RHI Magnesita N.V. — Proxy Solicitation & Information Statement 2021

Apr 27, 2021

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 10 June 2021

To be effective, all proxy appointments must be lodged at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 3 June 2021 at 14.00 (CET).

Explanatory Notes:

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• 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 0044 (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

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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 18.00 (CET) on 13 May 2021. 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. The completion and return of this form will not preclude a shareholder from attending and participating in the meeting electronically. To attend please tick the Intention to attend box overleaf, alternatively email !UKALLDITeam2@computershare.co.uk by 14.00 (CET) on 3 June 2021. On receipt Computershare Investor Services PLC will issue by email an Attendance Card, including details of how to access the meeting electronically.
• 8. 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 26 May 2021 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.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

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

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Please leave this box blank if you have selected Guido Portier, civil law notary of Linklaters LLP, or his substitue. 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 as a hybrid meeting at Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol, The Netherlands and via webcast, on 10 June 2021 at 14.00 (CET) and at any adjournment thereof. The numbering of the below resolutions corresponds to the numbering of the resolutions in the agenda to the AGM. Only voting resolutions are included.

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03.	Resolutions To adopt the annual accounts for the financial year ended 31 December 2020.	For	Against	Vote Withheld		08h. To re-elect F.J.M. Paulus as Non-Executive Director.	For	Against	Vote Withheld
04.	To declare a final dividend of €1.00 per share for the financial year ended 31 December 2020.					08i. To elect J.M.Brown as Non-Executive Director.
05.	To release the directors from liability for the exercise of their respective duties during the financial year 2020.					08j. To elect M-H. Ametsreiter as Non-Executive Director.
06.	To amend the Articles of Association of the Company.					08k. To elect S. Heifetz as Non-Executive Director.
	07a. To re-elect S. Borgas as Executive Director and CEO.				09.	To re-appoint PricewaterhouseCoopers Accountants N.V. as the Company's auditor for the financial year 2021.
	07b. To re-elect I. Botha as Executive Director and CFO.				10.	To approve, as an advisory vote, the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the period ended 31 December 2020.
	08a. To re-elect H. Cordt as Non-Executive Director and Chairman.				11.	To adopt the Directors' Remuneration Policy as set out on pages 107 to 116 inclusive of the Directors' Remuneration Report, which takes effect from 1 January 2021.
	08b. To re-elect W. Ruttenstorfer as Non-Executive Director.				12.	To establish the proposed remuneration of the Non-Executive Directors.
	08c. To re-elect S.O.L.B Prinz zu Sayn-Wittgenstein-Berleburg as Non Executive Director.				13.	To irrevocably authorise the Board to issue ordinary shares or grant rights to acquire ordinary shares, as detailed in the notice of the AGM.
	08d. To re-elect D.A. Schlaff as Non-Executive Director.				14.	Subject to the passing of resolution 13 above, to irrevovably authorise the Board to limit or exclude pre-emptive rights in respect of an issue of ordinary shares or granting rights to acquire ordinary shares as detailed in the notice of the AGM.
	08e. To re-elect K. Sevelda as Non-Executive Director.				15.	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 the AGM.
	08f. To re-elect J. Ramsay as Non-Executive Director with the title of Senior Independent Director and Deputy Chairman.					Intention To Attend Please indicate whether you wish to attend the AGM by ticking the box. If you tick the box you will be emailed an Attendance Card, which details how to access the meeting electronically, as detailed in the notice of the AGM
	08g. To re-elect J.E. Ashdown as Non-Executive Director.

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 agendan 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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