Response to Media Speculation

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH FIRM OFFER WILL BE MADE.

Vesuvius plc

Response to Media Speculation

The Board of Vesuvius plc (“Vesuvius” or the “Company”) notes the recent media speculation and confirms that since September 2025, it has received a series of unsolicited non-binding indicative proposals from RHI Magnesita N.V. (“RHI”) relating to its possible offer for the entire issued and to be issued share capital of the Company.

Latest proposal

On 27 August 2026, Vesuvius received the latest proposal from RHI (the “Latest Proposal”), comprising:

470 pence per ordinary share in cash; and

0.28 new RHI shares for every 10 Vesuvius shares.

Based on the RHI 1-month VWAP as of 27 August 2026, the date of the Latest Proposal, the Latest Proposal has a total value of 551 pence per Vesuvius share and Vesuvius shareholders would receive approximately 7.1 million new RHI shares and own approximately 13% of the enlarged share capital of RHI following completion of the proposed transaction.

The Latest Proposal includes the right to receive the interim dividend declared by Vesuvius of 7.1 pence per Vesuvius share, whether paid prior to or following a firm offer announcement by RHI for Vesuvius, without any reduction in the value of the Latest Proposal.

Vesuvius notes that on 27 August 2026 Cevian Capital AB (“Cevian”) provided RHI with an irrevocable undertaking in support of a recommended offer for Vesuvius by RHI on the financial terms of the Latest Proposal. Cevian has been a shareholder of the Company since 2012 and has nominated a director who is appointed by the Company to the Board of Vesuvius. The Company appreciates Cevian’s commitment and engagement during this time and remains focused on the interests of and delivering maximum value for all shareholders.

The Board of Vesuvius is evaluating the Latest Proposal carefully, including the financial terms and execution risk associated with the proposed transaction, together with its financial and legal advisers, and a further announcement will be made as appropriate.

Previous proposals

The Latest Proposal is the most recent in a series of proposals submitted by RHI, each of which, including the financial terms and execution risk, were carefully evaluated by the Board of Vesuvius, together with its financial and legal advisers, and unanimously rejected. The first unsolicited proposal regarding a cash offer was received from RHI at 448 pence per Vesuvius share on 29 September 2025. A series of further proposals from RHI followed through October, November and December 2025.

On 17 March 2026, Vesuvius received an all-cash proposal (“March Proposal”) from RHI at a total cash value of 550 pence per Vesuvius share. Following the March Proposal, the Board granted RHI access to information to undertake confirmatory due diligence.

On 23 June 2026, Vesuvius received a further proposal (“June Proposal”) from RHI, replacing c.17% of the cash consideration proposed under the March Proposal with new RHI shares. The June Proposal had a total value of 550 pence per Vesuvius share, comprising:

454 pence per ordinary share in cash; and

96 pence per ordinary share to be satisfied by the issue of new RHI shares, up to a maximum of 9.5 million RHI shares, representing approximately 20% of RHI’s issued shared capital at the date of the June Proposal. Any shortfall in headline value would be paid through additional cash consideration.

Additionally, both the March and June Proposals provided that:

the right to receive the final dividend for the 2025 financial year of 16.5 pence, which was paid on 6 July 2026, without any reduction in the value of such proposal; and

in the event that the transaction did not close by the date 15 months from the firm offer announcement (the “Agreed Date”), RHI will compensate Vesuvius shareholders for any such delay with an additional consideration of 2 pence per Vesuvius share payable for each month of delay beyond the Agreed Date, up to a maximum of three months. This additional amount was not included in the Latest Proposal.

The Board of Vesuvius, alongside its financial and legal advisers, carefully evaluated the June Proposal and unanimously rejected it on 29 June 2026.

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

A further announcement will be made if and when appropriate.

At this time, shareholders are advised to take no action.

In accordance with Rule 2.6(a) of the Code, the Company announces that by not later than 5pm (London time) on 27 October 2026 (being 28 days after today’s date), RHI must either announce a firm intention to make an offer for Vesuvius under Rule 2.7 of the Code or announce that it does not intend to make such an offer in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

For the purposes of Rule 2.5(a) of the Code, this announcement has been made by Vesuvius without the prior agreement or approval of RHI.

Notice related to advisers

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as joint financial adviser and corporate broker to Vesuvius and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Vesuvius for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

Linklaters LLP is acting as legal adviser to Vesuvius.

Rule 26.1 disclosure

Rule 2.9 Information

The International Securities Identification Number for Vesuvius’s ordinary shares is GB00B82YXW83.

The Legal Entity Identifier for Vesuvius is 213800ORZ521W585SY02.

Additional Information