Rhi Magnesita NvLSE: RHIM

Form of Instruction

· Issued by Rhi Magnesita Nv
RHI Magnesita N.V.

All Correspondence to: The office of the Depositary Computershare Investor Services PLC The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

Holder Reference Number Form of Instruction - Annual General Meeting ("AGM") of RHI Magnesita N.V. (the "Company") to be held on 13 May 2026 To view the Notice of Annual General Meeting online visit: https://ir.rhimagnesita.com/

To be effective, all forms of instruction must be lodged at the office of the Depositary at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 5 May 2026 at 2.00 pm (CET)

Explanatory Notes:
  1. Please indicate, by placing ''X'' in the appropriate space overleaf, how you wish your votes to be cast in respect of each of the Resolutions. If this form is duly signed and returned, but without specific direction as to how you wish your votes to be cast, the form will be rejected.

  2. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular Resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a Resolution.

  3. To give an instruction via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 2.00 pm (CET) on 5 May 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid an appointment sent by CREST in the circumstances set out in Regulation 35(5)

    (a) of the Uncertificated Securities Regulations 2001.

  4. Any alterations made in this form should be initialled.

  5. The completion and return of this form will not preclude a member from attending and participating in the meeting electronically. Should the Depositary Interest holder, or a representative of that Depositary Interest holder, wish to attend the AGM, they must notify the Depositary in writing or by email to ! UKALLDITeam2@computershare.co.uk by 2.00 pm (CET) on 5 May 2026. On receipt the Depositary will issue by email an Attendance Card, including details of how to access the meeting electronically.

  6. Entitlement to attend and instruct the Custodian "Citibank Europe PLC" to vote at the AGM and the number of votes which may be cast thereat will be determined by reference to the Depositary Interest Register at 6.00 pm (CET) on 15 April 2026. Changes to entries on the Depositary Interest Register after that time shall be disregarded in determining the rights of any person to attend and give an instruction to vote at the AGM.

  7. Should you require a printed copy of the Notice of Meeting, please contact the Depositary in writing, alternatively ring +44 (0) 370 702 0000, on or before 15 April 2026 to facilitate timely delivery.

    Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. Computershare Investor Services PLC (the "Depositary") and the Custodian accept no liability for any instruction that does not comply with these conditions.



    198162_253309_RUN_ONS/000001/000001/SG601//i

    Form of Instruction

    Please use a black pen. Mark with an X inside the box as shown in this example.

    I/We hereby instruct the Custodian "Citibank Europe PLC" to vote on my/our behalf at the Annual General Meeting ("AGM") of RHI Magnesita N.V (the "Company") to be held

    via webcast and at Apollo Hotel Amsterdam, Apollolaan 2, 1077 BA Amsterdam, the Netherlands on 13 May 2026 at 2.00 pm (CET), and at any adjournment thereof.

    Vote

    Ordinary Resolutions For Against Withheld

    1. To adopt the annual accounts for the financial year ended 31 December 2025.

      07h. To re-elect M-H. Ametsreiter as Non-Executive Director.

      Vote For Against Withheld

    2. To declare a dividend of €1.20 per share for the financial year ended 31 December 2025, resulting in a final dividend of €1.80 per share.

      07i. To re-elect W. Ruttenstorfer as Non-Executive Director.

    3. To release the Directors from liability for the exercise of their respective duties during the financial year 2025.

07j. To re-elect A.K. Lindström as Non-Executive Director.

06a. To re-elect S. Borgas as Executive Director and Chief Executive Officer.

07k. To re-elect F.F. Buerstedde as Non-Executive Director.

06b. To re-elect I. Botha as Executive Director and Chief Financial Officer.

  1. To appoint KPMG Accountants N.V. as the Company's external auditor for the financial year 2026 to audit the financial statements 2026 and to perform a limited assurance engagement on the sustainability statements 2026.

    07a. To re-elect H. Cordt as Non-Executive Director and Chairman.

  2. To approve, as an advisory vote, the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the period ended 31 December 2025.

07b. To re-elect J. Ramsay as Non-Executive Director with the title of Senior Independent Director and Deputy Chairman.

  1. To establish the proposed remuneration of the Non-Executive Directors.

    07c. To re-elect J.E. Ashdown as Non-Executive Director.

  2. To irrevocably authorise the Board to resolve to issue ordinary shares or grant rights to acquire ordinary shares, as detailed in the Notice of AGM.

    07d. To re-elect D.A. Schlaff as Non-Executive Director.

  3. Subject to the passing of Resolution 11 above, to irrevocably authorise the Board to resolve to limit or exclude pre-emptive rights in respect of any issue of ordinary shares or granting of rights to acquire ordinary shares, as detailed in the Notice of AGM.

    07e. To re-elect S.O.L.B Prinz zu Sayn-Wittgenstein-Berleburg as Non-Executive Director.

  4. Subject to the passing of Resolution 11 above, to irrevocably authorise the Board to resolve to limit or exclude pre-emptive rights in respect of any issue of ordinary shares or granting of rights to acquire ordinary shares, as detailed in the Notice of AGM.

    07f. To re-elect J. M. Brown as Non-Executive Director.

  5. To irrevocably authorise the Board to acquire shares in the Company or depositary receipts of such shares, as detailed in the Notice of AGM.

    07g. To re-elect K. Sevelda as Non-Executive Director.

  6. To propose 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 resulting in a reduction of the Company's issued shares, as detailed in the Notice of AGM.

Signature Date

In the case of joint Depositary Interest holders, only one holder need sign. In the case of a corporation, the Form of Instruction must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

H 9 7 7 1 8 R H I