RHI Magnesita N.V.
("RHI Magnesita" or the "Company")
Result of the Annual General Meeting 2023 ("AGM")
Following the AGM held today, 24 May 2023, RHI Magnesita announces that each of the voting resolutions set out in the Notice of Meeting to Shareholders, dated 12 April 2023, were passed by the requisite majority. A poll was held on each of the resolutions proposed. The results of the poll, incorporating proxy votes lodged in advance of the meeting, are set out below:
| Resolutions | Votes for | % of votes cast | Votes against | % of votes cast | Total votes validly cast | Total votes cast as a % of the relevant shares in issue | Number of votes withheld |
| Resolution 3 To adopt the annual accounts for the financial year ended 31 December 2022 | 36,135,258
| 99.98
| 7,021
| 0.02
|
36,262,449
|
77.13%
|
120,170
|
| Resolution 4 To declare a final dividend of €1.10 per share for the financial year ended 31 December 2022 | 36,261,949
| 100.00
| 500
| 0.00
| 36,262,449
| 77.13%
| 0
|
| Resolution 5 To release the directors from liability for the exercise of their respective duties during the financial year 2022 | 36,194,375
| 99.98
|
7,021
| 0.02
| 36,262,449
| 77.13%
|
61,053
|
| Resolution 6. a. To re-elect S. Borgas | 35,260,175
| 97.24
| 1,001,874
| 2.76
| 36,262,449
| 77.13%
| 400
|
| Resolution 6. b. To re-elect I. Botha | 35,967,999
| 99.19
| 294,050
| 0.81
| 36,262,449
| 77.13%
| 400
|
| Resolution 7. a. To re-elect H. Cordt | 31,107,981
| 85.83
| 5,133,725
| 14.17
| 36,262,449
| 77.13%
| 20,743
|
| Resolution 7. b. To re-elect J. Ramsay | 35,681,549
| 98.40
| 580,500
| 1.60
| 36,262,449
| 77.13%
| 400
|
| Resolution 7. c. To re-elect J Ashdown | 36,028,965
| 99.54
| 166,242
| 0.46
| 36,262,449
| 77.13%
| 67,242
|
| Resolution 7. d. To re-elect D. Schlaff | 34,964,196
| 96.42
| 1,297,853
| 3.58
| 36,262,449
| 77.13%
| 400
|
| Resolution 7. e. To re-elect S.O.L.B Prinz zu Sayn-Wittgenstein- Berleburg | 34,964,196
| 96.42
| 1,297,853
| 3.58
| 36,262,449
| 77.13%
| 400
|
| Resolution 7. f. To re-elect J. Brown | 36,215,056
| 99.87
| 46,993
| 0.13
| 36,262,449
| 77.13%
| 400
|
| Resolution 7. g. To re-elect K. Sevelda | 35,898,979
| 99.00
| 363,070
| 1.00
| 36,262,449
| 77.13%
| 400
|
| Resolution 7. h. To re-elect M-H. Ametsreiter | 36,216,266
| 99.87
| 45,783
| 0.13
| 36,262,449
| 77.13%
| 400
|
| Resolution 7. i. To re-elect W. Ruttenstorfer | 32,847,071
| 90.58
| 3,414,978
| 9.42
| 36,262,449
| 77.13%
| 400
|
| Resolution 8 To re-appoint PricewaterhouseCoopers Accountants N.V. as the Company´s auditor for the financial year 2023 | 36,194,561
| 100.00
| 746
| 0.00
| 36,262,449
| 77.13%
| 67,142
|
| Resolution 9 To approve, as an advisory vote, the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the period ended 31 December 2022 | 35,339,783
| 97.57
| 881,190
| 2.43
| 36,262,449
| 77.13%
| 41,476
|
| Resolution 10 To establish the proposed remuneration of the Non-Executive Directors | 36,261,485
| 100.00
| 964
| 0.00
| 36,262,449
| 77.13%
| 0
|
| Resolution 11 To amend the Articles of Association of the Company | 31,827,589
| 87.77
| 4,434,860
| 12.23
| 36,262,449
| 77.13%
| 0 |
| Resolution 12 To approve the adoption and operation of the RHI Magnesita Long Term Incentive Plan | 35,935,686
| 99.10
| 326,763
| 0.90
| 36,262,449
| 77.13%
| 0 |
| Resolution 13 Authority to issue ordinary shares or grant rights to acquire ordinary shares | 35,966,064
| 99.18
| 296,385
| 0.82
| 36,262,449
| 77.13%
| 0 |
| Resolution 14 Limited disapplication of pre-emption rights. | 34,865,250
| 96.15
| 1,394,409
| 3.85
| 36,262,449
| 77.13%
| 2,790
|
| Resolution 15 Authority to limit or exclude pre-emptive rights | 34,702,541
| 95.71
| 1,557,208
| 4.29
| 36,262,449
| 77.13%
| 2,700
|
| Resolution 16 Authority to acquire shares in the Company or depositary receipts of such shares. | 36,187,197
| 99.81
| 67,588
| 0.19
| 36,262,449
| 77.13%
| 7,664
|
| Resolution 17 Authority to cancel any or all shares held in treasury or to be acquired | 36,261,803
| 100.00
| 646
| 0.00
| 36,262,449
| 77.13%
| 0
|
Notes:
1. Resolutions 1 and 2 were non-voting resolutions and are therefore not included in the table above.
2. The total voting rights of the Company on the day on which shareholders had to be on the register in order to be eligible to vote was 47,017,695.
3. A "Vote withheld" is not a vote in law and is not counted in the calculation of the % of shares voted "For" or "Against" a resolution.
4. In accordance with LR 9.6.2, copies of any resolutions passed as special business will be submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
5. These results will also shortly be available on the Company's website at https://ir.rhimagnesita.com/
For further enquiries, please contact:
Sally Caswell, Company Secretary
Tel: +43 699 1870 6345
E-mail: sally.caswell@rhimagnesita.com
Chris Bucknall, Head of Investor Relations
Tel: +43 699 1870 6490
E‐mail: chris.bucknall@rhimagnesita.com
About RHI Magnesita
RHI Magnesita is the leading global supplier of high-grade refractory products, systems and solutions which are critical for high-temperature processes exceeding 1,200°C in a wide range of industries, including steel, cement, non-ferrous metals and glass. With a vertically integrated value chain, from raw materials to refractory products and full performance-based solutions, RHI Magnesita serves customers around the world, with around 13,500 employees in 33 main production sites and more than 70 sales offices. RHI Magnesita intends to leverage its leadership in terms of revenue, scale, product portfolio and diversified geographic presence to target strategically those countries and regions benefitting from more dynamic economic growth prospects.
The Group maintains a premium listing on the Official list of the London Stock Exchange (symbol: RHIM) and is a constituent of the FTSE 250 index, with a secondary listing on the prime segment of the Vienna Stock Exchange (Wiener Börse). For more information please visit: www.rhimagnesita.com.
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