Ferrexpo PLC

###### Governance

#### GOVERNANCE OF CLIMATE CHANGE RISK

###### Ensuring that climate change risks and opportunities are covered effectively within Ferrexpo's governance structure.

Ferrexpo's Board of Directors (the "Board") oversees the Group's strategy and future direction, which includes overall responsibility for sustainability and climate change topics. In addition to discussions at meetings of the Board, the Board also has a sub-committee of the Board – the Health, Safety, Environment and Climate Change ("HSEC") committee. The HSEC committee is chaired by Independent Nonexecutive Director Ann-Christin Andersen, and comprises of Independent Non-executive Directors and members of the executive management team. The HSEC Committee meets on a quarterly basis to discuss sustainability topics, meeting four times in 2021 (2020: four). Climate change is a standing agenda item for all HSEC committee meetings and all Board meetings.

Further to the HSEC Committee, our Executive Committee oversees implementation of the Group's strategy in relation to climate change. This committee is chaired by the Group's CEO, Jim North, and is assisted by the other committee members who span the key functions of our business.

###### Executive remuneration

Our remuneration policy includes consideration for sustainability-linked topics in the Short-Term Incentive Plan for executives, such as targets on an annual basis that are intended to help deliver our medium-term (2030) carbon reduction goals

on Scope 1 and Scope 2 emissions, as well as elevating the production of higher grade direct reduction ("DR") iron ore pellets, which are key to lowering the Group's Scope 3 emissions.

###### Risk management

The table opposite depicts the Group's governance structures and risk management process, which includes risks associated with climate change. Further details of the Group's governance structures and the Board's role in overseeing its strategy on climate change are provided in the 2021 Annual Report and Accounts.

###### Board oversight

The HSEC Committee is a sub-committee of the Board of Directors and is Chaired by Independent Non-executive Director AnnChristin Andersen. Other members include

- Natalie Polischuk (Independent Non-executive Director);

- Jim North (CEO and Executive Director);

- Yuriy Khimich (Head of the Ferrexpo Charity Fund); and

- Nataliya Storozh (Head of Safety, Ferrexpo Poltava Mining).

Further details of the HSEC Committee are [available on the Group's website (link here).](https://www.ferrexpo.com/about-ferrexpo/corporate-governance/board-committees/)

In order to maintain strong levels of corporate governance, to 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 Finance, Risk Management and Compliance Committee ("FRMCC"), an executive sub-committee of the Board, met ten times in 2020, and is charged with ensuring that systems and procedures are in place for the Group to comply with laws, regulations and ethical standards. The FRMCC is attended by the Group Compliance Officer and, as necessary, by the local compliance officers from the operations, who present regular reports and ensure that the FRMCC is given prior warning of regulatory changes and their implications for the Group. 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 2010, the Modern Slavery Act, the Criminal Finances Act, and the EU General Data Protection Regulation)."
"Community support activities took place exclusively in Ukraine and donations were made within a Board-approved framework agreed annually at the time of setting the budget; they are subject to the internal control and approval limits applicable within the individual subsidiaries of the Group, which are set by the Board. The Board exercises control of the local charitable spending via its Health, Safety, Environment and Community ("HSEC") Committee, which oversees and directs these activities and receives reports detailing the spend. [...] The Audit Committee reviewed reporting from the external auditors in relation to their procedures on HSEC Committee as part of their audit of the Group.

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.](http://www.ferrexpo.com) [...] The Board is supported by the HSEC Committee, which has been delegated management of climate-related issues by the Board. The HSEC Committee receives information about climate-related issues through activities such as internal briefings by members of the executive management team, other management and colleagues, and briefings from external advisors. The HSEC Committee reports the Group's progress on climate change related matters, including progress against climate-related goals and targets to the Board on a quarterly basis. A monthly HSEC Report is also provided to and discussed by the Executive Committee. [...] The HSEC Committee comprises the following members: – Fiona Macaulay, Senior Independent Non-executive Director, and Interim Chair of the HSEC Committee. – Yuriy Khimich, Ferrexpo Belanovo Mining General Director, and Chair of the local Corporate Social Responsibility Committee. – Greg Nortje, Group Chief Human Resources Officer. – Nataliya Storozh, Health and Safety Director, Ferrexpo Poltava Mining.