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
35th Annual General Meeting of RHI AG
on Friday, May 9, 2014, at 10.00 a.m.,
at Haus der Industrie, 1030 Vienna, Schwarzenbergplatz 4.

ISIN AT0000676903

Agenda

1. Presentation of the financial statements including the management
report, of the Corporate Governance report and the report of the
Supervisory Board for the financial year 2013 as well as of the
consolidated financial statements 2013 and the group management
report for the financial year 2013. 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 2013.
4. Resolution on the acceptance of the report of the members of the
Supervisory Board for the financial year 2013. 5. Appointment of the
auditor of the financial statements and the consolidated financial
statements for the financial year 2014. 6. Resolution on the
remuneration of the members of the Supervisory Board for the
financial year 2013. 7. Election of a member 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).

DOCUMENTS FOR THE GENERAL MEETING

Especially the following documents will be available for inspection
by April 18, 2014, on the website of the company at www.rhi-ag.com,
under the section Investor Relations, Annual General Meeting 2014,
and will also be available at the General Meeting: - Annual financial
statements and management report - Corporate Governance report, -
Consolidated financial statements including the group management
report - Proposal for the allocation of the accumulated profit, -
Report of the Supervisory Board, Each of the above for the financial
year 2013; - Draft resolutions on agenda items 2 - 8, - Statement of
the candidate for the election to the Supervisory Board regarding
agenda item 7 in accordance with § 87 para. 2 AktG including a CV, -
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

Supplementation of the agenda by shareholders

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 General Meeting and published, if
the Company receives this request in writing by April 18, 2014,
exclusively at the address 1100 Vienna, Wienerbergstraße 9, Attn. Mr.
Robert Ranftler, Head of Legal & Compliance. Each agenda item thus
requested has to be accompanied by a draft resolution and a
justification. Proof of the shareholder status has to be furnished by
means of 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. Regarding further requirements for the deposit confirmation
refer to the details on eligibility.

Draft resolutions proposed by shareholders for inclusion on the
agenda

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, be published on the website of the
Company, provided that this request in text form arrives at the
Company on April 29, 2014 at the latest, either per fax + 43 (1)
50213 6281 or at 1100 Vienna, Wienerbergstraße 9, Attn. Mr. Robert
Ranftler, Head of Legal & Compliance, or by e-mail at
robert.ranftler@rhi-ag.com. 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 in accordance with §
87 para. 2 AktG of the person proposed. Proof of the shareholder
status required to exercise such shareholder right has to be
furnished by means of a deposit confirmation in accordance with § 10a
AktG which must not be older than seven days when presented to the
Company. Regarding further requirements for the deposit confirmation
refer to the details on eligibility.

Right to receive information

At the General Meeting, 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 sent to the Management Board in
text form in time before the General Meeting in order to ensure an
efficient session. Such questions can be sent to the Company by post,
addressed to 1100 Vienna, Wienerbergstraße 9, Attn. Mr. Robert
Ranftler, Head of Legal & Compliance, or by e-mail to
robert.ranftler@rhi-ag.com.

Motions at the General Meeting

Every shareholder - regardless of a specific number of shares - is
entitled to make motions regarding each agenda item at the General
Meeting. But a motion by a shareholder for the election of a
Supervisory Board member mandatorily requires that the draft
resolution proposed be sent in time in accordance with § 110 AktG.
Persons standing for election to the Supervisory Board (Agenda item
7) 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 29, 2014 in the manner described
above. Any proposal for election must be accompanied by a statement
in accordance with § 87 para. 2 AktG of the person proposed
concerning his or her expert qualification, his or her professional
or similar functions and all circumstances that could give rise to
cause for concern of partiality.

Information provided on the website

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 GENERAL MEETING

The eligibility to participate in the General Meeting and to exercise
the voting rights and other shareholder rights to be exercised at the
General Meeting, are conditional on the shareholdings at the end of
April 29, 2014 (record date). Only persons who are shareholders on
this record date and provide evidence of it are eligible to
participate in the General Meeting. A deposit confirmation in
accordance with § 10a AktG is required as evidence of shareholding on
the record date. This deposit confirmation must be received by the
Company at the latest on May 6, 2014 at one of the following
addresses only.

By post or courier RHI AG
Investor Relations
Attn. Mr. Simon Kuchelbacher
Wienerbergstraße 9
1100 Vienna
By fax: +43 (1) 8900 500 - 52
By e-mail: anmeldung.rhi@hauptversammlung.at; the deposit confirmation in text
form, for example as a PDF, must be attached to the e-mail.
By SWIFT: GIBAATWGGMS - Message Type MT598; always specify ISIN AT0000676903
in the text

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 (BIC),

- 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 required to
participate in the General Meeting must refer to the above-mentioned
record date April 29, 2014. The deposit confirmation will be accepted
in German or English.

REPRESENTATION BY PROXY

All shareholders eligible to participate in the General Meeting have
the right to appoint a representative (proxy) who attends the 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 or courier RHI AG
Investor Relations
Attn. Mr. Simon Kuchelbacher
Wienerbergstraße 9
1100 Vienna
By fax: +43 (1) 8900 500 - 52
By e-mail: anmeldung.rhi@hauptversammlung.at; 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 General Meeting.

An authorization form for 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 General Meeting, it must arrive at the Company by May 8, 2014 by
4.00 p.m. 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 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
wilhelm.rasinger@iva.or.at.

TOTAL NUMBER OF SHARES AND VOTING RIGHTS

At the time the General Meeting is convened the share capital of the
Company in the amount of EUR 289,376,212.84 is divided into
39,819,039 no-par shares. Each share grants one vote. At the time of
convening the General Meeting, the Company holds no treasury shares.
It can derive no rights therefrom. 10,127 no-par shares have been
invalidated in accordance with § 67 in connection with § 262 para. 29
AktG. The total of shares eligible to participate and vote amounts to
39,808,912 at the time of convening the General Meeting. In order to
ensure smooth registration procedures shareholders are requested to
arrive for the General Meeting in time before its beginning.
Shareholders will be admitted to collect voting cards from 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 General Meeting.

Vienna, April 2014

The Management Board

Further inquiry note:
RHI AG
Investor Relations
Mag. Simon Kuchelbacher
Tel: +43-1-50213-6676
Email: simon.kuchelbacher@rhi-ag.com

end of announcement euro adhoc
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issuer: RHI AG
Wienerbergstrasse 9
A-1100 Wien
phone: +43 (0)50213-6676
FAX: +43 (0)50213-6130
mail: rhi@rhi-ag.com
WWW: http://www.rhi-ag.com
sector: Refractories
ISIN: AT0000676903
indexes: ATX Prime, ATX
stockmarkets: official market: Wien
language: English