RHI Magnesita

EANS-General Meeting: RHI AG
Invitation to the General Meeting

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  General meeting information transmitted by euro adhoc. The issuer is
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Invitation to the ordinary shareholders' meeting

                                        
This is to invite our shareholders to
the 38th ordinary shareholders' meeting of RHI AG,

which will be held on Friday, 5 May 2017, at 10 a.m.
at the Haus der Industrie, 1030 Vienna, Schwarzenbergplatz 4.

ISIN AT0000676903
                                        
I.        AGENDA


  1. Presentation of the annual financial statements including the management
     report, the proposal for appropriation of the profit, the corporate
     governance report, the report made by the Supervisory Board on the
     financial year 2016, the consolidated financial statements for 2016 and the
     group management report for the financial year 2016
  2. Resolution on appropriation of the net profit for the year
  3. Resolution on approval of the actions of the Management Board members for
     the financial year 2016
  4. Resolution on approval of the actions of the Supervisory Board members for
     the financial year 2016
  5. Resolution on remuneration of the Supervisory Board members for the
     financial year 2016
  6. Election of the auditor and group auditor for the financial year 2017
  7. Elections to the Supervisory Board
  8. Resolution on the authorisation of the Management Board

a)to acquire treasury shares as defined in Section 65 (1) No. 4, (1a) and (1b)

of the Austrian Stock Corporations Act [Aktiengesetz/AktG] both via the stock
exchange and over the counter in the amount of up to 12,000 no-par value shares,
including by exclusion of the pro-rata right of disposal which may result from
such an acquisition (reversed exclusion of subscription right),
b)pursuant to Section 65 (1b) AktG for disposal or use of treasury shares to
resolve on a way to dispose of them other than via the stock exchange or by a
public offering, by applying the regulations on exclusion of the shareholders'
subscription rightmutatis mutandis.
 
II.       DOCUMENTS FOR THE SHAREHOLDERS' MEETING; PROVISION OF INFORMATION ON
THE WEBSITE
In particular, the following documents will be available on the Company's
website at www.rhi-ag.com under Investor Relations, Shareholders' Meeting 2017,
not later than from 14 April 2017.

* annual financial statements including the management report,
* corporate governance report,
* consolidated financial statements including group management report,
* proposal for appropriation of the profit,
* report of the Supervisory Board,
  each for the financial year 2016;
* proposals for resolutions on items 2 to 8 on the agenda,
* report of the Management Board as defined in Section 65 (1b) AktG in
  conjunction with Section 170 (2) AktG and the second sentence of Section 153
  (4) AktG on item 8 on the agenda
* statements of the candidates for elections to the Supervisory Board regarding
  item 7 on the agenda as defined in Section 87 (2) AktG, including curriculum
  vitae,
* form for granting proxy,
* form for revocation of proxy,
* full text of this invitation to the shareholders' meeting.
   

  III.      EVIDENCE DATE AND PREREQUISITES FOR ATTENDANCE AT THE SHAREHOLDERS'
  MEETING
  The right to attend the shareholders' meeting and to exercise the voting right
  and other shareholder rights, which must be claimed in the shareholders'

  meeting, depends on the number of shares held on 25 April 2017, midnight
  (Evidence Date).
  Only persons who are shareholders at the Evidence Date and provide evidence
  thereof to the Company are entitled to attend the shareholders' meeting.
  A deposit receipt as defined in Section 10a AktG, which must be received by
  the Company by 2 May 2017, midnight, exclusively through one of the following
  communication channels at the following addresses, shall be required as
  evidence of the shares held at the Evidence Date:
   
  (i)      for transmission of the deposit receipt in the form of a letter:

  By post or courier service     RHI AG
                                 Legal & Compliance
                                 Attn. Mr. Robert Ranftler
                                 Wienerbergstrasse 9
                                 1100 Vienna
  By email of an electronic document in PDF format including a qualified
  electronic signature
                               anmeldung.rhi@hauptversammlung.at
  Via SWIFT                       GIBAATWGGMS
                                 (message type MT598; please state
  ISIN AT0000676903 in the text)
  (ii)     for transmission of the deposit receipt in text format as deemed
  sufficient by Article 17 (3) of the Articles of Association:
  By fax:                         +43 (1) 8900 500-52
  By email                     anmeldung.rhi@hauptversammlung.at
                                 (This includes deposit receipts in PDF

  format.)
  The shareholders are requested to contact the bank keeping the securities
  account and to have the same issue and transmit a deposit receipt.
  The Effective Date has no effects on saleability of the shares and has no
  significance for the entitlement to dividends.
   
  Deposit receipt as defined in Section 10a AktG
  The deposit receipt must be issued by the bank keeping the securities account,
  whose registered office shall be in a Member State of the European Economic
  Area or in a full Member State of the OECD, and shall contain the following
  information:


* information on the issuer: company name and address or a standard code used
  for transactions between banks,
* information on the shareholder: name/company name and address; in the case of
  natural persons also the date of birth; in the case of legal entities the
  register and the number under which the legal entity is registered in its home
  state,
* information on the shares: number of shares held by the shareholder, ISIN
  AT0000676903,
* securities account number or any other identification,
* time to which the deposit receipt refers.
  Deposit receipts as evidence of the shares held for attendance at
  shareholders' meetings must refer to the Evidence Date, i.e. 25 April 2017,
  midnight (CEST, Vienna time).
  Deposit receipts will be accepted in German or English.
   
  Proof of identity
  The shareholders and their proxies are asked to have a valid official identity
  card ready at the registration desk.
   
  IV.     POSSIBILITY OF APPOINTING A REPRESENTATIVE AND PROCEDURE TO BE
  COMPLIED WITH
  Any shareholder who is entitled to attend the shareholders' meeting and has
  provided evidence of that fact to the Company according to the requirements
  laid down in Clause III of this Invitation has the right to appoint a proxy,
  who shall attend the shareholders' meeting on behalf of the shareholder and
  who shall have the same rights as the shareholder s/he represents.
  A proxy must be granted to a specific person (a natural or a legal person) in
  text format (Section 13 (2) AktG), and also several persons may be granted
  proxy.
  Proxy may be granted both prior to and during the shareholders' meeting.
  We are offering the following communication channels and addresses for
  transmission of proxies:

  By post or courier service     RHI AG
                                 Legal & Compliance
                                 Attn. Mr. Robert Ranftler
                                 Wienerbergstrasse 9
                                 1100 Vienna
  By fax:                        +43 (1) 8900 500-52
  By email                    anmeldung.rhi@hauptversammlung.at

  (This includes proxies in PDF format.)
  The proxies must be received by 4 May 2017, 4:00 p.m., at any of the addresses
  stated above, unless they are handed over on the day of the shareholders'
  meeting at the entrance where persons coming and leaving are being checked.
  A proxy form and a form for revocation of proxy are available on the Company's
  website at www.rhi-ag.com. In the interest of smooth processing we kindly ask
  you to use the provided forms at all times.
  Details on granting proxy, including but not limited to details on the text
  format and contents of the proxy, are included in the proxy form provided to
  the shareholders.
  If a shareholder has issued a proxy to the bank that keeps his/her securities
  account (Section 10a AktG), a confirmation of the bank that is sent in the way
  provided for transmission of the same to the Company to the effect that it was
  granted proxy in addition to the deposit receipt shall suffice.
  Shareholders may exercise the rights at the shareholders' meeting in person
  also after proxy has been granted. Personal appearance shall be deemed a
  revocation of a proxy that has been granted before.
  The above regulations on the granting of proxy shall apply mutatis mutandis to
  revocation of proxy.
  As a special service a representative of Interessenverband für Anleger
  (Investor's Association), IVA, 1130 Vienna, Feldmühlgasse 22, will be
  available to the shareholders as an independent proxy for exercise of voting
  rights at the shareholders' meeting according to the shareholder's
  instructions; for this purpose a special proxy form is available on the
  Company's website at www.rhi-ag.com. In addition, Dr. Michael Knap of IVA may
  be contacted directly on +43 1 8763343-0 (phone), +43 1 8763343-49 (fax) or
  michael_knap@iva.or.at (email).
   
  V.      INFORMATION ON THE SHAREHOLDERS' RIGHTS AS DEFINED IN SECTIONS 109,
  110, 118 AND 119 AKTG
   
  1.      Amendment to the agenda by shareholders as defined in Section 109 AktG
  Shareholders whose shares collectively account for 5% of the registered
  capital and who have held those shares for at least three months prior to the
  motion may request in writing that additional items be included in the agenda
  of the shareholders' meeting and that they be published, provided that the
  request is received as a letter by post or courier by the Company exclusively
  at the address RHI AG, attn. Mr. Robert Ranftler, Head of Legal & Compliance,
  1100 Vienna, Wienerbergstrasse 9 by 14 April 2017 (midnight). With every item
  so requested to be included in the agenda a proposal for a resolution
  including a statement of the reasons must be enclosed. The shareholder status
  must be evidenced by presentation of a deposit receipt as defined in
  Section 10a AktG which certifies that the requesting shareholders have held
  their shares for at least three months prior to the motion and such evidence
  must not be older than seven days at the time of presentation to the Company.
  As regards the other deposit receipt requirements reference is made to the
  information about the right to attend shareholders' meetings (Clause III).
   
  2.      Shareholders' proposals for resolution regarding the agenda as defined
  in Section 110 AktG
  Shareholders whose shares collectively account for 1% of the registered
  capital may submit proposals for resolution including a statement of the
  reasons regarding any item on the agenda in text format and may request that
  such proposals including the name of the shareholders concerned, the statement
  of the reasons for the same, which has to be included, and an opinion of the
  Management Board or the Supervisory Board, if any, be made available on the
  Company's website that is registered in the Business Register, provided that
  such request is received by the Company in text format by 25 April 2017
  (midnight) either by fax to +43 50213 6281 or at the address RHI AG, attn.
  Mr. Robert Ranftler, Head of Legal & Compliance, 1100 Vienna,
  Wienerbergstrasse 9, or by email to robert.ranftler@rhi-ag.com, with such
  request to be attached in text format to the email message, for example as a
  PDF file.
   
  In the case of a proposal for election of a Supervisory Board member a
  statement of the proposed person as defined in Section 87 (2) AktG shall
  replace the statement of reasons.
  The shareholder status must be evidenced by presenting a deposit receipt as
  defined in Section 10a AktG which must not be older than seven days at the
  time of presentation to the Company. As regards the other deposit receipt
  requirements reference is made to the information about the right to attend
  shareholders' meetings (Clause III).

 
3.      Shareholders' right to information as defined in Section 118 AktG
At the shareholders' meeting any shareholder shall, upon request, be informed
about Company matters to the extent that such information is required for proper
assessment of an item on the agenda. The duty to provide information also
includes the legal relationships of the Company with an affiliate and the
situation of the group and of the entities included in the consolidated
financial statements.
Such information may be denied if, according to the reasonable judgement of an
entrepreneur, disclosure of the same might cause a material disadvantage to the
Company or an affiliated enterprise or might be punishable by law.
The person chairing the shareholders' meeting may provide for a reasonable time
limit for the shareholders' right to ask questions and to speak. S/he may
provide for general or individual time limits for the shareholders' right to
speak and to ask questions, in particular at the beginning, but also during the
shareholders' meeting.
At the shareholders' meeting information must, in principle, be requested
orally, but we will also be pleased to accept requests in text format.
For reasons of procedural economy please submit any questions the answering of
which will require an extended period of preparation in text format to the
Management Board timely before the shareholders' meeting. Questions may be sent
to the Company by fax to +43 50213 6281 or by email to robert.ranftler@rhi-
ag.com.
 
4.      Shareholder motions at the shareholders' meeting as defined in
Section 119 AktG
Irrespective of a certain number of shares s/he holds, any shareholder is
entitled to file motions at the shareholders' meeting with respect to any item
on the agenda. If several motions have been received regarding a specific item
on the agenda, the chairperson shall determine the order in which those motions
shall be resolved on in accordance with Section 119 (3) AktG. Pursuant to
Section 110 AktG a motion of a shareholder regarding election of a Supervisory
Board member is, however, subject to the mandatory requirement of timely
transmission of a proposal for resolution. Candidates for election to the
Supervisory Board (item 7 on the agenda) may only be proposed by shareholders
whose shares together account for at least 1% of the registered capital. Such
proposals for election must be received by the Company in the manner described
above (Clause V (2)) by 25 April 2017. A statement of the proposed person as
defined in Section 87 (2) AktG regarding his/her work-related qualification,
professional or similar positions and all circumstances that might cast doubt on
his/her impartiality has to be attached to or enclosed with every proposal for
election. Otherwise the motion of a shareholder regarding election of a
Supervisory Board member may not be taken into account in the vote.
 
5.      Information on the website
More information on these shareholders' rights as defined in Sections 109, 110,
118 and 119 AktG are available on the Company's website at www.rhi-ag.com.
 
VI.     ADDITIONAL INFORMATION
 
Total number of shares and voting rights
At the time the shareholders' meeting is convened the Company's share capital
amounts to EUR 289,376,212.84 and is divided into 39,819,039 no-par value bearer
shares. Every share entitles the holder to one vote. Therefore, the total number
of voting rights amounts to 39,819,039 voting rights at the time the
shareholders' meeting is convened. At the time the shareholders' meeting is
convened the Company neither directly nor indirectly holds any treasury shares.
Pursuant to Section 67 in conjunction with Section 262 (29) AktG 10,073 no-par
value shares have been invalidated.
 
Vienna, April 2017
 
The Management Board


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

end of announcement                               euro adhoc 
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issuer:      RHI AG
             Wienerbergstrasse 9
             A-1100 Wien
phone:       +43 (0)50213-6676
FAX:         +43 (0)50213-6130
mail:     rhi@rhi-ag.com
WWW:      http://www.rhi-ag.com
sector:      Refractories
ISIN:        AT0000676903
indexes:     ATX Prime, ATX
stockmarkets: official market: Wien 
language:   English
 

Original content of: RHI Magnesita, transmitted by news aktuell

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