RHI Magnesita N.V.
("RHI Magnesita" or the "Company")
Result of the Annual General Meeting 2026 ("AGM")
Following the AGM held today, 13 May 2026, the following Resolutions were passed as Special Resolutions:
Resolution 12
Subject to the passing of Resolution 11, to irrevocably authorise the Board until the end of the next Annual General Meeting or the date that falls 15 months from the date of this Annual General Meeting, whichever is the earlier, but in each case to resolve to limit or exclude statutory pre-emptive rights in respect of any issue of ordinary shares or granting of rights to acquire ordinary shares, pursuant to the authority given by Resolution 11 above, such authority to be limited to:
(i) allotments in connection with a pre-emptive offer; and
(ii) otherwise than in connection with a pre-emptive offer, allotments up to an aggregate nominal amount of €4,721,459; and
(iii) otherwise than under paragraphs (i) and (ii) above, allotments up to an aggregate nominal amount equal to 20% of any allotment made from time to time under paragraph (ii) above, such authority to be used only for the purposes of making a follow-on offer which the Board determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, in each case so that the Company may, before the expiry of such authority, make offers and enter into agreements which would, or might, require shares to be issued after the authority given by this resolution has expired.
For the purposes of this Resolution:
(i) "pre-emptive offer" has the same meaning as in Resolution 11;
(ii) references to an issue of ordinary shares shall include a sale of treasury shares; and
(iii) the nominal amount of any shares shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be issued pursuant to such rights.
Resolution 13
Subject to the passing of Resolution 11, and in addition to any authority granted under Resolution 12 above, to irrevocably authorise the Board until the end of the next Annual General Meeting or the date that falls 15 months from the date of this Annual General Meeting, whichever is the earlier, to resolve to limit or exclude statutory pre-emptive rights in respect of any issue of ordinary shares or granting of rights to acquire ordinary shares pursuant to the authority given by Resolution 11, such authority to be limited to:
(i) allotments up to an aggregate nominal amount of €4,721,459 such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction), a transaction which the Board determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
(ii) otherwise than under paragraph (i) above, allotments of up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (i) above, such authority to be used only for the purposes of making a follow-on offer that the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,
in each case so that the Company may, before the expiry of such authority, make offers and enter into agreements that would, or might, require equity securities to be allotted after the authority given by this resolution has expired.
For the purposes of this Resolution, references to an issue of ordinary shares shall include a sale of treasury shares.
For further enquiries, please contact:
Julia Crane, Company Secretary
Tel: +43 699 1870 6250
E-mail: julia.crane@rhimagnesita.com