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
34th Annual General Meeting of RHI AG
on Friday, May 3, 2013, 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 2012 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 2012.
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 2012.
4. Resolution on the acceptance of the report of the members of the
Supervisory Board for the financial year 2012.
5. Appointment of the auditor of the financial statements and the
consolidated financial statements for the financial year 2013.
6. Resolution on the remuneration of the members of the Supervisory Board for
the financial year 2012.
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).

Documents for the annual general meeting

Especially the following documents will be available for inspection by April
12,2013, on the website of the companywww.rhi-ag.com, under the section Investor
Relations, Annual General Meeting 2013, and will also be available at the Annual
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 2012;
· Draft resolutions on agenda items 2 - 8,
· Statement of the candidates for the election to the Supervisory Board
regarding agenda item 7 in accordance with § 87 para. 2 AktG,
· 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 in writing by April
12, 2013, exclusively at the address 1100 Vienna, Wienerbergstraße 9,
Attn. Mr. Robert Ranftler, Legal Dept. 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 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.
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 23, 2013at the latest, either per fax + 43(1)50213
6281 or at 1100 Vienna, Wienerbergstraße 9, Attn. Mr. Robert
Ranftler, Legal Dept., 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 of the person proposed in accordance with § 87 para. 2
AktG. Proof of the shareholder status has to be furnished by means of
a deposit confirmation 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. 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 23, 2013 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 23, 2013(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. 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 April 29, 2013 at one of the
following addresses only.

By post or courier RHI AG

in written form) 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.

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.

Invalidation of physical share certificates

At the 33rd Annual General Meeting of RHI AG it was reported that RHI
AG is obligated to substitute all outstanding bearer share
certificates (physical share certificates) by a global certificate
and to deposit the latter with OeKB. Based on the corresponding
approval granted by the Commercial Court of Vienna on September 20,
2012, all shareholders of the company holding ordinary bearer shares
in the form of physical share certificates were requested by means of
a notice published three times in the Official Gazette Amtsblatt zur
Wiener Zeitung to hand in the share certificates by January 30, 2013,
at the latest, and the Management Board by its resolution of April 2,
2013 invalidated all physical bearer share certificates that had not
been handed in; the invalidation notice was published in the Official
Gazette Amtsblatt zur Wiener Zeitung on April 4, 2013. Due to their
invalidation, these physical share certificates have ceased to
qualify as securities and no longer entitle their holders to
participate in and exercise voting rights at the Annual General
Meeting of RHI AG. Any shareholders concerned that still hold
physical share certificates may during customary business hours hand
in the invalidated share certificates at Erste Group Bank AG, Tresor,
1010 Vienna, Neutorgasse 17, 1st floor, as the submission agent, or
by way of the depositary banks. and request that a credit note
corresponding to the number of ordinary shares handed in by the
respective shareholder be entered in a securities account designated
by the latter. In order to safeguard the shareholder's right to
participate in the Annual General Meeting to come, the shareholder
has to make the necessary arrangements in due time so that the credit
entry in the securities account will have been effected by the record
date, i.e., April 23, 2013, at the latest.

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 23, 2013. The deposit
confirmation will be accepted in German or English. 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 or courier RHI AG

(in written form) 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 Annual General
Meeting.

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 2, 2013by 4.00 p.m.at the latest. 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. 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
wilhelm.rasinger@iva.or.at.

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 2013

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)50213-6123
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