Rhi Magnesita NvLSE: RHIM

Form of Proxy (fop)

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

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

Form of Proxy - 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 proxy appointments must be lodged at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 6 May 2026 at 2.00 pm (CET).

Explanatory Notes:
  1. Every shareholder has the right to appoint some other person(s) of their choice who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the AGM. If you wish to appoint a person other than Ms J.J.C.A. Leemrijse, civil law notary in Amsterdam, the Netherlands, of Allen Overy Shearman Sterling LLP, Amsterdam office or her substitute, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which the proxy holder is authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his/her discretion as to whether, and if so how, he/she votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his/ her discretion as to whether, and if so how, he/she votes).

  2. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the helpline on +44 (0) 370 702 0000 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which the proxy holder is authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. Alternatively email copies to !UKALLDITeam2@computershare.co.uk with original to follow.

  3. The 'Vote Abstain' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Abstain' shall be deemed to have not been cast and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

  4. Entitlement to attend and vote at the AGM and the number of votes which may be cast thereat will be determined by reference to the register of shareholders of the Company as at 6.00pm (CET) on 15 April 2026. Changes to entries on the register of shareholders after that time shall be disregarded in determining the rights of any person to attend and participate at the AGM electronically.

  5. The above is how your address appears on the register of shareholders. If this information is incorrect please ring the helpline on +44 (0) 370 702 0000 to request a change of address form.

  6. Any alterations made to this form should be initialled.

  7. Should you require a printed copy of the Notice of Meeting, please contact the Computershare Investor Services PLC 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. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.



    198162_253308_RUN_ONS/000001/000001/SG601//i

    Form of Proxy

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

    I/We hereby appoint Ms J.J.C.A. Leemrijse, civil law notary in Amsterdam, the Netherlands, of Allen Overy Shearman Sterling LLP, Amsterdam office or her substitute OR the following person

    *

Please leave this box blank if you have selected Ms J.J.C.A. Leemrijse, civil law notary in Amsterdam, the Netherlands, of Allen Overy Shearman Sterling LLP, Amsterdam office, or her substitute. Do not insert your own name(s).

as my/our proxy to attend, speak and 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.

I/we would like my/our proxy to vote on the resolutions proposed at the AGM as indicated on this form. If the form does not indicate the direction of the vote in respect of one or more agenda items, the proxy will abstain from voting in relation to such agenda items.

Signature Date

In the case of a corporation, this proxy 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).

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