Form 8 (OPD) - RHI Magnesita NV

RHI Magnesita N.V.

13 October 2026

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	RHI Magnesita N.V.
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	RHI Magnesita N.V.
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	12 October 2026
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	NO

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary Shares of EUR 1.00 each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	Nil	Nil

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

a) Holdings of ordinary shares by directors of RHI Magnesita N.V. and their close relatives Name / company name of registered shareholder Number of ordinary shares held Percentage of total issued share capital carrying voting rights Herbert Cordt 350,000 0.739 John Ramsay 4,890 0.010 Stefan Borgas and close relatives 135,582 0.286 Ian Botha 52,689 0.111 Karl Sevelda 2,000 0.004 Martin Kowatsch 1,223 0.003 b) Holdings of ordinary shares by persons acting in concert with members of the board of RHI Magnesita N.V. Name Number of ordinary shares held Percentage of total issued share capital carrying voting rights Elisabeth zu Sayn-Wittgenstein -Berleburg1 126,076 0.266 Konstantin Winterstein2 126,076 0.266 Silver Beteiligungsgesellschaft mbH3 2,088,461 4.409 Chestnut Beteiligungsgesellschaft mbH4 2,088,461 4.409 FEWI Beteiligungsgesellschaft mbH5 1,891,292 3.992 MSP Stiftung6 13,333,340 28.146 1 Elisabeth zu Sayn-Wittgenstein -Berleburg is a close relative of Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg, a director of RHI Magnesita N.V. 2 Konstantin Winterstein is a close relative of Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg, a director of RHI Magnesita N.V. 3 Silver Beteiligungsgesellschaft mbH is ultimately controlled by Konstantin Winterstein, a close relative of Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg, a director of RHI Magnesita N.V. 4 Chestnut Beteiligungsgesellschaft mbH is ultimately controlled by Elisabeth zu Sayn-Wittgenstein-Berleburg, a close relative of Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg, a director of RHI Magnesita N.V. 5 FEWI Beteiligungsgesellschaft mbH is held as to 50% by Elisabeth zu Sayn-Wittgenstein-Berleburg and as to 50% by Konstantin Winterstein who are close relatives of Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg, a director of RHI Magnesita N.V. 6 MSP Stiftung is a foundation under Liechtenstein law, whose founder and beneficiary is Mag. Martin Schlaff a close relative of David Schlaff, a director of RHI Magnesita N.V. The members of the management board of MSP Stiftung are Michael Hason Johannes, Christian Gasser, and Hadrian Paul Meister. A Rule 8.3 disclosure in relation to this position was announced on 8 October 2026 at 9:15 CET.

c) Options or awards over ordinary shares - RHI Magnesita N.V. Long Term Incentive Plan Name Share plan Grant date Number of relevant securities Exercise price Vesting information Expiry date Stefan Borgas (CEO, Board director) RHIM LTIP - nil cost Performance options 9 March 2026 84,267 Nil Normally vests on the third anniversary of grant (9 March 2029), subject to performance conditions in the 2025 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Stefan Borgas (CEO, Board director) RHIM LTIP - nil cost Performance options 6 March 2025 67,238 Nil Normally vests on the third anniversary of grant (6 March 2028), subject to performance conditions in the 2024 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Stefan Borgas (CEO, Board director) RHIM LTIP - nil cost Performance options 7 March 2024 67,023 Nil Normally vests on the third anniversary of grant (7 March 2027), subject to performance conditions in the 2023 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Stefan Borgas (CEO, Board director) RHIM LTIP - nil cost Performance options 6 March 2023 93,771 Nil Vested on the third anniversary of grant (6 March 2026), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Ian Botha (CFO, Board director) RHIM LTIP - nil cost Performance options 9 March 2026 36,939 Nil Normally vests on the third anniversary of grant (9 March 2029), subject to performance conditions in the 2025 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Ian Botha (CFO, Board director) RHIM LTIP - nil cost Performance options 6 March 2025 29,476 Nil Normally vests on the third anniversary of grant (6 March 2028), subject to performance conditions in the 2024 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Ian Botha (CFO, Board director) RHIM LTIP - nil cost Performance options 7 March 2024 29,383 Nil Normally vests on the third anniversary of grant (7 March 2027), subject to performance conditions in the 2023 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Ian Botha (CFO, Board director) RHIM LTIP - nil cost Performance options 6 March 2023 41,112 Nil Vested on the third anniversary of grant (6 March 2026), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Ian Botha (CFO, Board director) RHIM LTIP - nil cost Performance options 8 March 2022 28,297 Nil Vested on the third anniversary of grant (8 March 2025), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Ian Botha (CFO, Board director) RHIM LTIP - nil cost Performance options 15 March 2021 3,366 Nil Vested on the third anniversary of grant (15 March 2024), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Rajah Jayendran (Chief Technology Officer) RHIM LTIP - nil cost Performance options 9 March 2026 24,152 Nil Normally vests on the third anniversary of grant (9 March 2029), subject to performance conditions in the 2025 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Rajah Jayendran (Chief Technology Officer) RHIM LTIP - nil cost Performance options 6 March 2025 19,271 Nil Normally vests on the third anniversary of grant (6 March 2028), subject to performance conditions in the 2024 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Rajah Jayendran (Chief Technology Officer) RHIM LTIP - nil cost Performance options 7 March 2024 19,212 Nil Normally vests on the third anniversary of grant (7 March 2027), subject to performance conditions in the 2023 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Rajah Jayendran (Chief Technology Officer) RHIM LTIP - nil cost Performance options 6 March 2023 26,882 Nil Vested on the third anniversary of grant (6 March 2026), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Rajah Jayendran (Chief Technology Officer) RHIM LTIP - nil cost Performance options 8 March 2022 14,418 Nil Vested on the third anniversary of grant (8 March 2025), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Rajah Jayendran (Chief Technology Officer) RHIM LTIP - nil cost Performance options 15 March 2021 1,791 Nil Vested on the third anniversary of grant (15 March 2024), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Rajah Jayendran (Chief Technology Officer) RHIM LTIP - nil cost Performance options 8 April 2020 2,735 Nil Vested on the third anniversary of grant (8 April 2023), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Gustavo Franco (Chief Customer Officer) RHIM LTIP - nil cost Performance options 9 March 2026 29,141 Nil Normally vests on the third anniversary of grant (9 March 2029), subject to performance conditions in the 2025 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Gustavo Franco (Chief Customer Officer) RHIM LTIP - nil cost Performance options 6 March 2025 23,251 Nil Normally vests on the third anniversary of grant (6 March 2028), subject to performance conditions in the 2024 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Gustavo Franco (Chief Customer Officer) RHIM LTIP - nil cost Performance options 7 March 2024 23,178 Nil Normally vests on the third anniversary of grant (7 March 2027), subject to performance conditions in the 2023 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Gustavo Franco (Chief Customer Officer) RHIM LTIP - nil cost Performance options 6 March 2023 32,428 Nil Vested on the third anniversary of grant (6 March 2026), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Gustavo Franco (Chief Customer Officer) RHIM LTIP - nil cost Performance options 8 March 2022 22,319 Nil Vested on the third anniversary of grant (8 March 2025), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Gustavo Franco (Chief Customer Officer) RHIM LTIP - nil cost Performance options 15 March 2021 12,439 Nil Vested on the third anniversary of grant (15 March 2024), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Gustavo Franco (Chief Customer Officer) RHIM LTIP - nil cost Performance options 8 April 2020 20,878 Nil Vested on the third anniversary of grant (8 April 2023), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Ticiana Kobel (EVP, Legal & Digital Transformation) RHIM LTIP - nil cost Performance options 9 March 2026 17,698 Nil Normally vests on the third anniversary of grant (9 March 2029), subject to performance conditions in the 2025 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Ticiana Kobel (EVP, Legal & Digital Transformation) RHIM LTIP - nil cost Performance options 6 March 2025 14,121 Nil Normally vests on the third anniversary of grant (6 March 2028), subject to performance conditions in the 2024 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Ticiana Kobel (EVP, Legal & Digital Transformation) RHIM LTIP - nil cost Performance options 7 March 2024 11,731 Nil Normally vests on the third anniversary of grant (7 March 2027), subject to performance conditions in the 2023 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Ticiana Kobel (EVP, Legal & Digital Transformation) RHIM LTIP - nil cost Performance options 6 March 2023 16,411 Nil Vested on the third anniversary of grant (6 March 2026), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Ticiana Kobel (EVP, Legal & Digital Transformation) RHIM LTIP - nil cost Performance options 8 March 2022 10,734 Nil Vested on the third anniversary of grant (8 March 2025), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Ticiana Kobel (EVP, Legal & Digital Transformation) RHIM LTIP - nil cost Performance options 15 March 2021 3,991 Nil Vested on the third anniversary of grant (15 March 2024), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Ticiana Kobel (EVP, Legal & Digital Transformation) RHIM LTIP - nil cost Performance options RHIM LTIP - nil cost Performance options 8 April 2020 229 Nil Vested on the third anniversary of grant (8 April 2023), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Simone Oremovic (EVP, People, Projects, Integration & Recycling) RHIM LTIP - nil cost Performance options 9 March 2026 17,698 Nil Normally vests on the third anniversary of grant (9 March 2029), subject to performance conditions in the 2025 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Simone Oremovic (EVP, People, Projects, Integration & Recycling) RHIM LTIP - nil cost Performance options 6 March 2025 14,121 Nil Normally vests on the third anniversary of grant (6 March 2028), subject to performance conditions in the 2024 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Simone Oremovic (EVP, People, Projects, Integration & Recycling) RHIM LTIP - nil cost Performance options 7 March 2024 11,731 Nil Normally vests on the third anniversary of grant (7 March 2027), subject to performance conditions in the 2023 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Simone Oremovic (EVP, People, Projects, Integration & Recycling) RHIM LTIP - nil cost Performance options 6 March 2023 16,411 Nil Vested on the third anniversary of grant (6 March 2026), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Simone Oremovic (EVP, People, Projects, Integration & Recycling) RHIM LTIP - nil cost Performance options 8 March 2022 10,734 Nil Vested on the third anniversary of grant (8 March 2025), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Simone Oremovic (EVP, People, Projects, Integration & Recycling) RHIM LTIP - nil cost Performance options 15 March 2021 5,470 Nil Vested on the third anniversary of grant (15 March 2024), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option) Simone Oremovic (EVP, People, Projects, Integration & Recycling) RHIM LTIP - nil cost Performance options 8 April 2020 8,882 Nil Vested on the third anniversary of grant (8 April 2023), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant N/A (nil cost option)

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	13 October 2026
Contact name:	Julia Crane
Telephone number:

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END