S PAY
2016 2017 2018 2019 2020¹ 2021 2022 2023² 2024 2025
KZ KZ KZ KZ CM/JN JN JN JN/LG LG LG
Single figure total
remuneration (US$’000)
243 255 251 257 595/1,147 2,473 2,147 540/249 1,043 959
STIP vesting (% max) K Zhevago did not participate in the STIP 36/67 67 50 0/ N/A L Genovese does not
participate in the
STIP
LTIP vesting (% max) K Zhevago did not participate in the LTIP 0/0 100 72 17/ N/A L Genovese does
not participate in the
LTIP
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
Shares
(millions) %
Shares
(millions) %
Shares
(millions)
Remuneration Policy (at 2024 AGM) 431 99.0% 1.0% 37,376 37,376
2024 Remuneration Report (at 2025 AGM) 416 98.6% 1.4% 45,576 33,171
This report was approved by the Board on 3 September 2026.
Signed on behalf of the Board
Fiona MacAulay
Chair of the Remuneration Committee
3 September 2026
REMUNERATION REPORT
CONTINUED
180 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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.
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 2025.
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 205 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 in the Principal Risks
section on pages 103 to 106). 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
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$112 million as at
31 December 2025), 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 238.
DIRECTORS’ REPORT
DIVIDENDS
Results for the year are set out in the
Consolidated Income Statement on
page 200.
Like the financial year 2024, the Group did
not make any dividend payments during the
financial year 2025.
In view of the on-going war in Ukraine and
the Group’s financial position, the Board
has not declared an interim dividend in
conjunction with the Group’s full year
results for 2025. 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 were:
• Lucio Genovese
• Nikolay Kladiev
• Vitalii Lisovenko (retired 29 June 2026)
• Fiona MacAulay
• Natalie Polischuk (resigned 11 January 2025)
• Stuart Brown
Except for Natalie Polischuk who resigned
on 11 January 2025 and Vitalii Lisovenko
who retired at the AGM on 29 June 2026
and did not seek re-election following
nine years’ service on the Board, all of the
Directors retired and were re-elected at
the 2026 AGM.
Further details about the Directors and
their roles within the Group are set out in
the Directors’ biographies on pages 126
to 127. 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 163 to 180.
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
As at the date of approval of this Directors’
Report, 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.
181FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
DIRECTORS’ REPORT
CONTINUED
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
215
Details of long-term incentive schemes (UKLR 6.6.1R (3)) Remuneration Report 163
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
246
256
Details of waivers of dividends by shareholders
(UKLR 6.6.1R (11) and (12))
As at 1 September 2026, the Employee Benefit Trusts contain
9,712,678 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 119
Disclosures concerning greenhouse gas emissions Strategic Report 68
Engagement with suppliers, customers and others Strategic Report 74
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
238
Events since the balance sheet date See Note 35 Events after the reporting period to the
Consolidated Financial Statements
258
Likely future developments in the business Strategic Report 29
Statement of Directors’ responsibilities in respect of the
Annual Report and Accounts
Corporate Governance Report 188
Information that fulfils the requirements of DTR 7.2
(other than DTR 7.2.6)
Corporate Governance Report 119
DISCLOSURES REQUIRED BY STATUTE
Employees
Information on the Group’s employment
policies can be found in the Strategic Report
on pages 66 to 67. Employee numbers are
stated in Note 29 Employees to the
Consolidated Financial Statements on
page 245. 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
The Company is a UK quoted company
and reports energy and greenhouse gas
emissions information in accordance
with the Streamlined Energy and Carbon
Reporting requirements. The Group’s global
energy consumption, gross Scope 1 and
Scope 2 greenhouse gas emissions, intensity
ratio, methodology and energy efficiency
actions are disclosed in the Strategic Report
on page 69. UK and offshore energy
consumption was less than 40,000 kWh
in 2025 and represented less than 0.001%
of the Group’s total energy consumption
(2024: 0.001%). UK and offshore
greenhouse gas emissions represented less
than 0.001% of the Group’s total Scope 1
and Scope 2 greenhouse gas emissions
(2024: 0.001%).
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 typically 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 254.
182 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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 22 May 2025. This
authority was renewed at the Company’s
2026 AGM. Details of the special resolution
passed on 29 June 2026 can be found
in the Company’s Notice of AGM dated
29 May 2026.
The Company did not make use of the
authority mentioned above during 2025.
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.
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 2025, 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.
1
294,993,686 294,993,686 49.32%
As at 28 May 2026, being a date not more than one month prior to the date of the Notice of
Annual General Meeting, 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.
1
294,993,686 294,993,686 49.32%
Since the above date, the Company has been notified that Fevamotinico S.a.r.l. has reduced its
shareholding to 294,680,305 Ordinary Shares, being 49.27% of the Company’s total voting
rights as at the latest practicable date prior to publication of the Annual Report and Accounts.
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.
183FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
DIRECTORS’ REPORT
CONTINUED
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 134. 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.
GOING CONCERN
Throughout the financial year 2025, the
situation in Ukraine remained unpredictable
and extremely challenging due to the
ongoing war and legal actions against
the Group. The Group showed strong
momentum at the beginning of the year,
resulting in the Group’s best production in
the first quarter since the full-scale invasion
in February 2022. This strong momentum
was significantly curtailed in the second
quarter as the Group started to experience
the full impact of the Ukrainian tax
authorities’ decisions to suspend the refund
of VAT to the Group’s subsidiaries in Ukraine.
The situation further deteriorated in the last
quarter of 2025, when the intensity and
frequency of missile and drone attacks on
Ukraine’s energy, transport, and port
infrastructure increased. This led to power
cuts and a sharp rise in electricity prices,
which had a further negative impact on
the Group’s business operations in the
fourth quarter.
Following intensified attacks from Russia on
port infrastructure and civil vessels in the
Black Sea in July 2026, the logistics route via
the ocean-going Black Sea ports in Ukraine is
currently unavailable to the Group. Given the
importance of this route for both parties
involved in this war and for the global grain
supply, it is management’s view the situation
will ease later in 2026 and it is therefore
expected that the Black Sea ports should
once again be available to the Group for its
sales to certain markets. Management is
aware that the timing of the availability of
the ocean-going Black Sea ports in Ukraine
is subject to significant uncertainty and
management is currently assessing
alternative logistics routes as done in
2022 and 2023, when theses ports were
unavailable for an extended time. However,
channelling sales through alternative
logistics routes may result in lower sales
volumes and/or higher logistics costs.
Following the personal sanctions imposed
on Mr Zhevago by Ukrainian authorities on
12 February 2025, the Group’s subsidiaries
in Ukraine have not been receiving VAT
refunds since March 2025. As a result of the
suspension of VAT refunds in Ukraine, the
Group had to adjust its production plan
to mitigate working capital outflows and
preserve cash, affecting the Group’s
financial performance during the financial
year 2025, but also the expected cash flow
generation during the period covered by
the Group’s going concern assessment.
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.
The financial long-term model was updated
using management’s best estimate of
reasonably conservative key assumptions,
taking also into account the current
circumstances the Group must operate in,
including the effects from the suspension
of VAT refunds and the ongoing legal actions
against the Group in Ukraine.
The level of the Group’s production is
currently restricted due to outstanding
VAT refunds and also remains dependent
on a constant power supply and the logistics
network available to the Group as well as
other potential adverse effects on the
Group’s operation due to the ongoing war,
which are reflected in the Group’s financial
long-term model.
Both the war and the legal actions against the
Group in Ukraine are still ongoing, which have
affected the Group’s business activities,
including available logistic routes, and thus its
profitability and cash flow generation during
the financial year ended 31 December 2025
and are also expected to have a continuing
impact on the next 18 months following the
approval of these consolidated financial
statements, which includes the period
covered by the Group’s going concern
assessment. The suspension of VAT refunds
has continued in 2026, significantly affecting
the Group’s available cash balance. The total
net outstanding VAT refunds are US$87,982
thousand at the end of June 2026, of which
US$86,911 thousand had been claimed for
refund from the Ukrainian tax authorities and
refunds totalling US$84,265 thousand have
been refused by the tax authorities, both as
at the date of approval of these consolidated
financial statements, because of the
association of the Group with Mr Zhevago
as a consequence of the personal sanctions
imposed on him.
As a result of the challenging situation
during the financial year ended 31 December
2025, the Group’s total commercial
production totalled 6,142 thousand tonnes
of iron ore pellets and concentrate,
a decrease of 11% compared to 6,890
thousand tonnes during the comparative
year ended 31 December 2024. As no VAT
refunds have been received since March
2025, the Group significantly reduced its
capital expenditure programme, which
however could only partially offset the
significantly lower operating cash flow
generation. As a result, the closing balance
of cash and cash equivalents decreased to
US$58,447 thousand as at 31 December
2025, compared to US$105,919 thousand
as of 31 December 2024.
As at the date of the approval of this report,
the Group has an available cash balance of
approximately US$26,300 thousand and
is in a net cash position of approximately
US$17,700 thousand. In addition to the
available cash balance, the Group has an
outstanding trade receivable balance of
approximately US$6,300 thousand from
its pellet and concentrate sales, which is
expected to be collected in the next few
months, and finished goods already
stockpiled of 234 thousand tonnes at
different ports or storage locations other
than the plant.
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, continue to
represent a material uncertainty that may
cast significant doubt on the Group’s ability
to continue as a going concern.
184 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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 is 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 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.
Despite the challenging environment in
which the Group has operated in recent
years, the Group managed to maintain an
available cash balance of over US$100,000
thousand at the end of the previous financial
years. Due to the suspension of VAT refunds
in Ukraine, the situation continued to
deteriorate and the Group’s available cash
reserves declined steadily during the
financial year 2025, totalling US$58,447
thousand as at 31 December 2025. Despite
the fact that the Group remains focused on
managing its costs and optimising its sales
mix, management expects the Group’s
liquidity to be sufficient until at least
mid-September 2026. It is therefore the
Directors’ intention to raise gross proceeds
of approximately US$100,000 thousand by
way of a conditional placing of Ordinary
Shares to support the Group’s working
capital position and fund its ongoing
operations. This planned fundraise is
expected by management to be completed
in late September 2026 and will provide the
necessary immediate recapitalisation and
place the Group in a stronger financial
position, thereby enabling the Group to
have more time to deal with the current
challenging environment. The fundraise is
conditional on all of the resolutions being
passed by the shareholders of Ferrexpo plc.
If the resolutions are not passed by the
shareholders, or if any of the other
conditions are not satisfied, the planned
fundraise will not proceed, which will have
a significant impact on the Group’s ability to
continue as a going concern, if no alternative
funding can be secured before the liquidity
is expected to be exhausted. As the
fundraise is expected to be completed
subsequent to the approval of these
consolidated financial statements, the
outcome of the fundraise represents
a further material uncertainty, as it is to
some extent outside of the Group’s control.
The base case of the financial long-term
model, including an inflow of US$100,000
thousand from the planned fundraise, shows
that the Group has sufficient liquidity under
the base case assumptions to continue its
operations at a reduced level throughout
the entire period of management’s going
concern assessment, covering a period of 18
months from the date of approval of these
consolidated financial statements. No VAT
refunds are assumed during the 18 months
of the Group’s going concern assessment.
The updated base case assumes a pellet
production volume of approximately 40%
and 64% of the pre-war level for the
financial years 2026 and 2027, respectively,
and an expected start of the recovery to the
pre-war level in the second half of 2028.
The Group’s cash flow generation is
most sensitive to sales price changes.
The sensitivities prepared for reasonably
possible adverse changes, with a focus on
the expected realised prices, show negative
cash balances under some scenarios in the
last quarter of 2027, before any mitigating
actions are taken, such as a further
reduction of operating expenditures and the
Group’s mining and maintenance activities.
However, with the significant reduction
of the Group’s operation in the long-term
model, the available mitigating actions also
reduced significantly. As a result, the
possible mitigating actions under the full
control of management might not be
sufficient to offset certain negative effects
from reasonably possible adverse changes
to the base case.
Considering the tight available cash balances
under the base case scenario and sensitivity
to realised prices, the Group’s available cash
balance is expected to be depleted in the
last quarter of 2027, when combining all
effects of reasonably plausible changes
under a stress test scenario. 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 as a result of the historical
natural hedge between iron ore prices and
prices for key input materials.
As disclosed in Note 30 Commitments,
contingencies and legal disputes, the
ongoing legal actions against 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 might be
exacerbated by the ongoing war. These risks
remain at the date of the approval of these
consolidated financial statements and could
have a material negative impact on the
Group’s business activities and, as a
consequence, on the Group’s ability to
continue as a going concern.
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 during the financial year
2025 and first months of 2026. Although
management is of the opinion that this claim
is without merit, the full provision in the
amount of UAH4,727 million (US$111,517
thousand as at 31 December 2025), which
was recorded as at the end of 2023, 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 continues to
represent a material uncertainty in terms
of the Group’s ability to continue as
a going concern.
In respect of the contested sureties claim
and the opening of bankruptcy proceedings
against FPM mentioned above, no decision
has been made by the Supreme Court in the
contested sureties claim as at the date of
the approval of these consolidated financial
statements. The next hearing before the
Supreme Court is scheduled for 12 October
2026. On 18 August 2026, the court of
appeal in Kharkiv dismissed FPM’s appeal in
the bankruptcy case. If the Supreme Court
rules in favour of the claimants in the
contested sureties case, this would mean
that FPM’s bankruptcy process will continue,
which could potentially have a material
negative impact on the Group’s business
activities and its ability to continue as
a going concern. Following that negative
decision by the court of appeal in the
bankruptcy case, on 21 August 2026, FPM
filed a cassation appeal to the Supreme
Court of Ukraine. In the meantime, it is not
possible to assess the potential impact of
such bankruptcy proceedings and their
timing, as these depend on further court
proceedings, which may extend over
a considerable period of time. In terms of
the claim received regarding alleged illegal
mining and selling of subsoil (minerals
other than iron ore), several hearings took
place in 2025 and 2026 and it is still
expected that this will be a protracted
process. However, considering the
magnitude of the subsoil claim, a final
decision in this case could have a negative
impact on 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
cash balance and, as a consequence,
on the Group’s ability to continue as
a going concern.
185FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
DIRECTORS’ REPORT
CONTINUED
As announced on 24 February 2026, a local
court of first instance in Poltava ordered the
opening of bankruptcy proceedings against
Ferrexpo Poltava Mining (“FPM”). This ruling
is in relation to the contested sureties claim,
which is still under review by the Supreme
Court of Ukraine. Therefore, the local court
opened the bankruptcy proceedings without
a final decision by the Supreme Court on the
main litigation having been made. FPM filed
an appeal which was dismissed by the court
of appeal in Kharkiv on 18 August 2026.
On 21 August 2026, FPM filed a cassation
appeal to the Supreme Court of Ukraine.
There is a risk that actions of the appointed
insolvency manager could have a significant
impact on the Group’s ability to continue as
a going concern.
As announced on 4 February 2025, the
Group’s subsidiary FPM has received a civil
claim seeking joint liability of FPM and its
General Director for damages amounting to
UAH157 billion (approximately US$3.7 billion
as at 31 December 2025) in favour of the
Ukrainian state (see Note 30 Commitments,
contingencies and legal disputes for further
details). 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. The outcome of this legal dispute
depends on further legal proceedings and
it is expected that this will be a protracted
process, with a final court ruling likely made
outside of the Group’s going concern period.
See Note 30 Commitments, contingencies
and legal disputes for further information,
which should be read in conjunction with
this note.
As mentioned above, the Ukrainian
subsidiaries of the Group have not been
receiving VAT refunds since March 2025.
Although, the sanctions imposed on
Mr Zhevago have not been imposed on
any member of the Group, the personal
sanctions on Mr Zhevago have implications
for the Group’s operation and, as a
consequence, on its profitability and cash
flow generation, which could have an impact
on the Group’s ability to continue as a going
concern. In connection 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 date
of 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.
Nonetheless, in the event of a nationalisation
of 49.5% of shares in FPM and certain of its
assets, it is likely this would 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. See Note 12
Earnings per share and dividends paid and
proposed for further details regarding the
impact on the equity attributable to the
shareholders of Ferrexpo plc and its future
distributable reserves.
As disclosed in detail in the Group’s
interim condensed consolidated financial
statements as of 30 June 2025, on 4 March
2025, the SBI 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 FPM held by
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 pages 248 and 249 of
Note 30 Commitments, contingencies and
legal disputes. See Note 12 Earnings per
share and dividends paid and proposed
for further details regarding the impact
on the equity attributable to the
shareholders of Ferrexpo plc and its
future distributable reserves.
As disclosed in Note 11 Taxation, the Group’s
two major subsidiaries in Ukraine received
tax audit reports in September and
November 2023, stating potential claims for
underpayment of corporate profit taxes in
Ukraine of UAH2,162 million (US$51,005
thousand as at 31 December 2025) and
UAH259 million (US$6,110 thousand as at
31 December 2025), respectively. Negative
decisions by the court of appeal, after
potential negative decisions of the court of
first instance, are likely to have a significant
impact on the Group’s future cash flow
generation and available cash balance and,
as a consequence, on the Group’s ability to
continue as a going concern. See Note 11
Taxation for further information.
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.
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 Update
on Principal Risks section on pages 103 and
106 for further information on the Ukraine
country risk.
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 ongoing 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 management’s control for
identified uncertainties;
iv) the legal merits in terms of the ongoing
legal dispute regarding the above
mentioned contested sureties, including
the bankruptcy proceedings against FPM,
and potential future actions available to
protect the interests of the Group in
case of a negative decision from the
Supreme Court;
v) the suspension of VAT refunds, which
might not resume as expected
by management;
vi) the logistics route via the ocean-going
Black Sea ports in Ukraine, which is
currently unavailable and which may not
be available to the Group as currently
expected by management and as
reflected in the Group’s current
long-term model;
vii) the risk of nationalisation of 49.5% of
shares in FPM and certain of its assets,
which is outside of management’s
control, 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; and
viii)the uncertainty in relation to a successful
completion of the planned fundraising in
late September 2026,
there remains a material uncertainty that
may cast significant doubt on the Group’s
ability to continue as a going concern.
186 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
Despite the current situation of the ongoing
war, the Group’s legal disputes in Ukraine
and the prospects of the planned fundraise
in late September 2026, the Group
continues to prepare its consolidated
financial statements on a going concern
basis. This conclusion also takes into account
management’s ability to adapt the Group’s
operation to changing circumstances caused
by the war, including availability of logistic
routes, the effects of the suspension of VAT
refunds in Ukraine and the independent
legal advice received regarding the merits of
the ongoing legal actions against the Group
in Ukraine. However, as explained above,
many of the identified material uncertainties
in respect of the ongoing war and legal
disputes are outside of 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.
On 25 April 2025, MacIntyre Hudson LLP
resigned as statutory auditor of the
Company following an internal restructuring
of its audit business, under which statutory
audit activities were transferred to a new
legal entity, MHA Audit Services LLP.
MacIntyre Hudson LLP confirmed, in
accordance with section 519 of the Act,
that there were no circumstances connected
with its resignation that needed to be
brought to the attention of members
or creditors.
Following this transition, shareholders
approved the re-appointment of MHA Audit
Services LLP as the Company’s statutory
auditor at the AGM held on 22 May 2025,
to hold office until the conclusion of the
next AGM at which the Annual Report and
Accounts are laid before the Company.
A resolution to reappoint MHA Audit
Services LLP as the Group’s independent
auditor will be proposed at the general
meeting at which this Annual Report and
Accounts will be laid. Further information
on this meeting can be found below.
AMENDMENTS TO ARTICLES
OF ASSOCIATION
The Articles may be amended by special
resolution in accordance with the Act.
AGM
The Board held the AGM of the Company
covering certain matters of routine business
only, namely the re-election of Directors and
renewal of authorities given to make market
purchases of its own shares and to call
general meetings by notice of 14 clear days,
on 29 June 2026. The Notice convening the
AGM was made available to shareholders on
29 May 2026.
Given the delay to the publication of the
Group’s Annual Report and Accounts,
certain resolutions relating to these Annual
Report and Accounts, the re-appointment
and remuneration of the Group’s auditor,
and the Directors’ remuneration report did
not form part of the business at that AGM.
The Company intends to convene a separate
shareholder meeting in due course where
resolutions on these matters will be tabled.
Further details of this meeting will be sent to
shareholders in a separate letter from the
Interim Executive Chair summarising the
business of the meeting together with the
Notice convening the shareholder meeting.
The Strategic Report on pages 8 to 118 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 3 September 2026.
For and on behalf of the Board
Lucio Genovese
Interim Executive Chair
3 September 2026
187FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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, who held office at the
date of approval of this Directors’ Report,
whose names and functions are listed on
pages 126 to 127 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 or loss 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 184 of the Directors’ Report and
Note 2 Basis of preparation of the
Consolidated Financial Statements
on page 205;
(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 119 to 188.
This responsibility statement was approved
by the Board of Directors on 3 September
2026 and is signed on its behalf by:
Lucio Genovese
Interim Executive Chair
Nikolay Kladiev
Executive Director/Chief Financial Officer
3 September 2026
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
188 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
CONTENTS
INDEPENDENT AUDITOR’S
REPORT 190
PRIMARY STATEMENTS 200
Consolidated Income Statement 200
Consolidated Statement of
Comprehensive Income 201
Consolidated Statement
of Financial Position 202
Consolidated Statement
of Cash Flows 203
Consolidated Statement
of Changes in Equity 204
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS 205
Section 1:
Basis of Preparation Notes
Corporate information 1 205
Basis of preparation 2 205
New accounting policies 3 210
Use of critical estimates
and judgements 4 210
Section 2:
Results for the Year
Segment information 5 211
Revenue 6 212
Operating expenses 7 213
Other income 8 214
Foreign exchange gains
and losses 9 215
Net finance expense 10 215
Taxation 11 216
Earnings per share and
dividends paid and proposed 12 221
Section 3:
Assets and Liabilities Notes
Property, plant and equipment 13 222
Right-of-use assets 14 226
Intangible assets 15 227
Other non-current assets 16 228
Inventories 17 228
Trade and other receivables 18 229
Prepayments and other
current assets 19 230
Other taxes recoverable
and payable 20 230
Trade and other payables 21 232
Pension and post-employment
obligations 22 232
Provisions 23 236
Accrued and contract liabilities 24 236
Section 4:
Financial Instruments
and Financial Risk Management
Cash and cash equivalents 25 237
Lease liabilities 26 237
Financial instruments 27 238
Section 5:
Other
Share-based payments 28 244
Employees 29 245
Commitments, contingencies
and legal disputes 30 246
Share capital and reserves 31 254
Consolidated subsidiaries 32 255
Investments in associates 33 255
Related party disclosures 34 256
Events after the
reporting period 35 258
Parent Company
Financial Statements 259
Additional Disclosures 265
Alternative Performance
Measures 266
Glossary 268
Financial
statements
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONOVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
189FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
For the purposes 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 192 to 194 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 2025 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 material 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 material 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 2025 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 financial statements on page 205, Note 35 of the financial statements on page 258 and Note 2 of the
Parent Company financial statements on page 261, which describe the conditions that give rise to a material uncertainty that may cast significant
doubt on the Group’s and Parent Company’s ability to continue as a going concern. These conditions include uncertainties relating to the Group’s
liquidity position including the suspension of VAT refunds, the potential outcomes of significant legal disputes in Ukraine, and the indirect
consequences arising from the personal sanctions imposed on Mr Kostyantin Zhevago, including the potential nationalisation of 49.5% of FPM
shares and certain assets. These uncertainties are further exacerbated by the ongoing war in Ukraine, which continues to adversely impact the
Group’s mining, processing and logistics operations. 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 some of the uncertainties identified are outside of the Group
management’s control.
The Group is actively pursuing an equity capital raise of at least US$100 million, structured as a conditional placing, to support working capital and
short-term operational needs over the going concern period. The successful completion of the fundraise, including the amount raised, timing of
receipt and satisfaction of any conditions, is not yet certain and is outside the Group’s full control. If the fundraise is not completed in the amount
and timeframe assumed in the Directors’ going concern assessment, and in the absence of sufficient alternative mitigating actions, the Group and
Parent Company may not have sufficient liquidity to continue to meet their obligations as they fall due throughout the going concern period.
These circumstances indicate the existence of a material uncertainty that may cast significant doubt upon the Group’s and Company’s ability to
continue as a going concern. Our opinion is not modified in respect of these matters.
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
190 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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 included consideration of the political, fiscal and legal uncertainties with operating in Ukraine. In performing this work, we considered
the risks associated and undertook the following procedures:
• 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 achievable and within the Group’s control;
• challenging and assessing management’s assumptions applied in the going concern assessment and cash flow forecasts, 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 of the model used to prepare the forecasts;
• evaluating management’s assessment of 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 resources 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
and the possibility and impact of restrictions put on the Group’s use of its own assets including moving cash around the Group, as detailed in the
key audit matter “Contingencies and completeness of litigations and claims”;
• discussing 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 groups;
• assessing the work of the component auditors’ 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;
• assessing the appropriateness and completeness of disclosures on going concern, including use of a disclosure checklist;
• inspected the latest shadow book or equivalent investor-demand evidence;
• distinguished non-binding indications from firm or binding commitments;
• assessed any minimum proceeds and conditions required for the placing to proceed;
• considered the proposed issue price, discount and potential execution risk;
• assessed whether necessary shareholder, regulatory or other approvals were required;
• inspected the latest timetable and evidence of progress after the broker discussions;
• assessed alternative funding or mitigating actions if the intended raise is delayed or raises less than US$100 million; and
• updated the assessment through the report date.
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 seven components and specified audit procedures on particular classes of transactions, balances and disclosures
on a further six components. Our scoping was determined at a financial statement line item level to ensure that significant
classes of transactions, balances and disclosures were fully included within the scope of our audit, with any residual balances
below performance materiality. Analytical procedures were applied to these residual balances to assess overall reasonableness;
however, these were not designed or relied upon as substantive analytical procedures to obtain audit evidence in isolation.
Materiality The materiality that we used for the Group financial statements was US$8.7 million (2024: US$15.0 million). This represents 1.2%
of net assets (2024: 1.6% of Net assets).
The materiality used for the Parent Company financial statements was US$7 million (2024: US$8.3 million), which was
determined as 1.6% of the Company’s net assets (2024: 1.5%).
Key audit matters The key audit matters that we identified in the current year relating to the Group and Parent Company are:
• Treatment and likelihood of contingencies, litigation and claims
• Taxation – IFRIC 23 and critical judgements on transfer pricing and the international structure
• Impairment of PPE
• In the current year, we have identified additional key audit matters relating to going concern, including the consideration of the
ongoing war in Ukraine and related litigation (See Material uncertainty relating to going concern section)
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
191FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF FERREXPO PLC
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
Financial
statements element
Legal provision of
US$114.7m
recognised (Note
23)
FY25
US$114.7m
Legal provision
FY24
US$115.7m
Legal provision
Key audit matter
description
As disclosed in Note 30, the Group is subject to a number of significant legal proceedings and investigations, primarily in Ukraine.
These include, among others, the contested sureties claim, VAT-related disputes, royalty and environmental investigations, and
matters relating to corporate rights and shareholdings. The legal and regulatory environment in Ukraine, combined with the
ongoing war, increases the complexity and uncertainty surrounding the outcome of these cases.
Significant judgement is involved in assessing the likelihood of outflows of economic resources arising from these matters and in
determining the appropriate accounting treatment under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. This
includes determining whether provisions should be recognised (where an outflow is considered probable and can be reliably
estimated) or whether matters should be disclosed as contingent liabilities.
The most significant provisions recognised by management relate to the contested sureties claim and the squeeze-out of
minority shareholders. In addition, the Group has disclosed a number of material contingent liabilities, including those relating
to VAT disputes, royalty-related investigations, environmental claims, and restrictions over corporate rights, which could have
a significant impact on the Group’s financial position depending on their outcome.
This area was considered a key audit matter due to:
• the significant judgement involved in assessing the probability and magnitude of potential outflows;
• the heightened uncertainty arising from the legal and political environment in Ukraine, including potential inconsistencies in
the application of local legislation; and
• the risk that provisions and contingent liabilities may be incomplete, misstated, or not appropriately disclosed.
The key audit risk relates to the completeness and accuracy of provisions and disclosures in respect of legal claims and
contingencies, including the risk that material exposures are not appropriately recognised or disclosed in the financial
statements.
We draw attention to Note 30, which describes the nature of these legal proceedings and the inherent uncertainties in their
outcomes. Our opinion is not modified in respect of this matter.
How the scope
of our audit
responded to the
key audit matter
Our procedures included, but were not limited to:
• We obtained direct confirmations and supporting documentation from the Group’s internal and external legal advisors to
understand the status of significant legal proceedings and their assessment of the likely outcomes. We evaluated whether
these were consistent with management’s conclusions.
• We held discussions with management and reviewed key correspondence, court filings, and other documentation exchanged
with relevant authorities and counterparties to assess the status and developments in each case.
• Challenging management’s judgements on significant claims regarding the likelihood of outflows of economic resources,
including whether matters had been appropriately classified as provisions or contingent liabilities in accordance with IAS 37.
• We involved component auditor teams, including the use of their internal legal specialists, to assess local legal matters and
provide input on the reasonableness of management’s assumptions and conclusions, particularly in the context of the
Ukrainian legal environment.
• We reviewed board minutes, audit committee papers, and legal expense accounts to identify any additional or emerging legal
matters and to assess the completeness of the population of claims considered by management.
• We assessed the adequacy and clarity of the disclosures in the financial statements, including whether they appropriately
reflect the level of uncertainty, potential financial impact, and interdependencies between claims.
Key observations Based on the procedures performed, we did not identify any matters to indicate that the provisions recognised in respect of
legal claims and the related disclosures of contingencies and litigation are materially misstated or inappropriate.
However, we highlighted that significant judgement continues to be applied by management in assessing the likelihood and
potential financial impact of these matters, particularly given the heightened legal and regulatory uncertainty in Ukraine. We
also emphasised the importance of ensuring that disclosures remain sufficiently clear, balanced, and comprehensive to reflect
the severity, uncertainty, and potential interdependencies of the ongoing legal proceedings.
192 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
TAXATION – IFRIC 23 AND CRITICAL JUDGEMENTS OF TRANSFER PRICING AND THE
INTERNATIONAL STRUCTURE
Financial
statements element
Current income tax
expense recognised
US$9.1m with
deferred income tax
US$2.2m (Note 4
and Note 11)
FY25
US$11.3m
Income tax expense
FY24
US$29.6m
Income tax expense
Key audit matter
description
A key area of judgement for the Group is the application of transfer pricing policies and the accounting for uncertain tax positions
under IFRIC 23 (Refer to Note 4 and Note 11).
The Group operates a vertically integrated international business, with sales between subsidiaries priced using benchmark
market prices for comparable iron ore products, adjusted for quality and freight. Management considers these arrangements to
be consistent with applicable transfer pricing legislation across the jurisdictions in which the Group operates.
However, the Group continues to be subject to significant scrutiny from the Ukrainian tax authorities in respect of historical
cross-border transactions. This includes claims relating to periods between 2015 and 2017, as well as investigations by
government authorities. Claims totalling approximately US$58 million (including penalties) have been raised against certain
Ukrainian subsidiaries, although these remain subject to ongoing legal proceedings.
In addition, the Group operates in a complex and evolving tax and legal environment in Ukraine, where there is inherent
uncertainty in the application of legislation and enforcement by authorities. This is further heightened by broader geopolitical
factors and recent actions by tax authorities, including the suspension of VAT refunds, which has increased regulatory scrutiny
over the Group’s tax position.
Significant judgement is therefore required in assessing whether uncertain tax positions should be recognised and measured
under IFRIC 23, including determining the probability of outflows and estimating potential exposures. These judgements are
inherently subjective and depend on interpretations of tax law, the status of ongoing disputes, and the expected outcomes of
court proceedings, which may involve complex legal and technical considerations.
The application of IFRIC 23 is particularly complex in this context, as outcomes may evolve from negotiation-based tax enquiries
to formal litigation, where decisions are dependent on judicial interpretation and precedent. This increases the level of estimation
uncertainty and makes the prediction of outcomes more challenging.
Accordingly, we considered this area to be a key audit matter due to the materiality of the potential exposures, the complexity
of the Group’s international structure and transfer pricing arrangements, and the significant level of management
judgement involved.
How the scope
of our audit
responded to the
key audit matter
Our procedures included, but were not limited to:
• Involving transfer pricing and international tax specialists to assess the appropriateness of the Group’s transfer pricing policies,
supporting documentation, and key judgements applied by management in respect of cross-border arrangements.
• Reviewing key correspondence with tax authorities and legal advisors and evaluating management’s assessment of the
potential exposures. With the support of our specialists, we also considered relevant case law and recent court decisions in
Ukraine, including the impact of prior rulings, in assessing the likelihood of an adverse outcome.
• Assessing the design and implementation of management’s process for identifying and evaluating uncertain tax positions
under IFRIC 23, including the completeness of matters considered and consistency with prior periods.
• Challenging management’s judgements in determining whether provisions or disclosures were required, including performing
sensitivity analysis on key assumptions (such as probability weightings and potential settlement outcomes) to evaluate the
range of possible exposures.
• Critically evaluating the assumptions applied in management’s IFRIC 23 assessment, including the interpretation of applicable
tax legislation, the status of ongoing disputes, and the expected resolution of matters through litigation or negotiation.
• Considering the adequacy and transparency of the related disclosures in the financial statements, including whether they
appropriately reflect the level of estimation uncertainty and significant judgements involved.
These procedures were performed in the context of a complex and evolving regulatory environment in Ukraine, where the
Group is subject to ongoing tax audits and legal proceedings, and where significant judgement is required in assessing uncertain
tax positions.
Key observations Based on the procedures performed, nothing has come to our attention that would indicate that the disclosures in relation to
uncertain tax positions, including transfer pricing and international taxation matters, are materially misstated.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
193FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF FERREXPO PLC
IMPAIRMENT OF PPE
Financial
statements element
Impairment charge
recognised in respect
of PPE amounted to
US$154 million
(Note 13)
FY25
US$154m
Total impairment
FY24
US$72m
Total impairment
Key audit matter
description
The Group continues to operate in a highly uncertain environment due to the ongoing war in Ukraine, which has adversely
impacted production levels, supply chains, and overall operating capacity. During the year, the suspension of VAT refunds by the
Ukrainian tax authorities has further constrained liquidity and resulted in a downscaling of operations, leading to lower expected
future cash flows from the Group’s assets, as disclosed in Note 13, which describes the uncertainty related to the estimate of the
recoverable amount of the Group’s Cash Generating Unit (“CGU”).
Management is required to assess whether indicators of impairment exist and, where identified, to estimate the recoverable
amount of the CGU. This is determined using a value-in-use model based on the Group’s long-term forecasts. These forecasts
incorporate a number of key assumptions, including future production volumes, iron ore prices, operating costs, discount rates
and the timing of any recovery to pre-war operating levels.
Given the significant estimation uncertainty associated with these assumptions, particularly in the context of ongoing geopolitical
disruption, legal uncertainties, and constraints on cash flow generation, there is a high degree of judgement involved in
determining the recoverable amount of the CGU. Changes in these assumptions could have a material impact on the carrying
value and potential impairment of the Group’s assets.
How the scope
of our audit
responded to the
key audit matter
Our work included, but was not restricted to:
• Assessing the design and implementation of key controls over the impairment review process, including those relating to the
preparation and review of the Group’s long-term cash flow model.
• Testing the mathematical accuracy of the value in use model to identify any computational errors within the forecasts.
• Challenging management on the source and appropriateness of the data used in the Group’s long-term cash flow forecasts,
including consideration of the impact of reduced production levels, suspension of VAT refunds, and ongoing disruption caused
by the war in Ukraine.
• Critically evaluating the key assumptions underpinning the forecasts, including production volumes, iron ore prices, operating
costs, and the timing of any recovery to pre-war capacity, by reference to external data where available and our understanding
of the Group’s operating environment.
• With the support of our external valuation experts, we evaluated the appropriateness of the discount rate applied, including
benchmarking key inputs such as risk-free rates, country risk premiums and cost of capital assumptions.
• Assessing whether the cash flow forecasts appropriately reflected the latest available information, including the impact of
ongoing legal and geopolitical uncertainties, and considered the consistency of these assumptions with those used in the going
concern assessment.
• Verifying the carrying value of the assets included within the CGU and assessing the allocation and calculation of the
impairment loss recognised in the period.
• Considering whether indicators existed for the reversal of previously recognised impairment losses in accordance with IAS 36
and concluding that no such reversal was appropriate.
• Evaluating management’s assessment of whether relevant events arising after the reporting date were adjusting or non-
adjusting for the purposes of the impairment review.
• Reviewing the adequacy and appropriateness of the disclosures in the financial statements, including the key
assumptions applied and sensitivity analyses presented, and assessed whether these appropriately reflect the degree
of estimation uncertainty.
Key observations Based on the procedures performed, we did not identify any matters indicating that the impairment charge recognised in
respect of PPE, or the related disclosures, were materially misstated.
194 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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
Overall Materiality amounting to US$8.7 million
(2024: US$15 million)
Overall Materiality amounting to US$7 million
(2024: US$8.3 million)
Performance
materiality
We set our 2025 performance materiality at 60% of overall
materiality (2024: 60%), amounting to US$5.2 million
(2024: US$9 million)
We set our 2025 performance materiality at 60% of overall
materiality (2024: 60%), amounting to US$4.2 million
(2024: US$4.9 million)
How we
determined
materiality
We have applied an approach consistent with the prior year.
We have determined materiality of US$8.7 million on the basis
of our professional judgement which represents:
• 1.2% of net assets
• (2024: 1.6% net assets)
1.6% of Parent Company’s net assets (2024: 1.5% 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 asset
recoverability and valuation, and long-term profitability. The
materiality level calculated based on net assets falls within the
thresholds set under our global audit methodology.
Net assets benchmark
The war in Ukraine has led to an overall reduction in the Group’s
activity and profitability. With the shift of stakeholders’ focus
towards long-term profitability, asset recoverability, and
valuation, a short-term profit-based benchmark does not
adequately capture shareholder requirements. Thus the use
of net assets as a benchmark most faithfully represents the
common information needs of users in the current
operating environment.
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$0.4 million (2024: US$0.8 million) and US$0.35 million
(2024: 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.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
195FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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 100% of group revenue,
100% of group loss before tax and 99% of group net assets.
The remaining 14 components collectively represent 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$0.16 million to US$8 million (2024: US$1.25 million to US$7.1 million).
95
5
99
1
94
5
1
Audits of the entire financial
information
Audits of specified COTABD’s
Analytical procedures
Revenue (%) Profit/(Loss) before tax (%) Net assets/(Net liabilities) (%)
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 supplementary 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 substantive 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.
196 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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 management’s 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 DIRECTORS’ 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 pages 184 to 187;
• Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers and why the period is appropriate set
out on page 116;
• Directors’ statement on whether they have a reasonable expectation that the Group will be able to continue in operation and meets its liabilities
set out on page 118;
• Directors’ statement on fair, balanced and understandable set out on page 188;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 116;
• Section of the Annual Report and Accounts that describes the review of effectiveness of risk management and internal control systems set out
on page 155; and
• Section describing the work of the Audit Committee set out on pages 146 to 149.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
197FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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
• the part of the Directors’ Remuneration Report to be audited is not in agreement with the accounting records and returns; 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.
DIRECTORS’ REMUNERATION REPORT
Those aspects of the Directors’ Remuneration Report which are required to be audited have been prepared in accordance with applicable
legal requirements.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ responsibilities statement set out on page 188, 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’S 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.
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, sector, and its impact 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 Group 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.
198 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
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;
– discussing the assumptions and legal issues facing the Group with internal and external legal counsel, and challenging management’s
assessment thereof;
– 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;
– 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 bank balances; and
– using 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.
OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS
We were re-appointed by the Members on 26 June 2025. The period of total uninterrupted engagement including previous renewals and
reappointments of the firm is seven years, initially under the legal entity MacIntyre Hudson LLP and subsequently under MHA Audit Services LLP.
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.
The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and Transparency
Rules 4.1.15R to 4.1.18R. This auditor’s report provides no assurance over whether the annual financial report has been prepared in accordance with
those requirements.
Andrew Moyser FCA FCCA
(Senior Statutory Auditor)
For and on behalf of MHA, Statutory Auditor
London, United Kingdom
3 September 2026
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
199FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CONSOLIDATED INCOME STATEMENT
| Year ended | Year ended | ||
US$000 | Notes | 31.12.25 | 31.12.24 |
Revenue | 6 | ||
Operating expenses | 7 | ( | ( |
Write-offs and impairments | 7 | ( | ( |
Other operating income | 8 | ||
Operating foreign exchange gains | 9 | ||
Operating (loss)/profit | ( | ||
Share of profit from associates | 33 | ||
(Loss)/profit before tax and finance | ( | ||
Net finance expense | 10 | ( | ( |
Non-operating foreign exchange gains/(losses) | 9 | ( | |
Loss before tax | ( | ( | |
Income tax expense | 11 | ( | ( |
Loss for the year | ( | ( | |
| Loss attributable to: | |||
Equity shareholders of Ferrexpo plc | ( | ( | |
Non-controlling interests | ( | ||
Loss for the year | ( | ( | |
| Loss per share: | |||
Basic (US cents) | 12 | ( | ( |
Diluted (US cents) | 12 | ( | ( |
The accompanying notes are an integral part of the consolidated financial statements.
200 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
| Year ended | Year ended | ||
US$000 | Notes | 31.12.25 | 31.12.24 |
Loss for the year | ( | ( | |
| Items that may subsequently be reclassified to profit or loss: | |||
Exchange differences on translating foreign operations | ( | ( | |
Income tax effect | 11 | ||
| Net other comprehensive loss that may be reclassified to profit or loss in subsequent | ( | ( | |
| periods | |||
| Items that will not be reclassified subsequently to profit or loss: | |||
Remeasurement gains/(losses) on defined benefit pension liability | 22 | ( | |
Net other comprehensive income/(loss) not being reclassified to profit or loss in subsequent periods | ( | ||
Other comprehensive income/(loss) for the year, net of tax | ( | ||
Total comprehensive loss for the year, net of tax | ( | ( | |
| Total comprehensive loss attributable to: | |||
Equity shareholders of Ferrexpo plc | ( | ( | |
Non-controlling interests | ( | ( | |
( | ( |
The accompanying notes are an integral part of the consolidated financial statements.
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 201
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| As at | As at | ||
US$000 | Notes | 31.12.25 | 31.12.24 |
| Assets | |||
Property, plant and equipment | 13 | ||
Right-of-use assets | 14 | ||
Intangible assets | 15 | ||
Investments in associates | 33 | ||
Inventories | 17 | ||
Other non-current assets | 16 | ||
Other taxes recoverable and prepaid | 20 | ||
Deferred tax assets | 11 | ||
Total non-current assets | |||
Inventories | 17 | ||
Trade and other receivables | 18 | ||
Prepayments and other current assets | 19 | ||
Income taxes recoverable and prepaid | 11 | ||
Other taxes recoverable and prepaid | 20 | ||
Cash and cash equivalents | 25 | ||
Total current assets | |||
Total assets | |||
| Equity and liabilities | |||
Issued capital | 31 | ||
Share premium | |||
Other reserves | 31 | ( | ( |
Retained earnings | |||
Equity attributable to equity shareholders of Ferrexpo plc | |||
Non-controlling interest | |||
Total equity | |||
Lease liabilities | 5/26 | ||
Defined benefit pension liability | 22 | ||
Provisions | 23 | ||
Deferred tax liabilities | 11 | ||
Total non-current liabilities | |||
Lease liabilities | 5/26 | ||
Trade and other payables | 21 | ||
Provisions | 23/30 | ||
Accrued and contract liabilities | 24 | ||
Income taxes payable | 11 | ||
Other taxes payable | 20 | ||
Total current liabilities | |||
Total liabilities | |||
Total equity and liabilities |
The accompanying notes are an integral part of the consolidated financial statements.
202 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
| Year ended | Year ended | ||
US$000 | Notes | 31.12.25 | 31.12.24 |
Loss before tax | ( | ( | |
| Adjustments for: | |||
Depreciation of property, plant and equipment, right-of-use assets and amortisation of intangible assets | |||
Net finance income | 10 | ( | ( |
(Gains)/losses on disposal and liquidation of property, plant and equipment | 7 | ( | |
Write-offs and impairments | 7 | ||
Share of profit from associates | 33 | ( | ( |
Impairment loss/(reversal) on financial assets | 7 | ( | |
Movement in site restoration provision | 23 | ||
Employee benefits | 22 | ||
Share-based payments | 28 | ||
Allowance on overdue VAT receivable balances | 20 | ||
Operating foreign exchange gains | 9 | ( | ( |
Non-operating foreign exchange (gains)/losses | 9 | ( | |
Operating cash flow before working capital changes | |||
| Changes in working capital: | |||
Decrease in trade and other receivables | |||
Decrease/(increase) in inventories | ( | ||
(Decrease)/increase in trade and other payables (including accrued and contract liabilities) | ( | ||
Increase in other taxes recoverable and payable (including VAT) | 20 | ( | ( |
Cash generated from operating activities | |||
Interest paid | ( | ( | |
Income tax paid | 11 | ( | ( |
Post-employment benefits paid | ( | ( | |
Net cash flows from operating activities | |||
| Cash flows used in investing activities | |||
Purchase of property, plant and equipment and intangible assets | 13/15 | ( | ( |
Proceeds from disposal of property, plant and equipment and intangible assets | |||
Interest received | |||
Dividends from associates | |||
Net cash flows used in investing activities | ( | ( | |
| Cash flows used in financing activities | |||
Principal elements of lease payments | 26 | ( | ( |
Dividends paid to equity shareholders of Ferrexpo plc | 12 | ( | ( |
Net cash flows used in financing activities | ( | ( | |
Net decrease in cash and cash equivalents | ( | ( | |
Cash and cash equivalents at the beginning of the year | |||
Currency translation differences | |||
Cash and cash equivalents at the end of the year | 25 |
The accompanying notes are an integral part of the consolidated financial statements.
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 203
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CONSOLIDATED STATEMENT OF CASH FLOWS
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 2024 | ( | |||||||
Loss for the year | ( | ( | ( | |||||
Other comprehensive loss | ( | ( | ( | ( | ( | |||
Total comprehensive loss for the year | ( | ( | ( | ( | ( | |||
| Share-based payments (Note | ||||||||
| 28) | ||||||||
Equity dividends to shareholders of Ferrexpo plc | ( | ( | ( | |||||
| (Note 12) | ||||||||
At 31 December 2024 | ( | |||||||
Loss for the year | ( | ( | ( | ( | ||||
Other comprehensive income | ( | |||||||
Total comprehensive loss for the year | ( | ( | ( | ( | ( | |||
| Share-based payments (Note | ||||||||
| 28) | ||||||||
Equity dividends to shareholders of Ferrexpo plc | ( | ( | ( | |||||
| (Note 12) | ||||||||
At 31 December 2025 | ( | |||||||
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
further information.
204 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 205
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 2: BASIS OF PREPARATION CONTINUED
206 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 2: BASIS OF PREPARATION CONTINUED
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 207
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 2: BASIS OF PREPARATION CONTINUED
208 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 2: BASIS OF PREPARATION CONTINUED
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 209
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 4: USE OF CRITICAL ESTIMATES AND JUDGEMENTS
The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and judgements that
affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and judgements are based
on information available as at the date of authorising the consolidated financial statements for issue. Actual results could therefore differ
from those estimates and judgements.
The consideration of the impact of climate change on the Group’s financial statements did not require critical estimates and judgements
when preparing the consolidated financial statements as at 31 December 2025.
The Group identified a number of areas involving the use of critical estimates and judgements made by management in preparing the
consolidated financial statements and supporting information is embedded within the following notes:
CRITICAL ESTIMATES
• Note 13 Property, plant and equipment – impairment consideration based on key assumptions
As disclosed in Note 13 Property, plant and equipment, the preparation of the Group’s long-term model is based on management’s best
estimate of key assumptions, such as the expected future prices for iron ore products and for key input materials as well as possible
production and sales volumes, taking also into account the current circumstances the Group has to operate in. Any adverse changes to
these key assumptions could pose a risk for significant adjustments in future periods.
210 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 4: USE OF CRITICAL ESTIMATES AND JUDGEMENTS CONTINUED
CRITICAL JUDGEMENTS
• Note 2 Basis of preparation – going concern assumption
• Note 11 Taxation – transfer pricing claims, tax legislation in Ukraine and development in international tax environment
• Note 13 Property, plant and equipment – impairment consideration as a result of the ongoing war in Ukraine
• Note 20 Other taxes recoverable and payable – recoverability of outstanding VAT in Ukraine
• Note 30 Commitments, contingencies and legal disputes – assessment of matters in an environment of political, fiscal and legal
uncertainties
• Note 35 Events after the reporting period – non-adjusting post balance sheet events
The most critical judgement made by the management is in respect of the timing of when the Group’s operation is expected to recover to
pre-war levels. As disclosed in Note 13 Property, plant and equipment, there is a risk of material adjustments in future periods in case of
a delay of the recovery to pre-war levels. In addition, the duration and impact of the ongoing war in Ukraine could pose a further risk for
significant adjustments in future periods.
NOTE 5: SEGMENT INFORMATION
The Group is managed as a single segment, which produces, develops and markets its principal product, iron ore pellets and concentrate,
for sale to the metallurgical industry. While the revenue generated by the Group is monitored at a more detailed level, there are no separate
measures of profit reported to the Group’s Chief Operating Decision-Maker (“CODM”). In accordance with IFRS 8 Operating Segments,
monitors the operating result of the Group based on a number of measures including Underlying EBITDA, gross profit and net cash.
UNDERLYING EBITDA AND GROSS PROFIT
The Group presents the Underlying EBITDA as it is a useful measure for evaluating its ability to generate cash and its operating performance.
The Group amended its definition of Underlying EBITDA during the financial year 2024 by excluding operating foreign exchange gains and
losses. The full definition of Underlying EBITDA and details in respect of the amended definition are provided in the Alternative Performance
Measures (“APMs”) section.
| Year ended | Year ended | ||
US$000 | Notes | 31.12.25 | 31.12.24 |
(Loss)/profit before tax and finance | (209,816) | 19,928 | |
(Gains)/losses on disposal and liquidation of property, plant and equipment | (572) | 231 | |
| Share-based payments | 28 | 431 | 320 |
| Write-offs and impairments | 7 | 160,936 | 71,871 |
| Allowance on overdue VAT receivable balances | 20 | 13,139 | − |
Depreciation and amortisation | 68,406 | 60,281 | |
Operating foreign exchange gains | (4,969) | (83,321) | |
Underlying EBITDA | 27,555 | 69,310 |
| Year ended | Year ended | ||
US$000 | Notes | 31.12.25 | 31.12.24 |
| Revenue | 6 | 787, 324 | 933,263 |
| Cost of sales | 7 | (504,214) | (597,4 3 8) |
Gross profit | 283,110 | 335,825 |
NET CASH
Net cash as defined by the Group comprises cash and cash equivalents less lease liabilities.
| As at | As at | ||
US$000 | Notes | 31.12.25 | 31.12.24 |
| Cash and cash equivalents | 25 | 58,447 | 105,919 |
| Lease liabilities – current | 26 | (4,228) | (4,665) |
| Lease liabilities – non-current | 26 | (6,792) | (419) |
Net cash | 47,427 | 100,835 |
With the exception of lease liabilities, the Group does not have any outstanding interest-bearing loans and borrowings as at 31 December
2025 and the end of the comparative year ended 31 December 2024.
Net cash is an APM. Further information on the APMs used by the Group, including the definitions, is provided on pages 266 and 267.
DISCLOSURE OF REVENUE AND NON-CURRENT ASSETS
The Group does not generate significant revenues from external customers attributable to the UK, the Company’s country of domicile.
The information on the revenues from external customers attributed to the individual foreign countries is given in Note 6 Revenue. The Group
does not have any significant non-current assets that are located in the country of domicile of the Company. The vast majority of the
non-current assets are located in Ukraine.
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 211
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Revenue from sales of iron ore pellets and concentrate | 664,774 | 831,807 |
Freight revenue related to sales of iron ore pellets and concentrate | 77, 0 6 4 | 49,691 |
Total revenue from sale of iron ore pellets and concentrate | 741,838 | 881,498 |
Revenue from logistics and bunker business | 40,650 | 46,139 |
Revenue from other sales and services provided | 4,836 | 5,626 |
Total revenue | 787, 324 | 933,263 |
212 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 6: REVENUE CONTINUED
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Europe, including Turkey | 354,732 | 668,425 |
Austria | 168,494 | 237, 0 92 |
Czech Republic | 99,578 | 97,612 |
Turkey | 29,614 | 123,615 |
Germany | 18,599 | 1 27, 50 0 |
Others | 38,446 | 82,606 |
China & South East Asia | 363,666 | 148,363 |
China | 357, 3 8 6 | 138,551 |
Others | 6,280 | 9,812 |
Middle East & North Africa | 23,440 | 64,710 |
Total revenue from sale of iron ore pellets and concentrate | 741,838 | 881,498 |
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Customer A | 168,494 | 237,0 92 |
Customer B | 153,726 | − |
Customer C | 99,578 | 97,61 2 |
Customer D | 74,873 | 39,976 |
Customer E | 29,614 | 123,615 |
Customer F | 18,599 | 92,354 |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 213
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 7: OPERATING EXPENSES CONTINUED
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Cost of sales | 504,214 | 597, 4 38 |
Selling and distribution expenses | 242,405 | 246,300 |
General and administrative expenses | 59,287 | 68,974 |
Other operating expenses | 39,336 | 19,862 |
Total operating expenses | 845,242 | 932,574 |
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Inventories recognised as an expense upon sale of goods | 475,471 | 566,526 |
Employee costs (excluding logistics and bunker business) | 76,192 | 85,435 |
Change in inventories of finished goods | 36,097 | 4,961 |
Depreciation of property, plant and equipment and right-of-use assets | 67,636 | 59,392 |
Amortisation of intangible assets | 770 | 889 |
Royalties | 26,093 | 32,187 |
Costs of logistics and bunker business | 44,167 | 54,991 |
Professional fees (including legal fees) | 13,104 | 17,676 |
Audit and non-audit services | 2,348 | 2,239 |
Community support donations | 1,463 | 4,319 |
Impairment loss/(reversal) on financial assets | 5,598 | (1,731) |
(Gains)/losses on disposal and liquidation of property, plant and equipment | (572) | 231 |
| Year ended | Year ended | ||
US$000 | Notes | 31.12.25 | 31.12.24 |
Write-offs of inventories | 1,278 | 81 | |
| Write-offs of property, plant and equipment | 13 | 5,335 | 155 |
Total write-offs | 6,613 | 236 | |
| Impairment of property, plant and equipment | 13 | 154,323 | 71,635 |
Total impairments | 154,323 | 71,635 | |
Total write-offs and impairments | 160,936 | 71,871 |
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
| Audit services | ||
Ferrexpo plc Annual Report and Accounts | 1,594 | 1,464 |
Subsidiary entities | 352 | 328 |
Total audit services | 1,946 | 1,792 |
Audit-related assurance services | 402 | 309 |
Total audit and audit-related assurance services | 2,348 | 2,101 |
| Non-audit services | ||
Other services | − | 138 |
Total non-audit services | − | 138 |
Total auditor remuneration | 2,348 | 2,239 |
214 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 8: OTHER INCOME CONTINUED
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Income on sale of current assets | 1,021 | 2,566 |
Compensation from insurances | 814 | 1,286 |
Lease income | 886 | 837 |
Other income | 862 | 786 |
Total other income | 3,583 | 5,475 |
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
| Operating foreign exchange gains/(losses) | ||
Conversion of trade receivables | 5,038 | 83,588 |
Conversion of trade payables | (481) | (283) |
Others | 412 | 16 |
Total operating foreign exchange gains | 4,969 | 83,321 |
| Non-operating foreign exchange gains/(losses) | ||
Conversion of interest-bearing loans | 1,630 | (37,591) |
Conversion of cash and cash equivalents | (291) | 673 |
Others | (988) | (2,437) |
Total non-operating foreign exchange gains/(losses) | 351 | (39,355) |
Net foreign exchange gains | 5,320 | 43,966 |
Average exchange rate | Closing exchange rate | |||
| Year ended | Year ended | As at | As at | |
| Against US$ | 31.12.25 | 31.12.24 | 31.12.25 | 31.12.24 |
UAH | 41.689 | 40.152 | 42.388 | 42.039 |
EUR | 0.887 | 0.924 | 0.852 | 0.963 |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 215
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 10: NET FINANCE EXPENSE CONTINUED
| Year ended | Year ended | ||
US$000 | Notes | 31.12.25 | 31.12.24 |
| Finance expense | |||
| Net interest on defined benefit plans | 22 | (3,384) | (2,432) |
Bank charges | (611) | (1,304) | |
Interest expense on lease liabilities | (230) | (191) | |
Other finance costs | (661) | (1,052) | |
Total finance expense | (4,886) | (4,979) | |
| Finance income | |||
Interest income on bank deposits | 1,754 | 3,979 | |
Other finance income | − | 7 | |
Total finance income | 1,754 | 3,986 | |
Net finance expense | (3,132) | (993) |
NOTE 11: TAXATION
216 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 11: TAXATION CONTINUED
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
| Current income tax | ||
Current income tax charge | 4,494 | 18,784 |
Global minimum top-up tax | 978 | − |
Amounts related to previous years | 3,661 | 2,374 |
Total current income tax | 9,133 | 21,158 |
| Deferred income tax | ||
Origination and reversal of temporary differences | 2,202 | 8,452 |
Total deferred income tax | 2,202 | 8,452 |
Total income tax expense | 11,335 | 29,610 |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 217
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 11: TAXATION CONTINUED
| Year ended | Year ended | ||
US$000 | Notes | 31.12.25 | 31.12.24 |
| Tax effect of exchange differences arising on translating foreign operations | 31 | (320) | (3,972) |
Total income tax effects recognised in other comprehensive credit | (320) | (3,972) |
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Loss before tax | (212,597) | (20,420) |
Notional tax credit computed at the weighted average statutory tax rate of 19.1% (2024: 15.0%) | (40,597) | (3,070) |
Derecognition of deferred tax assets 1 | 8,554 | 7,3 4 4 |
Expenses not deductible for local tax purposes 2 | 3,722 | 3,014 |
Income exempted for local tax purposes 3 | − | (941) |
Effect from non-recognition of deferred taxes 4 | 26,195 | 18,497 |
Effect from utilisation of non-recognised deferred tax assets 5 | (7,0 91) | − |
Effect from non-recognition of deferred taxes on current year losses 6 | 13,945 | 1,911 |
Effect of different tax rates 7 | − | (1,487) |
Withholding tax on interest 8 | 931 | 1,528 |
Prior year adjustments to current tax 9 | 3,661 | 2,374 |
Effect from share of profit from associates 10 | (87) | (416) |
Effect from global minimum top-up tax 11 | 978 | − |
Other (including translation differences) | 1,124 | 856 |
Total income tax expense | 11,335 | 29,610 |
218 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 11: TAXATION CONTINUED
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Opening balance | (6,535) | (12,770) |
Charge in the consolidated income statement | (9,133) | (21,158) |
Booked through other comprehensive (loss)/income | 320 | 3,972 |
Tax paid | 2,692 | 23,278 |
Translation differences | (239) | 143 |
Closing balance | (12,895) | (6,535) |
| As at | As at | |
| US$000 | 31.12.25 | 31.12.24 |
Income tax receivable balance | 7,888 | 7,026 |
Income tax payable balance | (19,805) | (13,561) |
Global minimum top-up tax payable | (978) | − |
Closing balance | (12,895) | (6,535) |
| Consolidated statement | Consolidated | |||
| of financial position | income statement | |||
| As at | As at | Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 | 31.12.25 | 31.12.24 |
Property, plant and equipment | − | 235 | (592) | (5,74 0) |
Intangible assets | − | 168 | (166) | (1,883) |
Inventories | − | 173 | (172) | (416) |
Trade and other receivables | − | 1,423 | (1,405) | (199) |
Defined benefit pension liability | 798 | 863 | (67) | 255 |
Other | − | 454 | (426) | 117 |
Tax losses recognised | 144 | 207 | (63) | (55) |
Total deferred tax assets/change | 942 | 3,523 | (2,891) | (7, 921) |
Thereof netted against deferred tax liabilities | (926) | (1,264) | − | − |
| Total deferred tax assets as per the statement of financial position/ | 16 | 2,259 | (2,891) | (7,921) |
| change | ||||
Property, plant and equipment | (501) | 191 | (352) | 334 |
Intangible assets | − | (465) | 461 | (91) |
Financial assets | (4,096) | (4,186) | 88 | (59) |
Inventories | − | (515) | 509 | (519) |
Pension assets | (652) | (636) | (17) | (196) |
Total deferred tax liabilities/change | (5,249) | (5,611) | 689 | (531) |
Thereof netted against deferred tax assets | 926 | 1,264 | − | − |
| Total deferred tax liabilities as per the statement of financial position/ | (4,323) | (4,347) | 689 | (531) |
| change | ||||
Net deferred tax liabilities/net change | (4,307) | (2,088) | (2,202) | (8,452) |
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Opening balance | (2,088) | 7,421 |
Charge in consolidated income statement | (2,202) | (8,452) |
Translation differences | (17) | (1,057) |
Closing balance | (4,307) | (2,088) |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 219
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 11: TAXATION CONTINUED
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Do not expire | 46,385 | 41,266 |
Expire within less than seven years | 41,986 | 14,665 |
Expire after seven years | 29,434 | 27,9 81 |
Total available tax loss carry forwards | 117, 8 0 5 | 83,912 |
Thereof in Austria | 45,175 | 40,004 |
Thereof in Ukraine | 30,642 | 29,241 |
Thereof in Hungary | 28,108 | 14,667 |
Thereof in Switzerland | 13,880 | − |
| As at | As at | |
| US$000 | 31.12.25 | 31.12.24 |
Impairment losses on non-current operating assets | 381,976 | 232,239 |
Provision for legal disputes | 114,741 | 115,694 |
Allowances on recognised temporary differences | 179,045 | 109,989 |
Lean ore treatment | 205,419 | 191,765 |
Allowances on VAT receivable balances | 13,311 | − |
Total temporary differences not recognised | 894,492 | 649,687 |
220 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
| Year ended | Year ended | |
| 31.12.25 | 31.12.24 | |
| Loss for the year attributable to equity shareholders – per share in US cents | ||
Basic | (38.06) | (8.51) |
Diluted | (38.06) | (8.51) |
| Loss for the year attributable to equity shareholders – US$000 | ||
Basic and diluted loss | (223,911) | (50,046) |
| Weighted average number of shares – thousands | ||
Basic number of ordinary shares outstanding | 588,385 | 588,363 |
Effect of dilutive potential ordinary shares | 11,872 | 11,061 |
Diluted number of ordinary shares outstanding | 600,257 | 599,424 |
| Year ended | |
| US$000 | 31.12.25 |
| Dividends paid during the year | |
Dividends on vested 2022 LTIP awards | 8 |
Total dividends paid during the year | 8 |
| Year ended | |
| US$000 | 31.12.24 |
| Dividends paid during the year | |
Dividends on vested 2021 LTIP awards | 46 |
Total dividends paid during the year | 46 |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 221
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
222 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 13: PROPERTY, PLANT AND EQUIPMENT CONTINUED
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 223
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 13: PROPERTY, PLANT AND EQUIPMENT CONTINUED
Key assumptions | Basis |
Future production and sales volume | Proved and probable reserves and available logistics capacity and power supply |
Commodity prices | Contract prices and longer-term price estimates |
Capital expenditures | Estimated future sustaining capital expenditures |
Cost of raw materials and other production/distribution | Expected future cost of production |
Exchange rates | Longer-term predictions of market exchange rates |
Nominal pre-tax discount rate | Cost of capital risk adjusted for the resource concerned |
224 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 13: PROPERTY, PLANT AND EQUIPMENT CONTINUED
| Exploration | Buildings | Assets | ||||||||||||||||
| and | Mining | and tailings | Plant and | Fixtures and | under | |||||||||||||
| US$000 | evaluation | Land | assets | dam | Vessels | equipment | Vehicles | fittings | construction | Total | ||||||||
| Cost: | ||||||||||||||||||
At 1 January 2024 | 1,443 | 8,006 | 313,891 | 255,623 | 137,891 | 403,037 | 224,867 | 8,763 | 302,115 | 1,655,636 | ||||||||
Additions | − | 86 | (157) | 29 | 636 | 617 | 1,173 | 44 | 119,348 | 121,776 | ||||||||
Transfers | − | 99 | − | 17,1 31 | 4,358 | 22,548 | 3,624 | 162 | (47,922) | − | ||||||||
Disposals | − | − | − | (261) | (620) | (107) | (33) | (44) | (802) | (1,867) | ||||||||
Reclassifications | − | − | − | − | − | − | − | − | (11,148) | (11,148) | ||||||||
Translation differences | (139) | (776) | (30,289) | (24,811) | (5,918) | (35,287) | (16,370) | (669) | (33,290) | (147, 5 49) | ||||||||
At 31 December 2024 | 1,304 | 7,41 5 | 283,445 | 247,711 | 136,860 | 213,261 | 390,295 | 8,256 | 328,301 | 1,616,848 | ||||||||
Additions | − | 40 | 762 | 65 | 1,693 | 56 | 2 | 2 | 61,135 | 63,755 | ||||||||
Transfers | − | (17) | 248 | 2,867 | 1,015 | 21,333 | 891 | 185 | (26,522) | − | ||||||||
Disposals | − | − | − | (257) | − | (636) | (1,380) | (16) | − | (2,289) | ||||||||
Reclassifications | − | − | − | − | − | − | − | − | (12,783) | (12,783) | ||||||||
Translation differences | (11) | (55) | (2,337) | (2,051) | 12,515 | (3,034) | (1,234) | 34 | (2,776) | 1,051 | ||||||||
At 31 December 2025 | 1,293 | 7,3 83 | 282,118 | 248,335 | 152,083 | 408,014 | 211,540 | 8,461 | 347,355 | 1,666,582 | ||||||||
| Accumulated depreciation and impairment: | ||||||||||||||||||
At 1 January 2024 | − | 23 | 108,818 | 130,593 | 95,177 | 178,601 | 271,447 | 6,265 | 38,678 | 829,602 | ||||||||
Depreciation charge | − | − | 8,802 | 14,112 | 4,577 | 23,922 | 7,162 | 679 | − | 59,254 | ||||||||
Disposals | − | − | − | (172) | (71) | (573) | (21) | (42) | − | (879) | ||||||||
Write-offs and impairments | − | 191 | 15,383 | 9,847 | 3,471 | 3,110 | 10,008 | − | 30,074 | 72,084 | ||||||||
Transfers of impairments | − | − | − | 3,063 | − | 4,131 | 855 | 28 | (8,077) | − | ||||||||
Translation differences | − | − | (11,127) | (13,320) | (3,457) | (12,190) | (23,009) | (462) | (3,566) | (67, 1 31 ) | ||||||||
At 31 December 2024 | − | 214 | 121,876 | 144,123 | 99,697 | 285,926 | 177,517 | 6,468 | 57, 10 9 | 892,930 | ||||||||
Depreciation charge | − | − | 28,567 | 13,198 | 4,002 | 16,073 | 3,556 | 606 | (200) | 65,802 | ||||||||
Disposals | − | − | − | (163) | (3) | (550) | (1,375) | (17) | − | (2,108) | ||||||||
Write-offs and impairments | − | 464 | 31,021 | 19,739 | 8,408 | 21,762 | 6,954 | (3) | 71,342 | 159,687 | ||||||||
Transfers of impairments | − | − | 128 | 1,005 | − | 6,820 | 384 | 76 | (8,413) | − | ||||||||
Translation differences | − | (7) | (2,128) | (1,769) | 7,529 | (2,625) | (1,142) | 29 | (1,544) | (1,657) | ||||||||
At 31 December 2025 | − | 671 | 179,464 | 176,133 | 119,633 | 327,4 0 6 | 185,894 | 7, 159 | 118,294 | 1,114,654 | ||||||||
| Net book value: | ||||||||||||||||||
At 31 December 2024 | 1,304 | 7, 2 01 | 161,569 | 103,588 | 37, 1 6 3 | 104,369 | 35,744 | 1,788 | 723,918 | 271,192 | ||||||||
At 31 December 2025 | 1,293 | 6,712 | 102,654 | 72,202 | 32,450 | 80,608 | 25,646 | 1,302 | 229,061 | 551,928 | ||||||||
Amortisation profile (in years) | n/a | n/a | UOP | 20 to 50 | 8 to 40 | 3 to 15 | 7 to 15 | 2.5 to 10 | n/a | |||||||||
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 225
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 13: PROPERTY, PLANT AND EQUIPMENT CONTINUED
Assets under construction consist of ongoing capital projects amounting to US$197,838 thousand (2024: US$232,773 thousand) and
capitalised pre-production stripping costs of US$31,223 thousand (2024: US$38,420 thousand) for components of ore bodies expected to
be put into operation in future periods only. Once the extraction of ore commences in relation to these ore bodies, the capitalised stripping
costs are transferred to mining assets and the depreciation commences.
Deferred pre-production stripping costs in the amount of US$182,640 thousand relate to components of the ore bodies put into operation
and are included in mining assets (2024: US$214,682 thousand). No production stripping costs are capitalised as of this point in time.
Property, plant and equipment include a total of capitalised borrowing costs on qualifying assets of US$21,400 thousand (2024: US$25,073
thousand). With the exception of lease liabilities, the Group does not have any outstanding interest-bearing loans and borrowings, and
borrowing costs are therefore no longer capitalised.
The gross value of fully depreciated property, plant and equipment that is still in use is US$192,964 thousand (2024: US$165,746 thousand).
See Note 2 Basis of preparation in respect of the impact of climate change on the Group’s financial statements.
| Buildings and | |||
US$000 | Land | tailings dam | Total |
| Net book value: | |||
At 1 January 2024 | 4,975 | 1,877 | 6,852 |
Additions | 3,878 | 296 | 4,174 |
Depreciation | (4,473) | (1,100) | (5,573) |
Translation differences | (424) | − | (424) |
At 31 December 2024 | 3,956 | 1,073 | 5,029 |
Additions | 3,754 | 6,899 | 10,653 |
Depreciation | (4,132) | (953) | (5,085) |
Translation differences | − | (2) | (2) |
At 31 December 2025 | 3,578 | 7,017 | 10,595 |
226 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
| Exploration and | Patents and | Computer | Assets | ||
| US$000 | evaluation | licences | software | in progress | Total |
| Cost: | |||||
At 1 January 2024 | 3,496 | 3,807 | 9,446 | 162 | 16,911 |
Additions | − | − | 5 | 687 | 692 |
Disposals | − | (3) | (131) | (36) | (170) |
Transfers | − | − | 584 | (583) | 1 |
Translation differences | (345) | (355) | (887) | (26) | (1,613) |
At 31 December 2024 | 3,151 | 3,449 | 9,017 | 204 | 15,821 |
Additions | − | − | 1 | 152 | 153 |
Disposals | − | (12) | (70) | − | (82) |
Transfers | − | − | 227 | (227) | − |
Translation differences | (28) | 14 | 212 | (85) | 113 |
At 31 December 2025 | 3,123 | 3,451 | 9,387 | 44 | 16,005 |
| Accumulated amortisation and impairment: | |||||
At 1 January 2024 | 1,192 | 1,936 | 7, 41 5 | − | 10,543 |
Amortisation charge | − | 224 | 665 | − | 889 |
Disposals | − | (1) | (164) | − | (165) |
Translation differences | (123) | (186) | (705) | − | (1,014) |
At 31 December 2024 | 1,069 | 1,973 | 7,21 1 | − | 10,253 |
Amortisation charge | − | 158 | 612 | − | 770 |
Disposals | − | (12) | (66) | − | (78) |
Translation differences | (9) | 25 | 126 | − | 142 |
At 31 December 2025 | 1,060 | 2,144 | 7, 8 83 | − | 11,087 |
| Net book value: | |||||
At 31 December 2024 | 2,082 | 1,476 | 1,806 | 204 | 5,568 |
At 31 December 2025 | 2,063 | 1,307 | 1,504 | 44 | 4,918 |
Amortisation profile (in years) | n/a | 2 to 10 | 2 to 5 | n/a |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 227
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
| As at | As at | |
| US$000 | 31.12.25 | 31.12.24 |
Prepayments for property, plant and equipment | 26,662 | 27,221 |
Other non-current assets | 5,712 | 5,235 |
Total other non-current assets | 32,374 | 32,456 |
NOTE 17: INVENTORIES
At 31 December 2025, inventories comprised:
| As at | As at | |
| US$000 | 31.12.25 | 31.12.24 |
Raw materials and consumables | 36,291 | 43,540 |
Spare parts | 74,595 | 85,076 |
Finished ore pellets | 8,739 | 49,740 |
Work in progress | 7,941 | 12,115 |
Other | 1,462 | 2,037 |
Total inventories – current | 129,028 | 192,508 |
Weathered ore | 12,329 | 5,185 |
Total inventories – non-current | 12,329 | 5,185 |
Total inventories | 141,357 | 197,693 |
Following attacks on Ukrainian energy infrastructure on 8 November 2025, the supply of power to the Group’s operations has been affected
and as a result its production of iron ore pellets and concentrate was interrupted and affected later in November and December 2025,
resulting in low inventories of finished iron ore pellets and concentrate as at 31 December 2025.
Historically, inventories classified as non-current comprised low-grade and weathered ore that were, based on the Group’s processing plans,
not planned to be processed within the next 12 months. The balance of US$12,329 thousand as at 31 December 2025 is net of impairment
losses of US$231,111 thousand recorded as at 31 December 2021, as it was not possible to reliably predict at this point of time when required
additional processing capabilities will be available to specifically process the stockpiled low-grade and weathered ore. The stockpiled
low-grade ore is still considered as an asset for the Group and a portion of or all of the impairment losses might reverse in the future, once
changed facts and circumstances can be considered in the net realisable value test of this asset. Due to the ongoing war in Ukraine resulting
in a lower cash flow generation, it is currently impossible to accelerate the commenced engineering studies for the exploration of possible
options for new processing capabilities required to specifically process low-grade ore, so that there are still no changes in facts and
circumstances to be considered as at 31 December 2025.
During the financial year ended 31 December 2025, a volume of 1,998 thousand (2024: 3,684 thousand) tonnes of low-grade ore in the
amount of US$15,194 thousand (2024: US$36,317 thousand) was extracted and stockpiled, and directly recognised in the consolidated
financial statements, included in cost of sales, due to the uncertainties in respect of the expected time of processing of the extracted and
stockpiled volumes.
As disclosed in Note 2 Basis of preparation and Note 30 Commitments, contingencies and legal disputes, there is a risk that some of
the Group’s inventories are seized or subject to a forced sales process, if enforcement procedures in respect of an ongoing legal dispute
commence. Although the Group has recognised a provision for the full amount of the contested sureties claim, there is a risk that the future
net realisable value of potentially seized finished goods subject to any potential seizure or forced sales process is different than the value
recognised at cost in the consolidated financial statements as at 31 December 2025.
228 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
| As at | As at | |
| US$000 | 31.12.25 | 31.12.24 |
Trade receivables | 30,792 | 32,274 |
Other receivables | 18,926 | 17,8 41 |
Expected credit loss allowance | (15,995) | (10,323) |
Total trade and other receivables | 33,723 | 39,792 |
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Opening balance | 10,323 | 13,030 |
Increase | 7, 237 | 4,506 |
Release | (1,743) | (6,237) |
Translation differences | 178 | (976) |
Closing balance | 15,995 | 10,323 |
| As at 31.12.25 | Days past due | ||||
US$000 | Current | Less than 45 days | 45 to 90 days | Over 90 days | Total |
Expected loss rate | 4.1% | 20.7% | 84.6% | 42.9% | 32.2% |
Trade receivables – gross carrying amount | 14,445 | 2,948 | 3,345 | 10,054 | 30,792 |
Other receivables – gross carrying amount | 953 | 473 | 2 | 17,498 | 18,926 |
Expected credit loss allowance | 628 | 707 | 2,832 | 11,828 | 15,995 |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 229
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 18: TRADE AND OTHER RECEIVABLES CONTINUED
| As at 31.12.24 | Days past due | ||||
US$000 | Current | Less than 45 days | 45 to 90 days | Over 90 days | Total |
Expected loss rate | 2.0% | 22.8% | 25.2% | 33.4% | 20.6% |
Trade receivables – gross carrying amount | 18,838 | 2,770 | 693 | 9,973 | 32,274 |
Other receivables – gross carrying amount | 428 | 1 | 29 | 17, 382 | 17,8 4 0 |
Expected credit loss allowance | 382 | 631 | 182 | 9,128 | 10,323 |
| As at | As at | |
| US$000 | 31.12.25 | 31.12.24 |
| Prepayments to suppliers: | ||
Electricity and gas | 2,429 | 3,482 |
Materials and spare parts | 944 | 3,556 |
Services | 3,085 | 5,390 |
Other prepayments | 21 | 220 |
Freight-related prepayments | 1,752 | 9,276 |
Prepaid expenses | 2,166 | 2,693 |
Other | 38 | 31 |
Total prepayments and other current assets | 10,435 | 24,648 |
| As at | As at | |
| US$000 | 31.12.25 | 31.12.24 |
VAT receivable | 2,852 | 35,270 |
Other taxes prepaid | 764 | 1,026 |
Total other taxes recoverable and prepaid – current | 3,616 | 36,296 |
VAT receivable | 71,195 | − |
Total other taxes recoverable and prepaid – non-current | 71,195 | − |
Total other taxes recoverable and prepaid | 74,811 | 36,296 |
230 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 20: OTHER TAXES RECOVERABLE AND PAYABLE CONTINUED
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Opening balance, gross | 33,984 | 27, 10 4 |
Net VAT incurred | 70,030 | 111,020 |
VAT refunds received | (16,494) | (100,224) |
Translation differences | (1,212) | (3,916) |
Closing balance, gross | 86,308 | 33,984 |
Allowance | (15,113) | (2,146) |
Closing balance, net | 71,195 | 31,838 |
| As at | As at | |
| US$000 | 31.12.25 | 31.12.24 |
Environmental tax | 376 | 819 |
Royalties | 5,242 | 8,174 |
VAT payable | 120 | 201 |
Other taxes | 4,081 | 4,294 |
Total other taxes payable | 9,819 | 13,488 |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 231
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
| As at | As at | |
| US$000 | 31.12.25 | 31.12.24 |
Materials and services | 22,477 | 47,039 |
Payables for equipment | 4,254 | 8,354 |
Other | 503 | 388 |
Total current trade and other payables | 27,234 | 55,781 |
232 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 22: PENSION AND POST-EMPLOYMENT OBLIGATIONS CONTINUED
Year ended 31.12.25 | Year ended 31.12.24 | |||
| Ukrainian | ||||
schemes | Swiss scheme | Ukrainian schemes | Swiss scheme | |
Discount rate | 16.6% | 1.2% | 15.7% | 1.0% |
Retail price inflation | 5.5% | 0.8% | 5.2% | 0.8% |
Expected future salary increase | 8.4% | 1.3% | 9.0% | 1.3% |
Expected future benefit increase | 8.4% | − | 9.0% | − |
Female life expectancy (years) | 79.8 | 89.8 | 79.8 | 89.7 |
Male life expectancy (years) | 75.6 | 88.1 | 75.6 | 88.0 |
Duration of defined benefit pension plans (years) | 6.4 | 18.4 | 8.8 | 19.9 |
| As at | As at | |
| US$000 | 31.12.25 | 31.12.24 |
Present value of funded defined benefit obligation | 6,607 | 5,659 |
Fair value of plan assets | (5,503) | (4,231) |
Funded status | 1,104 | 1,428 |
Present value of unfunded defined benefit obligation | 16,291 | 21,378 |
Defined benefit pension liability | 17,395 | 22,806 |
Thereof for Ukrainian schemes | 16,150 | 21,236 |
Thereof for Swiss scheme | 1,104 | 1,427 |
Thereof for schemes in other jurisdictions | 141 | 143 |
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
| Defined benefit cost charged in the consolidated income statement: | ||
Current service cost | 1,116 | 981 |
Past service cost | (63) | (45) |
Interest cost on defined benefit obligation | 3,430 | 2,488 |
Interest income on plan assets | (46) | (56) |
Administration cost | 17 | 13 |
Total defined benefit costs charged in the consolidated income statement | 4,454 | 3,381 |
| Remeasurement (gains)/losses in consolidated statement of other comprehensive income: | ||
Remeasurement effect from demographic assumptions | (4,546) | (122) |
Remeasurement effect from financial assumptions | (3,221) | 4,742 |
Experience adjustment | 442 | 2,611 |
Return on plan assets | (195) | (191) |
Total remeasurement (gains)/losses in other comprehensive income | (7, 520) | 7,04 0 |
Total defined benefit (gains)/losses | (3,066) | 10,421 |
Thereof for Ukrainian schemes | (2,987) | 9,812 |
Thereof for Swiss scheme | (79) | 599 |
Thereof for schemes in other jurisdictions | − | 10 |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 233
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 22: PENSION AND POST-EMPLOYMENT OBLIGATIONS CONTINUED
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Opening defined benefit obligation | 27,037 | 20,199 |
Current service cost | 1,116 | 979 |
Interest cost on defined benefit obligation | 3,430 | 2,488 |
Remeasurement (gains)/losses | (7,325) | 7,230 |
Contributions paid by employer | (2,007) | (1,829) |
Contributions paid by employees | 172 | 158 |
Benefits paid and net transfers through pension assets | (177) | 40 |
Plan amendments | (63) | (45) |
Translation differences | 715 | (2,183) |
Closing defined benefit obligation | 22,898 | 27,037 |
Thereof for Ukrainian schemes | 16,150 | 21,236 |
Thereof for Swiss scheme | 6,607 | 5,659 |
Thereof for schemes in other jurisdictions | 141 | 142 |
Thereof for active employees | 12,457 | 12,886 |
Thereof for vested terminations | 4,482 | 8,583 |
Thereof for pensioners | 5,959 | 5,568 |
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Opening fair value of plan assets | 4,231 | 3,697 |
Interest income | 46 | 56 |
Contributions paid by employer | 424 | 388 |
Contributions paid by employees | 172 | 158 |
Benefits paid and net transfers through pension assets | (177) | 40 |
Return on plan assets | 195 | 191 |
Administration cost | (18) | (16) |
Translation differences | 630 | (283) |
Closing fair value of plan assets | 5,503 | 4,231 |
Thereof for Swiss scheme | 5,503 | 4,231 |
234 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 22: PENSION AND POST-EMPLOYMENT OBLIGATIONS CONTINUED
| As at | As at | As at | As at | |
| %/US$000 | 31.12.25 | 31.12.25 | 31.12.24 | 31.12.24 |
| Scheme assets at fair value | ||||
Equities | 36.4 | 2,001 | 32.8 | 1,386 |
Bonds | 25.3 | 1,390 | 29.6 | 1,254 |
Properties | 17.3 | 950 | 16.7 | 705 |
Other | 21.0 | 1,162 | 20.9 | 886 |
Fair value of scheme assets | 100.0 | 5,503 | 100.0 | 4,231 |
| Year ended 31.12.25 | ||||||
| Ukrainian | Other | Ukrainian | Other | |||
| US$000 | schemes | Swiss scheme | jurisdictions | schemes | Swiss scheme | jurisdictions |
Increase by | Decrease by | |||||
Change | 1.0% or 1 year | 1.0% or 1 year | 1.0% or 1 year | 1.0% or 1 year | 1.0% or 1 year | 1.0% or 1 year |
Discount rate (%) | (932) | (940) | (7) | 1,035 | 1,286 | 7 |
Future salary increases (%) | 410 | 153 | 6 | (403) | (140) | (7) |
Local inflation (%) | 61 | − | n/a | (106) | (1) | n/a |
Indexation of pension (%) | n/a | 526 | n/a | n/a | n/a | n/a |
Life expectancy (years) | 254 | 81 | n/a | (306) | (82) | n/a |
| Year ended 31.12.24 | ||||||
US$000 | Ukrainian schemes | Swiss scheme | Other jurisdictions | Ukrainian schemes | Swiss scheme | Other jurisdictions |
Increase by | Decrease by | |||||
Change | 1.0% or 1 year | 1.0% or 1 year | 1.0% or 1 year | 1.0% or 1 year | 1.0% or 1 year | 1.0% or 1 year |
Discount rate (%) | (1,550) | (874) | (5) | 1,757 | 1,217 | 6 |
Future salary increases (%) | 611 | 165 | 5 | (664) | (147) | (4) |
Local inflation (%) | 343 | − | n/a | (487) | − | n/a |
Indexation of pension (%) | n/a | 476 | n/a | n/a | n/a | n/a |
Life expectancy (years) | 403 | 73 | n/a | (484) | (73) | n/a |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 235
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
As at 31.12.25 | As at 31.12.24 | ||||||
US$000 | Legal | Site restoration | Other | Total | Legal | Site restoration | Total |
Opening balance | 115,694 | 3,118 | − | 118,812 | 128,050 | 2,780 | 130,830 |
Unwind of the discount | − | 449 | − | 449 | − | 436 | 436 |
Additions | − | 822 | 285 | 1,107 | − | 311 | 311 |
Releases | − | (3) | − | (3) | − | (136) | (136) |
Translation differences | (952) | (33) | − | (985) | (12,356) | (273) | (12,629) |
Closing balance | 114,742 | 4,353 | 285 | 119,380 | 115,694 | 3,118 | 118,812 |
Current | 114,742 | − | 46 | 114,788 | 115,694 | − | 115,694 |
Non-Current | − | 4,353 | 239 | 4,592 | − | 3,118 | 3,118 |
236 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 24: ACCRUED AND CONTRACT LIABILITIES CONTINUED
| As at | As at | |
| US$000 | 31.12.25 | 31.12.24 |
Accrued expenses | 1,599 | 3,642 |
Accrued employee costs | 14,046 | 14,897 |
Contract liabilities | 2,172 | 4,436 |
Customer prepayments | 1,811 | 6,440 |
Total accrued and contract liabilities | 19,628 | 29,415 |
| As at | As at | |
| US$000 | 31.12.25 | 31.12.24 |
Cash at bank and on hand | 58,447 | 105,919 |
Total cash and cash equivalents | 58,447 | 105,919 |
| As at | As at | ||
US$000 | Notes | 31.12.25 | 31.12.24 |
| Current | |||
| Lease liabilities | 14 | 4,228 | 4,665 |
Total current lease liabilities | 4,228 | 4,665 | |
| Non-current | |||
| Lease liabilities | 14 | 6,792 | 419 |
Total non-current lease liabilities | 6,792 | 419 | |
| Total lease liabilities | 27 | 11,020 | 5,084 |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 237
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 26: LEASE LIABILITIES CONTINUED
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Opening balance of lease liabilities | 5,084 | 6,948 |
| Cash movements: | ||
Principal and interest elements of lease payments | (4,669) | (5,755) |
Total cash movements | (4,669) | (5,755) |
| Non-cash movements: | ||
Additions to lease liabilities | 10,653 | 4,174 |
Others (including translation differences) | (48) | (283) |
Total non-cash movements | 10,605 | 3,891 |
Closing balance of lease liabilities | 11,020 | 5,084 |
238 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 27: FINANCIAL INSTRUMENTS CONTINUED
| As at 31.12.25 | ||||||
| Financial | ||||||
| Financial assets | Financial assets | liabilities | ||||
| measured at | measured at | measured at | ||||
| US$000 | amortised cost | fair value | amortised cost | Lease liabilities | Total | |
| Financial assets | ||||||
| Cash and cash equivalents | 25 | 58,447 | − | − | − | 58,447 |
| Trade and other receivables | 18 | 32,287 | 1,436 | − | − | 33,723 |
Other financial assets | 5,736 | − | − | − | 5,736 | |
Total financial assets | 96,470 | 1,436 | − | − | 97,906 | |
| Financial liabilities | ||||||
| Trade and other payables | 21 | − | − | 27,234 | − | 27, 234 |
| Accrued liabilities | 24 | − | − | 15,645 | − | 15,645 |
| Lease liabilities | 26 | − | − | − | 11,020 | 11,020 |
Total financial liabilities | − | − | 42,879 | 11,020 | 53,899 |
| As at 31.12.24 | ||||||
| Financial assets | Financial assets | Financial liabilities | ||||
| measured at | measured at | measured at | ||||
| US$000 | amortised cost | fair value | amortised cost | Lease liabilities | Total | |
| Financial assets | ||||||
| Cash and cash equivalents | 25 | 105,919 | − | − | − | 105,919 |
| Trade and other receivables | 18 | 33,500 | 6,292 | − | − | 39,792 |
Other financial assets | 5,215 | − | − | − | 5,215 | |
Total financial assets | 144,634 | 6,292 | − | − | 150,926 | |
| Financial liabilities | ||||||
| Trade and other payables | 21 | − | − | 55,781 | − | 55,781 |
| Accrued liabilities | 24 | − | − | 18,539 | − | 18,539 |
| Lease liabilities | 26 | − | − | − | 5,084 | 5,084 |
Total financial liabilities | − | − | 74,320 | 5,084 | 79,404 |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 239
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 27: FINANCIAL INSTRUMENTS CONTINUED
240 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 27: FINANCIAL INSTRUMENTS CONTINUED
| As at 31.12.25 | |||||||
| Between 1 to 2 | Between 2 to 3 | Between 3 to 4 | Between 4 to 5 | ||||
US$000 | Less than 1 year | years | years | years | years | More than 5 years | Total |
| Interest-bearing | |||||||
Lease liabilities | 4,663 | 1,060 | 980 | 980 | 978 | 4,645 | 13,306 |
Total financial assets | 4,663 | 1,060 | 980 | 980 | 978 | 4,645 | 13,306 |
| Non-interest-bearing | |||||||
Trade and other payables | 27,234 | − | − | − | − | − | 27, 234 |
Accrued liabilities | 15,645 | − | − | − | − | − | 15,645 |
Total non-interest-bearing | 42,879 | − | − | − | − | − | 42,879 |
Total financial liabilities | 47, 542 | 1,060 | 980 | 980 | 978 | 4,645 | 56,185 |
| As at 31.12.24 | |||||||
| Between 1 to 2 | Between 2 to 3 | Between 3 to 4 | Between 4 to 5 | ||||
US$000 | Less than 1 year | years | years | years | years | More than 5 years | Total |
| Interest-bearing | |||||||
Lease liabilities | 4,764 | 352 | 88 | 2 | 2 | 1 | 5,209 |
Total financial assets | 4,764 | 352 | 88 | 2 | 2 | 1 | 5,209 |
| Non-interest-bearing | |||||||
Trade and other payables | 55,781 | − | − | − | − | − | 55,781 |
Accrued liabilities | 18,539 | − | − | − | − | − | 18,539 |
Total non-interest-bearing | 74,320 | − | − | − | − | − | 74,320 |
Total financial liabilities | 79,084 | 352 | 88 | 2 | 2 | 1 | 79,529 |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 241
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 27: FINANCIAL INSTRUMENTS CONTINUED
| As at | As at | |
| US$000 | 31.12.25 | 31.12.24 |
Total financial assets | 97,906 | 150,926 |
Thereof exposed to Ukrainian hryvnia | − | − |
Thereof exposed to US dollar | − | 127 |
Thereof exposed to euro | 567 | 504 |
Thereof exposed to Swiss franc | 1,959 | 1,093 |
Thereof exposed to other currencies | 207 | 800 |
Total exposures to currencies other than local functional currencies | 2,733 | 2,524 |
Total financial liabilities | (53,899) | (79,404) |
Thereof exposed to Ukrainian hryvnia | − | − |
Thereof exposed to US dollar | (199) | (5,395) |
Thereof exposed to euro | 3,427 | (449) |
Thereof exposed to Swiss franc | (276) | (369) |
Thereof exposed to other currencies | (151) | (900) |
Total exposures to currencies other than local functional currencies | 2,801 | (7, 113) |
242 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 27: FINANCIAL INSTRUMENTS CONTINUED
| Year ended | Year ended | |
| 31.12.25 | 31.12.24 | |
| Income | Income | |
| statement/ | statement/ | |
| US$000 | equity | equity |
Ukrainian hryvnia | (33) | (878) |
Euro | 666 | 9 |
Swiss franc | 281 | 121 |
Other | 9 | (17) |
Total | 923 | (765) |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 243
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 27: FINANCIAL INSTRUMENTS CONTINUED
2025 | 2024 | 2023 | ||
| Thousand | LTIP | LTIP | LTIP | Total |
Year ended 31.12.25 | 651 | − | − | 651 |
Year ended 31.12.24 | − | 837 | − | 837 |
Year ended 31.12.23 | − | − | 595 | 595 |
244 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 28: SHARE-BASED PAYMENTS CONTINUED
2025 | 2024 | 2023 | 2022 | 2021 | ||
| US$000 | LTIP | LTIP | LTIP | LTIP | LTIP | Total |
Year ended 31.12.25 | 133 | 142 | 67 | 89 | − | 431 |
Year ended 31.12.24 | − | 85 | 125 | 67 | 43 | 320 |
| Year ended | Year ended | Year ended | Year ended | |
| 31.12.25 | 31.12.24 | 31.12.25 | 31.12.24 | |
US$000 | WAFV (US$) | WAFV (US$) | No. (000) | No. (000) |
| LTIP | ||||
Beginning of the year | 0.84 | 1.80 | 1,538 | 941 |
Awards granted during the year | 0.80 | 0.53 | 651 | 837 |
Awards vested during the year | 2.33 | 4.77 | (26) | (35) |
Awards lapsed during the year | 1.28 | 4.03 | (234) | (156) |
Awards forfeited during the year | 1.88 | 2.26 | (73) | (49) |
Outstanding unvested awards at 31 December | 0.83 | 0.84 | 1,856 | 1,538 |
All share awards that are potentially dilutive are considered in the calculation of diluted earnings per share. See Note 12 Earnings per share
and dividends paid and proposed for further details. The weighted average remaining contractual life for the awards outstanding as at
31 December 2025 is 1.4 years (2024: 1.6 years).
The main inputs to the valuation of the 2025 LTIP awards were the share price at date of grant of US$0.80 (2024 LTIP awards: US$0.53).
The 2025 and 2024 awards do not have any performance conditions other than remaining in employment, so that the volatility of the share
price is no longer relevant for the outcome of the vesting.
| As at 31.12.25 | ||||||||||
| Share price at | Share price at | |||||||||
| No. of awards | End of vesting | WARCL | the date of | Fair value of | No. of awards | data of | No. of awards | |||
| outstanding | period | (year) | grant | awards | % of vesting | vested | exercise | exercised | ||
2022 | LTIP awards | − | 31 May 2025 | − | 2.33 | 1.54 | 8.20% | 25,575 | 0.51 | 25,575 |
2023 | LTIP awards | 401,444 | 31 Dec 2025 | − | 1.65 | 1.12 | − | − | − | − |
2024 | LTIP awards | 810,700 | 1 Jun 2027 | 1.4 | 0.53 | 0.53 | − | − | − | − |
2025 | LTIP awards | 643,800 | 25 Mar 2028 | 2.2 | 0.8 | 0.8 | − | − | − | − |
Total / average | 1,855,944 | 1.4 |
| As at 31.12.24 | ||||||||||
| Share price at | Share price at | |||||||||
| No. of awards | End of vesting | WARCL | the date of | Fair value of | No. of awards | data of | No. of awards | |||
| outstanding | period | (year) | grant | awards | % of vesting | vested | exercise | exercised | ||
2021 | LTIP awards | − | 31 Dec 2024 | − | 4.81 | 3.83 | 16.80% | 34,884 | 1.12 | 34,884 |
2022 | LTIP awards | 311,893 | 31 May 2025 | 0.4 | 2.33 | 1.54 | − | − | − | − |
2023 | LTIP awards | 406,644 | 31 Dec 2025 | 1.0 | 1.65 | 1.12 | − | − | − | − |
2024 | LTIP awards | 819,700 | 1 Jun 2027 | 2.4 | 0.53 | 0.53 | − | − | − | − |
Total / average | 1,538,237 | 1.6 |
| Year ended | Year ended | ||
US$000 | Notes | 31.12.25 | 31.12.24 |
Wages and salaries | 66,421 | 73,438 | |
Social security costs | 12,020 | 13,337 | |
| Post-employment benefits | 22 | 1,126 | 998 |
Other employee costs | 2,505 | 4,048 | |
| Share-based payments | 28 | 431 | 320 |
Total employee benefits expenses | 82,503 | 92,141 |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 245
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 29: EMPLOYEES CONTINUED
Year ended 31.12.25 | Year ended 31.12.24 | |||||
| Non-executive | Non-executive and | |||||
| and Executive | Other key | Executive | Other key | |||
| US$000 | Directors | management | Total | Directors | management | Total |
Wages and salaries | 3,028 | 2,015 | 5,043 | 3,319 | 2,249 | 5,568 |
Social security costs | 194 | 171 | 365 | 188 | 66 | 254 |
Post-employment benefits | 191 | 48 | 239 | 131 | 66 | 197 |
Share-based payments | 90 | 114 | 204 | 73 | 105 | 178 |
Total compensation for key management | 3,503 | 2,348 | 5,851 | 3,711 | 2,486 | 6,197 |
| Year ended | Year ended | |
| Average number of employees | 31.12.25 | 31.12.24 |
Production | 4,344 | 4,598 |
Marketing and distribution | 564 | 559 |
Administration | 1,195 | 1,216 |
Other | 275 | 296 |
Total average number of employees | 6,378 | 6,669 |
| As at | As at | |
| US$000 | 31.12.25 | 31.12.24 |
Total commitments for the lease of mining land (out of the scope of IFRS 16) | 53,647 | 54,948 |
Total capital commitments on purchase of property, plant and equipment | 116,069 | 115,190 |
Commitments for investment in a joint venture | 6,000 | 6,064 |
246 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 30: COMMITMENTS, CONTINGENCIES AND LEGAL DISPUTES CONTINUED
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 247
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 30: COMMITMENTS, CONTINGENCIES AND LEGAL DISPUTES CONTINUED
248 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 30: COMMITMENTS, CONTINGENCIES AND LEGAL DISPUTES CONTINUED
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 249
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 30: COMMITMENTS, CONTINGENCIES AND LEGAL DISPUTES CONTINUED
250 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 30: COMMITMENTS, CONTINGENCIES AND LEGAL DISPUTES CONTINUED
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 251
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 30: COMMITMENTS, CONTINGENCIES AND LEGAL DISPUTES CONTINUED
252 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 30: COMMITMENTS, CONTINGENCIES AND LEGAL DISPUTES CONTINUED
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 253
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
| Uniting of interest | Treasury share | Employee benefit | Translation | Total other | |
| US$000 | reserve | reserve | trust reserve | reserve | reserves |
At 1 January 2024 | 31,780 | (48,260) | (16,224) | (2,643,590) | (2,676,294) |
Foreign currency translation differences | − | − | − | (136,902) | (136,902) |
Tax effect | − | − | − | 3,972 | 3,972 |
Total other comprehensive loss for the year | − | − | − | (132,930) | (132,930) |
Share based payments | − | − | 320 | − | 320 |
At 31 December 2024 | 31,780 | (48,260) | (15,904) | (2,776,520) | (2,808,904) |
Foreign currency translation differences | − | − | − | (4,587) | (4,587) |
Tax effect | − | − | − | 320 | 320 |
Total other comprehensive loss for the year | − | − | − | (4,267) | (4,267) |
Share based payments | − | − | 431 | − | 431 |
At 31 December 2025 | 31,780 | (48,260) | (15,473) | (2,780,787) | (2,812,740) |
254 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
| Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 |
Opening balance | 6,350 | 4,616 |
Share of profit | 486 | 2,314 |
Dividends declared | (288) | − |
Translation adjustments | (45) | (580) |
Closing balance | 6,503 | 6,350 |
Revenue | Net (loss)/profit | |||
| Year ended | Year ended | Year ended | Year ended | |
| US$000 | 31.12.25 | 31.12.24 | 31.12.25 | 31.12.24 |
TIS Ruda LLC 1 | 8,630 | 16,409 | 974 | 4,637 |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 255
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Year ended 31.12.25 | Year ended 31.12.24 | |||||
| Entities | ||||||
| under | Entities under | |||||
| common | Associated | Other related | common | Associated | Other related | |
| US$000 | control | companies | parties | control | companies | parties |
Other sales | 253 | − | − | 302 | − | − |
Total related party transactions within revenue | 253 | − | − | 302 | − | − |
Materials and services a | 7,150 | − | − | 7,943 | − | − |
Spare parts and consumables b | 1,498 | − | − | 3,151 | − | − |
Total related party transactions within cost of sales | 8,648 | − | − | 11,094 | − | − |
Selling and distribution expenses c | 2,058 | 5,467 | − | 5,683 | 11,950 | − |
General and administration expenses d | 96 | − | 632 | 121 | − | 844 |
Other operating expenses e | 207 | − | − | 203 | 11 | − |
Finance expense | − | − | − | 1 | − | − |
Total related party transactions within expenses | 11,009 | 5,467 | 632 | 17, 102 | 11,961 | 844 |
Total related party transactions | 11,262 | 5,467 | 632 | 17,4 0 4 | 11,961 | 844 |
256 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 34: RELATED PARTY DISCLOSURES CONTINUED
Year ended 31.12.25 | Year ended 31.12.24 | |||||
| Entities | ||||||
| under | Entities under | |||||
| common | Associated | Other related | common | Associated | Other related | |
| US$000 | control | companies | parties | control | companies | parties |
Purchases in the ordinary course of business | 13 | − | − | 3,109 | − | − |
Total purchases of property, plant and equipment | 13 | − | − | 3,109 | − | − |
Year ended 31.12.25 | Year ended 31.12.24 | |||||
| Entities | ||||||
| under | Entities under | |||||
| common | Associated | Other related | common | Associated | Other related | |
| US$000 | control | companies | parties | control | companies | parties |
Other non-current assets f | 513 | − | − | 517 | − | − |
Total non-current assets | 513 | − | − | 517 | − | − |
Trade and other receivables g | 23 | 1,124 | − | 155 | 2,416 | − |
Prepayments and other current assets | 23 | − | − | 93 | − | − |
Total current assets | 46 | 1,124 | − | 248 | 2,416 | − |
Trade and other payables h | 1,288 | − | − | 1,085 | − | − |
Total current liabilities | 1,288 | − | − | 1,085 | − | − |
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 257
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
258 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Ferrexpo plc (the “Company”) is required to present its separate Parent Company statement of financial position and certain notes to the
statement of financial position on a standalone basis as at 31 December 2025 and 2024, which have been prepared in accordance with
Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). Information on the principal accounting policies is outlined
in Note 3 Material accounting policies.
Ferrexpo plc is exempt from presenting a standalone Parent Company profit and loss account and statement of comprehensive income in
accordance with Section 408 of the UK Companies Act 2006.
US$000 Notes As at 31.12.25 As at 31.12.24
Fixed assets
Investment in subsidiary undertakings
4
130,338 129,907
Total fixed assets
130,338 129,907
Current assets
Debtors: amounts falling due within one year
5
14,588 13,875
Debtors: amounts falling due in more than one year
5
283,501 263,484
Cash at bank and in hand
33 138
Total current assets
298,122 277, 497
Creditors: amounts falling due within one year
8,528 7,378
Net current assets
289,594 270,119
Total assets less current liabilities
419,932 400,026
Net assets
419,932 400,026
Capital and reserves
Called up share capital
6
121,628 121,628
Share premium account
185,112 185,112
Treasury share reserve
6
(48,260) (48,260)
Employee benefit trust reserve
6
(15,473) (15,904)
Retained earnings
6
176,925 1 57,4 5 0
Total capital and reserves
419,932 400,026
The profit after taxation for the Company, registration number 05432915, was US$19,480 thousand for the financial year ended
31 December 2025 (2024: loss of US$41,418 thousand).
The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2026 and signed on behalf of
the Board.
Lucio Genovese Nikolay Kladiev
Interim Executive Chair Chief Financial Officer and Executive Director
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 259
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
US$000 Issued capital Share premium
Treasury
share reserve
Employee benefit
trust reserve Retained earnings
Total capital and
reserves
At 1 January 2024
121,628 185,112 (48,260) (16,224) 198,954 441,210
Loss for the year
– – – – (41,418) (41,418)
Total comprehensive loss for the year
– – – – (41,418) (41,418)
Equity dividends paid to shareholders
– – – – (86) (86)
Share-based payments
– – – 320 – 320
Effect from transfer of treasury shares
– – – – – –
At 31 December 2024
121,628 185,112 (48,260) (15,904) 157,45 0 400,026
Profit for the year
– – – – 19,480 19,480
Total comprehensive profit for the year
– – – – 19,480 19,480
Equity dividends paid to shareholders
– – – – (5) (5)
Share-based payments
– – – 431 – 431
Effect from transfer of treasury shares
– – – – – –
At 31 December 2025
121,628 185,112 (48,260) (15,473) 176,925 419,932
260 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
NOTE 1: CORPORATE INFORMATION
The Company is incorporated and registered in England and Wales, which is considered to be the country of domicile, with its registered
office at 55 St James’s Street, London SW1A 1LA, UK. The Company’s Ordinary Shares are traded on the London Stock Exchange.
The largest shareholder of the Company is Fevamotinico S.a.r.l. (“Fevamotinico”), a company incorporated in Luxembourg. Fevamotinico
is ultimately wholly owned by The Minco Trust, of which Kostyantin Zhevago (“Mr Zhevago”) and two other members of his family are the
beneficiaries. At the time this report was published, Fevamotinico held 49.3% (49.3% at the time of publication of the 2024 Annual Report
and Accounts) of the Company’s issued voting share capital (excluding treasury shares).
NOTE 2: BASIS OF PREPARATION
The financial statements are prepared under the historical cost convention and in accordance with Financial Reporting Standard 101 Reduced
Disclosure Framework (“FRS 101”).
The financial statements are presented in US dollars (US$), the Company’s functional currency, and all values are rounded to the nearest
thousand, except where otherwise indicated. The functional currency is determined as the currency of the primary economic environment
in which the Company operates. The majority of the Company’s operating activities are conducted in US dollars.
The Company has taken advantage of the following disclosure exemptions under FRS 101 as the Company is included in publicly available
consolidated financial statements, which include disclosures that comply with the standards listed below:
• the requirements of paragraphs 45(b) and 46–52 of IFRS 2 Share-based payments;
• the requirements of IFRS 7 Financial instruments: Disclosures;
• the requirements of paragraphs 91–99 of IFRS 13 Fair value measurements;
• the following paragraphs of IAS 1 Presentation of financial statements:
– 10 (d) (statement of cash flows);
– 16 (statement of compliance with all IFRS);
– 38A (requirement for minimum of two primary statements, including cash flow statements);
– 38B-D (additional comparative information);
– 111 (cash flow statement information); and
– 134–136 (capital management disclosures).
• the requirements of IAS 7 Statement of cash flows;
• the requirements of paragraphs 30 and 31 of IAS 8 Accounting policies, changes in accounting estimates and errors; and
• the requirements of paragraph 17 of IAS 24 Related party disclosures and the requirements to disclose related party transactions entered
into between two or more members of a group, provided that any subsidiary, which is a party to the transaction, is wholly owned by such
a member of the same standard.
The Company does not have any employees other than the Directors. The requirement to give employee numbers and costs information
under Section 411 of the Companies Act 2006 is addressed in the Directors’ Remuneration Report of the Group on pages 172 to 180.
GOING CONCERN
Throughout the financial year 2025, the situation in Ukraine remained unpredictable and extremely challenging due to the ongoing war and
legal actions against the Group. The Group showed strong momentum at the beginning of the year, resulting in the Group’s best production
in the first quarter since the full-scale invasion in February 2022. This strong momentum was significantly curtailed in the second quarter
as the Group started to experience the full impact of the Ukrainian tax authorities’ decisions to suspend the refund of VAT to the Group’s
subsidiaries in Ukraine. The situation further deteriorated in the last quarter of 2025, when the intensity and frequency of missile and drone
attacks on Ukraine’s energy, transport, and port infrastructure increased. This led to power cuts and a sharp rise in electricity prices, which
had a further negative impact on the Group’s business operations in the fourth quarter.
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
is 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 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.
Considering the current situation of the ongoing war and legal actions against the Group in Ukraine described in Note 2 Basis of preparation
to the consolidated financial statements, the Group and the Company continue to prepare their financial statements on a going concern
basis. This conclusion is based on the Group’s ability to swiftly adapt to changing circumstances caused by the war, the effects from the
suspension of VAT refunds in Ukraine and the independent legal advice received regarding the merits of the ongoing legal actions against
the Group in Ukraine. However, many of the identified uncertainties in respect of the ongoing war and legal disputes are outside of
management’s control, and are unpredictable, which may cast significant doubt upon the Group’s and the Company’s ability to continue
as a going concern.
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 261
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 2: BASIS OF PREPARATION CONTINUED
The Group expects its liquidity to be sufficient until at least mid-September 2026, despite the fact that the Group remains focused on
managing its costs and optimising its sales mix. It is therefore the Directors’ intention to raise gross proceeds of approximately US$100,000
thousand by way of a conditional placing of Ordinary Shares to support the Group’s working capital position and fund its ongoing operations.
This planned fundraise is expected to be completed in late September 2026 and will provide the necessary immediate recapitalisation of the
Group, as well as put the Group in a stronger financial position to restore production capacity to a sustainable level, thereby enabling the
Group to deal with the current challenging environment. The fundraise is conditional on all of the resolutions being passed by the
shareholders of Ferrexpo plc. If the resolutions are not passed by the shareholders, or if any of the other conditions are not satisfied, the
planned fundraise will not proceed, which will have a significant impact on the Group’s and, as a consequence, the Company’s ability to
continue as a going concern.
For more information on critical judgements made by management in preparing the Group’s consolidated financial statements, see also
Note 2 Basis of preparation in respect of the Group’s and the Company’s ability to continue as a going concern and Note 30 Commitments,
contingencies and legal disputes in respect of other ongoing legal proceedings and disputes. These notes should be read in conjunction with
this note.
If the Group, and, as a consequence, the Company 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 financial statements.
NOTE 3: MATERIAL ACCOUNTING POLICIES
FOREIGN CURRENCIES
The accounting policy is consistent with the Group’s policy set out in Note 2 Basis of preparation to the Group’s consolidated financial
statements.
INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
Equity investments in subsidiaries are carried at cost less any provision for impairments.
The investments are reviewed for impairment at each reporting date, when it is assessed whether there are indications that the investments
may be impaired or previously recognised impairment losses may no longer exist for may have decreased. If such indication exists, the
recoverable amounts of the investments are estimated. An investment is considered to be impaired and is written down to its recoverable
amount, if the carrying value exceeds the estimated recoverable amount. The recoverable amount is generally the higher of its fair value less
cost of disposal and its value-in-use. In situations where external factors have a significant impact on the fair value less cost of disposal of the
value-in-use of an investment, the net asset value of the relevant subsidiary undertaking is considered to be the recoverable amount.
Impairment losses are recognised in the income statement.
AMOUNTS OWED BY SUBSIDIARY UNDERTAKINGS
Amounts owed by subsidiary undertaking are interest-bearing loans provided to entities of the Group. These loans are recognised at cost,
being the fair value of the consideration transferred. After initial recognition, interest-bearing loans are subsequently measured at amortised
cost using the effective interest method. In addition to the individual assessment at each reporting date whether a financial asset or group of
financial assets is impaired, the Company also assesses the expected credit losses on financial assets carried at amortised cost in accordance
with the general approach. The loss allowance is measured at an amount equal to the lifetime expected credit losses. On consideration of
the fact that the Group has a fully integrated organisational structure with no history of default of its subsidiaries, the calculation of the
allowance for amounts owed by subsidiary undertakings is based on the default risk and recovery ratings of the Group adjusted for current
observable circumstances and forecast information. This assessment is performed individually for all financial assets that are individually
significant and collectively for those that are not individually significant and have similar credit risk characteristics. The carrying amount of
the financial assets is reduced by an allowance account with the change of the allowance being recognised as a component of the profit after
taxation. Individual balances are written off when management deems that there is no possibility of recovery.
TREASURY SHARE RESERVE
Own equity instruments, which are reacquired (treasury shares), are recognised at cost and deducted from equity shown in the treasury
share reserve. No gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of the Group’s own equity
instruments. Any difference between the carrying amount and the consideration is recognised in reserves.
SHARE-BASED PAYMENTS
The accounting policy is consistent with the Group’s policy set out in Note 28 Share-based payments to the Group’s consolidated
financial statements.
Employee benefit trust reserve
Ferrexpo plc shares held by the Company are classified in capital and reserves as employee benefit trust reserves and recognised at cost.
Consideration received for the sale of such shares is also recognised in equity, with any difference between the proceeds from sale and the
original cost reflected in retained earnings. No gain or loss is recognised on the purchase, sale issue or cancellation of equity shares.
DIVIDEND INCOME
Dividend income is recognised to the extent that the Company has the right to receive payment, typically upon declaration by the subsidiary.
TAXATION
The accounting policy is consistent with the Group’s policy set out in Note 11 Taxation to the Group’s consolidated financial statements.
CHANGES IN ACCOUNTING POLICIES
The accounting policies adopted and applied in the preparation of the financial statements are consistent with those of the previous year,
except for the adoption of new and amended IFRS and IFRIC interpretations effective as at 1 January 2025. The new and amended IFRS
and IFRIC interpretations adopted are consistent with the Group’s new accounting policies set out in Note 3 New accounting policies to the
Group’s consolidated financial statements and have not had a significant impact on these financial statements.
262 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
NOTE 3: MATERIAL ACCOUNTING POLICIES CONTINUED
USE OF CRITICAL ESTIMATES AND JUDGEMENTS
Critical judgements made by management in preparing the separate Parent Company financial statements predominantly relate to the basis
of preparation of these financial statements in respect of the going concern assumption (see previous page).
Further to that, as disclosed in Note 35 Events after the reporting period to the consolidated financial statements of the Group, there are
a number of events after the reporting requiring critical judgement from the Group’s management when preparing the consolidated financial
statements for the year ended 31 December 2025, which could also have an impact on the Company’s financial statements. See Note 4
Investment in subsidiary undertaking for further information.
The Company has not identified any area involving the use of critical estimates.
NOTE 4: INVESTMENT IN SUBSIDIARY UNDERTAKINGS
Investment in subsidiary undertakings as at 31 December 2025 relates to the Company’s investment in Ferrexpo AG (“FAG”), which is
domiciled in Switzerland and wholly owned by the Company. The subsidiary’s registered office is at Bahnhofstrasse 13, 6340 Baar, Switzerland.
See Note 32 Consolidated subsidiaries to the Group’s consolidated financial statements for further information on subsidiaries indirectly
held by the Company and see Additional Disclosures on page 265 for the principal activities of the Group’s subsidiaries, indirectly controlled
by the Company.
US$000 As at 31.12.25 As at 31.12.24
Investment in subsidiary undertakings
130,338 129,907
Total investment in subsidiary undertakings
130,338 129,907
Impairment of investments assessment
The impairment test for the Company’s investment in subsidiary undertakings performed as at 31 December 2025 did not result in an
additional impairment loss (2024: US$33,689 thousand).
The impairment test as at 31 December 2025 was prepared based on a discounted cash flow model, taking into account FAG’s potential
future cash flow generation based on the Group’s long-term model, including potential dividend payments from FAG’s investments in Group
undertakings.
Critical estimates and judgements
The preparation of the impairment test requires management to make estimates and judgements that affect the outcome of this test and
the amounts reported in the accounts of the Company. As disclosed in Note 13 Property, plant and equipment to the consolidated accounts
of the Group, the preparation of the Group’s long-term model is based on management’s best estimate of key assumptions, such as the
expected future prices for iron ore products and for key input materials as well as possible production and sales volumes, taking also into
account the current circumstances the Group has to operate in. Any adverse changes to these key assumptions could pose a risk for
significant adjustments in future periods.
As mentioned above, the impairment test of the Company’s investment in subsidiary undertakings is also dependent on the Group’s
long-term model. In addition to the critical estimates and judgements required when preparing the Group’s long-term model, there are also
critical estimates and judgements required specifically when preparing the Company’s impairment test, such as the timing of possible
dividend distributions from the Ukrainian subsidiaries to FAG and the assumed distribution rate for such dividend distributions.
Due to foreign exchange controls in Ukraine under current Martial Law, there are still restrictions on dividend distributions and capital
repatriation. As a result, it is currently uncertain when the Group’s Ukrainian subsidiaries will be in the position to distribute dividends to FAG.
Further to that, the ongoing war and legal actions against the Group’s Ukrainian operations could have a significant effect on the Group’s
long-term model and, as a consequence, on the carrying value of FAG’s investments in subsidiary undertakings and FAG’s potential for future
cash flow generation, including that relating to dividend payments.
The ongoing war, including the time when Martial Law in Ukraine might be lifted, and the outcome of the legal actions outside of the
management’s control. A delay of the first dividend distribution from the Ukrainian subsidiaries by another five years than currently expected
by management, with the expected distribution rate unchanged, would reduce the value in use of the Company’s investments in subsidiary
undertakings by approximately US$25,000 thousand. If there are positive developments in terms of Martial Law and the legal actions
against the Group in Ukraine, the impairment loss recorded in the past or a portion of it might reverse in future periods.
Note 30 Commitments, contingencies and legal disputes to the Group’s consolidated financial statements as at 31 December 2025
provides further information on legal actions against the Group that could have an impact on the value of the Company’s investment in
subsidiary undertakings.
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 263
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTE 5: DEBTORS
Debtors as at 31 December 2025 related to the following:
US$000 As at 31.12.25 As at 31.12.24
Amounts falling due within one year
Prepaid Expenses
549 584
Accrued Interest owed by subsidiary undertakings
14,039 13,291
Total amount falling due within one year
14,588 13,875
Amounts falling due after more than one year
Amounts owed by subsidiary undertakings
283,501 263,484
Total amount falling due after more than one year
283,501 263,484
Total debtors
298,089 277, 359
Amounts owed by subsidiary undertakings falling due after more than one year include loans and dividend receivable balances contractually
payable on demand but having assessed the expected repayment profile and payment date, this balance is presented as falling due after
more than one year.
The table above includes the impact from the application of the expected credit loss impairment model under IFRS 9 Financial instruments.
The effect from the change of impairment losses on debtors included in the profit after taxation was a loss of US$1,059 thousand for the
year ended 31 December 2025 (2024: loss of US$1,337 thousand). The total expected credit loss allowance booked on the statement of
financial position was US$3,000 thousand as at 31 December 2025 (2024: US$1,941 thousand).
NOTE 6: SHARE CAPITAL AND RESERVES
SHARE CAPITAL
Share capital represents the nominal value on issue of the Company’s equity share capital, comprising £0.10 Ordinary Shares. The issued
and fully paid share capital of Ferrexpo plc at 31 December 2025 was 613,967,956 Ordinary Shares (2024: 613,967,956) at a par value
of £0.10 paid for in cash, resulting in share capital of US$121,628 thousand (2024: US$121,628 thousand) per the statement of financial
position. The interest of the Group’s largest shareholder, Fevamotinico S.a.r.l., in voting rights of Ferrexpo plc is 49.3% as at the date
of this report (49.3% as at the time of publication of the 2024 Annual Report and Accounts). There is no authorised share capital limit.
TREASURY SHARE RESERVE
In September 2008, the Company completed a buy-back of 25,343,814 shares for a total cost of US$77,260 thousand. These shares are
currently held as treasury shares by the Group. The Companies Act 2006 forbids the exercise of any rights (including voting rights) and the
payment of dividends in respect of treasury shares. During the financial year ended 31 December 2023, the Group transferred 9,513,000
shares from the treasury shares reserve to the Group’s employee benefit trust reserve, resulting in 15,830,814 shares remaining in the
treasury share reserve as at 31 December 2025 (2024: 15,830,814 shares).
EMPLOYEE BENEFIT TRUST RESERVE
This reserve represents the treasury shares used to satisfy future grants for senior management incentive schemes. The employee benefit
trust reserve includes 9,741,183 shares as at 31 December 2025 (2024: 9,766,759 shares), including 9,513,000 shares transferred during the
financial year ended 31 December 2023 from the treasury shares reserve to the employee benefit trust reserve.
Distributable reserves
The Company is the Group’s holding company, with no direct operating business, so its ability to make distributions to its shareholders
is dependent on its ability to access profits held in the subsidiaries. The Company’s retained earnings shown in the statement of changes
in equity as at 31 December 2025 do not reflect the profits that are available for distribution by the Company as of this date. Taking into
account relevant thin capitalisation rules and provisions of the Companies Act 2006, the total available distributable reserves of Ferrexpo plc
is US$96,600 thousand as at 31 December 2025 (2024: US$77,500 thousand). Details on dividends are disclosed in Note 12 Earnings
per share and dividends paid and proposed of the Group’s consolidated financial statements.
NOTE 7: EVENTS AFTER THE REPORTING PERIOD
No material adjusting or non-adjusting events have occurred subsequent to the period end.
264 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
See Note 32 Consolidated subsidiaries for further information on the Group.
Unless otherwise stated, the equity interest disclosed includes ordinary or common shares, which are owned by subsidiaries of the Group.
Equity interest owned
Name Address of consolidated subsidiary’s registered office Principal activity
31.12.25
%
31.12.24
%
Consolidated subsidiaries
Ferrexpo AG Bahnhofstrasse 13, 6340 Baar, Switzerland
Holding company and sale of
iron ore pellets and
concentrate
100.0 100.0
PJSC Ferrexpo Poltava Mining
Budivelnykiv Street 16, 39802 Horishni Plavni, Poltava Region, Ukraine
Iron ore mining and processing 100.0 100.0
LLC Ferrexpo Yeristovo Mining Budivelnykiv Street 15, 39802 Horishni Plavni, Poltava Region, Ukraine
Iron ore mining 100.0 100.0
LLC Ferrexpo Belanovo Mining Budivelnykiv Street 16, 39802 Horishni Plavni, Poltava Region, Ukraine
Iron ore mining 100.0 100.0
Ferrexpo Middle East FZE Office A2207, Jafza One, Jebel Ali Free Zone, Dubai, U.A.E., P.O. Box 18341
Sale of iron ore pellets and
concentrate
100.0 100.0
Ferrexpo Finance plc 55 St James’s Street, London SW1A 1LA, United Kingdom
Finance 100.0 100.0
Ferrexpo Services Limited Patris Lumumba Street 4/6, 01042 Kyiv, Ukraine
Management services and
procurement
100.0 100.0
Universal Services Group Ltd. Naberezna Street 2, 39800 Horishni Plavni, Poltava Region, Ukraine
Asset holding company 100.0 100.0
DP Ferrotrans Portova Street 65, 39802 Horishni Plavni, Poltava Region, Ukraine
Trade, transportation services 100.0 100.0
LLC FerroLocoTrans Portova Street 65, 39802 Horishni Plavni, Poltava Region, Ukraine
Trade, transportation services
(dormant)
100.0 100.0
United Energy Company LLC Budivelnykiv Street 16, 39802 Horishni Plavni, Poltava Region, Ukraine
Holding company 100.0 100.0
Nova Logistics Limited Budivelnykiv Street 16, 39802 Horishni Plavni, Poltava Region, Ukraine
Service company
(dormant)
51.0 51.0
Ferrexpo Singapore PTE Ltd. 1 Fullerton Road, One Fullerton #02-01, Singapore 049213, Singapore
Marketing services
(dormant)
100.0 100.0
Ferrexpo Shipping International Ltd. Ajeltake Road, MH-96960 Ajeltake Island – Majuro, Marshall Islands
Holding company
(dissolved on 18 August 2026)
100.0 100.0
Iron Destiny Ltd. Ajeltake Road, MH-96960 Ajeltake Island – Majuro, Marshall Islands
Shipping company
(dissolved on 18 August 2026)
100.0 100.0
First-DDSG Logistics Holding GmbH Handelskai 348, 1020 Wien, Austria
Holding company 100.0 100.0
Erste Donau-Dampfschiffahrt
Gesellschaft GmbH in Liq.
Handelskai 348, 1020 Wien, Austria
Barging company
(in liquidation)
100.0 100.0
DDSG Tankschiffahrt GmbH in Liq. Handelskai 348, 1020 Wien, Austria
Barging company
(in liquidation)
100.0 100.0
DDSG Services GmbH Handelskai 348, 1020 Wien, Austria
Service company 100.0 100.0
DDSG Mahart Kft. Sukorói út 1., 8097 Nadap, Hungary
Barging company 100.0 100.0
Pancar Kft. Sukorói út 1., 8097 Nadap, Hungary
Barging company
(liquidated)
0.0 100.0
Ferrexpo Port Services GmbH Handelskai 348, 1020 Wien, Austria
Bunker business 100.0 100.0
Transcanal SRL Ecluzei Street 1, Agigea, Constanta, Romania
Port services 77.6 7 7.6
Helogistics Asset Leasing Kft. Sukorói út 1., 8097 Nadap, Hungary
Asset holding company 100.0 100.0
LLC DDSG Ukraine Holding Patris Lumumba Street 4/6, 01042 Kyiv, Ukraine
Holding company 100.0 100.0
LLC DDSG Invest Building 4/6, Ioanna Pavla II Street, 01042 Kyiv, Ukraine
Asset holding company
(dormant)
100.0 100.0
LLC DDSG Ukraine Shipping
Management
Patris Lumumba Street 4/6, 01042 Kyiv, Ukraine
Barging company
(dormant)
100.0 100.0
LLC DDSG Ukraine Shipping Radhospna Street 18, 39763 Kamiani Potoky, Kremenchuk District, Poltava
Region, Ukraine
Asset holding company 100.0 100.0
Ferrexpo Poltava Mining
Charity Fund
1
Heroiv Dnipra Street 23-a, 39802 Horishni Plavni, Poltava Region, Ukraine
Charity fund 100.0 100.0
Associate
TIS Ruda LLC Oleksiya Stavnitzera Street 50, 67543 Vizirka Village, Odesa Region, Ukraine
Port development 49.9 49.9
Fair value through OCI
2
PJSC Stakhanov Railcar Company
Rail car producer 1.1 1.1
Vostok Ruda LLC
Iron ore mining 1.1 1.1
LLC Atol
Gas 9.9 9.9
CJSC AMA
Gas 9.0 9.0
CJSC Amtek
Gas 9.0 9.0
1. Charity fund controlled by the Group through its HSEC Committee.
2. All investments relate to companies incorporated in Ukraine and are fully impaired.
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 265
ADDITIONAL DISCLOSURES
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
When assessing and discussing the Group’s reported financial performance, financial position and cash flows, management may make
reference to Alternative Performance Measures (“APMs”) that are not defined or specified under International Financial Reporting Standards
(“IFRS”).
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 in addition to, and not
as a substitute for or as superior to, measures of financial performance, financial position or cash flows reported in accordance with IFRS.
Ferrexpo makes reference to the following APMs in the 2025 Annual Report and Accounts.
C1 AND C4 CASH COST OF PRODUCTION
Definition: Non-financial measure representing the cash cost of producing iron ore pellets and concentrate from the Group’s own ore,
calculated as total cash production costs divided by the volume of own iron ore pellets and concentrate produced.
C1 and C4 cash costs exclude non-cash items such as depreciation and inventory movements, as well as costs related to purchased ore
and concentrate.
The Group presents C1 and C4 cash cost of production as management believes these measures provide a meaningful indicator of
operational efficiency and cost competitiveness when compared with industry peers.
US$000 Notes
Year ended
31.12.25
Year ended
31.12.24
C1 cash costs
245,790 470,415
Non-C1 cost components
50,746 53,015
Inventories recognised as an expense upon sale of goods
7
296,536 523,430
Own ore produced (tonnes)
3,221,461 6,070,541
C1 cash cost per tonne (US$)
76.3 77. 5
C4 cash costs
144,778 38,731
Non-C4 cost components
34,157 4,365
Inventories recognised as an expense upon sale of goods
7
178,935 43,096
Own concentrate produced (tonnes)
2,877,813 700,520
C4 cash cost per tonne (US$) 50.3 55.3
UNDERLYING EBITDA
Definition: The Group calculates the Underlying EBITDA as profit before tax and finance plus depreciation and amortisation, net gains and
losses from disposal of investments and property, plant and equipment, effects from share-based payments, write-offs and impairment
losses, operating foreign exchange gains/losses and exceptional items. The Underlying EBITDA is presented because it is a useful measure
for evaluating the Group’s ability to generate cash and its operating performance.
Historically and in agreement 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 the devaluation of the Ukrainian hryvnia compared
to the US dollar. During the financial year 2024, the Group amended its definition of the Underlying EBITDA by excluding the operating
foreign exchange gains and losses. The vast majority of the Group’s operating foreign exchange gains or losses are expected to incur on
intercompany trade receivable balance of the Ukrainian subsidiaries, which are denominated in US dollar. For practicability reasons, the
entire balance of the operating foreign exchange gains and losses are excluded from the Group’s Underlying EBITDA. It is management’s
view that the amended definition better reflects the Group’s ability to generate cash and to evaluate its operating performance.
See Note 5 Segment information to the consolidated financial statements for further details.
Closest equivalent IFRS measure: Profit before tax and finance.
Rationale for adjustment: The Group presents the underlying EBITDA as it is a useful measure for evaluating its ability to generate cash and
its operating performance. Also it aids comparability across peer groups as it is a measurement that is often used.
Reconciliation to closest IFRS equivalent:
US$000 Notes
Year ended
31.12.25
Year ended
31.12.24
Underlying EBITDA
27,555 69,310
Gains/(losses) on disposal and liquidation of property, plant and equipment
7
572 (231)
Share-based payments
28
(431) (320)
Write-offs and impairments
7
(160,936) (71,871)
Allowance on overdue VAT receivable balances
20
(13,139) –
Depreciation and amortisation
(68,406) (60,281)
Operating foreign exchange gains
4,969 83,321
(Loss)/profit before tax and finance
(209,816) 19,928
266 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
ALTERNATIVE PERFORMANCE MEASURES
NET CASH/(DEBT)
Definition: Cash and cash equivalents net of interest-bearing loans and borrowings.
Closest equivalent IFRS measure: Cash and cash equivalents.
Rationale for adjustment: Net cash/(debt) is a measurement of the strength of the Group’s balance sheet. It is presented as it is a useful
measure to evaluate the Group’s financial liquidity.
Reconciliation to closest IFRS equivalent:
US$000 Notes
As at
31.12.25
As at
31.12.24
Cash and cash equivalents
25
58,447 105,919
Lease liabilities – current
26
(4,228) (4,665)
Lease liabilities – non-current
26
(6,792) (419)
Net cash
47,427 100,835
CAPITAL INVESTMENT
Definition: Capital expenditure for the purchase of property, plant and equipment and intangible assets.
Closest equivalent IFRS measure: Purchase of property, plant and equipment and intangible assets (net cash flows used in
investing activities).
Rationale for adjustment: The Group presents the capital investment as it is a useful measure for evaluating the degree of capital invested
in its business operations.
Reconciliation to closest IFRS equivalent:
US$000 Notes
Year ended
31.12.25
Year ended
31.12.24
Purchase of property, plant and equipment and intangible assets (net cash flows used in
investing activities)
13/15
49,070 101,688
TOTAL LIQUIDITY
Definition: Sum of cash and cash equivalents, available committed facilities and undrawn uncommitted facilities. No committed facilities are
outstanding as at 31 December 2025, or at the end of the comparative year ended 31 December 2024. Uncommitted facilities include trade
finance facilities secured against receivable balances related to these specific trades. See Note 26 Interest-bearing loans and borrowings and
Note 27 Financial instruments for further information.
Closest equivalent IFRS measure: Cash and cash equivalents.
Rationale for adjustment: The Group presents total liquidity as it is a useful measure for evaluating its ability to meet short-term
business requirements.
Reconciliation to closest IFRS equivalent:
US$000 Notes
As at
31.12.25
As at
31.12.24
Cash and cash equivalents
25
58,447 105,919
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 267
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
References to Ferrexpo plc
References in this report to “Ferrexpo”,
the “Company”, the “Group”, “we”, “us”
and “our” are all references to Ferrexpo,
Ferrexpo subsidiaries and those that work
for Ferrexpo, albeit not a singular entity or
person. Such terms are provided as a writing
style in this report, and are not indicative of
how Ferrexpo or its subsidiaries are
structured, managed or controlled.
Act
The Companies Act 2006
AGM
The Annual General Meeting of the Company
Articles
The Articles of Association of the Company
Audit Committee
The Audit Committee of the Company’s
Board
Bank F&C
Bank Finance & Credit
Belanovo or Bilanivske
An iron ore deposit located immediately
to the north of Yeristovo
Benchmark price
International seaborne traded iron ore
pricing mechanism used by market
participants, including Ferrexpo.
Beneficiation process
A number of processes whereby
intermediate iron ore products are
upgraded to higher value iron ore products,
such as iron ore pellets.
BIP
Business Improvement Programme,
a programme of projects to increase
production output and efficiency at FPM
Blast furnace pellets
Used in Basic Oxygen Furnace (“BOF”)
steelmaking and constitute about 70%
of the traded pellet market
Board
The Board of Directors of the Company
BT
Billion tonnes
C1 and C4 unit costs
Represent the cash costs of production of
iron ore pellets and concentrates from the
Group’s own ore, divided by production
volume from own ore. C1 and C4 unit
costs exclude non-cash items such as
depreciation, pension costs and inventory
movements, as well as costs related to
purchased ore and concentrate and the
production cost of gravel
Capesize
Capesize vessels are typically above 150,000
tonnes deadweight. Ships in this class
include oil tankers, supertankers and bulk
carriers transporting coal, ore and other
commodity raw materials. Standard
capesize vessels are able to transit through
the Suez Canal
Capex
Capital expenditure for the purchase of
property, plant and equipment and
intangible assets
Capital employed
The aggregate of equity attributable to
shareholders, non-controlling interests and
borrowings
CFR
Delivery including cost and freight
CHF
Swiss franc, the currency of Switzerland
China & South East Asia
This segmentation for the Group’s sales
includes China and Vietnam
CID
Committee of Independent Directors
CIF
Delivery including cost, insurance and freight
CIS
The Commonwealth of Independent States
CODM
The Executive Committee is considered to
be the Group’s Chief Operating Decision-
Maker
Company
Ferrexpo plc, a public company incorporated
in England and Wales with limited liability
Controlling shareholder
Fevamotinico S.a.r.l. holds 49.3% of the
voting rights in Ferrexpo plc as at the date of
this report. The Minco Trust is a discretionary
trust that has three beneficiaries, consisting
of Mr Zhevago and two other members of
his family. For the purposes of the UK Listing
Rules, each of the beneficiaries of The Minco
Trust is considered a controlling shareholder
of Ferrexpo plc
Corporate Governance Code
2024 UK Corporate Governance Code
CPI
Consumer Price Index
CRU
The CRU Group provides market analysis
and consulting advice in the global mining
industry (see www.crugroup.com)
CSR
Corporate Social Responsibility
DAP
Delivery at place
DFS
Detailed feasibility study
Directors
The Directors of the Company
Direct reduction
Used in Direct Reduction Iron (“DRI”)
production
“DR” pellets
A feedstock, in addition to scrap steel for
the production of steel in Electric Arc
Furnace (“EAF”) steelmaking. DR pellets are
a niche, higher quality product with Fe
content of 67% or above, and a combined
level of silica and alumina of <2%
EBT
Employee benefit trust
EPS
Earnings per share
ERPMC
Executive Related Party Matters Committee
Europe
This segmentation for the Group’s sales
includes countries across Europe and
includes Turkey
Executive Committee
The Executive Committee of management
appointed by the Board
Executive Directors
The Executive Directors of the Company
FBM
LLC Ferrexpo Belanovo Mining, a company
incorporated under the laws of Ukraine
Fe
Iron
Ferrexpo
The Company and its subsidiaries
Ferrexpo AG Group
Ferrexpo AG and its subsidiaries, including
FPM, FYM and FBM
Fevamotinico
Fevamotinico S.a.r.l., a company
incorporated with limited liability in
Luxembourg
First-DDSG
First-DDSG Logistics Holding GmbH
(formerly Helogistics Holding GmbH) and its
subsidiaries, an inland waterway transport
group operating primarily on the Danube
River corridor
268 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
GLOSSARY
FOB
Delivered free on board, which means that
the seller’s obligation to deliver has been
fulfilled when the goods have passed over
the ship’s rail at the named port of
shipment, and all future obligations in terms
of costs and risks of loss or damage transfer
to the buyer from that point onwards
FPM
Ferrexpo Poltava Mining, also known as PJSC
Ferrexpo Poltava Mining, a company
incorporated under the laws of Ukraine
FRMCC
Finance, Risk Management and Compliance
Committee, a sub-committee of the
Executive Committee
FTSE 250
An index of the 101st to 350th largest
companies by market-capitalisation quoted
on the London Stock Exchange
FYM
LLC Ferrexpo Yeristovo Mining, a company
incorporated under the laws of Ukraine
GPL
Gorishne-Plavninske-Lavrykivske, the iron
ore deposit being mined by FPM
Group
The Company and its subsidiaries
HSE
Health, safety and environment
HSEC Committee
The Health, Safety, Environment and
Community Committee
IAS
International Accounting Standards
IASB
International Accounting Standards Board
IFRIC interpretations
IFRS interpretations as issued by the IFRS
Interpretations Committee
IFRS
International Financial Reporting Standards
IPO
Initial public offering
Iron ore concentrate
Product of the beneficiation process with
enriched iron content
Iron ore pellets
Balled and fired agglomerate of iron ore
concentrate, whose physical properties are
well suited for transportation to and
reduction within a blast furnace
Iron ore sinter fines
Fine iron ore screened to -6.3mm
IRR
Internal Rate of Return
JORC
Australasian Joint Ore Reserves Committee
– the internationally accepted code for ore
classification
K22
GPL ore has been classified as either K22 or
K23 quality, of which K22 ore is of higher
quality (richer)
KPI
Key Performance Indicator
KT
Thousand tonnes
LLC
Limited Liability Company (in Ukraine)
LSE
London Stock Exchange
LTI
Lost time injury
LTIFR
Lost time injury frequency rate, the number
of lost time injuries that occurred divided by
the number of hours worked for a reporting
period
LTIP
Long-term incentive plan
m3
Cubic metre
MENA
This segmentation for the Group’s sales
includes customers in the Middle East and
North Africa region
mm
Millimetre
MT
Million tonnes
mtpa
Million tonnes per annum
NBU
National Bank of Ukraine
Nominations Committee
The Nominations Committee of the Board
Non-executive Directors
Non-executive Directors of the Company
NOPAT
Net operating profit after tax
North America
This segmentation for the Group’s sales
includes the United States
North East Asia
This segmentation for the Group’s sales
includes Japan and Korea
OHSAS 18001
International safety standard “Occupational
Health & Safety Management System
Specification”
Ordinary Shares
Ordinary Shares of 10 pence each in the
Company
Ore
A mineral or mineral aggregate containing
precious or useful minerals in such
quantities, grade and chemical combination
as to make extraction economic
Panamax
Modern panamax ships typically carry
a weight of between 65,000 and 90,000
tonnes of cargo and can transit both the
Panama and Suez canals
PPE
Personal protective equipment
PPI
Ukrainian producer price index
Probable Reserves
Those Measured and Indicated Mineral
Resources which are not yet “proved”, but
of which detailed technical and economic
studies have demonstrated that extraction
can be justified at the time of determination
and under specific economic conditions
Proved Reserves
Measured Mineral Resources of which
detailed technical and economic studies
have demonstrated that extraction can be
justified at the time of determination and
under specific economic conditions
Rail car
Railway wagon used for the transport of iron
ore concentrate or pellets
Relationship Agreement
The relationship agreement entered into
among Fevamotinico S.a.r.l., Kostyantin
Zhevago, The Minco Trust and the Company
Remuneration Committee
The Remuneration Committee of the Board
FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025 269
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Reserves
Those parts of Mineral Resources for which
sufficient information is available to enable
detailed or conceptual mine planning and for
which such planning has been undertaken.
Reserves are classified as either proved
or probable
Resources
Concentration or occurrence of material
of intrinsic economic interest in or on the
earth’s crust in such form, quality and
quantity that there are reasonable
prospects for eventual economic extraction
Sinter
A porous aggregate charged directly to the
blast furnace which is normally produced
by firing fine iron ore and/or iron ore
concentrate, other binding materials and
coke breeze as the heat source
Spot price
The current price of a product for immediate
delivery
Sterling/£
Pounds sterling, the currency of the
United Kingdom
STIP
Short-term Incentive Plan
Tailings
The waste material produced from ore after
economically recoverable metals or minerals
have been extracted. Changes in metal
prices and improvements in technology can
sometimes make the tailings economic to
process at a later date
Tolling
The process by which a customer supplies
concentrate to a smelter and the smelter
invoices the customer with the smelting
charge, and possibly a refining charge, and
then returns the metal to the customer
Ton
US short ton, equal to 0.9072 metric tonnes
Tonne or t
Metric tonne
Treasury shares
A company’s own issued shares that it has
purchased but not cancelled
TSF
Tailings storage facility
TSR
Total Shareholder Return. The total return
earned on a share over a period of time,
measured as the dividend per share plus
capital gain, divided by initial share price
UAH
Ukrainian hryvnia, the currency of Ukraine
UK adopted IFRS
International Financial Reporting Standards
adopted for use in the United Kingdom
Ukr SEPRO
The quality certification system in Ukraine,
regulated by law to ensure conformity with
safety and environmental standards
Underlying EBITDA
The Group calculates the underlying EBITDA
as profit before tax and finance plus
depreciation and amortisation, adjusted for
net gains and losses from disposal of
investments property, plant and equipment,
effects from share-based payments,
write-offs and impairment losses and
exceptional items
Underlying EBITDA margin
Underlying EBITDA (see definition above) as
a percentage of revenue
US$/t
US dollars per tonne
Value-in-use
The implied value of a material to an end
user relative to other options, e.g. evaluating,
in financial terms, the productivity in the
steelmaking process of a particular quality
of iron ore pellets versus the productivity
of alternative qualities of iron ore pellets
VAT
Value added tax
WACC
Weighted average cost of capital
WAFV
Weighted average fair value
WMS
Wet magnetic separation
Yeristovo or Yerystivske
The deposit being developed by FYM
Mr Zhevago/Kostyantin Zhevago
Kostyantin Zhevago, one of three
beneficiaries of The Minco Trust. The Minco
Trust is the indirect parent undertaking of
Fevamotinico S.a.r.l. which in turn holds
49.3% of the voting rights in Ferrexpo plc
as at the date of this report.
270 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2025
GLOSSARY
REGISTERED OFFICE
55 St James’s Street
London SW1A 1LA
COMPANY SECRETARY’S OFFICE
COMPANY SECRETARY
Ferrexpo Plc
55 St James’s Street
London SW1A 1LA
Tel: +44 (0) 20 7389 8300
Email: info@ferrexpo.com
SHARE REGISTRAR
EQUINITI GROUP LIMITED
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Tel: 0371 384 2030 (+44 121 415 7047 from outside UK)
https://equiniti.com/uk/
ADVISERS
AUDITOR
MHA Audit Services LLP
2 London Wall Place
London EC2Y 5AU
SOLICITORS
Herbert Smith Freehills Kramer
Exchange House
Primrose Street
London EC2A 2EG
CORPORATE BROKER
Panmure Liberum Ltd
25 Ropemaker Street
London EC2Y 9LY
SPONSOR
BDO LLP
55 Baker Street
London W1U 7EU
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