Notice of Meeting (rhi100464 notice of meeting dr04c final)

If you are in any doubt as to any aspect of the proposals referred to in the document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant

or other independent professional adviser. If you have sold or otherwise transferred all of your shares, please pass this document and any accompanying documents (except for any personalised forms) to the purchaser or transferee, or to the person who arranged the sale or transfer, so that they can pass them

to the person who now holds the shares.

RHI Magnesita N.V.

(incorporated under the laws of the Netherlands)

Notice of the 2026 Annual General Meeting of the Company

to be held as a hybrid meeting via webcast and at the Apollo Hotel Amsterdam, Apollolaan 2, 1077 BA Amsterdam, the Netherlands, on 13 May 2026 at 14:00 (CET) is set out on page 2 of this document.

Notice of Annual General Meeting

Letter to shareholders/ Depositary Interest Holders

RHI Magnesita N.V., a public company incorporated under the laws of the Netherlands (naamloze vennootschap), having its official seat (statutaire zetel) in Arnhem, the Netherlands, and its office

at Kranichberggasse 6, 1120 Vienna, Austria, registered with the Dutch Trade Register under number 68991665 (the "Company") and listed on the London Stock Exchange, with a secondary listing on the Wiener Börse.

26 March 2026

To the holders of Company Shares and Depositary Interests (jointly referred hereinafter in Part I as "shareholders")

Dear Shareholder,

I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which we are holding as a hybrid meeting on

13 May 2026 at 14:00 (CET) (13:00 BST) via webcast and at the Apollo Hotel Amsterdam, Apollolaan 2, 1077 BA Amsterdam, the Netherlands.

We have found that our AGMs since 2020 have been very successful as virtual meetings, enabling greater participation than in previous years and maintaining a direct channel between the Board and our shareholders. Therefore RHI Magnesita is enabling, and indeed recommending that, shareholders attend, vote, and participate virtually again for our 2026 AGM. Directors will join the webcast AGM from their respective locations. Further details on how to participate and vote at the AGM can be found on pages 8 to 10 of this document under "Notes and instructions for participation and voting at the AGM."

We would be delighted to receive your questions as they relate

to any of the resolutions on the agenda to our Company Secretary at companysecretary@rhimagnesita.com. Please submit these questions in English by no later than 14.00 CET on 11 May 2026.

We are pleased to propose the appointment of KPMG Accountants

N.V. as external auditor to the Company. They were selected following a comprehensive tender process, in line with the EU Audit Regulation (2016) and the FRC minimum standard for audit committees. KPMG Accountants N.V.'s appointment is as auditor to the Company in respect of the financial year ending

31 December 2026.

We are pleased to propose a final dividend of €1.20 per share for the financial year ended 31 December 2025. If the recommended final dividend is declared at the AGM, the shares will be quoted

ex-dividend on 28 May 2026. The record date for the dividend will be 29 May 2026. The dividend will be payable on 11 June 2026.

The formal notice of AGM is set out in Part II on pages 2 to 3 of this document. An explanation of the business to be considered at this year's AGM appears in Part III on pages 4 to 10 of this document.

The Directors consider that all the resolutions to be put

to the meeting are in the best interests of the Company and its shareholders as a whole, and your Board unanimously recommends that you vote in favour of them.

Yours sincerely,

Herbert Cordt,

Chair of the Board

Notice of Annual General Meeting

Notice is hereby given that the ninth Annual General Meeting of RHI Magnesita N.V. will be held as a hybrid meeting via webcast and at the Apollo Hotel Amsterdam, Apollolaan 12, 1077 BA Amsterdam, the Netherlands, on 13 May 2026 at 14:00 (CET) for the following purposes:

1. To consider the annual report of the Directors and the external auditors' statement for the financial year ended 31 December 2025 (discussion).

2. To explain the policy on additions to reserves and dividends (discussion).

3. To adopt the annual accounts for the financial year ended 31 December 2025 (voting).

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

5. To release the Directors from liability for the exercise of their respective duties during the financial year 2025 (voting).

6. a. To re-elect S. Borgas as Executive Director and Chief Executive Officer (voting).

   1. To re-elect I. Botha as Executive Director and Chief Financial Officer (voting).

7. a. To re-elect H. Cordt as Non-Executive Director and Chair (voting).

   1. To re-elect J. Ramsay as Non-Executive Director with the title of Deputy Chair and Senior Independent Director (voting).

   2. To re-elect J.E. Ashdown as Non-Executive Director (voting).

   3. To re-elect D.A. Schlaff as Non-Executive Director (voting).

   4. To re-elect S.O.L.B Prinz zu Sayn-Wittgenstein-Berleburg as Non-Executive Director (voting).

   5. To re-elect J. M. Brown as Non-Executive Director (voting).

   6. To re-elect K. Sevelda as Non-Executive Director (voting).

   7. To re-elect M-H. Ametsreiter as Non-Executive Director (voting).

   8. To re-elect W. Ruttenstorfer as Non-Executive Director (voting).

   9. To re-elect A.K. Lindström as Non-Executive Director (voting).

   10. To re-elect F.F. Buerstedde as Non-Executive Director (voting).

8. 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 (voting).

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

10. To establish the proposed remuneration of the Non-Executive Directors (voting).

11. To irrevocably authorise the Board until the end of the next Annual General Meeting or the date that falls 15 months from the date of this Annual General Meeting, whichever is the earlier, to resolve to issue ordinary shares or grant rights to acquire ordinary shares:

    1. up to an aggregate nominal amount of €15,738,196; and

    2. up to a further nominal amount of €15,738,196 in connection with a pre-emptive offer;

    in each case so that the Company may, before the expiry of such authority, make offers and enter into agreements that would, or might, require shares to be issued after the authority given by this resolution has expired (voting).

    For the purposes of this Resolution:

    1. "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Board to:

       1. holders (other than the Company) on the register

          on a record date, fixed by the Board, of ordinary shares in proportion to their existing holdings; and

       2. other persons so entitled by virtue of the rights attaching to any other equity securities held by them,

          but subject in both cases to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, record dates or legal, regulatory, or practical problems in, or under the laws of, any territory, and the authorisation of the Board shall include the authority to make such exclusions or limitations for the same period; and

    2. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

12. Subject to the passing of Resolution 11 above, to irrevocably authorise the Board until the end of the next Annual General Meeting or the date that falls 15 months from the date of this Annual General Meeting, whichever is the earlier, but in each case to resolve to limit or exclude statutory pre-emptive rights in respect of any issue of ordinary shares or granting of rights to acquire ordinary shares, pursuant to the authority given

    by Resolution 11 above, such authority to be limited to:

    1. allotments in connection with a pre-emptive offer; and

    2. otherwise than in connection with a pre-emptive offer, allotments up to an aggregate nominal amount of

       €4,721,459; and

    3. otherwise than under paragraphs (i) and (ii) above, allotments up to an aggregate nominal amount equal to 20% of any allotment made from time to time under paragraph (ii) above, such authority to be used only for

    the purposes of making a follow-on offer which the Board determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the

    Pre-Emption Group prior to the date of this notice, in each case so that the Company may, before the expiry of such authority, make offers and enter into agreements which would, or might, require shares to be issued after the authority given by this resolution has expired (voting).

    For the purposes of this Resolution:

    1. "pre-emptive offer" has the same meaning as in Resolution 11 above;

    2. references to an issue of ordinary shares shall include a sale of treasury shares; and

    3. the nominal amount of any shares shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be issued pursuant to such rights.

13. Subject to the passing of Resolution 11 above, and in addition to any authority granted under Resolution 12 above, to irrevocably authorise the Board until the end of the next Annual General Meeting or the date that falls 15 months from the date of this Annual General Meeting, whichever is the earlier, to resolve to limit or exclude statutory pre-emptive rights in respect of any issue of ordinary shares or granting of rights to acquire ordinary shares pursuant to the authority given by Resolution 11 above, such authority to be limited to:

    1. allotments up to an aggregate nominal amount of

       €4,721,459 such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction),

       a transaction which the Board determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the

       Pre-Emption Group prior to the date of this notice; and

    2. otherwise than under paragraph (i) above, allotments of up to an aggregate nominal amount equal to 20% of any

    allotment of equity securities or sale of treasury shares from time to time under paragraph (i) above, such authority to be used only for the purposes of making a follow-on offer that the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

    in each case so that the Company may, before the expiry of such authority, make offers and enter into agreements that would, or might, require equity securities to be allotted after the authority given by this resolution has expired (voting).

    For the purposes of this Resolution, references to an issue of ordinary shares shall include a sale of treasury shares.

14. To irrevocably authorise the Board to acquire shares in the Company or depositary receipts of such shares (including depositary interests) by way of transfer pursuant to a transfer deed, electronic settlement or such other way as deemed appropriate by the Board at its discretion, subject to the following conditions:

    1. the authorisation to acquire shares or depositary receipts of such shares (including depositary interests) is limited to a maximum of 10% of the issued share capital of the Company at the date of acquisition; and

    2. the shares may be acquired at the stock exchange or otherwise, at a price between par value and 5% above the average market price at the London Stock Exchange for the five business days prior to the date of the acquisition.

    The authority conferred by this resolution shall expire at the earlier of, the conclusion of next year's Annual General Meeting, or the date that falls 15 months from this Annual General Meeting, save that the Company may before such expiry enter into any contract under which a purchase of

    ordinary shares or depositary receipts of such shares (including depositary interests) may be completed or executed wholly

    or partly after such expiry and the Company may purchase ordinary shares or depositary receipts of such shares (including depositary interests) in pursuance of such contract as if the authority conferred hereby had not expired (voting).

15. To propose to the Annual General Meeting to cancel any

or all shares or depositary receipts of such shares (including depositary interests) 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. The cancellation may be executed in one or more tranches. The number of shares or depositary receipts of such shares (including depositary interests) that will be cancelled (whether or not in several tranches) shall be determined by the Board, with a

maximum of the number of shares or depositary receipts held by the Company on 13 May 2026, plus the number of shares

or depositary receipts that may be acquired in accordance with the authorisation referred to under Resolution 14, subject to the following conditions:

1. pursuant to the relevant statutory provisions, for each tranche cancellation may not be effected earlier than two months after a resolution to cancel shares or depositary receipts is adopted and publicly announced; and

2. the purpose of this proposal is cancellation of shares or depositary receipts held by the Company, or those that will be acquired in accordance with the authorisation referred to under Resolution 14, to the extent that such shares or depositary receipts shall not be used to cover obligations under share-based remuneration or other obligations (voting).

BY ORDER OF THE BOARD

Julia Crane

Company Secretary 26 March 2026

RHI Magnesita N.V. Kranichberggasse 6,

1120 Vienna, Austria

Explanatory Notes to the Voting Resolutions

The following pages give an explanation of the proposed resolutions.

For each of the Resolutions to be passed, more than half of the votes cast must be in favour of the resolution, provided that if less than 50% of the issued and outstanding capital is represented, Resolutions 12 and 13 can only be adopted by a majority of at least two-thirds of the votes cast. If 50% or more of the issued and outstanding capital is represented, a simple majority is sufficient to adopt Resolutions 12 and 13.

The Board has determined which part of the profits will be added to the reserves of the Company. The part of the profits of the Company remaining after the appropriation to the reserves is at the disposal of the General Meeting. The Board proposes, in accordance with Article 27.2 of the Articles of Association and within the scope of the Company's dividend policy and policy on additions to reserves, as will be discussed under agenda item 2, that a dividend of €1.80 per share shall be declared to the shareholders over the financial year 2025. Taking into account the interim dividend amounting to €0.60 per share paid in cash on 25 September 2025, a final dividend will therefore be distributed in the amount of

€1.20 per share and will be processed and paid on 11 June 2026.

In accordance with the Company's Articles of Association,

the following persons retire and offer themselves for re-election at the nomination of the Board:

1. S. Borgas as Executive Director and CEO (re-election)

2. I. Botha as Executive Director and CFO (re-election)

The proposed re-elections will be put to vote as separate voting items.

Biographical details in support of each Executive Director's re-election are provided below and are also contained in the Company's 2025 Annual Report and Accounts available

at https://ir.rhimagnesita.com.

Stefan Borgas - CEO Appointment date: June 2017 Nationality: German

Age: 61

Stefan's career has focused on business transformations, with

a track record of leading positive change in the process industries from chemicals, plastics and biotech to mining, minerals and fertilisers. He continues to drive for change in the refractory industry as CEO of RHI Magnesita with his charismatic leadership that motivates and challenges his management team to perform to their utmost. His broad experience worldwide brings extensive knowledge in business management in an environment of constant change, while empowering people to achieve exceptional, sustainable results.

Current external appointments: Afyren SAS (Chairman) and borgas advisory GmbH (owner).

Ian Botha - CFO

Appointment date: June 2019 Nationality: South African/British Age: 54

Ian has extensive financial and commercial leadership experience with multinational mining, metals and industrial businesses.

He has a track record of driving financial and business performance improvement and broad experience in strategy, M&A, investor relations and governance. Ian enjoyed a successful career with FTSE listed Anglo American plc for over 20 years, including

as Finance Director of Anglo American Platinum. Current external appointments: none.

The Board has confirmed that each of the Executive Directors standing for re-election continue to perform effectively and demonstrate commitment to their roles.

In accordance with the Company's Articles of Association,

the following persons retire and offer themselves for re-election at the nomination of the Board:

1. H. Cordt as Non-Executive Director and Chair.

2. J. Ramsay as Non-Executive Director with the title of Deputy Chair and Senior Independent Director.

3. J.E. Ashdown as Non-Executive Director.

4. D.A. Schlaff as Non-Executive Director.

5. S.O.L.B Prinz zu Sayn-Wittgenstein-Berleburg as Non-Executive Director.

6. J.M. Brown as Non-Executive Director.

7. K. Sevelda as Non-Executive Director.

8. M-H. Ametsreiter as Non-Executive Director.

9. W. Ruttenstorfer as Non-Executive Director.

10. A.K. Lindström as Non-Executive Director.

11. F.F. Buerstedde as Non-Executive Director.

The proposed re-elections will be put to vote as separate voting items.

Biographical details in support of each Non-Executive Director's re-election are provided below and are also contained in the Company's 2025 Annual Report and Accounts available on

RHI Magnesita's website (https://www.rhimagnesita.com). The Board has confirmed that each of the Non-Executive Directors standing for re-election continues to perform effectively and demonstrate commitment to their role. Further information on Board independence can be found on page 186 of the 2025 Annual Report and Accounts.

Herbert Cordt - Chair and Non-Independent Non-Executive Director

Appointment date: June 2017 Nationality: Austrian

Age: 79

Shareholdings in RHI Magnesita: 350,000 Ordinary Shares

Herbert brings a wealth of experience to his role as Chair, including corporate financing, international business and industrial company management. He is well-versed and attentive to matters of

geo-politics and their impact on a global business, ensuring that RHI Magnesita is prepared and alert to the risks and opportunities which arise. He was initially appointed as Vice-Chairman of the Supervisory Board of RHI AG in 2007, going on to be Chairman from 2010.

Current external appointments: Watermill Group Boston (Adviser), Cooper & Turner Group (Advisory Board Member) and CORDT & PARTNER Management und Finanzierungsconsulting GesmbH (Managing Partner).

John Ramsay - Deputy Chair, Senior Independent Director and Chair of the Audit & Compliance Committee Appointment date: October 2017

Nationality: British Age: 68

Shareholdings in RHI Magnesita: 4,890 Ordinary Shares

John is an experienced non-executive in listed companies, bringing to the Board his knowledge and awareness of shareholder interests and market practice. He has held senior financial executive roles across the world and his knowledge in accounting and finance provides valuable practical experience to help management navigate the risks and analyse business performance effectively.

Current external appointments: DSM-Firmenich AG

(Non-Executive Director), DSM BV (Supervisory Board Member) and Babcock International plc (Non-Executive Director).

Janet Ashdown - Chair of the Remuneration Committee, Chair of the Corporate Sustainability Committee and Independent Non-Executive Director

Appointment date: June 2019 Nationality: British

Age: 66

Shareholdings in RHI Magnesita: 0

Janet's distinguished career in the energy sector has provided her with significant skills across a business' value chain, in general

management, and in environmental and sustainability matters. Her training as an engineer allows her to fully appreciate the challenges of operating an industrial business. Janet also has a wide range of board and committee experience as a non-executive director in both public bodies and listed entities, and has over ten years' experience of chairing remuneration committees.

Current external appointments: Synthomer plc (Non-Executive Director, Chair-elect of Remuneration), Victrex plc (Non-Executive Director, Chair of Remuneration Committee) and Stolt-Nielsen Limited (Non-Executive Director).

David Schlaff - Non-Independent Non-Executive Director

Appointment date: October 2017 Nationality: Austrian

Age: 47

Shareholdings in RHI Magnesita: 0

David has key management and supervisory experience in international financial and industrial institutions. He brings a full appreciation of the Group's stakeholders to the Board and is keen to ensure that the Group meets its social responsibilities. A longstanding board member (he was a member of the Supervisory Board at RHI AG from 2010), he has a deep understanding of the refractory industry, its customers and market participants, and consequently the operations of RHI Magnesita.

Current external appointments: M-Tel Holding GmbH (Chief Investment Officer and Joint Managing Director).

Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg -Non-Independent Non-Executive Director Appointment date: October 2017

Nationality: German

Age: 60

Shareholdings in RHI Magnesita: 3,160,183 Ordinary Shares

Stanislaus has deployed industrial knowledge, combined with financial detail, throughout his career, and with his experience

as a senior executive in the energy industry, has brought first-hand understanding of sustainability matters in an industrial setting

as well as process design experience in the context of large IT projects. Outside of RHI Magnesita, he focuses on private equity work in a German mid-cap environment and also engages in

a broad range of asset management activities in a family office environment. He was a member of the Supervisory Board at RHI AG from 2001, and a member of its Audit Committee from 2007.

Current external appointments: STUV Holding GmbH (CEO) and STUV Beteiligungs, GmbH (CEO).

Janice "Jann" Brown - Independent Non-Executive Director

Appointment date: June 2021 Nationality: British

Age: 70

Shareholdings in RHI Magnesita: 0

Jann is an experienced financial professional who has primarily focused her career in the energy sector but also in engineering services, manufacturing and investment management.

As a result of these roles, Jann has extensive international business experience, particularly in India and the Middle East. Her listed company board experience, both as an executive and a non-executive, brings an awareness of the importance of governance, culture and strong ethics.

Current external appointments: BlueNord ASA (Non-Executive Director), ICAS Foundation (Trustee).

Karl Sevelda - Independent Non-Executive Director

Appointment date: October 2017 Nationality: Austrian

Age: 76

Shareholdings in RHI Magnesita: 2,000

Karl progressed to CEO of Raiffeisen Bank International AG after being Deputy CEO and undertaking management roles in the Raiffeisen Bank where he was responsible for corporate customers and corporate, trade and export finance worldwide. Prior to this, he held several senior management positions in Creditanstalt-Bankverein, where he focused on corporate and export finance. Additionally, he has held the position of Secretary to the Federal Minister for Trade and Industry of Austria.

Current external appointments: Liechtensteinische Landesbank AG (Non-Executive Director), and Custos Privatstiftung (Chair).

Marie-Hélène Ametsreiter - Independent Non-Executive Director

Appointment date: June 2021 Nationality: Austrian

Age: 56

Shareholdings in RHI Magnesita: 0

Marie-Hélène has extensive skills and experience in sustainability, digitisation and automation, particularly across Europe's industrial sector, supporting key areas of RHI Magnesita's strategy. Through her role in venture capital, she brings knowledge on the latest trends in climate and industrial technology, as well as of how

to create high-functioning, innovating teams.

Current external appointments: Greyparrot.ai Ltd (Non-Executive Director), Speedinvest Deutschland GmbH (Managing Director) and Erste Bank der österreichischen Sparkassen AG ( Supervisory Board member).

Wolfgang Ruttenstorfer - Independent Non-Executive Director1

Appointment date: June 2017 Nationality: Austrian

Age: 75

Shareholdings in RHI Magnesita: 0

Wolfgang started his professional career in oil and gas at OMV, where he became CEO and then Chairman of the Management Board. He has held numerous supervisory board roles, including as Chairman, in industries such as telecommunications, real estate, healthcare and insurance. Wolfgang also served as Secretary of State in the Austrian Federal Ministry of Finance. His varied career brings a wide range of strategic and business management experience. Wolfgang was a member of the Supervisory Board of RHI AG from 2012 to 2017.

Current external appointments: Erne Group GmbH (Supervisory Board member).

Anna Katarina Lindström - Independent-Non-Executive Director

Appointment date: May 2024 Nationality: Swedish

Age: 60

Shareholdings in RHI Magnesita: 0

Katarina has a broad global industrial experience at executive level, with foundations in operations and, over her extensive international career, has led the transformation of operations and the value-chain at executive and board level, always structuring organisations in a lean and efficient manner. She relishes pragmatic and pro-active problem solving with focus on continuous improvements both structurally and incrementally. She had a long international career at Volvo Group, Munters AB in Sweden and Hempel A/S in Denmark.

Current external appointments: Swedish Royal Engineering Academy (Elected member).

Franz-Ferdinand Buerstedde - Non-Independent-Non-Executive Director

Appointment date: May 2025 Nationality: German

Age: 50

Shareholdings in RHI Magnesita: 0

Franz-Ferdinand joined Rhône Capital in 2004 and became a Managing Director in 2011. During his tenure at Rhône, he has been active in the sourcing, execution, and monitoring of investments in the business services, consumer, energy and general industrial sectors. Funds sponsored by Rhône Capital have indicated a current holding of approximately 24% of the Company's capital. Franz-Ferdinand has no personal holdings in the Company's capital to report. Before joining Rhône, Franz-Ferdinand worked in the mergers and acquisitions department of Citigroup.

Current external appointments: Rhône Group LLC (member of Board of Managers), Rhône Capital LLC (member of Board of Managers), Rexair LLC (Non-Executive Director), Saks Global (Non-Executive Director) and Sweet Oak Holdings LP (Non-Executive Director).

1. Wolfgang Ruttenstorfer is considered Independent under the Dutch Corporate Governance Code and Non-Independent under the criteria of the UK Corporate Governance Code

RHI Magnesita NV's external auditor since 2017. Mandatory firm rotation for public-interest entities is required in the Netherlands after 10 years as per the EU Audit Regulation (2016). Management therefore initiated the tender process in late 2024 by issuing a Request for Proposal (RfP). As per the FRC minimum standard for audit committees the Audit and Compliance Committee led the tender process, supported by management.

The Audit and Compliance Committee considered it important to start with the preparation and selection process in a timely manner, given the limited number of audit firms available. A Selection Committee was established, and invited the other three 'big four' audit firms (other than the existing audit firm who, due to independence reasons, was not eligible to participate) and

three challenger firms to participate in the tender. After receiving proposals from four firms the Selection Committee evaluated these proposals and recommended two audit firms to present to the Audit and Compliance Committee in October 2025.

Following the two presentations, the Audit and Compliance Committee recommended to the Board that KPMG Accountants

N.V. be appointed as external auditor, due to their technical and AI offering, awareness of the refractory industry and cultural fit. The Board approved the recommendation at its November 2025 meeting and proposes to appoint KPMG as RHI Magnesita's external auditor, charging them with the tasks of auditing the

financial statements 2026, as well as the sustainability statements 2026 and to perform a limited assurance engagement on the sustainability statements 2026 in compliance with the requirements of CSRD, provided that the Dutch Corporate Sustainability Reporting Directive Implementation Act takes effect for the financial year 2026.

and is in alignment with listed company governance in the UK. This non-binding resolution will not affect the actual remuneration paid to an individual director.

The Company has stated in its Remuneration Policy that its approach to Non-Executive Directors' remuneration is to provide fees reflecting time commitments and responsibilities of each role to enable recruitment of the right calibre of Non-Executive Directors who can further the interests of the Group through their experience, stewardship and contribution to strategic development of the Group. Fees are reviewed periodically. As in prior years, it is proposed that the fees for the Non-Executive Directors should increase in a similar magnitude to workforce increases, this year being 2%. Following rounding, the fees for annual remuneration are proposed as follows:

1. for the Non-Executive Directors: £86,700 (currently £85,000)

2. for the Chair of the Board Committees: £25,500 (currently

   £25,000)

3. for the members of Audit & Compliance, Corporate Sustainability Committee and Remuneration Committee:

   £10,200 (currently £10,000);

4. for the membership of Nomination & Governance Committee:

   £6,120 (currently £6,000);

5. for the Senior Independent Director and Deputy Chair:

   £122,400 (currently £120,000).

6. for the Chair of the Board the fee is proposed by the Remuneration Committee to increase to £331,500 (currently

£325,000). This fee encompasses all his positions as committee member or committee chair.

Al other fees and reimbursements remain unchanged.

The authorisation in paragraph (i) of Resolution 11 to issue ordinary shares or grant rights to acquire ordinary shares is limited to shares up to a nominal value of €15,738,196, which is equivalent to approximately 33% of the total issued share capital of the Company, exclusive of treasury shares, as at 20 March 2026 (being the latest practicable date prior to the finalisation of this Notice).

At 20 March 2026 (being the latest practicable date prior to the finalisation of this Notice), the Company holds 2,170,134 shares in treasury following the share buybacks which took place in 2019-2021, further details of which can be found in the Annual Report and Accounts 2025 or under the regulatory news section of the Company's website. This represents approximately 4.38% of the total ordinary share capital in issue, exclusive of treasury shares, as at 20 March 2026.

The authorisation in paragraph (ii) of Resolution 11 will allow the Board to issue ordinary shares and grant rights to acquire ordinary shares only in connection with a pre-emptive offer up to a further nominal value of €15,738,196, which is equivalent to approximately 33% of the total issued share capital of the Company, exclusive of treasury shares, as at 20 March 2026 (being the latest practicable date prior to the finalisation of this Notice). This is in line with the Investment Association's Share Capital Management Guidelines issued in February 2023. The Directors may consider using the authority if they believe it would be appropriate in respect of business opportunities that may arise consistent with the Company's strategic objectives.

Pre-emptive offers

Limb (i) of Resolution 12 seeks shareholder approval to issue a limited number of ordinary shares or other equity securities on a pre-emptive basis but subject to such statutory exclusions as the Board may deem appropriate to deal with certain legal, regulatory, or practical difficulties. For example, in a rights issue, there may

be difficulties in relation to the issue of new shares to certain shareholders, particularly those resident in certain

overseas jurisdictions.

Non-pre-emptive offers

In addition, there may be circumstances when the Directors consider it in the best interests of the Company to issue a limited number

of ordinary shares on a non-pre-emptive basis. The Pre-Emption Group's Statement of Principles, published in November 2022 (the "Statement of Principles"), support the annual disapplication of pre-emption rights (i) in respect of issuances of shares where this represents no more than 10% of the issued ordinary share capital, without restriction as to the use of proceeds of those allotments.

Accordingly, the purpose of limb (ii) of Resolution 12 is to authorise the Board to issue ordinary shares or grant rights to acquire ordinary shares, without the shares first being offered to existing shareholders in proportion to their existing holdings. This authorisation is limited to shares up to a nominal value of €4,721,459, which is equivalent to approximately 10% of the issued share capital of the Company, exclusive of treasury shares, as at 20 March 2026 (being the latest practicable date prior to the finalisation of this Notice).

Resolution 12 has been drafted in line with the template resolutions published by the Pre-Emption Group in November 2022.

The Statement of Principles also supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash where these represent no more than an additional 10% of issued ordinary share capital (exclusive of treasury shares) and are used only in connection with an acquisition or specified capital investment. The Statement of Principles defines "specified capital investment" as meaning one or more specific capital investment related uses for the proceeds of an issue of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders

to enable them to reach an assessment of the potential return.

Accordingly, the purpose of Resolution 13 is to authorise the Board to allot new shares and other equity securities under the allotment authority given by Resolution 11, or sell treasury shares, for cash up to a further nominal amount of €4,721,459, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue. This authorisation is limited to

shares up to a nominal value of €4,721,459, which is equivalent to approximately 10% of the issued share capital of the Company

(exclusive of treasury shares) as at 20 March 2026 (being the latest practicable date prior to the finalisation of this Notice). Resolution 13 has been drafted in line with the template resolutions published by the Pre-Emption Group in November 2022.

The authorisations under Resolutions 11, 12 and 13 are intended to give the Board maximum flexibility to respond to market developments, to finance the Company in the most efficient manner and flexibility in the context of mergers, acquisitions, or

strategic alliances and/or to cover obligations under share-based compensation plans. The Board believes that it is in the interests

of shareholders to seek this increased flexibility due to the strength of the current M&A pipeline and the demonstrated stability of the Group's earnings. Furthermore, the Board notes that the notice period for an AGM under Dutch law cannot be less than 42 days and hence it will pursue the maximum flexibility available to it so that opportunities to increase value for shareholders are not lost.

Follow-on offers

The Statement of Principles introduced the concept of "follow-on" offers to help existing and retail investors to participate in equity issues. The purpose of Resolution 12 (limb (iii)) and Resolution 13 (limb (ii)) is to give the Board the flexibility to make a follow-on offer. This wording is in accordance with the template resolutions published by the Pre-Emption Group in November 2022.

The features of follow-on offers, which are set out in the Statement of Principles (in Part 2B, paragraph 3), include an individual monetary cap of not more than £30,000 per ultimate beneficial owner, limits on the number of shares issued in any follow-on offer (not more than 20% of the number issued in the placing), and limits on the price (equal to, or less than, the offer price in the placing). The Board intends to adhere to the provisions in the Statement of Principles for any follow-on offers made,

as far as practicable.

The maximum nominal amount that can be issued in follow-on offers is €1,888,583. This amount is in addition to the amounts authorised for the general use authority and authority for acquisitions and specified capital investments described above, and, in total, is equivalent to 4% of the total issued ordinary share capital of the Company, excluding treasury shares, and 3.82% of the total issued ordinary share capital of the Company, including treasury shares, as at 20 March 2026 (being the latest practicable date prior to the finalisation of this Notice).

The Board confirms that it intends to follow the shareholder protections set out in Section 2B of the Statement of Principles and, for any follow-on offers made, the expected features set out in paragraph 3 of Section 2B of the Statement of Principles, as far as practicable.

The authorisation under Resolution 14 to acquire shares in the Company or depositary receipts of such shares (including

depositary interests) is limited to a maximum of 10% of the issued share capital of the Company at the date of acquisition. The purpose of this proposal is to give the Board the authorisation to reduce the Company's outstanding share capital in order to return capital to the Company's shareholders, and/or to cover obligations under share-based compensation plans or for other purposes.

The proposal is made in accordance with Section 2:98, subsection 4 of the Dutch Civil Code.

Shares may be acquired at the stock exchange or otherwise,

at a price between par value and 5% above the average market price at the London Stock Exchange for the five business days prior to the date of the acquisition.

Over the relevant period, shares may be acquired up to 10% of the issued share capital at the date of acquisition, provided that it is the intention of the Company to ensure that it and its subsidiaries will not generally hold more than 10% of the issued share capital in the Company in treasury at any given time (save for any temporary period between the acquisition of the relevant shares and their subsequent cancellation).

Through its previous share buybacks which returned capital

to shareholders, the Company has built up a reserve of treasury shares, which it intends to use to satisfy awards made under its Long Term Incentive Plan. However, not all of the treasury shares held by the Company are required for the satisfaction under its Long Term Incentive Plan and hence the Board is requesting the flexibility to cancel shares held in treasury as set out in Resolution

15. Where the cancellation is made it will be made in alignment with the Dutch Civil Code as outlined in the resolution.

Notes and instructions for participation and voting at the AGM

Since 2020 we have held the AGM as either a hybrid or fully virtual meeting, enabling greater attendance and access to the meeting. Given the positive feedback and in order to help reduce the Company's impact on the environment, the Board has decided to hold the AGM as virtually as possible in 2026, again by way of

a hybrid meeting, and strongly encourages its shareholders to participate in the AGM through virtual means, where shareholders will be able to view a live webcast of the meeting, and submit votes in real time, as referred to below.

The Company's Articles of Association were amended in 2023 in anticipation of the legislative proposal in the Netherlands, which is expected to facilitate fully virtual (extraordinary) general meetings (Wet digiitale algemene vergadering privaatrechtelijke rechtspersonen), and which legislative proposal is currently undergoing the legislative procedure.

In these notes, a shareholder registered as such in the Company's share register is referred to as a "shareholder" and a holder of depositary interests in respect of shares in the Company is referred to as a "Depositary Interest Holder".

Only a very limited number of our investors directly hold shares in their own name and qualify as a shareholder and only CREST members qualify as Depositary Interest Holders. Almost all our

investors, including former RHI AG shareholders, hold their interest through a broker, bank, or nominee (or in a similar manner) and are neither a shareholder nor a Depositary Interest Holder as referred to in this AGM notice; these investors are beneficial owners of the shares. As the beneficial owner, these investors should refer to their broker, bank, or other nominee on how to vote.

Each shareholder is entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to participate at the AGM. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.

Depositary Interest Holders may vote through the CREST Voting Service in accordance with the explanation under the paragraph titled "CREST members" below or alternatively by completing the enclosed form of instruction to be returned by 14.00 (CET) on 5 May 2026 to Computershare Investor Services PLC (the "Depositary"), The Pavilions, Bridgwater Road, Bristol BS99 6/Y, United Kingdom.

For shareholders (who do not hold their interest through CREST)

a form of proxy is included. This form cannot be used by Depositary Interest Holders. The form of proxy, and any power of attorney

or other authority under which it is executed (or a duly certified copy of any such power or authority), must be deposited at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6/Y, United Kingdom) so as to be received no later than 14.00 (CET) on 6 May 2026. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the meeting.

The total number of issued ordinary shares in the Company on the date of this notice is 49,477,705, which includes 2,170,134 ordinary shares held by the Company in its own capital. Each ordinary share (other than the ordinary shares held by the Company) carries one vote. Therefore, the total number of votes

exercisable as at 20 March 2026 (being the latest practicable date prior to the finalisation of this Notice) is 47,307,571.

in one of the registers designated for this purpose by the Board and have applied for (electronic or in person) attendance to the AGM.

If you hold your interest through a broker, bank, or nominee (or similar), you should normally receive directions from such

broker, bank, or nominee (or similar) on how to (electronically or in person) attend and vote at the AGM or how to give a proxy or voting instructions. These directions should be followed. If you have not received such directions, it would be advisable to contact your broker, bank, or nominee (or similar) as soon as possible.

Shareholders and Depositary Interest Holders may remotely attend and vote at the meeting on all business of the AGM via the internet, therefore via their own smartphone, tablet, or personal computer. On your Attendance Card, provided in accordance with these explanatory notes, you will receive information on how to log into the online voting platform and you will be provided with a Meeting ID and user credentials.

Further instructions may be provided via the AGM section of the Company's website https://www.rhimagnesita.com or Computershare Investor Services PLC. You will be able to log in for virtual admission to the meeting, via the information on your Attendance Card, up until the commencement of the meeting.

You must log in and complete the admission procedure for the meeting before the start of the AGM. After this time, registration is no longer possible; Shareholders and Depositary Interest Holders who log in afterwards will only have access to the live stream to follow the meeting but will not be able to vote.

Minimum requirements to the devices and systems that can be used for virtual participation as well as an overview of Q&As regarding online voting will be published on the Company's website at https://www.rhimagnesita.com and will be sent to the shareholders and Depositary Interest Holders.

Even though RHI Magnesita has used its best efforts to ensure that shareholders and Depositary Interest Holders are offered market leading technology, shareholders and Depositary Interest Holders may experience issues that are common to any first-generation innovative application. Virtual participation entails risks and if you wish to avoid such risks you should choose to attend the meeting by proxy or by submitting a form of instruction.

If a Depositary Interest Holder or a representative of that holder wishes to (electronically or in person) attend the AGM and/or vote at the AGM, they must notify the Depositary, Computershare Investor Services PLC, in writing (The Pavilions, Bridgwater Road, Bristol, BS99 6/Y, United Kingdom, or by emailing

!UKALLDITeam2@computershare.co.uk ) by 5 May 2026 at

14.00 (CET). The notification should state whether the Depositary Interest Holder wishes to attend the AGM electronically or in person. On receipt, the Depositary will email an Attendance Card, including details of how to access the meeting (electronically, if applicable). The completion of the form of instruction will not preclude a holder from attending the AGM and participating (electronically) once such Attendance Card has been issued.

!UKALLDITeam2@computershare.co.uk. The notification should state whether the shareholder wishes to attend the AGM electronically or in person. On receipt, Computershare Investor Services PLC will issue by email an Attendance Card, including details of how to access the meeting (electronically, if applicable).

Depositary Interest Holders, all of whom who are CREST members and who wish to issue an instruction through the CREST electronic voting service, may do so by using the procedures described in the CREST manual (available from https://www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting services provider(s), who will be able to take the appropriate action on their behalf.

In order for instructions made using the CREST service to be valid, the appropriate CREST message (a "CREST Voting Instruction") must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited ("EUI") and must contain the information required for such instructions, as described in the CREST manual (available from www.euroclear.com).

The message, regardless of whether it relates to the voting instruction or to an amendment to the instruction given to the Depositary must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) no later than 14:00 (CET) on 5 May 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make

available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST service by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers

are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

The AGM will be held in the English language.

To facilitate entry to (i) the AGM electronically, shareholders

(or their proxies) and Depositary Interest Holders will be in receipt of email instruction providing guidance of electronic access to the meeting and (ii) the physical meeting, shareholders (or their proxies) and Depositary Interest Holders are requested to bring with them the Attendance Card.

Attendees should note that (i) the webcast for the AGM will be opened at 13:30 (CET) and (ii) the doors to the venue in Amsterdam will be open at 13:45 (CET), with registration taking place in the reception area to the AGM from 13:30 (CET).

Mobile phones, cameras and recording equipment are not allowed to be used to record the virtual meeting.

Any shareholder (or their proxy) or Depositary Interest Holder attending the meeting has the right to ask questions (electronically through an online platform or in person). The Company must cause to be answered any such question which relates to the business of the meeting, but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to

a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

RHI Magnesita would be pleased to receive your questions as

they relate to any of the resolutions on the agenda to the Company Secretary at companysecretary@rhimagnesita.com. Please submit these questions in English by no later than 14:00 (CET)

on Monday 11 May 2026. The AGM will include short statements by the Chair of the Board and CEO who will also respond to questions submitted prior to the meeting. The Company may summarise and group questions thematically or set further conditions to facilitate the smooth running of the AGM. The answers to the submitted questions will be published on the Company's website (https://www.rhimagnesita.com) following the meeting.

Shareholders may not use any electronic address provided in either this notice of meeting or any related documents (including the enclosed form of proxy) to communicate with the Company for any purposes other than those expressly stated.

The following AGM documents:

• RHI Magnesita's annual accounts (including, inter alia, the Directors' report, the Consolidated Sustainability Statement, the Consolidated Financial Statements, and statutory annual accounts) and the independent auditor's report and the limited assurance report of the independent auditor on the Consolidated Sustainability Statement;

• the agenda and explanatory notes to the agenda with proposed resolutions and information about members of RHI Magnesita's Board whose re-appointment has been proposed;

• total number of outstanding shares and voting rights;

• form of proxy for shareholders; and

• form of instruction for Depositary Interest Holders.

are available on RHI Magnesita's website (https://www.rhimagnesita.com).

These documents, together with the Directors' service contracts and letters of appointment, are also available at RHI Magnesita's offices at Kranichberggasse 6, 1120 Vienna, Austria and at the offices of Allen Overy Shearman Sterling LLP, Apollolaan 15, 1077 AB Amsterdam, the Netherlands, for shareholders, Depositary Interest Holders and other persons entitled to attend the meeting who, on request, will receive a copy free of charge.

If you have any additional questions or if you would like additional copies of the AGM documentation or assistance voting your shares or depositary interests, you should contact Computershare UK at:

Computershare Investor Services PLC The Pavilions

Bridgwater Road Bristol BS99 6/Y United Kingdom

Email : !UKALLDITeam2@computershare.co.uk Telephone : +44 (0)370 702 0000

RHI Magnesita N.V. Headquarters Kranichberggasse 6

1120 Vienna

Austria

rhimagnesita.com