RHI Magnesita N : Form of Instruction

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 2 May 2024

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 22 April 2024 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 22 April 2024. 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 ![e-mail] by 2.00 pm (CET) on 22 April 2024. 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 4 April 2024. 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 [phone], on or before 22 April 2024 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.

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 Linklaters LLP, Zuidplein 180, WTC Tower One, 21st floor, 1077 XV Amsterdam, the Netherlands on 2 May 2024 at 2.00 pm (CET) and at any adjournment thereof.

		Vote
Resolutions	For	Against Withheld

03. To adopt the annual accounts for the financial year ended 31 December 2023.

04. To declare a final dividend of € 1.25 per share for the financial year ended 31 December 2023.

05. To release the directors from liability for the exercise of their respective duties during the financial year 2023.

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

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

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

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

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

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

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

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

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

Vote

For Against Withheld

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

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

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

08 To re-appoint PricewaterhouseCoopers Accountants N.V. as the Company's external auditor for the financial year 2024.

09 To approve, as an advisory vote, the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the period ended 31 December 2023.

1. To adopt the Directors' Remuneration Policy as set out on pages
   151 to 160 inclusive of the Directors' Remuneration Report, which takes effect from 1 January 2024.
2. To establish the proposed remuneration of the Non-Executive Directors.
3. 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.
4. Subject to the passing of Resolution 12 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.
5. Subject to the passing of Resolution 12 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.
6. To irrevocably authorise the Board to acquire shares in the Company or depositary receipts of such shares (including depositary interests), as detailed in the Notice of AGM.
7. To propose to cancel any or all shares or depositary receipts of such shares (including depositary interests) held in treasury by the Company on 2 May 2024, or to be acquired by the Company, 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).

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