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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Invitation
to the shareholders' meeting

This is to invite our shareholders to
the 37th ordinary shareholders' meeting of RHI AG,
which will be held on Wednesday, 4 May 2016, at 10 a.m.
at the Haus der Industrie, 1030 Vienna, Schwarzenbergplatz 4.

ISIN AT0000676903

Agenda

1. Presentation of the annual financial statements including the
management report, the proposal for appropriation of profit, the
corporate governance report, the report made by the Supervisory Board
for the financial year 2015, the consolidated financial statements
for 2015 and the group management report for the financial year 2015.
2. Resolution on appropriation of the net profit for the year. 3.
Resolution on approval of the actions of the Management Board members
for the financial year 2015. 4. Resolution on approval of the
actions of the Supervisory Board members for the financial year 2015.
5. Election of the auditor and group auditor for the financial
year 2016. 6. Resolution on remuneration of the Supervisory Board
members for the financial year 2015.

7. Elections to the Supervisory Board
8. Resolution on the authorization of the Management Board
(a) to acquire treasury shares as defined in Section 65 (1) No. 4, (1a) and

(1b) of the Austrian Stock Corporations Act [Aktiengesetz/AktG] both
via the stock exchange and over the counter in the amount of up to
12,000 no-par value shares, including by exclusion of the pro-rata
right of disposal which may result from such an acquisition (reversed
exclusion of subscription right), (b) to resolve for the purpose
of disposal, pursuant to Section 65 (1b)AktG, on a way to dispose of
them other than via the stock exchange or a public offering by
applying the regulations on exclusion of subscription right of the
shareholdersmutatis mutandis. 9. Resolution on the amendment to
Article 8 (1) 1st sentence of the Articles of Association.

DOCUMENTS FOR THE SHAREHOLDERS' MEETING

In particular the following documents will be available on the
Company's website at www.rhi-ag.comunder Investor Relations,
Shareholders' Meeting 2016, by13 April 2016.

* annual financial statements including management report, *
corporate governance report, * consolidated financial statements
including group management report, * proposal for appropriation of
the profit, * report of the Supervisory Board, each for the
financial year 2015; * proposals for resolutions on items 2 to 9 on
the agenda, * report of the Management Board as defined in Section 65
(1b) AktG in conjunction with Section 170 (2) AktG and Section 153
(4), 2nd sentence AktG on item 8 on the agenda, * statements of the
candidates for election to the Supervisory Board regarding item 7
on the agenda as defined in Section 87 (2) AktG, including curriculum
vitae, * form for granting proxy, * form for revocation of proxy, *
full text of this invitation to the shareholders' meeting.

INFORMATION ABOUT THE SHAREHOLDERS' RIGHTS AS DEFINED IN SECTIONS
109, 110, 118 AND 119 AKTG

Amendment to the agenda by shareholders

Shareholders whose shares collectively account for 5% of the
registered capital and who have held those shares for at least three
months prior to the motion may request in writing that additional
items be included in the agenda of this shareholders' meeting and
that they be published, provided that the request is received in
writing by the Company exclusively at the address 1100 Vienna,
Wienerbergstrasse 9, Attn. Mr. Robert Ranftler, Head of Legal &
Compliance by 13 April 2016. With every item so requested to be
included in the agenda a proposal for a resolution including a
statement of the reasons must be enclosed. The shareholder status
shall be evidenced by presentation of a deposit receipt as defined in
Section 10a AktG which certifies that the requesting shareholders
have held their shares for at least three months prior to the motion
and such evidence must not be older than seven days at the time of
presentation to the Company. As regards the other deposit receipt
requirements reference is made to the information about the right to
attend shareholders' meetings.

Shareholders' proposals for resolutions regarding the agenda

Shareholders whose shares collectively account for 1% of the
registered capitalmay submitproposals for resolutionincluding a
statement of the reasons regarding any item on the agenda in text
format and may request that such proposals including the statement of
the reasons be made available on the Company's website, provided that
such request in text format is received by the Company by25 April
2016either by fax at +43 50213 6281 or at the address 1100 Vienna,
Wienerbergstrasse 9, Attn. Mr. Robert Ranftler, Head of Legal &
Compliance, or by email to robert.ranftler@rhi-ag.com, with such
request to be attached in text format to the email message, for
example as a PDF file. In the case of aproposal for election of a
Supervisory Board membera statement of the proposed person as defined
in Section 87 (2)AktGshall replace the statement of reasons. The
shareholder status enabling a person to exercise this shareholder
right must be evidenced by presenting a deposit receipt as defined in
Section 10aAktGwhich must not be older than seven days at the time of
presentation to the Company. As regards the other deposit receipt
requirements reference is made to the information about the right to
attend shareholders' meetings.

Right to information

At the shareholders' meeting any shareholder shall, upon request, be
informed about Company matters to the extent that such information is
required for proper assessment of an item on the agenda.

Such information may be denied if, according to the reasonable
judgement of an entrepreneur, disclosure of the same might cause a
material disadvantage to the Company or an affiliated enterprise or
might be punishable.

For reasons of procedural economy please submit any questions the
answering of which will require an extended period of preparation in
text format to the Management Board timely before the shareholders'
meeting. Questions may be submitted to the Company by post addressed
to 1100 Vienna, Wienerbergstrasse 9, Attn. Mr. Robert Ranftler, Head
of Legal & Compliance, or by email to robert.ranftler@rhi-ag.com.

Motions at the shareholders' meeting

Irrespective of the number of shares s/he holds, any shareholder is
entitled to file motions at the shareholders' meeting with respect to
any item on the agenda. Pursuant to Section 110 AktGa motion of a
shareholder regarding election of a Supervisory Board member is,
however, subject to the mandatory requirement of timely transmission
of a proposal for resolution. Candidates for election to the
Supervisory Board (item 7 on the agenda) may only be proposed by
shareholders whose shares collectively account for at least 1% of the
registered capital. Such proposals for election must be received by
the Company in the manner described above by25 April 2016. A
statement of the proposed person as defined in Section 87
(2)AktGregarding his/her work-related qualification, professional or
similar positions and all circumstances that might cast doubt on
his/her impartiality must be attached to or enclosed with every
proposal for election.

Information on the website

More information on these shareholders' rights as defined in Sections
109, 110, 118 and 119 AktGare now available on the Company's website
atwww.rhi-ag.com.

EVIDENCE DATE AND ATTENDANCE AT THE SHAREHOLDERS' MEETING

The right to attend the shareholders' meeting and to exercise the
voting right and other shareholder rights, which must be claimed in
the shareholders' meeting, depends on the number of shares held at 24
April 2016, midnight (Evidence Date). Only persons who are
shareholders at the Evidence Date and provide evidence thereof to the
Company are entitled to attend the shareholders' meeting. The number
of shares held at the Evidence Date must be evidenced by presentation
of a deposit receipt as defined in Section 10a AktG, which must be
received by the Company by29 April 2016, exclusively at one of the
addresses stated below.

By post or RHI AG
courier service Legal & Compliance
Attn. Mr. Robert Ranftler
Wienerbergstrasse 9
1100 Vienna
By fax +43 (1) 8900 500- 52
By email anmeldung.rhi@hauptversammlung.at,
with the deposit receipt to be attached to the email
message in text format, e.g. as a PDF file
Via SWIFT GIBAATWGGMS; message type MT598; please ensure that
ISIN AT0000676903 is stated in the text

Deposit receipt as defined in Section 10a AktG

The deposit receipt must be issued by the bank keeping the securities
account, whose registered office shall be in a Member State of the
European Economic Area or in a Full Member State of the OECD, and
shall contain the following information:

* information on the issuer: name and address or a standard code used
for transactions between banks (BIC), * information on the
shareholder: name, address, date of birth in the case of
individuals, register and register number in the case of legal
entities, if applicable * information on the shares: number of
shares held by the shareholder, ISIN AT0000676903, * securities
account number or any other identification, * time to which the
deposit receipt refers.

Deposit receipts as evidence of the shareholding for attendance at
shareholders' meetings must refer to the Evidence Date stated above,
i.e. 24 April 2016. Deposit receipts will be accepted in German or
English.

REPRESENTATION BY PROXY

Any shareholder who is entitled to attend the shareholders' meeting
has the right to appoint a proxy, who shall attend the shareholders'
meeting on behalf of the shareholder and who shall have the same
rights as the shareholder s/he represents. A proxy must be granted to
a specific person (a natural or a legal person) in text format, and
also several persons may be granted proxy. The proxy shall be
submitted to the Company at one of the addresses stated below:

By post or RHI AG
courier service Legal & Compliance
Attn. Mr. Robert Ranftler
Wienerbergstrasse 9
1100 Vienna
By fax: +43 (1) 8900 500 - 52
By email: anmeldung.rhi@hauptversammlung.at with the proxy to be
attached to the email message in text format, e.g. as a
PDF file
Personally when registering for the shareholders' meeting
at the place of the shareholders' meeting

A proxy form and a form for revocation of proxy will be sent to you
upon request and are available on the Company's website at
www.rhi-ag.com. Unless the proxy is handed in personally at the time
of registration on the day of the shareholders' meeting, the proxy
must be received by the Company by 3 May 2016, 4 p.m. The above
regulations on the granting of proxy shall apply mutatis mutandis to
revocation of proxy. As a special service a representative of
Interessenverband der Anleger (Investor's Association), IVA, 1130
Vienna, Feldmühlgasse 22, will be available to the shareholders as an
independent proxy for exercise of voting rights at the shareholders'
meeting according to the shareholder's instructions for this purpose;
a special proxy form is available on the Company's website at
www.rhi-ag.com. In addition, Dr. Wilhelm Rasinger of IVA may be
contacted directly on +43 1 8763343-0 by phone, +43 1 8763343-49 by
fax or wilhelm.rasinger@iva.or.at by email.

TOTAL NUMBER OF SHARES AND VOTING RIGHTS

At the time the shareholders' meeting is convened the Company's
registered capital of EUR 289,376,212.84 is divided into 39,819,039
no-par-value shares. Every share entitles the holder to one vote. At
the time the shareholders' meeting is convened the Company holds no
treasury shares. It does not have any rights due to this fact.
Pursuant to Section 67 in conjunction with Section 262 (29)
AktG10,073 no-par value shares have been invalidated. The total
number of shares entitled to attend the meeting and to vote amounts
to 39.808.966 shares at the time the shareholders' meeting is
convened.

We kindly ask you to take into account the safety checks which will
be carried out and to have a valid official identity card ready at
the registration desk.

Admission for collection of voting cards will start at 9 a.m.

Vienna, April 2016

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