Result of AGM
RHI Magnesita N.V. announced that all resolutions proposed at its Annual General Meeting on May 13, 2026, were passed by the requisite majority, with strong support for the adoption of the 2025 annual accounts and the declaration of a final dividend of €1.20 per share. The company also secured overwhelming approval for the re-election of most directors, though one director received a lower percentage of votes for re-election. Additionally, shareholders approved the appointment of KPMG Accountants N.V. as the external auditor for 2026 and resolutions concerning share issuance and pre-emption rights, with 85.63% of the relevant issued shares cast in favour of these proposals.
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Following the AGM held today, 13 May 2026, RHI Magnesita announces that each of the voting resolutions set out in the Notice of Meeting to Shareholders, dated 26 March 2026, were passed by the requisite majority. A poll was held on each of the resolutions proposed. The results of the poll, incorporating proxy votes lodged in advance of the meeting, are set out below:
| Resolutions | Votes for | % of votes cast | Votes against | % of votes cast | Total votes validly cast | Total votes cast - % of the relevant issued shares | Number of votes withheld |
|---|---|---|---|---|---|---|---|
| Resolution 3 To adopt the annual accounts for the financial year ended 31 December 2025 | 40,536,029 | 100 | 400 | 0 | 40,536,429 | 85.63 | 200 |
| Resolution 4 To declare a final dividend of €1.20 per share for the financial year ended 31 December 2025 | 40,543,590 | 100 | 415 | 0 | 40,544,005 | 85.63 | 200 |
| Resolution 5 To release the directors from liability for the exercise of their respective duties during the financial year 2025 | 40,529,368 | 99.99 | 5,344 | 0.01 | 40,534,712 | 85.63 | 200 |
| Resolution 6. a. To re-elect S. Borgas | 40,276,602 | 99.34 | 267,061 | 0.66 | 40,543,663 | 85.65 | 200 |
| Resolution 6. b. To re-elect I. Botha | 40,501,587 | 99.90 | 42,061 | 0.10 | 40,543,648 | 85.65 | 200 |
| Resolution 7. a. To re-elect H. Cordt | 34,307,559 | 85.36 | 5,886,089 | 14.64 | 40,193,648 | 84.91 | 200 |
| Resolution 7. b. To re-elect J. Ramsay | 39,672,355 | 97.85 | 871,293 | 2.15 | 40,543,648 | 85.65 | 200 |
| Resolution 7. c. To re-elect J. Ashdown | 40,474,157 | 99.83 | 69,491 | 0.17 | 40,543,648 | 85.65 | 200 |
| Resolution 7. d. To re-elect D. Schlaff | 40,189,184 | 99.13 | 354,464 | 0.87 | 40,543,648 | 85.65 | 200 |
| Resolution 7. e. To re-elect S.O.L.B Prinz zu Sayn-Wittgenstein- Berleburg | 40,189,184 | 99.13 | 354,464 | 0.87 | 40,543,648 | 85.65 | 200 |
| Resolution 7. f. To re-elect J.M. Brown | 40,518,251 | 99.94 | 25,397 | 0.06 | 40,543,648 | 85.65 | 200 |
| Resolution 7. g. To re-elect K. Sevelda | 39,673,295 | 97.85 | 870,353 | 2.15 | 40,543,648 | 85.65 | 200 |
| Resolution 7. h. To re-elect M-H. Ametsreiter | 40,518,248 | 99.94 | 25,400 | 0.06 | 40,543,648 | 85.65 | 200 |
| Resolution 7. i. To re-elect W. Ruttenstorfer | 38,949,519 | 96.07 | 1,594,129 | 3.93 | 40,543,648 | 85.65 | 200 |
| Resolution 7. j. To re-elect A.K. Lindström | 40,519,283 | 99.94 | 24,365 | 0.06 | 40,543,648 | 85.65 | 200 |
| Resolution 7. k. To re-elect F-F. Buerstedde | 40,189,182 | 99.13 | 354,466 | 0.87 | 40,543,648 | 85.65 | 200 |
| Resolution 8 To appoint KPMG Accountants N.V. as the Company's external auditor for the financial year 2026 | 40,542,987 | 100 | 676 | 0.00 | 40,543,663 | 85.65 | 200 |
| Resolution 9 To approve, as an advisory vote, the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the period ended 31 December 2025 | 40,453,068 | 99.78 | 90,912 | 0.22 | 40,543,980 | 85.65 | 200 |
| Resolution 10 To establish the proposed remuneration of the Non-Executive Directors | 40,542,752 | 100 | 878 | 0.00 | 40,543,630 | 85.65 | 200 |
| Resolution 11 Authority to issue ordinary shares or grant rights to acquire ordinary shares | 40,471,265 | 99.82 | 72,390 | 0.18 | 40,543,655 | 85.65 | 200 |
| Resolution 12 Limited disapplication of pre-emption rights | 40,511,003 | 99.92 | 31,528 | 0.08 | 40,542,531 | 85.65 | 200 |
| Resolution 13 Authority to limit or exclude pre-emptive rights | 40,494,169 | 99.88 | 48,262 | 0.12 | 40,542,431 | 85.65 | 200 |
| Resolution 14 Authority to acquire shares in the Company or depositary receipts of such shares | 40,540,829 | 100 | 518 | 0.00 | 40,541,347 | 85.64 | 200 |
| Resolution 15 Authority to cancel any or all shares held in treasury or to be acquired | 40,543,590 | 100 | 400 | 0.00 | 40,543,990 | 85.65 | 200 |
Notes:
- Resolutions 1 and 2 were non-voting resolutions and are therefore not included in the table above.
- The total voting rights of the Company on the day on which shareholders had to be on the register in order to be eligible to vote was 47,337,525.
- A "Vote withheld" is not a vote in law and is not counted in the calculation of the % of shares voted "For" or "Against" a resolution.
- In accordance with LR 6.4.13, copies of any resolutions passed as special business will be submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
- These results will also shortly be available on the Company's website at https://ir.rhimagnesita.com/
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