Ferroglobe : NOTICE OF 2025 ANNUAL GENERAL MEETING
GSM
Published on 05/23/2025 at 12:23
FerrogLobe
FERROGLOBE PLC
(a public limited company having its registered office at The Scalpel, 18th Floor, 52 Lime Street, London, EC3M 7AF, United Kingdom and incorporated in England and Wales with company number 9425113)
22 May 2025
I am pleased to invite you to attend Ferroglobe's annual general meeting of its shareholders (the "Annual General Meeting" or "AGM"), to be held at 14:00 (British Summer Time) on Thursday, 26 June 2025 at the Company's offices at 13 Chesterfield Street, London, WI J 5JN, United Kingdom ("U.K.") The accompanying notice of Annual General Meeting ("Notice") describes the meeting, the resolutions you will be asked to consider and vote upon and related matters.
Your vote is important, regardless of the number of shares you own. Whether or not you intend to attend the Annual General Meeting, please vote as soon as possible to make sure that your shares are represented. You may vote via the internet, by phone or by mail by signing, dating and returning your proxy card in the envelope provided. To ensure your vote is counted, please ensure that your proxy vote is submitted through the relevant channels by not later than 00:01 BST on Wednesday, 25 June 2025.
We consider all resolutions proposed to shareholders at the Annual General Meeting to be standard business. You will find an explanation of each resolution within the Explanatory Notes on pages 3 to 15 of this pack. The Company's board of directors (the "Board") considers that all the resolutions to be put to the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. The Board unanimously recommends that you vote in favor of each of the proposed resolutions, as the members of the Board intend to do in respect of their beneficial holdings.
Thank you for your continued support of Ferroglobe.
Yours sincerely,
Javier Lopez Madrid
Executive Chairman
FerrogLobe
FERROGLOBE PLC
(a public limited company having its registered office at The Scalpel, 18th Floor, 52 Lime Street, London, EC3M 7AF, United Kingdom and incorporated in England and Wales with company number 9425113)
NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
To the holdets of ordinary shares of Ferroglobe Plc ("Ferroglobe" or the "Company"):
Notice is hereby given that Ferroglobe's Annual General Meeting of shareholders will be held on Thursday, 26 June 2025 at 14:00 (British Summer Time), at the offices of the Company at 13 Chesterfield Street, London, WU SJN, U.K.
The business of the Annual General Meeting will be to consider and, if thought fit, pass the resolutions below. All resolutions will be proposed as ordinary resolutions. Explanations of the resolutions are given in the explanatory notes on pages 3 to 15 of this Annual General Meeting notice and additional information on voting at the Annual General Meeting can be found on pages 15 to 16. All resolutions will be put to vote on a poll, where each shareholder has one vote for each share held.
Certain of the resolutions that shareholders of the Company will be asked to consider may not be familiar to them because, unlike many companies with shares traded on the Nasdaq Capital Market ("Nasdaq"), the Company is incorporated under the laws of England and Wales and is therefore subject to the U.K. Companies Act 2006 (the "Companies Act"). The Companies Act obliges the Company to propose certain matters to shareholders for approval that would generally not be subject to periodic approval by shareholders of companies incorporated in the United States but would be considered routine items for approval by shareholders of companies incorporated in England and Wales.
ORDINARY RESOLUTIONS:
U.K. Annual Report and Accounts 2024
THAT the directors' and auditor's reports and the accounts of the Company for the financial year ended 31 December 2024 (the "U.K. Annual Report and Accounts") be received.
Directors' Remuneration
THAT the directors' remuneration policy (the "Remuneration Policy"), as set out on pages 43 to 57 of the U.K. Annual Report and Accounts be approved.
THAT the directors' annual report on remuneration for the financial year ended 31 December 2024 (excluding, for the avoidance of doubt, any part of the Directors' remuneration report containing the directors' remuneration policy), as set out on pages 39 to 42 and 58 to 68 of the U.K. Annual Report and Accounts be approved.
Autllority for Certain Donation.s and ExpenJiture
THAT, in accordance with Part 14 of the Companies Act and in substitution for any previous authorities given to the Company (and its subsidiaries), the Company (and all companies that
are subsidiary of the Company at any time during the period for which this resolution has effect) be authorized to: (i) make political donations to political parties or independent election candidates; (ii) make political donations to political organizations other than political parties, and (iii) incur political expenditure, in each case, as such terms are defined in the Companies Act, provided that with respect to each of the foregoing categories, any such donations or expenditure made by the Company, or a subsidiary of the Company, do not in the aggregate exceed £100,000. Such authority shall expire at the conclusion of the Company's next annual general meeting. For the purposes of this resolution, the authorized sum may comprise sums in different currencies that shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.
Renewed Equity Incentive Plan
THAT the rules of the Ferroglobe Plc Equity Incentive Plan in a proposed updated form (the "Renewed EIP"), the principal terms of which are summarised in this Notice, and a copy of which are produced in draft to this meeting and initialled by the Chair of the meeting for the purpose of identification, be and are hereby approved for adoption by the directors of the Company.
Directors' Re-election
THAT Javier Lfipez Madrid be re-elected as a director.
THAT Marco Levi be re-elected as a director.
THAT Marta de Amusategui y Vergara be re-elected as a director.
THAT Bruce L. Crockett be re-elected as a director.
THAT Stuart E. Eizenstat be re-elected as a director.
THAT Manuel Garrido y Ruano be re-elected as a director.
THAT Juan Villar-Mir de Fuentes be re-elected as a director.
THAT Belen Villalonga Morenés be re-elected as a director.
THAT Silvia Villar-Mir de Fuentes be re-elected as a director.
THAT Nicolas De Santis be re-elected as a director.
THAT Rafael Barrilero Yarnoz be re-elected as a director.
Re-appointment of Auditor
THAT KPMG LLP be re-appointed as auditor of the Company to hold office from the conclusion of the Annual General Meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
Remuneration of Auditor
THAT the Audit Committee of the Board be authorized to determine the auditor's remuneration.
Thomas Wiesner Company Secretary 22 May 2025
The Board is required to present at the Annual General Meeting the U.K. Annual Report and Accounts for the financial year ended 31 December 2024, including the Directors' Report and the Auditor's Report on the U.K. Annual Report and Accounts and on those parts of the Directors' Remuneration Report which have been audited.
Resolution 1 is an advisory vote and in accordance with its obligations under English law, the Company will provide shareholders at the Annual General Meeting with the opportunity to receive the
U.K. Annual Report and Accounts and ask any relevant and appropriate questions on the U.K. Annual Report and Accounts of the Board and or auditors in attendance at the Annual General Meeting.
Resolutions 2 and 3 deal with the remuneration of the directors and seek approval of the Remuneration Policy and of the remuneration of the Directors during the year under review.
Resolution 2 is a binding vote to approve the Company's proposed Remuneration Policy. Under English law, a company's directors' remuneration policy must be put to its shareholders for approval at least once every three years. The Company's current directors' remuneration policy was last approved by shareholders in 2022 and has been subject to extensive review by the Company's Compensation Committee and Nominations and Governance Committee. As a result of this review, a new Remuneration Policy, incorporating some changes to that approved in 2022 to enhance the operation of the Remuneration Policy, is now put to the shareholders for approval. If approved, the new Remuneration Policy will take effect immediately following the conclusion of the Annual General Meeting. There is more information on the Remuneration Policy, including the changes proposed to the policy approved in 2022 together with supporting rationale, on pages 43 to 57 of the U.K. Annual Report and Accounts.
Resolution 3 is an advisory vote to approve the directors' annual remuneration report for the financial year ended 31 December 2024. The directors' remuneration report is set out on pages 39 to 42 and 58 to 68 of the U.K. Annual Report and Accounts. It provides information on the remuneration of the directors for 2024 and that proposed for 2025; it includes a statement by the Chairman of the Compensation Committee but excludes the Remuneration Policy proposed for approval in resolution 2.
The Company is seeking authority under this resolution to allow the Company and any of its subsidiaries to make political donations or incur political expenditure up to a limit of £100,000 for each category of donation or expenditure set out in the resolution. It is not the Company's policy or intention to make political donations or expenditures, and no political donations were made in the financial year ended 31 December 2024. However, it is possible that certain routine activities undertaken by the Company and its subsidiaries might unintentionally fall within the scope of the provisions controlling political donations and expenditure, which are very broad and open to interpretation. Any political donations or expenditure regulated by the Companies Act must be approved by shareholders at a general meeting and must be disclosed in the annual report for the financial year ending 31 December 2025. Accordingly, in common with many other UK public companies, the directors seek shareholders' approval for political donations and expenditure to be made by the Company and its subsidiaries, to avoid inadvertently contravening the Companies Act. The authority being sought will take effect from the end of the Annual General Meeting until the end of next year's annual general meeting (or, if earlier, 15 months from the date of the Annual General Meeting), until renewed, revoked or varied by the Company in a general meeting.
The Company's long-term incentive arrangement for the Company's executive directors and other selected Group employees is the Ferroglobe Plc Equity Incentive Plan (the "EIP").
The Compensation Committee of the Board (the "Compensation Committee") has concluded that shareholder authority should be sought under Resolution 5 for the approval and adoption of an updated form of the EIP (the "Renewed EIP").
The rules of the Renewed EIP reflect developments in good practice for long-term incentive plan design and take forward many of the features of the EIP.
The terms of awards granted under the Renewed EIP to the Company's executive directors shall necessarily align with the applicable shareholder approved Directors' Remuneration Policy.
Details of the use of the Renewed EIP in connection with award policy for the Company's executive directors is as fully detailed in the proposed new Directors' Remuneration Policy (approval for which is being sought under Resolution 2).
The rules of the Renewed EIP will be available for inspection from the date of this letter at the Company's registered offices in London and will also be available for inspection at the place of the meeting for at least 15 minutes before and during the meeting.
A summary of the principal terms of the Renewed EIP is set out below.
Operation and eligibilit y
The Compensation Committee will supervise the operation of the Renewed EIP.
All employees of the Group (including executive directors) will be eligible to participate in the Renewed EIP at the discretion of the Compensation Committee.
Grant of awards
The Compensation Committee may grant the following types of awards to acquire Ordinary Shares under the Renewed EIP: (i) performance share awards, (ii) deferred share awards, (iii) deferred share bonus awards and (iv) market value option awards.
Performance share awards, deferred share awards and deferred share bonus awards may be structured either as conditional share awards or as nil (or nominal) cost options.
No payment is required for the grant of an award. Awards are not transferable, except on
death.
Awards are not pensionable.
Timing of grants
The Compensation Committee may grant awards within six weeks following the Company's announcement of the Group's results for any period. The Compensation Committee may also grant awards within six weeks of Shareholder approval of the Renewed EIP and at any other time when it considers there to be exceptional circumstances which justify the granting of awards.
Individual limits
An employee may not receive awards in aggregate in any financial year over Ordinary Shares having a market value in excess of five times their annual basic salary in that financial year.
Disclaimer
Ferroglobe plc published this content on May 23, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 23, 2025 at 16:22 UTC.