Statement re Possible Offer

Further to the announcement by Vesuvius, RHI Magnesita N.V. (“RHIM”) confirms that it is in advanced discussions with the Board of Vesuvius regarding a possible recommended cash and share offer for the entire issued and to be issued share capital of Vesuvius (the "Proposal").

On 29 September 2025, RHIM approached Vesuvius with its first non-binding Proposal (the “Initial Proposal”) regarding an offer of 448 pence per share, which was rejected by the Board of Vesuvius. Since then, RHIM has made a series of revised non-binding Proposals, all of which were rejected. A revised Proposal was made on 27 August 2026 (the “Latest Proposal”), which is currently being considered by the Board of Vesuvius.

Under the terms of the Latest Proposal, Vesuvius shareholders would receive:

470 pence per Vesuvius share in cash (“Cash Consideration”); and

approximately 0.028 new RHIM shares for every Vesuvius share (“Share Consideration”).

Based on the RHIM share price as of 28 September 2026 (being the last business day prior to the commencement of the offer period), the Latest Proposal values each Vesuvius share at 549 pence per Vesuvius share (the “Headline Value”).

RHIM would make a mix and match facility available to Vesuvius shareholders in order to provide flexibility by enabling them to elect to vary the proportions in which they receive Cash Consideration and Share Consideration.

In addition, Vesuvius shareholders on the register at the record date of 4 September 2026 will be entitled to receive and retain the 2026 interim dividend of 7.1 pence per share (the “2026 Interim Dividend”), payable on 8 October 2026, without any reduction to the Headline Value.

Vesuvius shareholders would receive approximately 7.1 million new RHIM shares in aggregate and hold approximately 13 per cent of the enlarged share capital of RHIM following completion of the transaction.

The Headline Value represents:

a premium of approximately 47 per cent to the closing share price on 28 September 2026;

a premium of approximately 48 per cent to the 1-month VWAP ending 28 September 2026;

a premium of approximately 38 per cent to the 3-month VWAP ending 28 September 2026;

a premium of approximately 47 per cent to the closing share price on 28 September 2025 (being the last business day prior to the submission of the Initial Proposal); and

an increase of approximately 23 per cent compared to the Initial Proposal.

The Cash Consideration in relation to the Latest Proposal will be funded through new debt facilities.

RHIM believes that the combination of RHIM and Vesuvius would create a global leader in refractory and flow-control solutions, with enhanced scale, resilience and growth opportunities. The combined business would offer a compelling proposition for customers, be well positioned to navigate macroeconomic volatility and generate substantial and sustainable value for shareholders. The value creation will be underpinned by meaningful earnings per share accretion, driven by significant synergies, and a continued commitment to the current RHIM dividend alongside rapid deleveraging. RHIM has carried out a significant amount of preparation to date in respect of the Proposal, including in relation to the necessary financing arrangements and the necessary regulatory clearances.

Discussions remain ongoing between the Boards of RHIM and Vesuvius, but there can be no certainty that a firm offer will ultimately be made.

Vesuvius’s largest shareholder, Cevian Capital II Master Fund L.P. (“Cevian”), is supportive of the Latest Proposal if recommended by the Board of Vesuvius and has signed an irrevocable undertaking in respect of its entire shareholding in Vesuvius, being 57,249,896 ordinary shares, representing approximately 23 per cent of Vesuvius’s issued ordinary share capital (excluding shares held in treasury), to vote in favour (or procure the vote in favour) of a scheme of arrangement, or to accept a takeover offer made by RHIM on the terms described in this announcement, in respect of a recommended offer (the “Irrevocable Undertaking”). The Irrevocable Undertaking also includes all Vesuvius shares and any other Vesuvius securities in which Cevian may become interested following the date of the Irrevocable Undertaking. Further detail regarding the Irrevocable Undertaking is outlined in Appendix A.

RHIM’s Board of Directors is unanimously supportive of the Proposal, as are RHIM’s largest shareholders, MSP Stiftung and investment funds affiliated with Rhône.

In accordance with Rule 2.6(a) of the Code, RHIM is required, by no later than 5.00 pm on 27 October 2026, either to announce a firm intention to make an offer for Vesuvius in accordance with Rule 2.7 of the Code or to 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. This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.5(a) of the Code, RHIM reserves the right to make an offer for Vesuvius at a lower value and/or on less favourable terms than those described in this announcement: (a) with the agreement or recommendation of the Board of Vesuvius; (b) if a third party announces a possible offer or firm intention to make an offer for Vesuvius on less favourable terms than the Latest Proposal; or (c) following the announcement by Vesuvius of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). If after the date of this announcement Vesuvius declares, makes or pays any dividend or distribution or other return of capital to its shareholders other than, or in an amount in excess of, the 2026 Interim Dividend, RHIM will make a reduction to the terms of the Proposal in the amount of such additional distribution or the excess over the 2026 Interim Dividend, as appropriate. RHIM reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration in any offer.

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.

Appendix A

The Irrevocable Undertaking will cease to have effect if:

a recommended Rule 2.7 announcement in respect of the Proposal (the “Announcement”) is not released on or before 5.00 p.m. on 31 October 2026 or such later date or time as may be agreed between RHIM and Cevian;

the scheme circular or offer document is not dispatched to Vesuvius shareholders within 28 days from the date of the Announcement, or such later time as may be agreed by the Takeover Panel;

RHIM announces that it does not intend to make or proceed with the acquisition of Vesuvius;

the Scheme or Offer (as applicable) lapses or is withdrawn in accordance with its terms and RHIM publicly confirms that it does not intend to proceed with the acquisition of Vesuvius;

any competing offer for the entire issued and to be issued share capital of Vesuvius is made, which becomes or is declared unconditional or otherwise becomes effective; or

the acquisition of Vesuvius by RHIM has not become effective or become or declared unconditional by the Long Stop Date (as defined in the Rule 2.7 announcement, if any).

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.

Rule 2.4 information

In accordance with Rule 2.4(c)(iii) of the Code, RHIM confirms that it is not aware of any dealings in Vesuvius shares that would require it to offer a minimum level, or a particular form, of consideration under Rule 6 or Rule 11 of the Code. However, it has not been practicable for RHIM to make enquiries of all persons acting in concert with it prior to the date of this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any such details are identified following such enquiries, RHIM shall make an announcement disclosing such details as soon as practicable, and in any event by no later than the time it is required to make its Opening Position Disclosure under Rule 8.1 of the Code.

Rule 2.9 disclosure

The International Securities Identification Number for RHIM’s ordinary shares is NL0012650360.