Rhi Magnesita NvLSE: RHIM

Annual Report 2025 (rhi magnesita ar 2025)

· Issued by RHI Magnesita NV

RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025

Driving positive change

Enhancing our global footprint

Driving efficiencies via digitisation

4PRO - delivering added value for our customers

Transforming the industry in a

challenging market



HIGHLIGHTS

Revenue

€3.4bn

2024: €.3.5bn

Adjusted EBITA

€373m

2024: €407m

Adjusted profit after tax

€206m

2024: €263m

Adjusted earnings per share

€4.18

2024: €5.32

ABOUT US

Our purpose is to master heat, enabling global industries

to build sustainable modern life. We offer refractory products and services that shape tomorrow's world.

Our advanced products are essential for our customers in the steel, cement, metals, glass and chemicals industries.

Net debt: Pro Forma Adjusted EBITDA

2.9x

2024: 2.3x

Adjusted operating cash flow

€391m

2024: €419m

C02 emissions

1.54t CO2/t

2024: 1.57t CO2/t

Lost time injury frequency

0.37

2024: 0.11

Dividend per share

€1.80

2024: €1.80

per share

ROIC

9.5%

2024: 10.4%

Recycling rate

15.9%

2024: 14.2%

This PDF of RHI Magnesita's annual report is derived from the official version of the Company's 2025 Annual Report. The European Single Electronic Filing format (the ESEF reporting package) is the official version. The ESEF reporting package is available on our website. In case of discrepancies between this PDF version and the ESEF reporting package, the latter prevails. The auditor's report and limited assurance report of the independent auditor included in this PDF version relate only

to the ESEF reporting package.



STRATEGIC REPORT

‌WE ARE RHI MAGNESITA

GOVERNANCE

CONTENTS

02

06



10

20

62



FINANCIAL STATEMENTS

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

1

We are RHI Magnesita

179

Governance at a glance

2

Chair's statement

180

Chair's introduction to corporate governance

5

Our investment case

182

Board of Directors

6

CEO review

186

Board composition

10

Our business model

188

Executive Management Team

13

Our strategy

189

Corporate Governance report

20

Our stakeholders

206

Nomination & Governance Committee report

28

Operational review

210

Corporate Sustainability Committee report

32

Financial review

212

Audit & Compliance Committee report

37

Effective risk management

218

Remuneration Committee report

40

Our internal control system

224

Directors' Remuneration Policy

42

Viability statement

226

Annual Report on Remuneration

43

Principal risks

54

Our approach to sustainability

62

Sustainability statement

238 Consolidated Statement of Profit or Loss

239 Consolidated Statement of Comprehensive Income

240 Consolidated Statement of Financial Position

241 Consolidated Statement of Cash Flows

242 Consolidated Statement of Changes in Equity

244 Notes to the Consolidated Financial Statements 2025

306 Company Financial Statements of RHI Magnesita N.V.

308 Notes to the Company Financial Statements 2025

OTHER INFORMATION

318 Independent Auditor's report

328 Limited assurance report of

the independent auditor on the consolidated sustainability statement

331 Alternative performance measures (APMs)

333 Glossary

335 Shareholder information

OTHER INFORMATION

RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025 1

‌CHAIR'S STATEMENT

Herbert Cordt

Chair

Resilience

and adaptability in times

of uncertainty

This year has been characterised by significant external challenges for our industry. RHIM's team once again demonstrated resilience, professionalism and commitment, enabling the Company to deliver strategic progress to put us in a strong position for the long term.

2 RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025



STRATEGIC REPORT

Safety remains our foremost priority. 2025 has been a pivotal year in our Safety Culture Transformation. Whenever the status quo is challenged and structurally reformed, we dive deeper, then numbers start to reflect reality more clearly and it becomes evident more and different effort is needed to improve safety.

GOVERNANCE

Therefore, the Board and management team reinforced safety governance, raised expectations for leadership accountability and embedded safety considerations into all material decision making. This safety-first culture will remain central to how we lead and operate as a business.

FINANCIAL STATEMENTS

The Board has approved an updated strategy

to beyond 2035 aimed at sharpening execution.

Sustainability progress

Sustainability is integral to how

RHI Magnesita operates, invests and manages risk. I am pleased to confirm that we met or even exceeded our ambitious 2025 sustainability targets. Goals related to CO2 emissions, energy intensity and recycling rates have already been reached or surpassed, and diversity targets have been achieved at both senior leadership and Board levels. Notably, we reduced our CO2 emissions intensity while also increasing the range of low-carbon solutions and products for our customers. Our business keeps getting better because of it.

When it comes to our 2025 ESG ratings, the EcoVadis rating is directly connected to our ESG-linked loan facilities - a tangible example of how sustainability performance creates business value. Our EcoVadis gold rating unlocks an attractive margin reduction on our sustainability-linked debt.

A challenging external environment

The external environment in 2025 remained unpredictable. Geopolitical tensions, regional conflicts and shifting alliances continued to disrupt economies and contributed to volatility across our end markets. These uncertainties drove

a reduction in industrial investment of our customers in many regions.

Global trade has also undergone an intense transformation. Protectionism and supply chain regionalisation continued to reshape global manufacturing. This realignment has resulted in extended lead times, higher logistics costs and greater operational complexity, while increasing local-for-local supply. These have all demanded proactive management.

Consequently, macroeconomic growth has been subdued. Forecasts have been revised downwards, reflecting the drag from ongoing trade frictions, policy uncertainty and low industrial investment. Such volatility has put pressure on pricing and

increased cost per unit due to low utilisation.

A robust strategy to deliver long-term shareholder value In 2025, RHI Magnesita's long-term

strategy, built on global diversification, industry consolidation, great people, robust operations and disciplined governance, navigated us through this demanding external environments.

Importantly, the management actions taken across the Group, alongside a turnaround in earnings in the second half of the year, helped RHIM to deliver

a full year adjusted EBITDA performance in line with expectations, despite a challenging backdrop.

Last year marked the conclusion of the Group's 2017-2025 strategy. The Board decided on additional long-term targets and projects very much in line with existing strategy delivered in three pillars (PPP).

Until and beyond 2030 execution will be sharpened. RHIM will continue to enhance its Portfolio, also through acquisitions to increase value for customers and improve our margins. Performance Excellence will boost productivity and competitiveness, Our engagement for the Planet will continue to pioneer our industry's

green transformation.

Each one of these three strategic pillars delivers significant long-term value for shareholders by delivering profitable growth, as the most competitive global leader in refractories.

Capital allocation

Our balanced capital allocation philosophy remains driven by ROIC. We will continue to evaluate opportunities through the lens of value creation, resilience and strategic fit.

The Board has remained comfortable with the Company's current gearing level, due to the lasting and strong cash

generation. De-leveraging over the coming quarters is built-in and our balance sheet

is sound. Reduction of net debt via high operational cash flow gives future optionality for strategic options.

M&A remains an important part of

RHI Magnesita's long-term growth strategy, which has generated value despite weak demand conditions, and the Board will continue to consider opportunities.

OTHER INFORMATION

RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025 3

Board update

This year also brought important changes to the composition of our Board. We are pleased to welcome Franz-Ferdinand Buerstedde, who joins as a representative of Rhône Capital. His perspective as a private equity investor, rooted in value creation, disciplined capital deployment and long-term strategic thinking, will strengthen the Board's deliberations

and oversight.

At the same time, we recognise the contribution of two departing Employee Representative directors. Michael Schwarz, who served on the Board for eight years, and Karin Garcia, who served for four years, both stepped down in December. We thank them sincerely for their commitment, insights and support throughout a period of significant corporate development.

We are pleased to announce that Yasmin Sarah Solmazer has joined the Board as Michael's successor as Employee Representative Director. Her appointment continues our commitment to broaden diversity and generational insight into

our governance structure. We are pleased also to announce the re-appointment

of Dr Martin Kowatsch as an Employee Representative of the Board by the Austrian Works Council.

The Board believes that RHI Magnesita has a strong leadership team and robust board composition in place to execute

the Group's strategy and deliver significant long-term value for shareholders.

Dividend

The Board remains committed to delivering consistent and attractive shareholder returns. For 2025, the Board has recommended a final dividend of

€1.20 per share, subject to approval at the Annual General Meeting. This comes in addition to the interim dividend of

€0.60 per share, which was paid earlier in the year and brings the total dividend to €1.80 per share,

The Company's dividend commitment is supported by a strong coverage ratio, both for 2025 and in the years ahead. We will continue to ensure stable and growing dividends and reinvestment

of remaining cash flows to de-leverage and grow the business.

Summary

Whilst the market remains very challenging, RHI Magnesita continues

to weather the backdrop of reduced global refractory demand and is well positioned to capitalise when markets recover.

The year has shown that our people and our strategy give us the resilience to navigate short-term pressures while continuing to build a stronger company for the future. On behalf of the Board,

I thank all colleagues, customers, partners and shareholders for their trust and support. We remain confident in our path forward, and we look ahead with determination and optimism.

Herbert Cordt

Chair of the Board of Directors

The Board supports a path of de-leveraging to strengthen our balance sheet and

to take advantage of future opportunities.

4 RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025

‌OUR INVESTMENT CASE

2030

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

5.1%

5.9%

7.8%

2.6%

8.4%

9.1%

9.0% 9.1%

10.0%

9.7%

3.8%

1.1%

0.8%

10.9%

1.7%

3.2%

2.5%

2.4%

Adj. EBITA

  • Backward integration margin

  • Refractory margin

5.5% 5.0%

RHI Standalone RHI Magnesita



Long-term value

Pathway towards margin progression

Refractory margin increase via M&A integration

  • Integration synergies

    30-50% of acquired EBITA

    STRATEGIC REPORT

    GOVERNANCE

    FINANCIAL STATEMENTS

  • Biggest single value

Global leader in a highly fragmented market

fo d

  • Mega e all refractory intensive

  • Most refractory users are large companies

  • Globally diversified operations and markets

    Strong track record of capital allocation, value accretive M&A

  • RHIM consolidates a fragmented market to unlock synergies and industry discipline

  • Strict capital discipline, well-covered dividend and quick de-leveraging

    Significant margin progression opportunity with greater stability than end markets

  • Lowest-cost backward integration with strong upside when China starts reforms

  • Costs leadership

    and self-help via new digitised corporate platform

  • Price progression via differentiated advanced business model and market power in

    several regions

  • RHIM has capabilities and options competitors do not have

  1. contributor since 2017

    Backward integration and recycling

    • Largest low-cost raw material producer ex-China

    • Profitable decarbonisation

  2. with localised recycling

    Costs leadership and

    self-help (pricing, operational excellence, SG&A)

    03

    • Modern digital corporate platform

    • Plant network optimisation

    • Proven results in H2 2025

      Differentiation via production, services and sustainability

      OTHER INFORMATION

    • Only full-service heat management supplier

Stable margins in volatile end-use industry

04 •

for almost all refractory application globally Technology leader with high innovation power

10-11.5% 2-2.5%

Deliver 12-14%

Adj. EBITA sustainably

05

+2x

RHI Magnesita has doubled refractory margins in 9 years

RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025 5

‌CEO REVIEW

Stefan Borgas

Chief Executive Officer

Strategic

discipline for long-term success

2025 was a year of continued transformation for

RHI Magnesita. Discipline and decisive action ensured

we navigated the continued downturn while strengthening our business for long-term performance.

6 RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025



STRATEGIC REPORT

Introduction

2025 was a year of continued transformation for RHI Magnesita. Disciplined and decisive action ensured we navigated the continued downturn while strengthening our business for long-term outperformance.

GOVERNANCE

In 2025, RHI Magnesita continued a Group-wide shift towards a deeply embedded safety mindset by further driving our Safety Culture Transformation Programme. Having kicked off this extensive program in 2024, we soon understood it was necessary to increase both the depth and accuracy of our reporting, to enable us to take much more meaningful steps to

FINANCIAL STATEMENTS

improve safety standards for our colleagues. Tragically, the first half of 2025 was overshadowed by a devastating incident, with a Brazilian colleague passing away from the effects of sepsis that occurred during long hospitalisation after a

work-related injury. With no Serious Injuries or Fatalities in H2/2025 we are working tirelessly across our organisation towards

a future where such incidents do not occur again. We are committed to our long-term goal of "/ero-Harm - No Injury".

Financial performance

In 2025, RHI Magnesita operated against a very challenging macroeconomic backdrop, with subdued global industrial demand and continued pricing pressure across end markets. Revenue for the year was impacted by weaker volumes, particularly in Europe. Annual Adjusted EBITA of €373 million was delivered with a very significant H2 weighting. H1 Adjusted EBITA was €141 million (margin of 8.4%),

reflecting margin pressure from an adverse product mix and lower project activity.

Management actions drove a clear improvement in performance in the second half of the year, with Adjusted EBITA of

€232 million, corresponding to a margin of 13.7% despite ongoing market headwinds. These improvements were driven by cost efficiency programmes, network optimisation and pricing discipline.

The acquisition of Resco, completed in January 2025, strengthened the Group's North American position and contributed positively to earnings, while integration progressed in line with expectations. Cash generation remained resilient, with adjusted operating cash flow of €391 million, supporting a resilient balance sheet development. Net debt stood at €1,495 million at year-end, resulting in leverage

of 2.9x Net Debt to Pro Forma Adjusted EBITDA by year end. While 2025 was a demanding year, decisive operational and financial actions enabled RHI Magnesita to exit the year with improved profitability momentum, a more efficient cost base, and a stronger platform for value creation in 2026 and 2027.

Industrial downturn

and trading environment

In 2025, the slowdown in global industrial activity reduced global refractory demand. The continued high levels of global uncertainty caused subdued furnace utilisation, delayed maintenance cycles, and deferred metal and industrial

project investments.

Within this backdrop, the Group experienced both a sharp reduction in order intake and volumes as customers postponed or cancelled major rebuilds, as well as pricing pressure arising from lower demand and elevated Chinese refractory exports. Despite available refractory capacity exceeding demand in all regions worldwide, short termism by undisciplined competitors results in further capacity additions in regions like India and META.

Coupled with this downturn was

an uncertainty regarding global tariffs.

RHI Magnesita navigated this by constantly reviewing supply chains, pricing and operational footprint. Our flexible global network allowed us to act quickly through multiple tariff iterations and maintain

a strong and uninterrupted supply

to our customers. Our North American business delivered a strong performance in 2025 despite headwinds, including unprecedented market volatility, a ~13% USD/EUR devaluation and an ongoing industrial-sector weakness. The region also successfully started to manage a major business transformation with the integration of Resco and BPI and the rollout of our digital transformation.

Despite the downturn and uncertainty in 2025, our diversified footprint, integrated production capabilities, innovation and integration with our customers provided reasonable stability in this context.

4PRO is a strategic differentiator in a volatile and uncertain market environment.

Management measures deliver results

In response to a challenging demand and pricing environment in 2025, the management took decisive actions to protect profitability, strengthen cash generation and improve the structural efficiency of the Group. These measures delivered tangible benefits in the second half of the year and positioned

RHI Magnesita for improved performance going forward. A comprehensive cost and efficiency programme was implemented across operations, including plant network optimisation and tighter cost control. These actions contributed to a significant and sustainable improvement in profitability.

Strategic transformation programmes delivered additional structural benefits. The Global shared services programme generated €2 million of EBITA benefits in 2025 and remains on track to deliver up to €20 million annually by 2029.

When it comes to the Operational Excellence Programme deliverables,

we exceeded the initial pipeline target for 2025, achieving 123.9% of the €80 million goal by December 2025. A total of

€99.1 million in value was delivered, supported by an average implementation rate of €2.0 million per month and more than 1,000 initiatives tracked through this programme. All regions contributed to this over achievement.

OTHER INFORMATION

RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025 7

4PRO proved to stabilise the business performance and protect long-term value. It combines process optimisation, vertical-integration, circular economy, technology, and customer-centric services into a unique framework, delivering customers performance-based solutions including design, installation, maintenance, monitoring and lifecycle services.

It positions RHIM as specialist supplier

of complex solutions, fully integrated with our customers, and thereby significantly stabilises RHIM's margins in times of commodity market volatility. We saw a strengthening of our 4PRO programme in 2025 laying a solid framework for a healthy pipeline of new and improved 4PRO contracts for 2026.

We saw great successes from our integration of Resco, following completion of the acquisition in January 2025. Organisational design and key health & safety measures were implemented swiftly, ensuring the focus of the combined team on delivering customer value while implementing higher safety standards for all. We delivered SG&A synergies from the Resco integration well over our target for 2025.

Sustainability

Our strong sustainability performance in 2025 was underpinned by further innovation and the expansion of our sustainable product offering. This continues to be an important commercial differentiator as our customers in hard-to-abate industries seek solutions to help reduce their CO2 emissions.

We exceeded our global recycling target of 15%, driven primarily by the outstanding performance in Europe. Across Europe,

we reached an average recycling rate of more than 22%, with several months even surpassing 24% thanks to the collaboration with MIRECO and our European recycling team. Our recycling capabilities in the United States were also enhanced by the joint venture we agreed in June with BPI, Inc. The transaction will support our ability to supply lower carbon recycled refractories to our expanded customer base in North America under a tighter tariff regime.

Our constant focus on innovation delivers new sustainability gains, and we deepen our partnership with MCi Carbon to develop the world's first CCU plant in the refractory industry. This will be our Green Minerals Initiative, which will open a new business area for RHIM while absorbing 50kt/year of CO2 of our existing processes. To support this one-of-a-kind project,

we secured a €30 million grant from the Austrian government to build the first industrial-scale plant in our Hochfilzen operation in Austria. Additionally, we unveiled the world's first RAPTOR multi sensor system, which sets new standards for recycling. We have already reduced our CO2 intensity by 15% (scope 1,2 and 3 raw materials) since 2018 with new recycling initiatives and CCU technology opening further room to reduce.

People and culture

Through 2025, maintaining a disciplined cost culture, while keeping teams engaged and motivated, has been a top priority. We reinforced cost-aware behaviour across the organisation, encouraged efficient decision making, and accelerated capability building for leaders and operational teams.

It is our people who have ensured stability. Their dedication and adaptability provided the foundation for us to take strong operational decisions and continue investing in growth, innovation and safety.

At the same time, we maintained

our commitment to long-term strategic transformation, preparing the Company for future competitiveness through leadership development, cross-functional collaboration, and a readiness to adopt innovative technologies once market headwinds ease.

Outlook

Market conditions are expected to remain challenging. Steel end-markets remain at cyclical lows globally, with no near-term demand recovery reflected in the order book.

A number of regulatory developments may provide medium-term support.

The European Commission has proposed a significant reduction in tariff-free steel import quotas in 2026 to support the reshoring of steel production and the activation of the Carbon Border Adjustment Mechanism following its trial phase. Brazil has initiated an investigation into potential duty protection for refractory materials.

China has introduced an export licencing regime for steel that could sustainably reduce current record steel exports. The timing and impact of these measures on local refractory demand remains uncertain and are not expected to materially affect refractory demand before 2027.

Industrial project market visibility remains limited, with modest improvements expected in non-ferrous metals and no recovery currently evident in the glass segment. Overall visibility is expected to improve in the second half of 2026 at the earliest, reflecting the planning lead time of industrial projects.

Despite these challenges, RHI Magnesita's adjusted EBITA for FY 2026 is forecast to increase to around €435 million on a constant currency basis, and €400 million after including foreign exchange headwinds. This improvement is driven by continued execution of self-help and efficiency measures. While pricing of raw materials

is expected to stay at historically low levels, cost and portfolio optimisation measures are being implemented across raw material assets to support an improvement of profits over the coming years with the first results appearing in 2026 and a more solid double digit run rate from 2027.

RHI Magnesita's business is getting

better every year and the Company is well positioned for long-term success and any market recovery.

Stefan Borgas

Chief Executive Officer

8 RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

GOVERNANCE

CEO REVIEW CONTINUED

Innovation across our



operations

CCUpScale: Pioneering Decarbonisation Innovation in the Refractory Industry

RHI Magnesita, in partnership with MCi Carbon, the Austrian Institute of Technology and the University of Technology Sydney, has made significant

strides towards establishing the world's first carbon capture and utilisation (CCU) plant in the refractory industry. Current commissioning of the first

Autonomous logistics meets refractories

At our Radenthein plant, we are setting new benchmarks in intralogistics. By implementing bespoke Automated Guided Vehicles (AGVs), we have fully automated the transport of our customised refractory products.

Despite harsh environmental conditions, the robots ensure a 24/7 material flow, reduce transport damage to a minimum, and ease the workload of our employees. This project is a core element of our digital transformation strategy and secures the long-term competitiveness

of our production operations in Europe. With the commissioning of a total of 12 AGVs, 80% of conventional forklift trucks have been replaced.

FINANCIAL STATEMENTS

OTHER INFORMATION

Completion of ReSoURCE

mineral carbonation demonstration plant in Australia, developed in collaboration with MCi Carbon, marks a major milestone. This facility is designed to capture CO2 from industrial sources and convert it into valuable carbonates



80

%

Of natural gas powered

After 42 months of intensive

collaboration, the ReSoURCE project (Refractory Sorting Using Revolutionising Classification Equipment) has reached a successful

conclusion. As the first Horizon Europe initiative coordinated by RHI Magnesita, ReSoURCE marked a major milestone in

our innovation and sustainability journey. The project delivered all planned results, including

the development and

demonstration of advanced sensor-based sorting technologies to enable high-efficiency recycling of used refractories.

This breakthrough supports RHI Magnesita's global recycling strategy and significantly contributes to reducing CO2 emissions from primary raw material use.

and silicates, transforming emissions into usable materials for the construction industry and various other material applications.

€10

m

invested to fund pilot plant in Australia

fork lifts were replaced

with electric AGVs

Scan the QR code to find out more

RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025 9

‌OUR BUSINESS MODEL

Focused on

delivering for customers

At RHI Magnesita, our business model is built to support customers facing increasing operational complexity, cost pressures, trade uncertainty, knowledge gaps and sustainability requirements.

Global supply chain

A critical strength of RHI Magnesita's offering is the unmatched global supply chain for refractories and raw materials, enabling flexibility and resilience

in the face of growing trade-policy uncertainty.

Global innovation network

Our global innovation network allows us to share new products, recycling technologies and production know-how across regions, ensuring customers benefit quickly from our latest research.

How 4PRO delivers for customers Our most comprehensive offering, 4PRO, continues to differentiate us in

the refractory industry. It is a full-service offer that customers value. They benefit from not only the refractories, but the step-change in efficiency enabled

by automation, digitalisation and performance-driven service.

4PRO is an innovative application of our business model, built on seamless

interaction between refractory consumers and RHI Magnesita. It addresses complex customer problems through collaboration across four pillars (Performance, Partnership, People, Planet) and delivers an unmatched set of solutions including refractories, systems, robotics, sensors,

on-site service, engineering and decarbonisation solutions.

This arrangement has enabled us to build many long-term relationships and to improve the efficiency of customer plants by employing the best available technology and working practices. This results in value creation, a sustainable business and shared success for both us and our partners.

The 4PRO model in today's business environment

In an environment where customers face sustained margin pressure and are continuously seeking structural cost reductions, business models that go beyond product supply become increasingly relevant. 4PRO provides the framework for long-term, value-creating partnerships by aligning incentives, embedding operational improvements and delivering system-level efficiency across the customer's value chain.

This approach allows RHI Magnesita to protect and expand market share even in highly competitive markets such as India - and selectively in China - without compromising pricing discipline. By focusing on operational performance, reliability, and total cost of ownership rather than short-term price competition, 4PRO strengthens customer loyalty, stabilises volumes, and supports sustainable profitability.

Continuing to strengthen our business model through targeted M&A

RHI Magnesita continues to expand capabilities through targeted M&A, in line with strategic priorities. The investment in a refractory recycling company in the United States significantly enhanced the circular offering in the region. The Indian flow control markets remain important growth markets with highly attractive structural dynamics that we aim to harness with the acquisition of a leading local flow control machinery provider completed in 2025.

10 RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

OUR BUSINESS MODEL CONTINUED

More than refractories

LES - Lining Evaluation Scan

LES - Lining Evaluation Scan - offers a step change in refractory maintenance and safety inspection capability for cement, lime and steel customers. RHI Magnesita offers more than refractories.

A laser solution to assess the residual thickness of rotary kiln refractory linings, enabling fast, holistic, and data-based decisions for upcoming repairs. Results are processed and presented digitally via the

GOVERNANCE

Automation Robotics

f

o

r

m

a

n

c

e

Connectivity Sensors

P

e

r

Digital Solutions

o

e

P

On site services & Supply Chain

OTHER INFORMATION

Supervision

Refractory Material

Long Term Agreements



Connectivity

P

a

r

t

n

e

r

s

Data Access

h

i

p

s

Joint Development

t

e

n

a

l

P

CO Footprint

Circular Economy

RHI Magnesita Customer Portal. Repeat scans allow analysing historical performance, track refractory status better and gain valuable insights into kiln health over time. LES measurements almost doubled in 2025 compared to 2024 with strong momentum particularly in the LATAM region.

FINANCIAL STATEMENTS

Customers benefit from reduced refractory replacement volume and increased safety and operational reliability as most worn parts of the lining can be better identified and repaired. Customers see LES as a key tool for decision making, raising the refractory topic from a procurement and engineering to a senior plant management item

e

l

p

Process Consulting

Social

Local for Local

Responsibility

The new interaction - 4PRO

4PRO is a new form of interaction with our customers offering innovative solutions to the contemporary challenges of industry and soc ety.

Gustavo Franco

Chief Customer Officer

4PRO is an innovative business model built on seamless interaction. It addresses complex customer problems through collaboration across its four pillars (Performance, Partnership, People, Planet), delivering unmatched set of solutions such as: refractories & systems, robotics, on-site service, engineering and decarbonisation solutions.

As a result, value creation, a sustainable business and shared success for our partners and us.

Performance

Partnership

People

Planet

Comprehensive refractory products integrated with automation, robotics and sensors.

Long-term agreements foster transparent partnerships through secure data sharing and real-time portal access.

Get specialised engineers, on-site installation teams

and supervision and inventory management all at once.

Cutting-edge sustainability disclosure and technology connected to social responsibility aligned with UN sustainability targets.

~60%

of customers using LES stopped manual measurements

RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025 11



Our value chain

We design, produce, deliver, install, monitor, maintain,

remove and recycle optimised refractory solutions in all customer industries globally.

Raw materials

RHI Magnesita operates raw material sites in Austria, Brazil, China, Czechia, Türkiye and the US. The majority of magnesite and dolomite raw material usage by volume was sourced internally in 2025, contributing 1.1% to Group Adjusted EBITA margin.

Refractory production

The Group operates

76 refractory production plants in Europe, Türkiye, India, China, Brazil and the US. Smaller markets in East Asia, the Middle East, Africa and Australasia

are supplied from the global supply chain.

Logistics

Timely raw material and finished goods deliveries with effective inventory management strategies are crucial to ensure customer delivery reliability whilst minimising working capital and operating costs.



Research & Development Development of new products, customisation and improved production techniques are essential to maintaining our position as market leader.

R&D is also required to achieve our longer-term sustainability objectives.

Design & Engineering The capability to design refractory solutions for new projects or new customers locks in future recurring revenues from refractory sales. New contract wins for DRI instrumental for green steel demonstrate the Group's success in 2025.

Installation

Customers often outsource the highly technical task of lining installation to RHI Magnesita. Refractory performance is dependent on correct installation, with high quality control requirements.



Sensors

We offer digital sensors

to monitor refractory usage, depletion or slag levels in real time. Kiln surveys can identify hot spots and potential safety hazards. Such services are often carried out within a 4PRO contract framework.

Optimisation Maximise customer plant utilisation and minimise

operating costs associated with maintenance downtime or energy usage. Usage of advanced

AI-powered models to predict refractory wear. Post mortem analyses of used refractories are carried out to optimise product formulations over time.

Maintenance

Refractory maintenance

can include gunning or other repairs to extend the useful life of refractory linings.

Efficient use of refractory linings can have meaningful benefits for other operating costs at customer sites, such as energy consumption.



Removal

Plan and execute the removal of linings after maximum safe usage has been achieved. Sort refractory waste to optimise recycling recovery yields.

Recycle

Reclaim valuable refractory material for reuse, with significant circular economy benefits. RHI Magnesita's proprietary technology and constant innovation ensure high performance of refractories with circular raw materials and a significant CO2 emissions reduction.



12 RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025



‌Strategy

Strong self-help measures and acquisitions deliver stable margins in a volatile industry.

Constant progression, including transformation via M&A, is fundamental to RHI Magnesita's ability to continue

to create stakeholder value in difficult market conditions. The Group continues to strengthen its market leadership and competitive advantage through strategic acquisitions. In 2017, the landmark merger of RHI and Magnesita created a structurally higher margin Group and

a global market leader which was ideally positioned to consolidate a highly fragmented and undisciplined industry. Subsequent acquisitions have targeted either growing markets such as India,

or market segments and regions where the Group is underrepresented. As part

of M&A integration, effective restructuring is key to unlocking value from the

Group's increased size and market depth, capitalising on raw material, logistics, SG&A and operational synergies.

STRATEGIC REPORT

Earnings contribution from the Group's strategic M&A and related synergies has served to offset a recent softening of earnings from the Group's backward integration since 2019. The depressed

backward integration margin is considered to be temporary. The Group is actively engaged with Chinese regulators and other industry players to support the strategic reform of the Chinese steel, magnesite and magnesia industries. These dynamics are expected to deliver a normalisation of the Group's backward integration margin to around 2-2.5% in the medium term.

Management-driven self-help measures are the second component to drive stability and are a firm basis for future business success. The key self-help measures are shown to the right, and these spearhead the cost and efficiency drive the Group pursues.

Their effectiveness and positive impact on earnings were shown in 2025, after

a historically weak first half year. Self-help measures are run in almost all business areas and focus on sustainable efficiency increases, permanent fix-cost reductions and, where capital needs to be invested, an attractive return on invested capital.

Key self-help measures

01

Digital transformation

DiGiT, Everest, Global Shared Service Center (GSS) Replacement of ERP, change of IT architecture to data-centric model, becoming AI model, outsourcing of standard business services.

02

Operational efficiency gains

Operational Excellence System (OES), Transport Management System (TMS), CoRe

Continuous improvement in all

65 production plants to deliver above inflation productivity improvements.

03

Network optimisation

Network Optimisation Europe (NOE), Network Optimisation Americas (NOA) Ongoing optimisation of production plants facilitated by acquisitions to create larger plants with better cost structure and fast reaction to customer requirements.

EBITDA development 2014-2024 in €m

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

RHI Magnesita RHIM - Refractories RHIM - BWI M&A 2022-24 (Incl. synergies)

GOVERNANCE

FINANCIAL STATEMENTS

OTHER INFORMATION

Our digital transformation is gaining momentum with the S/4HANA



go-live in Türkiye.

Ticiana Kobel Executive Vice President Legal & Digital Transformation

RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025 13

Our 2035 Strategy: strengthened focus

and value creation

At RHI Magnesita, we are not just adapting to a changing world, we are shaping the future. Building on the success of our 2025 Strategy based on markets, business model, and competitiveness, our 2035 Strategy further sharpens our long-term focus and enhances value creation for

RHI Magnesita and its shareholders through a clearer definition of our strategic pillars:

Portfolio enhancement

We are reviewing our portfolio, innovating with new products and business models that create greater value for existing and future customers.

We seek to maximise value for our customers and increase margins through offering a broad range of products and services, with R&D and new business models as key drivers. The Group also aims to grow its share of the global

high-temperature refractories market via a consolidation strategy targeting businesses in high-growth and underrepresented markets. In this way M&A will continue

to broaden the Group's product portfolio and geographic presence, adding further differentiation to 4PRO contracts and new business models.

Vision

Mission

People

empowered

Purpose



Performance excellence

We are boosting productivity through scaled and optimised footprint, smarter operations and digital transformation.

We aim to enhance operational efficiency to strengthen profitability and

Portfolio

enhancement

competitiveness through cost-optimisation initiatives, including SG&A reduction, footprint optimisation, automation, digitalisation, supply chain improvements and targeted capital projects to lower raw material and conversion costs. In 2025,

Performance

excellence

we successfully launched a network optimisation programme focused on Europe and the Americas, alongside a global raw material strategy.

Planet engagement

We lead in sustainability, by pioneering technologies that set the path for the green transformation of the refractory industry, while supporting our customers on their journey to net-zero.

Planet

engagement

The Group aims to create positive impact with profitable business models, by using recycling, decarbonisation and circularity as true game changers for us and our customers. We will further expand our recycling activities and continue working on decarbonisation technologies.

The success of these pillars relies on people engagement and a culture of safety first, by fostering a safe and inclusive workplace and promoting responsible business practices, grounded in a strong vision, mission and purpose.

14 RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

Each strategic pillar represents an opportunity for RHI Magnesita to deliver significant long-term value for shareholders as a highly competitive global leader

in refractories.

GOVERNANCE

The Group's long-term strategy is aligned to its purpose of delivering sustainable high-temperature industry solutions worldwide, empowering modern life. The Board reviews the Group's strategy annually to respond rapidly to changing market conditions, industry developments and stakeholder priorities. The Board believes that the Group's strategy is the optimum route for delivering long-term value creation for all stakeholders.

Our 2035 Strategy sets a bold direction

FINANCIAL STATEMENTS

to innovate across our portfolio, strengthen our performance, and lead our industry towards a more sustainable future.

OTHER INFORMATION

The foundation for success lies in our raw material strategy, network optimisation, SG&A reduction and innovation in recycling and advanced technologies.

Other key levers for the future include M&A, further leveraging backward integration and creating a green minerals business. This roadmap positions the company to strengthen competitiveness, secure profitable growth and reinforce its role as an industrial pioneer in sustainable solutions. Successful execution is ensured via focus and discipline.

Strategy deep dive: Raw Material Strategy - listen to the stones

The Group's raw material strategy is central to strengthening its competitiveness and resilience in an increasingly volatile global environment. Raw material markets are primarily driven by the domestic demand in China and by the policy choices of

the Chinese government. China is the undisputed leader in most refractory raw material production and exports, particularly in magnesite and magnesia.

Given the challenging raw material market environment in 2025 and the resulting decrease of our backward integration margin to approximately 1%, it is even

more crucial that the Group defends its competitive raw material production

irrespective of market conditions. In this context, the Group's approach focuses on cost leadership, diversification, and sustainable value creation.

Our backward integration model remains a key differentiator, ensuring reliable access to raw materials and safeguarding margins against market volatility. RHIM's

raw material strategy encompasses a range of initiatives, including new raw material concepts, kiln efficiency enhancements, and energy optimisation. Some of the actions are already being implemented

to improve backward integration earnings stepwise over the next two years. Beyond traditional refractory applications, the Company is expanding into other segments such as caustic calcined magnesia (CCM) for environmental, agricultural and chemical uses. This diversification opens access to new markets with attractive growth profiles while enhancing overall business stability and operational leverage

Raw material sites

North America

58%

Europe & CIS

87%

China & East Asia

India

85%

92%

Latin America

80%

Middle East, Türkiye & Africa

32%

% of production in region

Key raw material freight routes:

Internal raw materials External raw materials



RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025 15

End-use industries and key drivers for RHI Magnesita

Customer industries

% of 2025 revenue

End markets

Construction

Steel

Transportation

Machinery

Cement & Lime

Glass

Non-ferrous metals

Industrial applications

Electronics and

c

onsumer goods

Energy

Other

through existing capacity without the need for sizable capital expenditure. Continuous optimisation of our mines and processing operations enables us to maintain global cost leadership, with structural improvements expected to deliver significant ROIC gains by 2030. Our strategy is designed to generate tangible benefits under any market condition, even in a market low, as efficiency gains and cost advantages remain largely independent

of external volatility.

By fostering a strong culture of safety, inclusion, transparency and engagement, we empower our colleagues to grow, collaborate, and perform. Through this, we ensure building a resilient organisation ready to meet today's challenges and

shape a sustainable future together.

Simone Oremovic Executive Vice President People, Projects,

Integrations & Recycling

Market context - medium-term reforms in China to trigger industry shift

RHI Magnesita operates in a wide range of end-use industries on a global scale. While the Group is exposed to a structurally stagnating market, benefitting from both its scale and depth as the global market leader it successfully targets pockets of growth in certain regions and product segments, both organically and via M&A.

Steel

The global steel and key steel-consuming industries are increasingly fractured, aggravated most recently by a changing tariff environment. They are no longer moving



in a cycle largely determined by demand, but by how and where excess capacity in the form of exports is deployed. In the last two years, an industry recession in Western markets has been characterised by weak demand from almost all base industries and from steel in particular, as weak domestic demand within China has driven record exports of Chinese goods (e.g., steel, vehicles). These exports substituted domestically produced steel, and lowered the domestic steel demand base by importing key steel-containing products, like vehicles. Trends such as Green Steel that could stimulate refractory demand growth have been developing more slowly than expected due to insufficient economic incentives and constrained investment.

By contrast, developing markets like India, Southeast Asia and North Africa are bright spots of solid steel production and economic growth, but, some being comparatively small, they currently do not offset the weakness from the West and China.

This balance is set to change in the medium term. India is already producing more steel than the EU and will add sizable steelmaking capacity to become the undisputed steelmaking hub next to China in the medium term. Pockets of growth

in Electric Arc Furnaces in North Africa, Türkiye and the Middle East offer further growth potential for the Group. Overall, we do not foresee a meaningful recovery in steel production in most markets in 2026. Trade protection, as for example proposed in the EU, can put a floor under steel production volumes, but does not provide a change of its trajectory.

Industrials

Industrial project numbers were historically low in 2025 at 40% below typical levels, as customers delayed capital investments due to global uncertainty. This is particularly evident in glass, where the Group's order book at the 2025 year end

is approximately 60% below typical levels. We do not see this level of industrial projects as sustainable, with a return to

at least the median project number being likely within the next few years. Operators of large industrial kilns cannot delay the kiln reline indefinitely. Key demand drivers for industrial projects like electrification, urbanisation and recycling remain firm.

In particular, copper, a key margin contributor to the Group, is projected to suffer from a supply-demand-gap in

the next years requiring existing smelting capacity to run firmly and new capacity (particularly recycling-based smelters) to be built.

16 RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025

Global uncertainty inversely drives number of projects

COVID-19

Euro area crisis

US-China trade tension Brexit

Geopolitical risks

US election

Collapse of several banks

Brexit, US presidential elections

Financial crisis

Russia-Ukraine war

WUI*

Estimated number of Industrial projects

Others NFM

C&L

Glass

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

* World Uncertainty Index



STRATEGIC REPORT

GOVERNANCE

China

The Group expects metal and industrial output in China to be in the process of peaking, with base materials output including steel to reduce sizeably over the coming years. This is a major change for industry and commodity markets for whom strong growth in Chinese demand over the last 25 years has been a strong

driving force. With a structural reduction of 150-250 million tons of steelmaking capacity within the next decade, the downstream and upstream industries need to be reformed too. Magnesite and magnesia are among those, and the Group is actively engaging with Chinese regulators and industry bodies to facilitate this shift. Once Chinese exports normalise, metal and industrial production, and therefore refractory demand, will return in other regions.

Global refractory market dynamics The refractory market continues to consolidate in several regions. More consolidated markets are characterised

by improved pricing and CAPEX discipline providing sustainable returns on capital. However, plenty of M&A opportunities still remain. Particularly in India we see considerable private investment into the sector, which is already oversupplied for the coming years despite solid refractory

demand growth expectations. Additionally, Chinese refractory exports weigh on several

Stable (new) Volatile (sales, BW) M&A

2025

2024

2023

2022

2021

2020

2019

2018

Indicative margin €m, scaled to 100%



FINANCIAL STATEMENTS

OTHER INFORMATION

markets including India. With the Chinese industry reform mentioned above, we expect refractory exports to normalise in the coming years. There is no need for additional refractory capacity anywhere globally.

Business areas deep dive - stable base business with more volatile high-margin top end

The Group delivers exceptionally strong and stable EBITDA. Despite many of its end-use industries being highly cyclical and suffering from difficult trading conditions, the Group's earnings

demonstrate limited cyclicality.

The stability of its financial performance

is assured via relentless cost management, operational discipline and integrating acquisitions. Where parts of the base business are seeing an erosion of volumes, e.g., Steel Europe, the Group is focused on increasing customer value via innovative business models, pricing, sourcing from our global network and cost adjustments via network optimisation. Additionally,

the Group is focused on capturing upside from more volatile but higher-margin business segments.

RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025 17

Stable business areas (70%)

  1. Steel linings

  2. Steel Flow Control

  3. Cement

  4. Industrial repair

Business foundations

Steel and most industrial products are the foundations of modern civilisation and almost every state worldwide has such domestic production.

Refractory volumes needed per ton of steel are constantly declining due to technological progress. Similar developments occur in industrial business, but to a lesser degree. RHI Magnesita is constantly driving refractory performance gains to add value

to our customers. This might decrease the refractory volume needed, but can be offset by pricing, increased technology, solution and service offering.

This effect is evident during times of crisis of the global steel industry. For example, steel makers' margins plummeted in 2015 when Chinese steel exports flooded the market, while the EBITDA margin of RHI decreased only modestly. Similarly, the EBITDA margin of RHI Magnesita in 2024 was stable at approximately 16% when global steel demand softness coincided with record Chinese steel exports.

RHI Magnesita business deep-dive

The Group derives approximately 70% of earnings in this market segment. The Group's earnings come predominantly from mature markets like North America and Latin America. Earnings in markets like Europe and China are structurally under pressure. Therefore, the focus is on pricing, diligent cost management, operational discipline and bolt-on acquisitions.

The Group's shipments increase organically with steel and cement production growth. Therefore, the Group focuses its M&A efforts on expanding in underrepresented product segments.

India is the only large structurally growing market in this segment. Other regions and trends like growth in Southeast Asia and Green Steel are meaningful but partly delayed.



Volatile business areas (30%)

Industrial project business:

  1. Non-ferrous metals

  2. Glass

  3. Industrial applications

  4. Steel like directly reduced iron (DRI), blast furnace and re-heat furnace

Minerals and backward integration:

  1. Dead burned magnesia (DBM)

  2. Calcined caustic magnesia (CCM)

  3. Fused magnesia (FM)

  4. Aluminas

  5. Speciality materials (e.g. zirconia)

  6. Recycling

Business foundations

Industrial projects are large capital-intensive investment projects of customers in which refractories are a modest share of the overall costs. Those high-temperature facilities commonly have a long lifetime and the refractory lining cannot

be readily repaired or changed. Any operational disruption must be kept to a minimum due to financial and safety reasons. Therefore, customers value high-quality refractory solutions coupled

to sophisticated engineering, technology, and automation.

Given its capital intensity, industrial projects are linked to global uncertainty. When global

uncertainty is elevated, customers tend to delay investment decisions and adopt a wait-and-see approach (such as in H1 2025). Once visibility

and the macro environment are favourable, a high number of projects are built in a short period of time (such as in 2018, 2022).

Business foundations

The refractory raw material business is dominated by China with a market share of above 60% in global traded refractory raw materials.

RHI Magnesita is the biggest non-Chinese basic raw material seller in the Western world. The global benchmark prices are set by Chinese export prices.

The Chinese domestic and export raw material prices are guided by Chinese industry cycles and policy choices. Short-term policy changes in particular can impact price levels very quickly. Prolonged price pressure comes from structural oversupply in China. Upcoming industry reforms are expected to change this.

The Group earns the backward integration margin and margin in mineral sales from two primary factors. First, the backward integration margin on a delivered basis (the difference between Cost of Goods Sold (CoGS) and Chinese raw material prices delivered to customers). Second, offering superior product specifications for dedicated customer applications or the Company's own products.

Most recently, tariffs complicated the picture resulting in operational difficulties and material trade flow changes.

RHI Magnesita business deep-dive

The Group is a key refractory supplier for industrial projects in non-ferrous metals and glass, less so

in the wide area of industrial application. The 2025 project number is approximately 40% lower than the 2022 peak. We expect a normalisation of industrial projects in the medium term.

The Group is less active in project business in steel. However, the P-D Refractories acquisition added capabilities in coke ovens. The low-CO2 DRI (directly reduced iron) market trend offers

a new attractive market.

The Group has a competitive advantage in industrial projects due to its products and experience in delivering such complex projects. Larger projects are typically supplied from two or more global plants with hundreds of different refractory products.

Installation, digital services and guarantees are then added on top. The Group often also receives repair contracts in the years after the installation date adding regular high-margin business.

Organic growth in this segment is difficult without a structural increase in projects. We expect a normalisation of projects in the medium term.

To capitalise on this, the Group targets this segment via M&A.

RHI Magnesita business deep-dive

The Group is primarily active in the DBM market with its operations in Brumado and Eskisehir.

The majority of minerals earnings are with DBM. The Group has a market share of the merchant DBM market of approximately 7%. However, RHI Magnesita is the biggest western supplier of DBM and can scale up deliveries quickly in case of export disruptions out of China.

The Group is also active in the CCM

(calcined caustic magnesia) market. RHIM derives approximately €20-30 million of revenue with CCM corresponding to a low market share. Here we aim to expand with newly started efforts in raw material operations in Austria, Türkiye, and Brazil.

The Group produces approximately 15ktpa Fused Magnesia (FM) near its Contagem plant exclusively for own use. China dominates the global export market with an approximate market share of 90%.

The Group operates the largest refractory recycling capabilities outside of China with operations focussed on Europe and USA. Further acquisitions are constantly explored.





18 RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025

FEATURED - RESTRUCTURING STORY

Adapting to meet market needs

GOVERNANCE

Restructuring is a key component of a successful M&A process.

Every acquisition offers new opportunity to optimise the plant network. In a static industry, plant closures are a necessity. RHI Magnesita has been executing plant footprint optimisation programmes in Europe since 2019 and in the Americas since the beginning of 2026.

The success of these optimisation programmes has meant that this process has become a core competency of RHI Magnesita.

Perform plant network analysis Every plant network optimisation programme

is led by the Strategy Team and the Regional Leadership team and brings together

Perform M&A

STRATEGIC REPORT

M&A is a core strategic lever for RHIM to close capability gaps, strengthen our product and service portfolio, stay close to customers and drive industry consolidation

in a market performing at overcapacity.

We follow a proactive,

end-to-end M&A approach - from identifying strategic targets to seamlessly integrating businesses.

FINANCIAL STATEMENTS

OTHER INFORMATION

local and global senior experts and managers. Decisions are based on sophisticated financial, demand and supply chain modelling and enriched with technical and R&D deep dives. It is a holistic process including all departments from sales

to R&D to deliver such a complex undertaking successfully.

Perform M&A

Do network analysis

€100m

Invested from 2021 to 2025

€45m in CAPEX and €55m in restructuring

Restructure

€25m

€10m EBITA in 2025

Additional €15m EBITA expected in 2026

Restructure operations Restructuring an operation usually consists of a closure or part-closure. This means many of RHI Magnesita's core assets, our people,

are impacted. Taking care of our people is therefore the prime consideration in every restructuring.

Other considerations are machine and technology transfer, and often land sale proceedings.

RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025 19

‌Engaging for mutual success

01.

Shareholders

Who they are Providers of capital and owners of the business.

The value we create Financial value, represented by the share price of the Company and dividends paid.

Find out more on page 21

05.

Employees

Who they are

Our people are at the core of achieving our strategic objectives.

The value we create Providing an environment of encouragement, engagement and learning.

Find out more on page 25



02.

Debt holders and lenders

Who they are

An important source of financial liquidity.

The value we create A strengthening of the Group's funding structure.

Find out more on page 22

06.

Governments and authorities

Who they are

The regulatory framework within which we operate.

The value we create Working with governments and agencies and engaging in open dialogue.

Find out more on page 26



03.

Customers and innovation partners

Who they are Customers are at the heart of our business and we work to create value by

collaborating with a number of external parties.

The value we create Enhancing product performance and product offering.

Find out more on page 23

07.

Suppliers

Who they are Providers of services and materials to ensure our end-to-end supply chain.

The value we create Improved tactical and strategic supply chain management.

Find out more on page 27



The Board recognises its duty under Section 172 of the UK Companies Act 2006 to promote the success of the company for the benefit of its members, while considering broader stakeholder and long-term factors and the matters in Section 172(1) (a)-(f).

Details of our key stakeholders, how the Company and Board engages with these stakeholders and key priorities and outcomes can be found on pages 21 to 26.

04.

Communities

Who they are Members of the local communities within which we operate.

The value we create Investment in community projects throughout

our regions.

Find out more on page 24



20 RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

01. Shareholders

‌Why they are important



As providers of capital and owners of the business, our shareholders play a central role in the Company's growth and development. By fostering and maintaining their support, we are able to implement our strategy and objectives.

How the Company engages

GOVERNANCE

The Company is listed on the London

and Vienna Stock Exchanges, with London as its primary listing location.

FINANCIAL STATEMENTS

The Company issues consistent, fair, balanced and understandable information to these stock exchanges to ensure efficient and fair functioning of financial markets. Care is taken to ensure messaging is consistent and publications are compliant with the EU and UK Market Abuse Regime, UK Listing Rules, Austrian Stock Exchange Act, and Corporate Governance Codes and guidance.

The Investor Relations department maintains an ongoing dialogue with shareholders and analysts which is fed back to senior management.

OTHER INFORMATION

Regular engagement is facilitated via one-on-one meetings, investor

presentations and webcasts, the AGM, industry conferences and events and site visits.

How the Board engages

The Executive Directors meet regularly with investors and analysts (both in person and via digital channels). On request,

the SID and Deputy Chair meets with shareholders to discuss governance matters. In 2025 this covered the Board's oversight of strategy and risk, Board skills, diversity and composition, and sustainability metrics.

The Investor Relations team regularly provides analyst coverage of the market and shareholder sentiment to the Board. This includes shareholder commentary, and comparison of the Company's performance against its peers. The Company's brokers also provide valuable and pertinent perspectives from their wider experience base, which gives context to the Board for regulatory news publications.

The Chair and SID and Deputy Chair also engaged with larger shareholders to hear about their priorities and answer questions around both tactical and strategic delivery.

The Board benefits from long-term shareholder representative Directors', who share their perspective and priorities to guide management and reflect the shareholder experience, whilst also taking care to recognise minority shareholder interests and priorities.

Priority topics raised by stakeholders

  • Company strategy and implementation, particularly regarding M&A and capital allocation.

  • Operational and financial performance including cash generation, sales volumes, pricing considering raw material costs, and trading outlook.

  • Development of key end-use markets and associated challenges from the fragmenting global trade environment.

  • Geopolitical outlook and associated changes to global economic factors.

  • Sustainability agenda and activities, such as contract wins in green steel, sustainability targets.

  • Climate strategy and associated capex investment.

  • Board composition including gender diversity and the skills and experience represented.

    Outcomes

    Shareholder perspectives were fundamental considerations in Board discussions on a wide range of topics, including the implementation of remuneration policy, accounting judgements, capital allocation decisions, gearing and leverage, and ESG strategy.

    Feedback about the Group's acquisition strategy from shareholders informs the strategy and planning for the future in terms of liquidity and business capacity. A number of acquisitions have been made since 2022 and the priorities of shareholders will continue to be a driving factor in the future acquisition approach.

    Two dividends, final and interim, were paid in 2025, in line with the dividend policy and shareholder expectations.

    RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025 21

    02. Debt holders and lenders



    Why they are important

    Our lenders and debt holders are an important source of the financial liquidity that the Group requires to operate. They are integral to the long-term sustainable success and growth initiatives of the business.

    How the Company engages

    The Group CFO and Group Treasurer execute strategies approved by the Board by regularly engaging with debt holders and lenders to secure favourable terms, mitigate risks, and ensure sustainable and solid relationships.

    Regular engagement with these stakeholders is facilitated via one-on-one and Group meetings and presentations.

    How the Board engages

    The Treasury department maintains an ongoing, transparent dialogue with its debt holders and lenders, and reports regularly to the Audit & Compliance Committee

    and Board.

    The Board has a clearly defined approval and delegation of authorities matrix for the contracting of debt instruments,

    and actively contributes and engages in discussions with the Group CFO and Group Treasurer.

    Priority topics raised by stakeholders

  • Company strategy and implementation.

  • Operational and financial performance and outlook.

  • Capital structure and liquidity.

  • Sustainability initiatives.

  • Risk management.

    Outcomes

    In March 2024, the Group successfully raised a €200 million syndicated term loan with a tenor of five years. This syndicated term loan was fully utilised in January 2025 to fund the acquisition of the Resco Group.

    In April and May 2025, the Group successfully completed the refinancing of a €150 million bilateral term loan maturing in May 2025 and a €50 million bilateral term loan maturing in 2026 with a €100 million bilateral term loan maturing in 2029 and a $50 million bilateral term loan maturing in 2030 respectively, with €50 million being repaid with excess cash to optimise the Group's capital structure and liquidity

    levels. These transactions strengthen the Group's funding structure and maturity profile ahead of upcoming maturities

    in 2026 and onwards.

    RHI Magnesita continues to align parts

    of its funding structure with sustainability objectives, including the use of ESG-linked loan instruments. As of June 2025, the Group's EcoVadis sustainability rating was updated, achieving an overall score of 79 out of 100, placing the Group in the 97th percentile of all companies rated globally. At the reporting date, the Group's ESG-linked drawn and undrawn borrowing facilities amounted to €1,702 million (31.12.2024: €1,983 million).

    22 RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025

    GOVERNANCE

    FINANCIAL STATEMENTS

    03. Customers and innovation partners



    Why they are important

    STRATEGIC REPORT

    Our customers are at the heart of our business model and fundamental to the sustainable future of the Group.

    We collaborate across the refractory industry, and more broadly, with external partners such as accelerators, start-ups, open innovation platforms, companies and institutions to foster innovation and drive developments in R&D.

    How the Company engages The Company employs a structured innovation framework that integrates external scientific collaboration with internal R&D expertise. This includes

    joint development projects with industrial partners, academic collaborations, digital innovation partnerships and circular economy R&D programmes.

    OTHER INFORMATION

    The Company maintains strong representation at global trade fairs across the steel, cement, non-ferrous and process industries. These platforms strengthen commercial relations and provide real-time intelligence on technological inflection points and evolution of customer requirements.

    The Company runs Customer Satisfaction surveys to regularly assess the Net Promoter Score. It is used as a key metric for customer-facing teams, to ensure focus

    on providing a positive customer experience in every interaction.

    How the Board engages

    The Board integrates technological and scientific considerations into its strategic decision making, ensuring that R&D investment aligns with long-term value creation, customer demands, sustainability requirements and competitive differentiation. Meetings with senior leadership at customer organisations provide essential perspectives on operational priorities, technological needs and evolving sustainability requirements.

    The CSC hears from senior management on their work with innovation partners on the development of the Company's sustainability strategy, and feedback to the Board.

    Priority topics raised by stakeholders

  • Price increases in response

    to widespread inflationary costs and low demand in some regions.

  • Service levels and lead times.

  • Response to climate change and opportunities in green transformation.

  • Health & Safety.

    Outcomes

    R&D activities and associated investments have strengthened supply resilience, enhanced product performance consistency and accelerated the introduction of advanced refractory solutions. Organisational redesign and enhanced cross-functional processes have improved customer service and technical response capabilities.

    Insights from customer relationship teams have guided strategic decisions to enhance the Company's service portfolio, expand the sustainable product offering and optimise supply locations, supporting the Company's role as a preferred partner in the green transition of steel and cement in Europe.

    The Company's scientific journal, Bulletin, remains a key instrument for disseminating refractory research, showcasing innovation deployments and demonstrating progress across material science, recycling, digitalisation and service technologies. Its publication underscores our commitment to research excellence and collaboration with innovation partners across the global scientific community.

    RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025 23

    04. Communities

    ‌Why they are important Wherever we operate, our ability to succeed depends on maintaining the

    trust and confidence of local communities.



    This social licence to operate requires us to conduct our business ethically, responsibly, and transparently. It also obliges us to contribute to sustainable development by supporting socioeconomic progress, safeguarding human rights, and protecting the environment both within our own operations and across our value chain.

    How the Company engages

    As a member of the UN Global Compact, the Company supports the UN Sustainable Development Goals (SDGs) and implements the Compact's principles

    on human rights, labour, the environment, and anti-corruption. These commitments inform engagement with policymakers, non-governmental organisations, and other stakeholders at national and international levels.

    At the local level, each site maintains regular dialogue with community members and stakeholders to understand their priorities, identify risks, and determine where the Company's support can create the greatest impact. In 2025, the Company continued to focus community investments on three core pillars: education and youth development, health and medical care, and environmental protection. These areas align with several SDGs and guide the Company's long-term approach to community development.

    How the Board engages

    The Corporate Sustainability Committee (CSC) reviews community engagement activities and reports its findings to the Board. In 2025, the CSC evaluated charitable initiatives and received progress updates on projects in India and Brazil. The Committee provided direction on priority areas for future focus and noted applicable legal and regulatory requirements relevant to community programmes.

    Priority topics raised by stakeholders

  • Health and wellbeing.

  • Climate change, biodiversity, circular economy (including income-generation opportunities), reforestation, and broader environmental awareness.

  • Education, youth development, and employment programmes, including professional development and entrepreneurship.

  • Rural transformation, particularly in India.

    Outcomes

    Despite challenging market conditions, the Company continued investing in community programmes across all regions in 2025. In India, this included the construction of schools, libraries, roads, and other essential infrastructure. Globally, the Company prioritised initiatives that build the skills and knowledge of children from disadvantaged backgrounds, strengthen female empowerment and women's skills development, and expand access to primary healthcare for communities near our sites.

    The Company also committed to a more balanced distribution of resources across our three community pillars and increased investments in environmental initiatives, including a major biodiversity enhancement project in Türkiye.

    The Company's employee volunteering programme, launched in 2022, continued to grow in 2025, with monthly activities delivered through partnerships with 11 non-profit organisations.

    Employees worldwide were encouraged to participate in volunteering, fundraising, and donation campaigns.

    The Company remains focused on decarbonising our industry for the benefit of future generations. In 2025, use of Secondary Raw Materials (SRM) increased to 15.9%, a 1.7-percentage-point improvement compared with 2024.

    24 RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025

    05. Employees



    Why they are important

    Our people are at the core of achieving our strategic objectives. Attracting, retaining, and developing exceptional talent is vital to our Company's long-term success. We are committed to fostering an engaged, innovative, and collaborative workforce, built on a strong foundation

    of diversity and inclusion.

    How the Company engages Company communication channels include town hall meetings, function-and level-specific conferences, and a corporate communications app, Workvivo. These platforms ensure colleagues across all levels and locations remain connected, receive consistent updates from senior leaders, and have opportunities to share their perspectives, voice concerns,

    and celebrate achievements.

    To help embed our culture and values throughout the organisation, designated Culture Champions worldwide actively engage with employees on an

    ongoing basis.

    In addition, regional leadership teams host town halls to address local priorities such as supply chain developments, employee health and wellbeing, and

    STRATEGIC REPORT

    site-specific changes, ensuring transparent communication tailored to regional needs.

    How the Board engages

    GOVERNANCE

    Three Employee Representative Directors (ERDs) served on the Board during 2025, feeding in on a range of workforce issues such as remuneration, feedback on executives, the operational footprint,

    and Health & Safety.

    The Board meets with plant employees and management, as well as holding direct conversations with senior management on detailed topics outside of Board meetings.

    FINANCIAL STATEMENTS

    Local and global townhalls and Q&A sessions are run both virtually and in person, at both regular intervals and when there are specific communications to be delivered, such as the full and half year financial results.

    OTHER INFORMATION

    The CSC considers employee safety KPIs at each meeting, including a root cause analysis of any major accidents. The Board also receives a report of Health & Safety statistics from the CEO at each meeting. The CSC, as well as the broader Board, focused on the safety culture, lessons learned, as well as receiving briefings on the business's response and the support for affected colleagues at the plants.

    Guidance and encouragement were given by Board members to improve processes and approach based in their own experiences elsewhere.

    Board Directors have participated in the mentoring programme for female talents, sharing their own experiences as women in the workplace, and supported the delivery of the scheme through advising other mentors in the Company on how to establish a good mentoring relationship.

    Priority topics raised by stakeholders

  • Operational performance improvement programmes including process and controls improvement.

  • Health & Safety and cultural changes to foster greater transparency to build safer working environments.

  • Business restructuring and job security, within the wider macroeconomic backdrop (specific to certain regions).

  • Regional investment and the impact of new assets and additional colleagues.

  • Responding to green steel transformation and delivering environment related solutions.

  • Salary/wage growth.

  • Recruitment, talent development and retention.

  • Work/life balance.

  • Leadership behaviours and communication, e.g., cultural role modelling and leading by example.

  • Change resilience, psychological safety, and employee wellbeing.

    Outcomes

    As part of the Company's ongoing commitment to strengthening Diversity, Equity and Inclusion (DEI) a number of global initiatives and events were rolled out in 2025, including EmpowHer leadership workshops, a resilience webinar and a Leqture series focusing on DEI issues. The Company also enhanced our global mentoring and global trainee programmes.

    In total, more than 3,800 colleagues worldwide participated in these development and inclusion sessions throughout the year. Together, these initiatives underscore the Company's belief that when people feel valued, supported and able to bring their full selves to work, the entire organisation thrives.

    RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025 25

    06. Governments and authorities



    Why they are important Governments and authorities set the regulatory framework within which we operate. They also set out national and international strategies wherein RHI Magnesita plays a part. There is vital interplay between industry and political stakeholders and this relationship is the linchpin that propels us towards a cleaner, more sustainable future.

    How the Company engages

    The Company engages on multiple levels with authorities in our regions. In 2025 these included:

    Relations with EU institutions were strengthened through various initiatives and personal meetings. The Company, represented by Regional President Europe, CIS & Türkiye, attended the 2025 European Raw Materials Week in Brussels, contributing to a high-level panel at the 12th Annual Conference on Raw Materials and engaging with senior officials from the European Commission as well as with the Cabinet of the Commission President and members of the European Parliament.

    In July 2025 Austrian Federal Chancellor Christian Stocker visited the fully digitalised refractory plant in Radenthein, where

    he was briefed on the site's high-tech production, regional raw material base and its relevance for Europe's green and digital transition.

    RHI Magnesita also continued to play an active role in key European industry platforms. The Company is a member

    of Euromines, the European Refractories Producers Federation (PRE) and Cerame-Unie, the European Ceramic Industry Association. From January 2026, RHI Magnesita's Matthias Stalzer, responsible for Key Account Management Europe & CIS, will assume the presidency of PRE, further strengthening the Company's voice in shaping the policy framework for Europe's refractory and raw materials industries.

    In Latin America, the Company engaged with local governments and attended COP 30.

    In India, Ian Botha attended a business round table with India's Finance Minister, Nirmala Sitharaman and Austria's Minister of Finance and Corporate Affairs, Wolfgang Hattmannsdorfer.

    How the Board engages

    The Board considers responses to authorities and encourages management to research and consider the consultations which are issued.

    The Board receives briefings on changes in legislation and the extent of their impact on the Company, The CSC also considers changes in regulation within its scope, such as the EU Omnibus package, CSRD implementation in the Netherlands and the UK Sustainability Disclosures requirements.

    The Board sets an averse risk appetite in respect of non-compliance with regulations, establishing how the Directors expect the organisation to

    engage with authorities and regulations.

    The Board approves the Code of Conduct which has a zero-tolerance approach to any illegality.

    Priority topics raised by stakeholders

  • Raw materials.

  • Infrastructure.

  • Alternative energies, sustainability, climate change, and decarbonisation.

    Outcomes

    The Board endorsed management's approach to public affairs and political engagement, and guided attention to the new assets, asking management to ensure Group standards were implemented and maintained.

    The Company has provided information on request to governments and agencies, actively engaging in open dialogue.

    By actively engaging in regional discussions and initiatives with political bodies and governmental agencies, we address unique challenges and contribute to environmentally responsible industrial practices on a global scale. Transparent communication and open information sharing progresses our goal of securing

    a sustainable infrastructure for a clean and efficient industry.

    26 RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025

    STRATEGIC REPORT

    07. Suppliers

    ‌Why they are important

    Strong relationships with our suppliers are vital to ensure our end-to-end supply chain. We rely on our suppliers to deliver services and materials, and we recognise



    GOVERNANCE

    that the availability of these goods impacts how we execute our services to customers. We are embracing strategic alliances and long-term partnerships mainly for raw materials and logistics.

    How the Company engages

    All suppliers are requested to confirm the Supplier Code of Conduct. Our Sustainable Supply Chain & Procurement Guideline and Supplier On-Site Assessment Guidelines are implemented consistently across our operations.

    FINANCIAL STATEMENTS

    The Company evaluates its suppliers through a sustainability risk matrix that assesses suppliers according to country risk and a goal-based framework to evaluate the majority of RHI Magnesita's purchase spend by supplier under its sustainability criteria.

    OTHER INFORMATION

    On-site assessments are undertaken at suppliers to ensure compliance with our standards. In higher-risk areas expert external parties undertake these assessments on behalf of the Company. Internal on-site supplier assessments have been completed across all of the Group's regions.

    The Company has focused on building longer-term partnerships with certain strategic suppliers to establish more stable and reliable supply chains.

    The Company operates fair payment terms for suppliers, whilst leveraging benefits for its own financial health.

    How the Board engages The CSC received reports from management on supplier on-site

    assessments and engagement, and considered progress on the Company's sustainable procurement initiatives.

    The Board receives regular updates on the business's work to future-proof our supply chain and the work undertaken to adapt our processes to an increasingly volatile environment.

    In 2025, the Board considered and approved the Modern Slavery Act Statement for publication. The statement can be found on the Company's website.

    Priority topics raised by stakeholders

  • Inventory levels.

  • Supply chain resiliency & black swan event playbook.

  • Climate action.

  • Safety.

  • Raw material pricing and rising risk of trade restrictions.

  • Sustainable procurement.

  • Mitigation of impacts from the implementation of tariffs and anti-dumping duties.

Outcomes

The efforts to improve tactical and strategic supply chain management continued in 2025 and the next steps will be to upgrade the systems and tools for use in the teams' work, driving efficiencies and improving supplier and employee experience.

The Group has launched a partnership with o9 Solutions to implement an advanced, end-to-end integrated supply chain planning platform. The implementation

is well underway and aims to optimise planning processes and enhance overall efficiency.

The global roll-out of our Oracle Transportation Management system for finished goods ocean freight has increased the Company's visibility, enabled choice, maximised value for customers and enhanced the ease of doing business.

In 2025, this focused more on land freight and raw material shipments in cooperation with two 4PL providers.

Greater numbers of suppliers are signed up to the Supplier Code of Conduct and are increasingly more aware of the Company's expectations on product carbon footprint data and about the

on-site assessment process. This has

led to greater adoption across associated industries and will drive improvements in ESG matters.

The insights from on-site assessments in 2025 have led to improvements in quality, transparency and supplier relationships. Tools used to increase supply chain transparency have identified no gross misconducts in 2025.

RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025 27

‌Operational review

Steel revenue

€2,328m

2024: €2,367m

Steel revenue by region

Steel overview

Supplying refractory products and services to the steel industry accounted for approximately 69% of Group revenues in 2025 (2024: 68%). Applications span ironmaking, primary steelmaking, secondary metallurgy and casting, with product lifecycles ranging from hours to several years depending on the application.

As a result, refractory consumption is typically classified as an operating expense by steel producers and represents approximately 2-3% of steelmaking operating costs.

Global steel markets remained weak throughout 2025. Demand softness across construction, automotive, machinery and consumer goods was compounded by elevated Chinese steel exports, which continued to exert pricing and volume pressure on producers outside China.

According to World Steel Association data, global steel production declined by approximately 2% in 2025.

Steel revenues declined by 2% to

€2,328 million (2024: €2,367 million). Excluding the impact of M&A activity, revenues decreased by approximately 6% to €2,218 million (2024 €2,367 million), reflecting a combination of lower volumes and pricing pressure. Global steel demand declined across all Group regions excluding North America, India and META. Shipped volumes of steel refractories declined by 2% on an organic basis,

partially offset by strong momentum

in India. The acquisition of Resco largely offset organic volume declines, resulting in broadly flat reported volumes.

Gross profit declined to €523 million (2024: €553 million), with the gross margin compressing to 22.5% (2024: 23.4%).

This reflects pricing pressure in competitive markets, particularly India and META, as well as fixed-cost under-absorption during the first half of the year. Competitive dynamics were exacerbated by elevated Chinese steel and refractory exports, particularly into the Middle East, Africa and Latin America.

Industrial overview

RHI Magnesita is a leading supplier of refractory products and services to a broad range of Industrial customers, including Cement & Lime, Non-ferrous metals, Glass, Energy, Environmental, Industrial applications and Chemicals. Industrial customers accounted for 28% of Group revenues in 2025. Refractories in these markets are typically classified as capital expenditure and exhibit longer replacement cycles, ranging from less than one year to over 20 years depending on application.

Industrial markets were uneven in 2025. While certain Non-ferrous metals segments showed resilience, overall demand was impacted by project deferrals, tariff-related uncertainty and weak end markets, particularly in Glass.

North America Europe & CIS

India Latin America China & East Asia Middle East, Türkiye & Africa





Industrial revenue

€958m

2024: €1,055m

Industrial revenue by region

Steel

2025

2024

reported

2024

(constant currency)

Change

Change (constant currency)







North America Europe & CIS Latin America China & East Asia

Middle East, Türkiye & Africa

India

Revenue (€m)

2,328

2,367

2,293

(2)%

2%

Gross profit (€m)

523

553

535

(5)%

(2)%

Gross margin

22.5%

23.4%

23.3%

(90)bps

(80)bps

2024

2024

(constant

Change (constant

Industrial

2025

reported

currency)

Change

currency)

Revenue (€m)

958

1,055

1,034

(9)%

(7)%

Gross profit (€m)

241

300

298

(20)%

(19)%

Gross margin

25.1%

28.4%

28.8%

(330)bps

(370)bps

28 RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025