This document comprises a prospectus relating to Ferrexpo plc (the “Company” and, together with its subsidiaries, the “Group”) prepared in accordance with the Prospectus Rules made under Section 73A of the Financial Services and Markets Act 2000 (the “FSMA”). Application has been made to the Financial Services Authority and to the London Stock Exchange plc (the “London Stock A3.6.1 Exchange”) for the Ordinary Shares of the Company, issued and to be issued in connection with the Global Offer, to be admitted to the Official List of the Financial Services Authority and for such Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities. Admission to the Official List together with admission to trading on the London Stock Exchange’s main market for listed securities (together, “Admission”) will constitute admission to listing on a regulated market. Conditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange on 15 June 2007. It is expected that Admission will become effective and that unconditional dealings will commence in the Ordinary Shares at 8.00 a.m. (London time) on 20 June 2007. All dealings before the commencement of unconditional dealings will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. The Company and its Directors (whose names appear on page 32 of this document) accept responsibility for the information A1.1.1 contained in this document. To the best of the knowledge and belief of the Company and the Directors (who have taken all A1.1.2 reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and A3.1.1 contains no omission likely to affect the import of such information. A3.1.2 For a discussion of certain risks and other factors that should be considered in connection with an investment in the Ordinary Shares, see “Risk factors”. Ferrexpo plc (incorporated and registered in England and Wales under the Companies Act 1985 with registered number 5432915) A3.4.1 Global Offer of 152,097,932 Ordinary Shares of 10 pence each at an Offer Price of 140 pence A3.5.1.2 and admission to the Official List of the Financial Services Authority A3.5.3.1 and to trading on the London Stock Exchange Sponsor, Financial Adviser, Global Co-ordinator and Joint Bookrunner JPMorgan Cazenove Joint Bookrunner Deutsche Bank Expected ordinary share capital immediately following the Global Offer A3.4.4 (and assuming no exercise of the Manager’s Option) Authorised Issued Number Amount Number Amount 800,000,000 £80,000,000 606,070,850 £60,607,085 The New Ordinary Shares will, on Admission, rank pari passu in all aspects with the Existing Ordinary Shares and will rank in full for all dividends declared, made or paid on the Ordinary Shares after Admission. In connection with the Global Offer, JP Morgan Cazenove, as Stabilising Manager, or any of its agents may (but will be under A3.5.2.5(a) no obligation to) over-allot or effect other transactions which stabilise or maintain the market price of the Ordinary Shares or any options, warrants or rights with respect to, or interests in, the Ordinary Shares, in each case at a higher level than might A3.6.5.4 otherwise prevail in the open market. Such transactions may commence on or after the date of publication of the Offer Price A3.5.2.5(b) and will end no later than 30 calendar days thereafter. Such transactions may be effected on the London Stock Exchange, the over-the-counter market or otherwise. There is no assurance that such transactions will be undertaken and, if commenced, they may be discontinued at any time. Save as required by law or regulation, it is not intended that the Stabilising Manager will disclose the extent of any over-allotments and/or stabilisation transactions in relation to the Global Offer. In connection with the Global Offer, the Stabilising Manager may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 7 per cent. of the total number of Ordinary Shares comprised in the Global Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, the Stabilising Manager has entered into the Manager’s Option with the Option Shareholder, pursuant to which the Stabilising Manager may purchase, or procure purchasers for, additional Existing Ordinary Shares up to a maximum of 7 per cent. of the total number of Ordinary Shares comprised in the Global Offer at the Offer Price. The Manager’s Option will be exercisable in whole or in part at any time during the period commencing on the date of publication of the Offer Price and ending 30 calendar days thereafter. Any Option Shares made available pursuant to the Manager’s Option will rank pari passu in all respects with the Ordinary Shares, including for all dividends and other distributions declared, made or paid on the Ordinary Shares, will be purchased on the same terms and conditions as the Ordinary Shares being issued and sold in the Global Offer, and will form a single class for all purposes with the other Ordinary Shares. JPMorgan Cazenove has been appointed as Sponsor, Financial Adviser, Global Co-ordinator and Joint Bookrunner and Deutsche Bank has been appointed as Joint Bookrunner, both of which are advising the Company and no one else in connection with the Global Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing any advice in relation to the Global Offer or Admission. JPMorgan Cazenove is authorised and regulated in the United Kingdom by the Financial Services Authority. Deutsche Bank is authorised under German banking Law (competent authority: BaFin - Federal Financial Services Authority) and with respect to UK commodity derivatives business by the Financial Services Authority, and is regulated by the Financial Services Authority for the conduct of UK business. The Ordinary Shares offered by this Prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or under the applicable securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities A3.5.2.1 Act. The Ordinary Shares are being offered solely outside the United States in offshore transactions to selected institutional investors in reliance on Regulation S under the Securities Act. Certain restrictions on transfers of the Ordinary Shares are described in “The Global Offer and related matters – Securities laws and restrictions on transfer- United States” in Part V. The Global Offer being made by means of this Prospectus is being made in the United Kingdom by means of an institutional offer. This Prospectus does not constitute an offer, or the solicitation of an offer, to subscribe for or buy any Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, subject to certain exceptions, is not for distribution in Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares may not be offered or sold in Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan. The distribution of this Prospectus in certain jurisdictions may be restricted by law and therefore persons into whose possession this Prospectus comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The offer and sale of Ordinary Shares and the distribution of this Prospectus are subject to the restrictions described in “The Global Offer and related matters – Securities laws and restrictions on transfer” in Part V. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been so authorised. Neither the delivery of this Prospectus nor any subscription or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Group since the date hereof or that the information in this Prospectus is correct as of any time subsequent to the date of this Prospectus, save for such statements as are required by law or regulation to refer to one or more future dates. Apart from the liabilities and responsibilities, if any, which may be imposed on JPMorgan Cazenove or Deutsche Bank by the FSMA or the regulatory regime established thereunder, JPMorgan Cazenove and Deutsche Bank accept no responsibility whatsoever for the contents of this Prospectus or for any other statement made or purported to be made by them or on their behalf in connection with the Company, the Ordinary Shares or the Global Offer. JPMorgan Cazenove and Deutsche Bank accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above) which they might otherwise have in respect of this Prospectus or any such statement. The content of this Prospectus is not to be construed as legal, business or tax advice.