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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the Month of May, 2018

Commission File Number: 001-37668

FERROGLOBE PLC
(Name of Registrant)

2nd Floor West Wing, Lansdowne House
57 Berkeley Square
London, W1J 6ER
(Address of Principal Executive Office)

          Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ý   Form 40-F o

          Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

          Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

          Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o   No ý

          If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

   


2018 Annual General Meeting of Ferroglobe PLC

          On May 30, 2018, Ferroglobe PLC ("Ferroglobe" or the "Company") released its Notice of 2018 Annual General Meeting ("2018 AGM") and Annual Report and Accounts for the fiscal year ended December 31, 2017.

Exhibits

          Reference is made to the Exhibit Index included hereto.



SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 30, 2018

    FERROGLOBE PLC

 

 

By:

 

PEDRO LARREA PAGUAGA

        Name:   Pedro Larrea Paguaga
        Title:   Chief Executive Officer


EXHIBIT INDEX

  Exhibit No.   Description
  99.1   Notice of Annual General Meeting dated May 29, 2018

 

99.2

 

Ferroglobe PLC Annual Report and Accounts for the fiscal year ended December 31, 2017

 

99.3

 

Extracts from the 2017 Form 20-F

 

99.4

 

Form of Proxy Card for 2018 Annual General Meeting



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SIGNATURES
EXHIBIT INDEX

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Exhibit 99.1

LOGO

FERROGLOBE PLC

(a public limited company having its registered office at 5 Fleet Place, London, EC4M 7RD, United
Kingdom and incorporated in England and Wales with company number 9425113)

May 29, 2018

Dear Shareholder

2018 Annual General Meeting of Shareholders of Ferroglobe Plc ("Ferroglobe" or the "Company")

I am pleased to invite you to attend Ferroglobe's annual general meeting of its shareholders (the "Annual General Meeting"), to be held at 10:00 a.m. (British Summer Time) on Wednesday, June 27, 2018 at the Mayfair Hotel, Stratton Street, Mayfair, London, W1J 8LT, United Kingdom. The accompanying notice of Annual General Meeting 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.

Recommendation

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 three to ten 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 favour 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 López Madrid
Executive Chairman


LOGO

FERROGLOBE PLC

(a public limited company having its registered office at 5 Fleet Place, London, EC4M 7RD, United
Kingdom and incorporated in England and Wales with company number 9425113)

NOTICE OF 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To the holders 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 Wednesday, June 27, 2018 at 10:00 a.m. (British Summer Time), at the Mayfair Hotel, Stratton Street, Mayfair, London, W1J 8LT, United Kingdom ("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 three to ten of this Annual General Meeting notice and additional information for those entitled to attend the Annual General Meeting can be found on pages eleven to fourteen. 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 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 2017

1.
THAT the directors' and auditor's reports and the accounts of the Company for the financial year ended December 31, 2017 (the "U.K. Annual Report and Accounts") be received.

Directors' 2017 remuneration report (the "Directors' Remuneration Report")

2.
THAT the directors' remuneration report (excluding that part containing the directors' remuneration policy) for the year ended December 31, 2017 be received and approved.

1


Directors' election

3.
THAT Pedro Larrea Paguaga be elected as a director.

4.
THAT Pierre Vareille be elected as a director.

5.
THAT José María Alapont be elected as a director.

Directors' re-election

6.
THAT Javier López Madrid be re-elected as a director.

7.
THAT Donald G. Barger, Jr. be re-elected as a director.

8.
THAT Bruce L. Crockett be re-elected as a director.

9.
THAT Stuart E. Eizenstat be re-elected as a director.

10.
THAT Manuel Garrido y Ruano be re-elected as a director.

11.
THAT Greger Hamilton be re-elected as a director.

12.
THAT Javier Monzón be re-elected as a director.

13.
THAT Juan Villar-Mir de Fuentes be re-elected as a director.

Appointment of Auditor

14.
THAT Deloitte LLP be 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

15.
THAT the Audit Committee of the Board be authorised to determine the auditor's remuneration.


Dorcas Murray
Company Secretary

May 29, 2018

2


Explanatory notes to the resolutions

Resolution 1 (U.K. Annual Report and Accounts 2017)

The Board is required to present at the Annual General Meeting the U.K. Annual Report and Accounts for the financial year ended December 31, 2017, including the Directors' Report, the Auditor's Report on the U.K. Annual Report and Accounts and 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 of the representative of Deloitte LLP in attendance at the Annual General Meeting.

Resolution 2 (Directors' Remuneration Report)

Resolution 2 is an advisory vote to approve the directors' remuneration report for the year ended December 31, 2017 as required by sections 439 and 440 of the Companies Act and the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. The directors' remuneration report is set out on pages 27 to 56 of the U.K. Annual Report and Accounts; this advisory vote relates to those parts of the report which detail implementation of the directors' remuneration policy in the financial year ended December 31, 2017.

Resolutions 3 to 13 (directors seeking election or re-election)

Any director appointed by the Board since the last Annual General Meeting must stand for election at the next Annual General Meeting. The following directors were appointed by the Board following the last Annual General Meeting and now stand for election:

In line with best practice in corporate governance, all our directors retire annually and, if agreed with them that they will continue in office, they offer themselves for re-election by the shareholders.

The biographies of the directors standing for election or re-election at the Annual General Meeting are set out below to enable shareholders to make an informed decision on their election or re-election, as appropriate. The dates of appointment under "Roles at Ferroglobe" show each director's date of appointment to the Board of Directors or Committees of Ferroglobe. Several of our directors have also held roles at Grupo FerroAtlántica S.A.U. (FerroAtlántica) or Globe Speciality Metals, Inc. (Globe). On December 23, 2015 FerroAtlántica merged with Globe through corporate transactions (the Business Combination) to form the Ferroglobe group of companies under Ferroglobe's ownership.

        Pedro Larrea Paguaga    
        Roles at Ferroglobe:    
       

Chief Executive Officer (from December 23, 2015);

   
       

Director (from June 28, 2017).

   

3


        Experience:    
       

Chairman of FerroAtlántica (from 2012 to 2015);

   
       

Chief Executive Officer (CEO) of FerroAtlántica (from 2011 to 2015);

   
       

Various executive roles at Endesa, the biggest power company in Spain and Latin America, including as Chairman and CEO of Endesa Latinoamérica, with total revenues above €8 billion and EBITDA above €3 billion (from 1996 to 2009);

   
       

Board director of Enersis (2007 to 2009) and Endesa Chile (1999 to 2002 and 2006 to 2007), both public Chilean companies listed on the NYSE;

   
       

Management consulting roles with PwC (2010 to 2011), where he led the energy sector practice in Spain, and McKinsey & Company in Spain, Latin America and the United States (1989 to 1995).

   
        Qualifications and awards:    
       

Mining Engineering degree (MSc equivalent) from Universidad Politécnica de Madrid (graduated with honours);

   
       

M.B.A. from INSEAD (awarded the Henry Ford II award for academic excellence).

   

 

 

 

 

Pierre Vareille

 

 
        Roles at Ferroglobe:    
       

Member of the Audit and Compensation Committees (from January 1, 2018);

   
       

Non-executive director (from October 26, 2017).

   
        Other appointments:    
       

Chairman of the Board of Societe BIC SA (from 2009 as a director and 2018 as Chairman);

   
       

Board director and member of the Remuneration and Selection Committee of Etex SA (from 2017);

   
       

Board director and member of the Audit Committee of Verallia (from 2015);

   
       

Board director and member of the Remuneration Committee of Outokumpu Oyj (from 2018);

   
       

Founder and Co-Chairman of the Vareille Foundation (from 2014).

   
        Experience:    
       

CEO of Constellium NV (from 2012 to 2016);

   
       

Chairman and CEO of FCI SA (from 2008 to 2012);

   
       

Group Chief Executive of Wagon PLC (from 2004 to 2007);

   
       

Extensive experience in the metals and manufacturing sectors and in the management of global industrial companies.

   
        Qualifications and awards:    
       

Graduate of the Ecole Centrale de Paris, the French engineering school;

   
       

Degree in Economics and Finance from the Sorbonne University, Paris, France.

   

 

 

 

 

José María Alapont

 

 
        Roles at Ferroglobe:    
       

Member of the Audit and Compensation Committees (from May 16, 2018);

   
       

Non-executive director (from January 24, 2018).

   

4


        Other appointments:    
       

Board director of Ashok Leyland Ltd (from 2017), where he is also a member of the Investment, Technology and Nomination and Remuneration Committees;

   
       

Board director of Navistar Inc. (from 2016) where he is also Chair of the Nomination and Governance Committee and a member of the Finance Committee (from 2018);

   
       

Board director of Hinduja Investments and Project Services Ltd (from 2016);

   
       

Board director of Hinduja Automotive Ltd (from 2014).

   
        Experience:    
       

President and CEO of Federal-Mogul Corporation, the automotive powertrain and safety components supplier (from March 2005 to 2012), Chairman of its Board (from 2005 to 2007) and member of the Board (from 2005 to 2013);

   
       

CEO and member of the Board of Fiat Iveco, S.p.A., a leading global manufacturer of commercial trucks and other specialised vehicles (from 2003 to 2005);

   
       

Executive, Vice President and President positions for more than 30 years at other leading global vehicle manufacturers and suppliers such as Ford Motor Company, Delphi Corporation and Valeo S.A (prior to 2003);

   
       

Member of the Board of The Manitowoc Company Inc. (from 2016 to 2018);

   
       

Member of the Board of Mentor Graphics Corp. (from 2011 to 2012);

   
       

Member of the Davos World Economic Forum (from 2000 to 2011).

   
        Qualifications and awards:    
       

Industrial Engineering degree from the Technical School of Valencia;

   
       

Philology degree from the University of Valencia in Spain.

   

 

 

 

 

Javier López Madrid

 

 
        Roles at Ferroglobe:    
       

Executive Chairman (from December 31, 2016);

   
       

Chairman of Nominations Committee (from January 1, 2018);

   
       

Executive Vice-Chairman (from December 23, 2015 to December 31, 2016);

   
       

Director (from February 5, 2015).

   
        Other appointments:    
       

CEO of Grupo Villar-Mir,  S.A.U (Grupo VM), former owner of FerroAtlántica and the Company's largest shareholder (from 2008);

   
       

Member of the World Economic Forum, Group of Fifty;

   
       

Member of the Board of Fundación Juan Miguel Villar Mir and various institutions, including Patronato Fundacion Principe Asturias and Fundacion Codespa.

   
        Experience:    
       

Founder and largest shareholder of Financiera Siacapital, S.L.U.;

   
       

Founder of Tressis Sociedad de Valores, S.A., Spain's largest independent private bank.

   
        Qualifications and awards:    
       

Master in Law and Business from ICADE University.

   

5



 

 

 

 

Donald G. Barger Jr.

 

 
        Roles at Ferroglobe:    
       

Chairman of the Compensation Committee and a member of Nominations Committee (from January 1, 2018);

   
       

Non-executive director (from December 23, 2015);

   
       

Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee (from December 23, 2015 to December 31, 2017).

   
        Experience:    
       

Member of the Globe Board from December 2008 until the closing of the Business Combination and Chairman of Globe's Audit and Compensation Committees;

   
       

Successful 36-year business career in manufacturing and services companies, including:

   
       

o

Vice President and Chief Financial Officer of YRC Worldwide Inc. (formerly Yellow Roadway Corporation), one of the world's largest transportation service providers (from 2000 to 2007) and advisor to the CEO until his retirement (2007 to 2008);

   
       

o

Vice President and Chief Financial Officer of Hillenbrand Industries Inc., a provider of services and products for the health care and funeral services industries (from 1998 to 2000);

   
       

o

Vice President of Finance and Chief Financial Officer of Worthington Industries, Inc., a diversified steel processor (from 1993 to 1998);

   
       

o

Member of the Board of Gardner Denver, Inc. and its Audit Committee for his entire 19-year tenure until the company's sale in July 2013, He served as Chair of the Committee for 17 of those years;

   
       

o

Member of the Board of Quanex Building Products Corporation for 16 years, retiring in February 2012. He served on its Audit Committee for 14 years and was its Chair for most of that time;

   
       

Considered a "financial expert" for SEC purposes on all the public company boards on which he has served.

   
                 Qualifications and awards:    
       

B.S. degree from the U.S. Naval Academy;

   
       

M.B.A. from the University of Pennsylvania.

   

 

 

 

 

Bruce L. Crockett

 

 
                 Roles at Ferroglobe:    
       

Member of the Compensation Committee (from January 1, 2018);

   
       

Non-executive director and member of the Audit Committee (from December 23, 2015).

   
        Other appointments:    
       

Chairman of the Invesco Mutual Funds Group Board of Directors and member of its Audit, Investment and Governance Committees (from 1991 in the case of the Board; 2003 as Chairman; and on the board of predecessor companies from 1978);

   
       

Board director of (from 2013) and Audit Committee Chair of ALPS Property & Casualty Insurance Company (from 2014);

   

6


       

Chairman of Crockett Technologies Associates (from 1996) and a private investor;

   
       

Life trustee of the University of Rochester.

   
        Experience:    
       

Member of Globe's Board from April 2014 until the closing of the Business Combination and a member of Globe's Audit Committee;

   
       

President and CEO of COMSAT Corporation (from 1992 until 1996) and President and Chief Operating Officer (from 1991 to 1992). Held various other operational and financial positions at COMSAT from 1980, including Vice President and Chief Financial Officer;

   
       

Member of the Board of Ace Limited (from 1995 until 2012);

   
       

Member of the Board of Captaris, Inc. (from 2001 until its acquisition in 2008) and Chairman (from 2003 to 2008).

   
        Qualifications and awards:    
       

A.B. degree from the University of Rochester;

   
       

B.S. degree from the University of Maryland;

   
       

M.B.A. from Columbia University;

   
       

Honorary Doctor of Law degree from the University of Maryland.

   

 

 

 

 

Stuart E. Eizenstat

 

 
        Roles at Ferroglobe:    
       

Member of the Corporate Governance Committee (from January 1, 2018) and the Nominations Committee (from May 16, 2018);

   
       

Non-executive director (from December 23, 2015);

   
       

Member of the Nominating and Corporate Governance Committee (from December 23, 2015 to December 31, 2017).

   
        Other appointments:    
       

Senior Counsel of Covington & Burling LLP in Washington, D.C. and head of its international practice (from 2001);

   
       

Member of the Advisory Boards of GML Ltd. (from 2003) and of the Office of Cherifien de Phosphates (from 2010);

   
       

Trustee of BlackRock Funds (from 2001).

   
        Experience:    
       

Member of the Globe Board from 2008 until the closing of the Business Combination and Chair of its Nominating Committee;

   
       

Member of the Board of Alcatel-Lucent (from 2008 to 2016);

   
       

Member of the Board of United Parcel Service (from 2005 to 2015);

   
       

Special Adviser to Secretaries of State Clinton and Kerry on Holocaust-Era Issues (from 2009 to 2017);

   
       

Special Representative of the President and Secretary of State on Holocaust Issues during the Clinton Administration (from 1993 to 2001);

   
       

Deputy Secretary of the United States Department of the Treasury (from 1999 to 2001);

   
       

Under Secretary of State for Economic, Business and Agricultural Affairs (from 1997 to 1999);

   

7


       

Under Secretary of Commerce for International Trade (from 1996 to 1997);

   
       

U.S. Ambassador to the European Union (from 1993 to 1996);

   
       

Chief Domestic Policy Advisor in the White House to President Carter (from 1977 to 1981);

   
       

Author of "Imperfect Justice: Looted Assets, Slave Labor, and the Unfinished Business of World War II"; "The Future of the Jews: How Global Forces are Impacting the Jewish People, Israel, and its Relationship with the United States"; and "President Carter: The White House Years".

   
        Qualifications and awards:    
       

B.A. in Political Science, cum laude and Phi Beta Kappa, from the University of North Carolina at Chapel Hill;

   
       

J.D. from Harvard Law School;

   
       

Eight honorary doctorate degrees and awards from the United States, French, German, Austrian, Belgian and Israeli governments.

   

 

 

 

 

Manuel Garrido y Ruano

 

 
        Roles at Ferroglobe:    
       

Member of the Corporate Governance Committee (from January 1, 2018);

   
       

Member of the Nominating and Corporate Governance Committee (from May 30, 2017 to December 31, 2017);

   
       

Non-executive director (from May 30, 2017).

   
        Other appointments:    
       

Chief Financial Officer of Grupo VM (since 2003) and member of the Board or on the steering committee of a number of its subsidiaries in the energy, financial, construction and real estate sectors;

   
       

Professor of Communication and Leadership of the Graduate Management Program at CUNEF in Spain.

   
        Experience:    
       

Member of the steering committee of FerroAtlántica until 2015, having previously served as its Chief Financial Officer (from 1996 to 2003);

   
       

Worked with McKinsey & Company from 1991 to 1996, specialising in restructuring, business development and turnaround and cost efficiency projects globally.

   
        Qualifications and awards:    
       

Masters of Civil Engineering with honours from the Universidad Politecnica de Madrid;

   
       

M.B.A. from INSEAD.

   

 

 

 

 

Greger Hamilton

 

 
        Roles at Ferroglobe:    
       

Chairman of the Audit Committee (from December 23, 2015);

   
       

Member of the Corporate Governance Committee (from January 1, 2018);

   
       

Member of the Compensation Committee (from December 23, 2015 to December 31, 2017);

   
       

Non-executive director (from December 23, 2015).

   

8


        Other appointments:    
       

Managing Partner of Ovington Financial Partners Ltd (from 2009);

   
       

Co-founder and director of the BrainHealth Club (from 2016).

   
        Experience:    
       

Partner at European Resolution Capital Partners, where he assisted in the restructuring of international banks in 16 countries (from 2009 to 2014);

   
       

Managing Director at Goldman Sachs International (1997 to 2008);

   
       

He began his career at McKinsey and Company, where he worked from 1990 to 1997.

   
        Qualifications and awards:    
       

B.A. in Business Economics and International Commerce from Brown University.

   

 

 

 

 

Javier Monzón

 

 
        Roles at Ferroglobe:    
       

Chairman of the Corporate Governance Committee and member of the Nominations Committee (from January 1, 2018);

   
       

Senior Independent Director (from October 26, 2017);

   
       

Chairman of the Compensation Committee and member of the Audit Committee (from December 23, 2015 to December 31, 2017);

   
       

Non-executive director (from December 23, 2015).

   
                 Other appointments:    
       

Member of the Board of Promotora de Informaciones SA (PRISA) (from November 2017), Vice Chairman of the Board (from February 2018) and Senior Independent Director (from April 2018). Also, Chairman of the Nominations, Compensation and Corporate Governance Committees;

   
       

Board director of Santander Espana (from June 2015) and senior advisor to the Group Executive Chairman;

   
       

Board director of 4IQ (from April 2017);

   
       

Board director of ACS Servicios y Concesiones, S.A. (from 2004).

   
        Experience:    
       

Chairman and CEO of Indra Sistemas, S.A. (from 1992 until 2015);

   
       

Member of the Supervisory Board of Lagardere (from 2008 to 2017);

   
       

Member of the Board of ACS (from 2004 to 2017);

   
       

Partner at Arthur Andersen (from 1989 to 1990);

   
       

Chief Financial Officer of Telefonica S.A. (from 1984 to 1987) and Executive Vice President and Chairman of Telefonica International, S.A. (from 1987 to 1989);

   
       

He began his career at Caja Madrid, where he was a Corporate Banking Director.

   
       

Not-for profit activities include:

   
       

o

Chairman of the Executive Committee of Fundación CYD (Knowledge and Development Foundation) (from 2003);

   
       

o

Member of the Board of Endeavor Spain, and of the International Advisory Council of Brookings (both from 2014);

   
       

o

Vice Chairman of the American Chamber of Commerce in Spain (from March 2010 until January 2015);

   
       

o

Vice Chairman of the Board of Carlos III University (until 2017).

   

9


                 Qualifications and awards:    
       

Degree in Economics from Universidad Complutense de Madrid.

   

 

 

 

 

Juan Villar-Mir de Fuentes

 

 
        Roles at Ferroglobe:    
       

Non-executive director (from December 23, 2015).

   
        Other appointments:    
       

Vice Chairman of Grupo VM (from 1999);

   
       

Vice Chairman and CEO of Inmobiliaria Espacio, S.A.;

   
       

Board director of Obrascón Huarte Lain, S.A. (from 1996) and Chairman (from 2016).

   
        Experience:    
       

Member of the Board and Audit Committee of Inmobiliaria Colonial, S.A (from June 2014 to May 2017).

   
        Qualifications and awards:    
       

Bachelor's Degree in Business Administration and Economics and Business Management.

   

Resolution 14 (appointment of auditor)

At each general meeting at which accounts are laid before the shareholders, the Company is required to appoint an auditor to serve until the next such meeting. Deloitte LLP has served as the Company's U.K. statutory auditor since February 3, 2016.

If this resolution does not receive the affirmative vote of a majority of the shares entitled to vote and present in person or represented by proxy at the Annual General Meeting, the Board may appoint an auditor to fill the vacancy.

Resolution 15 (remuneration of auditor)

Under the Companies Act, the remuneration of the Company's U.K. statutory auditor must be fixed in a general meeting or in such manner as may be determined in a general meeting. The Company asks its shareholders to authorise the Audit Committee to determine the remuneration of Deloitte LLP in its capacity as the Company's U.K. statutory auditor under the Companies Act.

10


Further notes:

1.
Some of the resolutions are items that are required to be approved by shareholders periodically under the Companies Act and generally do not have an analogous requirement under United States laws and regulations. As such, while these resolutions may be familiar and routine to shareholders accustomed to being shareholders of companies incorporated in England and Wales, other shareholders may be less familiar with these routine resolutions and should review and consider each resolution carefully.

2.
In accordance with the Articles, all resolutions will be taken on a poll. Voting on a poll will mean that each Ordinary Share represented in person or by proxy will be counted in the vote.

3.
All resolutions will be proposed as ordinary resolutions, which means that such resolutions must be passed by a simple majority of the total voting rights of shareholders who vote on such resolutions, whether in person or by proxy. The results of the shareholders' vote on resolutions 1 and 2 regarding receipt of the U.K. Annual Report and Accounts and approval of the Directors' Remuneration Report will not require the Board or any Committee thereof to take (or refrain from taking) any action. The Board values the opinion of shareholders as expressed through such resolutions and will carefully consider the outcome of the votes on resolutions 1 and 2.

4.
"Shareholders of record" are those persons registered in the register of members of the Company in respect of Ordinary Shares at 10:00 a.m. (British Summer Time) on May 4, 2018. If, however, Ordinary Shares are held for you in a stock brokerage account or by a broker, bank or other nominee, you are considered the "beneficial owner" of those Ordinary Shares.

5.
Beneficial owners of Ordinary Shares as at 10:00 a.m. (British Summer Time) on May 4, 2018 have the right to direct their broker or other agent on how to vote the Ordinary Shares in their account and are also invited to attend the Annual General Meeting. However, as beneficial owners are not Shareholders of record of the relevant Ordinary Shares, they may not vote their Ordinary Shares at the Annual General Meeting unless they request and obtain a legal proxy from their broker or agent.

6.
Any Shareholder of record attending the Annual General Meeting has the right to ask questions. The Company must cause to be answered any questions put by a Shareholder of record attending the meeting relating to the business being dealt with at the Annual General Meeting unless to do so would interfere unduly with the business of the meeting, be undesirable in the interests of the Company or the good order of the meeting, involve the disclosure of confidential information or if the information has already been given on the Company's website.

7.
In accordance with the provisions of the Companies Act, and in accordance with the Articles, a Shareholder of record who is entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend and to speak and vote at the Annual General Meeting and to appoint more than one proxy in relation to the Annual General Meeting (provided that each proxy is appointed to exercise the rights attached to different Ordinary Shares). Such proxies need not be Shareholders of record, but must attend the Annual General Meeting and vote as the

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8.
The results of the polls taken on the resolutions at the Annual General Meeting and any other information required by the Companies Act will be made available on the Company's website as soon as reasonably practicable following the Annual General Meeting and for a period of two years thereafter.

9.
A copy of this Annual General Meeting notice can be found at the Company's website, www.ferroglobe.com.

10.
Recipients of this notice and the accompanying materials may not use any electronic address provided in this notice or such materials to communicate with the Company for any purposes other than those expressly stated.

11.
To be admitted to the Annual General Meeting, please bring the Admission Ticket that you will have received through the post. You will need to be able to provide your photo identification at the registration desk.

12.
On arrival at the Annual General Meeting venue, all those entitled to vote will be required to register and collect a poll card. In order to facilitate these arrangements, please arrive at the Annual General Meeting venue in good time. You will be given instructions on how to complete your poll card at the Annual General Meeting.

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VOTING PROCESS AND REVOCATION OF PROXIES

If you are a Shareholder of record, there are three ways to vote by proxy:

Telephone and Internet voting facilities for Shareholders of record will be available 24 hours a day and will close at 10:01 a.m. (British Summer Time) on Monday, June 25, 2018. Submitting your proxy by any of these methods will not affect your ability to attend the Annual General Meeting in-person and vote at the Annual General Meeting.

If your shares are held in "street name", meaning you are a beneficial owner with your shares held through a bank or brokerage firm, you will receive instructions from your bank or brokerage firm, which is the Shareholder of record of your shares. You must follow the instructions of the Shareholder of record in order for your shares to be voted. Telephone and Internet voting may also be offered to shareholders owning shares through certain banks and brokers, according to their individual policies.

The Company has retained Computershare to receive and tabulate the proxies.

If you submit proxy voting instructions and direct how your shares will be voted, the individuals named as proxies must vote your shares in the manner you indicate.

A shareholder who has given a proxy may revoke it at any time before it is exercised at the Annual General Meeting by:

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You should send any written notice or new proxy card to Proxy Services, c/o Computershare Investor Services, PO Box 30202 College Station, TX 77842-9909, USA.

If you are a registered shareholder you may request a new proxy card by calling Computershare at 1-866-490-6057 if calling from the United States, or +1-781-575-2780 from outside the United States, or you may also send a request via email to web.queries@computershare.com.

ANY SHAREHOLDER OWNING SHARES IN STREET NAME MAY CHANGE OR REVOKE PREVIOUSLY GIVEN VOTING INSTRUCTIONS BY CONTACTING THE BANK OR BROKERAGE FIRM HOLDING THE SHARES OR BY OBTAINING A LEGAL PROXY FROM SUCH BANK OR BROKERAGE FIRM AND VOTING IN PERSON AT THE ANNUAL GENERAL MEETING. YOUR LAST VOTE, PRIOR TO OR AT THE ANNUAL GENERAL MEETING, IS THE VOTE THAT WILL BE COUNTED.


Location of Annual General Meeting:

GRAPHIC

DOCUMENTS AVAILABLE FOR INSPECTION

Forms of appointment of the non-executive directors, as well as a memorandum setting out the terms of the executive directors' contracts, will be available for inspection at the Company's registered office during normal business hours and at the place of the Annual General Meeting from at least 15 minutes prior to the start of the meeting until the end of the Annual General Meeting.

By order of the Board,

Dorcas Murray
Company Secretary

May 29, 2018

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QuickLinks

Location of Annual General Meeting

Table of Contents


Exhibit 99.2

LOGO


Ferroglobe PLC

Annual Report and Accounts 2017


Table of Contents


Company Registration No. 9425113

Ferroglobe PLC

Report and Financial Statements

Period ended December 31, 2017


Table of Contents

Ferroglobe PLC

Report and financial statements 2017

Contents

    Page No.
 

Glossary and definitions

    1  

Officers and professional advisers

   
5
 

Introduction

   
6
 

Chairman's letter to shareholders

   
7
 

Strategic report

   
11
 

Directors' report

   
14
 

The Board of Directors

   
19
 

Directors' remuneration report

   
27
 

Independent auditor's report to the members of Ferroglobe PLC

   
57
 

Consolidated financial statements

   
65
 

Notes to the consolidated financial statements

   
71
 

Parent company financial statements

   
172
 

Notes to the parent company financial statements

   
174
 

Appendix 1 — Non-IFRS financial metrics

   
179
 

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Ferroglobe PLC

GLOSSARY AND DEFINITIONS

          Unless the context requires otherwise, the following definitions apply throughout this U.K. Annual Report (including the Appendix, save as set out below):

"2016"

  the financial year ended December 31, 2016;

"2017"

 

the financial year ended December 31, 2017;

"2018 AGM"

 

the Annual General Meeting of the Company, to be held on June 27, 2018;

"2019 AGM"

 

the Annual General Meeting of the Company, to be held in 2019;

"2017 Form 20-F"

 

the Company's Form 20-F for the fiscal year ended December 31, 2017;

"Adjusted EBITDA"

 

earnings before interest, tax, depreciation and amortisation, adjusted in accordance with Company's adjustments announced as part of its earnings reports. See Appendix 1 for the calculation of non-IFRS financial metrics;

"Adjusted Net Profit"

 

profit (loss) attributable to the Parent, adjusted in accordance with Company's adjustments announced as part of its earnings reports. See Appendix 1 for the calculation of non-IFRS financial metrics;

"Amended Revolving Credit Facility"

 

the revolving credit facility previously available pursuant to the Amended Revolving Credit Facility Agreement;

"Amended Revolving Credit Facility Agreement"

 

the Old Revolving Credit Facility Agreement as amended on or about February 15, 2017 by the Revolving Credit Facility Amendment;

"Aon"

 

Aon Plc;

"Articles"

 

The Articles of Association of the Company, from time to time;

"Auditor"

 

Deloitte LLP, the Company's independent U.K. statutory auditor;

"Aurinka"

 

Aurinka Photovoltaic Group, S.L.;

"Blue Power"

 

Blue Power Corporation, S.L.;

"Board"

 

the Company's board of directors;

"Business Combination"

 

the business combination of Globe and FerroAtlántica as the Company's wholly owned subsidiaries on December 23, 2015;

"Business Combination Agreement"

 

the definitive transaction agreement entered into on February 23, 2015 (as amended and restated on May 5, 2015) by, among others, the Company, Grupo VM, FerroAtlántica and Globe;

"Capital"

 

Net Debt plus total equity. See Appendix 1 for the calculation of non-IFRS financial metrics;

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"CEO", "Chief Executive Officer" or "Chief Executive"

 

The Chief Executive Officer of the Company, or where the context requires, of the relevant company or organization;

"Companies Act"

 

the U.K. Companies Act 2006;

"Company" or "Ferroglobe"

 

Ferroglobe PLC, a company incorporated in England and Wales with registered number 09425113 and whose registered office is at 5 Fleet Place, London EC4M 7RD, United Kingdom or, where the context requires, the Group;

"Consolidated Financial Statements" or "Financial Statements"

 

(save in the supplemental attachment when it will have the meaning given below) these consolidated financial statements for the year ended December 31, 2017;

"Compensation Committee"

 

the compensation committee of the Company;

"DOC"

 

the U.S. Department of Commerce;

"EBITDA"

 

earnings before interest, tax, depreciation and amortisation. See Appendix 1 for the calculation of non-IFRS financial metrics;

"EIP" or "the Plan"

 

the Ferroglobe PLC Equity Incentive Plan, adopted by the Board on May 29, 2016 and approved by shareholders on June 29, 2016;

"EU"

 

the European Union;

"Exchange Act"

 

the U.S. Securities Exchange Act of 1934 (as amended);

"Executive Chairman"

 

the executive chairman of the Company;

"Executive Directors"

 

the executive directors of the Company;

"FerroAtlántica" or "Grupo FerroAtlántica" or "Predecessor"

 

Grupo FerroAtlántica, S.A.U. a joint stock company organised under the laws of Spain, including (where the context requires) its subsidiaries and subsidiary undertakings;

"Free Cash Flow"

 

operating cash flow less property, plant and equipment cash flows. See Appendix 1 for the calculation of non-IFRS financial metrics;

"Glencore"

 

Glencore International AG and its subsidiaries;

"Globe" or "GSM"

 

Globe Specialty Metals, Inc., a Delaware corporation, including (where the context requires) its subsidiaries and subsidiary undertakings;

"Group"

 

Parent and its subsidiaries;

"Grupo VM"

 

Grupo Villar Mir, S.A.U.;

"IASB"

 

International Accounting Standards Board;

"IFRS"

 

International Financial Reporting Standards;

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"Indenture"

 

the indenture, dated as of February 15, 2017, among Parent and Globe as co-issuers, certain subsidiaries of Parent as guarantors, and Wilmington Trust, National Association as trustee, registrar, transfer agent and paying agent;

"KPI"

 

key performance indicator;

"NASDAQ"

 

the NASDAQ Global Select Market;

"NASDAQ Rules"

 

the NASDAQ Stock Market Rules;

"Net Debt"

 

bank borrowings, debt instruments, obligations under finance leases, and other financial liabilities, less cash and cash equivalents. See Appendix 1 for the calculation of non-IFRS financial metrics;

"New Revolving Credit Facility Amendment" or "RCF"

 

the credit agreement, dated as of February 27, 2018, among Parent, as Borrower, certain subsidiaries of Parent from time to time party thereto as guarantors, the financial institutions from time to time party thereto as lenders, PNC Bank, National Association, as administrative agent, issuing lender and swing loan lender, PNC Capital Markets LLC, Citizens Bank, National Association and BMO Capital Markets Corp., as joint legal arrangers and bookrunners, Citizens Bank, National Association, as syndication agent, and BMO Capital Markets Corp., as documentation agent, as amended from time to time;

"Non-Executive Directors"

 

the non-executive directors of the Company;

"Notes"

 

$350,000,000 aggregate principal amount of Senior Notes due 2022;

"Old Revolving Facility Agreement"

 

the credit agreement, dated as of August 20, 2013, among Globe, certain subsidiaries of Globe from time to time as co-borrowers thereunder, the financial institutions from time to time party thereto as lenders, PNC Bank National Association and Wells Fargo Bank, National Association, as syndication agents for lenders, BBVA Compass Bank, as documentation agent, and Citizens Bank of Pennsylvania, as administrative agent for lenders, which has been replaced by the New Revolving Credit Facility Agreement;

"Ordinary Shares"

 

the ordinary shares of $0.01 each in the capital of the Company;

"Parent" or "the Parent Company"

 

the individual entity, Ferroglobe PLC;

"the Revolving Credit Facility Amendment"

 

the Third Amendment to the Old Revolving Credit Facility Agreement, among, inter alia, Parent and Globe as co-borrowers, the subsidiary guarantors party thereto, the financial institutions party thereto as lenders and Citizens Bank of Pennsylvania as administrative agent;

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"SHA"

 

the amended and restated shareholders agreement between Group VM and Parent dated November 22, 2017, as amended on January 23, 2018;

"SEC"

 

the U.S. Securities and Exchange Commission;

"SOX"

 

The U.S. Sarbanes-Oxley of 2002;

"U.K."

 

the United Kingdom of Great Britain and Northern Ireland;

"U.S."

 

the United States of America;

"Working Capital"

 

inventories and trade and other receivables, less trade and other payables. See Appendix 1 for the calculation of non-IFRS financial metrics;

"$"

 

U.S. dollars.

In the separate attachment hereto only (and for the avoidance of doubt, not in the remainder of this U.K. Annual Report), the following phrase has the meaning given below:

"Consolidated Financial Statements"

 

the audited consolidated financial statements of Parent and its subsidiaries as of December 31, 2017, 2016 and 2015 and for each of the years ended December 31, 2017, 2016, and 2015, including the related notes thereto, prepared in accordance with IFRS as issued by the IASB, as filed on the 2017 Form 20-F.

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Ferroglobe PLC

Report and financial statements 2017
Officers and professional advisers

 
   
Directors    
J López Madrid    
J M Alapont   (appointed January 24, 2018)
D G Barger    
B L Crockett    
S E Eizenstat    
T García Madrid   (resigned May 30, 2017)
M Garrido y Ruano   (appointed May 30, 2017)
G Hamilton    
P Larrea Paguaga   (appointed June 28, 2017)
J Monzón    
P Vareille   (appointed October 26, 2017)
J Villar-Mir de Fuentes    

Company secretary

 

 
D Murray   (appointed January 31, 2018)
N Deeming   (resigned January 31, 2018)

Registered address

 

 
5 Fleet Place    
London    
EC4M 7RD    

Auditor

 

 
Deloitte LLP    
Chartered Accountants and Statutory Auditor
London    

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Ferroglobe PLC

Introduction

          Ferroglobe PLC is a public limited company incorporated under the laws of England and Wales under Company Number: 9425113. Headquartered in London, U.K., Ferroglobe (encompassing its subsidiaries, Globe and FerroAtlántica) is one of the world's largest producers globally of silicon metals and silicon and manganese based alloys, with an expanded geographical reach building on Globe's footprint in North America and FerroAtlántica's footprint in Europe.

          The Company was incorporated in 2015 and its Ordinary Shares are listed for trading on the NASDAQ in U.S. dollars under the symbol "GSM".

          The Company is subject to disclosure obligations in the U.S. and the U.K. While some of these disclosure requirements overlap or are otherwise similar, some differ and require distinct disclosures. Pursuant to the requirements of the Companies Act, this document includes our strategic report, directors' report, directors' remuneration report and required financial information (including our statutory accounts and statutory auditor's report for the reporting period commencing January 1, 2017 and ending December 31, 2017), which together comprise our U.K. annual report and accounts for the period ended December 31, 2017 (the "U.K. Annual Report").

          We are also subject to the information and reporting requirements of the Exchange Act, regulations and other guidance issued by the SEC and the NASDAQ listing standards applicable to foreign private issuers. In accordance with the Exchange Act, we are required to file annual and periodic reports and other information with the SEC, including, without limitation, our 2017 Form 20-F. Certain other announcements made by the Company are furnished to the SEC on Form 6-K. Our status as a foreign private issuer requires the Company to comply with various corporate governance practices under the SOX, as well as related rules subsequently implemented by the SEC. In addition, NASDAQ Rules permit foreign private issuers to follow home country practice in lieu of the NASDAQ corporate governance standards, subject to certain exemptions and except to the extent that such exemptions would be contrary to U.S. federal securities law.

          We have provided as a separate attachment to the U.K. Annual Report extracts from the 2017 Form 20-F to assist shareholders in assessing the Group's strategies. This attachment does not form part of the financial statements. Investors may obtain the 2017 Form 20-F, without charge, from the SEC at the SEC's website at www.sec.gov or from our website at www.ferroglobe.com. Unless expressly stated otherwise, the information on our website is not part of this U.K. Annual Report and is not incorporated by reference herein.

          The capitalised terms used throughout the U.K. Annual Report are defined in the Glossary and Definitions section of this U.K. Annual Report unless otherwise indicated. In the following text, the terms "we," "our," "the Company", "our Company" and "us" may refer, as the context requires, to Parent or, collectively, to Parent and its subsidiaries.

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Chairman's letter to shareholders

Dear shareholders

          2017 was my first year in the role of Executive Chairman and only the second full year since the formation of Ferroglobe. It was a busy twelve months. The Company experienced considerable change and continued to make progress in many areas, as it emerged from an unprecedented downturn in our industry. As a result of our timely operational actions and commercial discipline, we saw a radical improvement in our financial performance and our balance sheet. A return to normal market conditions, along with the strength of our balance sheet, has enabled management to focus on growing the business.

          There were also changes in the composition of our Board during the year under review and to our Articles of Association, reflecting the Company's evolution and good practice in governance. Thank you for supporting us in taking these steps.

          Since December 31, 2017, the pace of change has continued unabated. We appointed a further independent director to the Board in January; our financial performance in the first quarter of 2018 showed continued improvement across our businesses; and we returned to delivering inorganic growth by completing the acquisition of two manganese alloy plants, doubling our production capacity for this product and emerging as one of the largest manganese alloys producers globally. In May 2018, we announced an interim dividend, returning value to shareholders and reflecting our confidence in the underlying strength of the business and outlook.

          There have also been disappointments, as with findings of no harm in the Canadian and US silicon metal trade cases, the refusal of regulatory clearance to dispose of our hydroelectric assets in Spain and the reporting of material weakness in certain of our internal controls in our 2017 Form 20-F. I address these topics further below.

Health and safety

          Our management team takes safety and the wellbeing of all our employees very seriously. Nonetheless there are inherent risks in our business and, even under normal working conditions, there have unfortunately been several injuries at our facilities in recent months, which have ranged in severity. Bolstering our efforts on health and safety is a top priority for management and we strive for continuous improvement in this area, working towards a zero-injury rate. There are a series of measures in place to deliver thorough and appropriate training and the highest level of safety standards at all our sites.

Financial performance in 2017

          When I took over as Executive Chairman we were in the depths of an industry downturn on a scale not previously seen. The prompt actions we took and the discipline we maintained enabled us to navigate this difficult period and set the stage for a robust recovery.

          That recovery came in 2017, as the Company enjoyed accelerating free cash flow, returned to operating profitability and brought net leverage close to our target of 2.0x. In February 2017, we successfully priced Ferroglobe's inaugural senior notes. The more balanced capital structure achieved provides us with the flexibility needed to manage the inherent cyclicality in our business. By mid-2017, we started to see gradual sales price improvement and volume recovery across our core products. As market sentiment further improved throughout the year, we restarted previously idle production facilities in order to capitalize on the recovery. Overall, I believe that the turnaround in our financial performance results from the return to a stable operating environment — particularly latterly in 2017 — combined with management's adroit operational decisions and planning,

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optimization of our flexible production platform, a disciplined commercial strategy and continued cost management.

          We posted Adjusted Net Profit of $18.5 million (recording a statutory net loss of $0.7 million), with Adjusted EBITDA up 162.1% over the prior year and Adjusted EBITDA margin of 10.6% in 2017, compared with 4.5% for 2016. With an emphasis on enhancing liquidity, we decreased Working Capital by $88.6 million and finished the year with Net Debt of $386.9 million, down from $405.0 million at the end of 2016.

Board changes

          2017 was marked by a number of changes in our governance framework and the composition of our Board of Directors.

          In May 2017, Tomas García Madrid stepped down from the Board to concentrate on an executive role within Grupo VM. Tomas had been a strong contributor to the Board and I am grateful for his support. Manuel Garrido y Ruano, Grupo VM's Chief Financial Officer, was nominated to replace Tomas and we welcomed Manuel to the Board in May 2017. His financial acumen and leadership experience across the energy, financial, and industrial sectors are valued.

          At our 2017 AGM, our shareholders approved changes to our Articles, enabling us to bring Pedro Larrea Paguaga onto the Board as an Executive Director in June 2017. Pedro has been our Chief Executive Officer since the Company was founded and, prior to that, was Chairman and CEO of Grupo FerroAtlántica, SAU from 2015. Pedro has in-depth knowledge and experience of our industry and has been a strong addition to the Board, bringing the number of Executive Directors on the Board to two.

          Other changes approved by the shareholders reflect governance best practice in the U.K. and U.S.A. Revisions to our Articles in October 2017 removed the different categories of director and a number of redundant provisions dating back to the merger of Globe and FerroAtlántica. The Board articulated its governance policy, committing to ensure a majority of independent directors. We appointed two further independent directors and were delighted to welcome Pierre Vareille to the Board in October 2017 and José María Alapont in January 2018. Pierre and José María both have held significant chief executive and board roles in global organisations: Pierre primarily in the metals and manufacturing sectors and José María primarily in the automotive industry. Both bring proven business acumen, gravitas and extensive international experience to their roles with our Board, which include membership of the Audit and Compensation Committees.

          We were also very pleased that Javier Monzon agreed to become our first Senior Independent Director with effect from October 2017. Javier has served on the Board since December 2015 and was Chair of our Compensation Committee until January 1, 2018. He is a highly respected and seasoned director, with long experience serving as chairman, CEO and independent director of large multinational organisations.

          In updating our Articles we also divided the responsibilities of the Nominating and Corporate Governance Committees between two new committees, each focused on its area of specialty, and reviewed all Board committee memberships. With effect from January 1, 2018, Greger Hamilton agreed to continue to serve as Chairman of our Audit Committee, Don Barger assumed the role of Compensation Committee Chair, Javier Monzon agreed to chair the Corporate Governance Committee and I was appointed Chairman of our Nominations Committee. Details of committee membership are set out on pages 19 to 25.

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Disappointments

          While 2017 marked the turnaround we were expecting, not everything went according to plan. In February 2017, we had signed a definitive agreement to sell the hydro-electric operations of our non-core energy segment in Spain, subject to obtaining the necessary regulatory approvals. Those approvals were not granted and the sale has not proceeded. The decision to pursue the divestiture of these hydro assets was taken with the primary purpose of enhancing our liquidity during the downturn. We continue to evaluate alternative ways to divest these assets but there is less urgency to do so today.

          In 2017, we filed trade cases in the United States and Canada against specific silicon metal producers. While the relevant government agencies in both countries found evidence of dumping and actionable subsidies, the agencies determined that no injury had been suffered by the domestic producers in either country. We will continue to monitor the competitive landscape and take action as necessary and appropriate to protect our business and employees.

          We were also disappointed to end the year with a conclusion in our 2017 Form 20-F of material weakness in relation to our internal controls for SOX purposes. The control environment in place within the Company is considerably more robust now than in 2016 but there is more to do to ensure consistency across the Group. The entire management team is wholly committed to setting the correct tone at the top and to ensuring that the appropriate remediation activities are undertaken in 2018.

Thus far in 2018

          In February 2018, we completed the acquisition of Glencore International AG's manganese alloy plants at Mo i Rana in Norway and Dunkirk in France. Simultaneously with the acquisition, we entered into exclusive agency arrangements with Glencore under which they act as our agent in procuring ores to supply our plants and marketing our manganese alloys worldwide. As a result of the acquisition and associated arrangements the Company has become one of the world's largest producers, with over half a million tons of sales of manganese alloys annually, and we have further diversified our production base, captured cost improvements and enhanced our ability to serve our customers with increased agility. The transaction exemplifies our focus on growth and on executing deals which are immediately accretive for the Company.

          In February 2018 the Company completed a new revolving credit facility agreement with a maximum drawdown of $250 million. This new facility extends our debt maturities and provides additional flexibility.

          Lastly, we welcomed a recent favourable agency determination in the "sunset review" of the current U.S. antidumping order pertaining to silicon metal imports from China. This measure will remain in place to ensure a level playing field for Chinese silicon metal imports to the United States.

Looking ahead

          Our results for the first quarter of 2018 reflect the strong fundamentals of our Company and the markets we serve. As our cash flow generation accelerates, we will be well positioned to continue investing in growth opportunities such as those highlighted at our inaugural investor day in October 2017, ensuring we remain a market leader in our core products and create value through the cycle.

          By the end of 2018, we expect to commence production of solar grade silicon at a pilot facility currently under construction in Puertollano, Spain. This project, Ferrosolar, represents the first phase towards commercialization of high quality solar grade silicon using our proprietary technology. This exemplifies our focus on innovation, a core pillar of Ferroglobe's wider strategy of

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leveraging our technology, expertise and leadership to develop advanced materials and access new markets, while remaining focused on delivering strong results across our core products.

          In closing, I would like to express my thanks to Ferroglobe's employees for their hard work throughout 2017; our customers, suppliers and other partners for their valued contribution; and you, our shareholders, for your continued support. I look forward to a rewarding and successful 2018.

Javier López Madrid

Executive Chairman

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Strategic report

          This strategic report for the financial year to December 31, 2017 has been prepared in compliance with Section 414C of the Companies Act to provide an overview of the Group's business and strategy. It contains certain forward-looking statements. These statements are made by the directors in good faith based on the information available to them up to the time of their approval of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

          For a supplementary description of our business (including our model, strategy and competitive strengths), risks associated with our business and our results of operations, see the following sections of the 2017 Form 20-F: Part I, Item 3, Section D, Risk factors; Item 4, Information on the Company; Item 5, Operating and Financial Review and Prospects; and Item 11, Quantitative and Qualitative Disclosures About Market Risk. These sections are set out in a separate attachment to this U.K. Annual Report and do not form part of the financial statements.

Nature of the business

          Ferroglobe is a global leader in the growing silicon and specialty metals industry with an expansive geographical reach. It is one of the world's largest producers of silicon metal, silicon based alloys and manganese based alloys and has quartz mining activities, metallurgical coal mining activities and interests in hydroelectric power across the globe, with operating units in eleven countries across five continents.

          The Group sells its products to a diverse base of customers worldwide, including manufacturers of steel, aluminium, silicones, ductile iron, automotive parts, photovoltaic (solar) cells and electronic semiconductors: key elements in the manufacture of a wide range of industrial and consumer products. Supplies to customers are made from our production centres in North America, Europe, South America, Africa and Asia. The Group's manufacturing platform is flexible, enabling it to switch production between plants and products to enhance profitability and meet customer requirements. The Group's ownership of sources of critical raw materials also contributes to its flexibility and its reduced operating costs. Ferroglobe recycles and sells most of the by-products generated in its production processes.

Business model and strategy

          We believe our vertically integrated business model and ownership of sources of raw materials provides us with a cost advantage over our competitors. We are not reliant on any single supplier for our raw materials and our ownership of sources of these materials provides us with stable, long-term access to supplies needed for our production processes, enhancing our operational and financial stability.

          As part of our strategy for meeting the objectives of the Company, the Group develops new products or new specifications on a continual basis. As a consequence of these efforts, investments may be made in facilities that allow the production of new products, such as higher-grade silicon metal, solar grade silicon metal or new foundry products. One example of this is our investment in the pilot plant at Puertollano referred to on page 9.

          The Group is continually pursuing growth opportunities, in particular through the acquisition of industrial facilities or companies that operate in the same sectors and are considered accretive for the Group.

          There is more information on the Group's business and organizational structure in Part I, Item 4, Information on the Company of the 2017 Form 20-F (as set out in the separate attachment

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to this U.K. Annual Report and not forming part of our financial statements).This, together with the information in this strategic report, and the Operating and Financial Review and Prospects section of the 2017 Form 20-F included in the separate attachment provides a fair review of the Company's business and its development and performance in 2017.

Key Performance Indicators

          The Board considered that the most important KPIs during 2017 were those set out below. Certain of these KPIs will also be core during 2018.

          At the corporate level, the principal KPIs that we use for measuring the overall performance of our business are:

          Certain of the above KPIs are non-IFRS financial metrics. The calculation of non-IFRS measures is set out in Appendix 1 of this U.K. Annual Report.

          Some of these measures are also part of our compensation structure for the key executives, as follows:

          The following table sets out the Company's performance against its financial KPIs in 2017.

  Adjusted
EBITDA
  Adjusted
EBITDA
Margin
  Working
Capital
Improvement
  Free Cash
Flow
  ($m)   %   ($m)   ($m)
  184.5   10.6   88.6   75.5

 

  Net Debt to Adjusted
EBITDA
  Net Debt to
Total Assets
  Net Debt to
Capital
  Net
Income
      %   %   ($m)
  2.10x   19.3   29.2   (0.7)

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          Detail on how performance against the KPIs affected the bonus outcome of executive directors is contained in the directors' remuneration report on pages 48 and 49.

          In addition to these financial KPIs, there are a number of non-financial performance measures which the Company uses to gauge its success. Some of these are reflected in the annual bonus objectives for senior management and are reviewed each year to ensure their continued relevance. In the financial year ended December 31, 2016, a number of these related in part to the successful integration of the Globe and FerroAtlántica businesses following the Business Combination. In 2017, the non-financial KPIs included a focus on strengthening the Company's balance sheet and, for the Executive Chairman, governance and chairmanship. Performance against these measures is reported in the directors' remuneration report on pages 48 and 49. In 2018, the annual bonus plan is subject to an underpin related to improvements in the Group's health and safety performance and details of the outcome for this measure will be reported in the Company's annual report and accounts for the year ending December 31, 2018.

          Details of the Group's anti-bribery and corruption and environmental policies are below and details of its employment policies and greenhouse gas emissions are set out below and in the directors' report.

Principal risks and uncertainties

          The Company is exposed to a number of operational risks which are monitored on an ongoing basis and which are summarised in the supplementary attachment. The key financial risks related to credit risk and liquidity risk are highlighted in Note 27.

Employees

          As at December 31, 2017, the Group had:

Environment and other social matters

          Ferroglobe is committed to conducting its business in compliance with all applicable laws and regulations in a manner that has the highest regard for human rights, the environment and the health, safety and well-being of our employees and the general public. During the year under review the Company rolled out across the Group a new Code of Conduct which emphasizes the Group's commitment to the highest standards of integrity, ethical behavior, transparency, safety and corporate citizenship. The Code of Conduct incorporates the Group's key policies on matters including whistleblowing, anti-bribery and corruption, environmental impacts, health and safety and respect in the workplace and the conduct of national and international trade.

          The strategic report for the financial period ended December 31, 2017 has been reviewed and approved by the Board on May 29, 2018.

Dorcas Murray

Company Secretary

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Directors' report

          The directors present their report and the audited financial statements of the Group and Company for the year ended December 31, 2017.

          The directors' report comprises these pages (14 to 18) and the other sections and pages of the U.K. Annual Report cross-referred to below which are incorporated by reference.

          As permitted by legislation, certain disclosures normally included in the directors' report have instead been integrated into the strategic report (pages 11 to 13). These disclosures include information relating to the Group's principal risks and uncertainties.

Directors

          The directors of the Company who held office at any time during the year to December 31, 2017 were as follows:

Javier López Madrid   Director and Executive Chairman
Donald G. Barger, Jr.    Non-Executive Director
Bruce L. Crockett   Non-Executive Director
Stuart E. Eizenstat   Non-Executive Director
Tomas García Madrid   Non-Executive Director
Manuel Garrido y Ruano   Non-Executive Director
Greger Hamilton   Non-Executive Director
Pedro Larrea Paguaga   Director and Chief Executive Officer
Javier Monzón   Non-Executive Director
Pierre Vareille   Non-Executive Director
Juan Villar-Mir de Fuentes   Non-Executive Director

          On May 30, 2017 Mr García Madrid resigned from the Board of Directors and on the same date Mr Manuel Garrido y Ruano was appointed as a Non-Executive Director in his place. Pedro Larrea Paguaga joined the Board on June 28, 2017 and Pierre Vareille was appointed on October 26, 2017. Mr José María Alapont was appointed after the year ended, joining the Board on January 24, 2018. The biographies of the directors standing for election or re-election at the 2018 AGM are set out on pages 19 to 25.

Directors' indemnities

          As required by the Articles, each director is indemnified in connection with his role as a director, to the extent permitted by law. As permitted by the Articles, the Company has purchased and maintained throughout the year under review directors' and officers' liability insurance.

Share repurchases

          The Company has not acquired any of its own shares during the year ended December 31, 2017 (2016: nil).

Dividends

          The Company has not declared any dividends during the period under review.

Political donations

          During the year under review the Company has not made any political donations, incurred any political expenditure or made any contributions to an EU or non-EU political party.

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Employee policies

          Ferroglobe has a culture of continuous improvement through investment in people at all levels within the organization. Its Code of Conduct, which applies to all directors and employees, sets out Ferroglobe's commitment to protecting, respecting and supporting its workforce. A new Code of Conduct was introduced in 2017 to bring together Ferroglobe's principal policies on key ethical, behavioural and compliance matters. Its roll-out across the Group was initiated in autumn 2017, supported by mandatory training for all employees, and its adoption is consistent with our evolution to an organization with an integrated approach to human relations policies globally.

          Those key policies include:

          Ferroglobe is committed to providing equal opportunities for all Group personnel and to creating an inclusive workforce by promoting employment equality. This includes pursuing equality and diversity in all its employment activities, including recruitment, training, career development and promotion and ensuring there is no bias or discrimination in the treatment of people. Ferroglobe opposes all forms of unlawful or unfair discrimination on the grounds of race, age, nationality, religion, ethnic or national origin, sexual orientation, gender or gender reassignment, marital status or disability. Wherever possible, vacancies are filled from within Ferroglobe and efforts are made to create opportunities for internal promotion.

Greenhouse gas emissions

          The UK Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013 requires UK-based quoted companies to report global greenhouse gas ("GHG") emissions data in their annual report and accounts. As 2017 is the first year that Ferroglobe has collected and reported Group-wide GHG emission data, the Company is not required by applicable regulation to present comparison year data and has not done so in this report. The 2017 GHG inventory was prepared in accordance with the Ferroglobe PLC Greenhouse Gas Inventory Management Plan (2017) (the "IMP"), prepared in consultation with ERM Group, Inc. and its UK affiliate.

          The Company has selected the Operational Control approach and criteria as the basis for reporting GHG emissions data, defining "Operational Control" to encompass facilities the Group owns and operates, facilities it leases and operates and joint venture facilities it operates. All facilities within Ferroglobe's Operational Control that are material to its Group-wide GHG emission inventory are included in reported figures. This approach means that the operations for which emissions are reported are substantially coextensive with operations comprised by Ferroglobe's consolidated financial reporting. The Company does not have responsibility for any emission sources that are not included in its financial reporting.

          The table below sets out the Company's consolidated greenhouse gas emissions expressed in metric tonnes of carbon dioxide equivalent (CO2e). The figures reported below include all material direct (Scope 1) and indirect (Scope 2) emission sources for facilities within the Company's

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Operational Control. Principal sources of Scope 1 emissions from operations at, or Scope 2 emissions imputed to, Ferroglobe-controlled facilities principally include:

Company-wide Scope 1 and Scope 2 Emissions for 2017

          Global GHG emissions data for period January 1, 2017 to December 31, 2017

Emissions from:

    Tonnes of CO2e
 

Combustion of fuel and operation of facilities

    2,810,610 (1)

Electricity, heat, steam and cooling purchased for own use

    2,305,089  

Company's chosen intensity measurement:

       

Emissions reported above normalized to per tonne of product output

    5.6  

Notes:

(1)
In line with DEFRA Guidance (as defined below): 1.2 million tons of CO2 are not included in the above table, due to being biogenic in nature.

Methodology

          In preparing the IMP and this report, the Company has adhered to the World Resources Institute (WRI) and the World Business Council for Sustainable Development Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard — Revised Edition (2004) and the UK DEFRA's Environmental Reporting Guidelines: Including mandatory greenhouse gas emissions reporting guidance (June 2013) ("DEFRA Guidance"). The Company reports material emissions of three out of the six Kyoto GHGs, viz. carbon dioxide (CO2), methane (CH4), and nitrous oxide (N2O). A fourth, sulfur hexafluoride (SF6), is present in electrical breakers at some Company facilities, but no emission of SF6 have been observed. The two remaining Kyoto gases, perfluorocarbons (PFCs) and hydroflurocarbons (HFCs), are not reported since Company facilities do not emit or use materials containing them.

Financial risk management objectives/policies and hedging arrangements

          Please see Part I, Item 11 (Quantitative and Qualitative Disclosures About Market Risk) of the 2017 Form 20-F (as set out in the separate attachment to this U.K. Annual Report) for information on Ferroglobe's financial risk management objectives/policies and hedging arrangements. The separate attachment does not form part of these financial statements.

Post year-end events

          On February 1, 2018, FerroAtlántica completed the acquisition from Glencore of a 100% interest in the manganese alloy plants at Mo i Rana, Norway and Dunkirk, France, owned and operated by Glencore up to the date of completion, and entered into an exclusive agency arrangement with Glencore for the marketing of the Group's manganese alloy products worldwide and the procurement of manganese ores to supply the Group's plants, in both cases for a period of ten years.

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          On February 27, 2018, the Company and certain of its subsidiaries entered into a revolving credit facility agreement in the maximum principal sum of $250 million with — among others — PNC Capital Markets LLC and BMO Capital Markets Corp, as joint lead arrangers and book runners, a number of lenders and PNC Bank, National Association as administrative agent and as issuing lender and swing loan lender. Subject to the terms of the New RCF Agreement, the RCF remains available until 2021.

          On March 2, 2018, the U.S. Department of Commerce made its final determination in the US antidumping and countervailing duty actions against silicon metal importers from Australia, Brazil, Kazakhstan and Norway, issuing final affirmative antidumping and countervailing duty determinations against each relevant country at rates ranging from 2.44% to 134.92%. On March 23, 2018, the US International Trade Commission determined that dumped and subsidized imports of silicon metal from Australia and Brazil, dumped imports from Norway and subsidized imports from Kazakhstan are not causing material injury to the US silicon metal industry. As a result of this determination the DOC will not issue antidumping or countervailing duty orders and will terminate its investigations.

          On May 21, 2018, the Board announced an interim dividend of US$0.06 per share. The dividend has a record date of June 8, 2018 and a payment date of June 29, 2018.

Future developments

          As part of its strategy to serve customers better, the Group develops new products or new specifications on a continuous basis. As a consequence of these efforts, investments have been and continue to be made in our facilities to enable the production of new products, such as higher-grade silicon metal, solar grade silicon metal or new foundry products. Please see the details of the Elsa electrode and FerroSolar projects at Part I, Item 4, Information on the Company of the 2017 Form 20-F as examples of the ways in which the Group has developed proprietary technologies and continues to pursue innovation in the development of new products. Brief details of the FerroSolar project at Puertollano are also included on page 9.

          The Group is continually pursuing growth opportunities, including through the acquisition of industrial facilities or companies that operate in the same sector and products and which are considered to be accretive for the Group.

Research and development

          Please refer to Part I, Item 4, Information on the Company of the 2017 Form 20-F (as set out in the separate attachment to this U.K. Annual Report) for information on Ferroglobe's research and development activities and opportunities.

Overseas branches

          The Company has no overseas branches.

Share capital structure and change of control provisions

          The Company's share capital comprises ordinary shares of $0.01 each, all of which bear the same rights and obligations. The Company's issued share capital at December 31, 2017 is set out in Note 13 to the Consolidated Financial Statements.

          The rights attaching to the Ordinary Shares are set out in the Articles, a copy of which can be obtained from the Company Secretary on request. Each Ordinary Share has one vote attaching to it for voting purposes and all holders of Ordinary Shares are entitled to receive notice of and attend and vote at the Company's general meetings. The Articles vest power in the directors to refuse to

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register transfers of Ordinary Shares in certain circumstances including where the instrument of transfer is in favour of more than 4 transferees or is not stamped. There are also restrictions in the Articles affecting the terms of tender offers and any scheme of arrangement, consolidation, merger or business combination designed to protect minority shareholders while Grupo VM and its associates hold ten percent or more of the Ordinary Shares. The SHA contains restrictions on the transfer of shares by Grupo VM.

Significant agreements affected by a takeover

          There are no agreements between the Group and any of its employees or any director of the Company that provide for compensation to be paid to any employee or director for termination of employment or for loss of office as a consequence of a takeover of the Company, other than provisions that would apply on any termination of employment.

          The Notes and the RCF are subject to provisions allowing the lenders to terminate the facilities and demand repayment following a change of control and include an obligation on the Company to offer redemption of the Notes at 101% of par value in the event of a change of control. Grupo VM, the Company's principal shareholder, has pledged its holding to secure its obligations to its lenders. The Company would experience a change of control and would be required to offer redemption of the Notes in accordance with their terms were this pledge to be enforced.

Going concern

          The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, as discussed in Note 3 to the Financial Statements, and have therefore prepared the Financial Statements on a going concern basis.

Statement of disclosure to the Company's U.K. statutory auditor

          In accordance with section 418 of the Companies Act, each director at the date of this directors' report confirms that:

          This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act. Deloitte LLP has indicated its willingness to continue in office, and a resolution that it be re-appointed will be proposed at the 2018 AGM.

By order of the Board on May 29, 2018.

Dorcas Murray

Company Secretary

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The Board of Directors

          The biographies of the members of the Board standing for election or re-election at the 2018 AGM are below.

Javier López Madrid    

Roles at Ferroglobe:

 

Executive Chairman (from December 31, 2016);

   

Chairman of Nominations Committee (from January 1, 2018);

   

Executive Vice-Chairman (from December 23, 2015 to December 31, 2016);

   

Director (from February 5, 2015).

Other appointments:

 

Chief Executive Officer of Grupo VM (from 2008);

   

Member of the World Economic Forum, Group of Fifty;

   

Member of the Board of Fundación Juan Miguel Villar Mir and various institutions, including Patronato Fundacion Principe Asturias and Fundacion Codespa.

Experience:

 

Founder and largest shareholder of Financiera Siacapital, S.L.U.;

   

Founder of Tressis Sociedad de Valores S.A., Spain's largest independent private bank.

Qualifications and awards:

 

Master in Law and Business from ICADE University.


Pedro Larrea Paguaga

 

 

Roles at Ferroglobe:

 

Chief Executive Officer (from December 23, 2015);

   

Director (from June 28, 2017).

Experience:

 

Chairman of FerroAtlántica (from 2012 to 2015);

   

Chief Executive Officer of FerroAtlántica (from 2011 to 2015);

   

Various executive roles at Endesa, the biggest power company in Spain and Latin America, including as Chairman and CEO of Endesa Latinoamérica, with total revenues above €8 billion and EBITDA above €3 billion (from 1996 to 2009);

   

Board director of Enersis (2007 to 2009) and Endesa Chile (1999 to 2002 and 2006 to 2007), both public Chilean companies listed on the NYSE;

   

Management consulting roles with PwC (2010 to 2011), where he led the energy sector practice in Spain, and McKinsey & Company in Spain, Latin America and the United States (1989 to 1995).

Qualifications and awards:

 

Mining Engineering degree (MSc equivalent) from Universidad Politécnica de Madrid (graduated with honours);

   

M.B.A. from INSEAD (awarded the Henry Ford II award for academic excellence).


José María Alapont

 

 

Roles at Ferroglobe:

 

Member of the Audit and Compensation Committees (from May 16, 2018);

   

Non-Executive Director (from January 24, 2018).

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Other appointments:

 

Board director of Ashok Leyland Ltd (from 2017) where he is also a member of the Investment, Technology and Nomination and Remuneration Committees;

   

Board director of Navistar Inc. (from 2016) where he is also Chair of the Nomination and Governance Committee and a member of the Finance Committee (from 2018);

   

Board director of Hinduja Investments and Project Services Ltd (from 2016);

   

Board director of Hinduja Automotive Ltd (from 2014).

Experience:

 

President and Chief Executive Officer of Federal-Mogul Corporation, the automotive powertrain and safety components supplier (from March 2005 to 2012), Chairman of its Board (from 2005 to 2007) and member of the Board (from 2005 to 2013);

   

Chief Executive and member of the Board of Fiat Iveco, S.p.A., a leading global manufacturer of commercial trucks and other specialised vehicles (from 2003 to 2005);

   

Executive, Vice President and President positions for more than 30 years at other leading global vehicle manufacturers and suppliers such as Ford Motor Company, Delphi Corporation and Valeo S.A (prior to 2003);

   

Member of the Board of The Manitowoc Company Inc. (from 2016 to 2018);

   

Member of the Board of Mentor Graphics Corp. (from 2011 to 2012);

   

Member of the Davos World Economic Forum (from 2000 to 2011).

Qualifications and awards:

 

Industrial Engineering degree from the Technical School of Valencia;

   

Philology degree from the University of Valencia in Spain.


Donald G. Barger Jr.

 

 

Roles at Ferroglobe:

 

Chairman of the Compensation Committee and a member of Nominations Committee (from January 1, 2018);

   

Non-Executive Director (from December 23, 2015);

   

Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee (from December 23, 2015 to December 31, 2017).

Experience:

 

Member of the Globe Board from December 2008 until the closing of the Business Combination and Chairman of Globe's Audit and Compensation Committees;

   

Successful 36-year business career in manufacturing and services companies, including:

   

Vice President and Chief Financial Officer of YRC Worldwide Inc. (formerly Yellow Roadway Corporation), one of the world's largest transportation service providers (from 2000 to 2007) and advisor to the CEO until his retirement (2007 to 2008);

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Vice President and Chief Financial Officer of Hillenbrand Industries Inc., a provider of services and products for the health care and funeral services industries (from 1998 to 2000);

   

Vice President of Finance and Chief Financial Officer of Worthington Industries, Inc., a diversified steel processor (from 1993 to 1998);

   

Member of the Board of Gardner Denver, Inc. and of its Audit Committee for his entire 19-year tenure until the company's sale in July 2013, He served as Chair of the Committee for 17 of those years;

   

Member of the Board of Quanex Building Products Corporation for 16 years, retiring in February 2012. He served on its Audit Committee for 14 years and was its Chair for most of that time;

   

Considered a "financial expert" for SEC purposes on all the public company boards on which he has served.

Qualifications and awards:

 

B.S. degree from the U.S. Naval Academy;

   

M.B.A. from the University of Pennsylvania.


Bruce L. Crockett

 

 

Roles at Ferroglobe:

 

Member of the Compensation Committee (from January 1, 2018);

   

Non-Executive Director and member of the Audit Committee (from December 23, 2015).

Other appointments:

 

Chairman of the Board of Invesco Mutual Funds Group and member of its Audit, Investment and Governance Committees (from 1991 in the case of the Board; 2003 as Chairman; and on the board of predecessor companies from 1978);

   

Board director (from 2013) and Audit Committee Chair of ALPS Property & Casualty Insurance Company (from 2014);

Chairman of Crockett Technologies Associates (from 1996) and a private investor;

   

Life trustee of the University of Rochester.

Experience:

 

Member of Globe's Board from April 2014 until the closing of the Business Combination and a member of Globe's Audit Committee;

   

President and Chief Executive Officer of COMSAT Corporation (from 1992 until 1996) and President and Chief Operating Officer (from 1991 to 1992). Held various other operational and financial positions at COMSAT from 1980, including Vice President and Chief Financial Officer;

   

Member of the Board of Ace Limited (from 1995 until 2012);

   

Member of the Board of Captaris, Inc. (from 2001 until its acquisition in 2008) and Chairman (from 2003 to 2008).

Qualifications and awards:

 

A.B. degree from the University of Rochester;

   

B.S. degree from the University of Maryland;

   

M.B.A. from Columbia University;

   

Honorary Doctor of Law degree from the University of Maryland.

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Stuart E. Eizenstat

 

 

Roles at Ferroglobe:

 

Member of the Corporate Governance Committee (from January 1, 2018) and Nominations Committee (from May 16, 2018);

   

Non-Executive Director (from December 23, 2015);

   

Member of the Nominating and Governance Committee (from December 23, 2015 to December 31, 2017).

Other appointments:

 

Senior Counsel of Covington & Burling LLP in Washington, D.C. and head of its international practice (from 2001);

   

Member of the Advisory Boards of GML Ltd. (from 2003) and of the Office of Cherifien de Phosphates (from 2010);

   

Trustee of BlackRock Funds (from 2001).

Experience:

 

Member of the Globe Board from 2008 until the closing of the Business Combination and Chair of the Nominating Committee;

   

Member of the Board of Alcatel-Lucent (from 2008 to 2016);

   

Member of the Board of United Parcel Service (from 2005 to 2015);

   

Special Adviser to Secretaries of State Clinton and Kerry on Holocaust-Era Issues (from 2009 to 2017);

   

Special Representative of the President and Secretary of State on Holocaust Issues during the Clinton Administration (from 1993 to 2001);

   

Deputy Secretary of the United States Department of the Treasury (from 1999 to 2001);

   

Under Secretary of State for Economic, Business and Agricultural Affairs (from 1997 to 1999);

   

Under Secretary of Commerce for International Trade (from 1996 to 1997);

   

U.S. Ambassador to the European Union (from 1993 to 1996);

   

Chief Domestic Policy Advisor in the White House to President Carter (from 1977 to 1981);

   

Author of "Imperfect Justice: Looted Assets, Slave Labor, and the Unfinished Business of World War II"; "The Future of the Jews: How Global Forces are Impacting the Jewish People, Israel, and its Relationship with the United States"; and "President Carter: The White House Years".

Qualifications and awards:

 

B.A. in Political Science, cum laude and Phi Beta Kappa, from the University of North Carolina at Chapel Hill;

   

J.D. from Harvard Law School;

   

Eight honorary doctorate degrees and awards from the United States, French, German, Austrian, Belgian and Israeli governments.


Manuel Garrido y Ruano

 

 

Roles at Ferroglobe:

 

Member of the Corporate Governance Committee (from January 1, 2018);

   

Non-Executive Director (from May 30, 2017);

   

Member of the Nominating and Corporate Governance Committee (from May 30, 2017 to December 31, 2017).

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Other appointments:

 

Chief Financial Officer of Grupo VM (since 2003) and member of the Board or on the steering committee of a number of its subsidiaries in the energy, financial, construction and real estate sectors;

   

Professor of Communication and Leadership of the Graduate Management Program at CUNEF in Spain.

Experience:

 

Member of the steering committee of FerroAtlántica until 2015, having previously served as its Chief Financial Officer (from 1996 to 2003);

   

Worked with McKinsey & Company from 1991 to 1996, specialising in restructuring, business development and turnaround and cost efficiency projects globally.

Qualifications and awards:

 

Masters of Civil Engineering with honours from the Universidad Politecnica de Madrid;

   

M.B.A. from INSEAD.


Greger Hamilton

 

 

Roles at Ferroglobe:

 

Chairman of the Audit Committee (from December 23, 2015);

   

Member of the Corporate Governance Committee (from January 1, 2018);

   

Member of the Compensation Committee (from December 23, 2015 to December 31, 2017);

   

Non-Executive Director (from December 23, 2015).

Other appointments:

 

Managing Partner of Ovington Financial Partners Ltd (from 2009);

   

Co-founder and director of the BrainHealth Club (from 2016).

Experience:

 

Partner at European Resolution Capital Partners, where he assisted in the restructuring of international banks in 16 countries (from 2009 to 2014);

   

Managing Director at Goldman Sachs International (1997 to 2008);

He began his career at McKinsey and Company, where he worked from 1990 to 1997.

Qualifications and awards:

 

B.A. in Business Economics and International Commerce from Brown University.


Javier Monzón

 

 

Roles at Ferroglobe:

 

Member of the Nominations Committee and Chairman of the Corporate Governance Committee (from January 1, 2018);

   

Senior Independent Director (from October 26, 2017);

   

Chairman of the Compensation Committee and member of the Audit Committee (from December 23, 2015 to December 31, 2017);

   

Non-Executive Director (from December 23, 2015).

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Other appointments:

 

Member of the Board of Promotora de Informaciones SA (PRISA) (from November 2017), Vice Chairman of the Board (from February 2018) and Senior Independent Director (from April 2018). Also, Chairman of the Nominations, Compensation and Corporate Governance Committees;

   

Member of the Board of Santander Espana (from June 2015) and senior advisor to the Group Executive Chairman;

   

Member of the Board of 4IQ (from April 2017);

   

Member of the Board of ACS Servicios y Concesiones, S.A. (from 2004).

Experience:

 

Chairman and CEO of Indra Sistemas, S.A. (from 1992 until 2015);

   

Member of the Supervisory Board of Lagardere (from 2008 to 2017);

   

Partner at Arthur Andersen (from 1989 to 1990);

   

Chief Financial Officer of Telefonica S.A. (from 1984 to 1987) and Executive Vice President and Chairman of Telefonica International, S.A. (from 1987 to 1989);

   

He began his career at Caja Madrid, where he was a Corporate Banking Director.

   

Not-for profit activities include:

   

Chairman of the Executive Committee of Fundación CYD (Knowledge and Development Foundation) (from 2003);

   

Member of the Board of Endeavor Spain, and of the International Advisory Council of Brookings (both from 2014);

   

Vice Chairman of the American Chamber of Commerce in Spain (from March 2010 until January 2015);

   

Vice Chairman of the Board of Carlos III University (until 2017).

Qualifications and awards:

 

Degree in Economics from Universidad Complutense de Madrid.


Pierre Vareille

 

 

Roles at Ferroglobe:

 

Member of the Audit and Compensation Committees (from January 1, 2018);

   

Non-Executive Director (from October 26, 2017).

Other appointments:

 

Chairman of Societe BIC SA (from 2009 as director and 2018 as Chairman);

   

Board director and member of the Remuneration and Selection Committee of Etex SA (from 2017);

   

Board director and member of the Audit Committee of Verallia (from 2015);

   

Board director and member of the Remuneration Committee of Outokumpu Oyj (from 2018);

   

Founder and Co-Chairman of the Vareille Foundation (from 2014).

Experience:

 

Chief Executive Officer of Constellium NV (from 2012 to 2016);

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Chairman and Chief Executive Officer of FCI SA (from 2008 to 2012);

   

Group Chief Executive of Wagon PLC (from 2004 to 2007);

   

Extensive experience in the metals and manufacturing sectors and in the management of global industrial companies.

Qualifications and awards:

 

Graduate of the Ecole Centrale de Paris, the French engineering school;

   

Degree in Economics and Finance from the Sorbonne University, Paris, France.


Juan Villar-Mir de Fuentes

 

 

Roles at Ferroglobe:

 

Non-Executive Director (from December 23, 2015).

Other appointments:

 

Vice Chairman of Grupo VM (from 1999);

   

Vice Chairman and CEO of Inmobiliaria Espacio, S.A.;

   

Board director of Obrascón Huarte Lain, S.A. (from 1996) and Chairman (from 2016).

Experience:

 

Member of the Board and Audit Committee of Inmobiliaria Colonial, S.A (from June 2014 to May 2017).

Qualifications and awards:

 

Bachelor's Degree in Business Administration and Economics and Business Management.

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Directors' responsibilities

          The directors are responsible for preparing the annual reports and the financial statements in accordance with applicable law and regulations.

          Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards ("IFRSs") as issued by the International Accounting Standards Board ("IASB") and have elected to prepare the parent company financial statements in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework. 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 Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:

          The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements and the directors' remuneration report comply with the Companies Act. They are also responsible for safeguarding the assets of the Company and the Group and hence 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.

Directors' responsibility statement

          To the best of each directors' knowledge:

The responsibility statement was approved by the Board and signed on its behalf.

By order of the Board on May 29, 2018.

PEDRO LARREA PAGUAGA

Director

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Directors' remuneration report

Introduction

Dear Shareholder

          As Chairman of the Compensation Committee (the "Committee"), and on behalf of the Board, I am pleased to present the directors' remuneration report for the period ended December 31, 2017.

          This report sets out the Company's annual report on remuneration (the "ARR"), only the second covering a full financial year since the Company was established as parent of Globe and FerroAtlántica on December 23, 2015. The ARR will be subject to an advisory vote at the forthcoming Annual General Meeting in June 2018. The directors' remuneration policy (the "Policy"), which was approved by a 92.09% majority at the Company's Annual General Meeting in 2016, will be brought back to the Company's shareholders for approval at the Company's Annual General Meeting in 2019 and is included in this report for reference only.

Board and committee changes

          On January 1, 2018 I took over as Chairman of the Compensation Committee from Javier Monzón who served with distinction throughout the year under review. It was a busy year for the Company and for the Board. There were a number of other changes to the make-up and structure of the Board and its Committees, as noted in the Chairman's letter and the directors' report from pages 7 and 14 respectively.

          Javier López Madrid was appointed Executive Chairman on December 31, 2016 and his service contract was adjusted with the approval of the Committee in 2017 to take account of this change in his role. No change was made to his remuneration as a result of the change in his role.

          As with all the Board appointees this year, we were delighted to welcome Pedro Larrea Paguaga, to the Board when he was appointed on June 28, 2017. Pedro has been our CEO since December 2015 and his appointment increased our number of Executive Directors to two. His remuneration for the period from the date of his appointment to the Board is disclosed in the ARR. Minor adjustments were made to Pedro's service contract to bring it into line with that of our other Executive Director and clarify the potential impact of Pedro being subject to the Policy. Pedro's remuneration in place prior to his appointment to the Board was in line with the Policy and no change to his pay was made.

Annual bonus awards for 2017

          The annual bonus objectives for the Executives in 2017 included financial objectives applicable to 75% of the award determined by reference to the Group's Adjusted EBITDA, Adjusted EBITDA margin and Free Cash Flow. For Javier López Madrid, the remaining 25% was split, with 10% payable by reference to the Company's success in reducing its leverage and 15% based on an assessment of chairmanship and governance. For Pedro Larrea Paguaga, the remaining 25% was payable by reference to the reduction in the Company's leverage. Pedro Larrea Paguaga was also subject to a performance underpin requiring that there be no finding of material weaknesses or unacceptable significant deficiencies for SOX purposes in our 2017 Form 20-F, such that a finding of material weakness would result in a reduction of 15% in the overall amount payable.

          In early 2018, the Committee reviewed performance against these measures. The Company had exceeded target performance for each of its financial measures, with Adjusted EBITDA at 168% of target, Adjusted EBITDA margin at 150% and Free Cash Flow at over 200%. The achievement in respect of the non-financial metrics was also strong overall, reflecting the commitment shown to

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deleveraging the business and, in the case of the Executive Chairman, to governance and chairmanship. However, following a finding of material weakness for SOX purposes and the operation of the underpin, the CEO's bonus was reduced by 15% to 131% of target. The Executive Chairman volunteered the reduction of his annual bonus to the same percentage of target as that of the CEO and the Committee accepted his offer to do so. Of these awards, 100% of salary is payable in cash, while the balance is to be deferred into shares for a three-year period in accordance with the Policy.

          There is more on the outturn of the 2017 annual bonus awards on pages 48 and 49 in the ARR.

LTIPs in 2017

          As the Company first granted awards under its EIP in 2016, all of which have a three-year performance period, no awards vested in 2017.

          Awards were granted to Javier López Madrid and Pedro Larrea Paguaga under the EIP, both subject to performance conditions in accordance with the commitment made by the Committee in 2017 not to grant awards without performance conditions going forward. In 2016, the Executives' remuneration had recognized the short-term imperative of integrating the business. As originally outlined in the 2015 report, for 2017 the mix of short and long-term reward was re-balanced and, as the maximum annual bonus opportunity was reduced to 230% for the Executive Chairman and 200% for the CEO, so target vesting of awards under the EIP was increased from 100% to 230% of salary for the Executive Chairman and 200% of salary for the CEO, with a maximum opportunity of twice target in each case.

          The performance conditions remain unchanged from the 2016 awards: vesting of 60% of the total award continues to be determined by Ferroglobe's Total Shareholder Return ("TSR") performance with 30% measured relative to a bespoke group of peers and 30% relative to the S&P Global 1200 Metals and Mining Index. The remaining 40% is determined based on a "quality of performance assessment", comparing the Company's return on invested capital ("ROIC") over the three-year period with that of a bespoke comparator group of the Company's peers using a quarterly average for the calculation of Invested Capital and the Company's net operating profit after tax ("NOPAT") growth with that of the same bespoke comparator group of the Company's peers. The targets set are considered by the Committee to be stretching.

Looking forward to 2018

          In setting the performance measures and targets for the Executive Chairman's and CEO's annual bonuses in 2018, the Committee continued to apply the underlying principles that the KPIs be well defined and quantifiable. As in 2017, financial metrics represent 75% of opportunity for the Executive Directors. The financial measures chosen include Adjusted EBITDA and Free Cash Flow, along with net income as a preferred measure of underlying financial performance. Operational measures relevant to the Executive's role and aligned with the strategic priorities of the Company will determine pay-out in respect of the remaining 25% of the annual bonus for 2018, with an underpin based on improvement in the Group's safety targets whereby the overall amount payable may be reduced by 20% should certain key metrics be missed. These operational measures, along with the targets for the financial KPIs and the underpin, are commercially sensitive but will be disclosed retrospectively in the ARR for 2018.

          As in 2017, the target bonus opportunity for each Executive is 100% of salary, with a maximum opportunity of twice target, and any amount payable above target awarded as deferred shares, vesting after three years subject to continued employment with the Group.

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          In accordance with the Policy, the Company reviewed the allowances payable to the Executives in recognition of the cost and disruption incurred in their relocation to London and determined that it was appropriate to continue paying those allowances at current levels throughout 2018. The Committee will examine this area as part of its review of remuneration ahead of the Policy vote at the 2019 AGM.

          The performance conditions, target vesting and maximum opportunity under the EIP in 2018 is as for 2017 for each Executive.

Non-Executive remuneration

          As the Executive Chairman explains in his letter on page 7, the structure of the Board Committees was revised in 2017. This initiative to refresh the Company's governance framework and align it more closely with good governance practice was led by the Executive Chairman. The fees payable to the Non-Executive Directors were adjusted following this re-structuring. The fees for chairing and joining the Audit and Compensation Committee remained unchanged in 2017 and the membership and Chair's fee formerly paid in respect of the Nominating and Corporate Governance Committee is now payable to the members and Chair of the Corporate Governance Committee whose workload is unlikely to have reduced as a result of the change in structure. Given the schedule and remit of the newly-formed Nominations Committee (which meets as required and at least twice each year), it was agreed by the Board, following review and recommendation by the Committee, that fees payable be calculated on a per meeting basis and subject to a cap of £10,000 per annum, with no fee payable to its Chair while he or she is (as at present) an Executive Director.

          I would like to thank you, our shareholders, for your support to date for our Policy and its implementation. I am looking forward to bringing the Directors' Remuneration Policy back to the Company's members at our 2019 AGM and trust that we will present you with a policy reflecting the Company's continuing maturity and progress and gain your continued support.

Signed on behalf of the Board.

Donald G. Barger, Jr

Chairman of the Compensation Committee

May 29, 2018

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Remuneration policy

Objectives

          The Directors' Remuneration Report has been prepared in accordance with the provisions of the Companies Act and The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (the "Regulations"). The Policy was approved at the 2016 Annual General Meeting. The approved Policy can be found in the Report and Financial Statements for the period ended December 31, 2015 and on the Company's website. The Policy is set out below for information only. Reflecting his departure from the Board at the end of 2016, references to the legacy arrangements of Mr Kestenbaum have been removed. Other minor changes to the text of the Policy have also been made, in particular to reflect the fact that it has now been approved by shareholders and the charts showing remuneration scenarios on pages 35 and 36 have been updated to reflect the appointment of the CEO to the Board and proposed 2018 remuneration levels for both Executive Directors.

          The overall aim of our remuneration strategy is to provide appropriate incentives that reflect the Company's high-performance culture and values to maximise returns for our shareholders. In summary, we aim to:

          There are no material differences in the Policy for our Executive Directors compared to that of our senior management other than in terms of quantum and levels of participation in incentive plans reflecting the higher weighting to variable pay and ability to influence performance outcomes. For our wider employee population, the Company aims to provide remuneration structures and levels that reflect market norms.

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Components of remuneration for Executive Directors

Element

  Purpose and link
to strategy
  Operation and maximum
opportunity
  Performance
framework and recovery

Salary

  A fixed salary commensurate with the individual's role, responsibilities and experience, having regard to broader market rates.   Reviewed annually, taking account of Group performance, individual performance, changes in responsibility and levels of increase for the broader employee population and market salary levels.   Not applicable.

Pension and retirement benefits

 

Attraction and retention of top talent; providing mechanism for the accumulation of retirement benefits.

 

Executive Directors may be paid a cash allowance in lieu of pension.

The maximum cash allowance is 20% of base salary. This includes contributions to the U.S. tax-qualified defined contribution 401(k) plan.

 

Not applicable.

Benefits

 

Attraction and retention of top talent.

 

Benefits may include but are not limited to medical cover, life assurance and income protection insurance.

 

Not applicable.

     

Relocation allowances may take into account a housing allowance, school fees, adviser fees for assistance with tax affairs and an expatriate allowance to cover additional expenditure incurred as a result of the relocation. Payment of such relocation allowances will be reviewed by the Committee on an annual basis.

   

     

Benefits will be provided as the Committee deems necessary including to take into account perquisites or benefits received from a prior employer or as is customary in the country in which an executive resides or is relocated from.

   

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Element

  Purpose and link
to strategy
  Operation and maximum
opportunity
  Performance
framework and recovery

     

Benefits provided by the Company are subject to market rates and therefore there is no prescribed monetary maximum. The Company and the Committee will keep the cost of the benefits under review.

   

     

The Company provides all Executive Directors with directors' and officers' liability insurance and will provide an indemnity to the fullest extent permitted by the Companies Act.

   

Annual bonus

 

Short-term performance-based incentive to reward achievement of annual performance objectives.

 

The Committee will determine an Executive Director's actual bonus amount, subject to the achievement of quantitative and qualitative performance criteria.

At least two-thirds of the bonus will be based on financial metrics with the balance based on non-financial metrics.

The maximum bonus opportunity that may be awarded to an Executive Director is normally 200% of salary. In 2016 it was higher than this as the Committee determined that more focus should be given to shorter term measures for business integration reasons with a broadly equivalent reduction in long-term incentive. If the Committee provides higher annual bonus opportunities in any year its rationale will be clearly explained in the Annual Report on Remuneration for the relevant year. In these and other exceptional circumstances the limit will be 500% of salary.

No more than 25% of the maximum bonus payable for each performance condition will be payable for threshold performance.

 

The Committee will select the most appropriate performance measures for the annual bonus for each performance period and will set appropriately demanding targets.

Normally any bonus earned in excess of the target amount will be deferred for three years into shares in the Company. The Executive Director may be granted an additional long-term incentive award as described below of equal value (at maximum) to the amount of annual bonus deferred.

Recovery and recoupment will apply to all bonus awards for misstatement, error or gross misconduct.

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Element

  Purpose and link
to strategy
  Operation and maximum
opportunity
  Performance
framework and recovery

Long-term incentive awards

 

Focus Executive Directors' efforts on sustainable strong long-term performance of the Company as a whole, and to aid retention with multi-year vesting provision. Improves alignment of Executive Directors' interests with those of the Company and shareholders.

 

Executive Directors are eligible for awards to be granted as decided by the Committee under the Company's long-term incentive plan. Awards would normally vest three years after the date of grant. The Committee may determine whether or not awards are subject to achievement of performance targets measured over a three-year period. Awards where the vesting is subject to achievement of performance targets will form at least two-thirds of the total long-term incentive awards granted to an Executive Directors in any financial year. The Committee has decided that all awards granted in 2017 and subsequent years to Executive Directors under the Policy will be subject to performance targets.

The annual target award limit will not normally be higher than 300% of salary (based on the face value of shares at date of grant).

Maximum vesting is normally 200% of target (based on the face value of shares at date of grant).

There is an exceptional annual target award limit in recruitment, appointment and retention situations of 500% of salary.

 

The Committee will select the most appropriate performance measures for long-term incentive awards for each performance period and will set appropriately demanding targets.

Recovery and recoupment will apply to all long-term incentive awards for misstatement, error or gross misconduct.

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Element

  Purpose and link
to strategy
  Operation and maximum
opportunity
  Performance
framework and recovery

Share ownership guidelines

 

Increases alignment between the Executive Directors and shareholders.

 

Executive Directors, including the Executive Chairman, are recommended to hold a percentage of their salary in shares. This holding guideline could be achieved through the retention of shares on vesting/exercise of share awards and may also (but is not required) be through the direct purchase of shares by the Executive Directors.

 

Not applicable.

Performance criteria and discretions

Selection of Criteria

          The Committee annually assesses at the beginning of the relevant performance period which corporate performance measures, or combination and weighting of performance measures, are most appropriate for both annual bonus and long-term incentive awards to reflect the Company's strategic initiatives for the performance period. The Committee has the discretion to change the performance measures for awards granted in future years based upon the strategic plans of the Company. The Committee sets demanding targets for variable pay in the context of the Company's trading environment and strategic objectives and taking into account the Company's internal financial planning and market forecasts. Any non-financial goals will be well defined and measurable.

Discretions retained by the Committee in operating its incentive plans

          The Committee operates the Group's various plans according to their respective rules. In administering these plans, the Committee may apply certain operational discretions. These include the following:

          The Committee, acting fairly and reasonably, and after consulting plan participants, may adjust the targets and/or set different measures and alter weightings for the variable pay awards already granted (in a way that the alterations are intended to create an equivalent outcome for plan participants) only if an unexpected event (corporate or outside event) occurs which causes the Committee to reasonably consider that the performance conditions would not without alteration achieve their original purpose and the varied conditions are materially no more or less difficult to satisfy than the original conditions. Any changes and the rationale for those changes will be set out clearly in the Annual Report on Remuneration in respect of the year in which they are made.

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Remuneration scenarios for the Executive Directors

          Reflecting the Board changes, the charts below have been updated to shows the level of remuneration potentially payable to each of Javier López Madrid as Executive Chairman and Pedro Larrea Paguaga as CEO under different performance scenarios for the 2018 financial year:

          In respect of the remuneration of the Executive Chairman:

GRAPHIC

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          In respect of the remuneration of the CEO:

GRAPHIC

Assumptions

1.
Fixed pay comprises base salary for 2018, benefits at an estimated level (3.4% of salary in the case of Javier López Madrid and 5.9% of salary in the case of Pedro Larrea Paguaga), a normal level of expatriate allowance of 20% of base salary with an exceptional additional expatriate allowance of 20% of base salary (for up to three years to 2019 — from appointment as an Executive Director in the case of Javier López Madrid and from appointment as CEO in the case of Pedro Larrea Paguaga — because of the particular circumstances of the relocation of the Ferroglobe business to London) and a pension contribution of 20% of salary in accordance with the Policy.

2.
On-target performance comprises fixed pay plus annual bonus of 100% of salary and long-term incentives of 230% of salary for the Executive Chairman and 200% for the CEO.

3.
Maximum performance comprises fixed pay plus annual bonus of 200% of target and long-term incentives of 200% of target.

4.
No share price growth or dividends have been assumed. As described in the Policy, an additional long-term incentive award may be granted if part of the annual bonus is deferred, with the maximum value of such award equal to the amount of bonus deferred. As at December 31, 2017, no such awards have been made to the Executive Directors.

5.
The exchange rate used in these charts and throughout this report, save where stated otherwise, is the Group's average GBP: USD exchange rate for the year to December 31, 2017 of GBP1=USD1.2886.

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Approach to recruitment remuneration

          The Committee expects any new Executive Directors to be engaged on terms that are consistent with the Policy as set out in the policy table above.

          The Committee recognises that it cannot always predict accurately the circumstances in which any new directors may be recruited. The Committee may determine that it is in the interests of the Company and shareholders to secure the services of a particular individual which may require the Committee to take account of the terms of that individual's existing employment and/or their personal circumstances. Examples of circumstances in which the Committee expects it might need to do this are:

          In making any decision on any aspect of the remuneration package for a new recruit, the Committee would balance shareholder expectations, current best practice and the requirements of any new recruit and would strive not to pay more than is necessary to achieve the recruitment. The Committee would give full details of the terms of the package of any new recruit in the next remuneration report. Award levels under the Company's variable incentive plans would not exceed those set out in the policy table, but their proportions can be altered for the first three years of employment.

Executive Directors' service contracts and policy on cessation

          In order to motivate and retain the Executive Directors and other senior executives, most of whose backgrounds are in the United States and Europe, the Committee took account of market practices in those countries in (a) determining the treatment of annual bonus and long-term incentive awards in case of termination of their employment by the Company without cause; (b) referencing past annual bonuses in calculating the amount of payment in lieu of notice; (c) determining the extent of vesting of long-term incentive awards in the event of a takeover; and (d) determining that at least two-thirds of the total long-term incentive awards granted to an executive in any financial year will be subject to achievement of performance targets.

Service contracts

          It is the Company's policy (subject to the Approach to Recruitment Remuneration above) that all Executive Directors have rolling service contracts for an indefinite term but a fixed period of notice of termination which would normally be 12 months. With respect to newly appointed directors, the Committee may, if it considers it necessary, agree a notice period in excess of 12 months (but not exceeding 24 months), provided it reduces to 12 months within a specified

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transition period of not exceeding 36 months. The service contracts for Javier López Madrid and Pedro Larrea Paguaga are in accordance with this policy.

          It is the Company's policy that an Executive Director's service contract may be terminated without notice and without further payment or compensation, except for sums accrued to the date of termination, for cause (as defined in the service contract). In other circumstances, the Company may terminate employment with immediate effect and make a payment in lieu of notice in the amount equivalent to the aggregate of (i) base salary, (ii) the average of annual bonuses in the last three years prior to termination, (iii) pension allowance plus (iv) cost of benefits, for the notice period (or if a notice has been served, for the unserved notice period). An Executive Director would be entitled to an equivalent payment in the event of his resignation for good reason (as defined in the service contract). Normally there would be no additional contractual entitlement in respect of a change-in-control. An Executive Director may also be entitled to certain amounts with respect to annual bonus and long-term incentive awards, as described below. "Cause" and "good reason" as defined in the service contract also apply in relation to annual bonus awards and long-term incentive awards as described below. Executive Directors' service contracts (or a memorandum of the terms where the contract is unwritten) are available for inspection at the Group's office at 2nd Floor West, Lansdowne House, 57 Berkeley Square, London, W1J 6ER during normal business hours and at the 2018 AGM.

Generally

          As circumstances may require, the Committee may approve compensation payments in consideration of statutory entitlements, for a release of claims, enhanced post-termination restrictive covenants or transitional assistance, such as outplacement services and payment of legal fees in connection with termination, home relocation expenses including tax related expenses and other ancillary payments thereto.

Annual bonus awards

          In the event that an Executive Director's employment is terminated without cause, by resignation by the Executive Director for good reason, or by reason of death, injury, disability on his employing company or the business for which he works being sold out of the Group, the Company will pay an annual bonus amount in respect of the financial year in which termination occurs subject to performance conditions being met at the end of the period and with pro-rating of the award determined on the basis of the period of time served in employment during the normal vesting period but with the Committee retaining the discretion in exceptional circumstances to increase the level of vesting within the maximum annual bonus amount as determined by the performance conditions. The Committee may, if it considers it appropriate in exceptional circumstances, measure performance to the date of cessation. In other circumstances, payment will be at the Committee's discretion. The Committee will consider the period of the year worked and the performance of the executive during that period when considering how to exercise its discretion.

Long-term incentive awards

          As a general rule, any unvested long-term incentive award (except deferred bonus awards see below) will lapse upon an Executive Director ceasing to be an employee or director in the case of voluntary resignation or dismissal for cause. However, if the cessation is without cause, by resignation by the Executive Director for good reason, or because of his death, injury, disability or on his employing company or the business for which he works being sold out of the Group or in other circumstances at the discretion of the Committee, then their award will vest in full on the date when it would have ordinarily vested subject to the performance conditions being met. Where an award vests at the discretion of the Committee that award may be pro-rated taking into account the

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period of time served in employment during the normal vesting period of the award. The Committee can for any cessation measure performance up to the date of cessation and permit awards to vest early.

          Deferred bonus awards vest in full upon cessation, other than in case of voluntary resignation by an Executive Director without good reason or dismissal for cause. Vested but unexercised awards held on cessation will remain capable of exercise for a limited period save in the case of dismissal for cause.

          In the event of a takeover all awards will vest early to the extent that the performance conditions are determined as satisfied at that time on such basis as the Committee considers appropriate.

External appointments

          Executive Directors may retain fees paid for external director appointments. These appointments are subject to approval by the Board and must be compatible with their duties as Executive Directors.

Matters taken into consideration in determining policy and differences in the remuneration policy of the Executive Directors and employees

          It is not the Committee's practice to consult with employees on matters relating to executive pay. However, the Committee will consider pay structures, practices and principles across the Group on a regular basis and take these into account in any review of the Executive Directors' current policy or implementation thereof.

          The Committee will consider feedback from shareholders and take into account the results of both advisory and binding votes concerning executive pay at the Annual General Meeting as well as ensuring it engages with shareholders on executive pay matters. The Company has taken account of its understanding of the guidelines of shareholders in formulating its Directors' Remuneration Policy.

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Directors' remuneration policy for Non-Executive Directors

Element

  Purpose and link
to strategy
  Operation and maximum
opportunity
  Performance framework
and recovery

Non-Executive Directors fees including non-executive chairman

  To appropriately remunerate the Non-Executive Directors   The Non-Executive Directors are paid a basic fee. Supplemental fees may be paid for additional responsibilities and activities, such as for the committee chairmen and other members of the main Board committees (e.g. audit, compensation, nominations and corporate governance) and the Senior Independent Director, to reflect the additional responsibilities as well as travel fees to reflect additional time incurred in travelling to meetings.   Not applicable

     

These fee levels are reviewed periodically, with reference to time commitment, knowledge, experience and responsibilities of the role as well as market levels in comparable companies both in terms of size and sector.

   

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Element

  Purpose and link
to strategy
  Operation and maximum
opportunity
  Performance framework
and recovery

     

The Company does not currently have a non-executive Chairman. If one were appointed his fee would be set at a level with reference to time commitment, knowledge, experience and responsibilities of the role as well as market levels in comparable companies both in terms of size and sector.

   

     

There is no maximum fee level or prescribed annual increase.

   

Payment of expenses and benefits

 

To support the Non-Executive Directors in the fulfilment of their duties

 

Reasonable expenses incurred by the Non-Executive Directors in carrying out their duties may be reimbursed by the Company including any personal tax payable by the Non-Executive Directive as a result of reimbursement of those expenses. The Company may also pay an allowance in lieu of expenses if it deems this appropriate.

 

Not applicable

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Element

  Purpose and link
to strategy
  Operation and maximum
opportunity
  Performance framework
and recovery

     

The Company provides Non-Executive Directors with directors' and officers' liability insurance and an indemnity to the fullest extent permitted by the Companies Act.

   

Legacy Arrangements with Certain Non-Executive Directors

          Prior to the Business Combination, in keeping with many other NASDAQ listed companies, Globe granted restricted stock units and share appreciation rights to its non-executive directors. Outstanding awards as at December 31, 2017 held by the Non-Executive Directors, who were previously Globe's non-executive directors, are set forth on page 52.

          It is noted that those Non-Executive Directors with restricted stock units and share appreciation rights may be regarded as not being independent by U.K. based proxy voting agencies although the Board considers them to be fully independent. It is a provision of this Policy that the Company may accelerate the vesting of or repurchase of these awards based on an independent valuation, if it deems it to be appropriate.

Letters of Appointment with Non-Executive Directors

          The Company does not enter into service contracts with its Non-Executive Directors, rather the Company enters into letters of appointment for a rolling period of 12 months with each annual renewal being subject to re-election at each annual general meeting of the Company. No compensation for loss of office is payable in the event a Non-Executive Director is not re-elected. The Company may request that the non-executive directors resign with immediate effect in certain circumstances (including material breach of their obligations) in which case their appointment would terminate without compensation to the Non-Executive Director for such termination but with accrued fees and expenses payable up to the date of termination.

Appointment of non-executive directors

          For the appointment of a Non-Executive Chairman or other Non-Executive Directors, the fee arrangement would be in accordance with the approved Directors' Remuneration Policy in place at that time.

Minor amendments

          The Committee may make minor changes to the Policy, which do not have a material advantage or disadvantage overall to directors, to aid in its operation or implementation (including to take account of any change in legislative or regulatory requirements applicable to the Company) without seeking shareholder approval for a revised version of the Policy.

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Annual report on remuneration

Implementation of the Directors' Remuneration Policy for the year ending December 31, 2018

          This section sets out how the Committee intends to implement the Policy for the year ending December 31, 2018.

Base salary

          Javier López Madrid was appointed as Executive Chairman with effect from December 31, 2016. Javier López Madrid's salary was reviewed on his appointment and remains unchanged at £555,000 ($715,713) per annum.

          Pedro Larrea Paguaga was appointed as Chief Executive Officer with effect from December 23, 2015 and to the Board of Directors on June 28, 2017. Notwithstanding his appointment to the Board, Pedro Larrea Paguaga's salary was reviewed and remains unchanged at £475,000 ($612,085) per annum.

Pension and benefits

          In accordance with the Policy, both Executive Directors receive a pension contribution at the rate of 20% of base salary, payable as a cash allowance, benefits to the value of an estimate of 4% of salary for the Executive Chairman and 6% for the CEO and an expatriate benefits allowance. This expatriate benefits allowance will usually be equal to 20% of base salary. However, as described in the 2015 annual report, Executive Directors are entitled to an exceptional additional expatriate allowance of a further 20% of salary for a period of up to three years until January 1, 2019: from appointment as an Executive Director, in the case of Javier López Madrid: and from appointment as CEO, in the case of Pedro Larrea Paguaga. This exceptional allowance is in line with market practice, because of the particular circumstances of the relocation of the Ferroglobe business in this period of transition. The expatriate allowance is reviewed by the Committee on an annual basis.

          The Company provides directors' and officers' liability insurance and will provide an indemnity to the fullest extent permitted by the Companies Act.

Annual bonus

          The target annual bonus opportunity for the Executive Directors will be 100% of base salary with a maximum opportunity of twice the target level.

          75% of the annual bonus will be based on achieving Adjusted EBITDA, net income and Free Cash Flow targets (one third each) with the remainder based on strategic priority goals. The annual bonus targets are considered to be commercially sensitive at this time and are not disclosed. It is the Compensation Committee's intention to disclose the threshold, target and stretch figures for each of these measures in next year's report. The 2018 annual bonus outcome is also subject to an underpin based on improvement in the Group's safety targets whereby the overall amount payable will be reduced by 20% should certain key metrics be missed.

          Any bonus earned in excess of 100% of the target will be deferred for three years into shares in the Company.

          To align the Executive Directors' interests with those of shareholders over the long term, and to link the annual bonus with the level of grant of long term incentives, the Company may grant an additional long-term incentive award to match the amount of any annual bonus deferred into shares. No such awards have been made to the Executive Directors to date. Any such award is subject to the performance targets and vesting schedule described under the heading Long-Term Incentives below.

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Long-term incentives

          For 2018, the Committee had determined that the Executive Chairman would be granted a long-term incentive award with a target level of vesting of 230% of base salary and maximum vesting of twice target and the CEO would be granted a long-term incentive award with a target level of vesting of 200% of base salary and maximum vesting of twice target. Accordingly, on March 21, 2018, the following awards were granted:

  Type of
award(1)
  Basis of
award
(at target)(2)
    Share price
at grant(3)
    Number of
shares
at target
 

Javier López Madrid

  Nil-cost option   230% of salary of $777,000   $ 15.798     113,121  

Pedro Larrea Paguaga

  Nil-cost option   200% of salary of $665,000   $ 15.798     84,187  

Notes:

(1)
No price is normally payable on the exercise of the nil-cost option although the Company reserves the right to require the payment of the nominal cost of the shares as a condition of exercise if required to enable the issue or transfer of the shares.

(2)
Converted at GBP1=USD1.4029 being the exchange rate on the day of grant.

(3)
This figure represents the average closing share price for the five days prior to the date of grant.

          Vesting of 60% of each award will be determined by Ferroglobe's Total Shareholder Return ("TSR") performance. 50% of the TSR part of the award is calculated relative to a bespoke group of peers, and the other 50% relative to the S&P Global 1200 Metals and Mining Index in line with last year's award. Performance will be measured over three years with vesting as set out below.

          The bespoke peer group comprises the following companies1:

Commercial Metals Company   Boliden
Allegheny Technologies   Morgan Advanced Material
Materion Corporation   Minerals Technologies
Steel Dynamics   Kaiser Aluminium
Antofagasta   Vallourec
Carpenter Technologies   Worthington Industries
Schnitzer Steel Industries   Salzgitter
Eramet   Vedanta Resources
    Norsk Hydro
    AMG Advanced Metallurgical Group

   


Notes:

1
Stillwater and Dow Chemical Company were included in the comparator group for awards in 2015 and 2016 (and in 2017 in the case of Dow Chemical Company). Following the de-listing and merger, respectively, of these companies, they are no longer included in the comparator group.

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Vesting schedule for TSR relative to the bespoke peer group

TSR Performance
  Vesting scale  

Less than median (50th percentile)

  No vesting of awards

Between the 50th and 75th percentile

  Proportionate vesting of between target (100%) and 150% of target

Between 75th percentile and 90th percentile

  Proportionate vesting of between 150% and 200% of target

90th percentile

  200% of target

Vesting schedule for TSR relative to the S&P Global 1200 Metals and Mining Index

TSR Performance
  Vesting scale  
Less than Index TSR   No vesting of awards
Equal to Index TSR   Target (100%)
Equal to Index TSR+15 percentage points   150% of target
Equal to Index TSR+25 percentage points   200% of target

          With straight line vesting between Index TSR and Index TSR+15 percentage points and between Index TSR+15 percentage points and Index TSR+25 percentage points.

          Vesting of 40% of each award is dependent upon the achievement of strategic measures with predetermined targets to be achieved creating a range between threshold, target and stretch that will determine the proportion of the award that will vest between 50% and 200% of the target amount. The measures relate to the Company's return on invested capital (ROIC) over the three-year period as compared with the bespoke comparator group of the Company's peers set out above using a quarterly average for the calculation of Invested Capital and the Company's net operating profit after tax (NOPAT) growth as compared to the same bespoke comparator group of the Company's peers. Performance is measured over three years with vesting as set out below.

ROIC over the performance period
   
Vesting scale
 

Below percentile 25

    0 %

Percentile 25

    50 %

Median

    100 %

Percentile 75 and above

    200 %

 

NOPAT growth over the Performance Period
  Vesting scale    

Below percentile 25

    0 %

Percentile 25

    50 %

Median

    100 %

Percentile 75 and above

    200 %

          No portion of the ROIC component will vest unless the Company's ROIC over the performance period is at least equal to the percentile 25 average ROIC for the members of the Comparator Group over the performance period, No portion of the NOPAT component will vest unless the ratio between the Company's NOPAT for the 12 month period ending December 31, 2020 against the Company's NOPAT for the 12 month period ending December 31, 2017 is at least equal to the Lower Quartile NOPAT growth ratio for the members of the Comparator Group over the same period. There is straight line vesting between each vesting point (percentile 25, median and percentile 75).

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Table of Contents

Non-Executive Director share ownership guidelines

          The Non-Executive Directors have voluntarily agreed to apply on a cumulative basis at least a quarter of their normal annual gross fees to acquire shares under arrangements designed to ensure that shares can be purchased on a regular basis over a period of eight years. In 2018 the Directors reviewed the Non-Executive shareholding guidelines and agreed several points of clarification in relation to them, to take effect from January 1, 2018, as follows:

          The process of setting up share acquisition plans has proved challenging for the non-US based Non-Executive Directors. Any director who had not achieved his target holding under the guidelines therefore has a further period of 6 months (to July 2018) in which to meet his cumulative annual target.

          The holdings for Executive and Non-Executive Directors as at December 31, 2017 are set out on page 52.

Fees for the Non-Executive Directors

          The fee structure and levels were set following the Business Combination. Fees are set and payable in Pounds sterling and are reviewed — but not necessarily increased — annually, with changes normally effective from January 1 each year. The fees for 2017 and for 2018 were unchanged from 2016 and are as below:

Non-Executive Director base fee

  £70,000 ($90,202)

Senior Independent Director (a role to which Javier Monzón was the first appointee with effect from October 26, 2017)

  £35,000 ($45,101)

Member of Audit Committee

  £17,500 ($22,551)

Member of Compensation Committee

  £15,500 ($19,973)

Member of Nominating and Corporate Governance Committee(1)

  £12,000 ($15,463)

Committee Chairman

  Two times membership fee

Travel fee (per meeting)

   

Intercontinental travel

  £3,500 ($4,510)

Continental travel

  £1,500 ($1,933)

(1)
With effect from January 1, 2018, when the Board's separate Nominations and Corporate Governance Committees were formed, the fee payable for membership of the Corporate Governance Committee was set at £12,000 ($15,463), with the Chair's fee at twice that. Given the ad hoc nature of the business of the Nominations Committee, fees are paid to Board members at a rate of £1,500 ($1,932) per meeting, subject to a cap of £10,000 ($12,886) with no fees payable to its Chair while the individual in that role is also an Executive Director.

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Table of Contents

Remuneration paid in respect of the year to 31 December 2017

Single figure of remuneration for the period — audited

          The table below shows the aggregate emoluments earned by the Executive Directors of the Company who served at any point in 2017 for 2017 and 2016. The emoluments shown for 2017 have been converted to USD at the Group's average rate for 2017 of GBP1=USD1.2886. Those for 2016 were converted at the rate of GBP1=USD1.3507 in accordance with the 2016 U.K. Annual Report.

    Salary(1)
(USD$'000)
    Benefits(2)
(USD$'000)
    Pension(3)
(USD$'000)
    Annual
Bonus(4)
(USD$'000)
    Long-term
incentives(5)
(USD$'000)
    Total
(USD$'000)
 

Executive Director

    2017     2016     2017     2016     2017     2016     2017     2016     2017     2016     2017     2016
 

Javier López Madrid

    716     750     314     308     143     150     937     739             2,110     1,947  

Pedro Larrea Paguaga(6)

    314         151         63         412                 940      

Notes:

(1)
No change in salary has been made year on year, the difference resulting from changes in the GBP:USD exchange rate.

(2)
For Javier López Madrid, benefits include an expatriate allowance of 40% of salary (£222,000 ($286,069) in 2017), and medical insurance and life assurance coverage.

For Pedro Larrea Paguaga, benefits include an expatriate allowance of 40% of salary on a pro-rated basis (£97,342 ($125,435) in 2017), and medical insurance and life assurance coverage, also pro-rated.

(3)
For 2017 the pension for Javier López Madrid and Pedro Larrea Paguaga is 20% of base salary payable as a cash supplement.

(4)
Details of the 2017 annual bonus amounts are set out below and the values given include amounts deferred into shares.

(5)
There were no long-term incentives with performance periods ending in 2017 or 2016 and no awards granted with time based vesting only.

(6)
Pedro Larrea Paguaga was appointed to the Board on June 28, 2017. The figures given in respect of Pedro Larrea Paguaga's remuneration are pro-rated to reflect the period from the date of his appointment to the Board to December 31, 2017.

          The table below shows the aggregate emoluments earned by the Non-Executive Directors of the Company who served at any time during 2017 for 2017 and 2016. The emoluments shown for 2017 have been converted to USD at the Group's average yearly rate of GBP1=USD1.2886. Those

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Table of Contents

for 2016 were converted at the rate of GBP1=USD1.3507 in accordance with the 2016 U.K. Annual Report.

    Fees
(US$'000)
    Benefits(1)
(US$'000)
    Total
(US$'000)
 

Non-Executive Director

    2017     2016     2017     2016     2017     2016
 

Donald G Barger Jr

    141.1     174.5     18.0     18.9     159.1     193.4  

Bruce L Crockett

    112.7     130.0     22.5     23.6     135.2     153.6  

Stuart E Eizenstat

    105.6     118.8     13.5     14.2     119.1     133.0  

Tomas García Madrid(2)

    45.1     118.8     7.7     8.1     52.8     126.9  

Manuel Garrido y Ruano(3)

    61.6         8.4         70.0      

Greger Hamilton

    155.3     196.8     4.5         159.8     196.8  

Javier Monzón

    160.7     192.8     14.2     10.1     174.9     202.9  

Pierre Vareille(4)

    16.2         1.9         18.1      

Juan Villar Mir de Fuentes

    90.2     94.5     8.4     8.1     98.6     102.6  

(1)
Benefits comprise travel allowances.

(2)
Tomas García Madrid stepped down from the Board on May 30, 2017.

(3)
Manuel Garrido y Ruano joined the Board on May 30, 2017.

(4)
Pierre Vareille joined the Board on October 26, 2017.

Annual bonus for the financial year to December 31, 2017 for Javier López Madrid — audited

          The target annual bonus opportunity for the Executive Vice-Chairman (now Executive Chairman) was 100% of salary, with a maximum opportunity of two times target. Details of payout against the performance targets set are included in the table below:

Measure

    Weighting
(target %
of award)
  Threshold
performance
(0% of target
paid)
  Target
performance
(100% of target
paid)
  Stretch
performance
(200% of target
paid)
  Actual
Performance
    Bonus outcome
(as a percentage
of target)
    Weighted
bonus
outcome
 

Adjusted EBITDA

    25 % $100 million   $140 million   $200 million   $181 million(1)     168 %   42 %

Adjusted EBITDA margin

   
25

%

7%

 

9%

 

12%

 

10.5%(1)

   
150

%
 
37

%

Free Cash Flow

   
25

%

($20 million)

 

$0 million

 

$40 million

 

Over $40 million

   
200

%
 
50

%

Deleveraging

   
10.0

%

Target achieved if leverage reduced to Net Debt: Adjusted EBITDA <2.5
Achievement above target at Committee discretion

 

Net Debt: Adjusted EBITDA = 2.0x or 2.4x without securitization

   
100

%
 
10

%

Chairmanship and governance

   
15.0

%

Assessment by the Committee, recognizing the leadership in driving the constitutional re-structuring of the Board and its Committees and the corporate governance policy.

 

7.5%

   
50

%
 
7.5

%

Total

                               
146.5

%

Notes:

(1)
The calculation of Adjusted EBIDA and Adjusted EBITDA margin excluded EBITDA generated by the Group's Energy division in expectation of its proposed disposal in 2017.

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          Following the application of the material weakness underpin in the calculation of the CEO's annual bonus for 2017, the Executive Chairman volunteered the reduction in his annual bonus payout to the same percentage as that achieved by the CEO. The Committee accepted Javier López Madrid's offer and his annual bonus outcome for 2017 was reduced from 146.5% to 131%. The bonus earned in excess of 100% of the target (being 31% of salary) will be deferred for three years into shares in the Company.

Annual bonus for the financial year to December 31, 2017 for Pedro Larrea Paguaga — audited

          The target annual bonus opportunity for the Chief Executive Officer was 100% of salary, with a maximum opportunity of two times target. Details of payout against the performance targets set are included in the table below:

Measure

    Weighting
(target %
of award)
  Threshold
performance
(0% of target
paid)
  Target
performance
(100% of target
paid)
  Stretch
performance
(200% of target
paid)
  Actual
Performance
    Bonus
outcome
(as a percentage
of target)
    Weighted
bonus
outcome
 

Adjusted EBITDA

    25 % $100 million   $140 million   $200 million   $181 million(1)     168 %   42 %

Adjusted EBITDA margin

   
25

%

7%

 

9%

 

12%

 

10.5%(1)

   
150

%
 
37

%

Free Cash Flow

   
25

%

($20 million)

 

$0 million

 

$40 million

 

Over $40 million

   
200

%
 
50

%

Deleveraging

   
25

%

Target achieved if leverage reduced to Net Debt: Adjusted EBITDA <2.5
Achievement above target at Committee discretion

 

Net Debt: Adjusted EBITDA = 2.0x or 2.4x without securitization

   
100

%
 
25

%

Sub total

                               
154%

(1)

Total following application of the internal control underpin

   
131

%

Notes:

(1)
The calculation of Adjusted EBIDA and Adjusted EBITDA margin exclude EBITDA generated by the Group's Energy division in expectation of its proposed disposal in 2017.

(2)
Prior to application of the material weakness underpin. See below.

          As a result of the conclusion of material weakness in internal controls for SOX purposes, the annual bonus amount payable to the Chief Executive Officer was reduced by 15%. This resulted in a bonus outcome of 131% of salary for the Chief Executive Officer. The bonus earned in excess of 100% of the target (being 31% of salary) will be deferred for three years into shares in the Company. Of the total sum awarded to Pedro Larrea Paguaga, 51.2% of the bonus payable relates to the period during which he served on the Board.

Long term incentive awards for the financial year ended December 31, 2017 — audited

Awards vesting/ performance period ending in financial year 2017.

          There were no long-term incentives with performance periods ending in the year to December 31, 2017 or awards granted in the year with time based vesting only.

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Table of Contents

Long-term incentive awards granted in financial year 2017

          On June 1, 2017, Javier López Madrid and Pedro Larrea Paguaga were granted long-term incentive awards as follows:

  Type of
award(1)
  Basis of
award
(at target)(2)
    Share price
at date
of grant(3)
    Number of
shares
at target
    Face value
of shares
at target(4)
    Face value
of shares at
maximum(5)
    Vesting at
threshold
  Performance
period(6)

Javier López Madrid

  Nil-cost option   230% of salary of $715,950   $ 10.65     154,704   $ 1,647,905   $ 3,295,195     40 % 3 years to December 31, 2019

Pedro Larrea Paguaga

  Nil-cost option   200% of salary of $612,750   $ 10.65     115,134   $ 1,226,408   $ 2,452,816     40 % 3 years to December 31, 2019

Notes:

(1)
No price is normally payable on the exercise of the nil-cost option although the Company reserves the right to require the payment of the nominal cost of the shares as a condition of exercise if required to enable the issue or transfer of the shares.

(2)
Converted at GBP1=USD1.29, being the exchange rate on the day at grant.

(3)
This figure represents the average closing share price for the five days prior to the date of grant.

(4)
The value shown in this column has been calculated by multiplying the number of shares that would vest at target by the average closing share price for the five days prior to the date of grant.

(5)
The value shown in this column has been calculated by multiplying the number of shares that would vest at maximum (being 200% of target) by the average closing share price for the five days prior to the date of grant.

(6)
See below for details of the performance conditions applicable to the awards.

          Vesting of 60% of the award will be determined by Ferroglobe's Total Shareholder Return ("TSR"). Performance will be measured over three years commencing January 1, 2017 with vesting as set out below. 50% of the TSR part of the award will be determined by Ferroglobe's TSR relative to the following bespoke group of peer companies(1):

Commercial Metals Company

  Boliden

Allegheny Technologies

  Morgan Advanced Material

Materion Corporation

  Minerals Technologies

Steel Dynamics

  Kaiser Aluminium

Antofagasta

  Vallourec

Carpenter Technologies

  Worthington Industries

Schnitzer Steel Industries

  Salzgitter

Eramet

  Vedanta Resources

  Norsk Hydro

  AMG Advanced Metallurgical Group

Notes:

(1)
Stillwater and Dow Chemical Company were included in the comparator group for awards in 2015 and 2016 (and in 2017 in the case of Dow Chemical Company). Following the de-listing and merger, respectively, of these companies, they are no longer included in the comparator group.

 

TSR Performance
 
Vesting scale

Less than median (50th percentile)

  No vesting of awards

Between the 50th and 75th percentile

  Proportionate vesting of between target (100%) and 150% of target

Between 75th percentile and 90th percentile

  Proportionate vesting of between 150% and 200% of target

90th percentile

  200% of target

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          The other 50% of the TSR part of the award will be determined by Ferroglobe's TSR relative to the S&P Global 1200 Metals and Mining Index.

TSR Performance
 
Vesting scale

Less than Index TSR

  No vesting of awards

Equal to Index TSR

  Target (100%)

Equal to Index TSR+15 percentage points

  150% of target

Equal to Index TSR+25 percentage points

  200% of target

          With straight line vesting between Index TSR and Index TSR+15 percentage points and between Index TSR+15 percentage points and Index TSR+25 percentage points.

          The Committee determined that the measures applicable to the long-term incentive awards granted in 2016 remained appropriate, comparing (i) the Company's return on invested capital (ROIC) over the three-year period with that of a bespoke comparator group of the Company's peers using a quarterly average for the calculation of Invested Capital and (ii) the Company's net operating profit after tax (NOPAT) growth with that of the same bespoke comparator group of the Company's peers set out above. Performance will be measured over three years with vesting as set out below.

ROIC over the performance period
   
Vesting scale
 

Below percentile 25

    0 %

Percentile 25

    50 %

Median

    100 %

Percentile 75 and above

    200 %

 

NOPAT growth over the Performance Period
   
Vesting scale
 

Below percentile 25

    0 %

Percentile 25

    50 %

Median

    100 %

Percentile 75 and above

    200 %

          No portion of the ROIC component shall vest unless the Company's ROIC over the performance period is at least equal to the percentile 25 average ROIC for the members of the comparator group over the performance period. No portion of the NOPAT component shall vest unless the ratio between the Company's NOPAT for the twelve-month period ending December 31, 2019 against the Company's NOPAT for the twelve-month period ending December 31, 2016 is at least equal to the Lower Quartile NOPAT growth ratio for the members of the comparator group over the same period. There is straight line vesting between each vesting point (percentile 25, median and percentile 75).

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Table of Contents

Directors' shareholding and share interests — audited

          The table below sets out the number of shares held or potentially held by directors (including their connected persons where relevant) as at December 31, 2017.

Director

    Beneficially
owned
shares
    Number of
shares under
long term
incentive
awards without
performance
conditions(1)
    Number of
shares under
long term
incentive
awards with
performance
conditions(2)
    Target
shareholding
guideline
(as a % of
salary or
average gross
annual fees
as applicable)
    Percentage
of Executive
Director's
salary
held as
shares as at
31 December
2017(3)
 

Javier López Madrid

    30,000         223,244     200 %   68.06 %

Pedro Larrea Paguaga

    25,000         166,144     200 %   66.27 %

Donald G. Barger Jr

    19,636     70,044         200 %      

Bruce L. Crockett

    6,000     31,056         200 %      

Stuart E. Eizenstat

    9,273     46,303         200 %      

Manuel Garrido y Ruano

                200 %      

Greger Hamilton

                200 %      

Javier Monzón

    19,400             200 %      

Pierre Vareille

    10,000             200 %      

Juan Villar Mir de Fuentes

                200 %      

Notes:

(1)
See below for details.

(2)
At target vesting. See below for details.

(3)
Measured by reference to beneficially owned shares only and using the closing share price at December 29, 2017 (being the closest date to December 31, 2017) of $16.20 and the annual salaries of the Executive Directors in USD as disclosed in this ARR.

          The Directors' outstanding share awards as at December 31, 2017 were as detailed below:

Director

  Award
type
  Grant
date
    Outstanding(1)   Subject to
performance
conditions(2)
    Exercisable
as of
December 31,
2017
    Exercised
during the
year to
December 31,
2017
    Future
vesting
(No. of shares)
    Vesting
date
 

Javier López Madrid

  LTIP: Nil cost option   24.11.16     68,541   Yes             68,541     24.11.19  

  LTIP: Nil cost option   01.06.17     154,703   Yes             154,703     01.06.20  

Pedro Larrea Paguaga

 

LTIP: Nil cost option

 

24.11.16

   
51,010
 

Yes

   
   
   
51,010
   
24.11.19
 

  LTIP: Nil cost option   01.06.17     115,134   Yes             115,134     01.06.20  

Donald G. Barger(3)

 

NQ

 

Various

   
31,216
 

No

   
31,216
   
   
   
 

  RSU/C   Various     23,741   No     23,741              

  SAR   Various     15,087   No     15,087              

Bruce L. Crockett(3)

 

NQ

 

Various

   
26,226
 

No

   
17,893
   
   
8,333
   
27.02.18
 

  RSU/C   Various     2,527   No     2,527              

  SAR   Various     2,303   No     2,303              

Stuart E. Eizenstat(3)

 

NQ

 

Various

   
31,216
 

No

   
31,216
   
   
   
 

  SAR   Various     15,087   No     15,087              

Notes:

(1)
At target for awards granted to the Executive Directors only. See pages 50 and 51 for performance conditions applicable to the awards granted in 2017.

(2)
Subject to performance conditions and continued employment in the case of awards to the Executive Directors.

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(3)
These incentive awards are legacy awards which the Company is authorised to honour following shareholder approval of the Policy.

Total pension entitlements — audited

          Details of the value of pension contributions are provided in the Pensions column of the Single figure of remuneration table. Pension contributions are by way of a cash allowance. There are therefore no specified retirement ages to disclose or consequences of early retirement.

Payments for loss of office

          As disclosed in the UK Annual Report for 2016, Alan Kestenbaum ceased employment with the Company on December 31, 2016 and resigned from the Board as Executive Director with effect on the same day. In accordance with the terms disclosed in the UK Annual Report for 2016, the Company made the following payments to Mr. Kestenbaum in connection with this cessation during the year under review:

Annual bonus (at 35% of target)

  US$ 748,738  

Cash payment representing the value of cash-settled restricted stock units vested prior to December 31, 2016 but unpaid

  US$ 1,443,763  

Cash payment representing the value of cash-settled restricted stock units vesting or subject to accelerated vesting on December 31, 2016

  US$ 2,602,104  

Cash payment in respect of dividend accrued between January 27, 2011 and December 31, 2016 equivalents on the Long Term Award referred to below

  US$ 166,124  

Lump sum severance payment calculated in accordance with the terms of Mr Kestenbaum's employment agreement

  US$ 21,198,656  

Cash settlement in respect of potential arbitration proceedings

  US$ 725,497  

Interest on amounts unpaid in the period to June 30, 2017

  US$ 23,231  

Total gross amount payable subject to deductions on account of tax and social security required by applicable law

  US$ 26,908,133  

          The following table shows the share-based awards held by Alan Kestenbaum as at January 1, and December 31, 2017:

Award type

    Grant
date
    Outstanding
and exercisable
as at
January 1,
2017
    Exercise
Price(1)
    Exercised
during the
year to
December 31,
2017
    Lapsed
during the
year to
December 31,
2017
    Exercise
date
    Share price
on date of
exercise(2)
    Market
price
on
vesting
    Final
exercise
date
 

RSU

    27.01.11     108,578         108,578         01.01.17   $ 10.83   $ 11.45      

RSU/C

    01.01.14     22,543         22,543         15.03.17   $ 10.07   $ 13.14      

RSU/C

    24.04.14     20,049         20,049         15.03.17   $ 10.07   $ 14.13      

RSU/C

    01.01.15     78,239         78,239         15.03.17   $ 10.07   $ 11.10      

RSU/C

    15.03.15     16,155         16,155         15.03.17   $ 10.07   $ 10.33      

RSU/C

    18.09.15     127,856         127,856         15.03.17   $ 10.07   $ 9.59      

RSU/C

    22.12.15     97,339         97,339         15.03.17   $ 10.07   $ 11.38      

SAR

    20.08.13     424,006   $ 12.54                         20.08.18  

SAR

    20.03.14     123,911   $ 21.36         123,911                  

SAR

    11.12.15     340,000   $ 9.18                         11.12.20  

Notes:

(1)
RSUs have no exercise price.

(2)
On the date of exercise or the immediately preceding trading day. The price paid per share under the RSU or RSU/C was determined at the date the award (or part of it) vested, rather than at the share price at exercise.

(3)
As the awards vested in tranches over a range of dates, the average vesting price is given in each case.

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Performance graph and Executive Chairman remuneration table(2)

          The graph below illustrates the Company's TSR performance relative to the constituents of the S&P 1200 Metals & Mining index from the start of the first day of listing of Ferroglobe's shares on December 24, 2015 to December 31, 2017. The graph shows performance of a hypothetical €100 invested and its performance over that period. The index has been chosen for this table as the most appropriate comparator for the Company in this period as the Company is a constituent of this index and uses the constituents of this index for one of the TSR comparator groups for the long-term incentive awards.

Total shareholder return

GRAPHIC

          This graph shows the value, by December 31, 2107, of USD$100 invested in Ferroglobe on December 24, 2015.

  2017   2016(1)   2015(1),(2)

  Javier López Madrid   Alan Kestenbaum   Alan Kestenbaum

Executive Chairman's remuneration(3)

  $2,106,244   $1,870,120   $225,551

Annual variable pay (including as a % of maximum)(4)

  $935,423 (65.5%)   $738,886 (17.5%)   $201,783

LTIP awards vesting in relevant year(5)

  N/A   N/A   N/A

Notes:

(1)
At the exchange rate of 1 GBP=1.3507 USD used in the U.K. Annual Report for 2016.

(2)
Reflecting the inception of the Group on completion of the Business Combination, the figures for 2015 are in respect of the period from December 23, 2015 to December 31, 2015 only.

(3)
Remuneration comprises total remuneration as shown in the single figure table on page 47 for 2017 and in the 2016 U.K. Annual Report for 2016 and 2015. Remuneration reported for 2015 is for the period from consummation of the BCA on December 23, 2015 to December 31, 2015.

(4)
Annual variable pay is the bonus amounts in respect of 2016 and 2017 shown in the single figure table on page 47 and, for each year, the percentage of maximum award it represents. Figures elsewhere in this report show bonus as a percentage of target.

(5)
No long-term incentive awards awarded to the relevant Executive Chairman vested during the year in question save for those vesting on Alan Kestenbaum's leaving the Company as disclosed above.

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Percentage increase in the remuneration of the Executive Chairman

          The following table shows the percentage increase in 2017 in the Executive Chairman's pay(1) compared with 2016 and the average percentage change in the same period in amounts paid to European employees of the Group as a whole. European employees have been chosen as an appropriate group against which to make the comparison as our Executive Chairman as at December 31, 2017 is based in Europe.

Executive Chairman's
pay(1)
 
  Average employee
pay(1)
 
2017 to 2016   2017 to 2016
5.19%   –4.28%(2)

    Notes:

(1)
The components of pay for these purposes includes salary, taxable benefits and annual variable pay and, for 2016, the pay disclosed is that for Alan Kestenbaum. Alan Kestenbaum's remuneration as Executive Chairman was set prior to the approval of and was exceptional to the terms of the Policy.

(2)
One of the primary factors influencing the overall percentage reduction in average pay in Europe was the calculation of 'interessement' and 'participation salariale' variable pay in France, which was higher in 2016 than 2017.

Relative importance of the spend on pay

          The following table shows the Company's actual spend on pay for all employees compared to distributions to shareholders in the financial year.

    January 1, 2017 to
December 31, 2017
    January 1, 2016 to
December 31, 2016
 

Employee costs

  US$ 301,963,000   US$ 269,399,000  

Average number of employees

    4,018     4,027  

Distributions to shareholders

      US$ 54,988,000  

External directorships during 2017

Javier López Madrid

          The Board was satisfied that, under these arrangements, the Executive Chairman had the necessary time to carry out his duties effectively during 2017.

          Under the Policy, Executive Directors may retain fees paid for external director appointments. These appointments are subject to approval by the Board and must be compatible with their duties as Executive Directors.

Membership of the Committee

          During the year to December 31, 2017, the Committee comprised Javier Monzón as chairman and members Donald G. Barger, Jr., and Greger Hamilton.

          From January 1, 2018, the Committee comprised Donald G. Barger, Jr as chairman and members Pierre Vareille and Bruce L. Crockett. José María Alapont was appointed to the Committee on May 16, 2018.