Statement re Possible Offer

RHI Magnesita N.V. (“RHIM”) notes the announcement made by Vesuvius whereby RHIM is now required, by not later than 5pm on 24 November 2026 (the “PUSU Deadline”), either to announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. In addition, as noted by Vesuvius, headline agreement has now been reached on a disposal revenue threshold with respect to any potential remedies to be offered by RHIM to satisfy certain anti-trust conditions, together with a related reverse break fee.

RHIM also confirms that Vesuvius’ largest shareholder, Cevian Capital II Master Fund L.P. (“Cevian”) has extended its irrevocable undertaking in support of an offer by RHIM to align with the PUSU Deadline. A copy of the irrevocable undertaking will be published on RHIM’s website at https://ir.rhimagnesita.com by no later than 12 noon on the business day following the date of this announcement.

The extension of the PUSU Deadline and the ongoing support of Cevian is reflective of the substantial progress over recent weeks in arriving at a mutually acceptable position, in relation to a possible offer. RHIM remains committed to engaging constructively with the Board of Vesuvius with a view to agreeing the terms of a recommended transaction.

There can be no certainty that any firm offer for Vesuvius will be made.

A further announcement will be made as and when appropriate.

Barclays Bank PLC and Peel Hunt LLP are also acting as financial advisers and corporate brokers to RHIM.

White & Case LLP is acting as legal adviser to RHIM.

Rule 2.9 disclosure

The ISIN reference number for RHIM’s ordinary shares is NL0012650360.

RHIM’s LEI Number is 724500UWG6A61XNA3Y36.