RHI Magnesita N : Form of Proxy

RHI Magnesita N.V.

All Correspondence to:

Computershare Investor Services PLC

The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

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Form of Proxy - 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 proxy appointments must be lodged at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 23 April 2024 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 Guido Portier, civil law notary of Linklaters LLP or his 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 votes).
2. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the helpline on [phone] 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 ![e-mail] with original to follow.

1. 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.
2. 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 4 April 2024. 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.
3. The above is how your address appears on the register of shareholders. If this information is incorrect please ring the helpline on [phone] to request a change of address form.
4. Any alterations made to this form should be initialled.
5. Should you require a printed copy of the Notice of Meeting, please contact the Computershare Investor Services PLC in writing, alternatively ring [phone], on or before 23 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. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

Form of Proxy

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

I/We hereby appoint Guido Porter, civil law notary of Linklaters LLP or his substitute OR the following person

*

Please leave this box blank if you have selected Guido Portier, civil law notary of Linklaters LLP, or his 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 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.

1. To approve, as an advisory vote, the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the period ended 31 December 2023.
2. 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.
3. To establish the proposed remuneration of the Non-Executive Directors.
4. 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.
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. 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 the AGM.
7. 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.
8. 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.

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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