Draft Minutes of the Annual General Meeting of RHI Magnesita N.V. (draft minutes of the annual general meeting of rhi magnesita nv)

Mateus Garzon was appointed by Dr Herbert Cordt, Chairman of the Board, to act as Chairman of the AGM (the "Chairman") and opened the AGM from Amsterdam before handing over to Stefan Borgas for the Safety Moment. Stefan Borgas then handed over to Herbert Cordt.

Herbert Cordt ("Dr. Cordt") introduced himself as the chairman of the board of the Company (the "Board") and, before proceeding to the formal business of the AGM, he introduced the directors of the Company (the "Directors") present:

− Stefan Borgas, CEO and Executive Director;

− Ian Botha, CFO and Executive Director;

− John Ramsay, Deputy Chairman and Senior Independent Director and Chairman of the Audit and Compliance Committee;

− Janet Ashdown, Non-Executive Director and Chairman of the Corporate Sustainability Committee and Remuneration Committee;

− Wolfgang Ruttenstorfer, Non-Executive Director;

− David Schlaff, Non-Executive Director;

− Karl Sevelda, Non-Executive Director;

− Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg, Non-Executive Director;

− Franz-Ferdinand Buerstedde, Non-Executive Director;

− Jann Brown, Non-Executive Director;

− Marie-Hélène Ametsreiter, Non-Executive Director;

− Anna Katarina Lindström, Non-Executive Director;

− Yasmin-Sarah Solmazer, Employee Representative Director; and

− Martin Kowatsch, Employee Representative Director.

Dr. Cordt then introduced the advisors present:

− Antoine Westerman, partner of PricewaterhouseCoopers Accountants N.V., the Company's external auditor; and

− Joyce Leemrijse of Allen Overy Shearman Sterling LLP, a civil law notary in Amsterdam, the Netherlands.

Dr. Cordt then gave an overview of the Q&A process at the AGM, noting that no questions had been submitted in advance of the AGM. He noted that agenda items 1 and 2 would be addressed as discussion items, followed by the proposal of voting items, and any questions submitted during the meeting, in respect of all agenda items, would be addressed together at the end, before the close of voting.

The Chairman introduced Julia Crane, the Company Secretary, and he requested her to act as secretary of the AGM (the "Secretary") and to keep minutes of the proceedings at the AGM.

Ms. Crane confirmed that the notice convening the AGM was made available to all shareholders and depositary interest holders on 26 March 2026 on the Company's website, as well as at the Company's head office in Vienna and the offices of A&O Shearman Sterling in Amsterdam, together with all related meeting documents mentioned in the AGM notice.

She also confirmed that, as the AGM notice was given in accordance with the Company's Articles of Association and applicable law, valid resolutions could be adopted on the subjects set out in the agenda and the explanatory notes thereto.

Ms. Crane explained that the voting would happen electronically, unless votes had been provided by proxy in advance, and gave a brief explanation on how to cast a vote and how the closure of voting would be notified in advance.

The Chairman then advised the meeting that a total of 49,477,705 shares in the capital of the Company were outstanding on the record date of the AGM, being 15 April 2026, including 2,140,180 ordinary shares held by the Company in its own capital. Each ordinary share (other than the ordinary shares held by the Company) carried one vote. Therefore, the total number of votes exercisable was 47,337,525 votes and that shareholders representing 40,544,205 shares were present, as either attendees to the hybrid meeting or by proxy, representing 85.65% of the issued capital of the Company on the record date for the AGM.

The Chairman stated that for each of the resolutions to be passed at the AGM, more than half of the votes cast must be in favour of the resolution. He announced that the voting was now open and invited Dr Cordt to outline the agenda items.

The first item on the agenda was the consideration of the Annual Report of the Directors and the auditor's statement for the financial year 2025. This agenda item was for discussion and was not an item to be voted on. Stefan Borgas was invited to give a presentation in respect of this item.

Mr. Borgas began with a summary of the Company's investment case, noting that it is a global leader in a highly fragmented market.

Mr. Borgas then presented the financial highlights for the full year 2025, noting that the year had been very difficult, referring to a shrinking market. He noted that, however, revenue had remained fairly stable, leading to a stable dividend.

He highlighted that global industry dynamics were now shaped less by demand growth and more by how and where excess capacity was deployed.

Mr. Borgas then moved on to the steel business overview, noting that the steel production worldwide had continued to decline. Regarding the industrial market, the number of industrial projects reached an historic low in 2025. However, he noted that the Company will develop its business model firstly by pursuing a sustainability agenda, with CO2 emissions targets being met. He explained that this was due to two factors, these being the improvement of the recycling rate and a focus on technology.

Dr. Cordt thanked Mr. Borgas for the presentation and invited Antoine Westerman to give a presentation.

Mr. Westerman presented his report. He outlined the assurance process of the 2026 group audit conducted under his direct supervision as the lead partner who signed the auditor's report of both the financial statements and the assurance report on the sustainability statements of the Company for the year 2025.

He noted that as independent auditors of the Company, both reports, dated 1 March 2026, were issued as unqualified. He advised that the Financial Statements provided a true and fair view, and that they had not found material misstatements in the sustainability statements.

He referred to the auditor's report, where the three key matters, being the valuation of goodwill, the Resco accounting and the change in operating segments/Cash Generating Units (CGUs), were outlined in detail.

Mr. Westerman then moved on to the limited assurance provided on the sustainability statements in the annual report. He noted that as this was the second year of CSRD, the Company's processes were more mature and better organised.

He then thanked the Company and its shareholders for their courtesy and assistance throughout the years that PwC had been engaged to serve as the Company's auditor and handed back to Dr. Cordt.

Dr Cordt thanked Mr. Westerman and PwC for their service to the Company for the past nine years, stating that KPMG had been proposed to the meeting to act as external auditor for the financial year 2026. He then moved to agenda item 2.

The second agenda item was also for discussion only and concerned the explanation of the policy on additions to reserves and dividends. Ian Botha was invited to provide an explanation of the policy.

Mr. Botha explained that the Company's articles of association stipulated a mandatory reserve of €289 million, which was created in connection with the merger of RHI and Magnesita and advised that this mandatory reserve, together with cash flow hedge adjustments and foreign currency translation adjustments, represent legal reserves. No dividend or other distribution could be made out of legal reserves. On 31 December 2025, the Company's distributable

reserves, excluding the legal reserves, were €857 million. There had been no changes made to the Reserves policy.

He advised that, following the resilient performance and cash generation of the business in 2025, the Board had recommended a final dividend of €1.20 per share, or €85 million in aggregate, to the shareholders for approval, with the details of payment outlined in the AGM Notice. He further stated that, the final dividend would be payable on 11 June 2026 to shareholders on the register at the close of trading on 29 May 2026, subject to approval at this AGM. He noted that, together with the interim dividend of €0.60 per share declared on 30 July 2025, this represented a full year dividend of €1.80 per share in respect of the 2025 financial year, with a dividend cover of 2.3 times adjusted earnings per share.

Dr Cordt thanked Mr. Botha for the explanation.

The first voting item was the proposal to adopt the annual accounts of the Company for the financial year ended 31 December 2025, which had been made available as part of the publication of the AGM documents on 26 March 2026 on the Company's website and at the Company's offices at Kranichberggasse 6, 1120 Vienna, Austria.

Agenda item 4 was the declaration of a final dividend of €1.20 per share for the financial year ended 31 December 2025 and was submitted as a proposal to the AGM.

Agenda item 5 was the proposal to the AGM to release the Directors from liability for the exercise of their respective duties during the financial year ended 31 December 2025.

It was noted that, in accordance with the Company's articles of association, Stefan Borgas, as Executive Director and CEO, and Ian Botha, as Executive Director and CFO, retired and offered themselves for re-election at the nomination of the Board, being also in line with the UK Corporate Governance Code. Dr. Cordt advised that biographical and other relevant details of each of the Executive Directors standing for re-election were contained in the notice to the AGM. He noted that the Board confirmed that the Executive Directors standing for re-election continued to perform effectively and demonstrate commitment to their roles.

The separate proposals to re-elect Stefan Borgas as Executive Director and CEO, and to re-elect Ian Botha as Executive Director and CFO were submitted to the AGM.

‌Dr. Cordt informed the persons present at the AGM that, in accordance with the Company's articles of association and in accordance with the provisions of the UK Corporate

Governance Code, the following (a-k) persons retired and offered themselves for re-election at the nomination of the Board:

1. Herbert Cordt, as Non-Executive Director and Chairman.

2. John Ramsay as Non-Executive Director, Senior Independent Director and Deputy Chairman.

3. Janet Ashdown as Non-Executive Director.

4. David Schlaff as Non-Executive Director.

5. Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg as Non-Executive Director.

6. Janice Brown as Non-Executive Director.

7. Karl Sevelda as Non-Executive Director.

8. Marie-Hélène Ametsreiter as Non-Executive Director.

9. Wolfgang Ruttenstorfer as Non-Executive Director.

10. Anna Katarina Lindström as Non-Executive Director.

11. Franz-Ferdinand Buerstedde as Non-Executive Director.

‌He noted that biographical and other relevant details of each of the Non-Executive Directors standing for re-election were outlined in the notice to the AGM. It was noted that the Board had confirmed that all Non-Executive Directors standing for re-election continued to perform effectively and demonstrate commitment to their roles.

‌The separate proposals to re-elect each of the Non-Executive Directors in their roles as mentioned were submitted to the AGM. It was confirmed that although the proposals under items 6 and 7 had been collectively summarised, shareholders should vote on the separate proposals to re-elect the individual Directors.

‌Agenda item 8 was the appointment of KPMG Accountants N.V. as the Company's external auditor for the financial year 2026. The tender process was noted to be outlined in the Notice of the AGM and the proposal was submitted to the AGM accordingly.

Dr Cordt explained that agenda item 9 was the proposal to approve, as an advisory vote, the Directors' remuneration report (excluding the Directors' remuneration policy) for the period ended 31 December 2025.

He noted that the vote was proposed as an advisory vote for Dutch law purposes and was in alignment with listed company governance in the UK and that the annual report on remuneration was included in the Company's 2025 Annual report. It was noted that this non-binding resolution would not reflect the actual remuneration paid to an individual director. The resolution was proposed to the AGM.

Agenda item 10 was the resolution to establish the proposed remuneration of the Non-Executive Directors which was submitted to the AGM. The precise details were noted to be outlined in the explanatory notes to the Notice of the AGM. The proposal was submitted to the AGM accordingly.

The meeting considered that the remaining agenda items related to share capital authorisations and if granted, the authorisations in agenda items 11 to 13 would remain valid until the end of the next annual general meeting of the Company or the date which falls 15 months from the date of the AGM, whichever was the earlier. The proposal was submitted to the AGM accordingly.

Dr Cordt explained that agenda item 11 was proposed to irrevocably authorise the Board to resolve to issue shares or grant rights to acquire shares, with the full text of the proposed resolution set out in the Notice of the AGM. The proposal was submitted to the AGM accordingly.

Dr Cordt explained that agenda item 12 was proposed to irrevocably authorise the Board to resolve to limit or exclude pre-emptive rights if shares were issued or rights were granted pursuant to the authority given by resolution 11. The full text of the proposed resolution was noted to be set out in the Notice of the AGM. The proposal was submitted to the AGM accordingly.

Dr Cordt explained that agenda item 13 was proposed to irrevocably authorise the Board to resolve to limit or exclude pre-emptive if shares were issued or rights were granted pursuant to the authority given by Resolution 11, only in connection with an acquisition or specified capital investment.

The proposal was submitted to the AGM accordingly.

The proposal to irrevocably authorise the Board to acquire shares in the Company or depositary receipts of such shares (including depositary interests), up to a maximum of 10% of the Company's issued capital at the date of acquisition was submitted to the AGM. The full text of the proposed resolution was noted to be as set out in the AGM notice.

Dr Cordt explained that agenda item 15 proposed to cancel any or all shares or depositary receipts of such shares held in treasury by the Company on 13 May 2026, or to be acquired by the Company under the authorisation referred to under Resolution 14, resulting in a reduction of the Company's issued shares. As set out in the resolution, any cancellation made under this authorisation would be made in accordance with the Dutch Civil Code. The full text of the proposed resolution had been set out in the Notice of the AGM.

Dr Cordt advised that the resolutions had all been recited and before the Chairman closed the voting, the Board would take any questions submitted in the course of the meeting. He noted that there had been no questions submitted either during or in advance of the meeting.

In due course, the Chairman advised that voting had closed with the votes registered. The voting results of each resolution were presented to the AGM and the Chairman summarised the votes in favour as follows:

The Chairman confirmed that all resolutions had been adopted and that the voting results would be published on the website, by means of an RNS, shortly after the meeting.

The Chairman then handed over to Dr Cordt, who thanked the Directors, all shareholders and other persons present for attending the AGM and the staff of Computershare for their assistance with the AGM.

He also thanked the representatives from Allen Overy Shearman LLP for attending the AGM, the Secretary for the arrangements made in regard to the AGM and finally thanked Antoine Westerman and the team from PwC Accountants N.V. for their service to the Company for the last nine years.

The Chairman then declared the AGM closed.

‌…………………………………….. M Garzon, Chairman‌

‌……………………………………. J Crane, Secretary‌