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RHI AG / RHI shareholders vote in favor of proposed resolutions with a majority of more than 99.7% and enable combination of RHI and Magnesita

Published: August 4, 2017; 17:29 · (Vindobona)

RHI AG's shareholders approved the proposed resolutions with an overwhelming majority of more than 99.7% of the share capital represented at today's extraordinary general meeting.

RHI AG / RHI shareholders vote in favor of proposed resolutions with a majority of more than 99.7% and enable combination of RHI and Magnesita / Picture: © Vindobona.org

Corporate news transmitted by euro adhoc with the aim of a Europewide distribution. The issuer is responsible for the content of this announcement.

Annual & Special Corporate Meetings

Vienna -

* Extraordinary general meeting enables all legally required steps to create
the new world market leader RHI-Magnesita in the refractory industry
* Closing of the transaction contemplated to take place late October 2017
* Announcement of the nominated RHI Magnesita N.V. Directors

RHI AG's shareholders approved the proposed resolutions with an overwhelming
majority of more than 99.7% of the share capital represented at today's
extraordinary general meeting. "With this clear vote, we have been given a
clear mandate for the combination of the two companies. The shareholders'
decision paves the way for a new, powerful company, which leads the global
refractories market and also drives it with its innovations," commented Stefan
Borgas, designated CEO of RHI-Magnesita. The resolution was preceded by a
unanimous recommendation for the combination by the RHI AG Supervisory Board
including the employee representatives.

The combination of RHI and Magnesita will enable the combined company to offer
its customers an even more comprehensive range of services and thus provide
added value. There is further significant value creation potential due to the
realization of planned synergies and innovations based on the combined know-how
of the companies.

At the end of the general meeting, Wolfgang Ruttenstorfer thanked the company's
CFO, Barbara Potisk-Eibensteiner, who will leave the company as of the end of
August 2017, for her excellent work over the past ten years.

Overview of the transaction steps At today's general meeting, the two steps
required for the reorganization under Austrian company law were approved: (1)
the spin-off of all significant assets of RHI AG to its wholly-owned Austrian
subsidiary RHI Feuerfest GmbH and (2) the subsequent cross-border merger of RHI
AG with its wholly-owned Dutch subsidiary RHI-MAG N.V. As a result of the
second step, RHI-MAG N.V. will become the group holding company. Completion of
the acquisition by RHI-MAG N.V. of a controlling interest in Magnesita
Refratários S.A. is scheduled to occur shortly after the merger becomes legally
effective and after the ordinary shares of RHI-MAG N.V. (represented by
Depositary Interests) have been admitted to listing on the Premium Segment of
the London Stock Exchange. The new company will be managed by a
European-Brazilian management team in Vienna.

Composition of the future Board of RHI Magnesita N.V. After the merger has
become legally effective, the company name of RHI-MAG N.V. will be changed to
RHI-Magnesita N.V. The Board of RHI Magnesita N.V. will consist of 19 directors
and will include two executive directors, the designated CEO Stefan Borgas and
the designated CFO Octavio Lopes, as well as 17 non- executive directors, six
of whom will be employee representatives. Seven of the remaining eleven
non-executive directors will be appointed as independent directors in
accordance with the UK Corporate Governance Code of the UK Financial Reporting
Council. The following persons are planned for these

appointments: Jim Leng (Senior Independent Director), Celia Baxter (Chair
Remuneration Committee), John Ramsay (Chair Audit Committee),
David Haines, Andrew Hosty, Wolfgang Ruttenstorfer, Karl Sevelda.
In addition, Herbert Cordt (Chairman), David Schlaff, Stanislaus
zu Sayn-Wittgenstein and Fersen Lambranho are planned to be
appointed to the Board.

Next steps for the closing end of October 2017 After the resolutions of the
general meeting, the management will focus on the further implementation of the
planned steps for the combination of RHI and Magnesita. According to the time
line, the closing of the transaction is scheduled for the end of October 2017.
The main focus will be placed on meeting the merger control clearance
requirements in Europe regarding the sale of three European plants, the
preparation of the listing in the premium segment of the London Stock Exchange
and the detailed planning of integration measures for the combination of the
two companies.

Further inquiry note:
RHI AG
Investor Relations
Mag. Simon Kuchelbacher, CIIA
Tel: +43-1-50213-6676
Email: simon.kuchelbacher@rhi-ag.com

end of announcement euro adhoc
--------------------------------------------------------------------------------

issuer: RHI AG Wienerbergstrasse 9 A-1100 Wien
phone: +43-1-50213-6676
mail: investor.relations@rhi-ag.com
WWW: http://www.rhi-ag.com
ISIN: AT0000676903
indexes: ATX
stockmarkets: Wien
language: English

Digital press kit: http://www.ots.at/pressemappe/1644/aom

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