Ferrexpo : Proposed new Articles of Association

COMPANY NO. 5432915

THE COMPANIES ACT 1985

_______________________________________

PUBLIC COMPANY LIMITED BY SHARES

_______________________________________

ARTICLES OF ASSOCIATION

OF

FERREXPO PLC

(Articles adopted by special resolution on _________________ 2024)

	CONTENTS
CLAUSE		PAGE
PRELIMINARY	1
1.	Exclusion of other regulations	1
2.	Interpretation	1
SHARE CAPITAL	3
3.	Liability of members	3
4.	Power to attach rights	3
5.	Redeemable shares	3
6.	Commission and brokerage	3
7.	Trusts not recognised	3
8.	Uncertificated shares	4
SHARE CERTIFICATES	4
9.	Right to certificate	4
10.	Replacement certificates	5
LIEN	5
11.	Company's lien on shares not fully paid	5
12.	Enforcement of lien by sale	5
13.	Application of proceeds of sale	5
CALLS ON SHARES	6
14.	Calls	6
15.	Power to differentiate	6
16.	Interest on calls	6
17.	Payment in advance	6
18.	Amounts due on allotment or issue treated as calls	6
FORFEITURE	6
19.	Notice if call not paid	6
20.	Forfeiture for non-compliance	7
21.	Notice after forfeiture	7
22.	Disposal of forfeited shares	7
23.	Arrears to be paid notwithstanding forfeiture	7
24.	Surrender	7
TRANSFER OF SHARES	8
25.	Method of transfer	8
26.	Right to refuse registration	8
27.	No fees on registration	9
TRANSMISSION OF SHARES	9
28.	On death	9
29.	Election of person entitled by transmission	9
30.	Rights on transmission	10
UNTRACED SHAREHOLDERS	10
31.	Power of sale	10
32.	Application of proceeds of sale	11
33.	Fractions	11
34.	Rights deemed not varied	12
35.	Variation of rights	12
GENERAL MEETINGS	12
36.	Calling general meetings	12

37.	Notice of annual general meetings and other general meetings	12
38.	Omission to send notice	13
39.	Postponement of general meetings	13
40.	Special business	13
PROCEEDINGS AT GENERAL MEETINGS	13
41.	Form of general meetings	13
42.	Quorum	15
43.	Procedure if quorum not present	15
44.	Chair	15
45.	Right to attend and speak	15
46.	Adjournments	16
47.	Notice of adjourned meeting	16
48.	Business at adjourned meeting	16
49.	Attendance and participation in different places	16
50.	Security	17
VOTING	17
51.	Method of voting	17
52.	Procedure on a poll	18
53.	Votes of members	18
54.	Restriction on voting rights for unpaid calls etc	19
55.	Voting by proxy	19
56.	Appointment of proxy	20
57.	When votes by proxy valid although authority terminated	21
58.	Corporate representatives	21
59.	Objections and validity of votes	21
60.	Amendments to resolutions	22
61.	Withdrawal and ruling amendments out of order	22
62.	Class meetings	22
63.	Failure to disclose interests in shares	22
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS	24
64.	Number of directors	24
65.	Power of the company to appoint directors	24
66.	Power of the board to appoint directors	24
67.	Appointment of executive directors	25
68.	Eligibility of new directors	25
69.	Voting on resolution for appointment	25
70.	Annual retirement of directors	25
71.	Position of retiring director	25
72.	Deemed reappointment	26
73.	Removal by ordinary resolution	26
74.	Vacation of office by director	26
ALTERNATE DIRECTORS	26
75.	Appointment	26
76.	Revocation of appointment	27
77.	Participation in board meetings	27
78.	Responsibility	27
REMUNERATION, EXPENSES AND PENSIONS	27
79.	Directors' fees	27
80.	Additional remuneration	28
81.	Expenses	28
82.	Remuneration and expenses of alternate directors	28
83.	Directors' pensions and other benefits	28
84.	Remuneration of executive directors	29

85.	Insurance	29
POWERS AND DUTIES OF THE BOARD	29
86.	Powers of the board	29
87.	Powers of directors being less than minimum required number	29
88.	Powers of executive directors	29
89.	Delegation to committees	29
90.	Local boards	30
91.	Agents	30
92.	Associate directors	30
93.	Exercise of voting powers	30
94.	Provision for employees	30
95.	Registers	31
96.	Borrowing powers	31
97.	Register of charges	33
CONFLICTS OF INTEREST	34
98.	Directors' conflicts of interest	34
99.	Directors' appointments and interests	34
100.	Permitted interests and voting	35
101.	Questions regarding director's rights to vote	36
PROCEEDINGS OF DIRECTORS AND COMMITTEES	36
102.	Board meetings	36
103.	Notice of board meetings	36
104.	Quorum	37
105.	Chair of board	37
106.	Voting	37
107.	Participation by telephone	37
108.	Resolution in writing	38
109.	Proceedings of committees	38
110.	Minutes of proceedings	38
111.	Validity of proceedings of board or committee	38
SECRETARY AND AUTHENTICATION OF DOCUMENTS	39
112.	Secretary	39
113.	Authentication of documents	39
SEALS	39
114.	Application of seals	39
115.	Official seal for use abroad	39
DIVIDENDS AND OTHER PAYMENTS	40
116.	Reserves	40
117.	Declaration of dividends	40
118.	Interim dividends	40
119.	Entitlement to dividends	40
120.	Method of payment	40
121.	Dividends not to bear interest	41
122.	Right to cease sending payment and unclaimed payments	41
123.	Payment of dividends in specie	42
124.	Payment of scrip dividends	42
125.	Capitalisation of reserves	44
126.	Record dates	45
ACCOUNTS	45
127.	Keeping and inspection of accounting records	45
NOTICES	45

128.	Notices to be in writing	45
129.	Method of sending	45
130.	Notice by advertisement	46
131.	When notice or other communications are deemed to have been
	received	47
132.	Notice binding on transferees etc	47
133.	Notice in case of entitlement by transmission	47
134.	Returned communications	48
135.	Validation of documents in electronic form	48
MISCELLANEOUS	...........................................................................................................................	48
136.	Destruction of documents	48
137.	Change of name	49
138.	Winding up	49
139.	Indemnity	49

PRELIMINARY

1. EXCLUSION OF OTHER REGULATIONS
   No regulations or model articles contained in any statute or subordinate legislation (including, without prejudice to such generality, the regulations contained in Table A to the CA 1985 and the Companies (Model Articles) Regulations 2008) shall apply as the articles of the Company.
2. INTERPRETATION

2.1 In these Articles, unless the context otherwise requires, the following words and expressions have the following meanings:

"Acts" means CA 1985, CA 2006 and every other statute from time to time in force concerning companies and affecting the Company (including, without limitation, the Uncertificated Securities Regulations);

"Articles" means the articles of association of the Company as altered from time to time;

"auditors" means the auditors from time to time of the Company or, in the case of joint auditors, any one of them;

"board" means the board of directors from time to time of the Company or the directors present at a duly convened meeting of the directors at which a quorum is present;

"business day" means a day (excluding Saturday and Sunday) on which banks generally are open in the City of London for the transaction of normal banking business;

"CA 1985" means the Companies Act 1985 to the extent in force from time to time; "CA 2006" means the Companies Act 2006 to the extent in force from time to time; "certificated" in relation to a share means a share which is not in uncertificated form;

"clear days" in relation to a period of notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

"Company" means Ferrexpo plc;

"company" includes any body corporate (not being a corporation sole) or association of persons, whether or not a company within the meaning of the Acts;

"director" means a director of the Company;

"electronic address" means any number or address used for the purposes of sending or receiving notices, documents or information by electronic means;

"electronic form" has the same meaning as in section 1168 of CA 2006;

"electronic means" has the same meaning as in section 1168 of CA 2006;

"entitled by transmission" means, in relation to a share, entitled as a consequence of the death or bankruptcy of a member, or as a result of another event giving rise to a transmission of entitlement by operation of law;

"hard copy form" and "hard copy" have the same meanings as in section 1168 of CA 2006;

"holder" in relation to shares means the member whose name is entered in the register as the holder of the shares;

"London Stock Exchange" means London Stock Exchange plc; "member" means a member of the Company;

"office" means the registered office of the Company;

"Official List" means the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Act 2000;

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"paid", "paid up" and "paid-up" mean paid or credited as paid;

"register" means the register of members of the Company kept pursuant to the Acts or the issuer register of members and Operator register of members maintained pursuant to Regulation 20 of the Uncertificated Securities Regulations and, where the context requires, any register maintained by the Company or the Operator of persons holding any renounceable right of allotment of a share and cognate expressions shall be construed accordingly;

"seal" means any common or official seal that the company may be permitted to have under the Acts;

"secretary" means the secretary of the Company or any other person appointed by the board to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

"uncertificated" means, in relation to a share, a share title to which is recorded in the register as being held in uncertificated form and title to which, by virtue of the Uncertificated Securities Regulations, may be transferred by means of a relevant system;

"uncertificated proxy instruction" means an instruction or notification sent by means of a relevant system and received by such participant in that system acting on behalf of the Company as the board may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the board (subject always to the facilities and requirements of the relevant system concerned);

"Uncertificated Securities Regulations" means the Uncertificated Securities Regulations 2001; and

"United Kingdom" means the United Kingdom of Great Britain and Northern Ireland.

1. The expressions "issuer register of members", "Operator", "Operator-instruction","Operator register of members", "participating issuer", "participating security" and "relevant system" mean the same as in the Uncertificated Securities Regulations.
2. All references in the Articles to the giving of instructions by means of a relevant system shall be deemed to relate to a properly authenticated dematerialised instruction given in accordance with the Uncertificated Securities Regulations. The giving of such instructions shall be subject to:
3. 1. the facilities and requirements of the relevant system;
   2. the Uncertificated Securities Regulations; and
   3. the extent to which such instructions are permitted by or practicable under the rules and practices from time to time of the Operator of the relevant system.
4. Where an ordinary resolution of the Company is expressed to be required for any purpose, a special resolution is also effective for that purpose.
5. References to a "meeting" shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
6. References to a "debenture" include debenture stock.
7. The word "directors" in the context of the exercise of any power contained in the Articles includes any committee consisting of one or more directors, and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated.
8. Powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them.
9. No power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation.
10. Except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the

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time being authorised to exercise it under the Articles or under another delegation of the power.

1. Save as aforesaid and unless the context otherwise requires, words or expressions contained in the Articles bear the same meaning as in the Acts but excluding any statutory modification thereof not in force when the Articles become binding on the Company.
2. References to a document being executed include references to its being executed under hand or under seal or by any other method.
3. Unless the context otherwise requires, any reference to "writing" or "written" shall include any method of reproducing words or text in a legible and non-transitory form and documents or information sent or supplied in electronic form or made available on a website are in "writing" for the purposes of the Articles.
4. Save where specifically required or indicated otherwise words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.
5. Article headings are inserted for ease of reference only and shall not affect construction.
6. References to any statutory provision or statute include any modification or re-enactment thereof for the time being in force (whether coming into force before or after the adoption of these Articles) and all orders, regulations or other subordinate legislation made thereunder. This Article does not affect the interpretation of Article 2.11.

SHARE CAPITAL

1. LIABILITY OF MEMBERS
   The liability of each member is limited to the amount (if any) for the time being unpaid on the shares held by that member.
2. POWER TO ATTACH RIGHTS
   Subject to the provisions of the Acts and without prejudice to any rights attached to any existing shares, any share may be issued with, or have attached to it, such rights or restrictions as the Company may by ordinary resolution determine, or, subject to and in default of such determination, as the board may determine.
3. REDEEMABLE SHARES
   The Company may issue any shares which are to be redeemed or are liable to be redeemed at the option of the Company or the holder and the directors may determine the terms, conditions and manner of redemption of such shares.
4. COMMISSION AND BROKERAGE
   The Company may exercise all the powers conferred or permitted by the provisions of the Acts of paying commission or brokerage. Subject to the provisions of the Acts, any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other and may be in respect of a conditional or an absolute subscription.
5. TRUSTS NOT RECOGNISED
   Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share on trust and (except as otherwise provided by the Articles or by law) the Company shall not be bound by or recognise any interest in any share except an absolute right in the holder to the whole of the share.

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8. UNCERTIFICATED SHARES

1. Without prejudice to any powers which the Company or the directors may have to issue, allot, dispose of, convert, or otherwise deal with or make arrangements in relation to shares and other securities in any form:
2. 1. the holding of shares in uncertificated form and the transfer of title to such shares by means of a relevant system shall be permitted; and
   2. the Company may issue shares in uncertificated form and may convert shares from certificated form to uncertificated form and vice versa.
3. If and to the extent that any provision of these Articles is inconsistent with such holding or transfer as is referred to in Article 8.1(a) or with any provision of the Uncertificated Securities Regulations, it shall not apply to any share in uncertificated form.
4. Uncertificated shares of a class are not to be regarded as forming a separate class from certificated shares of that class.
5. A member may, in accordance with the Uncertificated Securities Regulations, change a share of a class which is a participating security from a certificated share to an uncertificated share and from an uncertificated share to a certificated share.
6. The Company may give notice to a member requiring the member to change uncertificated shares to certificated shares by the time stated in the notice. The notice may also state that the member may not change certificated shares to uncertificated shares. If the member does not comply with the notice, the board may authorise a person to change the uncertificated shares to certificated shares in the name and on behalf of the member.
7. While a class of shares is a participating security, the Articles only apply to an uncertificated share of that class to the extent that they are consistent with:
8. 1. the holding of shares of that class in uncertificated form;
   2. the transfer of title to shares of that class by means of a relevant system; and
   3. the Uncertificated Securities Regulations.

SHARE CERTIFICATES

9. RIGHT TO CERTIFICATE

1. A person (except a person to whom the Company is not required by law to issue a certificate) whose name is entered in the register as a holder of a certificated share is entitled, without charge, to receive within two months of allotment or lodgement with the Company of a transfer to them of those shares or within two months after the relevant Operator instruction is received by the Company (or within any other period as the terms of issue of the shares provide) one certificate for all the certificated shares of a class registered in their name or, in the case of certificated shares of more than one class being registered in their name, to a separate certificate for each class of shares.
2. Where a member (except a person to whom the Company is not required by law to issue a certificate) transfers part of their shares comprised in a certificate they are entitled, without charge, to one certificate for the balance of certificated shares retained by them.
3. The Company is not bound to issue more than one certificate for certificated shares held jointly by two or more persons and delivery of a certificate to one joint holder is sufficient delivery to all joint holders.
4. A certificate shall specify the number and class and the distinguishing numbers (if any) of the shares in respect of which it is issued and the amount paid up on the shares. It shall be issued under a seal, which may be affixed to or printed on it, or in such other manner as the board may approve, having regard to the terms of allotment or issue of the shares.
5. The issued shares of a particular class which are fully paid up and rank pari passu for all purposes shall not bear a distinguishing number. All other shares shall bear a distinguishing number.

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10. REPLACEMENT CERTIFICATES

1. Where a member (other than a person to whom the Company is not required by law to issue a certificate) holds two or more certificates for shares of one class, the board may at the member's request, on surrender of the original certificates and without charge, cancel the certificates and issue a single replacement certificate for certificated shares of that class.
2. At the request of a member (other than a person to whom the Company is not required by law to issue a certificate), the board may cancel a certificate and issue two or more in its place (representing certificated shares in such proportions as the member may specify), on surrender of the original certificate and on payment of such reasonable sum as the board may decide.
3. Where a certificate is worn out or defaced the board may require the certificate to be delivered to it before issuing a replacement and cancelling the original. If a certificate is lost or destroyed, the board may cancel it and issue a replacement certificate on such terms as to provision of evidence and indemnity and to payment of any exceptional out-of-pocket expenses incurred by the Company in the investigation of that evidence and the preparation of that indemnity as the board may decide.

LIEN

11. COMPANY'S LIEN ON SHARES NOT FULLY PAID

1. The Company has a first and paramount lien on all partly paid shares for an amount payable in respect of the share, whether the due date for payment has arrived or not. The lien applies to all dividends from time to time declared or other amounts payable in respect of the share.
2. The board may either generally or in a particular case declare a share to be wholly or partly exempt from the provisions of this Article 11. Unless otherwise agreed with the transferee, the registration of a transfer of a share operates as a waiver of the Company's lien (if any) on that share.

12. ENFORCEMENT OF LIEN BY SALE

1. For the purpose of enforcing the lien referred to in Article 11, the board may sell all or any of the shares subject to the lien at such time or times and in such manner as it may decide provided that:
2. 1. the due date for payment of the relevant amounts has arrived; and
   2. the board has served a written notice on the member concerned (or on any person who is entitled to the shares by transmission or by operation of law) stating the amounts due, demanding payment thereof and giving notice that if payment has not been made within 14 clear days after the service of the notice that the Company intends to sell the shares.
3. To give effect to a sale, the board may authorise a person to transfer the shares in the name and on behalf of the holder (or any person who is entitled to the shares by transmission or by operation of law), or to cause the transfer of such shares, to the purchaser or its nominee. The purchaser is not bound to see to the application of the purchase money and the title of the transferee is not affected by an irregularity in or invalidity of the proceedings connected with the sale.

13. APPLICATION OF PROCEEDS OF SALE

The net proceeds of a sale effected under Article 12, after payment of the Company's costs of the sale, shall be applied in or towards satisfaction of the amount in respect of which the lien exists. The balance (if any) shall (on surrender to the Company for cancellation of any certificate for the shares sold, or the provision of an indemnity as to any lost or destroyed certificate required by the board and subject to a like lien for any amounts not presently payable as existed on the shares before the sale) be paid to the member (or any person entitled to the shares by transmission or by operation of law) immediately before the sale.

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