EANS-General Meeting: RHI AG / Invitation to the General Meeting

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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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Convening notice

We hereby invite our shareholders to the 33rd Annual General Meeting of RHI AG
on Thursday, May 3, 2012, at 10.00 a.m., at Haus der Industrie, 1030 Vienna,
Schwarzenbergplatz 4.

ISIN AT0000676903

Agenda

1. Presentation of the approved annual financial statements and
consolidated financial statements 2011 and notes, as well as the
management report, the group management report, the Corporate
Governance report and the report of the Supervisory Board on the
financial year 2011.
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 2011.
4. Resolution on the acceptance of the report of the members of the
Supervisory Board for the financial year 2011.
5. Appointment of the auditor of the financial statements and the
consolidated financial statements for the financial year 2012.
6. Resolution on the remuneration of the members of the Supervisory
Board for the financial year 2011.
7. Elections to the Supervisory Board.
8. Resolution on the authorization of the company to acquire treasury
shares in accordance with § 65 para.1 (4) AktG (continuation of the
employee stock ownership plan 4+1).
9. Resolution on amendments to the articles of association.

DOCUMENTS FOR THE ANNUAL GENERAL MEETING
Especially the following documents will be available for inspection by April 12,
2012, on the website of the company www.rhi-ag.com, under the section Investor
Relations, Annual General Meeting 2012, and will also be available at the Annual
General Meeting:

• Annual financial statements and management report
• Corporate Governance report,
• Consolidated financial statements including the management report
• Proposal for the allocation of the accumulated profit,
• Report of the Supervisory Board,
Each of the above for the financial year 2011;
• Draft resolutions on agenda items 2 - 9,
• Statement of the candidates for the election to the Supervisory
Board regarding agenda item 7 in accordance with § 87 para. 2 AktG,
• Articles of association including indication of the proposed
amendments
• 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
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
Annual General Meeting and published, if the Company receives this request is in
writing by April 12, 2012, exclusively at the address 1100 Vienna,
Wienerbergstraße 9, Attn. Ms. G. Célia Konrad, Esq., General Counsel/Head of
Legal Dept. Each agenda item thus requested has to be accompanied by a draft
resolution and a justification. In case of bearer shares held in deposits, 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, shall suffice to prove the shareholder status.
Regarding further requirements for the deposit confirmation refer to the details
on eligibility.

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 and, if
applicable, a statement by the Management Board or Supervisory Board, be
published on the website of the Company, provided that this request in text form
arrives at the Company on April 20, 2012 at the latest, either per fax +43 (1)
50213 6281 or at 1100 Vienna, Wienerbergstraße 9, Attn. Ms. G. Célia Konrad,
Esq., General Counsel/Head of Legal Dept., or per e-mail at
[email protected]. The request in text form, for example in PDF
format, must be attached to the e-mail. In the case of a proposal regarding the
election of a Supervisory Board member the justification shall be replaced with
a statement of the person proposed in accordance with § 87 para. 2 AktG. In the
case of bearer shares held in a deposit, a deposit confirmation in accordance
with§ 10a AktG is sufficient as evidence of the shareholder status required to
exercise this shareholder right. This deposit confirmation shall not be older
than seven days when presented to the Company. Regarding further requirements
for the deposit confirmation refer to the details on eligibility.

For bearer shares not deposited in a securities account, a written confirmation
by a notary public, to which the above requirements for a deposit confirmation
are applicable mutatis mutandis, shall be sufficient.
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 submitted to the
Management Board in time before the Annual General Meeting in order to ensure an
efficient session.

Every shareholder - regardless of a specific number of shares - is entitled to
make motions regarding each agenda item at the annual general meeting. Persons
standing for election to the Supervisory Board (Agenda item 7: "Elections to the
Supervisory Board") may only be proposed by shareholders whose combined
shareholdings amount to at least 1% of the share capital. Such proposals must be
submitted to the Company by April 20, 2012 in the manner described above.
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 ANNUAL GENERAL MEETING
The eligibility to participate in the Annual General Meeting and to exercise the
voting rights and other shareholder rights to be exercised at the Annual General
Meeting, are conditional on the shareholdings at the end of April 22, 2012
(record date).
Only persons who are shareholders on this record date and provide evidence of it
are eligible to participate in the Annual General Meeting.

Bearer shares held in a deposit
In the case of bearer shares held in a deposit, a deposit confirmation in
accordance with § 10a AktG is sufficient as evidence of shareholding on the
record date. This deposit confirmation must be received by the Company at the
latest on April 27, 2012 at one of the following addresses only.

By post RHI AG
in written form) Investor Relations
Attn. Ms. Barbara Potisk-Eibensteiner
Wienerbergstraße 9
1100 Vienna
By fax: +43 (1) 8900 500 - 52
By e-mail: [email protected]; the deposit
confirmation in text form, for example as a PDF, must be
attached to the e-mail.

RHI AG will not accept deposit confirmations and declarations in accordance with
§ 114 Para. 1 fourth sentence AktG via an international, especially secure
communications network (SWIFT) as other electronic ways of communication (fax
and e-mail) will be opened instead. This is the case because RHI AG offered
SWIFT as an electronic means of communication for the two preceding Annual
General Meetings, but the depository banks did not make significant use of it.

Bearer shares not held in a deposit
For bearer shares not held in a deposit, a written confirmation by an Austrian
notary public, which the Company must receive at one of the aforementioned
addresses only, is sufficient.
For the content of the confirmation by the notary public, the following shall be
applicable mutatis mutandis (except the deposit number).
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,
• 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 must refer to the
above-mentioned record date April 22, 2012.
The deposit confirmation will be accepted in German or English.
Shareholders will not be blocked by a registration for the Annual General
Meeting or by submitting a deposit confirmation; therefore, shareholders may
dispose freely of their shares after having registered for the Annual General
Meeting or having submitted a deposit confirmation.

REPRESENTATION BY PROXY
All shareholders eligible to participate in the Annual General Meeting have the
right to appoint a representative (proxy) who attends the Annual 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 RHI AG
(in written form) Investor Relations
Attn. Ms Barbara Potisk-Eibensteiner
Wienerbergstraße 9
1100 Vienna
By fax: +43 (1) 8900 500 - 52
By e-mail: [email protected]; 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 Annual
General Meeting.

An authorization form for a 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 Annual General Meeting, it must arrive at the Company by May 02,
2012 by 16.00 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 Annual 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. Wilhelm G. Rasinger of IVA can be contacted directly by phone +43
1 8763343-0, fax +43 1 8763343-49 or e-mail at [email protected].

TOTAL NUMBER OF SHARES AND INTERIM CERTIFICATES
At the time the Annual General Meeting is convened the share capital of the
Company amounts to EUR 289,376,212.84 divided into 39,819,039 no-par bearer
shares (shares). Each share grants one vote. At the time of convening the Annual
General Meeting, the Company holds no treasury shares, neither directly nor
indirectly. The total of shares eligible to participate and vote therefore
amounts to 39,819,039 no-par shares at the time of convening the Annual General
Meeting. There are no other types of shares.
In order to ensure smooth registration procedures shareholders are requested to
arrive at the location of the Annual General Meeting in time before its
beginning. Shareholders will be admitted to collect voting cards starting at
9:00 a.m.

Shareholders who neither received admission cards nor copies of the deposit
confirmation are kindly requested to bring a valid official identity document to
the Annual General Meeting.

Vienna, April 2012

The Management Board

Further inquiry note:
RHI AG
Investor Relations
Mag. Simon Kuchelbacher
Tel: +43-1-50213-6123
Email: [email protected]
end of announcement euro adhoc
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issuer: RHI AG
Wienerbergstrasse 9
A-1100 Wien
phone: +43 (0)50213-6123
FAX: +43 (0)50213-6130
mail: [email protected]
WWW: http://www.rhi-ag.com
sector: Refractories
ISIN: AT0000676903
indexes: ATX Prime, ATX
stockmarkets: official market: Wien
language: English

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