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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Convening notice
for the Annual General Meeting

We hereby invite our shareholders to the 
36th  Annual General Meeting of RHI AG 
on Friday, May 8, 2015, at 10.00 a.m.,
at Haus der Industrie, 1030 Vienna, Schwarzenbergplatz 4.

ISIN AT0000676903


Agenda


1.      Presentation of the financial statements including the management
report, of the proposal for the allocation of the accumulated profit, of the
Corporate Governance report and the report of the Supervisory Board for the
financial year 2014 as well as of the consolidated financial statements 2014 and
the group management report for the financial year 2014
2.      Resolution on the allocation of accumulated profit
3.      Resolution on the acceptance of the report of the members of the
Management Board for the financial year 2014
4.      Resolution on the acceptance of the report of the members of the
Supervisory Board for the financial year 2014
5.      Appointment of the auditor of the financial statements and the
consolidated financial statements for the financial year 2015
6.      Resolution on the remuneration of the members of the Supervisory Board
for the financial year 2014
7.      Resolution on the creation of new authorized capital subject to
compliance with the statutory subscription right, also within the meaning of the
indirect subscription right pursuant to § 153 para. 6 AktG [2015 Authorized
Capital]
and
resolution on the amendment of Article 5 paragraphs 2 and 3 of the articles of
association 
8.      Resolution on the authorization of the Management Board 
a)      to acquire treasury shares in accordance with § 65 para. 1 (4) as well
as para. 1a and para. 1b AktG, by purchasing up to 12,000 no-par shares both on
an exchange and by off-market transactions, also subject to the exclusion of the
proportionate power of alienation that may go along with such an acquisition
(reverse exclusion of subscription rights);
b)      to decide in accordance with § 65 para. 1b AktG to alienate and/or use
treasury shares in a way different from sale on an exchange or by way of a
public offer, with the regulations governing the exclusion of the shareholders'
subscription rights applying by analogy.



DOCUMENTS FOR THE GENERAL MEETING

Especially the following documents will be available for inspection by April 17,
2015, on the website of the company at www.rhi-ag.com, under the section
Investor Relations, Annual General Meeting 2015:

-       Annual financial statements and management report
-       Corporate Governance report,
-       Consolidated financial statements including the group management report
-       Proposal for the allocation of the accumulated profit,
-       Report of the Supervisory Board,
each of the above for the financial year 2014;
-       Draft resolutions on agenda items 2 - 8,
-       Report of the Management Board pursuant to § 65 para. 1b AktG in
connection with § 170 para. 2 AktG and § 153 para. 4 sentence 2 AktG concerning
agenda item 8,
-       Form for granting a power of attorney
-       Form for the revocation of the power of attorney
-       Complete text of this convening notice.



RIGHTS OF SHAREHOLDERS IN ACCORDANCE WITH §§ 109, 110, 118 AND 119 AKTG

Supplementation of the agenda by shareholders

Shareholders whose combined shareholdings equal 5% of the share capital and who
have held these shares for a minimum of three months prior to filing this
request may request in writing that additional items be put on the agenda of the
General Meeting and published, if the Company receives this request in writing
by April 17, 2015, exclusively at the address 1100 Vienna, Wienerbergstraße 9,
Attn. Mr. Robert Ranftler, Head of Legal & Compliance. Each agenda item thus
requested has to be accompanied by a draft resolution and a justification. Proof
of the shareholder status has to be furnished by means of a deposit confirmation
in accordance with § 10a AktG which confirms that the shareholders filing the
request have held the shares for at least three months prior to filing the
request and which must not be older than seven days when presented to the
Company. Regarding further requirements for the deposit confirmation refer to
the details on eligibility.

Draft resolutions proposed by shareholders for inclusion on the agenda 

Shareholders whose combined shareholdings equal 1% of the share capital may
submit draft resolutions in text form including a justification for each agenda
item and demand that these proposals, together with a justification, be
published on the website of the Company, provided that this request in text form
arrives at the Company on April 28, 2015 at the latest, either per fax + 43 (0)
50213 6281 or at 1100 Vienna, Wienerbergstraße 9, Attn. Mr. Robert Ranftler,
Head of Legal & Compliance, or by e-mail at robert.ranftler@rhi-ag.com. The
request in text form, for example in PDF format, must be attached to the e-mail.
Proof of the shareholder status required to exercise such shareholder right has
to be furnished by means of a deposit confirmation in accordance with § 10a AktG
which must not be older than seven days when presented to the Company. Regarding
further requirements for the deposit confirmation refer to the details on
eligibility. 

Right to receive information

At the General Meeting, each shareholder shall, upon request, be informed about
the Company's activities as far as this is necessary for a proper assessment of
an agenda item. 
Information may be refused if, based on reasonable commercial judgment, it could
cause a substantial disadvantage for the Company or an affiliated company, or if
providing such information constituted an offence. 
Questions which require longer preparation should be sent to the Management
Board in text form in time before the General Meeting in order to ensure an
efficient session. Such questions can be sent to the Company by post, addressed
to 1100 Vienna, Wienerbergstraße 9, Attn. Mr. Robert Ranftler, Head of Legal &
Compliance, or by e-mail to robert.ranftler@rhi-ag.com.
 
Motions at the General Meeting

Every shareholder - regardless of a specific number of shares - is entitled to
make motions regarding each agenda item at the General Meeting. 

Information provided on the website

Further information regarding the rights of shareholders in accordance with §§
109, 110, 118 and 119 AktG, is now available on the Company's website
www.rhi-ag.com.


RECORD DATE AND PARTICIPATION IN THE GENERAL MEETING

The eligibility to participate in the General Meeting and to exercise the voting
rights and other shareholder rights to be exercised at the General Meeting, are
conditional on the shareholdings at the end of April 28, 2015 (record date).
Only persons who are shareholders on this record date and provide evidence of it
are eligible to participate in the General Meeting.
A deposit confirmation in accordance with § 10a AktG is required as evidence of
shareholding on the record date. This deposit confirmation must be received by
the Company at the latest on May 5, 2015 at one of the following addresses only.

By post or courier      RHI AG

                Investor Relations
                Attn. Mr. Simon Kuchelbacher
                Wienerbergstraße 9
                1100 Vienna
By fax:         +43 (1) 8900 500 - 52
By e-mail:   anmeldung.rhi@hauptversammlung.at; the deposit confirmation in
text form, for example as a PDF, must be attached to the e-mail.
By SWIFT:       GIBAATWGGMS - Message Type MT598; always specify ISIN
AT0000676903 in the text


Deposit confirmation in accordance with § 10a AktG

The deposit confirmation must be issued by a depositary bank domiciled in a
member state of the European Economic Area or a full member state of the OECD
and must contain the following details:

-       Details of the issuer: name/company and address or a code commonly used
in dealings between banks (BIC),
-       Details of the shareholder: name/company, address, date of birth for
natural persons; for legal entities, if applicable, register and register
number,
-       Information regarding shares: number of shares held by the shareholder,
ISIN AT0000676903,
-       Deposit number or other description,
-       Point of time which the deposit confirmation refers to.


The deposit confirmation as evidence of shareholdings required to participate in
the General Meeting must refer to the above-mentioned record date April 28,
2015.
The deposit confirmation will be accepted in German or English.


REPRESENTATION BY PROXY

All shareholders eligible to participate in the General Meeting have the right
to appoint a representative (proxy) who attends the General Meeting on behalf of
the shareholder and has the same rights as the shareholder he/she represents.
The power of attorney must be granted to a specific person (natural person or
legal person) in text form. It is also possible to grant power of attorney to
several persons. 
The power must be received by the Company at one of the following addresses
only:
By post or courier      RHI AG

                Investor Relations
                Attn. Mr. Simon Kuchelbacher
                Wienerbergstraße 9
                1100 Vienna
By fax:         +43 (1) 8900 500 - 52
By e-mail:   anmeldung.rhi@hauptversammlung.at; the power of attorney in text
form, for example as a PDF, must be attached to the e-mail
Personally:     at the registration at the venue of the General Meeting.


An authorization form for granting power of attorney and a form for revoking
power of attorney will be sent to shareholders upon request and will be
available on the website of the Company at www.rhi-ag.com.
Unless the power of attorney is handed over personally at the registration on
the day of the General Meeting, it must arrive at the Company by May 7, 2015 by
4.00 p.m. at the latest. 
The aforementioned provisions for granting power of attorney apply mutatis
mutandis for a revocation of the power of attorney.
As a special service, a representative of the interest group Interessenverband
für Anleger, IVA, 1130 Vienna, Feldmühlgasse 22, is available to shareholders as
an independent representative to exercise voting rights bound by instructions at
the General Meeting; a special form to grant this power of attorney is available
for this purpose on the website of the Company at www.rhi-ag.com. In addition,
Dr. Michael Knap of IVA can be contacted directly by phone +43 (1) 8763343 0,
fax +43 (1) 8763343 39 or e-mail at michael.knap@iva.or.at.


TOTAL NUMBER OF SHARES AND VOTING RIGHTS

At the time the General Meeting is convened the share capital of the Company in
the amount of EUR 289,376,212.84 is divided into 39,819,039 no-par shares. Each
share grants one vote. At the time of convening the General Meeting, the Company
holds no treasury shares. It can derive no rights therefrom. 10,073 no-par
shares have been invalidated in accordance with § 67 in connection with § 262
para. 29 AktG. The total of shares eligible to participate and vote amounts to
39,808,966 at the time of convening the General Meeting. 
We kindly request you to schedule your arrival so as to allow for sufficient
time for the security checks new customary and to have a valid official photo ID
ready for registration.
Shareholders will be admitted to collect voting cards starting at 9:00 a.m. 

Vienna, March 2015 

The Management Board


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 
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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
 

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