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
hauptversammlung@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. 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: 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.

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: 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.

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
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 2012

The Management Board

Further inquiry note:
RHI AG
Investor Relations
Mag. Simon Kuchelbacher
Tel: +43-1-50213-6123
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