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vv
RHI MAGNESITA ANNUAL REPORT
AND ACCOUNTS 2025
Enhancing our
global footprint
Driving eciencies
via digitisation
4PRO – delivering
added value for
our customers
Transforming
the industry in a
challenging market
Driving positive
change
This PDF of RHI Magnesita’s annual report is
derived from the ocial version of the Company’s
2025 Annual Report. The European Single Electronic
Filing format (the ESEF reporting package) is the
ocial version. The ESEF reporting package is
available on our website. In case of discrepancies
between this PDF version and the ESEF reporting
package, the latter prevails. The auditor’s report
and limited assurance report of the independent
auditor included in this PDF version relate only
to the ESEF reporting package.
HIGHLIGHTS
Revenue
€3.4bn
2024: €.3.5bn
Adjusted EBITA
€373m
2024: €407m
Adjusted profit
aer tax
€206m
2024: €263m
Adjusted earnings
per share
€4.18
2024: €5.32
Net debt: Pro Forma
Adjusted EBITDA
2.9x
2024: 2.3x
Dividend per share
€1.80
2024: €1.80
per share
Adjusted operating
cash flow
€391m
2024: €419m
ROIC
9.5%
2024: 10.4%
C0 emissions
1.54t CO/t
2024: 1.57t CO/t
Recycling rate
15.9%
2024: 14.2%
Lost time injury
frequency
0.37
2024: 0.11
Our purpose is to master heat,
enabling global industries
to build sustainable modern
life. We oer refractory
products and services that
shape tomorrow’s world.
Our advanced products are
essential for our customers in
the steel, cement, metals, glass
and chemicals industries.
ABOUT US
STRATEGIC REPORT
1 We are RHI Magnesita
2 Chair’s statement
5 Our investment case
6 CEO review
10 Our business model
13 Our strategy
20 Our stakeholders
28 Operational review
32 Financial review
37 Eective risk management
40 Our internal control system
42 Viability statement
43 Principal risks
54 Our approach to sustainability
62 Sustainability statement
GOVERNANCE
179 Governance at a glance
180 Chair’s introduction to corporate governance
182 Board of Directors
186 Board composition
188 Executive Management Team
189 Corporate Governance report
206 Nomination & Governance Committee report
210 Corporate Sustainability Committee report
212 Audit & Compliance Committee report
218 Remuneration Committee report
224 Directors’ Remuneration Policy
226 Annual Report on Remuneration
FINANCIAL STATEMENTS
238 Consolidated Statement of Profit or Loss
239 Consolidated Statement
of Comprehensive Income
240 Consolidated Statement of Financial Position
241 Consolidated Statement of Cash Flows
242 Consolidated Statement of Changes in Equity
244 Notes to the Consolidated Financial
Statements 2025
306 Company Financial Statements
of RHI Magnesita N.V.
308 Notes to the Company Financial
Statements 2025
OTHER INFORMATION
318 Independent Auditor’s report
328 Limited assurance report of
the independent auditor on the
consolidated sustainability statement
331 Alternative performance measures (APMs)
333 Glossary
335 Shareholder information
WE ARE RHI MAGNESITA
CONTENTS
02
10 20 62
06
1RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CHAIR’S STATEMENT
Herbert Cordt
Chair
Resilience
and adaptability
in times
of uncertainty
This year has been characterised by significant external
challenges for our industry. RHIM’s team once again
demonstrated resilience, professionalism and commitment,
enabling the Company to deliver strategic progress to put
us in a strong position for the long term.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 20252
CHAIR’S STATEMENT CONTINUED
Safety remains our foremost priority.
2025 has been a pivotal year in our Safety
Culture Transformation. Whenever the
status quo is challenged and structurally
reformed, we dive deeper, then numbers
start to reflect reality more clearly and it
becomes evident more and dierent eort
is needed to improve safety.
Therefore, the Board and management
team reinforced safety governance, raised
expectations for leadership accountability
and embedded safety considerations into
all material decision making. This safety-
first culture will remain central to how we
lead and operate as a business.
The Board has approved
an updated strategy
to beyond 2035 aimed
at sharpening execution.
Sustainability progress
Sustainability is integral to how
RHI Magnesita operates, invests and
manages risk. I am pleased to confirm that
we met or even exceeded our ambitious
2025 sustainability targets. Goals related
to CO emissions, energy intensity and
recycling rates have already been reached
or surpassed, and diversity targets have
been achieved at both senior leadership and
Board levels. Notably, we reduced our CO
emissions intensity while also increasing
the range of low-carbon solutions and
products for our customers. Our business
keeps getting better because of it.
When it comes to our 2025 ESG ratings,
the EcoVadis rating is directly connected to
our ESG-linked loan facilities – a tangible
example of how sustainability performance
creates business value. Our EcoVadis gold
rating unlocks an attractive margin reduction
on our sustainability-linked debt.
A challenging external
environment
The external environment in 2025
remained unpredictable. Geopolitical
tensions, regional conflicts and shiing
alliances continued to disrupt economies
and contributed to volatility across our
end markets. These uncertainties drove
a reduction in industrial investment of
our customers in many regions.
Global trade has also undergone an
intense transformation. Protectionism and
supply chain regionalisation continued to
reshape global manufacturing. This
realignment has resulted in extended lead
times, higher logistics costs and greater
operational complexity, while increasing
local-for-local supply. These have all
demanded proactive management.
Consequently, macroeconomic growth
has been subdued. Forecasts have been
revised downwards, reflecting the drag from
ongoing trade frictions, policy uncertainty
and low industrial investment. Such
volatility has put pressure on pricing and
increased cost per unit due to low utilisation.
A robust strategy to deliver
long-term shareholder value
In 2025, RHI Magnesita’s long-term
strategy, built on global diversification,
industry consolidation, great people,
robust operations and disciplined
governance, navigated us through this
demanding external environments.
Importantly, the management actions
taken across the Group, alongside a
turnaround in earnings in the second
half of the year, helped RHIM to deliver
a full year adjusted EBITDA performance
in line with expectations, despite a
challenging backdrop.
Last year marked the conclusion of the
Group’s 2017-2025 strategy. The Board
decided on additional long-term targets
and projects very much in line with existing
strategy delivered in three pillars (PPP).
Until and beyond 2030 execution will be
sharpened. RHIM will continue to enhance
its Portfolio, also through acquisitions to
increase value for customers and improve
our margins. Performance Excellence will
boost productivity and competitiveness,
Our engagement for the Planet will
continue to pioneer our industry’s
green transformation.
Each one of these three strategic pillars
delivers significant long-term value for
shareholders by delivering profitable
growth, as the most competitive global
leader in refractories.
Capital allocation
Our balanced capital allocation philosophy
remains driven by ROIC. We will continue
to evaluate opportunities through the lens
of value creation, resilience and strategic fit.
The Board has remained comfortable
with the Company’s current gearing level,
due to the lasting and strong cash
generation. De-leveraging over the coming
quarters is built-in and our balance sheet
is sound. Reduction of net debt via high
operational cash flow gives future
optionality for strategic options.
M&A remains an important part of
RHI Magnesita’s long-term growth strategy,
which has generated value despite weak
demand conditions, and the Board will
continue to consider opportunities.
3RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CHAIR’S STATEMENT CONTINUED
Board update
This year also brought important changes
to the composition of our Board. We are
pleased to welcome Franz-Ferdinand
Buerstedde, who joins as a representative
of Rhône Capital. His perspective as a
private equity investor, rooted in value
creation, disciplined capital deployment
and long-term strategic thinking, will
strengthen the Board’s deliberations
and oversight.
At the same time, we recognise the
contribution of two departing Employee
Representative directors. Michael Schwarz,
who served on the Board for eight years,
and Karin Garcia, who served for four years,
both stepped down in December. We
thank them sincerely for their commitment,
insights and support throughout a period
of significant corporate development.
We are pleased to announce that Yasmin
Sarah Solmazer has joined the Board as
Michael’s successor as Employee
Representative Director. Her appointment
continues our commitment to broaden
diversity and generational insight into
our governance structure. We are pleased
also to announce the re-appointment
of Dr Martin Kowatsch as an Employee
Representative of the Board by the Austrian
Works Council.
The Board believes that RHI Magnesita
has a strong leadership team and robust
board composition in place to execute
the Group’s strategy and deliver significant
long-term value for shareholders.
Dividend
The Board remains committed to
delivering consistent and attractive
shareholder returns. For 2025, the Board
has recommended a final dividend of
€1.20 per share, subject to approval at
the Annual General Meeting. This comes
in addition to the interim dividend of
€0.60 per share, which was paid earlier
in the year and brings the total dividend
to €1.80 per share,
The Company’s dividend commitment
is supported by a strong coverage ratio,
both for 2025 and in the years ahead.
We will continue to ensure stable and
growing dividends and reinvestment
of remaining cash flows to de-leverage
and grow the business.
Summary
Whilst the market remains very
challenging, RHI Magnesita continues
to weather the backdrop of reduced global
refractory demand and is well positioned
to capitalise when markets recover.
The year has shown that our people
and our strategy give us the resilience
to navigate short-term pressures while
continuing to build a stronger company
for the future. On behalf of the Board,
I thank all colleagues, customers,
partners and shareholders for their trust
and support. We remain confident in our
path forward, and we look ahead with
determination and optimism.
Herbert Cordt
Chair of the Board of Directors
The Board supports a
path of de-leveraging
to strengthen our
balance sheet and
to take advantage of
future opportunities.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 20254
OUR INVESTMENT CASE
Pathway towards
margin progression
Stable margins in volatile end-use industry
Long-term
value
+2x
RHI Magnesita has doubled
refractory margins in 9 years
Refractory margin increase
via M&A integration
• Integration synergies
30-50% of acquired EBITA
• Biggest single value
contributor since 2017
Backward integration
and recycling
• Largest low-cost raw
material producer ex-China
• Profitable decarbonisation
with localised recycling
Costs leadership and
self-help (pricing, operational
excellence, SG&A)
• Modern digital corporate
platform
• Plant network optimisation
• Proven results in H2 2025
Deliver 12-14%
Adj. EBITA sustainably
Dierentiation via production,
services and sustainability
• Only full-service heat
management supplier
for almost all refractory
application globally
• Technology leader with
high innovation power
5.1%
2016 2017
RHI Standalone RHI Magnesita
Adj. EBITA
■ Backward integration margin
■ Refractory margin
2018 2019 2020 2021 2022 2023 2024 2025 2030
2.6%
3.8%
5.5%
5.0%
2.4%
3.2%
2.5%
1.7%
0.8%
5.9%
8.4%
9.0%
9.1%
7.8%
9.1%
9.7%
10.9%
10.0%
10-11.5% 2-2.5%
1.1%
01
02
03
04
05
Global leader in a
highly fragmented
market
• Refractories are essential
for our modern world
• Mega trends are all
refractory intensive
• Most refractory users
are large companies
• Globally diversified
operations and markets
Strong track record
of capital allocation,
value accretive M&A
• RHIM consolidates a
fragmented market to
unlock synergies and
industry discipline
• Strict capital discipline,
well-covered dividend
and quick de-leveraging
Significant margin
progression
opportunity with
greater stability
than end markets
• Lowest-cost backward
integration with strong
upside when China
starts reforms
• Costs leadership
and self-help via new
digitised corporate
platform
• Price progression via
dierentiated advanced
business model and
market power in
several regions
• RHIM has capabilities
and options competitors
do not have
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
5RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
Strategic
discipline
for long-term
success
Stefan Borgas
Chief Executive Ocer
CEO REVIEW
2025 was a year of continued transformation for
RHI Magnesita. Discipline and decisive action ensured
we navigated the continued downturn while strengthening
our business for long-term performance.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 20256
Introduction
2025 was a year of continued transformation
for RHI Magnesita. Disciplined and decisive
action ensured we navigated the continued
downturn while strengthening our business
for long-term outperformance.
In 2025, RHI Magnesita continued a
Group-wide shi towards a deeply
embedded safety mindset by further
driving our Safety Culture Transformation
Programme. Having kicked o this extensive
program in 2024, we soon understood it
was necessary to increase both the depth
and accuracy of our reporting, to enable
us to take much more meaningful steps to
improve safety standards for our colleagues.
Tragically, the first half of 2025 was
overshadowed by a devastating incident,
with a Brazilian colleague passing away
from the eects of sepsis that occurred
during long hospitalisation aer a
work-related injury. With no Serious Injuries
or Fatalities in H2/2025 we are working
tirelessly across our organisation towards
a future where such incidents do not occur
again. We are committed to our long-term
goal of “Zero-Harm – No Injury”.
Financial performance
In 2025, RHI Magnesita operated against
a very challenging macroeconomic
backdrop, with subdued global industrial
demand and continued pricing pressure
across end markets. Revenue for the year
was impacted by weaker volumes,
particularly in Europe. Annual Adjusted
EBITA of €373 million was delivered with a
very significant H2 weighting. H1 Adjusted
EBITA was €141 million (margin of 8.4%),
reflecting margin pressure from an adverse
product mix and lower project activity.
Management actions drove a clear
improvement in performance in the second
half of the year, with Adjusted EBITA of
€232 million, corresponding to a margin of
13.7% despite ongoing market headwinds.
These improvements were driven by cost
eciency programmes, network
optimisation and pricing discipline.
The acquisition of Resco, completed in
January 2025, strengthened the Group’s
North American position and contributed
positively to earnings, while integration
progressed in line with expectations. Cash
generation remained resilient, with adjusted
operating cash flow of €391 million,
supporting a resilient balance sheet
development. Net debt stood at €1,495
million at year-end, resulting in leverage
of 2.9x Net Debt to Pro Forma Adjusted
EBITDA by year end. While 2025 was a
demanding year, decisive operational and
financial actions enabled RHI Magnesita
to exit the year with improved profitability
momentum, a more ecient cost base,
and a stronger platform for value creation
in 2026 and 2027.
Industrial downturn
and trading environment
In 2025, the slowdown in global industrial
activity reduced global refractory demand.
The continued high levels of global
uncertainty caused subdued furnace
utilisation, delayed maintenance cycles,
and deferred metal and industrial
project investments.
Within this backdrop, the Group
experienced both a sharp reduction in
order intake and volumes as customers
postponed or cancelled major rebuilds, as
well as pricing pressure arising from lower
demand and elevated Chinese refractory
exports. Despite available refractory
capacity exceeding demand in all regions
worldwide, short termism by undisciplined
competitors results in further capacity
additions in regions like India and META.
Coupled with this downturn was
an uncertainty regarding global taris.
RHI Magnesita navigated this by constantly
reviewing supply chains, pricing and
operational footprint. Our flexible global
network allowed us to act quickly through
multiple tari iterations and maintain
a strong and uninterrupted supply
to our customers. Our North American
business delivered a strong performance
in 2025 despite headwinds, including
unprecedented market volatility, a ~13%
USD/EUR devaluation and an ongoing
industrial-sector weakness. The region
also successfully started to manage a major
business transformation with the integration
of Resco and BPI and the rollout of our
digital transformation.
Despite the downturn and uncertainty in
2025, our diversified footprint, integrated
production capabilities, innovation and
integration with our customers provided
reasonable stability in this context.
4PRO is a strategic
dierentiator in a
volatile and uncertain
market environment.
Management measures
deliver results
In response to a challenging demand
and pricing environment in 2025, the
management took decisive actions to
protect profitability, strengthen cash
generation and improve the structural
eciency of the Group. These measures
delivered tangible benefits in the second
half of the year and positioned
RHI Magnesita for improved performance
going forward. A comprehensive cost and
eciency programme was implemented
across operations, including plant network
optimisation and tighter cost control. These
actions contributed to a significant and
sustainable improvement in profitability.
Strategic transformation programmes
delivered additional structural benefits.
The Global shared services programme
generated €2 million of EBITA benefits
in 2025 and remains on track to deliver
up to €20 million annually by 2029.
When it comes to the Operational
Excellence Programme deliverables,
we exceeded the initial pipeline target for
2025, achieving 123.9% of the €80 million
goal by December 2025. A total of
€99.1 million in value was delivered,
supported by an average implementation
rate of €2.0 million per month and more
than 1,000 initiatives tracked through
this programme. All regions contributed
to this over achievement.
CEO REVIEW CONTINUED
7RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CEO REVIEW CONTINUED
4PRO proved to stabilise the business
performance and protect long-term value.
It combines process optimisation, vertical-
integration, circular economy, technology,
and customer-centric services into a
unique framework, delivering customers
performance-based solutions including
design, installation, maintenance,
monitoring and lifecycle services.
It positions RHIM as specialist supplier
of complex solutions, fully integrated with
our customers, and thereby significantly
stabilises RHIM’s margins in times of
commodity market volatility. We saw a
strengthening of our 4PRO programme in
2025 laying a solid framework for a healthy
pipeline of new and improved 4PRO
contracts for 2026.
We saw great successes from our integration
of Resco, following completion of the
acquisition in January 2025. Organisational
design and key health & safety measures
were implemented swily, ensuring the
focus of the combined team on delivering
customer value while implementing higher
safety standards for all. We delivered SG&A
synergies from the Resco integration well
over our target for 2025.
Sustainability
Our strong sustainability performance in
2025 was underpinned by further innovation
and the expansion of our sustainable
product oering. This continues to be an
important commercial dierentiator as our
customers in hard-to-abate industries seek
solutions to help reduce their CO emissions.
We exceeded our global recycling target
of 15%, driven primarily by the outstanding
performance in Europe. Across Europe,
we reached an average recycling rate of
more than 22%, with several months even
surpassing 24% thanks to the collaboration
with MIRECO and our European recycling
team. Our recycling capabilities in the
United States were also enhanced by the
joint venture we agreed in June with BPI,
Inc. The transaction will support our ability
to supply lower carbon recycled refractories
to our expanded customer base in North
America under a tighter tari regime.
Our constant focus on innovation delivers
new sustainability gains, and we deepen
our partnership with MCi Carbon to
develop the world’s first CCU plant in the
refractory industry. This will be our Green
Minerals Initiative, which will open a new
business area for RHIM while absorbing
50kt/year of CO of our existing processes.
To support this one-of-a-kind project,
we secured a €30 million grant from the
Austrian government to build the first
industrial-scale plant in our Hochfilzen
operation in Austria. Additionally, we
unveiled the world’s first RAPTOR multi
sensor system, which sets new standards
for recycling. We have already reduced our
CO intensity by 15% (scope 1,2 and 3 raw
materials) since 2018 with new recycling
initiatives and CCU technology opening
further room to reduce.
People and culture
Through 2025, maintaining a disciplined
cost culture, while keeping teams engaged
and motivated, has been a top priority. We
reinforced cost-aware behaviour across the
organisation, encouraged ecient decision
making, and accelerated capability building
for leaders and operational teams.
It is our people who have ensured stability.
Their dedication and adaptability provided
the foundation for us to take strong
operational decisions and continue investing
in growth, innovation and safety.
At the same time, we maintained
our commitment to long-term strategic
transformation, preparing the Company
for future competitiveness through
leadership development, cross-functional
collaboration, and a readiness to adopt
innovative technologies once market
headwinds ease.
Outlook
Market conditions are expected to remain
challenging. Steel end-markets remain at
cyclical lows globally, with no near-term
demand recovery reflected in the order book.
A number of regulatory developments
may provide medium-term support.
The European Commission has proposed
a significant reduction in tari-free steel
import quotas in 2026 to support the
reshoring of steel production and the
activation of the Carbon Border Adjustment
Mechanism following its trial phase. Brazil
has initiated an investigation into potential
duty protection for refractory materials.
China has introduced an export licencing
regime for steel that could sustainably
reduce current record steel exports. The
timing and impact of these measures on
local refractory demand remains uncertain
and are not expected to materially aect
refractory demand before 2027.
Industrial project market visibility remains
limited, with modest improvements
expected in non-ferrous metals and no
recovery currently evident in the glass
segment. Overall visibility is expected to
improve in the second half of 2026 at the
earliest, reflecting the planning lead time
of industrial projects.
Despite these challenges, RHI Magnesita’s
adjusted EBITA for FY 2026 is forecast to
increase to around €435 million on a
constant currency basis, and €400 million
aer including foreign exchange headwinds.
This improvement is driven by continued
execution of self-help and eciency
measures. While pricing of raw materials
is expected to stay at historically low levels,
cost and portfolio optimisation measures
are being implemented across raw material
assets to support an improvement of profits
over the coming years with the first results
appearing in 2026 and a more solid double
digit run rate from 2027.
RHI Magnesita’s business is getting
better every year and the Company is well
positioned for long-term success and any
market recovery.
Stefan Borgas
Chief Executive Ocer
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 20258
CEO REVIEW CONTINUED
Innovation
across our
operations
Autonomous logistics
meets refractories
At our Radenthein plant, we
are setting new benchmarks in
intralogistics. By implementing
bespoke Automated Guided
Vehicles (AGVs), we have fully
automated the transport of our
customised refractory products.
Despite harsh environmental
conditions, the robots ensure
a 24/7 material flow, reduce
transport damage to a
minimum, and ease the
workload of our employees.
This project is a core element
of our digital transformation
strategy and secures the
long-term competitiveness
of our production operations in
Europe. With the commissioning
of a total of 12 AGVs, 80% of
conventional forkli trucks have
been replaced.
Aer 42 months of intensive
collaboration, the ReSoURCE
project (Refractory Sorting
Using Revolutionising
Classification Equipment)
has reached a successful
conclusion. As the first Horizon
Europe initiative coordinated
by RHI Magnesita, ReSoURCE
marked a major milestone in
our innovation and sustainability
journey. The project delivered
all planned results, including
the development and
demonstration of advanced
sensor-based sorting
technologies to enable
high-eciency recycling
of used refractories.
This breakthrough supports
RHI Magnesita’s global
recycling strategy and
significantly contributes to
reducing CO emissions from
primary raw material use.
CCUpScale: Pioneering
Decarbonisation
Innovation in the
Refractory Industry
RHI Magnesita, in partnership
with MCi Carbon, the Austrian
Institute of Technology and
the University of Technology
Sydney, has made significant
strides towards establishing the
world’s first carbon capture and
utilisation (CCU) plant in the
refractory industry. Current
commissioning of the first
mineral carbonation
demonstration plant in Australia,
developed in collaboration
with MCi Carbon, marks a
major milestone. This facility is
designed to capture CO from
industrial sources and convert
it into valuable carbonates
and silicates, transforming
emissions into usable materials
for the construction industry
and various other material
applications.
80%
Of natural gas powered
fork lis were replaced
with electric AGVs
Completion
of ReSoURCE
€10m
invested to fund pilot
plant in Australia
Scan the QR
code to find
out more
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
9RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
A critical strength of RHI Magnesita’s oering is the unmatched global supply
chain for refractories and raw materials, enabling flexibility and resilience
in the face of growing trade-policy uncertainty.
Our global innovation network allows us to share new products, recycling
technologies and production know-how across regions, ensuring customers
benefit quickly from our latest research.
Global
innovation
network
Global supply
chain
OUR BUSINESS MODEL
Focused on
delivering for customers
At RHI Magnesita, our business model is built to support customers facing increasing
operational complexity, cost pressures, trade uncertainty, knowledge gaps and
sustainability requirements.
How 4PRO delivers for customers
Our most comprehensive oering,
4PRO, continues to dierentiate us in
the refractory industry. It is a full-service
oer that customers value. They benefit
from not only the refractories, but the
step-change in eciency enabled
by automation, digitalisation and
performance-driven service.
4PRO is an innovative application of
our business model, built on seamless
interaction between refractory consumers
and RHI Magnesita. It addresses complex
customer problems through collaboration
across four pillars (Performance,
Partnership, People, Planet) and delivers
an unmatched set of solutions including
refractories, systems, robotics, sensors,
on-site service, engineering and
decarbonisation solutions.
This arrangement has enabled us to
build many long-term relationships and
to improve the eciency of customer
plants by employing the best available
technology and working practices. This
results in value creation, a sustainable
business and shared success for both
us and our partners.
The 4PRO model in today’s
business environment
In an environment where customers
face sustained margin pressure and are
continuously seeking structural cost
reductions, business models that go
beyond product supply become
increasingly relevant. 4PRO provides the
framework for long-term, value-creating
partnerships by aligning incentives,
embedding operational improvements
and delivering system-level eciency
across the customer’s value chain.
This approach allows RHI Magnesita to
protect and expand market share even in
highly competitive markets such as India
– and selectively in China – without
compromising pricing discipline. By
focusing on operational performance,
reliability, and total cost of ownership
rather than short-term price competition,
4PRO strengthens customer loyalty,
stabilises volumes, and supports
sustainable profitability.
Continuing to strengthen
our business model through
targeted M&A
RHI Magnesita continues to expand
capabilities through targeted M&A, in line
with strategic priorities. The investment in a
refractory recycling company in the United
States significantly enhanced the circular
oering in the region. The Indian flow
control markets remain important growth
markets with highly attractive structural
dynamics that we aim to harness with the
acquisition of a leading local flow control
machinery provider completed in 2025.
P
a
r
t
n
e
r
s
h
i
p
s
Long Term
Agreements
Refractory
Material
Social
Responsibility
Connectivity
Automation
Robotics
Data Access
Connectivity
Sensors
Joint
Development
Digital
Solutions
CO
FootprintOn site services
& Supply Chain
Circular EconomySupervision
Local for LocalProcess
Consulting
P
l
a
n
e
t
P
e
o
p
l
e
P
e
r
f
o
r
m
a
n
c
e
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202510
Gustavo Franco
Chief Customer Ocer
OUR BUSINESS MODEL CONTINUED
LES – Lining Evaluation Scan
LES – Lining Evaluation Scan – oers a
step change in refractory maintenance and
safety inspection capability for cement,
lime and steel customers. RHI Magnesita
oers more than refractories.
A laser solution to assess the residual
thickness of rotary kiln refractory linings,
enabling fast, holistic, and data-based
decisions for upcoming repairs. Results are
processed and presented digitally via the
RHI Magnesita Customer Portal. Repeat
scans allow analysing historical performance,
track refractory status better and gain
valuable insights into kiln health over time.
LES measurements almost doubled in 2025
compared to 2024 with strong momentum
particularly in the LATAM region.
Customers benefit from reduced refractory
replacement volume and increased safety
and operational reliability as most worn parts
of the lining can be better identified and
repaired. Customers see LES as a key tool
for decision making, raising the refractory
topic from a procurement and engineering
to a senior plant management item
More than
refractories
Comprehensive refractory
products integrated with
automation, robotics and sensors.
Long-term agreements foster
transparent partnerships through
secure data sharing and real-time
portal access.
Get specialised engineers,
on-site installation teams
and supervision and inventory
management all at once.
Cutting-edge sustainability
disclosure and technology
connected to social
responsibility aligned with
UN sustainability targets.
Performance
Partnership
People
Planet
4PRO is an innovative business
model built on seamless
interaction. It addresses complex
customer problems through
collaboration across its four
pillars (Performance,
Partnership, People, Planet),
delivering unmatched set of
solutions such as: refractories
& systems, robotics, on-site
service, engineering and
decarbonisation solutions.
As a result, value creation, a
sustainable business and shared
success for our partners and us.
P
a
r
t
n
e
r
s
h
i
p
s
Long Term
Agreements
Refractory
Material
Social
Responsibility
Connectivity
Automation
Robotics
Data Access
Connectivity
Sensors
Joint
Development
Digital
Solutions
CO
FootprintOn site services
& Supply Chain
Circular EconomySupervision
Local for LocalProcess
Consulting
P
l
a
n
e
t
P
e
o
p
l
e
P
e
r
f
o
r
m
a
n
c
e
The new interaction – 4PRO
4PRO is a new form of interaction with our customers
oering innovative solutions to the contemporary
challenges of industry and society.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
11RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
~60%
of customers using LES stopped
manual measurements
Raw materials
RHI Magnesita operates raw
material sites in Austria, Brazil,
China, Czechia, Türkiye and the
US. The majority of magnesite
and dolomite raw material usage
by volume was sourced internally
in 2025, contributing 1.1% to
Group Adjusted EBITA margin.
Refractory production
The Group operates
76 refractory production plants
in Europe, Türkiye, India, China,
Brazil and the US. Smaller
markets in East Asia, the Middle
East, Africa and Australasia
are supplied from the global
supply chain.
Logistics
Timely raw material and finished
goods deliveries with eective
inventory management
strategies are crucial to ensure
customer delivery reliability
whilst minimising working
capital and operating costs.
Research &
Development
Development of new products,
customisation and improved
production techniques are
essential to maintaining our
position as market leader.
R&D is also required to
achieve our longer-term
sustainability objectives.
Design & Engineering
The capability to design
refractory solutions for new
projects or new customers
locks in future recurring
revenues from refractory sales.
New contract wins for DRI
instrumental for green steel
demonstrate the Group’s
success in 2025.
Installation
Customers oen outsource the
highly technical task of lining
installation to RHI Magnesita.
Refractory performance is
dependent on correct
installation, with high quality
control requirements.
Sensors
We oer digital sensors
to monitor refractory usage,
depletion or slag levels in real
time. Kiln surveys can identify
hot spots and potential safety
hazards. Such services are
oen carried out within a
4PRO contract framework.
Optimisation
Maximise customer plant
utilisation and minimise
operating costs associated with
maintenance downtime or energy
usage. Usage of advanced
AI-powered models to predict
refractory wear. Post mortem
analyses of used refractories are
carried out to optimise product
formulations over time.
Maintenance
Refractory maintenance
can include gunning or other
repairs to extend the useful
life of refractory linings.
Ecient use of refractory
linings can have meaningful
benefits for other operating
costs at customer sites, such
as energy consumption.
Removal
Plan and execute the removal
of linings aer maximum safe
usage has been achieved. Sort
refractory waste to optimise
recycling recovery yields.
Recycle
Reclaim valuable refractory
material for reuse, with
significant circular economy
benefits. RHI Magnesita’s
proprietary technology and
constant innovation ensure
high performance of
refractories with circular raw
materials and a significant
CO emissions reduction.
OUR BUSINESS MODEL CONTINUED
Our value chain
We design, produce, deliver, install, monitor, maintain,
remove and recycle optimised refractory solutions
in all customer industries globally.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202512
2014
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
OUR STRATEGY
Strategy
Strong self-help measures
and acquisitions deliver stable
margins in a volatile industry.
Constant progression, including
transformation via M&A, is fundamental
to RHI Magnesita’s ability to continue
to create stakeholder value in dicult
market conditions. The Group continues
to strengthen its market leadership and
competitive advantage through strategic
acquisitions. In 2017, the landmark merger
of RHI and Magnesita created a
structurally higher margin Group and
a global market leader which was ideally
positioned to consolidate a highly
fragmented and undisciplined industry.
Subsequent acquisitions have targeted
either growing markets such as India,
or market segments and regions where
the Group is underrepresented. As part
of M&A integration, eective restructuring
is key to unlocking value from the
Group’s increased size and market depth,
capitalising on raw material, logistics,
SG&A and operational synergies.
Earnings contribution from the Group’s
strategic M&A and related synergies
has served to oset a recent soening
of earnings from the Group’s backward
integration since 2019. The depressed
backward integration margin is considered
to be temporary. The Group is actively
engaged with Chinese regulators and other
industry players to support the strategic
reform of the Chinese steel, magnesite and
magnesia industries. These dynamics are
expected to deliver a normalisation of the
Group’s backward integration margin to
around 2-2.5% in the medium term.
Management-driven self-help measures
are the second component to drive stability
and are a firm basis for future business
success. The key self-help measures are
shown to the right, and these spearhead the
cost and eciency drive the Group pursues.
Their eectiveness and positive impact
on earnings were shown in 2025, aer
a historically weak first half year. Self-help
measures are run in almost all business
areas and focus on sustainable eciency
increases, permanent fix-cost reductions
and, where capital needs to be invested,
an attractive return on invested capital.
Key self-help measures
01
Digital transformation
DiGiT, Everest, Global Shared
Service Center (GSS)
Replacement of ERP, change of IT
architecture to data-centric model,
becoming AI model, outsourcing
of standard business services.
02
Operational eciency gains
Operational Excellence System (OES),
Transport Management System (TMS),
CoRe
Continuous improvement in all
65 production plants to deliver above
inflation productivity improvements.
03
Network optimisation
Network Optimisation Europe (NOE),
Network Optimisation Americas (NOA)
Ongoing optimisation of production plants
facilitated by acquisitions to create larger
plants with better cost structure and fast
reaction to customer requirements.
Ticiana Kobel
Executive Vice
President Legal
& Digital
Transformation
Our digital transformation
is gaining momentum
with the S/4HANA
go-live in Türkiye.
EBITDA development 2014-2024 in €m
13RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Vision
Purpose
Mission
Performance
excellence
Planet
engagement
Portfolio
enhancement
People
empowered
OUR STRATEGY CONTINUED
Our 2035 Strategy:
strengthened focus
and value creation
At RHI Magnesita, we are not just adapting to a changing
world, we are shaping the future. Building on the success
of our 2025 Strategy based on markets, business model,
and competitiveness, our 2035 Strategy further sharpens
our long-term focus and enhances value creation for
RHI Magnesita and its shareholders through a clearer
definition of our strategic pillars:
Portfolio enhancement
We are reviewing our portfolio, innovating
with new products and business models
that create greater value for existing and
future customers.
We seek to maximise value for our
customers and increase margins through
oering a broad range of products and
services, with R&D and new business
models as key drivers. The Group also
aims to grow its share of the global
high-temperature refractories market via a
consolidation strategy targeting businesses
in high-growth and underrepresented
markets. In this way M&A will continue
to broaden the Group’s product portfolio
and geographic presence, adding further
dierentiation to 4PRO contracts and new
business models.
Performance excellence
We are boosting productivity through
scaled and optimised footprint, smarter
operations and digital transformation.
We aim to enhance operational
eciency to strengthen profitability and
competitiveness through cost-optimisation
initiatives, including SG&A reduction,
footprint optimisation, automation,
digitalisation, supply chain improvements
and targeted capital projects to lower raw
material and conversion costs. In 2025,
we successfully launched a network
optimisation programme focused on
Europe and the Americas, alongside
a global raw material strategy.
Planet engagement
We lead in sustainability, by pioneering
technologies that set the path for the green
transformation of the refractory industry,
while supporting our customers on their
journey to net-zero.
The Group aims to create positive impact
with profitable business models, by using
recycling, decarbonisation and circularity
as true game changers for us and our
customers. We will further expand our
recycling activities and continue working
on decarbonisation technologies.
The success of these pillars relies on people
engagement and a culture of safety first,
by fostering a safe and inclusive workplace
and promoting responsible business
practices, grounded in a strong vision,
mission and purpose.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202514
% of production in region
Key raw material freight routes:
Internal raw materials External raw materials
OUR STRATEGY CONTINUED
Each strategic pillar represents an
opportunity for RHI Magnesita to deliver
significant long-term value for shareholders
as a highly competitive global leader
in refractories.
The Group’s long-term strategy is aligned
to its purpose of delivering sustainable
high-temperature industry solutions
worldwide, empowering modern life. The
Board reviews the Group’s strategy annually
to respond rapidly to changing market
conditions, industry developments and
stakeholder priorities. The Board believes
that the Group’s strategy is the optimum
route for delivering long-term value
creation for all stakeholders.
Our 2035 Strategy sets a bold direction
to innovate across our portfolio, strengthen
our performance, and lead our industry
towards a more sustainable future.
The foundation for success lies in our raw
material strategy, network optimisation,
SG&A reduction and innovation in
recycling and advanced technologies.
Other key levers for the future include
M&A, further leveraging backward
integration and creating a green minerals
business. This roadmap positions the
company to strengthen competitiveness,
secure profitable growth and reinforce its
role as an industrial pioneer in sustainable
solutions. Successful execution is ensured
via focus and discipline.
Strategy deep dive: Raw Material
Strategy – listen to the stones
The Group’s raw material strategy is central
to strengthening its competitiveness and
resilience in an increasingly volatile global
environment. Raw material markets are
primarily driven by the domestic demand
in China and by the policy choices of
the Chinese government. China is the
undisputed leader in most refractory
raw material production and exports,
particularly in magnesite and magnesia.
Given the challenging raw material market
environment in 2025 and the resulting
decrease of our backward integration
margin to approximately 1%, it is even
more crucial that the Group defends
its competitive raw material production
irrespective of market conditions. In this
context, the Group’s approach focuses
on cost leadership, diversification, and
sustainable value creation.
Our backward integration model remains
a key dierentiator, ensuring reliable
access to raw materials and safeguarding
margins against market volatility. RHIM’s
raw material strategy encompasses a range
of initiatives, including new raw material
concepts, kiln eciency enhancements,
and energy optimisation. Some of the
actions are already being implemented
to improve backward integration earnings
stepwise over the next two years. Beyond
traditional refractory applications, the
Company is expanding into other segments
such as caustic calcined magnesia (CCM)
for environmental, agricultural and
chemical uses. This diversification opens
access to new markets with attractive
growth profiles while enhancing overall
business stability and operational leverage
China &
East Asia
92%
India
85%
Middle
East,
Türkiye &
Africa
32%
Europe & CIS
87%
Latin
America
80%
North
America
58%
Raw material sites
15RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Steel
Construction
Transportation
Electronics and
consumer goods
Cement & Lime
Energy
Machinery
Non-ferrous metals
Industrial applications
Other
Glass
Customer industries
% of 2025 revenue
End markets
through existing capacity without the need
for sizable capital expenditure. Continuous
optimisation of our mines and processing
operations enables us to maintain global
cost leadership, with structural
improvements expected to deliver significant
ROIC gains by 2030. Our strategy is
designed to generate tangible benefits
under any market condition, even in a
market low, as eciency gains and cost
advantages remain largely independent
of external volatility.
OUR STRATEGY CONTINUED
Market context – medium-term
reforms in China to trigger
industry shi
RHI Magnesita operates in a wide range of
end-use industries on a global scale. While
the Group is exposed to a structurally
stagnating market, benefitting from both
its scale and depth as the global market
leader it successfully targets pockets of
growth in certain regions and product
segments, both organically and via M&A.
Steel
The global steel and key steel-consuming
industries are increasingly fractured,
aggravated most recently by a changing tari
environment. They are no longer moving
in a cycle largely determined by demand,
but by how and where excess capacity in
the form of exports is deployed. In the last
two years, an industry recession in Western
markets has been characterised by weak
demand from almost all base industries
and from steel in particular, as weak
domestic demand within China has driven
record exports of Chinese goods (e.g., steel,
vehicles). These exports substituted
domestically produced steel, and lowered
the domestic steel demand base by
importing key steel-containing products,
like vehicles. Trends such as Green Steel
that could stimulate refractory demand
growth have been developing more slowly
than expected due to insucient economic
incentives and constrained investment.
By contrast, developing markets like India,
Southeast Asia and North Africa are bright
spots of solid steel production and economic
growth, but, some being comparatively
small, they currently do not oset the
weakness from the West and China.
This balance is set to change in the
medium term. India is already producing
more steel than the EU and will add sizable
steelmaking capacity to become the
undisputed steelmaking hub next to China
in the medium term. Pockets of growth
in Electric Arc Furnaces in North Africa,
Türkiye and the Middle East oer further
growth potential for the Group. Overall,
we do not foresee a meaningful recovery
in steel production in most markets in
2026. Trade protection, as for example
proposed in the EU, can put a floor under
steel production volumes, but does not
provide a change of its trajectory.
Industrials
Industrial project numbers were historically
low in 2025 at 40% below typical levels,
as customers delayed capital investments
due to global uncertainty. This is
particularly evident in glass, where the
Group’s order book at the 2025 year end
is approximately 60% below typical levels.
We do not see this level of industrial
projects as sustainable, with a return to
at least the median project number being
likely within the next few years. Operators
of large industrial kilns cannot delay the
kiln reline indefinitely. Key demand drivers
for industrial projects like electrification,
urbanisation and recycling remain firm.
In particular, copper, a key margin
contributor to the Group, is projected
to suer from a supply-demand-gap in
the next years requiring existing smelting
capacity to run firmly and new capacity
(particularly recycling-based smelters)
to be built.
By fostering a strong
culture of safety,
inclusion, transparency
and engagement, we
empower our colleagues
to grow, collaborate,
and perform. Through
this, we ensure building
a resilient organisation
ready to meet today’s
challenges and
shape a sustainable
future together.
Simone Oremovic
Executive Vice
President People,
Projects,
Integrations
& Recycling
End-use industries and key drivers for RHI Magnesita
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202516
NFM
C&L
Glass
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
2025
Others
WUI*
Estimated number of
Industrial projects
Financial crisis
Euro area crisis
Brexit,
US presidential elections
US-China trade
tension Brexit
COVID-19
Russia-
Ukraine war
Geopolitical risks
US election
Collapse of
several banks
2025202420232022202120202019
2018
Stable (new) Volatile (sales, BW) M&A
OUR STRATEGY CONTINUED
China
The Group expects metal and industrial
output in China to be in the process of
peaking, with base materials output
including steel to reduce sizeably over
the coming years. This is a major change
for industry and commodity markets for
whom strong growth in Chinese demand
over the last 25 years has been a strong
driving force. With a structural reduction of
150-250 million tons of steelmaking capacity
within the next decade, the downstream and
upstream industries need to be reformed
too. Magnesite and magnesia are among
those, and the Group is actively engaging
with Chinese regulators and industry
bodies to facilitate this shi. Once Chinese
exports normalise, metal and industrial
production, and therefore refractory
demand, will return in other regions.
Global refractory market dynamics
The refractory market continues to
consolidate in several regions. More
consolidated markets are characterised
by improved pricing and CAPEX discipline
providing sustainable returns on capital.
However, plenty of M&A opportunities
still remain. Particularly in India we see
considerable private investment into the
sector, which is already oversupplied for
the coming years despite solid refractory
demand growth expectations. Additionally,
Chinese refractory exports weigh on several
markets including India. With the Chinese
industry reform mentioned above, we expect
refractory exports to normalise in the coming
years. There is no need for additional
refractory capacity anywhere globally.
Business areas deep dive – stable
base business with more volatile
high-margin top end
The Group delivers exceptionally strong
and stable EBITDA. Despite many of its
end-use industries being highly cyclical
and suering from dicult trading
conditions, the Group’s earnings
demonstrate limited cyclicality.
The stability of its financial performance
is assured via relentless cost management,
operational discipline and integrating
acquisitions. Where parts of the base
business are seeing an erosion of volumes,
e.g., Steel Europe, the Group is focused on
increasing customer value via innovative
business models, pricing, sourcing from
our global network and cost adjustments
via network optimisation. Additionally,
the Group is focused on capturing upside
from more volatile but higher-margin
business segments.
Global uncertainty inversely drives number of projects
Indicative margin €m, scaled to 100%
* World Uncertainty Index
17RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OUR STRATEGY CONTINUED
Stable business areas (70%) Volatile business areas (30%)
1) Steel linings
2) Steel Flow Control
3) Cement
4) Industrial repair
Industrial project business:
1) Non-ferrous metals
2) Glass
3) Industrial applications
4) Steel like directly reduced iron (DRI),
blast furnace and re-heat furnace
Minerals and backward integration:
1) Dead burned magnesia (DBM)
2) Calcined caustic magnesia (CCM)
3) Fused magnesia (FM)
4) Aluminas
5) Speciality materials (e.g. zirconia)
6) Recycling
Business foundations
Steel and most industrial products are the
foundations of modern civilisation and almost every
state worldwide has such domestic production.
Refractory volumes needed per ton of steel are
constantly declining due to technological progress.
Similar developments occur in industrial business,
but to a lesser degree. RHI Magnesita is constantly
driving refractory performance gains to add value
to our customers. This might decrease the refractory
volume needed, but can be oset by pricing,
increased technology, solution and service oering.
This eect is evident during times of crisis of the
global steel industry. For example, steel makers’
margins plummeted in 2015 when Chinese steel
exports flooded the market, while the EBITDA
margin of RHI decreased only modestly. Similarly,
the EBITDA margin of RHI Magnesita in 2024 was
stable at approximately 16% when global steel
demand soness coincided with record Chinese
steel exports.
Business foundations
Industrial projects are large capital-intensive
investment projects of customers in which
refractories are a modest share of the overall costs.
Those high-temperature facilities commonly have
a long lifetime and the refractory lining cannot
be readily repaired or changed. Any operational
disruption must be kept to a minimum due to
financial and safety reasons. Therefore, customers
value high-quality refractory solutions coupled
to sophisticated engineering, technology,
and automation.
Given its capital intensity, industrial projects
are linked to global uncertainty. When global
uncertainty is elevated, customers tend to delay
investment decisions and adopt a wait-and-see
approach (such as in H1 2025). Once visibility
and the macro environment are favourable, a high
number of projects are built in a short period of time
(such as in 2018, 2022).
Business foundations
The refractory raw material business is
dominated by China with a market share of above
60% in global traded refractory raw materials.
RHI Magnesita is the biggest non-Chinese basic
raw material seller in the Western world. The global
benchmark prices are set by Chinese export prices.
The Chinese domestic and export raw material
prices are guided by Chinese industry cycles
and policy choices. Short-term policy changes
in particular can impact price levels very quickly.
Prolonged price pressure comes from structural
oversupply in China. Upcoming industry reforms
are expected to change this.
The Group earns the backward integration margin
and margin in mineral sales from two primary factors.
First, the backward integration margin on a
delivered basis (the dierence between Cost of
Goods Sold (CoGS) and Chinese raw material prices
delivered to customers). Second, oering superior
product specifications for dedicated customer
applications or the Company’s own products.
Most recently, taris complicated the picture
resulting in operational diculties and material
trade flow changes.
RHI Magnesita business deep-dive
The Group derives approximately 70% of earnings
in this market segment. The Group’s earnings
come predominantly from mature markets like
North America and Latin America. Earnings in
markets like Europe and China are structurally
under pressure. Therefore, the focus is on pricing,
diligent cost management, operational discipline
and bolt-on acquisitions.
The Group’s shipments increase organically with
steel and cement production growth. Therefore,
the Group focuses its M&A eorts on expanding
in underrepresented product segments.
India is the only large structurally growing market in
this segment. Other regions and trends like growth
in Southeast Asia and Green Steel are meaningful
but partly delayed.
RHI Magnesita business deep-dive
The Group is a key refractory supplier for industrial
projects in non-ferrous metals and glass, less so
in the wide area of industrial application. The 2025
project number is approximately 40% lower than
the 2022 peak. We expect a normalisation of
industrial projects in the medium term.
The Group is less active in project business in steel.
However, the P-D Refractories acquisition added
capabilities in coke ovens. The low-CO DRI
(directly reduced iron) market trend oers
a new attractive market.
The Group has a competitive advantage in industrial
projects due to its products and experience in
delivering such complex projects. Larger projects
are typically supplied from two or more global plants
with hundreds of dierent refractory products.
Installation, digital services and guarantees are
then added on top. The Group oen also receives
repair contracts in the years aer the installation
date adding regular high-margin business.
Organic growth in this segment is dicult without
a structural increase in projects. We expect a
normalisation of projects in the medium term.
To capitalise on this, the Group targets this segment
via M&A.
RHI Magnesita business deep-dive
The Group is primarily active in the DBM market
with its operations in Brumado and Eskisehir.
The majority of minerals earnings are with DBM.
The Group has a market share of the merchant
DBM market of approximately 7%. However,
RHI Magnesita is the biggest western supplier
of DBM and can scale up deliveries quickly in
case of export disruptions out of China.
The Group is also active in the CCM
(calcined caustic magnesia) market. RHIM derives
approximately €20-30 million of revenue with
CCM corresponding to a low market share. Here
we aim to expand with newly started eorts in raw
material operations in Austria, Türkiye, and Brazil.
The Group produces approximately 15ktpa Fused
Magnesia (FM) near its Contagem plant exclusively
for own use. China dominates the global export
market with an approximate market share of 90%.
The Group operates the largest refractory recycling
capabilities outside of China with operations
focussed on Europe and USA. Further acquisitions
are constantly explored.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202518
Perform
M&A
Do network
analysis
Restructure
FEATURED – RESCTRUCTURING STORY
Adapting to meet
market needs
Restructure operations
Restructuring an operation
usually consists of a closure
or part-closure. This means
many of RHI Magnesita’s
core assets, our people,
are impacted. Taking care
of our people is therefore
the prime consideration
in every restructuring.
Other considerations are
machine and technology
transfer, and oen land
sale proceedings.
Perform plant
network analysis
Every plant network
optimisation programme
is led by the Strategy Team
and the Regional Leadership
team and brings together
local and global senior
experts and managers.
Decisions are based on
sophisticated financial,
demand and supply chain
modelling and enriched
with technical and R&D
deep dives. It is a holistic
process including all
departments from sales
to R&D to deliver such
a complex undertaking
successfully.
Perform M&A
M&A is a core strategic
lever for RHIM to close
capability gaps, strengthen
our product and service
portfolio, stay close to
customers and drive
industry consolidation
in a market performing
at overcapacity.
We follow a proactive,
end-to-end M&A approach
– from identifying strategic
targets to seamlessly
integrating businesses.
€100m
Invested from 2021 to 2025
€45m in CAPEX and €55m
in restructuring
€25m
€10m EBITA in 2025
Additional €15m EBITA
expected in 2026
Restructuring is a key component of a successful M&A process.
Every acquisition oers new opportunity to optimise the plant network.
In a static industry, plant closures are a necessity. RHI Magnesita has
been executing plant footprint optimisation programmes in Europe
since 2019 and in the Americas since the beginning of 2026.
The success of these optimisation programmes has meant that
this process has become a core competency of RHI Magnesita.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
19RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
OUR STAKEHOLDERS
Engaging for
mutual success
The Board recognises
its duty under Section
172 of the UK
Companies Act 2006
to promote the success
of the company for the
benefit of its members,
while considering
broader stakeholder
and long-term factors
and the matters in
Section 172(1) (a)-(f).
Details of our key
stakeholders, how the
Company and Board
engages with these
stakeholders and key
priorities and outcomes
can be found on
pages 21 to 26.
Who they are
Members of the local
communities within which
we operate.
The value we create
Investment in community
projects throughout
our regions.
Find out more on page 24
Who they are
Our people are at the core
of achieving our strategic
objectives.
The value we create
Providing an environment
of encouragement,
engagement and learning.
Find out more on page 25
Who they are
Providers of capital and
owners of the business.
The value we create
Financial value, represented
by the share price of the
Company and dividends paid.
Find out more on page 21
Who they are
The regulatory framework
within which we operate.
The value we create
Working with governments
and agencies and engaging
in open dialogue.
Find out more on page 26
Who they are
An important source
of financial liquidity.
The value we create
A strengthening of the
Group’s funding structure.
Find out more on page 22
Who they are
Providers of services and
materials to ensure our
end-to-end supply chain.
The value we create
Improved tactical and
strategic supply chain
management.
Find out more on page 27
Who they are
Customers are at the
heart of our business and
we work to create value by
collaborating with a number
of external parties.
The value we create
Enhancing product
performance and product
oering.
Find out more on page 23
01.
Shareholders
04.
Communities
02.
Debt holders
and lenders
07.
Suppliers
05.
Employees
06.
Governments
and authorities
03.
Customers and
innovation partners
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202520
OUR STAKEHOLDERS CONTINUED
01. Shareholders
Why they are important
As providers of capital and owners of the
business, our shareholders play a central
role in the Company’s growth and
development. By fostering and maintaining
their support, we are able to implement
our strategy and objectives.
How the Company engages
The Company is listed on the London
and Vienna Stock Exchanges, with London
as its primary listing location.
The Company issues consistent, fair,
balanced and understandable information
to these stock exchanges to ensure ecient
and fair functioning of financial markets.
Care is taken to ensure messaging is
consistent and publications are compliant
with the EU and UK Market Abuse Regime,
UK Listing Rules, Austrian Stock Exchange
Act, and Corporate Governance Codes
and guidance.
The Investor Relations department
maintains an ongoing dialogue with
shareholders and analysts which is fed
back to senior management.
Regular engagement is facilitated
via one-on-one meetings, investor
presentations and webcasts, the AGM,
industry conferences and events and
site visits.
How the Board engages
The Executive Directors meet regularly
with investors and analysts (both in person
and via digital channels). On request,
the SID and Deputy Chair meets with
shareholders to discuss governance
matters. In 2025 this covered the Board’s
oversight of strategy and risk, Board skills,
diversity and composition, and
sustainability metrics.
The Investor Relations team regularly
provides analyst coverage of the market
and shareholder sentiment to the Board.
This includes shareholder commentary,
and comparison of the Company’s
performance against its peers. The
Company’s brokers also provide valuable
and pertinent perspectives from their wider
experience base, which gives context to
the Board for regulatory news publications.
The Chair and SID and Deputy Chair
also engaged with larger shareholders
to hear about their priorities and answer
questions around both tactical and
strategic delivery.
The Board benefits from long-term
shareholder representative Directors’,
who share their perspective and priorities
to guide management and reflect the
shareholder experience, whilst also
taking care to recognise minority
shareholder interests and priorities.
Priority topics raised
by stakeholders
• Company strategy and
implementation, particularly regarding
M&A and capital allocation.
• Operational and financial performance
including cash generation, sales
volumes, pricing considering raw
material costs, and trading outlook.
• Development of key end-use markets
and associated challenges from the
fragmenting global trade environment.
• Geopolitical outlook and associated
changes to global economic factors.
• Sustainability agenda and activities,
such as contract wins in green steel,
sustainability targets.
• Climate strategy and associated
capex investment.
• Board composition including gender
diversity and the skills and experience
represented.
Outcomes
Shareholder perspectives were
fundamental considerations in Board
discussions on a wide range of topics,
including the implementation of
remuneration policy, accounting
judgements, capital allocation decisions,
gearing and leverage, and ESG strategy.
Feedback about the Group’s acquisition
strategy from shareholders informs the
strategy and planning for the future in
terms of liquidity and business capacity.
A number of acquisitions have been
made since 2022 and the priorities of
shareholders will continue to be a driving
factor in the future acquisition approach.
Two dividends, final and interim, were
paid in 2025, in line with the dividend
policy and shareholder expectations.
21RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OUR STAKEHOLDERS CONTINUED
02. Debt holders
and lenders
Why they are important
Our lenders and debt holders are an
important source of the financial liquidity
that the Group requires to operate. They are
integral to the long-term sustainable success
and growth initiatives of the business.
How the Company engages
The Group CFO and Group Treasurer
execute strategies approved by the Board
by regularly engaging with debt holders
and lenders to secure favourable terms,
mitigate risks, and ensure sustainable
and solid relationships.
Regular engagement with these
stakeholders is facilitated via one-on-one
and Group meetings and presentations.
How the Board engages
The Treasury department maintains an
ongoing, transparent dialogue with its debt
holders and lenders, and reports regularly
to the Audit & Compliance Committee
and Board.
The Board has a clearly defined approval
and delegation of authorities matrix for
the contracting of debt instruments,
and actively contributes and engages
in discussions with the Group CFO and
Group Treasurer.
Priority topics raised
by stakeholders
• Company strategy and implementation.
• Operational and financial performance
and outlook.
• Capital structure and liquidity.
• Sustainability initiatives.
• Risk management.
Outcomes
In March 2024, the Group successfully
raised a €200 million syndicated term
loan with a tenor of five years. This
syndicated term loan was fully utilised
in January 2025 to fund the acquisition
of the Resco Group.
In April and May 2025, the Group
successfully completed the refinancing
of a €150 million bilateral term loan
maturing in May 2025 and a €50 million
bilateral term loan maturing in 2026
with a €100 million bilateral term loan
maturing in 2029 and a $50 million
bilateral term loan maturing in 2030
respectively, with €50 million being
repaid with excess cash to optimise the
Group’s capital structure and liquidity
levels. These transactions strengthen the
Group’s funding structure and maturity
profile ahead of upcoming maturities
in 2026 and onwards.
RHI Magnesita continues to align parts
of its funding structure with sustainability
objectives, including the use of ESG-
linked loan instruments. As of June 2025,
the Group’s EcoVadis sustainability rating
was updated, achieving an overall score
of 79 out of 100, placing the Group in the
97th percentile of all companies rated
globally. At the reporting date, the Group’s
ESG-linked drawn and undrawn borrowing
facilities amounted to €1,702 million
(31.12.2024: €1,983 million).
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202522
OUR STAKEHOLDERS CONTINUED
03. Customers and
innovation partners
Why they are important
Our customers are at the heart of our
business model and fundamental to the
sustainable future of the Group.
We collaborate across the refractory
industry, and more broadly, with external
partners such as accelerators, start-ups,
open innovation platforms, companies and
institutions to foster innovation and drive
developments in R&D.
How the Company engages
The Company employs a structured
innovation framework that integrates
external scientific collaboration with
internal R&D expertise. This includes
joint development projects with industrial
partners, academic collaborations, digital
innovation partnerships and circular
economy R&D programmes.
The Company maintains strong
representation at global trade fairs across
the steel, cement, non-ferrous and process
industries. These platforms strengthen
commercial relations and provide real-time
intelligence on technological inflection
points and evolution of customer
requirements.
The Company runs Customer Satisfaction
surveys to regularly assess the Net Promoter
Score. It is used as a key metric for
customer-facing teams, to ensure focus
on providing a positive customer experience
in every interaction.
How the Board engages
The Board integrates technological and
scientific considerations into its strategic
decision making, ensuring that R&D
investment aligns with long-term value
creation, customer demands, sustainability
requirements and competitive dierentiation.
Meetings with senior leadership at
customer organisations provide essential
perspectives on operational priorities,
technological needs and evolving
sustainability requirements.
The CSC hears from senior management
on their work with innovation partners on the
development of the Company’s sustainability
strategy, and feedback to the Board.
Priority topics raised
by stakeholders
• Price increases in response
to widespread inflationary costs
and low demand in some regions.
• Service levels and lead times.
• Response to climate change and
opportunities in green transformation.
• Health & Safety.
Outcomes
R&D activities and associated investments
have strengthened supply resilience,
enhanced product performance
consistency and accelerated the
introduction of advanced refractory
solutions. Organisational redesign and
enhanced cross-functional processes
have improved customer service and
technical response capabilities.
Insights from customer relationship
teams have guided strategic decisions to
enhance the Company’s service portfolio,
expand the sustainable product oering
and optimise supply locations, supporting
the Company’s role as a preferred partner
in the green transition of steel and
cement in Europe.
The Company’s scientific journal,
Bulletin, remains a key instrument for
disseminating refractory research,
showcasing innovation deployments and
demonstrating progress across material
science, recycling, digitalisation and
service technologies. Its publication
underscores our commitment to research
excellence and collaboration with
innovation partners across the global
scientific community.
23RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OUR STAKEHOLDERS CONTINUED
04. Communities
Why they are important
Wherever we operate, our ability to
succeed depends on maintaining the
trust and confidence of local communities.
This social licence to operate requires
us to conduct our business ethically,
responsibly, and transparently. It also
obliges us to contribute to sustainable
development by supporting
socioeconomic progress, safeguarding
human rights, and protecting the
environment both within our own
operations and across our value chain.
How the Company engages
As a member of the UN Global Compact,
the Company supports the UN Sustainable
Development Goals (SDGs) and
implements the Compact’s principles
on human rights, labour, the environment,
and anti-corruption. These commitments
inform engagement with policymakers,
non-governmental organisations, and
other stakeholders at national and
international levels.
At the local level, each site maintains
regular dialogue with community members
and stakeholders to understand their
priorities, identify risks, and determine
where the Company’s support can create
the greatest impact. In 2025, the Company
continued to focus community investments
on three core pillars: education and youth
development, health and medical care,
and environmental protection. These areas
align with several SDGs and guide the
Company’s long-term approach to
community development.
How the Board engages
The Corporate Sustainability Committee
(CSC) reviews community engagement
activities and reports its findings to the
Board. In 2025, the CSC evaluated
charitable initiatives and received progress
updates on projects in India and Brazil. The
Committee provided direction on priority
areas for future focus and noted applicable
legal and regulatory requirements relevant
to community programmes.
Priority topics raised
by stakeholders
• Health and wellbeing.
• Climate change, biodiversity, circular
economy (including income-generation
opportunities), reforestation, and
broader environmental awareness.
• Education, youth development, and
employment programmes, including
professional development and
entrepreneurship.
• Rural transformation, particularly
in India.
Outcomes
Despite challenging market conditions,
the Company continued investing in
community programmes across all
regions in 2025. In India, this included
the construction of schools, libraries,
roads, and other essential infrastructure.
Globally, the Company prioritised
initiatives that build the skills and
knowledge of children from
disadvantaged backgrounds, strengthen
female empowerment and women’s
skills development, and expand access
to primary healthcare for communities
near our sites.
The Company also committed to a more
balanced distribution of resources across
our three community pillars and
increased investments in environmental
initiatives, including a major biodiversity
enhancement project in Türkiye.
The Company’s employee volunteering
programme, launched in 2022,
continued to grow in 2025, with monthly
activities delivered through partnerships
with 11 non-profit organisations.
Employees worldwide were encouraged
to participate in volunteering, fundraising,
and donation campaigns.
The Company remains focused on
decarbonising our industry for the benefit
of future generations. In 2025, use of
Secondary Raw Materials (SRM) increased
to 15.9%, a 1.7-percentage-point
improvement compared with 2024.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202524
OUR STAKEHOLDERS CONTINUED
05. Employees
Why they are important
Our people are at the core of achieving
our strategic objectives. Attracting,
retaining, and developing exceptional
talent is vital to our Company’s long-term
success. We are committed to fostering
an engaged, innovative, and collaborative
workforce, built on a strong foundation
of diversity and inclusion.
How the Company engages
Company communication channels
include town hall meetings, function-
and level-specific conferences, and a
corporate communications app, Workvivo.
These platforms ensure colleagues across
all levels and locations remain connected,
receive consistent updates from senior
leaders, and have opportunities to share
their perspectives, voice concerns,
and celebrate achievements.
To help embed our culture and values
throughout the organisation, designated
Culture Champions worldwide actively
engage with employees on an
ongoing basis.
In addition, regional leadership teams
host town halls to address local priorities
such as supply chain developments,
employee health and wellbeing, and
site-specific changes, ensuring transparent
communication tailored to regional needs.
How the Board engages
Three Employee Representative Directors
(ERDs) served on the Board during 2025,
feeding in on a range of workforce issues
such as remuneration, feedback on
executives, the operational footprint,
and Health & Safety.
The Board meets with plant employees
and management, as well as holding direct
conversations with senior management on
detailed topics outside of Board meetings.
Local and global townhalls and Q&A
sessions are run both virtually and in
person, at both regular intervals and when
there are specific communications to be
delivered, such as the full and half year
financial results.
The CSC considers employee safety KPIs
at each meeting, including a root cause
analysis of any major accidents. The Board
also receives a report of Health & Safety
statistics from the CEO at each meeting.
The CSC, as well as the broader Board,
focused on the safety culture, lessons
learned, as well as receiving briefings on
the business’s response and the support
for aected colleagues at the plants.
Guidance and encouragement were given
by Board members to improve processes
and approach based in their own
experiences elsewhere.
Board Directors have participated in the
mentoring programme for female talents,
sharing their own experiences as women in
the workplace, and supported the delivery
of the scheme through advising other
mentors in the Company on how to
establish a good mentoring relationship.
Priority topics raised
by stakeholders
• Operational performance
improvement programmes including
process and controls improvement.
• Health & Safety and cultural changes
to foster greater transparency to build
safer working environments.
• Business restructuring and job security,
within the wider macroeconomic
backdrop (specific to certain regions).
• Regional investment and the impact of
new assets and additional colleagues.
• Responding to green steel
transformation and delivering
environment related solutions.
• Salary/wage growth.
• Recruitment, talent development
and retention.
• Work/life balance.
• Leadership behaviours and
communication, e.g., cultural role
modelling and leading by example.
• Change resilience, psychological
safety, and employee wellbeing.
Outcomes
As part of the Company’s ongoing
commitment to strengthening Diversity,
Equity and Inclusion (DEI) a number of
global initiatives and events were rolled
out in 2025, including EmpowHer
leadership workshops, a resilience
webinar and a Leqture series focusing
on DEI issues. The Company also
enhanced our global mentoring and
global trainee programmes.
In total, more than 3,800 colleagues
worldwide participated in these
development and inclusion sessions
throughout the year. Together, these
initiatives underscore the Company’s belief
that when people feel valued, supported
and able to bring their full selves to work,
the entire organisation thrives.
25RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OUR STAKEHOLDERS CONTINUED
06. Governments
and authorities
Why they are important
Governments and authorities set the
regulatory framework within which we
operate. They also set out national and
international strategies wherein RHI
Magnesita plays a part. There is vital
interplay between industry and political
stakeholders and this relationship is the
linchpin that propels us towards a cleaner,
more sustainable future.
How the Company engages
The Company engages on multiple levels
with authorities in our regions. In 2025
these included:
Relations with EU institutions were
strengthened through various initiatives
and personal meetings. The Company,
represented by Regional President Europe,
CIS & Türkiye, attended the 2025
European Raw Materials Week in Brussels,
contributing to a high-level panel at the
12th Annual Conference on Raw Materials
and engaging with senior ocials from the
European Commission as well as with the
Cabinet of the Commission President and
members of the European Parliament.
In July 2025 Austrian Federal Chancellor
Christian Stocker visited the fully digitalised
refractory plant in Radenthein, where
he was briefed on the site’s high-tech
production, regional raw material base
and its relevance for Europe’s green and
digital transition.
RHI Magnesita also continued to play
an active role in key European industry
platforms. The Company is a member
of Euromines, the European Refractories
Producers Federation (PRE) and Cerame-
Unie, the European Ceramic Industry
Association. From January 2026, RHI
Magnesita’s Matthias Stalzer, responsible
for Key Account Management Europe & CIS,
will assume the presidency of PRE, further
strengthening the Company’s voice in
shaping the policy framework for Europe’s
refractory and raw materials industries.
In Latin America, the Company engaged
with local governments and attended
COP 30.
In India, Ian Botha attended a business
round table with India’s Finance Minister,
Nirmala Sitharaman and Austria’s Minister
of Finance and Corporate Aairs,
Wolfgang Hattmannsdorfer.
How the Board engages
The Board considers responses to
authorities and encourages management
to research and consider the consultations
which are issued.
The Board receives briefings on changes
in legislation and the extent of their
impact on the Company, The CSC also
considers changes in regulation within its
scope, such as the EU Omnibus package,
CSRD implementation in the Netherlands
and the UK Sustainability Disclosures
requirements.
The Board sets an averse risk appetite
in respect of non-compliance with
regulations, establishing how the
Directors expect the organisation to
engage with authorities and regulations.
The Board approves the Code of Conduct
which has a zero-tolerance approach to
any illegality.
Priority topics raised
by stakeholders
• Raw materials.
• Infrastructure.
• Alternative energies, sustainability,
climate change, and decarbonisation.
Outcomes
The Board endorsed management’s
approach to public aairs and political
engagement, and guided attention to
the new assets, asking management
to ensure Group standards were
implemented and maintained.
The Company has provided information
on request to governments and agencies,
actively engaging in open dialogue.
By actively engaging in regional
discussions and initiatives with political
bodies and governmental agencies, we
address unique challenges and contribute
to environmentally responsible industrial
practices on a global scale. Transparent
communication and open information
sharing progresses our goal of securing
a sustainable infrastructure for a clean
and ecient industry.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202526
OUR STAKEHOLDERS CONTINUED
07. Suppliers
Why they are important
Strong relationships with our suppliers
are vital to ensure our end-to-end supply
chain. We rely on our suppliers to deliver
services and materials, and we recognise
that the availability of these goods impacts
how we execute our services to customers.
We are embracing strategic alliances and
long-term partnerships mainly for raw
materials and logistics.
How the Company engages
All suppliers are requested to confirm the
Supplier Code of Conduct. Our Sustainable
Supply Chain & Procurement Guideline
and Supplier On-Site Assessment
Guidelines are implemented consistently
across our operations.
The Company evaluates its suppliers
through a sustainability risk matrix that
assesses suppliers according to country risk
and a goal-based framework to evaluate the
majority of RHI Magnesita’s purchase spend
by supplier under its sustainability criteria.
On-site assessments are undertaken at
suppliers to ensure compliance with our
standards. In higher-risk areas expert external
parties undertake these assessments on
behalf of the Company. Internal on-site
supplier assessments have been completed
across all of the Group’s regions.
The Company has focused on building
longer-term partnerships with certain
strategic suppliers to establish more stable
and reliable supply chains.
The Company operates fair payment terms
for suppliers, whilst leveraging benefits for
its own financial health.
How the Board engages
The CSC received reports from
management on supplier on-site
assessments and engagement, and
considered progress on the Company’s
sustainable procurement initiatives.
The Board receives regular updates on
the business’s work to future-proof our
supply chain and the work undertaken
to adapt our processes to an increasingly
volatile environment.
In 2025, the Board considered and
approved the Modern Slavery Act
Statement for publication. The statement
can be found on the Company’s website.
Priority topics raised
by stakeholders
• Inventory levels.
• Supply chain resiliency &
black swan event playbook.
• Climate action.
• Safety.
• Raw material pricing and rising
risk of trade restrictions.
• Sustainable procurement.
• Mitigation of impacts from
the implementation of taris
and anti-dumping duties.
Outcomes
The eorts to improve tactical and strategic
supply chain management continued in
2025 and the next steps will be to upgrade
the systems and tools for use in the teams’
work, driving eciencies and improving
supplier and employee experience.
The Group has launched a partnership with
o9 Solutions to implement an advanced,
end-to-end integrated supply chain
planning platform. The implementation
is well underway and aims to optimise
planning processes and enhance
overall eciency.
The global roll-out of our Oracle
Transportation Management system for
finished goods ocean freight has increased
the Company’s visibility, enabled choice,
maximised value for customers and
enhanced the ease of doing business.
In 2025, this focused more on land
freight and raw material shipments in
cooperation with two 4PL providers.
Greater numbers of suppliers are signed
up to the Supplier Code of Conduct and
are increasingly more aware of the
Company’s expectations on product
carbon footprint data and about the
on-site assessment process. This has
led to greater adoption across associated
industries and will drive improvements
in ESG matters.
The insights from on-site assessments in
2025 have led to improvements in quality,
transparency and supplier relationships.
Tools used to increase supply chain
transparency have identified no gross
misconducts in 2025.
27RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Steel overview
Supplying refractory products and
services to the steel industry accounted
for approximately 69% of Group revenues
in 2025 (2024: 68%). Applications span
ironmaking, primary steelmaking,
secondary metallurgy and casting, with
product lifecycles ranging from hours to
several years depending on the application.
As a result, refractory consumption is
typically classified as an operating expense
by steel producers and represents
approximately 2-3% of steelmaking
operating costs.
Global steel markets remained weak
throughout 2025. Demand soness across
construction, automotive, machinery and
consumer goods was compounded by
elevated Chinese steel exports, which
continued to exert pricing and volume
pressure on producers outside China.
According to World Steel Association
data, global steel production declined
by approximately 2% in 2025.
Steel revenues declined by 2% to
€2,328 million (2024: €2,367 million).
Excluding the impact of M&A activity,
revenues decreased by approximately 6%
to €2,218 million (2024 €2,367 million),
reflecting a combination of lower volumes
and pricing pressure. Global steel
demand declined across all Group regions
excluding North America, India and META.
Shipped volumes of steel refractories
declined by 2% on an organic basis,
Steel 2025
2024
reported
2024
(constant
currency) Change
Change
(constant
currency)
Revenue (€m) 2,328 2,367 2,293 (2)% 2%
Gross profit (€m) 523 553 535 (5)% (2)%
Gross margin 22.5% 23.4% 23.3% (90)bps (80)bps
Industrial 2025
2024
reported
2024
(constant
currency) Change
Change
(constant
currency)
Revenue (€m) 958 1,055 1,034 (9)% (7)%
Gross profit (€m) 241 300 298 (20)% (19)%
Gross margin 25.1% 28.4% 28.8% (330)bps (370)bps
partially oset by strong momentum
in India. The acquisition of Resco largely
oset organic volume declines, resulting
in broadly flat reported volumes.
Gross profit declined to €523 million
(2024: €553 million), with the gross margin
compressing to 22.5% (2024: 23.4%).
This reflects pricing pressure in competitive
markets, particularly India and META, as
well as fixed-cost under-absorption during
the first half of the year. Competitive
dynamics were exacerbated by elevated
Chinese steel and refractory exports,
particularly into the Middle East, Africa
and Latin America.
Industrial overview
RHI Magnesita is a leading supplier of
refractory products and services to a broad
range of Industrial customers, including
Cement & Lime, Non-ferrous metals,
Glass, Energy, Environmental, Industrial
applications and Chemicals. Industrial
customers accounted for 28% of Group
revenues in 2025. Refractories in these
markets are typically classified as capital
expenditure and exhibit longer replacement
cycles, ranging from less than one year to
over 20 years depending on application.
Industrial markets were uneven in 2025.
While certain Non-ferrous metals segments
showed resilience, overall demand was
impacted by project deferrals, tari-related
uncertainty and weak end markets,
particularly in Glass.
Steel revenue
€2,328m
2024: €2,367m
Steel revenue by region
North America Europe & CIS India
Latin America China & East Asia
Middle East, Türkiye & Africa
Industrial revenue
€958m
2024: €1,055m
Industrial revenue by region
North America Europe & CIS India
Latin America China & East Asia
Middle East, Türkiye & Africa
OPERATIONAL REVIEW
Operational
review
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202528
Industrial revenues contracted by 9%
to €958 million (2024: €1,055 million),
accompanied by a 6% decrease in overall
shipped volumes. Industrial revenues
excluding the impact of M&A declined by
17% to €880 million (2024: €1,055 million).
This represents unusual underlying soness
in Glass, Non-ferrous metals, and Industrial
applications sub-segments, resulting in
a 6% contraction in shipped volumes.
The Year saw a cyclical low in high-value
project execution, with volumes from major
projects tracking below the comparative
levels recorded in the prior year.
Consequently, performance was notably
skewed to the second half of 2025. This
significant second-half weighting was
primarily driven by two distinct dynamics:
(i) the deferral of orders into the latter part
of the year amidst uncertainty generated
by global tari tensions; and (ii) typical
seasonal demand patterns during the peak
cement production period. The Group
anticipates a normalisation of trading
patterns in 2026, with revenues weighting
expected to return to a more balanced
profile consistent with historical trends.
Gross profit declined to €241 million
(2024: €300 million), with the gross margin
compressing to 25.1% (2024: 28.4%).
Minerals
Raw materials not consumed internally
are sold externally and reported under
Minerals. External mineral sales generated
revenues of €80 million in 2025 (2024:
€65 million), with revenue growth driven
primarily by price recovery against a weak
prior-year comparative, while volumes
remained broadly stable.
North America
North America delivered a strong
performance, with revenue increasing by
22% to €863 million (2024: €709 million),
or by 26% in constant currency terms.
Growth was primarily driven by the
acquisition and successful integration of
Resco and BPI, which contributed €195
million in incremental revenue. Excluding
M&A, revenue remained broadly stable
(down €16 million) despite significant
market volatility, tari uncertainty and
a weakening US dollar.
Revenue performance in North America
was materially reshaped by the acquisition
of Resco, which structurally rebalanced
exposure toward Industrial end markets
relative to the historical dominance of
Steel. Consequently, Industrial revenues
increased by 20% to €180 million
(2024: €150 million), while Steel revenues
increased by 22% to €683 million (2024:
€559 million), both supported by the M&A.
Gross profit increased to €249 million
(2024: €219 million), supported by a 19%
increase in shipped volumes following the
acquisition. Gross margin declined to
28.9% (2024:30.9%), as higher average
revenue per tonne was oset by increased
production costs. North America
contributed 32% of global gross profit,
and slightly more on EBITA level due
to lean fixed cost structure.
In the Steel segment, volumes excluding
M&A remained broadly flat, compared to a
0.7% increase in regional steel production
according to WSA data. Performance was
mixed, with Canadian steel production
declining by 7.2% following tari-related
mill shutdowns. Structurally, the North
American steel industry continues to
transition toward electric arc furnaces. This
trend is expected to accelerate following
Nippon Steel’s acquisition of US Steel,
which includes a committed €11 billion
investment in new or upgraded capacity
by 2028 that will likely displace legacy
integrated steel production.
In the Industrial segment, North America
made solid progress integrating Resco’s
specific competencies in Foundry, Process
Industries, and Petrochemicals, successfully
delivering the expected synergies across
the Group. However, tari-related trade
tensions during the first half of the year led
to uncertainty and the deferral of several
industrial projects.
Sustainability metrics remained flat,
with the recycling rate in North America
at 14.1% compared to 14.2% in 2024.
This rate is projected to increase significantly
in the future following the agreement of
a joint venture with BPI, Inc. in June 2025.
Trade policy uncertainty and currency
volatility continue to drive macroeconomic
uncertainty. US taris announced in
April 2025 increased input costs, largely
mitigated through pricing actions.
Regional business units
New definitions of regional business units
In 2025, the Group reassessed
its operating segments, driven by
significant progress in its local-for-local
strategy, the integration of the acquired
Resco Group and a comprehensive
restructuring of profit centres. This
acquisition is considered a milestone in
the development of the local-for-local
strategy, resulting in the reassignment
of certain sales markets to the regions.
The Group has re-organised its regional
business units as follows:
i. created a new ‘Middle East,
Türkiye and Africa’ (META) region,
with Middle East and Africa business
having previously been included
within ‘India, West Asia and Africa’
and Türkiye previously included
in ‘Europe, CIS and Türkiye’;
ii. re-named ‘India, West Asia and
Africa’ region to ‘India’, now focused
solely on business activity in India;
iii. re-named ‘South America’ region
to ‘Latin America’; and
iv. moved Mexico out of the ‘North
America’ region into ‘Latin America’.
Although this section primarily focuses
on customer industries, the regional
financial information presented in this
section for 2025 including the
comparative data for 2024 has been
prepared according to the new regional
structure adopted in 2025.
22%
increase in revenues in
North America due to M&A
4%
increase in steel sales
volumes in India
OPERATIONAL REVIEW CONTINUED
29RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
While taris are expected to support
domestic steel production over time, the
Group faces exposure to taris on finished
goods imports, including a 15% tari on
European products and a potential 50%
tari on Brazilian imports. This exposure is
mitigated by the Group’s strong local-for-
local footprint, with production in-region
expected to increase to over 75% in 2026.
Trade tensions also drove considerable
foreign exchange volatility, with the US
dollar weakening to 1.16 against the euro
(from 1.04 at year-end 2024), resulting
in a €24 million revenue headwind.
Europe & CIS
Revenues in Europe & CIS contracted by
12% to €727 million (2024: €829 million),
driven primarily by a 14% reduction in
shipped volumes against a backdrop
of stable pricing. The volume reduction,
combined with an unfavourable shi in
product mix, weighed on profitability.
Gross profit decreased by 15% to
€151 million (2024: €178 million), with the
gross margin declining to 20.8% (2024:
21.4%). This primarily reflects a temporary
but significant contraction in the Industrial
business, where sales volumes declined by
22%, outpacing the 10% decline in Steel,
due to project deferrals in Non-ferrous
metals and persistent weakness in Glass.
Regional steel production contracted by
4.1%, with the most pronounced decline in
Germany, where steel output fell by 8.6%
according to WSA data. Steel demand
was severely impacted by weakness
in the automotive sector, with European
production in 2025 falling to levels last
seen during the 2009 and 2020-2022
downturns. Trade policy volatility
compounded these pressures, as the US
reintroduced 25% taris on EU steel and
aluminium exports in March, escalating to
broader measures and a 50% tari in June,
materially undermining the competitiveness
of European exports and disrupting supply
chains. Although taris were partially
reduced to 15% in the second half of the
year, the earlier disruption significantly
weighed on the Steel and Non-ferrous
sectors. Despite these headwinds, the
Group defended market share through
more economical grades and expanded
its 4PRO oering into Cement & Lime,
Non-ferrous metals and Waste2Energy.
Industrial volumes declined, reflecting
a lower number of projects during the
Period. The Cement segment was resilient,
supported by volume growth from
infrastructure demand and disciplined
pricing behaviour. The Glass market
remained under pressure, particularly within
the packaging end markets, leading glass
makers to delay maintenance projects.
Low capacity utilisation and strategic
alignment of the production footprint led
to the closure of the Mainzlar and Wetro
plants in Germany in 2025. Further
network optimisation in the region and
globally remains under consideration.
Recycling performance improved
materially, with the region achieving a
recycling rate of 22.3% (2024: 20.0%),
as the MIRECO business model delivered
growth in both the internal use of recycled
raw materials and the sale of secondary
raw materials to third parties. Operational
eciency and material recovery rates were
enhanced by the deployment of advanced
laser sorting technologies, specifically
‘Maestro’ and ‘Raptor’.
Latin America
Revenues in Latin America decreased by
13% to €536 million (2024: €617 million),
or by 9% on a constant currency basis.
The average revenue per tonne fell by 9%,
reflecting lower prices and an unfavourable
product mix as the share of high-value
industrial projects declined. Shipped
volumes decreased by 4% as market
conditions in the region remained
challenging. The influx of Chinese imports
exerted pressure on the domestic steel and
refractory sectors, further compounded by
US taris introduced in the second half of
the year on both raw materials and finished
goods from Brazil.
Gross profit declined to €147 million
(2024: €190 million), with the gross margin
contracting to 27.4% (2024: 30.8%).
The impact of lower revenue was partially
mitigated by lower input costs and
operational eciencies.
Steel volumes declined by 3%, more than
regional steel production, which declined
by 1.1% according to WSA data. The region
delivered notable commercial
achievements, securing projects in flow
control, coke ovens, and reheat furnaces.
While the Group successfully regained
market share in Mexico, the country
continues to face pressure from Chinese
imports. The strategic focus in the region
remains on driving adoption of the 4PRO
model and renewing long-term contracts
with key customers.
Industrial business declined in volume
by 6%, driven by project postponements,
particularly in Non-ferrous metals and an
unfavourable shi toward lower-value
Cement sales.
Recycling performance improved, with
the recycling rate increasing to 12.2%
(2024: 11.8%).
India
Revenues in India declined slightly to
€441 million (2024: €458 million), but
increased by 2% on a constant currency
basis. Shipped volumes increased by 4%,
reflecting sustained structural demand
across end markets, while average
revenue per tonne declined by 7% due
to pricing pressure from imports and
domestic competition.
Gross profit decreased by 18% to €64 million
(2024: €78 million), with the gross margin
decreasing to 14.4% (2024: 16.9%).
OPERATIONAL REVIEW CONTINUED
Revenue 2025
2024
reported
2024
(constant
currency) Change
Change
(constant
currency)
Europe & CIS 727 829 832 (12)% (13)%
North America 863 709 685 22% 26%
India 441 458 432 (4)% 2%
Latin America 536 617 590 (13)% (9)%
China & East Asia 377 425 411 (11)% (8)%
Middle East, Türkiye & Africa 342 384 377 (11)% (9)%
Minerals 80 65 63 22% 27%
Total 3,366 3,487 3,390 (3)% (1)%
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202530
Steel sales volumes grew by 4%,
supported by a robust macroeconomic
backdrop. Steel production in India
increased by 10.4% year-on-year,
according to WSA data. Elevated imports
from China, driven by domestic oversupply,
intensified competition and pricing
pressure from both multinational and local
players. In response, Indian mills prioritised
strict cost optimisation, reducing spend on
refractories. Despite this challenging
environment, the Group executed a
strategic recovery, recapturing market
share temporarily lost in the fourth quarter
of 2024. RHI Magnesita strengthened its
position in premium product categories
through technical dierentiation and
targeted price increases, supported by the
continued rollout of 4PRO, which secured
significant contracts with tier-one steel
mills. Demand for iron-making and Direct
Reduced Iron (DRI) refractories also
progressed well, generating a healthy
pipeline of new orders.
Industrial business performance was weak
in the region, partially oset by a 3% increase
in sales volumes. Pricing pressure in Cement
was driven by unseasonal monsoons and low
capacity utilisation. The Group mitigated
these challenges through accelerated
deployment of 4PRO, recipe optimisation
and the introduction of advanced global
technologies to reinforce dierentiation.
Sustainability initiatives continued to
gain momentum, with the recycling rate
increasing to 18.8% (2024: 15.5%), supported
by an expanded local vendor base, closer
collaboration with R&D and partnerships
aimed at localising operations and
increasing the use of recycled refractories.
China & East Asia
Revenues in the China & East Asia region
declined by 11% to €377 million (2024:
€425 million), reflecting a 3% decline
in shipped volumes and an 8% reduction
in average revenue per tonne. The
challenging pricing environment weighed
on profitability, with gross profit declining
by 17% to €75 million (2024: €90 million)
and the gross margin decreasing to 19.8%
(2024: 21.2%), with the majority of the
margin erosion concentrated in the
Industrial business.
Steel refractory volumes increased
by 1%, while steel revenue declined due
to pricing pressure, representing a relative
outperformance compared with WSA data
which indicates a 4.2% decline in steel
output in China in 2025.
Within the refractory market, subdued
demand and excess capacity eroded
pricing discipline across the industry.
Despite these conditions, the Group
demonstrated commercial resilience,
securing new ladle, ISO, and 4PRO
contracts in China, Japan, Indonesia,
and Vietnam, partially osetting soer
volumes elsewhere.
The Industrial segment faced headwinds,
with sales volumes decreasing by 11% and
demand weakened across most end markets,
with the Glass business particularly aected
by oversupply following a sharp contraction
in solar-related project pipelines. This
downturn reflects a subdued construction
environment, prompting leading cement
producers to rationalise capacity. Customers
adopted increasingly cost-focused
procurement strategies, including bundled
bidding and tighter purchasing limits,
intensifying competitive pressure.
Despite the challenging market conditions,
the Group continued to advance its strategic
initiatives, including a new collaboration
in the Environment, Energy & Chemicals
product category, further expansion of 4PRO
contracts and diversification of the Industrial
portfolio into adjacent product categories.
Sustainability initiatives also advanced,
supported by partnerships in Southeast Asia
and Japan, with the regional recycling rate
increasing to 9.6% in 2025 (2024: 8.2%).
Middle East, Türkiye & Africa
Revenues in the Middle East, Türkiye
and Africa region contracted by 11% to
€342 million (2024: €384 million), reflecting
a 6% reduction in shipped volumes and a
5% decline in average revenue per tonne.
This translated into a 21% decrease in gross
profit to €78 million (2024: €98 million),
with the gross margin compressing to
22.8% (2024: 25.6%).
Steel demand across the region remained
weak, with intensified price competition
in the refractory market further pressuring
performance. Steel refractory volumes
declined by 5%, diverging from regional
steel production growth of 3.3% reported
by WSA, while average revenue per tonne
fell due to tender-driven dynamics and
heightened competition from Chinese
refractory imports. Against this
commoditised backdrop, the Group’s 4PRO
oering gained traction, resonating with
customers through its focus on operational
eciency, extended campaign life and
sustainability benefits.
The Industrial business revenues remained
broadly stable, despite a 7% decline in
volumes. Gross margin weakened, primarily
due to product mix eects and soer demand
in the Glass sector. Cement customers
continue to be highly price-sensitive
but increasingly sought energy-ecient
and decarbonisation solutions integrated
into their value chains. Aluminium and
Hydrocarbon Processing Industry
customers seek technical partnerships and
installation support, creating opportunities
for RHI Magnesita to dierentiate through
its 4PRO oering, which combines
advanced materials with service and digital
tools. Following the Resco acquisition,
the Group is actively promoting its leading
petrochemical product range in the Middle
East and anticipates stronger traction
going forward.
Recycling initiatives continued to advance,
particularly in Türkiye, positioning circular
solutions as a future growth lever. Recycling
capabilities are expected to become an
increasingly important dierentiator in
upcoming 4PRO contracts given the
comparatively limited capabilities
of competitors in the region.
OPERATIONAL REVIEW CONTINUED
31RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Financial
review
FINANCIAL REVIEW
Ian Botha
Chief Financial Ocer
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202532
FINANCIAL REVIEW CONTINUED
Reporting approach
The Company uses a number of alternative
performance measures (APMs) in addition
to measures reported in accordance with
IFRS Accounting Standards as adopted by
the European Union (IFRS), which reflect
the way in which the Board and the
Executive Management Team assess the
underlying performance of the business.
The Group’s results are presented on an
“adjusted” basis, using APMs that are
not defined or specified under the
requirements of IFRS, but are derived from
the IFRS financial statements. The APMs
are used to improve the comparability
of information between reporting periods
and to address investors’ requirements
for clarity and transparency of the Group’s
underlying financial performance.
The APMs are used internally in the
management of our business performance,
budgeting and forecasting. A reconciliation
of key metrics to the reported financials is
presented in the section titled APMs.
All references to comparative 2024
numbers in this review are on a reported
basis, unless stated otherwise. All reported
volume changes year-on-year are
excluding mineral sales.
Revenue
Group revenues for the year amounted
to €3,366 million, representing a 1%
decrease on a constant currency basis
(2024: €3,390 million). On a reported
basis, revenues declined by 3% (2024:
€3,487 million), reflecting the material
impact of foreign exchange headwinds.
Excluding M&A the Group revenues
amounted to €3,171 million. The
depreciation of key currencies against the
euro, specifically the US dollar, Chinese
yuan, and Indian rupee, negatively
impacted reported revenues by €97 million.
Cost of goods sold
Cost of goods sold decreased by 1%
to €2,594 million (2024: €2,628 million),
although this represented an increase
of 2% on a constant currency basis.
The cost of purchased raw materials
declined by 5% to €1,009 million.
Plant-related labour costs decreased
by 5% to €551 million, driven by network
optimisation and strict fixed-cost controls.
Energy costs declined by 1% as supply
conditions eased resulting in lower crude
oil and natural gas prices. Freight costs
remained broadly flat year-on-year,
supported by subdued freight demand
and global overcapacity following market
disruptions linked to US tari
announcements. Expenditure on general
supplies, including pallets, packaging,
and spare parts, increased to €615 million,
compared to €548 million in 2024.
Despite these overall input cost reductions,
low production volumes resulted in
fixed-cost underabsorption, which
weighed on unit costs.
Raw material prices
Average raw material prices soened in
2025 relative to 2024. Notably, the price
of high-grade dead burned magnesia
(DBM) from China declined by 8%,
primarily driven by oversupply in China
and reduced global refractory demand.
This pricing environment exerts downward
pressure on finished goods pricing,
as production costs decrease for
non-vertically integrated competitors.
Gross profit
Gross profit declined to €772 million
(2024: €859 million), with the gross
margin contracting to 22.9% (2024:
24.6%). This compression reflects pricing
pressure, an unfavourable shi in product
mix and fixed-cost under-absorption,
particularly in the first half of the year.
Selling, general and administrative
expenses (SG&A), decreased by 12%
to €360 million (2024: €408 million),
despite inflationary pressures on labour
costs across all regions. The reduction
reflects focused eorts to reduce SG&A
costs in Europe, the continued migration of
activities into shared services and the India
hub, realised synergies from the Resco
acquisition, and lower bonus provisions.
Depreciation decreased to €132 million
(2024: €136 million), and amortisation
of intangible assets stood at €52 million
in 2025 (2024: €39 million).
Adjusted EBITDA
The Group delivered Adjusted EBITDA
of €504 million, representing a 7%
decrease compared to the prior year
(2024: €543 million). The Adjusted EBITDA
margin declined to 15.0% (2024: 15.6%)
primarily reflecting lower gross profit,
partially mitigated by reductions in
SG&A and R&D expenditure.
Adjusted EBITA
Adjusted EBITA decreased to €373 million
(2024: €407 million), with a margin of 11.1%
(2024: 11.7%). Currency movements had
an adverse impact of €13 million. The weak
first-half performance was partially oset by
management actions implemented during
the year, which contributed €70 million
of savings in the second half. Resco and
BPI contributed a combined €25 million
to Adjusted EBITA in 2025.
The Group’s refractory business delivered
a resilient margin contribution of 10.0 ppts
to the Adjusted EBITA margin of 11.1%.
Vertical integration contributed 1.1 ppts
(2024: 0.8 ppts), remaining close to record
lows due to persistently low prices for
refractory raw materials. Lower raw material
prices negatively impact the earnings
contribution from the Group’s raw material
assets, which is based on the dierence
between market prices and cost of internal
raw material production.
(€m) 2025
2024
reported
2024
(constant
currency) Change
Change
(constant
currency)
Revenue 3,366 3,487 3,390 (3)% (1)%
Cost of goods sold (2,594) (2,628) (2,553) (1)% 2%
Gross profit 772 859 837 (10)% (8)%
SG&A (360) (408) (400) (12)% (10)%
R&D expenses (39) (45) (44) (13)% (12)%
OIE (98) (125) (126) (22)% (23)%
EBIT 223 242 229 (8)% (3)%
Amortisation (52) (39) (38) 32% 38%
EBITA 275 281 267 (2)% 3%
Adjusted items 98 125 126 (22)% (23)%
Adjusted EBITA 373 407 393 (8)% (5)%
Refractory EBITA 336 379 - (11)% -
Vertical integration EBITA 37 28 - 32% -
1. Adjusted EBITA is an APM used by the Group. Refer to page 333 for definitions.
2. Restated due to an accounting policy change. See Note (1) from the financial statements.
33RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
FINANCIAL REVIEW CONTINUED
Items excluded from
adjusted performance
In order to accurately assess the
underlying performance of the business,
the Group excludes certain items from
Adjusted EBITA related to other income
and expenses. In total, net adjustments to
EBITA amounts to €98 million, including:
• €(44) million in expenses for the
ERP system upgrade and digital
architecture update
• €(27) million in network optimisation
costs related to closure of Mainzlar
and Wetro plants
• €(10) million in permanent SG&A
headcount reduction
• €(9) million in restructuring costs for
outsourcing the Group’s shared service
centre network and expanding its scope
• €(8) million in expenses related to
M&A activities
Net finance expenses
Net finance expenses increased to
€95 million (2024: €42 million). This
aggregate figure includes interest payable
on borrowings, net of interest income
on cash balances, alongside the impact
of foreign exchange movements,
pension-related charges, present value
adjustments, factoring costs, and expenses
attributable to non-controlling interest.
Net interest expenses amounted to
€46 million (2024: €39 million), reflecting
reduced interest income on cash balances,
and higher average borrowings following
the Resco acquisition.
Foreign exchange movements resulted in
a net loss of €16 million in 2025 compared
to a gain of €11 million in 2024. This net
loss relates primarily to the weakening of
the Turkish lira, the Mexican peso and the
US dollar, and includes embedded US
dollar-linked derivatives in sales contracts
and currency hedging costs.
Other net financial expenses totalled
€33 million (2024: €14 million),
comprising factoring costs of €11 million
(2024: €10 million), pension charges of
€11 million (2024: €12 million), and present
value adjustments related to onerous
contracts from the 2017 EU remedies
amounting to €(6) million (2024:
€(7) million). The increase in other net
financial expenses is primarily attributable
to significantly higher revaluation of
the Group’s obligation to purchase
the remaining stakes it does not already
own in Jinan New Emei and Chongqing.
Taxation
The reported tax charge for 2025 amounted
to €34 million (2024: €46 million),
resulting in a reported eective tax rate of
27% (2024: 23%). Reported profit before
tax was €128 million (2024: €200 million).
On an adjusted basis, profit before tax
was €273 million (2024: €347 million),
with a corresponding adjusted eective
tax rate of 25% (2024: 24%). The variance
between the reported and adjusted tax
metrics reflects the impact of specific
adjusting items, comprising non-taxable
IFRS income associated with put option
valuations, non-capitalisable losses
arising from restructuring initiatives,
and non-deductible expenses incurred
through M&A activity.
Profit aer tax
On a reported basis, the Group generated
profit aer tax of €94 million (2024:
€154 million). Profit attributable to the
shareholders of RHI Magnesita N.V. stood at
€86 million (2024: €142 million), resulting in
reported earnings per share of €1.82 (2024:
€3.01). Profit attributable to shareholders
is derived aer deducting non-controlling
interests of €8 million (2024: €12 million).
As the Group holds a 56% majority
shareholding in RHI Magnesita India Ltd., the
substantial majority of these non-controlling
interests are attributable to the earnings
consolidated from this subsidiary.
On an adjusted basis, profit aer
tax amounted to €206 million
(2024: €263 million), with Adjusted
earnings per share at €4.18 (2024: €5.32).
A comprehensive reconciliation of EBITA to
EPS and Adjusted EBITA to Adjusted EPS is
provided in the table within the Alternative
Performance Measures (APMs) section.
(€m) 2025 2024
Net interest expenses (46) (39)
Interest income 15 22
Interest expenses (61) (61)
FX eects (16) 11
Balance sheet translation (34) 29
Derivatives 18 (18)
Other net financial expenses (33) (14)
Present value adjustment (6) (7)
Factoring costs (11) (10)
Pension charges (11) (12)
Non-controlling interest expenses (1) 0
Capitalization of borrowing costs 0 3
Interest expense – Transaction costs (4) (1)
Other (1) 12
Total net finance expenses (95) (42)
(€m)
2025
reported
Items
excluded
from
adjusted
performance
2025
adjusted
2024
reported
Items
excluded
from
adjusted
performance
2024
adjusted
EBITA 275 98 373 281 126 407
Amortisation (52) 52 - (39) 39 -
Net financial
expenses (95) (5) (99) (42) (17) (60)
Result of profit in
joint ventures 0 - 0 - - -
Profit before tax 128 145 273 200 147 347
Income tax (34) (33) (67) (46) (38) (84)
Profit aer tax 94 112 206 154 109 263
Non-controlling
interest 8 - 8 12 - 12
Profit attributable to
shareholders 86 112 198 142 109 251
Shares outstanding 47 - 47 47 - 47
Earnings per share 1.82 2.36 4.18 3.01 2.31 5.32
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202534
Cost of
goods sold €2,594m
Purchased
Raw Materials
€1,009m
Personnel €551m
Freight €197m
Energy €223m
Depreciations (COGS) €86m
Supplies €157m
Others €371m
Gross Profit
€772m
Revenue
€3,366m
Steel
€2,328m
Revenue
and P&L
€3.366m
Industrial
€958m
Mineral
€80m
Adjusted EBITA
€373m
Adjusted Profit aer Tax
€206m
Adjusted Profit attributable
to shareholders
€198m
Minorities
€8m
Tax €67m
Other net financial
expenses €54m
SG&A €360m
R&D €39m
Operating
Expenses
€399m
Net interest
expense €46m
Adjusted EPS
€4.18
2024: €5.32 per share
Adjusted EBITA margin
11.1%
2024: 11.7%
Capital expenditure
€111m
2024: €145m
Working capital
Excluding the impact of the Resco acquisition, working capital decreased to €718 million
(2024: €865 million), primarily driven by reductions in inventory and accounts receivable
in response to lower business activity and currency movements. Including the impact of
M&A, total Group working capital amounted to €769 million at year-end.
(€m)
2025
(Excl. M&A)
2025
(Group)
2024
(Group)
Working Capital 718 769 865
Inventories 879 932 962
Accounts Receivable 400 414 4 74
Accounts Payable 561 577 572
Working capital intensity measured as a percentage of annualised revenue over the final
three months of the year, decreased to 21.7% (2024: 23.4%). Inventory intensity remained
broadly flat at 26.3% (2024: 26.1%) and accounts receivable intensity improved to 11.7%
(2024: 12.9%).
(%)
2025
(Excl. M&A)
2025
(Group)
2024
(Group)
Working Capital Intensity 21.6% 21.7% 23.4%
Inventory Intensity 26.5% 26.3% 26.1%
Accounts Receivable Intensity 12.0% 11.7% 12.9%
Accounts Payable Intensity 16.9% 16.3% 15.5%
Cash flow
Adjusted operating cash flow decreased to €391 million (2024: €419 million),
representing a cash flow conversion from Adjusted EBITA of 105% (2024: 103%).
The Adjusted operating cash flow decline primarily reflects a €39 million reduction
in Adjusted EBITDA compared to 2024 and lower cash generation from working capital,
partially oset by lower capital expenditure of €111 million (2024: €145 million).
Free cash flow decreased to €214 million (2024: €225 million).
Cash income tax payments decreased to €54 million (2024: €69 million), while net interest
paid amounted to €83 million (2024: €89 million).
FINANCIAL REVIEW CONTINUED
Revenue and P&L summary
35RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Financial position
Net debt increased to €1,495 million
(31 December 2024: €1,251 million), primarily
reflecting the acquisition of Resco. Net debt
comprises gross debt of €1,786 million,
IFRS 16 lease liabilities of €64 million and
cash equivalents of €355 million. Total
leases of €64 million are included in the
Group’s Net debt position as required
by IFRS 16.
This results in a leverage ratio at 2.9x
Net debt to Pro Forma Adjusted EBITDA,
compared to 2.3x as at 31 December 2024.
Pro forma Adjusted EBITDA includes a
full-year contribution from businesses
acquired during the year.
Available liquidity at 31 December 2025
was €955 million (31 December 2024:
€1,376 million), comprising undrawn
committed facilities of €600 million and
cash and cash equivalents of €355 million
(2024: €576 million).
The Group continues to target a Net debt
to Pro Forma Adjusted EBITDA range of
1.0-2.0x, with temporary increases for
compelling M&A opportunities. Leverage
is expected to reduce to around 2.6x by
the end of 2026.
Returns to shareholders
The Board has recommended a final
dividend of €1.20 per share for the 2025
financial year, representing a cash outflow
of €85 million for the full-year dividend.
Subject to approval at the Annual General
Meeting scheduled for 13 May 2026, the final
dividend will be payable on 11 June 2026
to shareholders on the register at the
close of trading on 29 May 2026. The
ex-dividend date will be 28 May 2026.
FINANCIAL REVIEW CONTINUED
Together with the interim dividend of
€0.60 per share paid on 25 September
2025, this results in a full year dividend
of €1.80 per share. This represents a
dividend cover of 2.3x Adjusted earnings
per share, in-line with the Board’s stated
dividend policy.
The Board’s dividend policy remains
unchanged, targeting a dividend cover
below 3.0x adjusted earnings over the
medium term. Dividends are paid on a
semi-annual basis, with one third of the prior
year’s full year dividend paid at the interim.
Cash flow €m 2025 2024
Adjusted EBITDA 504 543
Share-based payments – gross non-cash 4 9
Working capital changes 84 105
Changes in other assets and liabilities (89) (93)
Investments in PPE, IA (111) (145)
Adjusted operating cash flow 391 419
Income taxes paid (54) (69)
Cash eects of other income/expenses and restructuring (69) (62)
Investments in financial assets (3) (19)
Cash inflows from the sale of PPE, IA 24 16
Cash inflows from the sale of financial assets 0 11
Investment subsidies received (0) 2
Cash inflow from joint ventures and associates 0 0
Net interest paid/received (83) (89)
Net derivative cash inflow/outflow 4 18
Dividend payments to NCI (2) (3)
Other investing activities 4 0
Dividends received 1 1
Free cash flow 214 225
Investments in non-current receivables (0) (44)
Investment in subsidiaries net of cash (350) (7)
Cash in from sales of subsidiaries net of cash - -
Proceeds from share issue in subsidiaries 0 0
Capital contribution NCI - -
Investments in NCI (3) (6)
Payment for share issue costs - -
Treasury stock - -
Dividend payments (85) (86)
Change financial receivables from joint ventures & associates (0) (0)
Cash change in net debt (224) 80
Debt from acquisitions 8 -
New lease obligations 7 29
Exchange eects 4 (3)
Others (0) (1)
Actual change in net debt (204) 105
ROIC
9.5%
2024: €10.4%
Adjusted EBITA
€373m
2024: €407m
Adjusted operating cash flow
€391m
2024: €419m
Dividend
€1.80 per share
2024: €1.80 per share
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202536
OUR RISK MANAGEMENT APPROACH
Eective
risk management
Our risk management
approach helps the
Board and EMT to
understand the risks
associated with the
adopted strategy,
periodically assess if the
strategy is aligned with
our risk appetite, and
understand how the
chosen strategy could
aect the Group’s risk
profile, specifically the
types and amount of
risk to which the Group
is potentially exposed.
Our approach to risk management
The approach to risk management
established over the past years was
maintained throughout 2025. In 2025,
the fraud risk assessment was extended
by tailored use cases for RHI Magnesita and
the production footprint through acquisition
was amended for the plant risk assessment.
The risk management approach combines
top-down, bottom-up and deep-dive
risk assessments. The top-down risk
assessment is performed by the Executive
Management Team (EMT) and reviewed by
the Audit & Compliance Committee and the
Board of Directors. Reporting against these
risks is included periodically within EMT
meetings, Audit & Compliance Committee
meetings and the annual Board-led
strategic review. The bottom-up risk
assessment is based on each of the plants,
which maintain ongoing risk management
activity linked to the ISO risk management
practices, specialist risk assessments and
monitored key risk indicators.
Deep-dive risk assessments are performed
for areas of emerging or prevailing risks,
which in 2025, included plant operations,
fraud management, sustainability, and
health & safety. The information from
the bottom-up and the deep-dive risk
assessments is integrated with the top-down
risk assessments to ensure that the Group
risk profile is complete and accurate.
Risks and strategy
Our risk management approach helps
the Board and EMT to understand the
risks associated with the adopted strategy,
periodically assess if the strategy is aligned
with our risk appetite and understand how
the chosen strategy could aect the
Group’s risk profile, specifically the types
and amount of risk to which the Group is
potentially exposed. As part of this process,
risk scenarios are evaluated to assess
potential outcomes.
Risk management cycle
5
4
3
2
1
1. Identification
Starting from all the possible
categories of risks potentially
impacting the Group, specific
risks relevant to RHI Magnesita
are identified through several
analytical tools, including
comparative analysis and
risk benchmarking.
2. Assessment
The risks identified are linked
to potential root causes and
assessed for their inherent
likelihood, inherent impact, and
velocity. Risk analysis to develop
an understanding of the possible
interdependencies between
risks is performed.
3. Mitigation
All risks considered to be outside
of the Group risk appetite, due
to their nature or their potential
financial or qualitative impacts,
are mitigated by appropriate risk
management strategies. The
implementation and eectiveness
of the defined mitigation measures
are reviewed, and additional
actions are defined if necessary.
For this purpose, risks are
assessed based on their likelihood
and impact before and aer the
implementation of those
mitigation measures.
4. Monitoring
Risks and associated mitigating
measures are reassessed during
the year, with increased frequency
for those areas experiencing
significant changes in the risk
landscape. The remaining risk
level is evaluated to ensure that
it is aligned with the Group’s risk
appetite and reviewed by the EMT.
5. Reporting
Risks that require immediate
action are reported immediately
to line management for action.
Risks that do not require
immediate action are reported
periodically to the operational
management and on a quarterly
basis to the EMT.
Herbert Cordt
Chair of the Board of Directors
37RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OUR RISK MANAGEMENT APPROACH CONTINUED
The assessment, monitoring and mitigation
of key risks to the strategy are core features
of the established risk management
approach. Risk workshops were conducted
with the EMT and Board to review the
Group risk profile in the context of the
2030 strategy and the risk appetite of the
top risks to the Group. The Group’s key
financial risks are disclosed under Note 36
to the Consolidated Financial Statements.
Risk appetite
We define risk appetite as “the nature
and extent of risk RHI Magnesita is willing
to accept in relation to the pursuit of its
objectives”. We look at risk appetite from
dierent angles, such as the severity of the
consequences should the risk materialise,
any relevant internal or external factors
influencing the risk, and the status of
management actions to mitigate or control
the risk. A scale is used to help determine
the risk appetite threshold for each risk,
recognising that risk appetite can change
over time.
If a particular risk exceeds its risk appetite
threshold, it could threaten the delivery
of our objectives and therefore require
significant risk mitigation and potentially a
change to the strategy. Risks that approach
the limit of the Group’s risk appetite may
require acceleration or enhancement of
management actions to ensure that risk
remains within appetite levels.
The risk management approach is based
on an assessment of the risk appetite
formed by the Board, covering the key risk
categories (“averse”, “limited”, “moderate”
and “high”). The risk appetite statements
are approved by the Board and are a
foundational element of our risk framework
as they provide guidance to management
on the amount and type of risk we seek to
take in pursuing our objectives. The Board
has carried out a robust assessment of the
Group’s principal and emerging risks.
In 2025, scenarios relating to Raw Material
and Network Optimisation were discussed
in depth at the Board to assess the risk
management approach, alignment with the
strategy and the risk appetite being applied.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202538
OUR RISK MANAGEMENT APPROACH CONTINUED
Our principal risks
The principal risks are those the Board
considers may have a significant impact
on the results of the Group and on its
ability to achieve its strategic objectives.
This does not represent an exhaustive list of
risks faced by the Group but encompasses
those considered to be most material to
business performance.
The risks can occur independently from
each other or in combination. Extraordinary
events have the potential to crystallise
multiple principal risks simultaneously,
significantly magnifying the adverse impact.
All principal risks included in the 2024
Annual Report have been confirmed to be
equally relevant for 2025 and are reported
with the same risk definition as 2024.
An additional principal risk for “Ability
to strategically price and deliver price
increases” was reintroduced from the 2023
register reflecting the dynamic evolving
external environment impacting the price
developments. Therefore, there are eleven
principal risks in 2025. All risks have been
reviewed throughout the year and changes
have been assessed to the rating or risk
appetite relating to one of the principal
risks (“Environmental and climate risks”)
in 2025. These changes are described
in the section below.
Emerging risks
Identifying emerging risks is a key part
of our risk management process. All risk
assessment sessions at regional or global
level dedicate time to identify and discuss
emerging risks. These discussions are
facilitated by Internal Audit, Risk &
Compliance who raise risk topics apparent
from peer companies and expert studies
and combine these with the input from
over 50 Senior Leaders on at least a
six-monthly basis. Emerging risks are
assessed to determine if they need to
be added to the principal risks, Group
Risk Dashboard, lower-level risk tracking
or retained on a watchlist. Once added
to the formal risk register, emerging risks
are managed in the same manner as
established risks. The consideration
of emerging risks and changing risk
landscape can also lead to changes
in the risk appetite levels.
Risks that have emerged in 2025 or
increased in relevance and therefore
received more focus include:
• Increasing complex trade restrictions.
• Risks impacting supply chain dynamics
on the Company’s Backward Integration
Strategy Capital allocation constraints
to fund operational business.
These risks have increased due to
the impact on the Group of increasing
complex macroeconomic and geopolitical
environment. Additional risk drivers include
the enhanced production footprint from
acquisitions and the digital transformation
of the Company.
VERY LIKELY LIKELY POSSIBLE UNLIKELY
LOW HIGHMODERATE CRITICAL
Group risk chart
Principal risks 2025
1
Macroeconomic and geopolitical environment
2
Inability to execute key strategic initiatives
3
Significant changes in the competitive environment or speed of disruptive innovation
4
Reliability of the end-to-end supply chain
5
Sustainability – environmental and climate risks
6
Sustainability – Health & Safety risks
7
Regulatory and compliance risks (excluding trade compliance)
8
Cyber and information security risks
9
Trade compliance
10
Organisational capacity to execute strategy, including demonstrating Company cultural values
11
Ability to strategically price and deliver price increases
1
2
5 8 9 4
7
3
6
10
11
39RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
The Board reviews the eectiveness of
the system of internal financial, operational
and compliance controls and the risk
management framework. RHI Magnesita
follows the corporate governance
requirements of the regulations of both
the Netherlands, given the location of its
incorporation, and the UK, given the location
of its listing. Where possible; the disclosures
are combined in this report, however there
are certain risk areas where the respective
governance requirements necessitate
similar but separate assessments.
One such risk area is the required disclosure
and description of RHI Magnesita’s control
environment and systems. Therefore, the
Company provides both a Management
“In-Control Statement” as is required by
the Dutch Corporate Governance Code
and an internal control system report
as is required under the UK Corporate
Governance Code. Both outline the
measures that RHI Magnesita takes to
ensure a strong control environment.
Internal control system
The Board is ultimately responsible
for maintaining eective corporate
governance, which includes the Group’s
risk management approach, the Group’s
system of internal controls and the
Group’s internal audit approach.
The Board regularly reviews the
eectiveness of the system of internal
financial, operational and compliance
controls, and the risk management
framework. The Board examines whether
the system of internal controls operates
eectively throughout the year and will
make recommendations when appropriate.
These systems have been in place
throughout 2025 and up to the date of this
report and comply with the UK Financial
Reporting Council’s Guidance on Risk
Management, Internal Control and Related
Financial and Business Reporting. They are
based on the three lines of defence model,
supported by an end-to-end process
model and a delegation of authorities
structure reflecting the responsibility for
risk management and internal controls
at all management levels.
The Group’s internal control framework
is designed to enable the application of the
Group’s risk appetite. This typically seeks
to avoid or mitigate risks rather than to
completely eliminate the risks associated
with the accomplishment of the Group’s
strategic objectives. It provides reasonable
but not absolute assurance against
material misstatement or loss.
The Group has in place a specific risk
management approach and an internal
control framework in relation to its financial
reporting process and the process of
preparing the financial statements. These
systems include policies and procedures
to ensure that adequate accounting
records are maintained, and transactions
are recorded accurately and fairly to permit
the preparation of financial statements in
accordance with the applicable accounting
standards. For the accounting process,
an accounting manual is used to structure
the internal controls over the accounting
process. In 2025, the Internal Controls
Hub established in the previous period
was further developed managing control
performance, control monitoring and
performance ensuring consistency in the
application of financial reporting controls.
In 2025 the Group developed and
executed a set of projects to improve the
internal processes and systems of the
Group. A key focus area has been delivered
by designing a single set of Group-wide
processes for key activities. Alongside this
work the Group has continued to outsource
key transactional processes to a specialised
company in managing service centre
operations and optimise the operational
footprint. The Group is also in the
execution stages of a multiple year project
in replacing and upgrading its ERP system.
In December 2025, the first successful
go live in Türkiye was achieved. These
activities will lead to a step change
improvement in the consistency and
eciency of the internal control system.
The Group has an Internal Audit function,
with a reporting line to the Chair,
Audit & Compliance Committee and a
secondary reporting line, for day-to-day
operational matters, to the CFO. The
Internal Audit function provides assurance
to the Audit & Compliance Committee and
the Board on the design and eectiveness
of the internal control framework. Internal
Audit operates within a single department
also comprising Risk Management and
Compliance. The Audit & Compliance
Committee and management ensure that
appropriate safeguards are in place to
maintain the independence of Internal
Audit. The Internal Audit, Risk &
Compliance function is structured into
regionally based teams providing a locally
focused governance presence to support
regional management in line with the
established Group-wide model.
In April 2025 the Head of Internal Audit,
Risk & Compliance le the Company.
The role was filled on an interim basis with
an internal talent for nine months and who
was subsequently appointed as the new
Head of Internal Audit, Risk & Compliance
from December 2025. Organisational
independence has been closely monitored
by the Audit & Compliance Committee
to ensure that the independence of
Internal Audit and the eectiveness
of Risk Management and Compliance
have not been compromised.
OUR RISK MANAGEMENT APPROACH CONTINUED
Our internal control system
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202540
An External Quality Assessment of the
eectiveness and capability of the Internal
Audit function was performed in 2021. The
delivery of improvement points from this
report has been completed in subsequent
years and maintained in 2025.
During 2025, Internal Audit conducted
22 planned internal audits and 19 regional-
or specialist-focused investigations,
reporting the most relevant observations
and recommendations to regional
management, the Executive Management
Team, and summarised reports to the
Audit & Compliance Committee.
The reports by management and Internal
Audit, Risk & Compliance also facilitated
consideration by the Audit & Compliance
Committee of management actions in
respect of the following key control
framework challenges:
• Improving management and the
adherence to internal controls execution
preventing operational ineciencies.
• Eective integration of acquired entities
into the Group’s internal control
framework.
• Continuing the journey towards global
process standardisation.
The Board considers the Company’s risk
management and internal control system
are appropriate and eective to give
reasonable, but not absolute, assurance
against material misstatement or loss.
Improvements on the internal control
systems implemented and planned have
been discussed regularly between the
Board and Audit & Compliance Committee.
Given the dynamic nature of the Group
and the continuing evolution of the
regionalisation model, the Board
emphasises the importance of further
internal control system improvements
in 2026, most notably the completion of
global process standardisation work to drive
the new ERP system implementation.
Management
“In-Control Statement”
The Board and EMT are responsible for
ensuring the Company has adequate risk
management and internal controls systems
in place.
The core design of the internal control
systems is based on extensive work
conducted as part of the merger activity
in 2017 and reassessed in 2020 to create
a more regionally focused and agile
structure. The regional focus was further
increased in early 2022. A further step
change in process standardisation is
expected in 2026 when the new control
monitoring framework will be implemented
introducing external assurance providers
and cross-functional control oversight.
The key internal control measures include
reviews of financial performance and key
control weaknesses at each Board meeting.
The EMT continues to monitor the
eectiveness of the adoption of control
monitoring and corporate culture and
values especially throughout the
organisation – the enhancement of the
corporate culture has been accelerated
by the regional approach. The EMT have
visited selected regions in 2025 and
performed on-site week-long deep dives
into all key aspects of regional performance.
Following the update of the Code of
Conduct in early 2023, the policy to report
and investigate misconduct has been
updated and reinforced through increased
training and communication in 2024. In
2025, the investigation approach on low risk
items was revisited introducing a balanced
approach on resource management and
risk management. The Board and EMT
monitor the response to issues raised via
the whistleblowing process. All key changes
in the internal control framework were
reviewed by the EMT.
Each leader is accountable for the
eectiveness and monitoring of the
internal controls within their areas of
responsibility and is required to complete
a self-certification of their assessment.
The self-certification is also signed-o
on a regional level. Measures are applied
in each functional area and region to
assess the eectiveness of internal
controls and to escalate any identified
issues. Control weaknesses identified by
management and those identified through
the quality management system reviews,
OUR RISK MANAGEMENT APPROACH CONTINUED
risk management activity and internal audit
reports are escalated to the EMT for review
and resolution, all of which is overseen by
the Audit & Compliance Committee. The
key control weaknesses identified from these
processes were addressed within 2025.
In 2025, risk management activity focused
on maintaining the previously established,
mechanisms and integrating acquired
entities and outsourced services into the risk
assessment models. Plant risk management
and fraud risk management were executed
in 2025 following the established
approaches. This approach continued
to further strengthen the link between
strategy setting and risk management,
enhanced by extensive collaboration
between the respective teams.
The delivery of the risk management
approach and the results of the internal
quality assessment and planned next steps
were reviewed by the Audit & Compliance
Committee. In addition, the risk appetite
was discussed and approved by the Audit
& Compliance Committee and the Board
following a series of discussion workshops.
Therefore, Management confirms:
• the report provides sucient insights
into any failings in the eectiveness
of the internal risk management and
control systems with regard to the risks;
• the aforementioned systems provide
reasonable assurance that the financial
reporting and limited assurance that
the non-financial reporting, including
sustainability, does not contain any
material inaccuracies;
• based on the current state of aairs, it
is justified that the financial reporting is
prepared on a going concern basis; and
• the report states the material risks, and
the uncertainties, to the extent that they
are relevant to the expectation of the
Company’s continuity for the period
of twelve months aer the preparation
of the report.
41RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Viability statement
Assessment period
The Board has assessed the prospects
and the viability of the Group over the
forthcoming 12 months, based on a detailed
financial plan (i.e. for financial year 2025)
as well as a longer period e.g. the long-term
plan to 2027. The Board believes that the
three year period remains appropriate,
being based on its internal budget,
financial planning timeframes and the
established targets and aims, which
combine to give reasonable expectations
of the Group’s position and performance.
The assessment process
and key assumptions
The Board’s assessment included review
of the potential financial impacts as well
as available financial headroom in the most
severe but still plausible scenarios that
could threaten the viability of the Group.
These scenarios considered the current
financial position of the Group and the
potential mitigations that management
reasonably believes would be available to
the Company. These mitigations include the
use of credit lines, SG&A reduction, deferral
and reductions in capital expenditure,
reduction of working capital and dividend
cancellation or reductions.
The financial forecast is based on a number
of key assumptions, including product
prices, exchange rates, raw material prices,
energy, freight and labour costs, estimates
of production volumes, future capital
expenditure and delivery of our strategic
cost reduction and sales initiatives.
In addition, the forecast does not assume
the renewal of existing debt facilities or
raising of new debt. A key component of the
financial forecast and strategic plan is the
expected growth of steel production and
the output of non-steel clients in all regions,
combined with the development of the
specific refractory consumption, taking
account of technological improvements.
Management also performed a reverse stress
test assuming a severe decrease in sales
volumes of 14% sustained over 30 months.
Management analysed the impact of the
2008 Global Financial crisis and the
COVID-19 impact over sales volumes and
margins. Whilst the decrease in volumes
was notable, the Group was able to recover
the volumes within 12 months.
The scenarios that have been modelled are
based on severe but plausible outcomes
and associated costs are based on actual
experience where possible. The scenarios
have been considered individually and
as a cluster of events.
Assessment of viability
The Group’s liquidity amounts to
€955 million comprising cash and cash
equivalents of €355 million and undrawn
committed credit facilities of €600 million
as of 31 December 2025. This is sucient
to absorb the financial impact of the risks
modelled in the stress and sensitivity
analysis. However, if these risks were to
materialise, the Group also has a range
of additional mitigating actions that
enable it to maintain its financial strength,
including reduction in fixed costs and
capital expenditure, raising debt or reducing
or cancelling the dividend.
Viability statement
The Directors believe that the Group is
well-placed to manage its principal risks
successfully. In making this statement the
Directors have considered the resilience
of the Group, taking account of its current
position, the risk appetite, the principal risks
facing the business in severe but plausible
scenarios, and the eectiveness of any
mitigating actions.
The Directors have a reasonable
expectation that the Group and Company
will be able to continue in operation and
meet its liabilities as they fall due over
the period to December 2028.
Going concern
In considering the appropriateness of
adopting the going concern basis, the
Directors assessed the Group’s potential
cash generation and considered a range
of downside scenarios that model dierent
degrees of potential economic downturn,
using the same model as for the viability
assessment. This assessment covers at least
12 months from the from the date of approval
of the Consolidated Financial Statements.
The scenarios considered by the Directors
include a severe but plausible downside
and a reverse stress test which determines
the level of EBITDA that could breach the
debt covenant of the Group’s principal
borrowing facilities. Mitigating actions
within management control which would
be undertaken in the downside and reverse
scenarios, include but not limited to: reduce
fixed costs and SG&A, reduction of working
capital and capital expenditure, seeking
a debt covenant waiver and reducing or
cancelling the dividend, but these were not
incorporated in the downside modelling.
In the scenarios assessed and taking into
account liquidity, available resources and
before the inclusion of all mitigating actions,
the Directors consider it is appropriate to
continue to adopt the going concern basis
in preparing the Financial Statements of
the Group and the Company for the period
ended 31 December 2025.
Scenario Principal risks
Severity of
the impact
Severe macroeconomic
downturn
1. Macroeconomic and geopolitical environment. Low
Severe macroeconomic
downturn with impact
of multiple principal risk
1. Macroeconomic and geopolitical environment.
2. Inability to deliver strategic projects.
3. Significant changes in the competitive
environment or speed of disruptive innovation.
4. Reliability of end-to-end supply chain.
Medium
Reverse stress test
assuming significant
and sustained reduction
in sales volumes
1. Macroeconomic and geopolitical environment. High
OUR RISK MANAGEMENT APPROACH CONTINUED
The Directors have a reasonable expectation that
the Group and Company will be able to continue
in operation and meet their liabilities as they fall
due over the period to December 2028.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202542
Principal risks
OUR RISK MANAGEMENT APPROACH CONTINUED
Macroeconomic and
geopolitical environment
Target risk appetite
KPIs
Revenue, Adjusted EBITA margin,
Adjusted EPS, ROIC.
Internally monitored metrics
Key macroeconomic and financial
market indicators, steel, cement, and
aluminium forecasted production.
Risk description
Changes in the global economic
environment, financial markets conditions
and adverse geopolitical developments
may have an impact on the Group’s
revenue and profitability.
The macroeconomic environment changes
leading to sales volume reductions can
arise from industrial factors or from wider
global issues, such as a global economic
conditions, regional conflicts, trade
restrictions or global logistic challenges.
The demand for refractory products is
directly influenced by steel, cement, glass
and non-ferrous metal production, energy
prices and the production methods used
by customers.
Due to the current market situation,
fluctuations in sales volumes have an
impact on the utilisation of production
capacities and consequently on the
Group’s profitability and gearing.
Examples of specific risks:
• Decreasing investment and delays in
customers’ infrastructure projects
(therefore reducing steel and cement
demand) leading to lower refractory
consumption and depressed
sales volumes.
• Customers focusing on lower-cost
and more commoditised refractories
because of low-capacity utilisation.
• Lower sales volumes leading to lower
fixed cost absorption.
• Increasing costs of core resources
and supplies (e.g. energy, labour,
raw materials, freight and packaging).
• Increased trade restrictions, taris
or export bans could disrupt supply
chains and increase material costs.
• Currency fluctuations could impact
the cost of imports and exports.
Risk mitigation
• Initiatives to increase the Group’s
resilience, through establishing leaner
processes and lower fixed cost structures
whilst increasing the Group’s market
share and the value for our customers.
• Diversification of geographies
and industries.
• Close monitoring of production
costs fluctuations to guarantee
the expected profitability.
• Price increase initiative to pass
inflationary costs to customers.
• Early leading indicators to ensure
identification of emerging
macroeconomic trends.
• Treasury Policy and use of financial
instruments to mitigate risk exposure
to financial markets.
• Agile, experienced and solution-focused
management teams who can respond
quickly and innovatively to challenges.
Risk movement
During 2025, the macroeconomic
environment continued to be challenging
for the refractory industry. The refractory
industry experienced a postponement
in customer projects in most markets.
In addition to major ongoing geopolitical
tensions, evolving sanctions regimes and
heightened trade tensions have contributed
to a more fragmented global environment.
This has also impacted foreign exchange
volatility which continues to aect
translated revenues and costs.
The risk appetite remains high (no changes
from 2024). The risk level has increased to
outside the risk appetite with a continued
management commitment to reduce the
risk level and bring it within the risk
appetite in 2026.
01
Target risk appetite
High Moderate Limited Averse
43RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OUR RISK MANAGEMENT APPROACH CONTINUED
Inability to execute
key strategic initiatives
Target risk appetite
KPIs
Voluntary employee turnover, Revenue,
Adjusted EBITA margin, Adjusted EPS,
Leverage, ROIC.
Internally monitored metrics
Adjusted EBITA from strategic initiatives,
ROIC from strategic initiatives,
completion of strategic initiatives
on-time and on-budget.
Risk description
The Group’s strategic initiatives include
cost optimisation, production network
optimisation, digitalisation, sales expansion,
recycling and M&A projects.
Eective prioritisation and execution are
key to delivering the Group strategy. The
ambition level of these initiatives requires
a high level of management capacity to
eectively deliver change management
and strategic initiatives execution.
The failure to eectively execute these
initiatives because of external or internal
circumstances may lead to lower than
planned financial performance, including
loss of revenue and margin.
Examples of specific risks:
• Failure to develop the Company strategy
into specific actions.
• Failure to react in a timely manner
to a changing environment.
• Failure to identify trends and emerging
technologies.
• Failure to eectively deliver strategic
initiatives.
• M&A underperformance.
• Inability to fully realise benefits
from capex investments.
Risk mitigation
• Group-wide strategy with a high focus
on key priorities.
• Postponement or cessation of
strategically nonimportant projects.
• Strengthening of the culture of
accountability.
• Leadership capability development
programme.
• Deep dive learning-based review
on each strategic initiative.
• Increased focus and oversight
investments and enhanced financially
based tracking during the delivery
phase of corporate development and
cost saving initiatives.
• Strong and impactful Group strategy
team to have a broader more challenging
role across the Group, concentrated
on network optimisation and global
strategies for main product groups.
Risk movement
In 2025, the Group executed key strategic
initiatives including a step forward in the
digital transformation journey, further
investing in strategic acquisitions including
recycling and strengthening the Company’s
operational excellence programme.
In 2025 most focus continued to be
on the integration of acquired companies
and transformational change projects to
enhance strategic execution and set a
strong basis to be fit for the future.
Considering that the principal risk
covers a broad range of strategic initiatives,
the overall risk score is unchanged and
remains within the risk appetite, but requires
close monitoring.
02
Target risk appetite
High Moderate Limited Averse
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202544
OUR RISK MANAGEMENT APPROACH CONTINUED
Risk mitigation
• Create a climate that fosters innovation
and “out of the box” thinking.
• Continued investment in R&D,
including, importantly, on sustainability
in line with the Group’s strategy.
• Focus development activity on projects
aimed at an agile and fast impact on
the market.
• Monitoring of key R&D and innovation
metrics.
• Partnering with third-party innovation
leaders.
• Develop a digital strategy and invest
in technology infrastructure, tools,
and talent.
• Failing to adopt AI-powered predictive
maintenance and manufacturing
processes.
Risk movement
The success of this approach has been
seen in the customer satisfaction surveys
with an all time high Net Promoter Score.
Throughout 2025, the Company
experienced a continued strong external
market environment with non-traditional
competitors, particularly from regions with
lower production costs leveraging an
aggressive pricing strategy and increasing
the market pressures. Therefore the overall
risk score has increased with a continued
management commitment to reduce the
risk level in 2026.
The Company has successfully made
progress on the strategy to enhance
capabilities and market reach through
acquisitions and successfully invested in
recycling business in 2025. Furthermore,
the Group retains the capability and
ambition to develop customer facing digital
solutions but aligned to the pace of change
sought by our customers.
Significant changes in the
competitive environment
or speed of disruptive
innovation
Target risk appetite
KPIs
Revenue, Adjusted EBITA margin,
Adjusted EPS, ROIC, R&D & Technical
Marketing Spend.
Internally monitored metrics
R&D & technical marketing spend, ROIC
on such spend and time-to-market,
Loss of opportunities, Win/Loss Rate,
Net Promoter Score.
Risk description
Depending on the ability of the Group to
develop adequate products and services,
the changes in customers’ preferences
towards innovative products may present
either an opportunity or a threat by
increasing pressure on demand
and margins.
The speed of evolution of customer
demand for environmentally beneficial
features, digitalisation and services may
be faster than the pace of implementation
of the Group’s digital strategy.
Examples of specific risks:
• Disruptive product technology
introduced by a competitor.
• Failure to identify digitalisation trends
and technologies.
• Competitors being faster and more
agile in responding to changing
customer requirements.
• Failure to meet the customer demand.
• New market entrants or non-traditional
competitors leveraging an aggressive
pricing strategy attracting customers.
03
Target risk appetite
High Moderate Limited Averse
45RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Reliability of the end-to-end
supply chain
Target risk appetite
KPIs
Revenue, Adjusted EBITA margin,
Adjusted EPS, ROIC.
Internally monitored metrics
Refractory lead times, plants’ capacity
utilisation, Supply in Full on Time,
Inventory levels, Customer surveys.
Risk description
The journey from raw material to finished
goods can span several months and
might require shipments across the globe.
The ability to react quickly to changes
prompted by internal and external factors
is therefore key to ensuring value delivery
to our customers.
In addition, the ability to forecast the
demand for the Group’s products is key
to enabling ecient and eective planning
of production-related activities, including
procurement, inventory planning and the
size and locations of the plants in our
production network.
Our global operations can be disrupted
by issues in a specific geography or by
industry-wide challenges. However, the
ability to transfer some of the production
between geographies to mitigate the risk
of business interruption can be deployed
as a risk mitigation strategy.
Examples of specific risks:
• Structural weakness in production
network.
• Production interruption at a single-source
manufacturing site.
• Inability to accurately predict customer
demand leading to missed sales
opportunities, inecient production
planning and additional costs.
• Global logistic challenges impacting
the stability, speed and cost of our
end-to-end supply chain.
• A natural disaster or major political crisis
in one or more countries or regions.
OUR RISK MANAGEMENT APPROACH CONTINUED
Risk mitigation
• Supply chain initiatives to improve and
address specific operational challenges.
• Regular reviews of sales, production and
financial plans, as well as longer-term
portfolio decisions, are based on
extensive research.
• Additional system resources leading
to improvements in delivery reliability
and reduction of production backlog.
• Geographical diversification of the
production network.
• Implementation of an optimised
production footprint to meet planned
requirements.
• Risk-based investment policy.
• Global insurance coverage.
• Focus on the minimisation of sole-source
materials and strategically balancing
stock levels.
• Concentrated eorts on increasing
transparency and enhancing the
communication flow.
Risk movement
In 2025 the Group achieved its highest
ever customer satisfaction ratings for a third
consecutive period.
Strategic initiatives are well advanced in
optimising the Group’s production network
with a strong local-for-local approach
ensuring timely reaction to demand shis
and supply chain challenges.
Localised logistics challenges remain
monitored and mitigated, such as the Red
Sea shipping lane issues in late 2023 and
the threatened impact on global shipping
due to the heightened tensions in the Strait
of Hormuz in 2025. The Group has defined
and invested in risk-mitigating measures
– strategic external logistic partnerships
and contingency plans including
alternative transportation routes.
Consequently, the risk score has
decreased. The risk remains within the risk
appetite and is consistently monitored.
04
Target risk appetite
High Moderate Limited Averse
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202546
OUR RISK MANAGEMENT APPROACH CONTINUED
Risk mitigation
• Regular environmental audits and risk
monitoring at all sites.
• Well-established Board-level Corporate
Sustainability Committee (CSC) to
oversee and challenge management’s
environmental and climate strategy.
• We manage, measure and report our
climate- related risks and opportunities
according to the Task Force on Climate
– related Financial Disclosures (TCFD)
recommendations (as described
on page 167).
• A climate strategy focused on recycling,
carbon capture and usage, fuel switch,
energy eciency and innovative
customer solutions. Read more in Tackling
Climate Change on pages 121.
• Increased focus on the use of secondary
raw material as a core element of the
Group’s strategy.
• The geographical diversity of the Group’s
operations and the ability to shi
production reduce the impact of single
events impacting specific geographies.
• Increased focus on sustainable
procurement. Executive Long-Term
Incentive Plan (LTIP) and employee bonus
linked to achievement of the Group’s CO
reduction and recycling targets in 2025.
Risk movement
In 2025, the risk appetite was changed from
Moderate to High. The Company has made
good progress in the achievement of the
Group sustainability targets and further set
enhanced targets and measures until 2030.
In addition, sustainable procurement
processes have successfully supported
to strengthen accountability across the
organisation ensuring regional integration.
A continuing major risk for the Group
is the proposed introduction of CBAM.
For the refractory industry, it could create a
significant impact at a fast pace. Therefore,
management is closely monitoring the risk
of a rapidly changing environment.
The strategic partnership between
RHI Magnesita and MCi Carbon to produce
CO-negative mineral value-added
products was granted a significant funding
at the end of 2024. This has supported the
successful execution of the initial test
phase of transforming captured CO and
mineral feedstocks into saleable materials.
The risk score remains stable within the
Group’s risk appetite and is continuously
monitored by management.
Sustainability –
environmental and
climate risks
Target risk appetite
KPIs
Relative CO emissions,
Use of secondary raw material,
Revenue, Adjusted EBITA margin,
Adjusted EPS, ROIC.
Internally monitored metrics
Relative CO emissions, use of secondary
raw material, Progress towards the
achievement of environmental and
climate targets.
Risk description
Controlled emissions and use of potentially
hazardous materials are inherent to the
production of refractory products.
The risk of failing to meet environmental
regulatory targets or uncontrolled emissions
at our production sites exists and may result
in high financial losses and liabilities.
The evolving regulatory environment,
the increased stakeholders’ focus, and the
Group’s commitment to sustainability led
to increasing investment and eort being
dedicated to achieving environmental
and climate goals.
There are future environmental and
climate targets that can only be met by
new technological solutions to change the
Group’s production processes and by the
delivery of environmental improvements
by the Group’s suppliers and customers.
Examples of specific risks:
• Uncontrolled emissions.
• Inability to meet sustainability targets.
• Failure in meeting stakeholders’
expectations.
05
Target risk appetite
High Moderate Limited Averse
47RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OUR RISK MANAGEMENT APPROACH CONTINUED
Risk mitigation
• H&S objectives are defined as a core
Company objective, and the performance
is constantly monitored.
• H&S approach is based on leading global
standards and practices, including regular
risk monitoring, emphasis on “near miss”
reporting and root cause analysis.
• Focus on collaboratively enhancing
the H&S approach at customer and
supplier sites.
• Extensive focus on H&S at the Corporate
Sustainability Committee.
• Specific action plans in the event of
employee or contractor H&S incidents.
• Globally harmonised safety
instruction videos.
• Global personal protective equipment
(PPE) standards implemented.
• Measures focussing on a safety-conscious
workforce driven by a strong leadership
culture of H&S.
Risk movement
Following the fatal accidents in previous
years and the fatality resulting from the
treatment of a work-related injury in 2025,
and the comprehensive root cause analysis
of the H&S accidents with external
specialist-led reviews, initiatives to improve
the working practices and significant cultural
changes in relation to H&S risks were
launched and continued throughout 2025.
Additional measures which continued
in 2025 included increased specialist
resources contributing to the Group’s
safety culture transformation, the
successful completion of the first five pilot
plants and initiation of the second wave
rollout. During 2025, the new global Safety
Management System was implemented,
strengthening the Company’s ability to
proactively manage safety practices.
Whilst statistical analysis in 2025
highlighted a reduced but still high level
of accidents recorded within the Group that
have the potential to be severe or fatal, the
monitored metrics during 2025 highlighted
a significant increase in reported incidents,
near misses and unsafe situations. This
demonstrated the successes in building
awareness and a better understanding
of H&S risks.
Safety remains the top priority for the
Group, with increased focus, investment
and management eorts seeking to
improve the overall H&S performance.
The risk score has decreased and the risk
remains within the risk appetite and is
consistently monitored.
Sustainability –
Health & Safety risks
Target risk appetite
KPIs
LTIF, Revenue, Adjusted EBITA margin,
Adjusted EPS, ROIC, SIFP.
Internally monitored metrics
Total Recordable Injury Frequency
(TRIF), Lost Time Injury Frequency
(LTIF), Preventive Ratio, Near Misses,
Unsafe Situations, Severe Incident
and Fatalities Rate (SIFR), Progress
in Safety Culture Transformation,
Health & Safety Spend.
Risk description
Employees and contractors may be
exposed to Health & Safety (H&S) hazards
in our plants of which inherent risks cannot
be completely eliminated.
Our activities and products may potentially
cause accidents at our customers’ sites.
Beyond the harm to individuals,
H&S incidents can lead to high financial
penalties, site closure, the loss of license
to operate in geographical territories and
a loss in reputation for the Group.
The health of our employees and
contractors, both mental and physical,
is a significant area of risk to the Group.
Examples of specific risks:
• Fatal or serious accident at
manufacturing or customer site.
• Site shut down due to H&S incidents.
• Loss in reputation for the Group due
to severe H&S accidents.
06
Target risk appetite
High Moderate Limited Averse
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202548
OUR RISK MANAGEMENT APPROACH CONTINUED
Regulatory and
compliance risks
(excluding trade
compliance)
Target risk appetite
KPIs
Revenue, Adjusted EBITA margin,
Adjusted EPS, ROIC.
Internally monitored metrics
Completion rate of various internal
compliance trainings, whistleblowing
reports, data privacy incidents.
Risk description
The Group faces increasing
regulatory complexity and operates
in some geographies with inherently
high corruption risks.
We strive to establish a culture of
compliance throughout the organisation.
We are exposed to regulatory and
compliance risks which may result in
financial losses or operational restrictions.
Regulatory changes could impact the
profitability of our operations and require
investment to achieve compliance.
Examples of specific risks:
• Failure to act in accordance with
our Code of Conduct.
• Violation of anti-bribery and corruption
laws by employees or third-party
representatives.
• Violation of data privacy and
AI regulations.
• Violation of anti-trust regulations.
Risk mitigation
• Ethical values supported by strong
corporate culture.
• Code of Conduct and compliance
policies and procedures.
• Enhancement of global training,
documentation of compliance matters
and communication.
• Various whistleblowing channels are
available to employees and external
parties to report compliance concerns.
Concerns can also be reported
anonymously, and all reports are
followed up by qualified professionals.
• Range of interventions performed
in conjunction with each acquired
business to assess regulatory risk and
introduce and embed the Group’s
compliance approach.
• Presence of regional Compliance experts.
Risk movement
In 2024, the risk was re-evaluated
and split into two risks. This risk focuses
on areas of non-Compliance as defined
by the Association of International Fraud
Examiners. The second risk related to Trade
Compliance and is described as principal
risk 9 on page 51.
The risk level remained stable in 2025,
reflecting a steady control eectiveness
and no material incidents and increased
compliance training completion rates at
Group level. Ongoing priorities include
enhancing data-driven monitoring and
process automation.
The overall risk level remained stable. The
risk is within risk appetite and continuously
monitored by management.
07
Target risk appetite
High Moderate Limited Averse
49RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OUR RISK MANAGEMENT APPROACH CONTINUED
Cyber and information
security risks
Target risk appetite
KPIs
Revenue, Adjusted EBITA margin,
Adjusted EPS, ROIC.
Internally monitored metrics
Security incidents classified by
severity, phishing test fail rates,
triage escalation time.
Risk description
The Group’s reliance on IT systems and
the greater focus on digitalisation result in
a growing exposure to cyber and information
security risks due to factors such as the
adoption of advanced technologies,
interconnected systems and sophisticated
cyber threats.
The possible impact of cyber and
information security risks could range from
operational disruptions, loss of intellectual
property, legal compliance issues and
frauds, to significant reputation losses.
Examples of specific risks:
• Intellectual property or confidential
data the.
• Personal data breach.
• Soware or hardware failure leading
to critical business process interruption.
• Cyber attacks on oce and production
IT leading to financial losses
(e.g. ransomware, sabotage).
Risk mitigation
• EMT crisis management simulation
exercise held focusing on cyber security.
• Global information and cyber security
policies in line with information
security best practices, standards
and frameworks.
• Continuous awareness campaign
and training.
• Regular risk assessment and
penetration testing.
• Cyber security detection and
response team.
• Network, device and application
protection.
• Audit & Compliance Committee
oversight and specific focus on cyber
security-related controls.
• Email security (phishing and
malware protection).
• Operations Technology (OT) security
monitoring to protect our production.
• Security oriented approach when
integrating newly acquired companies.
Risk movement
The Group experienced a continued
increase in the inherent risk level of cyber
and information security risks due to the
fast-evolving cyber and information
security global landscape.
The Group continued to successfully
implement and adopt risk-mitigating
measures to respond to this rising threat,
including awareness campaigns, data
encryption and OT security monitoring, AI
Policy, and crisis management simulations.
The risk level is unchanged from 2024.
Leadership commitment to maintaining
robust internal controls and a proactive
cybersecurity strategy remains.
The risk is evaluated to be within
the Group’s risk appetite and closely
monitored to drive fast responses
to changing external threats.
08
Target risk appetite
High Moderate Limited Averse
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202550
OUR RISK MANAGEMENT APPROACH CONTINUED
Risk mitigation
• Robust developed trade compliance
policies and procedures, including
mandatory sta training.
• Clear governance structure for
accountability and oversight.
• Automated trade compliance soware
to ensure real-time adherence to
export regulations.
• Bespoke compliance risk assessment
and Know-Your-Customers due diligence
procedures for customers, sales agents,
and other business partners.
• Proactive risk-based monitoring
on high-risk business partners.
Risk movement
The specific risk in relation to sanction
regimes and export controls has become
increasingly complex due to the fast pace
of diverse regulatory developments and
the dynamic geopolitical landscape
implicating cross-border trade.
In 2024, the Group has devoted a
significant amount of time to strengthen
the tone at the top for geographies
considered high risk which was followed
by a strong focus on process automation
and standardisation across the Company
in 2025.
Additionally, a higher risk exposure remains
for acquired entities not integrated in the
Group ERP system and automated sanction
and export control risk screenings until
strategic digitalisation projects are further
progressed. The first rollout of digital
initiatives for one jurisdiction and several
entities in December 2025 demonstrate
a strengthened control environment.
Trade Compliance
Target risk appetite
KPIs
Penalties and fees, Revenue, EBITA.
Internally monitored metrics
Penalties and other fees regarding
Trade Compliance matters, access
to markets and territories, revenue
in exposed markets.
Risk description
Trade compliance risks refer to the
potential legal, financial, and reputational
consequences that arise from non-
compliance with international trade laws,
export control regulations, and sanctions.
Examples of specific risks:
• Operating in or trading with sanctioned
countries or entities could lead to severe
penalties, including fines, asset freezes,
and potential criminal charges.
• Violations of export control laws or import
restrictions, including misclassification
of goods, underreporting values, or
failure to secure required licenses can
result in penalties or shipment delays.
• Frequent changes in trade policies, such
as taris, quotas, and trade agreements
can create uncertainty and require
constant updates to compliance
strategies.
• Risks associated with suppliers,
distributors and other third-party
intermediaries not adhering to trade
laws can implicate the company in
violations, even if unintentional.
09
Target risk appetite
High Moderate Limited Averse
51RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OUR RISK MANAGEMENT APPROACH CONTINUED
Organisational capacity to
execute strategy, including
demonstrating Company
cultural values
Target risk appetite
KPIs
Gender diversity in leadership,
Voluntary employee turnover,
Adjusted EBITA, Adjusted EPS, ROIC.
Internally monitored metrics
Gender diversity in leadership,
Voluntary Employee Turnover, Adjusted
EBITA from strategic initiatives, ROIC
on strategic initiatives.
Risk description
The Group’s corporate culture, combined
with an optimal internal structure, adequate
skills and resources, are key to ensuring the
delivery of the Group strategy. To ensure
access to adequate skills, the Group is
focused on being able to retain talent
as well as attract talent from the market.
A key focus of the Group’s corporate
culture is gender, ethnic and generational
diversity, which is seen as an important
driver to enhance performance.
Examples of specific risks:
• Inability to attract and retain top talent.
• Lack of accountability and responsibility.
• Inconsistent behaviour across the Group.
Risk mitigation
• Specific focus on People and Culture
strategy in the Board 2025 strategy
workshop.
• Continuous emphasis on the Company
culture as a key enabler of performance
and driver of strategy execution.
• Range of other awareness-based
leadership training and initiatives to
support the attraction and retention
of “Generation Z” talent.
• Dedicated leadership capability
enhancement programme.
• “Tone from the Top” leadership culture.
• Developing talent, enhancing diversity
and promoting Company culture
as significant components in the
People Cycle.
• Trainee programme to develop
graduates into future leaders.
Risk movement
Through 2025 Executive Management
have continued to successfully make
organisational changes to promote strategy
execution, accountability and prioritisation
which have confirmed the capacity is in
place to deliver the strategy together with
the organisational flexibility to adapt to
emerging challenges.
The risk appetite has changed from Limited
to Moderate.
The risk score has increased due to
the volatile and highly dynamic current
external environment leading to increased
cost and price pressure. Furthermore,
the large number of transformative and
operational topics requiring attention is
demanding continuous involvement from
key talent. Therefore, management has
strengthened the alignment on the
organisational priorities for the Group.
In most jurisdictions, the Group has seen
continuous high levels of people retention
and views people attrition risk as low in the
short to medium term.
The risk remains within the risk appetite
and is closely monitored by management.
10
Target risk appetite
High Moderate Limited Averse
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202552
OUR RISK MANAGEMENT APPROACH CONTINUED
Risk mitigation
• Consistent monitoring of leading
indicators to identify early signs
of externally driven cost inflation.
• Management focuses on eectively
negotiating price increases with
customers without compromising
relationships and market share.
• Close management monitoring
of progress towards price increase
implementation.
• Mitigation of cost increases through a
combination of strategies which include
energy hedging, alternate fuel supplies.
• Implementation of network optimisation
programs including optimised
production planning and execution.
Risk movement
During the first half of 2025, the Group
was not able to suciently balance
customer price levels, resulting in reduced
profitability. This was partially mitigated in
the second half of the year through a clear
management focus on pricing discipline,
prioritisation of price increases, and
successful customer negotiations.
Despite these improvements, the risk remains
high due to continued competitive pricing
pressure expected in 2026, combined with
volatile external dynamics impacting
market conditions and cost structures.
The risk remains outside the Group’s risk
appetite. Management remains committed
to further mitigating this risk in 2026
through continued pricing actions and
disciplined execution.
Ability to strategically
price and deliver price
increases
Target risk appetite
KPIs
Revenue, Adjusted EBITA margin,
Adjusted EPS, ROIC.
Internally monitored metrics
Price increase realised, price fulfilment
rates, leading cost indicators, operational
cost variances.
Risk description
The Group is exposed to increases in
its variable costs such as raw materials,
energy, logistics and labour costs.
Shiing demand levels and competitive
pricing pressure can lead to fix cost under
absorption osetting cost improvement
measures and a risk of achieving target
margin levels.
To achieve the Group’s margin targets,
it is crucial that rising costs are identified
early through the monitoring of leading
indicators and that these are eectively
passed on to the Group’s customers.
The Group can suer significant financial
loss should these costs not be fully passed
on in a timely manner whilst preserving
customers’ relationships and our
market share.
Examples of specific risks:
• Inability to react to demand volatility
and eectively balance customer
price levels.
• Inability to identify early signs
of increases in the variable costs.
• Inability to react timely to competitive
pricing pressure from low cost
refractory suppliers.
11
Target risk appetite
High Moderate Limited Averse
53RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
SUSTAINABILITY
Our approach
to sustainability
Sustainability is integral to how RHI Magnesita operates,
invests and manages risk. As the global leader in refractories,
the Group takes responsibility for setting benchmarks in
hard-to-abate industries. Through innovation, disciplined
execution and scale, sustainability is embedded across
operations to strengthen resilience, support customers
and create long-term value.
2025 highlights
Advanced industry-leading
recycling capabilities, significantly
increasing the use of secondary
raw materials and strengthening
circular supply chains.
Delivered further reductions
in CO emissions intensity,
driven by recycling progress
and operational eciency.
Refined the Group’s double
materiality assessment to reflect
acquisitions and strategic
developments, reinforcing robust
governance and alignment with
CSRD requirements.
Recycling has evolved into a
comprehensive, strategically
important platform delivering
both environmental and
commercial value.
Continued focus on health and
safety through leadership, culture
and system-wide improvements.
Expanded future-ready
decarbonisation solutions,
including carbon capture and
utilisation and hydrogen-ready
technologies and low-carbon
product development.
>400
Front line Leaders trained
1.54tCO/t
RHI Magnesita’s 2025 sustainability
strategy focused on delivering tangible
progress in areas where the Group can
exert the greatest operational influence,
while reinforcing its leadership role in
a hard-to-abate industry.
During the year, decarbonisation eorts
were driven by structural improvements
rather than one-o initiatives, with
emissions intensity reductions supported
by operational eciency and recycling,
strengthening circular supply chains and
enabling innovative, lower-carbon
solutions for customers.
Health and Safety remained a fundamental
priority in 2025, supported by continued
progress in the Group’s global Safety
Culture Transformation Programme,
focusing on Visible Felt Leadership,
behaviour-based Life-Saving Rules
and strengthened Standard Operating
Procedures targeting top risks.
Despite strong second half results with
no Serious Injuries or Fatalities, the first half
was marked by a tragic event. The Group
reports a fatality resulting from an infection
incurred in the course of treatment of a
work-related injury. The Company remains
firmly committed to its long-term goal of
“Zero Harm – No Injury” and continues
strengthening leadership accountability
and preventive controls.
Herbert Cordt,
Chair
In 2025, we progressed
decarbonisation,
achieved our first
sustainability targets,
and strengthened
recycling as a core value
creation platform.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202554
SUSTAINABILITY CONTINUED
2025 strategy targets 2025 strategy achievements 2025 progress
01 Climate and environment:
Reduce CO emissions intensity
through operational eciency,
circular material use and preparation
for low-carbon technologies.
Delivered a 15% reduction in CO
emission intensity, supported by
operational eciency measures,
improved energy management
and increased use of recycled raw
materials across production sites.
CO emissions
Reduce by 15% per tonne.
-15%
Energy
Reduce by 5% per tonne.
-9%
02 Circularity and recycling:
Scale recycling to increase secondary
raw material use, reduce emissions
and strengthen resilient, circular
supply chains.
Expansion of recycling rate to
15.9%, establishing recycling
as a complete recycling platform
solution, supporting emissions
reduction, supply security and
customer value creation.
Recycling
Increase use of secondary
raw materials to 15%.
15.9%
03 Health and safety:
Embed consistent safety leadership,
behaviours and standards to reduce
incidents and strengthen global
safety culture.
Workplace injuries were reduced
by 14% compared to 2018 levels.
Despite this improvement,
year-end LTIFR closed above the
defined threshold target, and the
year was marked by one fatality
resulting from the treatment
of the work-related injury.
Safety
Maintain Lost Time Injury
Frequency Rate (LTIFR) <0.3
per 200,000 hours worked.
0.37
04 Governance and transparency:
Strengthen sustainability governance,
controls and disclosures aligned with
strategy, acquisitions and evolving
regulatory requirements.
The Group’s governance
framework integrates diversity
and supply chain due diligence
through defined roles, policies
and oversight processes.
Diversity
Increase female share on Board
and in senior leadership levels
to 33%.
33%
Board at 33%
SL at 33%
Sustainable Supply Chain
Enhancing supplier
sustainability management:
66% Spend Coverage.
64.9%
2030 Sustainability targets
RHI Magnesita has extended and strengthen the ambitions for 2030
CO emissions
Reduce by
10% per tonne
Energy
Reduce energy
consumption by
1% per year
Recycling
Increase use of
secondary raw materials
to 20%
Safety
Total recordable injuries
frequency rate (TRIFR)
<2.0 per 1,000,000
hours worked
Sustainable
Supply Chain
Enhancing supplier
sustainability
management: 80%
Spend Coverage
2025 progress
2% reduction
achieved in 2025
2025 progress
0.84% reduction
in 2025
2025 progress
15.9% recycling rate
in 2025
2025 progress
TRIFR stands at 4.09
in 2025
2025 progress
KPI stands at 64.9%
in 2025
55RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
01
02
03
04
05
SUSTAINABILITY CONTINUED
Determining what’s material
RHI Magnesita uses materiality as a strategic tool to focus
resources on the sustainability topics that matter most to the
business and its stakeholders. Applying a double materiality
lens, the Group assesses both its impacts on people and
the environment, and the sustainability-related risks and
opportunities that influence long-term value creation.
Outlining the materiality process
Materiality plays a central role in
RHI Magnesita’s sustainability strategy,
risk management and decision making.
As a global supplier to energy-intensive
industries, the Group operates across
complex value chains and regulatory
environments. A robust, repeatable
materiality process is essential to ensure
sustainability priorities remain aligned with
business realities, stakeholder expectations
and evolving regulatory requirements.
RHI Magnesita applies a double materiality
approach in line with the Corporate
Sustainability Reporting Directive (CSRD)
and the European Sustainability Reporting
Standards (ESRS). This approach assesses
sustainability topics from two
complementary perspectives: impact
materiality, which considers the Group’s
actual and potential impacts on people and
the environment; and financial materiality,
which assesses sustainability-related risks
and opportunities that could influence the
Group’s financial performance, position
or future prospects.
The materiality assessment follows a
structured five-stage process. First, the
context for the assessment is defined,
including the scope of activities, value
chain boundaries, time horizons and
relevant stakeholder groups. This ensures
the assessment reflects the full breadth of
the Group’s operations, including recent
acquisitions and changes to the business
model. Second, a comprehensive set of
potential sustainability impacts, risks and
opportunities is identified across the value
chain, covering environmental, social and
governance topics. This includes upstream
activities such as raw material sourcing, the
Group’s own operations, and downstream
interactions with customers. Inputs are
drawn from internal expertise, prior
assessments, regulatory developments,
peer analysis and external research.
Third, identified impacts, risks and
opportunities are assessed using defined
criteria. For impacts, severity and likelihood
are evaluated, taking into account scale,
scope and the ability to remediate
negative eects. For risks and
opportunities, potential financial
magnitude and likelihood are assessed
across short-, medium- and long-term
time horizons, ensuring consistency
and transparency in prioritisation.
Fourth, the results of the impact and
financial assessments are consolidated and
validated through structured engagement
with internal and external stakeholders,
whose input informs prioritisation and
confirms the relevance of material topics.
Topics that meet defined materiality
thresholds are reviewed with senior
management, ensuring alignment with
strategy, enterprise risk management
and capital allocation considerations.
Finally, outcomes are reviewed and
approved through established governance
structures, including Board oversight. The
results are used to inform strategic focus,
investment priorities and performance
management. The assessment is reviewed
regularly to remain responsive to changes
in the business, regulatory landscape
and external environment.
Defining our material topics
IRO long list: define
potential sustainability
impacts, risks and
opportunities across
the value chain.
Define scope: stakeholders,
time horizons and value
chain boundaries.
Assessment: identified
IROs are assessed against
pre-defined criteria and
mapped according to
severity and likelihood.
Validation: results are
consolidated and validated
with key stakeholders to
determine material issues.
Approval: identified
material issues are reviewed
with senior management
through robust
governance structures,
with Board oversight.
All sustainability-related impacts, risks
and opportunities considered material
for stakeholders or users of the
Consolidated Sustainability Statement
are presented in the following picture
and a detailed description of each
IRO and your relationship with Group’s
business model and strategy can be
read in the SBM-3 section of our
Consolidated Sustainability Statement
and further details on the Double
Materiality Assessment process are
provided in ESRS 2 IRO-1 (page 96).
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202556
SUSTAINABILITY CONTINUED
TOPICS CATEGORY UPSTREAM Core DOWNSTREAM PAGE
ENVIRONMENT
Avoided emissions through heat management
84
Saved emissions through
usage of recycled raw materials
85
Scope 3 CO emissions
from purchased raw material
and transport
Scope 3 CO
emissions
from the use of sold products
and transport
86
Scope 1 CO geogenic
process emissions
86
Scope 1 CO
fuel based emissions
88
Increased demand
for refractory products
that enable decarbonisation
of customer industries
88
Increased demand for low carbon footprint refractory products
89
Decrease in costs or increase
in revenue through use of new
technologies to reduce or capture
CO emissions from refractory
production in ETS zones
89
Increase in operating or
capital expenditure due to
changes in policy regulation
90
Increase in operating expenditure and reputational damage if decarbonisation pathway not delivered
91
Scope 2 CO emissions from
energy consumption
91
Reputational damage if energy
reduction targets not achieved
92
Air pollution from industrial process
92
Ecient use of raw resources including the use of recycled materials
93
Recycling of
non-refractory materials oers
a business opportunity by
enabling new revenue streams
and expanding market reach
93
SOCIAL
Workplace safety
incidents in own workforce
93
P
Potential incidents of forced
labour in own workforce
94
Reputational damage if
health and safety targets
not achieved
94
Workplace safety
incidents in supply chain
95
P
Potential incidents of forced
labour in supply chain
95
GOVERNANCE
Fraud and corruption in various forms
96
Positive impact Negative impact
P
Potential negative impact Risks Opportunities
57RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
500,000
1,000,000
1,500,000
2,000,000
2,500,000
3,000,000
3,500,000
4,000,000
4,500,000
M Tonnes
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
2056
2057
2058
2060
2059
CCUS CO avoidance (Recycling, Green electricity, fuel switches)
Green energy (H2/electrification)
Supplier Engagement
5,000,000
SUSTAINABILITY CONTINUED
Climate and environment
Planning and levers
RHI Magnesita’s climate and environmental
strategy reflects both the urgency of
decarbonisation and the technical realities
of refractory production. As a supplier to
energy-intensive industries, the Group
operates assets with long lifespans,
complex process requirements and limited
short-term alternatives for deep emissions
abatement. Against this backdrop, climate
planning is based on a portfolio of levers
that can be deployed at scale today, while
preparing operations for future technologies
as they mature.
The most significant near-term lever is the
increased use of recycled and secondary raw
materials. By recovering and reprocessing
spent refractories, RHI Magnesita reduces
demand for primary raw materials, lowers
embedded emissions and strengthens
supply security. Recycling has therefore
evolved from a sustainability initiative into
a core operational and strategic capability,
fully integrated into climate planning and
capital allocation decisions.
Operational eciency and energy
management form a second key lever.
Continuous improvement programmes
focus on optimising thermal eciency,
reducing energy intensity and improving
process stability across sites. These measures
deliver cumulative emissions reductions
while supporting productivity, cost control
and asset resilience.
In parallel, RHI Magnesita is actively
preparing for the next generation of
decarbonisation technologies. This includes
readiness for alternative fuels, electrification
options and emerging solutions such as
hydrogen-based firing and carbon capture
and utilisation. While these technologies
are not yet universally deployable, the
Group is investing in knowledge,
engineering capability and infrastructure
preparedness to ensure it can act quickly
as external conditions evolve.
Climate planning also extends beyond
the Group’s own operations. RHI Magnesita
works closely with suppliers to address
upstream emissions and with customers to
develop products and services that enable
more ecient, lower-carbon industrial
processes. Transparency on product
carbon footprints and collaboration across
the value chain are increasingly important
elements of this approach.
These combined levers provide a balanced
and credible pathway for emissions
reduction. They allow the Group to deliver
measurable progress today, while
maintaining flexibility and optionality for
deeper decarbonisation as technologies,
energy infrastructure and regulatory
frameworks continue to develop.
Reducing emissions
During 2025, RHI Magnesita continued
to reduce emissions intensity across its
operations, supported by a combination
of structural improvements rather than
isolated actions. Progress was achieved
across Scope 1 and Scope 2 emissions
through enhanced energy eciency,
improved process control and targeted
operational optimisation at production sites.
A material contributor to emissions
reduction was the increased use of
secondary raw materials. By expanding
recycling activities, the Group reduced
upstream Scope 3 emissions associated
with the extraction and processing of
primary raw materials, while also lowering
overall energy demand within its value
chain. This reinforces recycling as the
most eective near-term lever available
to the business.
The Group focuses on emissions intensity
as a core performance indicator, reflecting
changes in operational eciency over
time. Absolute emissions remain
influenced by production volumes, market
demand and the geographic distribution
of manufacturing activity, particularly
in a cyclical industrial environment.
In addition to near-term reductions, the
Group continued to advance its longer-term
decarbonisation pathway, maintaining
readiness for alternative fuels and emerging
technologies. This dual focus on delivery
and preparedness ensures that emissions
reduction remains embedded in operational
decision making, while positioning the
business to accelerate progress as
enabling conditions improve.
Theoretical decarbonisation pathway (2024-2060)
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202558
SUSTAINABILITY CONTINUED
Innovating to decarbonise refractory
production – Recycling and
circular economy
Recycling is a cornerstone of RHI Magnesita’s sustainability
strategy and the most eective lever currently available to
reduce emissions at scale. By recovering and reprocessing
spent refractory materials, the Group reduces reliance on
primary raw materials, lowers embedded carbon emissions
and strengthens security of supply.
During 2025, recycling has evolved from a verticalised focus
to a comprehensive business overview, forming a complete
recycling platform solution that underscores its strategic
importance as well as its environmental and commercial value.
The Group focused on advancing recycling initiatives beyond
its internal verticalisation strategy and substitution of primary
raw materials, aiming to structure recycling as a standalone
business with a strong external market focus. Establishing
regional recycling hubs has been a key lever to scale the
circular raw materials business. This integrated approach
delivers environmental benefits while supporting innovation,
cost eciency, and long-term resilience across the value chain,
demonstrating RHI Magnesita’s leadership in circular refractories.
Hydrogen kiln
As part of its long-term decarbonisation planning, RHI Magnesita
is advancing hydrogen-ready production trials to ensure future
operational readiness. One example is the development of a
hydrogen-capable hood kiln, designed to operate flexibly with
natural gas, hydrogen or blended fuels.
The project focuses on generating detailed operational and
material-performance data under hydrogen-based combustion
conditions. This includes assessing impacts on firing behaviour,
product quality, safety requirements and process stability.
Importantly, the kiln also provides RHI Magnesita’s customers
with the opportunity to test their own materials and applications
in a hydrogen environment. This supports shared learning and
helps customers better understand how hydrogen-based
processes may aect their products and operations.
This project is particularly important as, to date, data on the
fundamentally dierent thermal and chemical environments
created by hydrogen firing has been limited.
By investing early in testing, engineering capability and safety
protocols, RHI Magnesita is building the knowledge required
to enable future deployment and scale up when infrastructure,
fuel availability, financial and technical feasibility and
regulatory conditions allow. While not intended for immediate
large-scale roll-out, the project positions the Group at the
forefront of low-carbon kiln technology and contributes
valuable insights that support both customer engagement
and broader industry readiness.
59RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
SUSTAINABILITY CONTINUED
Social
RHI Magnesita’s social priorities focus on protecting people,
maintaining safe industrial workplaces and managing social
and human rights risks across its operations and value chain.
As a global industrial business, the Group recognises that
strong leadership, consistent standards and disciplined
execution are essential to safeguarding employees,
contractors, suppliers and communities.
Human rights
The Group’s approach to human rights is
closely linked to the nature of its operations
and the environments in which it operates.
Rather than treating human rights as a
standalone policy topic, the Group focuses
on identifying and managing the practical
risks that arise from industrial activity,
workforce safety and complex supply chains.
Human rights considerations are integrated
into the Group’s sustainability and risk
management frameworks and informed
by the outcomes of the double materiality
assessment. This ensures that attention is
directed towards the most relevant issues,
taking into account the scale of operations,
geographic footprint and business
developments.
Oversight of human rights-related topics is
embedded within senior management and
Board governance structures. This provides
accountability and ensures that emerging
risks, acquisitions and changes in the
operating environment are fully reflected
in its approach. The Group recognises that
expectations continue to evolve and that
transparency and continuous improvement
remain essential.
Human rights in the value chain
RHI Magnesita’s value chain spans raw
material sourcing, logistics and suppliers
across diverse regulatory environments.
The Group acknowledges potential
social and human rights risks in upstream
activities, particularly regarding labour
practices and working conditions.
To manage these risks, RHI Magnesita
applies a structured supply chain due
diligence approach aligned with regulatory
expectations. Human rights considerations
are progressively integrated into supplier
selection, assessment and engagement
processes, with a focus on identifying
higher-risk areas and prioritising actions
accordingly. The Group seeks to work
constructively with suppliers to support
improvement over time, recognising that
meaningful progress in complex supply
chains requires sustained collaboration
and transparency.
Health and safety
Health and safety remains RHI Magnesita’s
highest social priority, particularly given the
high-risk nature of its operations. In 2025,
the Group advanced its Safety Culture
Transformation programme, strengthening
leadership accountability, frontline
engagement and consistent application
of life-saving rules and critical controls.
While the second half of 2025 showed
improvement, with no Serious Injuries or
Fatalities recorded, the first half was
marked by a tragic event. The Group
reports a fatality resulting from an infection
incurred in the course of treatment of a
work-related injury.
Sustainable improvement requires continued
leadership focus, robust systems and
consistent reinforcement across all levels.
HELP Fund
The HELP Fund reflects RHI Magnesita’s
commitment to supporting people
aected by the most serious
work-related incidents. Established as
an independent, non-profit association,
the Fund provides additional financial
assistance to employees, contractors
or their families when accidents or
fatalities occur, complementing
statutory and insurance provisions.
Support is provided on a case-by-case
basis and may include assistance with
medical treatment, rehabilitation,
retraining or financial support for
dependants. Funded through voluntary
employee contributions alongside
company support, the HELP Fund
recognises that, despite strong prevention
eorts, a responsible business response
must also address human impact with
care, dignity and accountability.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202560
0.37
0.11
2025
2024
2023
2022
2021
0.16
0.19
0.13
SUSTAINABILITY CONTINUED
Leaders in Integrated Safety
Safety first. Always.
Our newly developed digital incident management
tool “SMS“ combines reporting, management
and tracking of incidents and was fully integrated
as of 1 January 2026.
Culture & Leadership
The Group’s safety culture
transformation is our path towards
Zero Harm – No Injury. By focussing
on our top risks we aim to avoid
serious injuries and fatalities.
RHI Magnesita’s people managers
drive this transformation with
their day-to-day visible felt
leadership for safety.
I PREPARE
I PROTECT MYSELF
I FOCUS
I SHARE
I RESPECT
I AM QUALIFIED
I STOP
Our safety culture is built on leadership accountability,
clear standards, and shared responsibility – creating
an environment where safe behaviour is the norm
and Zero Harm – No Injury is the goal.
Controlling the Top Risks
Statistically, these six risks account for 85% of RHI Magnesita‘s
potential for a serious injury or fatality.
Falling Objects
Line of fire exposure from
objects with significant
mass, weight, energy
or distance.
Fall Risks
Falls from 1.2 meters, head
strikes on the same level,
falls onto sharp objects or
surfaces, backwards falls
or falls into deep water.
Driving Risks
Driving vehicles inside
and outside plant premises.
Risk of rollover, collisions,
sudden swerves, or
pedestrian contact.
Material Handling
(By Machines)
Rigging failure during liing,
lowering, transport, crane
boom contact, or exceeding
the rated capacity of crane,
hoist, forkli, etc.
Mobile Industrial
Equipment
Mobile equipment involved
in collisions, side-swipes,
rollovers, or loss of
control of equipment
or pedestrian contact.
Caught In Machinery
Body entanglement in
running machinery, rotating
equipment, or between
moving equipment and
fixed objects.
Life Saving Rules
General commitments for safe behaviour in every situation.
KPIs
Lagging and leading indicators
providing the path towards zero
severe injuries
Life Saving Rules
Our codex for safe behaviour
in every aspect of our business
Global Guidelines
Keep workforce and customers
safe around the world
Critical Controls
Safe work routines for top risks
avoid serious injuries and fatalities
Lost Time Injury Frequency
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
61RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
v
SUSTAINABILITY STATEMENT
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202562
v
Sustainability
Statement
Following the provisions of the Corporate
Sustainability Reporting Directive (CSRD), Article 29a
of EU Directive 2013/34/EU, including compliance
with the European Sustainability Reporting
Standards (ESRS) and the Taxonomy Regulation,
Article 8 of EU Regulation 2020/852.
SUSTAINABILITY STATEMENT CONTINUED
63RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
SUSTAINABILITY STATEMENT CONTINUED
Content index
1
GENERAL INFORMATION
BP-1 General basis for preparation of the sustainability statement p. 65
BP-2 Disclosures in relation to specific circumstances p. 68
GOV-1 Role of administrative, management and supervisory bodies p. 73
GOV-2 Information provided to and sustainability matters addressed
by the administrative, management and supervisory bodies
p. 77
GOV-3 Integration of sustainability-related performance in incentive
schemes
p. 78
GOV-4 Statement on Due Diligence p. 78
GOV-5 Risk management and internal controls over sustainability
reporting
p. 79
SBM-1 Strategy, business model and value chain p. 80
SBM-2 Interests and views of stakeholders p. 82
SMB-3 Material impacts, risks and opportunities and their interaction
with strategy and business model
p. 82
IRO-1 Description of the process to identify and assess material
impacts, risks and opportunities
p. 96
IRO-2 Disclosure Requirements in ESRS covered by the
undertaking’s sustainability statement
p. 99
ENVIRONMENTAL INFORMATION
EU Taxonomy p. 99
Disclosures pursuant to Article 8 of Regulation 2020/852
(Taxonomy Regulation)
p. 99
E1 Climate Change p. 109
E1
SBM-3
Material impacts, risks and opportunities and their interaction
with strategy and business model
p. 109
E1
IRO-1
Description of processes to identify and assess material
climate-related impacts, risks, and opportunities
p. 111
E1-1 Transition plan for climate change mitigation p. 119
E1-2 Policies related to climate change mitigation and adaptation p. 121
E1-3 Actions and resources in relation to climate change p. 121
E1-4 Targets related to climate change mitigation and adaptation p. 123
E1-5 Energy consumption and mix p. 125
E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions p. 127
E1-7 GHG removals and GHG mitigation projects financed p. 133
E1-8 Internal carbon pricing p. 133
E1-9 Anticipated financial eects from material physical and
transition risks and opportunities
p. 134
E2 Pollution p. 134
E2-1 Policies related to pollution p.134
E2-2 Actions and resources related to pollution p. 135
E2-3 Targets related to pollution p.135
E2-4 Pollution of air, water and soil p. 135
E2-6 Anticipated financial eects from pollution IROs p. 137
E3 Water and marine resources p. 137
E4 Biodiversity and ecosystems p. 138
E5 Resource use and circular economy p. 140
SOCIAL INFORMATION
S1 Own Workforce p. 144
S1
SBM-2
Interests and views of stakeholders p. 144
S1
SBM-3
Material impacts, risks and opportunities and their interaction
with strategy and business model
p. 144
S1-1 Policies related to own workforce p. 144
S1-2 Processes for engaging with own workers and workers’
representatives about impacts
p. 146
S1-3 Processes for remediate negative impacts and channels for
own workforce to raise concerns
p. 147
S1-4 Taking action on material impacts on AMG’s workforce and
eectiveness of those actions
p. 147
S1-5 Targets related to managing material negative impacts,
advancing positive impacts
p. 150
S1-6 Characteristics of the undertaking’s employees p. 151
S1-14 Health and safety metrics p. 156
S1-17 Incidents, complaints and severe human rights impacts p. 157
S2 Workers in the Value Chain p. 157
S2
SBM-3
Material impacts, risks and opportunities and their interaction
with strategy and business model
p. 157
S2-1 Policies related to value chain workers p. 159
S2-2 Processes for engaging with value chain workers about
impacts
p. 159
S2-3 Processes to remediate negative impacts and channels for
value chain workers to raise concerns
p. 160
S2-4 Taking action on material impacts on value chain workers, and
approaches to material risks and eectiveness
p. 160
S2-5 Targets related to managing material negative impacts and
managing material risks
p. 161
GOVERNANCE INFORMATION
G1 Business Conduct p. 161
G1
GOV-1
Role of administrative, management and supervisory bodies p. 161
G1
IRO-1
Description of processes to identify and assess material
climate-related impacts, risks, and opportunities
p. 161
G1-1 Business conduct policies and corporate culture p. 162
G1-2 Management of relationships with suppliers p. 163
G1-3 Prevention and detection of corruption and bribery p. 164
G1-4 Incidents of corruption or bribery p. 166
1. Where appropriate disclosure names have been shortened to improve
readability.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202564
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
64
General Information
Overview
Our 2025 Consolidated Sustainability Statement has been prepared for the second consecutive year in alignment with ESRS Set 1 under
the Corporate Sustainability Reporting Directive. Building on our initial reporting cycle, we have further enhanced the quality, transparency,
and consistency of our disclosures. This year’s statement reflects our continued commitment to addressing the impacts, risks, and oppor-
tunities most material to our business and to advancing responsible growth, long-term value creation, and accountability toward our stake-
holders. As part of this process, we updated our Double Materiality Assessment to reflect recent acquisitions and the evolving structure of
our organisation, reaffirming the material topics that guide our sustainability priorities and reporting approach.
ESRS 2 General disclosures
Basis for preparation
Disclosure requirement BP-1 – General basis for preparation of the Consolidated Sustainability Statements
The Consolidated Sustainability Statement has been prepared in accordance with the European Sustainability Reporting Standards (ESRS),
as adopted by the European Commission. It complies with the reporting requirements set out in Article 8 of Regulation (EU) 2020/852 (the
“EU Taxonomy Regulation”) and reflects the applicable reporting framework and technical screening criteria for both climate-related and
non-climate environmental objectives, as defined in Delegated Regulations (EU) 2021/2178, 2021/2139 and 2023/2486.
The Corporate Sustainability Reporting Directive (CSRD) has not yet been transposed into national law in the Netherlands at the time of
reporting. Nevertheless, this Consolidated Sustainability Statement has been prepared in alignment with CSRD requirements and the ESRS
framework.
The Consolidated Sustainability Statement forms an integral part of the Group’s Management Report. Certain disclosures are incorporated
by reference to other sections of the 2025 Annual Report and Accounts, as indicated throughout the document. To ensure transparency
and alignment with regulatory expectations, we disclose all mandatory reporting requirements and provide cross-references to other rel-
evant sections of the Annual Report under the principle of ‘Incorporation by Reference‘. Certain disclosures related to strategy and corpo-
rate governance, as outlined in the cross-cutting standard ESRS 2, have been integrated into other sections of this report - specifically, the
corporate governance, risk management, and remuneration reports - where they are best contextualised alongside related information.
All material sustainability-related impacts, risks, and opportunities have been identified and disclosed in accordance with the ESRS, based
on the results of the Double Materiality Assessment (DMA). The DMA was reviewed and updated following the acquisitions of Resco Prod-
ucts, Inc., Resco Canada, Inc., and Resco Products (UK) Limited (collectively referred to as “Resco”), the joint venture BPI RHIM LLC (“BPI”),
and Ashwath Technologies Private Limited (“Ashwath”) to ensure its continued relevance and completeness.
The Consolidated Sustainability Statement was subject to a limited assurance engagement performed by PricewaterhouseCoopers Ac-
countants N.V. The engagement covered the Consolidated Sustainability Statement of RHI Magnesita N.V. (the Group) for the year ended
31 December 2025, as included in the section “Consolidated Sustainability Statement” of the Strategic Report, including information in-
corporated therein by reference.
Finally, as a supporter of the Task Force on Climate-related Financial Disclosures (TCFD), RHI Magnesita has reviewed, identified and quan-
tified the climate-related risks and opportunities relevant to our business and disclosures aligned with the Task Force on Climate-related
Financial Disclosures (TCFD) are provided in a dedicated appendix to this consolidated statement, ensuring transparency and consistency
with international climate-related reporting expectation. The TCFD recommendations reference table is provided in the Appendix on page
167.
Scope of consolidation
The scope of this report, together with the accompanying Financial and Consolidated Sustainability Statements, is fully aligned and con-
solidated at the RHI Magnesita N.V. level. It encompasses the Parent Company, RHI Magnesita N.V., and all directly and indirectly controlled
subsidiaries. The Consolidated Sustainability Statements specifically include information related to RHI Magnesita and, where available,
its main value chain and business relationships.
During the reporting period, RHI Magnesita completed several acquisitions that supported different strategic objectives. The acquisition of
Resco Products, Inc., Resco Canada, Inc., and Resco Products (UK) Limited (together referred to as “Resco”) strengthened the Group’s po-
sition in refractory manufacturing and expanded its market presence. Becoming the majority member of the Joint Venture, BPI RHIM LLC
(“BPI”) supported the expansion of the Group’s recycling activities and circular economy capabilities.
SUSTAINABILITY STATEMENT CONTINUED
65RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
SUSTAINABILITY STATEMENT CONTINUED
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
65
The scope of consolidation includes all the newly acquired subsidiaries and fully consolidated joint venture entities from their respective
acquisition dates.
In addition, RHI Magnesita acquired Ashwath Technologies Private Limited (Ashwath), a small site-based operation. Due to its limited scale,
the acquisition of Ashwath does not have a material impact on the Group’s consolidated performance or sustainability metrics, but it has
been included in the scope of reporting in line with applicable reporting requirements.
Disclosures on Headcount and S1-14 (Own Workforce) cover fully consolidated Group entities in line with the financial consolidation scope
except for the Joint Ventures entities. These entities were assessed regarding governance structure, system integration, and quantitative
relevance. They represent 2.14% of total headcount and 1.10% of the S1-14 relevant workforce. Due to their immaterial share and current
non-integration into CHRIS (Global HR platform) and the AccStat (Health and Safety reporting system), their exclusion does not materially
impact the completeness or reliability of disclosures.
Incorporation by reference
Some disclosures are incorporated by reference to other parts of the Annual Report. Whenever this is the case, this is clearly indicated. We
incorporate the following metrics by reference:
Description of business and markets served
Integration of sustainability-related performance in incentive schemes
Diversity in the Board of Directors and Executive Management Team
Role, expertise and independence of Board of Management
Integration of sustainability risk management into the overall risk management approach
Stakeholder engagement
Double materiality as the basis for our sustainability disclosures
The principle of double materiality is of fundamental importance for this Consolidated Sustainability Statement. This report should help
users understand RHI Magnesita's impact on ESG aspects (inside out) and how sustainability factors influence the Group's financial position,
performance, cash flows, and access to finance or capital cost (outside in). The materiality analysis is the basis of sustainability reporting
under the ESRS. A sustainability aspect is material if it meets the criteria of materiality of impacts or financial materiality or both. This means
that information is considered material, even if only one perspective is met. The materiality analysis is the basis for identifying material
impacts, risks and opportunities. We explain the details of our materiality analysis in the following chapter ESRS 2 General information,
disclosure requirement IRO-1 – “Description of the procedure for identifying and assessing the material impacts, risks and opportunities “.
A detailed overview of the business model and a representation of the Group’s value chain can be found on pages 10-12, “Our business
model”, of this Annual Report.
The Double Materiality Assessment was updated to reflect the enlarged Group structure and to capture any resulting changes in sustain-
ability-related impacts, risks and opportunities. Where feasible, prior-year data have been restated to enhance comparability; where this
was not practicable, the respective limitations are disclosed in the relevant sections.
Application of CSRD and ESRS standards
Categories of ESRS standards
Cross cutting and topical standards are provided, in accordance with ESRS. Where material and necessary to improve understanding,
Group-specific information is also disclosed.
Sector-agnostic disclosures according to cross-cutting and topical standards
The ESRS are divided into different categories of standards. The general standards ESRS 1 General Requirements and ESRS 2 General
Disclosures apply to the sustainability aspects covered by thematic and topical standards. The preparation and presentation of this Con-
solidated Sustainability Statement is in line with the general requirements of ESRS 1. According to ESRS 2, we meet the disclosure require-
ments regarding the information that our Group must provide at a general level with regard to all material sustainability aspects in the
reporting areas of governance, strategy, management of impacts, risks and opportunities, and key figures and objectives.
Disclosures according to topical ESRS
In addition, based on the results of our DMA, we disclose sustainability information in accordance with the thematic standards relating to
the environment, social issues and responsible corporate governance. Information on environmental, social and governance issues covered
by the ESRS whose impacts, risks and opportunities were assessed as not material for both our business and the ESG aspects are disregard
in accordance with ESRS 1.
Group-specific disclosures
We have identified impacts, risks, and opportunities that are not adequately covered by an ESRS standards.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202566
SUSTAINABILITY STATEMENT CONTINUED
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
66
Health and Safety performance
The Group reports its Lost Time Injury Frequency Rate (LTIFR) per 200,000 hours worked as the key metric for its 2025 health and safety
performance and target.
CO
2
and Energy intensity targets and metrics
To achieve effective sustainability management, RHI Magnesita has implemented intensity-based targets, including CO intensity (CO
emissions per tonne of product) and energy intensity (energy consumption per tonne of product). This adaptive approach allows the Group
to respond to evolving business conditions and economic growth. Structural changes, such as mergers, acquisitions, or shifts in market
demand, can significantly influence overall emissions, making it challenging to adhere to rigid absolute targets. Intensity-based targets,
however, offer the flexibility needed to accommodate business expansion while maintaining a strong focus on emissions efficiency.
Scope 1 emissions due to geogenic process emissions
The Group uses Scope 1 emissions associated with raw material processing as a metric to monitor the geogenic emissions.
Scope 3 emissions due to purchased raw materials
The Group uses Scope 3 emissions associated with purchased raw materials as a metric to track progress in reducing its carbon footprint.
Recyclability of spent refractories
The Group has established a global sourcing guideline for recycling, which serves as an internal framework for purchasing spent refractories
and incorporates recyclability as a company-specific metric. This guideline provides guidance on sourcing spent refractories from various
industries and applies across all global regions to all personnel involved in the procurement process.
Recycling rate
The Group uses the recycling rate metric to measure and enhance resource efficiency use and circular economy integration. The metric is
based on actual consumption of recycled material and total consumption of raw materials in refractories.
Avoided Emissions
Avoided emissions resulting from optimised heat management solutions are an entity specific metric. The Group intends to develop a key
performance indicator and disclose in future, in line with phase-in requirements.
Supply of enabling technologies and low carbon footprint products
The supply of enabling technologies and low carbon footprint products for customers to reduce emissions in the downstream value chain
is an entity specific opportunity.
The number of ETS certificates and ETS expenditures
The Group uses the volume of EU ETS certificates required and the related expenditures as an entity-specific metric to monitor the financial
impact of regulatory developments. Scope 1 emissions from geogenic processes in the EU require the purchase of allowances for emissions
exceeding free allocation.
Workplace safety incidents and potential incidents of forced labour in the supply chain
The Group collects and assesses supplier data as metric to monitor these topics.
Reporting areas
The disclosure requirements in ESRS 2, topic-related ESRS and topical ESRS are divided into the following reporting areas:
Governance (GOV): the governance procedures, controls and processes for monitoring, managing and overseeing impacts, risks
and opportunities;
Strategy (Strategy and business model, SBM): the interaction of the Group's strategy and business model with its material impacts,
risks and opportunities, including how the Group deals with these impacts, risks and opportunities;
Impact, risk and opportunity management (IRO): the process(es) by which the Group identifies impacts, risks and opportunities
and assesses their materiality (see IRO-1 in Section 4.1 of ESRS 2) and addresses material sustainability aspects through concepts
and measures; and
Metrics and targets (MT): the performance of the Group, including the objectives it has set and the progress made towards achiev-
ing those objectives.
Upstream and downstream value chain
The Consolidated Sustainability Statement covers the Group’s upstream and downstream value chain where sustainability-related impacts,
risks, or opportunities are considered material — for example, in relation to CO emissions and supplier sustainability performance. The
Group produces and purchases refractory raw materials from external suppliers whose production generates high CO emissions. These
emissions arise from fuel-based and from natural (geogenic) CO emissions released during the processing of mineral raw materials.
67RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
SUSTAINABILITY STATEMENT CONTINUED
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
67
Scope 3 emissions are reported for both upstream and downstream activities and include emissions from purchased goods and services,
transportation and distribution, fuel- and energy-related activities and the processing of sold products.
Upstream Scope 3 emissions from purchased raw materials and upstream fuel and energy-related emissions are indirect greenhouse gases
released during the extraction, production, and transportation of fuels, as well as energy lost during transmission and distribution, before
reaching the end-user. These emissions are estimated applying literature emission factors to the Group’s fuel-specific energy consumption.
Downstream Scope 3 emissions, including those from transportation and distribution, are also reported. Additionally, emissions associated
with the processing of the Group’s products by customers. All other Scope 3 categories were assessed as non-significant, each represent-
ing less than cumulative 5% of total Scope 1, 2 (market-based) and Scope 3 emissions, in line with the GHG protocol, and are therefore
excluded from this report.
The emissions of the Group’s customers associated with their activities whilst using refractory products (but not directly arising from the
consumption of refractories) are significant, due to the high energy and CO
2
intensity of customer industrial processes. Based on the
Group’s calculated market share as a refractory supplier to the steel, cement, non-ferrous metals and glass sectors and using estimates for
the total global emissions of those customer industries, these customer emissions are estimated to be approximately 1.4 billion tonnes of
CO
2
e annually. The Group’s Scope 1, Scope 2 and Scope 3 gross emissions consolidated 6.3million tonnes of COe in 2025, based on the
market-based methodology, i.e. approximately 0.4% of the combined total, if customers’ emissions are included in total reported emissions
by the Group as indirect use-phase emissions. Through GHG Protocol, ESRS recommends reporting indirect use-phase emissions from
the use of sold products when such emissions are significant. However, the Group does not include these indirect emissions in its Scope 3
inventory as it concluded that this recommended guidance is not applicable for the Group for the following reasons:
No guidelines exist for the refractory industry as to whether such Scope 3 emissions should be reported by refractory pro-
ducers and which methodologies for recognition and allocation of indirect use-phase emissions would be reasonable and
supportable,
There is a significant likelihood of inaccuracy in estimations and allocations, since a thinkable methodology would be based
on top-down estimates by industry and would not take account of possible differences in the carbon footprint of the Group’s
customers versus other emitters in that industry as it is currently not possible to comprehensively gather data from customers
to obtain more accurate estimates of customer emissions, and RHI Magnesita has no control over these emissions which are
separately reported and managed by the Group’s customers, although the Group does offer products and services aimed at
assisting its customers to reduce CO
2
emissions.
RHI Magnesita's assessment of impacts, risks, and opportunities of its upstream and downstream value chain considers factors such as the
scale and scope of impacts, stakeholder expectations, financial and reputational risks, and alignment with the Group's strategic priorities.
By evaluating the extent and severity of topics across environmental, social, and economic dimensions, the Group ensures a balanced
approach to identifying material issues. Moreover, incorporating market trends, regulatory developments, and alignment with global frame-
works such as the UN Sustainable Development Goals (SDGs) highlights the Group's commitment to addressing both current and future
challenges. An index aligned with the Sustainable Development Goals (SDGs) is provided in the Appendix to this Consolidated Sustaina-
bility Statement.
Where relevant, our disclosures, policies, actions and targets extend to both our upstream and downstream value chain. For example, all
the principles contained within the Group’s Code of Conduct are also included in the Supplier Code of Conduct, which all suppliers are
expected to abide by. Similarly, RHI Magnesita’s CO
2
emissions intensity target has always included Scope 3 emissions from purchased raw
materials since it was first established in 2019. The definition of each sustainability target clearly sets out whether the upstream or down-
stream value chain is included.
Disclosure requirement BP-2 – Disclosures in relation to specific circumstances
Time horizons
RHI Magnesita applies the short-, medium- and long-term time horizons as defined in ESRS 1, Section 6.4, without deviation.
The short-term time horizon refers to the period in which immediate operational, financial and regulatory impacts may occur and generally
covers the current reporting period and up to one year, reflecting short-term business planning and decision-making cycles.
The medium-term time horizon covers impacts, risks and opportunities expected to materialise beyond the short term, typically within a
two- to five-year timeframe, aligned with medium-term business planning and transformation initiatives.
The long-term time horizon refers to impacts, risks and opportunities that may arise beyond the medium term, generally beyond five years,
and is primarily aligned with the Group’s strategic planning, associated with structural developments such as climate change, resource
availability and regulatory transformation.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202568
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
68

Value chain estimation
When disclosing metrics which include estimation of upstream or downstream value chain data, RHI Magnesita has identified the metrics
for which this is the case, described the basis for preparation, included commentary on the resulting level of accuracy and described any
possible actions that may be taken to improve accuracy in the future.
Sources of estimation and outcome uncertainty
The following data includes or is based on estimates with accompanying levels of uncertainty.
CO
2
– emissions data is calculated by reference to fuel consumption data or raw material processing quantities, multiplied by emissions
factors. Very small operations are estimated based on operational characteristics (e.g. revenue, number of employees). Whilst the method-
ology has been developed over several years and has been subject to external review and refinement, CO
2
emissions data is by necessity
based on assumptions that could be inaccurate.
Other emissions – emissions of other pollutants such as dust (reported as PM10), SOx or NOx are based on spot measurements taken
periodically and are not continuously monitored. This could result in inaccuracies due to fluctuations in production volumes or other vari-
ables throughout the year. For plants for which only total dust emissions data is available, the PM10 share is estimated based on literature
values.
Own workforce data including health and safety data – reporting of hours worked and the occurrence of health and safety incidents is
reliant on the accuracy of the Group’s systems and reporting procedures which cannot be guaranteed to be comprehensive. There is a
possibility that health and safety incidents could be concealed, in particular minor incidents.
Supply chain data – any information which is provided in relation to sustainability impacts in the Group’s upstream value chain relies on
the accuracy of data provided by an external party. Since the Group does not have direct ownership and control the accuracy of data
provided cannot be guaranteed and has a wider degree of estimation uncertainty compared to data relating to the Group’s core activities.
Forward-looking information - Forward-looking sustainability targets and projections are based on management assumptions, internal
models, and external data sources that are subject to inherent uncertainty, as future developments such as regulatory changes, market
dynamics, technological progress, and stakeholder behaviour may differ materially from current expectations.
Changes in preparation or presentation of sustainability information
During the reporting year, we updated selected methodologies and underlying assumptions to ensure full alignment with the ESRS re-
quirements under Delegated Regulation (EU) 2023/2772 and with the amended disclosure obligations under Delegated Regulation (EU)
2026/73, which supplements Article 8 of Regulation (EU) 2020/852 (EU Taxonomy Regulation). These updates also aim to further enhance
data accuracy and consistency.
In addition, we strengthened data collection and consolidation processes. This included the use of updated consumption data, improved
system interfaces, and enhanced internal controls to increase reliability and traceability.
Furthermore, we refined estimation approaches and updated emission factors in line with the latest external datasets and regulatory guid-
ance. These adjustments, particularly for Scope 3 emissions, improve the robustness and transparency of the underlying methodology.
These updates include:
Scope 3 emissions
Upstream Scope 3 emissions from purchased raw materials and downstream emissions — including transportation, distribution, and the
processing of the Group’s products by customers, are estimated and are now reported using the Group’s knowledge of raw material pro-
duction processes together with indicative supplier emission factors.
All other Scope 3 categories related to capital goods, waste generated in operations, business travel, use of sold products, end-of-life
treatment, and investments were assessed as non-significant following the introduction of a materiality threshold set at 5% of cumulative
emissions across all Scope 1, Scope 2 and Scope 3 emission categories and are therefore excluded from this report. For the materiality
assessment 2024 emissions were considered for the immaterial emission categories. The acquisitions conducted in 2025 do not have a
significant impact neither on total Scope 3 emissions nor categories classified as immaterial both considering the size of acquisitions and
their indirect emissions characteristics.
Pollutants
There has been a change in reporting scope for 2025 compared to prior year, 2024. Only emissions from plants reported which exceed the
reporting threshold will be disclosed. The comparative figures were adjusted.
NOx and SOx total emissions for the year 2024 are restated as shown in the table below due to changes in consolidation methodologies.
SUSTAINABILITY STATEMENT CONTINUED
69RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
69

Region
Published Restatement
t NOx t SOx t NOx t SOx
India    -
China & East Asia   - -
North America   , 
Latin America   , 
Europe & CIS   , -
Middle East, Türkiye &
Africa
- -  -
Total , , , 
1
In 2025 the Group has re-organised its regional business units as follows:
created a new ‘Middle East, Türkiye and Africa’ (META) region, with Middle East and Africa business having previously been included within ‘India, West Asia
and Africa’ and Türkiye previously included in ‘Europe, CIS and Türkiye’;
re-named ‘India, West Asia and Africa’ region to ‘India’, now focused solely on business activity in India;
re-named ‘South America’ region to ‘Latin America’; and
moved Mexico out of the ‘North America’ region into ‘Latin America.
Other pollutants
Other air pollutants emissions for the year 2024 are restated as shown in the table below due to changes in consolidation methodologies.
t Other air pollutants Published
Restatement
CO , ,
HFC . .
Hg . .
HCl  
Particulate Matter (PM) -

Own workforce data
Methodological updates were made to Health & Safety disclosures, including refinements to metric definitions including total hours worked;
change in the incident rate normalization factor from 200,000 to 1,000,000 hours worked to enhance alignment with ESRS. While ab-
solute incident figures remain unchanged, reported frequency rates are affected due to the revised denominator. Where practicable, prior-
period data have been recalculated to ensure comparability.
Changes in Regional Boundaries
We also revised our regional reporting structure to better represent our operational footprint and management responsibilities. This in-
volved reallocating certain entities to new regions and consolidating smaller market clusters into broader functional groupings. These up-
dates were made to ensure that sustainability disclosures accurately reflect our organisational structure and remain consistent with the
ESRS 1 reporting boundary.
Specifically, this included the expansion of the former South America region into Latin America through the inclusion of Mexico, previously
reported under North America, and the reclassification of Türkiye from Europe into the newly established Middle East, Türkiye and Africa
(META) region.
Where regional changes affected how sustainability data—such as workforce or social indicators—were classified, we adjusted prior-year
figures where feasible. Restatements are shown at indicator level and explain the change, the metrics affected, and the extent of the revision.
Where full retrospective adjustment was not possible, this is noted in the relevant disclosure.
Impact on Comparability
Overall, the changes strengthen the relevance and interpretability of regional insights. However, they may limit comparability with previ-
ously reported regional breakdowns. Users are therefore encouraged to consult the accompanying explanatory notes for each revised figure.
Where feasible and appropriate, comparative information has been recalculated to ensure consistency across reporting periods. The spe-
cific effects on individual KPIs are described within the respective sections of this report.
These updates reflect methodological and process improvements rather than material prior-period error corrections. Their purpose is to
further increase the reliability, completeness and clarity of the sustainability information presented.
SUSTAINABILITY STATEMENT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202570
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
70

Restatements and reporting errors in prior periods
Notwithstanding minor corrections to plant emissions and energy data in 2024, there are no material reporting errors relating to prior pe-
riods that have been identified while preparing the 2025 Consolidated Sustainability Statement.
EU Taxonomy 2024 – Restatement of Financial Figures
The Total CapEx originally reported has been revised to align with financial statements. Due to this restatement the proportion of CapEx of
Taxonomy--aligned-activities changes from the originally reported 1.2% to 2.3%.
Scope 3 emissions 2018 and 2024
Due to updates to methodology and scope, for the years 2018 and 2024, Scope 2 and Scope 3 emissions for specific categories are restated
as presented in table below. Comparative figures have been adjusted, accordingly. As a result, total Scope 3 emissions, as well as total
Scope 1, 2 and 3 emissions, increased.
Purchased goods and services: Category 1 emissions have been corrected due to consideration of previously unaccounted volumes of pur-
chased goods.
Upstream and downstream transportation: Changes due to improvements in methodology and application of latest transport emission fac-
tors.
Fuel and energy-related activities: Changes due to expansion of scope to consider energy consumption from processing of products
Processing of sold products: Scope 3 emissions have been restated for FY 2024 to reflect an enhanced allocation between categories 3.10
(processing of sold products) and 3.11 (use of sold products). In the previous reporting period, emissions attributable to category 3.10 were
unintentionally reported under category 3.11. The revised emissions under category 3.11 have been assessed as non-material and the re-
sulting restatement arises from a methodological improvement.
Published prior period Restatement
   
Scope  GHG emissions
Gross location-based Scope  GHG emissions (tCO
e) not applicable , not applicable ,
Significant scope  GHG emissions
Total Gross indirect (Scope ) GHG emissions (tCO
e) ,, ,, ,, ,,
) Purchased goods and services
1
not applicable ,, not applicable ,,
) Fuel and energy-related Activities (not included in Scope
or Scope )
, , , ,
) Upstream transportation and distribution
2
, , , ,
) Downstream transportation
, , , ,
) Processing of sold products
, ,
) Use of sold products
, ,
Total GHG emissions
Total GHG emissions (location- based) (tCO
e) ,, ,, ,, ,,
Total GHG emissions (market- based) (tCO
e) ,, ,, ,, ,,
Scope 1 and 2 - Investees
For investees that are not fully consolidated in the financial statements of the consolidated accounting group, including associates, joint
ventures, unconsolidated subsidiaries, and contractual joint arrangements where RHI Magnesita has operational control, the following
emissions originally reported for 2024 have been revised to 12t tCOe (originally 171 tCOe) under Scope 1 and 12 tCOe (originally 252
tCOe) under Scope 2 market-based.
1
Revisions resulting from error corrections
2
Revisions resulting from methodological changes
SUSTAINABILITY STATEMENT CONTINUED
71RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
71

Scope 1 - direct biogenic emissions
Direct biogenic emissions originally reported 20,000t tCOe have been revised to 28,000 tCOe
Health and safety
The number of recordable work-related accidents has been restated due to the inclusion of workers outside the defined S1 reporting scope.
The corrected figure reflects only workers within scope.
Total hours worked were not disclosed in 2024 and are now reported to enhance transparency. In addition, the figure reflects a methodol-
ogy refinement for calculating employee hours and the correction of an error that previously included hours from workers outside the
defined S1 reporting scope.
The rate of recordable work-related injuries has been restated to reflect the revised number of recordable work-related accidents and the
updated total hours worked.
The Lost Time Injury Frequency Rate (LTIF) for 2024 remains 0.11 following restatement. The numerator was revised due to a refinement of
the methodological definition, including the treatment of own workforce fatalities, and the correction of a prior scope allocation error from
workers outside the defined S1 reporting scope. The denominator was updated to reflect the restated total hours worked.
The 2018 baseline year for LTIF has not been restated, as it is impracticable to do so due to the unavailability of reliable underlying data.
The 2030 target has been revised from <1.2 to <2.0 per 1,000,000. This adjustment reflects the outcome of a comprehensive reassessment
of the underlying health and safety data.
In addition, 2024 can no longer serve as the baseline year due to a reclassification assessment performed during the reporting period. As
a result, 2025 will be used as the new baseline year. The 2025 baseline is based on more robust and accurate underlying data following a
detailed deep dive into the classification of health and safety cases, ensuring improved data quality, consistency, and comparability going
forward.
The 2024 health and safety data have not been retrospectively restated, as a comprehensive reclassification exercise was considered im-
practicable due to organizational restructuring and related resource constraints. To support comparability, a targeted review and estimation
exercise was conducted using the uplift identified in the 2025 review (excluding Resco) as a proxy for the potential reclassification effect
in 2024. Based on this assessment, the overall impact is considered immaterial, as it does not affect the reported trends.
 
Health and safety restatements Restatement Published
The number of recordable work-related accidents   
Rate of recordable work-related injuries (per ,, hours) . . .
Total hours ,, ,, ,,
Disclosures stemming from other legislation or generally accepted sustainability reporting pronouncements
The Group is subject to certain provisions of the UK Listing Rules, including climate-related disclosure requirements, as well as the UK and
Dutch Corporate Governance Codes. To the extent that these provisions require sustainability-related disclosures, such requirements are
addressed within this Consolidated Sustainability Statement through reporting prepared in accordance with ESRS and the EU Taxonomy
Regulation. Where applicable, cross-references are provided to demonstrate compliance with the relevant UK Listing Rule provisions. No
separate or additional sustainability disclosures beyond those required under ESRS and the EU Taxonomy Regulation have been included.
Exemptions and phase-in provisions
No material information has been excluded for reasons relating to intellectual property, know-how or innovation. The exemption from dis-
closure of impending developments or matters in the course of negotiation has not been utilised.
In accordance with the Quick Fix amendment to Delegated Regulation (EU) 2023/2772, adopted by the European Commission on 11 July
2025 and effective from 10 November 2025, the Group has applied the transitional relief provided therein and has decided not to disclose
certain phased-in requirements listed in Appendix C of ESRS 1 in its 2025 Consolidated Sustainability Statement. As a result, the principal
phase-in options applied in the current reporting period arise from the Quick Fix provisions, which are intended to facilitate a proportionate
and orderly implementation of ESRS requirements. The following phase-in and transitional provisions on Disclosure Requirements, as set
out in ESRS 1, are excluded from this Consolidated Sustainability Statement, and the quick-fix provisions have been applied where relevant:
SUSTAINABILITY STATEMENT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202572
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
72

ESRS E1-9 disclosures regarding anticipated financial effects from material physical and transition risks and potential climate-
related opportunities.
ESRS E2-6 disclosures regarding anticipated financial effects from pollution-related risks and opportunities.
ESRS E5-6 disclosures regarding anticipated financial effects from resource use and circular economy-related impacts, risks and
opportunities
ESRS S1-7 disclosures regarding non-employee workers.
ESRS S1-14 88(d) and (e) disclosures regarding health and safety metrics ‘number of cases of recordable work-related ill health of
employees’ and ‘number of days lost’.
ESRS 2 SBM-3(e) related to the anticipated financial effects of the undertaking’s material risks and opportunities on its financial
position, financial performance and cash flows over the short-, medium- and long-term.
The transitional provision related to entity-specific disclosures based on the topical ESRS, supplemented by an appropriate set
of additional disclosures to address sustainability matters that are material to the Group in its sector.
Governance
Disclosure requirement GOV-1 – The role of the administrative, management and supervisory bodies
The following Governance disclosures are incorporated by reference:
Board powers, responsibilities and representation; EMT and delegation of authority; Board composition; Board diversity
Corporate Governance Report, pages 178-205.
Executive Management Team
Corporate Governance Report, page 190.
EMT role in managing and overseeing sustainability impacts, risks and opportunities
The EMT is the primary management body through which initiatives to address sustainability related impacts, risks and opportunities are
planned, implemented, and monitored. In 2025, RHI Magnesita revised its Double Materiality Assessment in line with ESRS requirements,
reflecting the Group’s evolving structure and ensuring that material impacts, risks, and opportunities are assessed comprehensively. The
Executive Management Team (EMT) oversees the full DMA process, including the integration of stakeholder engagement insights. The
EMT will remain the primary management body responsible for guiding the management of sustainability-related impacts, risks, and op-
portunities throughout the 2025–2030 period.
The Chief Executive Officer (CEO) is the most senior executive responsible for policy implementation. Policies are formulated with key
stakeholder interests in mind and align with the UN Guiding Principles on Business and Human Rights and other internationally recognized
standards.
The CEO is also responsible for the overall monitoring and management of sustainability impacts, risks and opportunities. Individual EMT
members are responsible for delivery in specific areas as follows:
EMT member Sustainability impact, risk or opportunity
CChhiieeff FFiinnaanncciiaall OOffffiicceerr ((CCFFOO))
Risk and opportunity financial modelling
ETS allowance purchasing and hedging strategy
ESG rating-backed financial instruments
Tax incentive programmes
Business ethics
Sustainability risks
Modern slavery reporting compliance
CChhiieeff TTeecchhnnoollooggyy OOffffiicceerr ((CCTTOO))
Health and Safety
CO
2
emissions
Air emissions
Energy
Water
Waste
Biodiversity
CChhiieeff CCuussttoommeerr OOffffiicceerr ((CCCCOO))
Sustainable procurement
Supply chain due diligence
Supplier Scope 3 emissions
Workers in the value chain
SUSTAINABILITY STATEMENT CONTINUED
73RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
73

EEVVPP PPeeooppllee,, PPrroojjeeccttss,, IInntteeggrraattiioonnss && RReeccyycclliinngg
Human Rights
Employee relations
Diversity
Community relations
Recycling
Circular economy
Regional management are responsible for delivery of specific regional sustainability objectives and integration of acquired businesses into
the Group’s sustainability practices.
Executive management convenes a Sustainability Forum as appropriate to assess progress against targets and align on the delivery of the
Group’s sustainability objectives.
Controls and procedures are applied to the management of impacts, risks and opportunities at a functional level, with each EMT member
receiving regular updates on progress towards targets in their area of responsibility.
EMT skill and experience in sustainability matters
EMT members are skilled and experienced in their individual specialisms as set out above. Since 2019 each EMT member has been tasked
with delivery of sustainability related goals and priorities and has therefore gained experience in specific areas which fall within their re-
sponsibility. The EMT has access to expertise and skills from specialist staff who are experienced in sustainability matters, from CO
2
certif-
icate trading, Carbon Capture and Utilisation technologies, measurement of air emissions (e.g. NOx, SOx, etc.), diversity, equity & inclusion,
the use of hydrogen mix in our energy supply and a wide range of other matters, if required.
Process for setting and monitoring sustainability targets
RHI Magnesita’s executive management and Board defined its first set of sustainability targets in 2019, based on a 2018 baseline, with
achievement planned by 2025. In early 2025, a new set of sustainability targets to be delivered by 2030, with a baseline year of 2024 has
been set, reflecting the evolution of its strategy, business footprint, and regulatory expectations. Progress against sustainability targets is
monitored monthly by the responsible functions, with year-to-date performance reviewed at each meeting of the Corporate Sustainability
Committee.
To achieve the 2030 recycling target of 20%, the Group plans to establish regional recycling hubs as a key implementation lever to scale
circular material flows.
Newly acquired businesses have been reflected in the target-setting process, with baseline adjustments applied to ensure comparability.
Recycling-related data from these entities is currently excluded, as operational integration and data harmonisation are still ongoing.
The current reporting cycle marks the completion of the first target period and represents a key milestone in the Group’s sustainability
journey. Significant progress has been achieved over 2018 baseline year, including a strengthened safety culture, the expansion of recy-
cling from an internal performance target to a core element of the business model, a 15% reduction in CO emissions per tonne—equiva-
lent to a reduction of approximately two million tonnes emissions (Scope 1, 2, 3 raw materials)—and further integration of sustainability
considerations across the supply chain. These outcomes demonstrate the effectiveness of the Group’s target-setting and monitoring pro-
cesses and provide the foundation for the next phase of ambition towards the 2030 targets.
Tables below present the achievements for both set of RHI Magnesita’s sustainability targets 2025 and 2030.
SUSTAINABILITY STATEMENT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202574
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
74

 Targets
Baseline
Year

Actual

Target
Year

Health and Safety
Maintain LTIF at <. per , hours worked
(goal: Zero Harm, No Injuries)
. . <.
CO
e Emissions
(Scope ,, raw
materials)
Reduce by % per
tonne of product
. . .
Energy Reduce by % per tonne of product . . .
Recycling Increase use of secondary raw materials to % .% .% %
Sustainable Supply
Chain
Enhancing supplier sustainability management: % Spend
Coverage
- .% %
During the 2025 reporting period, RHI Magnesita delivered its first set of sustainability targets, with some objectives already exceeded
ahead of year-end. COe emissions (Scope 1, 2 and upstream Scope 3 raw materials) decreased to 1.54 tonnes of CO
2
per tonne of product,
surpassing the target of 1.55 and reflecting the positive impact of increased recycling and operational efficiency measures. Energy intensity
improved to 1.74 MWh per tonne, significantly outperforming the target of 1.82. In parallel, the share of secondary raw materials increased
to 15.9%, exceeding the 15% target and demonstrating further progress in circularity.
In the area of Health and Safety, the Lost Time Injury Frequency Rate (LTIFR) decreased by 14% compared to the 2018 baseline, demon-
strating sustained progress in reducing workplace injuries. However, the year closed with an LTIFR of 0.37, remaining above the target
threshold of <0.3. In 2024, the Group launched the Safety Culture Transformation programme aligned with its Zero Harm-No Injury ambi-
tion. As anticipated, this initiative led to an increase in reported safety observations and incidents, reflecting strengthened awareness, im-
proved transparency, and a more proactive reporting culture across the organisation. Despite the overall improvement in frequency rates,
the year was marked by one fatality resulting from the treatment of a work-related injury.
The Group also advanced its sustainable supply chain programme, achieving a spend coverage of 64.9%, close to the 2025 target of 66%.
Building on this progress, continued and focused efforts will support further advancement towards the 2030 target of 80% spend coverage.
 Targets Baseline Year

Actual

Target Year

Health and Safety
Total recordable injuries frequency rate
(TRIFR) <. per ,, hours
n.a.
3
. <.
CO
e Emissions
(Scope ,, raw
materials)
Reduce by % per
tonne of product
. . .
Energy
Reducing energy consumption by %
each year (MWh savings)
.%
(,)
.%
(,)
n.a.
Recycling
Achieve combined recycling rate of
%
.% .% %
Sustainable
Supply
Chain - Social
Enhancing supplier sustainability
management: % Spend Coverage
% .% %
3
The 2030 Health and Safety Target is based on the 2025 baseline Total Recordable Injury Frequency Rate (TRIFR) of 4.09.
SUSTAINABILITY STATEMENT CONTINUED
75RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
75

RHI Magnesita continued to advance toward its 2030 sustainability targets, which are now disclosed in alignment with the ESRS, showing
solid progress in several core areas while identifying specific themes that require renewed focus. CO emissions decreased from 1.57 t/t
product in 2024 to 1.54 t/t in 2025, indicating early momentum toward the 10% reduction target for 2030. Recycling performance also
overperformed, rising from 14.2% to 15.9%, reflecting the Group’s growing capability in circularity. Supply chain sustainability manage-
ment expanded to 64.9% spend coverage compared with a baseline of 55%. Coverage will slightly decrease in 2026 due to an expansion
of scope to also cover the recent acquisitions. Energy consumption continues to follow the Group’s ambition of an annual 1% reduction,
although progress will need to be monitored year-on-year to ensure continuous improvement.
RHI Magnesita’s health and safety performance remains a central focus on the path to 2030, with the TRIFR increasing from 1.90 in 2024
to 4.09 in 2025. This deterioration is explained partially by the Group’s safety culture transformation, reflecting more safety observations
reporting and a broader engagement of the workforce and partially as a result of a deep-dive reclassification of health and safety data. In
this context, the 2030 target has been revised from <1.2 to <2.0 per 1,000,000 following a comprehensive review of the underlying health
and safety data. Additionally, 2024 is no longer suitable as a baseline. Accordingly, 2025 has been established as the new baseline year,
based on improved data quality and strengthened methodological consistency.
Corporate Sustainability Committee (CSC)
This section is incorporated by reference to the Corporate Governance Report, pages 210-211.
CSC role in managing and overseeing sustainability impacts, risks and opportunities
The Corporate Sustainability Committee (CSC) is the Board committee responsible for overseeing sustainability-related impacts, risks and
opportunities. In 2025, the double materiality assessment was reviewed to reflect the integration of newly acquired businesses, in line with
ESRS requirements. The CSC oversaw the review process and assessed the outcomes. In November 2025, a Joint Committee comprising
members of the CSC and the Audit Committee approved the results of the double materiality assessment review conducted in response to
the acquisitions completed during the reporting period.
The CSC monitors progress towards the Group’s sustainability targets regularly, using year to date information and full year forecast out-
comes. Executives responsible for delivering sustainability targets are invited to present to the CSC at least once per year.
The 2030 sustainability targets were established in 2025 following a detailed review by the Corporate Sustainability Committee (CSC) in
November 2024 and subsequent approval by the Board of Directors in February 2025. The revised 2030 health and safety target was
formally approved by the CSC in February 2026.
CSC skill and experience in sustainability matters
CSC members are skilled and experienced in their individual specialisms as set out on pages 182-185.
Since its formation in 2019 the CSC has been tasked with supervision of the delivery of the Group’s sustainability related goals and priorities
and has therefore gained experience in specific areas relevant to those initiatives. The CSC has access to expertise and skills from specialist
staff within RHI Magnesita who are experienced in sustainability matters and undertakes site visits once per annum to broaden its specific
RHI Magnesita knowledge.
Sustainability governance structure
At Board level, the above-mentioned CSC supports the Board, acting as an advisory body to deliver the long-term sustainability of the
business. The CSC monitors performance against relevant KPIs and assesses risks and opportunities associated with climate change, en-
vironmental, Health & Safety, stakeholder relations and other ESG risks. They bring their skills and awareness of risks and upcoming topics
to guide management in where to direct their efforts.
At EMT level, the CEO is accountable for driving sustainable practices within the organisation and delivering the Group’s sustainability
targets, supported by the CTO. The CTO actively engages in overseeing and integrating technologies and methodologies across various
aspects of our operations. Strategic decisions and technological initiatives contribute significantly to the achievement of the Group’s sus-
tainability targets, ensuring that innovation and R&D is aligned with our commitment to sustainability.
Reporting to the CTO, the Global Sustainability Team collaborates closely with the CEO, CTO and CSC to monitor progress against targets,
advise on regulatory developments, compile reporting materials and engage with external ratings agencies. A collaborative approach en-
sures co-ordination with key functional areas such as Health & Safety, environment, sustainable technology and decarbonisation, recycling,
finance, risk management and compliance, Group secretary and procurement. This governance framework facilitates a comprehensive and
integrated approach to sustainability.
At the operational level, plant managers and Regional Presidents are accountable for the day-to-day performance of the Group’s assets,
including delivering progress towards sustainability goals. Regional Presidents report to the Chief Customer Officer who in turn reports to
the CEO.
SUSTAINABILITY STATEMENT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202576
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
76

This governance structure combines transparency and accountability with functional expertise.
Board skills and experience
This section is incorporated by reference to the Corporate Governance Report, pages 182-185.
Disclosure requirement GOV-2 – Information provided to, and sustainability matters addressed by the undertaking’s administrative,
management and supervisory bodies
How CSC is informed about impacts, risks and opportunities
This section is incorporated by reference to the Corporate Governance Report, pages 210-211.
How Board considers sustainability related impacts, risks and opportunities
The Board is the supervisory body which considers sustainability impacts, risks and opportunities when assessing strategic decisions, such
as major transactions, and in its semi-annual assessment of principal and emerging risks. Trade-offs between potentially conflicting impacts,
risks and opportunities are considered for example, when, in pursuing an acquisition-led growth strategy the Board assesses the executive
management’s assessment of the potential impacts and opportunities in sustainability performance of each new acquisition, such as the
potential to increase the use of secondary raw materials, but also the possibility that there could be an impact on the Group’s carbon
emissions with the asset’s energy profile or age of equipment. Management provides this assessment following an extensive due diligence
process and provides a risk-based analysis based on their findings from the review of documents provided by the asset and from manage-
ment’s assessment from their visits to the target plants. Where specialist third-party support has been required in due diligence, their
findings are also included. These risks are provided to the Board with associated mitigating actions. The Board assesses the information
provided by management on the risks and opportunities during a transaction in the pursuit of a broad range of objectives and decides to
proceed on the balance of the best interest for the Group and its stakeholders.
On a more routine basis, the Board are updated on at least an annual basis as part of the strategy session on the progress against the
sustainability targets. The annual budget comprises sustainability-related spending and the Board considers this twice per annum in its
agreed schedule. In every Annual Report, which is signed off by the Board, since the targets were set, progress against the targets has been
reported upon. In the course of delivering their duties as effective Directors, (each Annual Report covers the Board performance reviews
which have found them to be effective, including external assessments of the Board) the Board has engaged with these updates and chal-
lenged management on the measurement and progress, as appropriate. This discussion leads to actions for management to bring further
updates on sustainability performance. As part of the Matters Reserved to the Board (available on our website) and Delegation of Authority
framework, the Board reserves matters to itself based on certain characteristics and thresholds which have included sustainability-related
investments and entry into ESG ratings-linked financial instruments and therefore management brings these items for discussion and ap-
proval. While considering routine matters such as entry into contracts with customers or suppliers, the sustainability targets and the work
of the CSC within its established scope, have meant that the Board ensures it receives detail about the effect that such a contract would
have on the Group’s progress in sustainability and the impact on performance against the aforementioned targets.
The Corporate Sustainability Committee (CSC) receives regular updates at each of its meetings on progress against the sustainability
targets, in line with its terms of reference, which require a minimum of three meetings per year. These updates are provided through a
structured agenda approved by the Committee and aligned with its defined responsibilities.
The Remuneration Committee also receives regular updates on progress against incentive-related targets, including sustainability metrics,
as outlined on pages 218-236. Both committees report on these matters to the Board at the meeting following their respective sessions.
Sustainability specific risks are assessed separately and submitted to the principal risk assessment process via the CSC. The Board ranks
sustainability specific risks alongside other risks to the business based on the likelihood of occurrence and potential financial or reputa-
tional impact.
The material impacts, risks and opportunities addressed by the CSC, the Board and the Executive Management Team (EMT) encompass
those identified through the double materiality assessment, which was reviewed in 2025. In addition, the CSC, the Board and the EMT
reviewed the following sustainability topics in detail:
Health and safety of the Group’s own workforce
Recycling and circularity
Sustainable procurement, including modern slavery risks
Transitional and physical climate-related risks
Sustainability governance and oversight
Carbon capture and utilisation
Regulatory and policy developments
Assurance of sustainability-related data
Energy and CO markets
SUSTAINABILITY STATEMENT CONTINUED
77RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
77

Stakeholder perspectives, including customers, employees, investors and suppliers
Community engagement and relations
Organisational diversity
Use of renewable energy
Target setting, monitoring and performance measurement
Capital allocation to sustainability initiatives
Decarbonisation strategy
Low-carbon product strategy
Use of hydrogen and other alternative fuels
Disclosure requirement GOV-3 – Integration of sustainability-related performance in incentive schemes
Given sustainability is a core element of RHI Magnesita’s strategy, and, given its relevance to Group’s sustainable growth, the Board has
been keen to ensure it is part of the incentivisation of management and for several years the Group’s remuneration approach has included
sustainability targets, particularly focusing on those relating to our carbon footprint.
The Group is responsive to feedback from investors and customers on such topics and incorporates their views as inputs to the Group’s
sustainability approach. The CSC supports the Board with its deliberations on sustainable initiatives, target and investments and supports
the Remuneration Committee with priorities to be incentivised.
The Remuneration Committee’s responsibilities include the development of a reward package for Executive Directors and senior managers
that supports the delivery of RHI Magnesita’s vision and strategy as a Group, and to ensure the rewards are performance-based, encourag-
ing long-term shareholder value creation, and taking account of the remuneration of the wider workforce. The Non-Executive Directors of
the Board do not receive incentive-based remuneration; their remuneration is an annual fixed fee, and no share-based payments are made.
Our Employee Representative Directors are remunerated on the basis that they are employees of the Group and therefore they participate
in the incentive schemes of the Group to the extent they are eligible as employees. This topic is presented on pages 218-236 of the Remu-
neration Report.
Annual bonus
In 2025, Executive Directors’ maximum annual bonus opportunity remained at 150% of salary with performance assessed against Adjusted
EBITA (40%), Adjusted operating cash flow (25%), strategic initiatives (25%) and use of SRM (10%). The bonus criteria are identical for all
eligible employees and not just the Executive Directors.
Long-term incentive plan (LTIP)
In 2025, the Remuneration Committee reviewed the performance measures for LTIP as it does on an annual basis and agreed to continue
to dedicate a quarter of the award to CO
2
emissions performance conditions.
The structure of the 2025 LTIP will therefore be as follows for the performance period 1 January 2025 to 31 December 2028:
50% of the award: Adjusted Earnings Per Share
25% of the award: ROIC
25% of the award: Reduce CO
2
emissions per tonne (against actual 2024)
Disclosure requirement GOV-4 – Statement on due diligence
List of information provided on the due diligence process
SUSTAINABILITY STATEMENT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202578
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
78

Core elements of due diligence Reference in the Sustainability Statement or in the Annual Report
a) Embedding due diligence in
governance, strategy and business
model
Risk Management pages -
Internal Controls pages -
Code Compliance pages -
Gov- Management Responsibilities page 
Gov- Oversight of Sustainability Matters - Impacts, Risks and Opportunities page ,
Gov- Sustainability Matters addressed by Management page 
Gov- Incentive Schemes - Remuneration Report page 
SBM- Double Materiality Assessment (DMA) pages -
b) Engaging with affected
stakeholders in all key steps of the
due diligence
Our Stakeholders pages -
Internal Controls pages -
Gov- Sustainability Matters addressed by Management page 
IRO- DMA Process page 
Whistleblowing page 
Board workforce engagement page 
c) Identifying and assessing adverse
impacts
SBM- Double Materiality Assessment (DMA) pages -
SBM- DMA Results pages -
SBM- DMA Process pages -
d) Taking actions to address those
adverse impacts
Internal Controls pages -
E- Climate Change Actions pages -
E- and E- – Actions against pollution and pollution control page 
E- Managing impacts on Resource Use and Circular Economy page 
S- Managing impacts on Own Workforce page 
S- Managing impacts on Workers in the Value Chain pages 
e) Tracking the effectiveness of
these efforts and communicating
Internal Controls Pages -
Board effectiveness Page 
Disclosure requirement GOV-5 – Risk management and internal controls over sustainability reporting
The main mitigation of strategies and controls employed by the Group to ensure the accuracy of sustainability data includes the use of
reporting manuals, training for key personnel, multiple internal review processes during the preparation of sustainability information and
periodic reviews by the Group’s internal audit function to identify opportunities for improvement.
An internal audit was undertaken of the Group’s sustainability reporting processes in 2023 which concluded in September 2023 and made
the observations set out in the table below.
Observation Action Status December 
IImmpplliiccaattiioonnss ooff aaccqquuiissiittiioonnss nnoott ffuullllyy
ccoonnssiiddeerreedd ffoorr gglloobbaall KKPPIIss aanndd
ssuussttaaiinnaabbiilliittyy ttaarrggeettss
ESG reporting included in M&A integration
process
Closed
LLaacckk ooff kknnoowwlleeddggee aanndd mmiinnoorr ddaattaa
iinnaaccccuurraaccyy iiddeennttiiffiieedd ffoorr ssaammpplleess tteesstteedd
Process manual and job description updates,
training, additional reviews
Closed
WWeeaakknneesssseess iinn tthhee tteecchhnniiccaall sseettuupp ooff
tthhee ssyysstteemm ttoo mmeeaassuurree hheeaalltthh aanndd ssaaffeettyy
KKPPIIss
Update and improve reporting software Closed
MMeetthhooddoollooggyy ttoo mmeeaassuurree NNOOxx eemmiissssiioonnss
nnoott rreelliiaabbllee
Consider alternative measurement method Closed
RRiisskkss ttoo ccoommppllyy wwiitthh ffuuttuurree lleeggaall
rreeqquuiirreemmeennttss ffoorr hhuummaann rriigghhttss
lleeggiissllaattiioonn
Assignment of new roles and responsibilities
internally in line with requirements of new
legislation
Closed
CCuurrrreenntt ttaarrggeettss rreellaatteedd ttoo PPeeooppllee &&
CCuullttuurree ppootteennttiiaallllyy nnoott ssuuffffiicciieenntt
Review diversity targets, previously focused only
on gender
Closed
The Group has established internal control and risk management processes to ensure the reliability of sustainability reporting. During the
2025 reporting period, sustainability reporting risks were reassessed using the Group’s established risk management methodology, includ-
ing an evaluation of likelihood and potential impact. The methodology applied, including risk impact and likelihood definitions, is aligned
SUSTAINABILITY STATEMENT CONTINUED
79RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
79

with the framework used for the Group’s general risk register, which supports the identification and assessment of principal and emerging
risks.
The highest risks identified in the 2025 risk assessment relate to the reporting of data on workers in the supply chain, in particular the
completeness and reliability of information on workforce and health and safety. These risks are considered to remain within the Group’s
defined risk appetite, although they are subject to close monitoring due to the potential for escalation if not adequately managed.
The resulting risks were integrated into the Group’s sustainability risk register and used as an input to the double materiality assessment.
The effectiveness of the related controls and risk assessments is reviewed on a regular basis and updated as appropriate to reflect changes
in reporting requirements, business activities and regulatory expectations.
The Group’s risk appetite for sustainability matters is as follows:
Environment and climate – HIGH
Health & Safety – AVERSE
Regulatory and compliance – AVERSE
As part of the Group’s continuous refinement of its risk management framework, the risk appetite for environment and climate was reviewed
during the July 2025 Board meeting. The Board approved an adjustment from moderate to high, reflecting the strengthened control envi-
ronment, the clearly defined measures and milestones underpinning the feasibility of the 2030 climate targets, and the positive progress
expected for 2025. This change in risk appetite signals the Group’s increased readiness to pursue environmental and climate initiatives
while operating in an emission-intense industry. It does not imply any tolerance for non-compliance; the Group maintains a strict zero-
tolerance approach to breaches of environmental or climate-related requirements.
The findings of the risk assessment process and internal controls are integrated into the annual process that is carried out for the purpose
of reporting sustainability data in the Group’s Annual Report and Accounts. The Global Sustainability Team, relevant functional heads and
functional reporting teams apply the methodology set out in the reporting manual for each area to ensure standardised and accurate re-
porting across the Group.
Internal audit reports and risk assessments relating to sustainability reporting are submitted to the Audit & Compliance Committee and the
CSC for consideration. These Committees hold a joint session annually for this purpose, which was held on November 24, 2025. An ex-
traordinary session on internal controls was held on 12 January 2026.
Disclosure requirement SBM-1 – Strategy, business model and value chain
Strategy
RHI Magnesita’s strategy aims to secure long-term competitiveness and sustainable value creation in an increasingly complex global en-
vironment. In 2025, the Group refined its strategic direction as part of the transition to the 2035 strategy cycle, building on its established
pillars of competitiveness, business model expansion, and targeted growth through acquisitions.
The updated strategy is anchored in three levers:
Portfolio enhancement: expanding and innovating the product and solutions offering to create more value for customers.
Performance excellence: improving productivity and resilience through digitalisation, an optimised footprint, and disciplined cost man-
agement.
Planet engagement: advancing circularity and decarbonisation technologies and supporting customers on their path to lower-carbon pro-
duction.
These levers build on the Group’s progress in recycling, network optimisation, raw material strategy, and technology development. They
also reflect the increasing importance of sustainability performance for customers, regulators, and stakeholders. Health, safety and people
engagement remain fundamental enablers of the strategy, supporting strong execution and long-term growth.
Through this strategic framework, the Group aims to strengthen competitiveness, drive operational excellence, and reinforce its role as a
leading provider of sustainable solutions across the refractory value chain.
Business model
RHI Magnesita is a global supplier of high-grade refractory products, systems and solutions which are critical for high-temperature pro-
cesses 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 worldwide
and employs more than 20,000 people across over 65 production sites, more than 20 recycling facilities and over 70 sales offices. The
Group operates 12 raw material sites, including 7 key mines located in Austria (3), Brazil (1), China (1), Türkiye (1) and the United States (1).
SUSTAINABILITY STATEMENT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202580
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
80

In the production of refractories, raw materials are blended and combined with chemical additives to be sold as mixes, or subject to further
processing into shaped refractory products. Shaped refractory bricks are pressed into different sizes and shapes depending on the specific
application, employing pressures of up to 3,200 tonnes. After pressing, shaped refractory bricks are tempered at temperatures of up to
350°C and may be further subjected to firing at 1,800°C in tunnel kilns for several days.
Unfired products are primarily used in the steel industry, whilst the main applications for fired products are in the cement, non-ferrous
metals, process and mineral industries.
The Group’s comprehensive product range and expertise enable it to offer solutions contracts to customers who are seeking to improve
production efficiency and reduce their costs and environmental impacts, and this service offering is one of RHI Magnesita’s key differenti-
ators. Under a solutions contract RHI Magnesita is paid a fixed price per unit of customer production, initially offering a saving to the cus-
tomer versus their prior level of refractory operating expenses. Over time the Group can deploy more advanced products and technical
expertise to reduce refractory usage or increase productivity by other means over the five-to-seven-year life of the contract. Solutions
contracts are usually renewed upon expiry with revised productivity goals for the subsequent period.
Innovation, research and development are essential drivers of success in the refractory industry. Refractory products are highly customised
for individual customer applications, often representing many years of iterative improvements tailored to specific customer environments.
Development of new technologies requires careful testing and trials at pilot scale and in live production environments, without impacting
customer results.
Value chain
RHI Magnesita’s value chain starts with the input of refractory raw materials which are sourced from the Group’s own raw material assets or
purchased on the open market. The key raw materials produced or purchased are magnesite or dolomite based (basic’) or alumina-based
(‘non-basic’). The production of basic raw materials involves the mining and extraction of raw magnesite or dolomite followed by high tem-
perature processing in either rotary or shaft kilns to calcine the material produce refractory raw materials. The calcination process is pri-
marily fuelled using fossil fuels such as natural gas, fuel oil or petcoke. RHI Magnesita has no alumina-based raw material production assets.
Raw materials are increasingly sourced through the recycling of reclaimed refractories which go through a process of sorting, crushing and
washing prior to re-use.
The purchase of refractory raw materials represents the largest proportion of the Group’s cost of goods sold, followed by personnel costs,
energy, freight and other consumable items such as packaging.
The core production processes for refractory products are as follows:
Unshaped refractory products – milling, floating, briquetting, screening and sieving.
Shaped refractory products – moulding, pressing, drying, tempering, firing, heat treatment, finishing; and
Isostatically pressed products – pressing, curing, machining, glazing, firing, heat treatment, assembly, finishing.
Supporting processes to the core production process include logistics, quality control, research & development and information technol-
ogy.
The Group’s products are purchased by industrial producers who require refractories to protect equipment during high temperature pro-
duction processes. At the end of the useful life of a refractory lining, the Group seeks to partner with its customers to reclaim as much
residual waste as possible for re-use in the refractory production process.
Significant products and services offered
Significant products offered by the Group are:
Shaped refractory products;
Unshaped refractory products;
Other refractory products;
Systems, sensors, machinery and digital products; and
Raw materials.
Refractory services are also provided, either as ad hoc additions to the provision of refractory products or via a full solutions contract, ac-
cording to customer preference.
No significant new products or services were added or removed during the reporting period. Please refer to the Note 5, Segment reporting
on page 261 of this Annual Report for further details.
SUSTAINABILITY STATEMENT CONTINUED
81RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
81

Significant markets and customers served
The Group’s customers are producers of steel, cement, lime, non-ferrous metals, glass, energy, chemicals and waste processors. The end
markets served by the Group’s customers are the construction, transportation, machinery, electronics and consumer goods and energy
sectors.
Banned products
None of the Group’s products are banned from use in any geography.
Business relationships along the value chain
Understanding the business ecosystem requires a comprehensive analysis of the key stakeholders and their respective roles across different
stages of the value chain. The following outlines the primary business actors involved in upstream, core, and downstream operations and
their interdependent relationships.
Upstream business actors
In the upstream segment, the Group relies on essential partners to secure resources, drive innovation, and ensure compliance. Key business
actors include:
Suppliers – Provide raw materials, components, and services necessary for production and operations.
Contractors – Deliver specialised expertise and support in areas such as infrastructure, logistics, and development.
Innovation Partners – Collaborate on research and development initiatives to enhance product and process efficiencies.
Regulators – Oversee industry compliance, ensuring adherence to legal and sustainability standards.
Employees – Contribute to operational efficiency, knowledge transfer, and corporate growth.
Core Business Actors
At the core of business operations, RHI Magnesita engages with critical stakeholders who influence corporate strategy, innovation, and
governance. These include:
Innovation Partners – Drive technological advancements and co-create value through research and strategic alliances.
Investors/Shareholders – Provide financial capital, influence decision-making, and ensure long-term business sustainability.
Regulators – Enforce compliance with industry standards, corporate governance, and environmental policies.
Employees – Form the backbone of the organisation, driving productivity, corporate culture, and innovation.
Communities – Represent the broader societal impact of business activities, influencing corporate social responsibility (CSR) initiatives.
Downstream Business Actors
In the downstream segment, the Group engages with partners who facilitate market access, service delivery, and regulatory compliance.
These include:
Customers – Serve as the end recipients of products and services, shaping demand and market trends.
Contractors – Support the distribution, marketing, and after-sales processes to ensure operational efficiency.
Regulators – Monitor business practices, ensuring ethical, financial, and environmental accountability.
Employees – Play a crucial role in customer service, brand representation, and operational continuity.
Disclosure requirement SBM-2 – Interests and views of stakeholders
This section is incorporated by reference to “Our Stakeholders” section, pages 20-27.
Disclosure requirement SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model
Material impacts, risks and opportunities and their interaction with strategy and business model
RHI Magnesita’s material impacts, risks and opportunities arise across the upstream, core and downstream stages of its value chain and are
closely linked to the Group’s energy- and resource-intensive business model. In the core operations, including mining, processing and
high-temperature manufacturing, the Group is exposed to climate-related impacts and risks associated with greenhouse gas emissions,
energy use, evolving regulatory requirements and the need for continued investment in decarbonisation technologies. These activities also
give rise to occupational health and safety risks inherent to industrial and site-based operations. In addition, potential human rights impacts
related to the Group’s own workforce may arise in connection with working conditions, health and safety standards, equal treatment and
non-discrimination. These risks are managed through established governance frameworks, policies and internal controls aligned with ap-
plicable labour and human rights standards.
In the upstream value chain, impacts and risks are primarily linked to the sourcing of raw materials and the use of contractors and suppliers.
These relationships expose the Group to Scope 3 emissions and to potential labour-related and human rights impacts, including health
and safety and forced labour incidents, particularly in regions where the Group does not have direct operational control. These topics are
addressed through supplier due diligence processes, contractual requirements and ongoing monitoring mechanisms.
Child labour has been assessed as not material for the Group in relation to both its own workforce and value chain workers. For the own
workforce, risk exposure is considered low due to the Group’s formal and regulated operating model, limited presence in high-risk geogra-
phies, the absence of recorded cases, and established controls such as formal recruitment procedures and mandatory identity verification
processes. Within the value chain, elevated child labour risks are typically associated with agriculture and artisanal or informal mining
SUSTAINABILITY STATEMENT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 202582
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
82

activities. The Group predominantly sources raw materials from industrial and formalised suppliers operating within regulated environ-
ments. Interrelated risks, including forced labour, are addressed through established due diligence processes and are disclosed annually
in the Group’s Anti-Slavery Statement. Based on this assessment, child labour is not considered material at the reporting date.
In the downstream value chain, RHI Magnesita faces both risks and opportunities driven by customer demand and market developments.
The Group’s refractory products enable efficient heat management, increased recycling and lower emissions in customer processes, cre-
ating opportunities linked to climate change mitigation, circularity and the growing demand for low-carbon solutions. At the same time,
failure to meet decarbonisation expectations or sustainability targets could result in increased costs, reputational impacts and reduced
market competitiveness.
Overall, these impacts, risks and opportunities influence the Group’s cost structure, investment decisions, revenue potential and long-term
resilience and are therefore integral to the ongoing development of RHI Magnesita’s strategy and business model.
The material impacts, risks and opportunities described below are based on the outcomes of the Group’s double materiality assessment
conducted in line with ESRS requirements (see ESRS 2 IRO-1).
The full double materiality assessment process is described in IRO-1. As the operating environment, regulatory landscape and stakeholder
expectations evolve, the outcomes of the double materiality assessment and the due diligence process may change over time. Therefore,
the Consolidated Sustainability Statement and material impacts, risks and opportunities identified may be subject to future updates.
TTooppiicc SSuubb--ttooppiicc IIRROO ttyyppee VVaalluuee cchhaaiinn IIRROO ddeessccrriippttiioonn PPoolliiccyy TTiimmee hhoorriizzoonn AAccttiioonn 22002255
ttaarrggeett
22003300
ttaarrggeett
ENVIRONMENT
E1
Climate
change
Climate
change
mitigation
Positive
impact
Core, Down-
stream
1. Avoided emissions through optimised
heat management
IMS policy All time horizons
Positive impact Downstream 2. Saved emissions through usage of recy-
cled raw materials
IMS policy All time horizons
Negative impact Upstream,
Downstream
3. Scope 3 CO
2
emissions from purchased
raw material, use of sold products and
transport
IMS policy All time horizons
Negative impact Core 4. Scope 1 CO
2
geogenic process emissions IMS policy All time horizons
Negative impact Core 5. Scope 1 CO
2
fuel based emissions IMS policy All time horizons
Opportunity Downstream 6. Increased demand for refractory products
that enable decarbonisation of customer in-
dustries (EAF, ESF, BOF, DRI)
IMS policy Medium-long term
Opportunity Core, down-
stream
7. Increased demand for low carbon footprint
refractory products
IMS policy Medium-long term
Opportunity Core 8. Decrease in costs or increase in revenue
through use of new technologies to reduce
or capture CO
2
emissions from refractory
production in ETS zones
IMS policy Medium-long term
Risk Core 9. Increase in operating or capital expendi-
tures due to changes in policy and regula-
tion
IMS policy Medium-long term
Risk Upstream,
Core, down-
stream
10. Increase in operating expenditure and
reputational damage if decarbonisation
pathway not delivered
IMS policy Medium-long term
Energy
Negative impact Core 11. Scope 2 CO
2
emissions from energy con-
sumption
IMS policy All time horizons
Risk Core 12. Reputational damage if energy reduction
targets not achieved
IMS policy Short-medium term
E2 - Pollu-
tion
Pollution of
air
Negative impact Core, Down-
stream
13. Air pollution from industrial processes IMS policy All time horizons
SUSTAINABILITY STATEMENT CONTINUED
83RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
83
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E5 – Re-
source use
and circular
economy
Resource
inflows, in-
cluding re-
source use
Positive impact Upstream,
Core, Down-
stream
14. Ecient use of raw materials and re-
sources including the use of recycled mate-
rials
IMS policy All time horizons
Opportunity Downstream 15. Recycling non-refractory materials cre-
ates new revenue streams and broadens
market reach
IMS policy Medium-long term
SOCIAL
S1 – Own
workforce
Health and
safety
Negative impact Core 16. Workplace safety incidents in own work-
force
IMS policy All time horizons
Forced la-
bour
Potential nega-
tive impact
Core 17. Incidents of forced labour in own work-
force
Human rights
policy
All time horizons
Working
conditions
Risk Core 18. Reputational damage if health and safety
targets not achieved
IMS policy Short-medium term
S2 – Work-
ers in the
supply
chain
Health and
safety
Negative impact Upstream 19. Workplace safety incidents in supply
chain
Supplier code
of conduct
All time horizons
Forced la-
bour
Potential nega-
tive impact
Upstream 20. Incidents of forced labour in supply chain Supplier code
of conduct
All time horizons
GOVERNANCE
G1 - Gov-
ernance
Corruption
and bribery
Risk Upstream,
Core, Down-
stream
21. Fraud and corruption in various forms Code of con-
duct, Anti-
corruption
policy
Short-medium term
Corruption and bribery were not deemed to be a material impact, risk or opportunity by the Group’s DMA, but was added following stakeholder engagement.
Avoided emissions through optimised heat management
Positive impact
RHI Magnesita’s comprehensive product range and expertise enables it to offer heat management solutions contracts to customers who
are seeking to improve production efficiency and reduce their costs and environmental impacts. Heat management solutions encompass
a range of technologies and strategies designed to prevent overheating, improve energy efficiency, reduce costs, and extend the lifespan
of equipment. The Group’s customers include industrial producers in the steel, cement, metals and glass sectors with high energy usage
and associated CO
2
emissions. Improvements in refractory performance can often lead to significant energy savings and therefore avoid
CO
2
emissions. For example, refractory linings or functional products with a longer service life can extend periods of continuous opera-
tion, improving asset utilisation for the customer, reducing the impact of downtime and energy loss during warming and cooling phases.
The ability to deliver production efficiency gains to customers is a key focus of the Group’s strategy which requires the provision of a full
range of refractory products and services to a global customer base. RHI Magnesita has adopted its strategy to seek to increase the propor-
tion of its revenue from solutions contracts. Significant capital has been invested in M&A to strengthen the Group’s presence in previously
underrepresented geographies and product segments. These investments directly support the expansion of the solutions contract offering,
which was consolidated and relaunched under the 4PRO brand in 2024. We saw a strengthening of our 4PRO program in 2025 laying a
solid framework for a healthy pipeline of new and improved 4PRO contracts for 2026.
The positive impact from avoided emissions occurs both in the Group’s core operations and in its downstream value chain. The Group can
(i) service customer needs whilst using lower volumes of refractories; and (ii) deliver efficiency gains such as energy and emissions savings
at customer sites.
RHI Magnesita intends to continue to offer heat management solutions and has a target to increase the proportion of revenue derived from
these contracts. Solutions contracts are highly valued by many customers and result in a higher proportion of repeat business since they
are usually renewed on expiry. Margins can also be higher over the full life of a contract. The Group is developing new advanced products
and services to further improve its solutions contract offering and bring further efficiency gains for its customers. Allocation of capital to
R&D spending is intended to continue the Group’s leadership position in this area.
Avoided emissions have an immediate positive impact on people and the environment through avoiding the release of CO
2
to the atmos-
phere which would otherwise occur. The positive impact of avoided emissions originates from the Group’s business model to offer heat
management solutions and results from changes to its own activities and from business relationships with its customers.
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The Group has demonstrated its capacity to address the opportunity of offering heat management solutions by increasing the proportion
of revenue derived from such contracts. The contribution from solutions contracts has recently reduced, mainly because of M&A, therefore
creating the opportunity to increase revenue from such contracts in the future.
Avoided emissions resulting from optimised heat management solutions are entity specific and not covered by a specific ESRS disclosure
requirement. The Group intends to develop KPIs and disclose in future in line with phase-in requirements.
Saved emissions through usage of recycled raw materials
Positive impact
RHI Magnesita can significantly reduce its CO
2
emissions through increasing the use of recycled raw materials. Each tonne of recycled
material used saves approximately 1.6 tonnes of emissions compared to the CO
2
intensive process of extracting and processing fresh raw
material. The use of recycled materials improves local raw material availability and self-sufficiency and, in some cases, can result in cost
savings compared to freshly mined material.
The Group will use the recycling rate KPI to measure and enhance resource efficiency and circular economy integration, as increasing the
use of recycled raw materials is a core part of its strategy to lead in sustainability within the refractory industry, driving significant develop-
ments in its business model.
Historically, recycling rates for refractories in the refractory industry were low (4%) due to reduced performance levels for finished products
containing reclaimed materials. RHI Magnesita developed new sorting and cleaning processes to solve this technology challenge and has
now demonstrated in real-world applications that high quantities (up to 96%) of recycled materials can be incorporated into refractory
products without compromising performance. R&D activities are ongoing, and further technical progress is expected to increase the effi-
cacy of recycled material utilisation, while parallel process improvements support gains in operational efficiency.
After proving the new technology, the Group allocated capital to acquisitions of recycling companies including the joint venture estab-
lished with Horn & Co., MIRECO in 2022, the acquisition of Refrattari Trezzi in 2024 and BPI in 2025 which have increased availability of
reclaimed material. Further acquisitions of recycling companies in other geographies are under consideration. We aim to increase our sort-
ing yield through automatic sorting machines. Achieving higher recycling rates requires developing a closer partnership with customers
to optimise the process of breaking out and collecting waste refractories at customer sites. Increased precision in sorting and reducing the
time between break out and recycling into new products leads to a higher recycling yield. The Group’s solutions contract offering is the
ideal platform to offer this partnership to customers and recycling of residual material now forms an important part of the ‘4PRO solutions
offering. There is a significant strategic opportunity to roll out recycling activities globally.
The benefits of recycling are realised in the Group’s core activities and in its upstream and downstream value chains. In the upstream value
chain, the use of recycled raw materials displaces the quantity of refractory raw materials that must be purchased from external suppliers,
reducing Scope 3 CO
2
emissions and all other environmental impacts of extracting, processing and shipping virgin material. Within the
Group’s core activities recycled materials may sometimes be obtained at lower cost compared to purchased raw materials. Materials are
generally locally sourced, which reduces freight costs and emissions from transportation whilst shortening the supply chain, with potential
for working capital benefits. In the downstream value chain the Group’s customers derive significant waste management and circular econ-
omy benefits as refractory waste would otherwise have to be disposed of and would usually go to landfill, incurring additional costs.
RHI Magnesita has responded to the benefits of recycling by investing in the technology, infrastructure and changes to its business model
necessary to take full advantage of the opportunity. In the near-term recycling rates have been diluted by the addition of multiple new
acquisitions to the Group, with lower levels of recycling usage compared to the Group average. However, further investments in new sorting
technologies and a global roll-out of recycling are underway and are expected to deliver further benefits in the short and medium term.
RHI Magnesita’s collaboration with Stahlwerk Thüringen demonstrates how circular high-alumina additives and improved slag engineering
can strengthen greener steel production. The trials showed that replacing conventional fluxes with recycled materials, maintained desul-
phurisation performance while reducing costs and carbon emissions. Although the shift to circular inputs requires precise process control,
the environmental and economic benefits highlight the strong potential of this approach for more efficient and sustainable steelmaking.
In the future, use of recycled materials within the Group’s raw material processing kilns offers the potential to reduce geogenic emissions
which would otherwise incur a CO
2
allowance cost within the EU ETS framework and later CBAM which is expected to be implemented
over the period 2026-2034. Incorporating high proportions of recycled raw materials into finished refractories enables the Group to offer
lower carbon footprint refractories to its customers. This product range is expected to deliver market share gains or a pricing premium as
customers seek to address their Scope 3 emissions from refractory usage, as set out in opportunity (7) “Increased demand for low-carbon
footprint refractory products”, below. In the long-term, recycling rates have a natural ceiling since refractories are largely consumed during
use and only residual materials can be reclaimed.
For 2025, the CapEx budget for recycling is set at €1.9 million, prioritizing circular raw materials processing and the integration of innovative
technologies to improve operational efficiency. Beyond 2025, the focus will be on expanding in the refractory circular minerals market
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outside Europe, leveraging CapEx and M&A to drive growth and market presence. RHI Magnesita will continue to invest in organic and
inorganic projects to increase its recycling activity so long as such investments are calculated to deliver an attractive return on capital
compared to other investment opportunities available to the Group. Sufficient financial and organisational capacity exists to support further
development of recycling and therefore the Group has sufficient capacity to address this opportunity.
The future potential positive impact on equity value of this opportunity is ca. €537 million.
Recycling is covered by topic “E5 – Resource use and circular economy” and sub-topic “Resource inflows, including resource use” and
further information on recycling performance is therefore provided below in the relevant section of the Group’s Consolidated Sustainability
Statement.
Scope 3 CO
2
emissions from purchased raw material, fuel- and energy-related activities, processing of sold products and transport
Negative impact
Refractory production is a CO
2
intensive activity and is a ‘hard to abate’ industry. Raw material processing generally uses fossil fuels for
ignition and burning of carbonate rock, which results in significant geogenic CO
2
emissions. These geogenic emissions are classified as
Scope 1 when resulting from the Group’s own production or Scope 3 in the case of externally purchased raw materials, occurring in the
upstream section of the value chain. Scope 3 emissions from purchased raw material represented 43% of total Group CO
2
emissions in
2025 (2024: 34%).] The use of fuels and electricity results in indirect upstream emissions from the sourcing, processing and transportation.
In the downstream section of the value chain, certain finished refractory products need to be heated up at the customer prior use. This
results in additional Scope 3 CO
2
emissions in the downstream value chain. Scope 3 emissions are also generated in the shipping and
distribution of refractory products to customers worldwide.
The Group is aware of the relatively high CO
2
intensity of its business relationships with raw material suppliers and emissions from the
transportation of raw materials and finished goods. Such emissions are recognised to have an impact on people and the environment
through contributing to climate change over the medium and long-term and the Group has therefore sought to adapt its strategy and
business model to reduce this impact to the greatest extent as is sustainably possible.
Scope 3 emissions from purchased raw material usually arise in regions where carbon emissions costs are currently not incurred but may
attract a cost penalty in the future, for example in the case of raw materials imported into Europe after the implementation of CBAM.
The strategy and business model has been adapted to reduce Scope 3 emissions from purchased raw material by (i) replacing raw material
which would otherwise be purchased externally with recycled raw materials; (ii) prioritising raw material suppliers with lower CO
2
footprints;
(iii) engaging with raw material suppliers to help them to reduce the CO
2
footprint of their operations; and (iv) pursuing technological so-
lutions to decarbonise the Group’s own raw material production facilities which can then be utilised in favour of externally purchased raw
material from high CO
2
emitting suppliers in the future.
Scope 3 emissions from shipping and distribution are unavoidable so long as raw material and finished goods movements are required and
transport methods used by the Group (shipping, road and rail) utilise fossil fuels as a primary energy source. However, the extent of raw
material and finished goods movements can be reduced through the implementation of the Group’s ‘local for local’ production strategy,
which seeks to increase self-sufficiency of its regional hubs, reducing reliance on imports and thereby decreasing the number of freight
movements or reducing distance travelled. The Group is currently investing in an upgrade of its logistics and supply chain planning systems
which is expected to generate further efficiencies in this area.
Through the above responses the Group has demonstrated its capacity to act to address the impact of Scope 3 emissions and further
opportunities exist to further reduce such emissions. However, compared to other actions that the Group is able to take to address its overall
CO
2
emissions, Scope 3 emissions from purchased raw materials are one of the areas over which management has the least control and
influence since this will ultimately require the decarbonisation of suppliers who may not be willing, able or incentivised sufficiently to act.
As part of the Group’s decarbonisation commitment, RHI Magnesita has undertaken to (i) lobby governments to invest in the necessary
infrastructure to decarbonise the refractory industry and other energy intensive industries; and (ii) work with partners in the private sector
to develop new renewable energy solutions, hydrogen energy networks and carbon capture and utilisation technologies which will be
applicable to its upstream suppliers of raw materials.
To monitor this topic, the Group will use as a KPI, Scope 3 emissions associated with purchased raw materials, processing of sold products,
and transport, to track progress in reducing its carbon footprint.
Scope 3 emissions are covered by topic “E1 – Climate change” and sub-topic “Climate change mitigation” and further information is there-
fore provided below in the relevant section of the Group’s Consolidated Sustainability Statement.
Scope 1 CO
2
geogenic process emissions
Negative impact
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Scope 3 emissions from purchased raw material represented 43% of total Group CO
2
emissions in 2025 (2024: 34%). Raw material pro-
cessing generally uses fossil fuels for ignition and burning of carbonate minerals such as magnesium carbonate (magnesite) or calcium
magnesium carbonate (dolomite), which results in significant geogenic CO
2
emissions. Approximately half of the mass of raw magnesite
and dolomite prior to burning is oxidised and emitted as CO
2
during raw material processing. These geogenic emissions are classified as
Scope 1 when resulting from the Group’s own production. They occur within the Group’s core operations and not in the upstream or down-
stream value chain. Upstream emissions resulting from the same process are classified as Scope 3 emissions from purchased raw material.
Scope 1 emissions from geogenic process emissions represented 17% of total Group CO
2
emissions in 2025.
The Group is aware of the relatively high CO
2
intensity of its raw material processing operations, and these emissions are recognised to
have an impact on people and the environment through contributing to climate change over the medium and long-term. RHI Magnesita
has therefore sought to adapt its strategy and business model to reduce this impact to the greatest extent as is sustainably possible.
Scope 1 emissions from geogenic process emissions incur carbon costs in the European Union, where the Group is required to purchase
certificates for CO
2
emissions over and above its free allocation. In 2025 the cost of purchasing certificates for these emissions through the
European ETS was €3 million (2024: 6 million; 2023: €2 million) for the shortage. Recent EU policy developments indicate an unexpected
reduction in free allowances under the preliminary ETS benchmark updates for 2026–2030. Final benchmark values are expected to be
confirmed by the European Commission in Q1 2026. If benchmarks are confirmed, this would result in significantly higher compliance
costs for our operations. In addition to that, the cost of purchasing CO certificates is expected to rise in the future due to the full imple-
mentation of the Carbon Border Adjustment Mechanism (CBAM). Currently in its transition phase, CBAM will eventually lead to the com-
plete removal of all free allowances, further increasing compliance costs for RHI Magnesita.
Considering the expected increase in the cost of Scope 1 CO
2
emissions in Europe and potentially other geographies, the Group has
adapted its strategy and business model to reduce Scope 1 geogenic emissions associated with raw material processing in geographies that
are or may be subject to ETS costs.
Since the processing of virgin carbonate raw materials necessitates the emission of geogenic carbon as CO
2
, the only routes available to
reduce such emissions are to (i) develop non-carbonate raw material sources; or (ii) to capture geogenic process emissions for storage or
utilisation to prevent release to the atmosphere.
The Group is assessing possible routes for the use of non-carbonate raw material sources but has not yet identified an economically viable
production process. RHI Magnesita previously operated sea water based raw material assets in Ireland and Norway, but these assets were
energy intensive and ultimately proved to be uncompetitive compared to carbonate raw material sources.
The Group is therefore conducting R&D and investing in pilot production facilities for the capture, storage and/or utilisation of geogenic
process emissions. The Group is now participating in trials of a carbon utilisation technology pioneered by MCi Carbon, an Australia based
developer of mineralisation technology which can efficiently bind CO
2
into saleable solid carbon-negative materials, permanently remov-
ing emissions from the atmosphere. To date, RHI Magnesita has invested more than €10 million in MCi Carbon and during 2025 further
progress has been made in the evaluation of technologies for CO
2
capture at the Group’s raw material production sites. A trial production
of carbon negative materials utilising captured CO
2
was commissioned at this facility in Nov 2025. Technology and other similar solutions
may have wider implications beyond the refractory industry, for example in cement production where geogenic emissions pose a similar
challenge. The Group considers the MCi process to be the most promising technology for economically reducing geogenic CO
2
emissions
because it results in the production of saleable carbon negative materials, whereas other carbon storage or sequestration methods only
represent additional capital and operating expenses with no additional revenues.
If the technology is successfully proven in the demonstration plant in Australia, RHI Magnesita intends to conduct a feasibility study for the
construction of new plant at its Hochfilzen, Austria raw material production site to remineralise CO
2
emissions at that site. The capital ex-
penditure for the construction of such a facility and impact on operating expenditures is not yet known but is expected to be material.
RHI Magnesita has sufficient capacity to continue to assess the viability of various technologies to reduce the impact of its Scope 1 geogenic
process emissions but may require external support to employ such technologies on an industrial scale. In assessing the optimum financing
structure and economic viability of the Green Minerals Initiative, the Group would seek to reduce risk through equity partnering, public
subsidy or tax incentives and the use of specialised financing instruments which may be available for green projects. This project or any
similar undertaking would be assessed according to the Group’s existing capital allocation process and required to deliver an attractive
return on capital compared to other investment opportunities available to the Group if it is to proceed.
The Group will use Scope 1 emission metric related to raw material processing to monitor this topic.
Scope 1 geogenic process emissions are covered by topic “E1 – Climate change” and sub-topic “Climate change mitigation” and further
information is therefore provided below in the relevant section of the Group’s Consolidated Sustainability Statement.
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Scope 1 CO
2
fuel-based emissions
Negative impact
RHI Magnesita uses fossil fuels such as natural gas, oil and petcoke at its raw material and refractory production sites worldwide. The con-
sumption of these fuels results in Scope 1 CO
2
emissions from within the Group’s core operations and not in the upstream or downstream
value chain. Upstream emissions resulting from the use of fuels by external raw material suppliers are classified within Scope 3 emissions
from purchased raw material. Fuel based Scope 1 CO
2
emissions from this source were 1,108 kt CO
2
, accounting for 18% of total Group CO
2
emissions in 2025, with the majority of fuels being consumed at raw material production sites.
The Group is aware of the relatively high CO
2
intensity of its operations arising from the consumption of fuel and these emissions are rec-
ognised to have an impact on people and the environment through contributing to climate change over the medium and long-term. RHI
Magnesita has therefore sought to adapt its strategy and business model to reduce this impact to the greatest extent as is sustainably pos-
sible.
Scope 1 emissions arising from fuel consumption incur carbon costs in the European Union, where the Group is required to purchase cer-
tificates for CO
2
emissions over and above its free allocation, as described in impact (4) “Scope 1 CO
2
geogenic process emissions”, above.
The cost of such emissions is expected to increase significantly between 2026 and 2034 with the introduction of CBAM and with the
possible commencement of similar ETS regimes in other geographies. In addition to that, recent EU policy developments indicate an un-
expected reduction in free allowances under the preliminary ETS benchmark updates for 2026–2030. Final benchmark values are ex-
pected to be confirmed by the European Commission in Q1 2026. If benchmarks are confirmed, this would result in significantly higher
compliance costs for our operations. The Group is therefore actively seeking to adapt its strategy and business model to reduce its fuel-
based emissions, to minimise this potential future financial impact.
The primary routes being assessed or utilised to reduce emissions from fuel consumption are (i) energy efficiency; (ii) fuel switches to lower
CO
2
footprint fuels e.g. natural gas; (iii) increased use of carbon neutral alternative fuels e.g. charcoal, biomass, waste; and (iv) use of green
hydrogen as a partial or total replacement for fossil fuels. Electrification has been evaluated as an alternative to the burning of fuels but
was not found to be viable with currently available technologies due to the high temperatures required in the Group’s manufacturing pro-
cesses.
The capital cost of fuel switches can be significant if the Group is required to partially or wholly fund infrastructure connections, in addition
to the cost of equipment upgrades at production sites to accept new fuels. Such capital costs could make a fuel switch project uneconomic,
even after accounting for potential savings on CO
2
emissions certificates. Operating expenditures may also be affected, either positively or
negatively. The Group has successfully implemented a fuel switch at Ponte Alta, Brazil, and is currently conducting biofuel co-firing trials
at Breitenau, Austria. The Group is also evaluating possibilities at Hochfilzen, Austria and York, USA which will depend on infrastructure
provision.
RHI Magnesita has sufficient capacity to continue to implement fuel switches and increase the use of carbon neutral fuels to reduce its
Scope 1 fuel-based emissions but requires external support for the provision of the necessary infrastructure and guaranteed supply agree-
ments. Infrastructure is usually provided for multiple users and in accordance with national or regional development plans.
The Group has tested and demonstrated its readiness for the partial use of hydrogen as a fuel in certain of its processes but is wholly reliant
on external parties for the production and distribution of green hydrogen at a price which is competitive with existing alternative energy
sources. Read more details
The Group will use Scope 1 emission KPI related to fuel use to monitor this topic.
Scope 1 fuel-based emissions are covered by topic “E1 – Climate change” and sub-topic “Climate change mitigation” and further infor-
mation is therefore provided below in the relevant section of the Group’s Consolidated Sustainability Statement.
Increased demand for refractory products that enable decarbonisation of customer industries (EAF, ESF, BOF, DRI)
Opportunity
RHI Magnesita’s customers operate in high-energy and emissions-intensive industrial sectors. Refractory products and heat management
services have an important role to play in energy consumption and associated CO
2
emissions at customer sites and can have a material
impact on reducing emissions in the Group’s downstream value chain. Steel production in particular accounts for around 9% of global CO
2
emissions and steel customers represent together with cement customers around 70% of Group revenues.
Major advancements by our steel customers are underway in the development of technologies for manufacturing steel with low or zero
CO
2
emissions and approximately 20 new plants or trial projects are currently being developed or are under construction worldwide.
Providing refractory linings, new refractory technology and heat management services to green steel projects represents a material new
business opportunity for the Group. Consumption of magnesite-based refractories is expected to be higher in furnaces and other applica-
tions which are likely play a major role in green steel production such as Electric Arc Furnaces (EAF), Electro Smelter Furnaces (ESF)
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facilities and Basic Oxygen Furnaces (BOF). Direct Reduction Furnaces (DRI) using natural gas or hydrogen also offer a new business op-
portunity, replacing blast furnaces in ironmaking for green steel production.
Recognising this new opportunity in its downstream value chain, RHI Magnesita has adapted its strategy and business model to pursue
green steel contracts. Developing refractory solutions for new technologies in green steel requires similar capabilities to the project busi-
ness in the Industrial division and the Group is therefore well positioned to win such contracts. In 2025 three major green steel projects
were tendered and RHI Magnesita was appointed in each case, with positive financial effects for the Group in 2025 and 2026. The Group
intends to cement its position as industry leader in the provision of refractory products and services for green steel projects and builds a
stronger reputation with each contract award. The Group’s M&A strategy has been adapted to grow capabilities which will assist in sup-
plying green steel projects and the Group is willing to invest in personnel, R&D or new production facilities where necessary to satisfy
customer requirements. The successful award of three new contracts is early evidence that the Group has the capacity and capabilities to
take advantage of this new business opportunity.
The future potential positive impact on equity value of this opportunity is ca. €251million.
The supply of enabling technologies for customers to reduce emissions in the downstream value chain is an entity specific opportunity
and is not covered by a specific ESRS disclosure requirement.
Increased demand for low-carbon footprint refractory products
Opportunity
Using recycled raw materials, RHI Magnesita is able to manufacture refractory products with a significantly reduced CO
2
footprint. The low
CO
2
footprint product range is marketed to customers who may be seeking to reduce their Scope 3 emissions from refractory usage or to
demonstrate a commitment to sustainable procurement practices. The Group is not aware of any competing low CO
2
footprint refractory
products on the market and this product range therefore represents an opportunity to increase revenue through market share gain or pricing
premium, subject to customer demand appetite.
In the process of developing its capabilities to increase the use of recycled raw materials, the Group successfully produced and tested
products made up to 96% recycled raw materials. Recognising this new capability and the potential for future customer demand, the
Group adapted its strategy and business model to develop its offering of low CO
2
products and to actively market them as a sustainable
alternative. The opportunity lies in the Group’s core activities where a new and potentially attractive product range may generate additional
revenues, and in the downstream value chain where the Group’s customers may benefit from a reduction in their Scope 3 emissions arising
from refractory consumption. The Group provides carbon footprint information for all of its products and highlights lower carbon footprint
alternatives to its customers.
Whilst sales of low CO
2
footprint products are growing strongly from a low base, there is not yet evidence of widespread demand from
customers, who are focusing first on reducing Scope 1 and Scope 2 emissions from their own production processes and from other raw
materials such as iron ore, which are much higher as a proportion of total emissions than those arising from refractory usage. The Group
expects demand for low CO
2
footprint products to increase in the future, in particular with the growth of green steel producers for whom
CO
2
emissions in the supply chain are expected to be a higher priority. RHI Magnesita conducts regular customer surveys to better under-
stand expectations regarding innovative and sustainable product solutions. Since the launch of 4PRO, the Group has intensified its follow-
up on customer interest, and the Q4 2025 survey revealed significant regional differences in awareness and interest, ranging from 5% to
46%. Building on these insights, the Group will continue to promote and strengthen awareness of the 4PRO approach. Anchored in the
pillars Performance, Partnership and Planet, 4PRO enhances the ability to deliver measurable improvements and supports customers in
their long-term transformation journeys.
The continued inclusion of low CO
2
refractories in the Group’s product range does not require material new funding. The Group therefore
has the capacity to take advantage of any increase in demand for low CO
2
refractory products which may occur in the future.
The Group tracks the sales of refractory products supporting electric arc furnaces – key to lower-carbon steel production – as a KPI for
this area, reaching €510 million in 2025.
The future potential positive impact on equity value of this opportunity is ca. €251 million.
The supply of low-carbon footprint refractories for customers to reduce their Scope 3 emissions from refractory consumption is an entity
specific opportunity and is not covered by a specific ESRS disclosure requirement.
Decrease in costs or increase in revenue through use of new technologies to reduce or capture CO
2
emissions from refractory produc-
tion in ETS zones
Opportunity
Carbon emission costs in Europe are set to increase significantly with the introduction of CBAM over the period from 2026-2034. Addi-
tional geographies may also implement ETS schemes and impose a cost on carbon emissions. If the Group is able to reduce CO
2
emissions
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from its production process by avoiding or capturing emissions there is an opportunity to gain a cost advantage versus competitors and to
realise higher prices for finished refractories, since the cost of production for the industry as a whole will increase.
Recognising the change in cost structure for the industry that will be brought about by the introduction of CBAM, the Group has adapted
its strategy and business model to take advantage of this potential opportunity.
The primary routes by which the Group is seeking to reduce its Scope 1 CO
2
emissions in Europe are (i) fuel switches and use of alternative
fuels; (ii) use of recycled material in raw material kilns; and (iii) carbon capture and utilisation or storage. The Group is also able to reduce
the CO
2
footprint of certain finished product ranges through the use of high proportions of recycled raw materials. Using one or a number
of these methods RHI Magnesita has the capability to manufacture refractory products without incurring cost penalties associated with
CO
2
emissions, as CBAM increases the cost of such emissions. Other refractory producers may not be able to reduce CO
2
emissions since
they are not vertically integrated and do not have advanced recycling initiatives similar to RHI Magnesita. Operating on a ‘cost plus’ basis,
competing refractory producers may have to increase prices to cover the additional costs incurred in purchasing high CO
2
intensity raw
materials that are imported into Europe in addition to any CO
2
emissions in EU-based refractory plants. As the market price for refractories
increases, RHI Magnesita should therefore be able to increase margins on its low CO
2
footprint products.
The financial benefits from this opportunity are not expected to occur in the short term or in the next reporting period but are expected to
emerge over the period 2026-2034, which is the implementation timetable for CBAM. The additional cost that would be incurred by the
Group if it does not reduce its own emissions is approximately €70 million per year for its European operations, representing the maximum
possible cost impact if the Group is not able to make any reduction in its European Scope 1 emissions. Prices for products sold within Europe
are assumed to rise in line with competitor pricing but this will not apply to c.50% of the Group’s European production which is exported
and sold in markets where no ETS or structure similar to CBAM applies. Over the long-term if CBAM continues to impose a cost of carbon
on high CO
2
emitting producers, the financial benefit from selling low CO
2
footprint products within the EU could be significant.
As set out in IROs (2), (4) and (5) above, significant capital investments may be required to fully decarbonise the Group’s operations in
Europe, in particular for any carbon capture and utilisation project which may be contemplated. The capital cost of achieving this has not
yet been calculated and such initiatives will only be approved for investment if an attractive return on capital can be realised compared to
other opportunities available to the Group. It is therefore not certain that the Group will have the capacity to fully take advantage of this
potential opportunity, which depends on as yet unproven technologies and support from public subsidy or infrastructure provision.
The opportunity to decrease costs or increase revenue through use of new technologies to reduce or capture CO
2
emissions from refractory
production in ETS zones is an entity specific opportunity and is not covered by a specific ESRS disclosure requirement.
The Group will monitor the increase of recycling rate as a KPI for this topic.
Increase in operating or capital expenditures due to changes in policy and regulation
Risk
RHI Magnesita foresees a risk to its business from the increase in operating costs due to an increase in the level or scope of carbon pricing.
Scope 1 emissions arising from fuel consumption or geogenic process emissions incur carbon costs in the European Union, where the Group
is required to purchase certificates for CO
2
emissions over and above its free allocation. The cost of such emissions is expected to increase
significantly between 2026 and 2034 (c.2030 for RHI Magnesita) with the introduction of CBAM and with the possible commencement of
similar ETS regimes in other geographies. The Group is therefore actively seeking to adapt its strategy and business model to reduce its
Scope 1 CO
2
emissions in Europe, to minimise this potential future financial impact.
Higher expected future emissions costs are a key driver behind the Group’s strategic decision to invest in CO
2
emissions reduction initiatives,
such as the use of recycling, fuel switches and alternative fuels, and carbon capture, storage and utilisation projects. The possibility to avoid
the higher future costs of emissions creates a business case for investing in such initiatives.
If the Group is unable to reduce its Scope 1 emissions in Europe, the implementation of CBAM is expected to have a negative financial
impact on the Group from 2030 onwards as free carbon allowances under the existing EU ETS are phased-out. CBAM will apply a charge
to imported raw materials and is expected to increase refractory pricing for all suppliers selling into the EU. Additionally, products manu-
factured in the EU and then exported will incur higher costs, as there are currently no compensation mechanisms for exporters who will
have paid the CO
2
costs on production within the EU.
No negative financial effects are expected in the next reporting period, 2026. The Group is in the process of developing new technologies
and projects to reduce CO
2
emissions but is not yet able to calculate the required capital expenditure or funding sources for such projects.
Emissions reduction projects will be assessed according to the Group’s existing capital allocation process and required to deliver an attrac-
tive return on capital compared to other investment opportunities available to the Group. Whilst the Group may be successful in develop-
ing new technical solutions it is not certain that there will be sufficient financial capacity available to fund large capital projects without
support from public subsidy or tax incentives, co-investors and specialised debt providers.
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Without mitigation such as the use of new technologies to reduce CO
2
emissions in the production process, the financial impacts of CBAM
could result in a future negative impact on equity value of €136 million.
The Group will use as a KPI to monitor this topic, the number of ETS certificates and ensure regulatory compliance.
Scope 1 emissions are covered by topic “E1 – Climate change” and sub-topic “Climate change mitigation” and further information is there-
fore provided below in the relevant section of the Group’s Consolidated Sustainability Statement.
Increase in operating expenditure and reputational damage if decarbonisation pathway not delivered
Risk
RHI Magnesita has published a theoretical decarbonisation pathway which sets out a potential route to eliminate CO
2
emissions in its core
operations and upstream value chain by 2060. If the Group is unable to deliver this decarbonisation pathway it could be impacted by an
increase in operating expenditures and may also suffer reputational damage.
The negative financial impacts that may arise due to higher operating expenses if RHI Magnesita is unable to reduce its CO
2
emissions and
the Group’s responses to this risk are described in risk (9) “Increase in operating or capital expenditures due to changes in policy and regu-
lation”, above.
In addition to direct financial effects, RHI Magnesita may suffer criticism from stakeholders and consequent reputational damage if it is not
able to deliver its theoretical decarbonisation pathway. The Group has adopted a theoretical decarbonisation pathway that is not aligned
with a 1.5-degree scenario as set out in the Paris agreement. A detailed assessment was carried out in 2021 and 2022 of all possible
measures to reduce CO
2
emissions based on proven technology and available financial resources. The Board concluded that whilst it may
be possible to reduce emissions in line with a ‘well below 2 degrees’ scenario, it would not be possible to set a target that is aligned with a
1.5-degree scenario as this would be dependent on the development of as-yet-unknown technologies or reliant on significant external
financial and infrastructure support which are uncertain.
As a relatively high emitter of CO
2
RHI Magnesita is aware of the potential damage to its reputation of not achieving its theoretical decar-
bonisation pathway and has therefore responded to this risk by adapting its strategy and business model and by allocating resources to
decarbonisation R&D and projects.
The key strategic measures being taken to reduce CO
2
emissions are set out in impacts (2) to (5) in the table above, and include (i) increasing
the use of recycled raw materials; (ii) energy efficiency programmes, fuel switches and the use of alternative fuels; (iii) carbon capture and
storage or utilisation projects; (iv) working with suppliers of raw materials to reduce or eliminate their CO
2
emissions and (v) transportation
efficiency gains.
The reputational risk of not achieving the theoretical decarbonisation pathway occurs within the Group’s core activities and in its upstream
value chain, where a large proportion of CO
2
emissions are accounted for by suppliers of purchased raw materials.
No negative financial effects arising from this reputational risk are expected to occur in the next reporting period, 2026. In the medium and
long-term the Group could be affected by reputational damage if it is unable to maintain positive relations with key stakeholders such as
its employees, customers, suppliers, shareholders, lenders, host governments and local communities. The specific impact would depend
on the stakeholder relationship that is affected but could include an increase in the cost of equity or debt financing, permitting issues,
market share loss or local operational disruption.
Whilst the Group may be successful in developing new technical solutions for decarbonisation it is not certain that there will be sufficient
financial capacity available to fund large capital projects without external support.
The Group uses ETS expenditure as KPI to track this topic and optimise cost efficiency in emission trading.
CO
2
emissions are covered by topic “E1 – Climate change” and sub-topic “Climate change mitigation” and further information is therefore
provided below in the relevant section of the Group’s Consolidated Sustainability Statement.
Scope 2 CO
2
emissions from energy consumption
Negative impact
RHI Magnesita purchases electrical energy from external power producers resulting in Scope 2 CO
2
emissions. Scope 2 emissions are a
smaller proportion of the Group’s CO
2
emissions compared to Scope 1 and Scope 3, accounting for only 1% of total emissions in 2025.
The Group is aware of the relatively high CO
2
intensity of its operations and Scope 2 emissions are recognised to have an incremental
impact on people and the environment through contributing to climate change over the medium and long-term. RHI Magnesita has
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therefore sought to adapt its strategy and business model to reduce this impact to the greatest extent as is sustainably possible. Due to their
smaller scale and the ability to obtain power from clean energy sources it is easier for RHI Magnesita to reduce its Scope 2 emissions com-
pared to Scope 1 or Scope 3. Scope 2 emissions occur within the Group’s core operations.
Scope 2 emissions do not incur carbon costs in Europe or elsewhere and therefore there are no near term negative financial impacts from
an ETS perspective, including in the next financial reporting period 2026. The Group has a plan to replace its remaining non-renewable
power consumption with a combination of self-generated clean power e.g. from on-site solar installations and via power purchase agree-
ments with certified clean energy providers. In China, a 2.2 MW photovoltaic installation was completed by the end of 2024, generating
around 112 MWh of green electricity annually and reducing Scope 2 emissions by approximately 64 tonnes of CO per year. Additionally,
an increasing share of green electricity is purchased in China. In total the group reduced its Scope 2 market-based emissions by around
16.000t CO
2
e compared to 2025.
The Group will use as KPI to measure and reduce Scope 2 emissions, energy efficiency and renewable energy sourcing.
Scope 2 emissions are covered by topic “E1 – Climate change” and sub-topic “Climate change mitigation” and further information is there-
fore provided below in the relevant section of the Group’s Consolidated Sustainability Statement.
Reputational damage if energy reduction targets not achieved
Risk
RHI Magnesita has published a target to reduce energy consumption per tonne of production by 5% by 2025, compared to a baseline year
of 2018. By 2030, the Group has committed to reducing absolute energy consumption by 1% each year and to increase coverage of its
plants by ISO 50001 standards to 90%. Failure to achieve some or all these targets could result in reputational damage and may negatively
impact the Group’s ESG ratings.
This risk exists within the Group’s core operations and not in its upstream or downstream value chain. There are no near or long-term major
financial impacts of missing the targets other than slightly higher operating expenditure on energy and potentially higher expenditure on
CO
2
certificates if the energy consumption in question is related to fossil fuel use in Europe.
RHI Magnesita recognises that its business model is energy intensive and has responded to this risk by adapting its strategy and business
model and by allocating resources to energy saving projects. The 5% energy intensity target has already been achieved in 2024 and per-
formance is well ahead of target, achieving an 9% improvement versus the baseline. The Group considers that it also has sufficient capacity
to deliver the 2030 targets – 1.4% savings in 2024 and 0.84% savings in 2025.
The Group will establish a KPI in alignment with phase-in requirements to enhance tracking and reporting in this area.
Energy consumption is covered by topic “E1 – Climate change” and sub-topic “Climate change mitigation” and further information is there-
fore provided below in the relevant section of the Group’s Consolidated Sustainability Statement.
Air pollution from industrial processes
Negative impact
RHI Magnesita’s raw material processing and refractory plants utilise fossil fuels including natural gas, fuel oil and petcoke. Combustion of
these fuels results in air pollution from Sulphur Dioxide (SOx) and Nitrogen Oxides (NOx). These emissions occur in the Group’s core oper-
ations and have a negative impact on people and the environment due their effects on air quality. Similar emissions are also present in the
Group’s upstream value chain at its raw material suppliers and in the downstream value chain at customer sites and in the transportation
of goods.
The Group is aware of this negative environmental impact and has taken steps to adapt its strategy and business model to reduce it. The
primary method for reducing SOx and NOx emissions is through the installation of emissions abatement equipment at sites where such
pollution occurs. Switching fuels can lead to a reduction in pollution for example by replacing fuel oil or petcoke use with natural gas.
Emissions can also be reduced indirectly by increasing the use of recycled raw materials, which avoids the need to mine and process virgin
raw materials with associated SOx and NOx emissions.
There are no financial impacts associated with SOx and NOx emissions, either in the next reporting period or the medium to long-term, as
long as emissions are kept below legal limits in the relevant jurisdiction. However, it is possible that legal limits could be reduced in the
future.
The Group has implemented a programme of emissions abatement equipment installation with upgrades completed in China and North
America in 2021 and 2023, respectively. Over the period 2025-2030 similar installations or reductions by other means will be undertaken
in Europe and Brazil. RHI Magnesita has adequate organisational and financial capacity to address this risk and has allocated capital for
equipment over that period. Equipment installed to date has demonstrated its efficacy in reducing pollution from these sources.
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The Group monitors emission levels at its production sites and will use them as a KPI to track and improve environmental performance.
Pollution from SOx and NOx emissions is covered by topic “E2 – Pollution” and sub-topic “Air pollution” and further information is therefore
provided below in the relevant section of the Group’s Consolidated Sustainability Statement.
Efficient use of raw materials and resources including the use of recycled materials
Positive impact
RHI Magnesita’s use of recycled refractory material has a positive sustainability impact on people and the environment by promoting the
efficient use of raw materials. Using recycled material prevents the consumption of resources required to extract and process fresh raw
material and reduces waste at customer sites. This positive impact occurs within the Group’s core operations and in its upstream value chain,
since quantities of externally purchased raw materials are reduced. Waste disposal and circular economy benefits are realised in the down-
stream value chain.
Seeking to increase the use of recycled raw material is an integral part of the Group’s strategy to be a sustainability leader in the refractory
industry and has led to significant developments in the business model.
As described in impact (2) “Saved emissions through usage of recycled raw materials” above, RHI Magnesita has developed proprietary
technology to utilise recycled raw materials without negatively impacting refractory performance. Investments in R&D, product develop-
ment, acquisitions and internal capital expenditures have been deployed and this has successfully delivered an increase in the recycling
rate from 3.8% in 2018 to 15.9% in 2025. A total of 416kt of recycled material was utilised, compared to 364 kt in 2024. Without recycling,
this material would have been sourced through new mining and processing activities in 2025. The Group’s solutions contract offering is
the ideal platform and recycling of residual material now forms an important part of the ‘4PRO’ solutions offering.
Further investments in new sorting technologies and a global roll-out of recycling are underway and are expected to deliver further benefits
in the short and medium term. In 2025 the Group allocated €1.9 million to recycling. The Group may also make further recycling focused
acquisitions, although no sum is reserved specifically for this purpose. The Group has sufficient capacity to continue to invest in recycling
opportunities.
The Group uses the recycling rate as KPI to enhance its recycling efforts and drive sustainable material management.
Recycling is covered by topic “E5 – Resource use and circular economy” and sub-topic “Resource inflows, including resource use” and
further information on recycling performance is therefore provided below in the relevant section of the Group’s Consolidated Sustainability
Statement.
Recycling non-refractory materials creates new revenue streams and broadens market reach
Opportunity
A strategic joint venture between RHI Magnesita and BPI brings together RHIM’s global refractory expertise with BPI’s strong US infrastruc-
ture and processing capabilities. This collaboration marks a significant step toward reaching a 20% combined recycling rate by 2030 and
sets the foundation for long-term innovation in circular raw materials across North America. With 20 operational locations spanning eight
states and Canada, the partnership will enhance customer proximity, strengthen technical support, and expand access to high-quality,
domestically sourced recycled materials.
The joint venture will also boost innovation and sustainability by uniting both companies’ R&D teams to develop safer, more efficient, and
lower-carbon solutions. It supports RHIM’s broader ambition to create a global recycling technology platform, complementing ongoing
efforts in Europe through the MIRECO partnership. Leaders from both companies highlight the shared commitment to advancing sustain-
able sourcing, expanding circular solutions, and delivering greater value to customers. The transaction remains subject to customary clos-
ing conditions and is expected to be completed in the second half of 2025.
In 2025, the Group updated its Double Materiality Assessment (DMA) to reflect the acquisitions occurred during reporting period, includ-
ing BPI and the establishment of the new joint venture designed to enhance circularity in North America. This review highlighted a new
business opportunity: the potential to unlock additional revenue streams and expand market reach through the scaled external sales of
recycled materials and additives enabled by the Group’s broader recycling footprint. The Group will further evaluate the magnitude of this
opportunity and report the detailed impacts in the next reporting cycle.
The Group will consider as KPI the external sales of recycling and additives to monitor this topic.
Workplace safety incidents in own workforce
Negative impact
Occupational injuries occurring at RHI Magnesita’s operational sites have a negative impact on affected individuals and their families. This
impact is focused on incidents which occur within the Group’s core operations and not in its upstream or downstream value chains.
The Group’s operations may also be affected by poor health and safety performance and such impacts could be both short term and long-
term in nature. Workplace safety incidents have a negative financial impact in the short term due to lost time, reduced production, lower
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productivity and costs associated with compensation, investigations and remedial upgrades. Long-term impacts could arise due to higher
costs of production, reputational damage, long-dated compensation payments and impacts on key stakeholders such as difficulty in re-
cruiting or retaining employees.
Health and safety is a core value for RHI Magnesita and adaptations have been made to the strategy and the business model to reduce this
negative impact. Key initiatives aimed at structurally reduce impacts include automation, training, incident investigation, global standards,
safety culture initiatives and reviews by external experts. The Group has sufficient capacity to invest in improving its health and safety
performance and health and safety related capital expenditures are protected and prioritised within the Group’s capital allocation frame-
work.
Workplace safety incidents are covered by topic “S1 – Own workforce” and sub-topic “Health and safety” and further information on work-
place safety is therefore provided below in the relevant section of the Group’s Consolidated Sustainability Statement.
Incidents of forced labour in own workforce
Potential negative impact
RHI Magnesita employs approximately 15,500 employees and 5,500 contractors across its main production sites globally, operating in a
diverse range of locations. While the risk of forced labour is closely managed, it remains a concern, particularly among the contractor
workforce, where the Group has less direct control over recruitment and working conditions. This risk is specifically focused on incidents
within RHI Magnesita’s core operations and does not extend to its upstream or downstream value chains.
Findings from the Double Materiality Assessment (DMA) indicate that the risk of forced labour is significantly higher in regions such as
BRICS, Asia, Africa, and Middle and South America, where regulatory oversight and enforcement mechanisms may be weaker. Forced la-
bour has severe consequences on individuals' quality of life, making prevention and mitigation a key priority. In contrast, regions such as
Europe, North America, Singapore, and South Korea present a significantly lower risk, supported by strong legal frameworks and govern-
ance structures, with only rare cases occurring.
Within RHI Magnesita’s operations, strict Group policies and compliance measures serve as a strong deterrent, minimising the probability
of occurrence to an individual level. However, managing and mitigating the personal and systemic impacts of forced labour remains com-
plex.
The risk of poor labour practices interacts with the Group’s strategy in the area of M&A, which is a primary growth driver for RHI Magnesita.
Through due diligence before transactions and during integration processes after completion the Group seeks to ensure that practices in
acquired businesses are in line with expected minimum standards and policies.
Failure to identify and rectify instances of forced labour within its own workforce could result in fines, enforcement action and reputational
damage. Conditions of forced labour have clear negative impacts on people but are not likely to be connected to environmental impacts.
Given the safeguards that the Group has in place, no material financial effect from this risk is expected in the next reporting period, 2025,
or in the medium to long-term. The Group has sufficient capacity to continue to address this risk in its own workforce.
The Group tracks the number of reports to the whistleblowing hotline, and it will be used as a KPI for this area.
Forced labour is covered by topic “S1 – Own workforce” and sub-topic “Forced labour” and further information is therefore provided below
in the relevant section of the Group’s Consolidated Sustainability Statement.
Reputational damage if health and safety targets not achieved
Risk
RHI Magnesita employees and contractors working at production and customer sites may be exposed to occupational safety hazards. The
most common causes of serious injuries include falls, falling objects, contact with moving vehicles or industrial equipment, and material
handling.
The Group aims to eliminate fatalities and to maintain a Total Recordable Injury Frequency Rate (TRIFR) below 2 per 1,000,000 hours
worked by 2030. This target has been restated from the previous threshold of <1.2 per 1,000,000 hours worked following a comprehensive
reassessment of the underlying health and safety data.
Failure to achieve these targets could result in reputational damage, regulatory fines or enforcement actions, and may negatively affect the
Group’s ESG ratings, with potential implications for the interest rates applied to its sustainability-linked debt facilities.
This risk is focused on health and safety performance within the Group’s core operations and not in its upstream or downstream value
chains.
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Workplace health and safety interacts closely with the Group’s strategy and business model since refractory production in non-automated
plants is labour intensive and necessitates people working in close proximity to equipment, machinery and other potential hazards. As a
responsible employer with an aspiration to lead the refractory industry in sustainability, the Group assigns the highest priority of all sus-
tainability risks and impacts to the safety of its employees and contractors.
Health and safety risk interacts with the Group’s strategy in the area of M&A, which is a primary growth driver for RHI Magnesita. Through
due diligence before transactions and during integration processes after completion the Group seeks to ensure that health and safety
practices in acquired businesses are in line with expected minimum standards and policies.
Given the safeguards that the Group has in place, no material financial effect from this risk is expected in the next reporting period, 2025,
or in the medium to long-term. The Group has sufficient capacity to continue to address this risk in its own workforce.
The Group will develop a reputation-related KPI in line with phase-in requirements for this topic.
Health and safety in own workforce is covered by topic “S1 – Own workforce” and sub-topic “Health and Safety” and further information is
therefore provided below in the relevant section of the Group’s Consolidated Sustainability Statement.
Workplace safety incidents in supply chain
Negative impact
RHI Magnesita utilises a broad supply chain including raw material producers, energy suppliers, freight service providers, consumables,
packaging and capital goods suppliers, amongst others. Occupational injuries occurring in the supply chain have a negative impact on
affected individuals and their families. This impact is focused on incidents which occur within the upstream value chain and not in the
Group’s core operations or downstream value chains.
Health and safety is a core value for RHI Magnesita and suppliers are expected to maintain compliance with health and safety regulations
according to the Supplier Code of Conduct. Workplace safety incidents in the supply chain are unlikely to have any financial impact on
RHI Magnesita but could result in reputational damage.
RHI Magnesita undertakes audits at supplier sites and requires participation in third party evaluations provided by Eco Vadis to ensure
supplier compliance with a range of sustainability issues, including health and safety performance. The Group has sufficient capacity to
continue addressing this negative impact in its supply chain.
The Group collects and assesses supplier data and uses as a KPI to track this topic.
Workplace safety incidents in the supply chain are covered by topic “S2 – Workers in the supply chain” and sub-topic “Health and safety”
and further information on workplace safety is therefore provided below in the relevant section of the Group’s Consolidated Sustainability
Statement.
Incidents of forced labour in supply chain
Potential negative impact
RHI Magnesita utilises a broad supply chain including raw material producers, energy suppliers, freight service providers, consumables,
packaging and capital goods suppliers, amongst others. Since RHI Magnesita does not have direct managerial control over workers in its
supply chain, there is a relatively higher risk of instances of forced labour. This risk is focused on forced labour which may occur within the
upstream value chain and not within the Group’s core operations or downstream value chain.
According to the terms of RHI Magnesita’s Supplier Code of Conduct, suppliers are expected to respect and promote human and civil rights
and refrain from using any form of forced, compulsory or child labour. Incidents of forced labour in the supply chain are unlikely to have
any financial impact on RHI Magnesita but could result in reputational damage.
RHI Magnesita undertakes on-site assessments at supplier sites and requires participation in third-party evaluations provided by Ecovadis
to ensure supplier compliance with a range of sustainability issues, including forced labour. The Group has sufficient capacity to continue
addressing this negative impact in its supply chain. No incidents of this kind were recorded in 2025. The Group had previously addressed
a case of forced labour identified in 2023 by terminating the supplier relationship. No comparable incidents were identified in 2024 or
2025.
The risk of poor labour practices interacts with the Group’s strategy in the area of M&A, which is a primary growth driver for RHI Magnesita.
Through due diligence before transactions and during integration processes after completion the Group seeks to ensure that practices in
acquired businesses are in line with expected minimum standards and policies.
The Group collects and assesses supplier data and uses as a KPI to track this topic.
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Forced labour in the supply chain is covered by topic “S2 – Workers in the supply chain” and sub-topic “Forced labour” and further infor-
mation on workplace safety is therefore provided below in the relevant section of the Group’s Consolidated Sustainability Statement.
Fraud and corruption in various forms
Risk
RHI Magnesita operates in some geographies with inherently high corruption risks, where employees or third-party representatives may
violate anti-corruption laws. This risk could occur in the Group’s core operations or in its upstream and downstream value chains.
Fines, enforcement action and reputational damage as a result of breaches of anti-corruption laws may be significant. The Group is not
aware of any ongoing investigation which could result in a material financial impact in the current reporting year, 2025. The risk of fraud
and corruption is likely to continue to exist in both the medium and long-term but the Group has sufficient capacity to continue to address
this risk.
Fraud and corruption risk interacts with the Group’s M&A growth strategy as it seeks to grow its business in geographies and product seg-
ments in which it is under-represented. RHI Magnesita may pursue acquisitions in geographies with a higher risk of fraud and corruption.
Through due diligence before transactions and during integration processes after completion the Group seeks to ensure that practices in
acquired businesses are in line with expected minimum standards and policies.
Responses to the risk of fraud and corruption include:
Promoting ethical values supported by strong corporate culture;
Code of Conduct and compliance policies and procedures;
Enhancement of global training, documentation of compliance matters and communication;
Whistleblowing channels available to employees and external parties to report compliance concerns; and
Range of interventions performed in conjunction with acquired businesses to assess regulatory risk and to introduce and embed
the Group’s compliance approach.
The Group tracks the number of reports to the whistleblowing hotline, and it will use as a KPI for this area.
Fraud and corruption are covered by topic “G1 – Business Ethics” and further information is therefore provided below in the relevant section
of the Group’s Consolidated Sustainability Statement.
Impact, risk and opportunity management
Disclosure Requirement IRO-1 – Description of the process to identify and assess material impacts, risks and opportunities
RHI Magnesita has assessed material sustainability related impacts, risks and opportunities according to the ESRS concept and require-
ments of double materiality. The assessment results were presented to management and subsequently reviewed by the joint meeting of
the Corporate Sustainability and Audit & Compliance Committees on behalf of the Board of Directors.
Refractory production is a hard-to-abate industry characterised by energy-intensive processes, high-temperature operations, and reliance
on fossil fuels, leading to significant carbon emissions, including process emissions from raw material calcination and fuel combustion at
raw material processing sites. The impact is exacerbated by rising global demand, particularly in emerging markets, and the inherent chal-
lenges of decarbonisation due to technological limitations (e.g., achieving high temperatures with renewable energy), long investment
cycles, and substantial transition costs. To address these emissions, the Group is actively pursuing and evaluating solutions such as carbon
capture, utilisation, and storage (CCUS), electrification, green hydrogen, energy efficiency enhancements, and the integration of low-car-
bon materials into its operations.
To prepare for the double materiality assessment, RHI Magnesita conducted a comprehensive evaluation of its business model and activities
across the value chain. This included a detailed analysis of the granularity of impact risks and opportunities (IROs) within the Group, en-
suring a thorough understanding of their specific implications. This process was aimed at identifying key areas of significance, refining the
scope of material issues, and aligning them with the Group’s strategic priorities. This process was guided by the list of sustainability matters
outlined in the topical ESRS and facilitated the identification of key stakeholders. Additionally, RHI Magnesita also made use of perfor-
mance data, literature review, ESG public databases, current and upcoming regulations and standards, industry sector benchmarking and
external experts to support the materiality assessment. RHI Magnesita has previously carried out materiality and risk assessments for GRI
reporting and TCFD analysis.
The evaluation of potential GHG emissions has been conducted with a focus on the distinct contributions from raw material preparation
plants and refractory production facilities. This analysis accounts for variations in energy and fuel mixes across operations, as well as the
specific carbon intensity of each process. Raw material preparation plants, due to energy-intensive activities such as calcination and ma-
terial processing, have been assessed separately to highlight their unique emission profiles. Similarly, emissions from refractory production
have been analysed, with particular attention to kiln operations, fuel combustion, and electricity consumption. Additionally, the type and
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sourcing of raw materials have been considered, given their significant impact on the overall emissions footprint. This approach ensures a
comprehensive understanding of source of emissions across the value chain and highlights key areas for targeted mitigation efforts.
The assessment process incorporated input and validation from key stakeholders, including subject matter experts from group functions in
health and safety, environment, equality, diversity and inclusion, community engagement, sustainable procurement, compliance, and risk
management. Additionally, contributions from the sustainability functions in corporate areas were integral to ensuring a holistic perspective.
Involvement of the risk management resources in the materiality assessment process supports the identification and further evaluation of
sustainability related impacts, risks and opportunities. There are no additional internal controls for the DMA.
Impact materiality assessment
The impact materiality assessment considered both actual and potential sustainability impacts from RHI Magnesita’s own activities and
business relationships across the upstream and downstream value chain, focusing on high-risk areas such as mining and production pro-
cesses, as well as relevant processes and influencing factors. Where applicable, industry-specific issues were also integrated into the eval-
uation to ensure a tailored approach.
The following steps were taken for the impact materiality assessment:
Identification of impacts;
Scoping and classification of individual impacts;
Assessment of significance of individual impacts;
Analysis of results and materiality thresholds; and
Perception and Validation of DMA Outcomes by stakeholders.
Identification of impacts
RHI Magnesita has identified its impacts across the value chain by examining sustainability matters at varying levels of granularity, including
topics, sub-topics, and sub-sub-topics. This analysis considered the direct and indirect consequences of RHI Magnesita’s operations, prod-
ucts, and services on environmental, social, and governance aspects. By aligning with the detailed structure provided by the ESRS, the
assessment captured specific nuances of each sustainability matter, ensuring a thorough understanding of the scale, scope, and depth of
RHI Magnesita’s impacts at every stage of the value chain. This approach enabled the identification of both significant adverse effects and
opportunities for positive contributions to people and environment.
Scoping and classification of individual impacts
As a next step, a detailed analysis of each identified impact, considering its classification along the value chain to pinpoint where it occurs,
and its significance was carried out. Impacts were classified as positive or negative and assessed further to determine whether they are
actual (already occurring) or potential (likely to occur in the future). Each impact was also evaluated based on its time frame - whether it is
short (0-1 year), medium (2-5 years), or long-term (> 5years) - and the probability of its occurrence, enabling a thorough understanding of
the likelihood and urgency of the impact. This approach ensures a comprehensive assessment of sustainability impacts across RHI Mag-
nesita's operations and value chain.
Assessment of significance of individual impacts
RHI Magnesita assesses the significance of impacts using the ESRS methodology, evaluating scale, scope, remediability, and likelihood on
a 1–6 scale, with 6 representing the highest relevance. This approach combines quantitative indicators with qualitative insights from ex-
perts and stakeholders to ensure a balanced and comprehensive assessment. Potential impacts are further reviewed based on their prob-
ability of occurrence, level of detail, and time horizon.
For impact materiality, any topic scoring 6 in any category is automatically deemed material, reflecting its importance for people or the
environment across the short-, medium- and long-term. A matter is therefore considered material when it presents a significant actual or
potential impact—positive or negative—within these time frames.
Analysis of results and materiality thresholds
The analysis of results and materiality thresholds play a critical role in determining which issues are to be included in RHI Magnesita’s
sustainability reporting. Materiality thresholds were carefully evaluated for reasonableness to ensure a balance between comprehensive-
ness and manageability, ensuring that resources are focused on critical areas without diluting efforts across too many topics while meeting
reporting obligations effectively. Both quantitative (e.g. numerical scoring) and qualitative thresholds (e.g., legal compliance, reputational
risk) were utilised, with alignment to Group targets shaping final decisions. To ensure focus on the most critical issues, RHI Magnesita ap-
plies a materiality threshold of >5, directing attention to those impacts that require priority action.
Financial materiality assessment
Financial materiality is evaluated based on the potential risks of negative reputational, financial, or commercial impacts on RHI Magnesita
arising from sustainability topics, as well as the opportunities linked to sustainability that could benefit RHI Magnesita. The following steps
were taken for the financial materiality:
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Gap analysis;
Risk mapping against CSRS topics, subtopics and sub-subtopics;
Assessment based on RHI Magnesita‘s internal risk assessment approach;
Analysis of results and materiality thresholds; and
Perception and Validation of DMA Outcomes by stakeholders.
Gap analysis
The gap analysis of financial materiality involves a thorough review of existing risks to assess their alignment with RHI Magnesita's strategy
and sustainability goals. This process includes identifying any emerging risks that may pose reputational, financial, or operational chal-
lenges and evaluating their potential impact on the Group. Simultaneously, the analysis explores untapped opportunities that align with
RHI Magnesita’s strategy, enabling the integration of sustainability-driven initiatives into the business strategy.
Risk mapping against ESRS topics
As part of the risk mapping process, ESG risks and opportunities were aligned with their corresponding topics within the ESRS framework.
By doing so, RHI Magnesita ensured that highly rated impacts identified in the materiality analysis are adequately reflected as risks or op-
portunities within the ESRS universe, providing a cohesive and comprehensive integration of sustainability considerations into risk man-
agement and reporting practices.
Risk and opportunity assessment following RHI Magnesita’s risk management approach
The assessment of risks and opportunities has followed RHI Magnesita's internal risk assessment methodology, ensuring alignment with the
Group's established approach to evaluating potential impacts. The analysis incorporates a time horizon perspective, considering short-,
medium-, and long-term implications for the business. This comprehensive evaluation enables the identification and prioritisation of risks
and opportunities, ensuring that immediate concerns, emerging trends, and long-range strategic impacts are thoroughly addressed within
the sustainability context.
Analysis of results and materiality thresholds
The analysis of results and materiality thresholds is key in identifying which issues are significant enough to be included in RHI Magnesita’s
sustainability reporting. These thresholds were assessed to ensure a balance between comprehensiveness and focus, allowing resources
to be directed toward critical risks and opportunities while maintaining effective reporting. Both quantitative thresholds (e.g., numerical
scoring) and qualitative criteria (e.g., legal compliance, reputational risk) were applied, with alignment to Group targets guiding final deci-
sions. For Financial materiality, a sustainability matter is considered material when it triggers, or may trigger, material financial effects on
the Group, including risks and opportunities that can influence cash flows, development, performance, or access to finance across all
relevant time frames. A threshold of >15 has been set for this assessment, ensuring that the analysis concentrates on high or critical financial
risks and opportunities. It should be noted, however, not all sustainability related risks in the Consolidated Sustainability Statement are
specifically highlighted in RHI Magnesita’s aggregate risk profile.
For impact materiality, 95 matters were assessed. Of these, 12 were classified above the materiality threshold. For financial materiality, 70
matters were assessed. Of these, eight were classified above the materiality threshold and one was added as a result of the stakeholder
validation process.
Stakeholder perception and validation of Double Materiality Assessment (DMA) results
RHI Magnesita conducted consultations with internal and external stakeholders (employees, investors, suppliers, customers, NGOs, lenders,
members of Board) for validation and perceived materiality.
The stakeholder engagement for the 2025 Double Materiality Assessment was conducted through targeted interviews with selected in-
ternal and external stakeholders. The engagement focused on validating existing Impacts, Risks and Opportunities (IROs) and identifying
potential changes resulting from recent acquisitions, in particular Resco, BPI and Ashwath. Discussions were structured around key topics
including environmental impacts, recycling and circularity, biodiversity, workforce and community impacts, and operational risks. The feed-
back received was used to confirm the continued relevance of existing material topics, assess the materiality of newly identified aspects,
and support the robustness of RHIM’s materiality conclusions in line with CSRD requirements.
The views of RHI Magnesita’s stakeholders are integrated in the materiality assessment. RHI Magnesita’s Group functions and business areas
summarise input provided to them through their engagement with affected stakeholders, and their interaction with external sustainability
experts and users of RHI Magnesita’s Consolidated Sustainability Statement.
Results
All identified sustainability related impacts, risks and opportunities that are considered material for affected stakeholders or users of RHI
Magnesita’s Consolidated Sustainability Statement are presented in the SBM-3 section, which is the basis for the scope of this Consolidated
Sustainability Statement. Material information for disclosure has been determined through a structured Double Materiality Assessment
aligned with ESRS 1, section 3.2, combining impact materiality and financial materiality considerations. This process integrated qualitative
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criteria and quantitative thresholds to ensure consistency and relevance, with potential impacts, risks and opportunities screened across
the value chain, assessed based on their severity, likelihood and strategic significance, and validated through internal expert input and
stakeholder insights. Only those topics that met the established materiality thresholds or were assessed as critical due to their nature or
scale, were designated as material and selected for disclosure.
In 2025, RHI Magnesita updated its double materiality assessment to reflect the acquisition of Resco, BPI and Ashwath, the establishment
of the joint venture with BPI, and recommendations from the previous assurance process, including sustainability reporting risks. The review
followed a structured five-step methodology aligned with ESRS requirements and assessed changes in impacts, risks and opportunities
resulting from the expanded organisational scope. The Group’s value chain was updated to include Resco’s production and mining sites in
the United States and Canada, as well as BPI’s processing and laboratory sites. The assessment confirmed that the new entities do not
introduce materially new activities. A physical climate risk and hazard analysis was conducted for Resco sites, assessing exposure to acute
and chronic risks such as extreme heat, flooding, storms and wildfires, supporting both impact and financial materiality assessments. Stake-
holder engagement was strengthened through targeted interviews with relevant internal and external stakeholders, whose input supported
the refinement of material topics. In line with updated ESRS interpretation guidance, certain impact classifications were adjusted, including
the reallocation of the positive impact related to recycled raw materials from core to downstream, and a new material opportunity related
to external sales of recycled materials was identified.
Further validation of physical climate risks will be conducted in 2026 through site-level interviews, and the double materiality assessment
will be reviewed to reflect updated ESRS requirements and ongoing organisational developments.
A regular review of the scope of the DMA is expected, to remain responsive to the evolving regulatory environment and/or the Group goes
through significant changes in its industrial footprint (e.g. M&A).
Disclosure requirement IRO-2 – Disclosure requirements in ESRS covered by the undertaking’s Consolidated Sustainability
Statement
Environmental Information
The following index shows the disclosure requirements that were followed in preparing the Consolidated Sustainability Statement based
on the results of the materiality assessment (see ESRS 1 Chapter 3), including the page numbers that contain the corresponding disclosures
in the Consolidated Sustainability Statement.
In addition, information on data points in ESRS 2 and the thematic ESRSs arising from other EU legislation (ESRS 2 Annex B), as well as the
requirements under the thematic ESRSs that need to be taken into account when reporting on the ESRS 2 disclosure requirements (ESRS
2 Annex C), is provided in the Appendix on pages 168-173.
MDR – minimum disclosure requirements
RHI Magnesita’s Consolidated Sustainability Statement includes separate sections on all material sustainability topics covered by ESRS.
The chapter for each material sustainability topic includes a description of material impacts, risks and opportunities in relation to the
topic, and corresponding disclosures on governance, strategy, policies, metrics and targets.
The adopted policies, actions, metrics and targets with reference to the specific sustainability matter concerned, do not necessarily in-
clude all the information required under relevant ESRS, hence it is disclosed as required by ESRS.
Environmental information
Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)
The EU Taxonomy Regulation (EU Taxonomy) applies in respect of the financial year to 31 December 2025 and requires the Group to report
annually on the proportion of its turnover, operating expenditure and capital expenditure attaching to economic activities that are consid-
ered to be environmentally sustainable.
The Taxonomy disclosures have been prepared in compliance with Delegated Regulation (EU) 2026/73, which amends the disclosure re-
quirements based on Article 8 of Regulation (EU) 2020/852 (EU Taxonomy Regulation) further specified in supplementing Delegated Reg-
ulations. The delegated act updates the applicable reporting framework and technical screening criteria for both climate-related and non-
climate environmental objectives, as set out in Delegated Regulations (EU) 2021/2178, (EU) 2021/2139 and (EU) 2023/2486. In line with the
updated legislation, the assessment for OpEx and CapEx applies the 10% materiality threshold for the identification and disclosure of tax-
onomy-eligible and taxonomy-aligned economic activities.
The EU Taxonomy identifies the six environmental objectives: climate change mitigation; climate change adaptation; the sustainable use
and protection of water and marine resources; the transition to a circular economy; pollution prevention and control; and the protection
and restoration of biodiversity and ecosystems. In respect of the 2025 financial year, the Group, RHI Magnesita has reviewed its activities
that qualify as eligible and aligned according to the published technical screening criteria for climate change mitigation and adaptation.
As no sector-specific guidance for the refractory industry has been published yet and therefore the Group is required to use its own
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judgement against the eligibility criteria. The NACE (the statistical classification of economic activities in the European Community) codes
most closely describing the activities of the Group are “23.20 Manufacture of refractory products” and “08.99 Other mining and quarrying”.
These NACE codes are not listed in Annex I or Annex II of the Taxonomy Regulation, but certain activities carried out by the Group do meet
the definitions of economic activities listed in Annex I of the Regulation. As elaborated further by the Commission on Taxonomy, if the NACE
code of an economic activity is not mentioned in the Climate Delegated Act, but the economic activity corresponds to the description of
the activity, it can qualify as Taxonomy eligible.
The EU Taxonomy distinguishes between taxonomy eligibility and taxonomy alignment. An economic activity can be considered eligible
if it is listed in the annexes of Taxonomy regulation. However, in order to be considered “aligned”, further Technical Screening Criteria (TSC)
must be met. This requires a further assessment of the eligible activities identified. The TSC comprise Substantial Contribution plus the
Do-No-Significant-Harm criteria (DNSH) for each of the environmental objectives associated with the relevant business activities. Addi-
tionally, the Minimum Social Safeguards (MSS) at the corporate level have to be met. The overall aim of this process is to establish the
taxonomy-eligibility and alignment.
Accounting policy
RHI Magnesita N.V. prepares consolidated financial information in accordance with IFRS accounting standards as adopted by the EU and
the financial information for turnover, operating expenditure and capital expenditure presented under the EU Taxonomy has been prepared
under the same accounting principles.
Taxonomy eligible activities of RHI Magnesita
The following economic activities of RHI Magnesita are listed in the annexes of EU Taxonomy Delegated Acts and therefore, are considered
eligible:
CCM/CCA 3.6 Manufacture of other low-carbon technologies.
CCM/CCA 5.9 Material recovery from non-hazardous waste.
CCM/CCA 7.7 Acquisition and ownership of buildings.
CE 2.7 Sorting and material recovery of non-hazardous waste.
BIO 1.1 Conservation and restoration of habitats, ecosystems and species.
R&D supports eligible economic activities, allocated accordingly. GHG emission avoidance related to R&D is not material, and therefore,
not reported separately.
Manufacture of other low carbon technologies
The economic activity CCM/CCA 3.6 “Manufacture of other low-carbon technologies” pursuant to Article 10(3) and Article 11(3) covers the
“Manufacture of technologies aimed at substantial GHG emission reductions in other sectors of the economy”. At RHI Magnesita products
and services for Electric Arc Furnaces (EAF), digital solutions and advanced technologies contribute to achieve substantial GHG emissions
at our customers.
EAF refractories
RHI Magnesita provides refractory products specifically designed for EAFs. Additionally, RHI Magnesita provides solutions and services to
its customers to reduce their GHG emissions, including digital solutions as well as advanced refractory products.
EAFs are a vital enabling technology for the reduction of CO
2
emissions in the steel industry. EAFs can be powered using electricity sourced
partially or wholly from renewable electricity and replace the BOF phase of the traditional integrated steel manufacturing process, which
pairs a blast furnace with a BOF and is highly CO
2
intensive. To replace a BOF, EAF steelmaking requires scrap steel, and a source of virgin
iron like DRI or pig iron produced from the reduction of iron ore. EAF steelmaking requires a source of scrap steel or sponge iron produced
from the reduction of iron ore.
DRI using elevated levels of or exclusively hydrogen and is a new technology under development that seeks to eliminate CO
2
emissions
from the reduction of iron ore in blast furnaces using coke. If enough hydrogen manufactured from renewable sources can be accessed
and if a DRI furnace can be paired with an EAF for the second stage of the steelmaking process that is also powered by renewable energy,
CO
2
emissions from steel production can be largely eliminated. A key limiting factor for increased DRI production is currently the availability
of suitable iron ore, as DRI production requires highest quality iron ore pellets while blast furnaces can consume almost any kind of iron ore
facing no restrictions.
RHI Magnesita is one of the market leaders in EAF-specific refractories, services and solutions, in part due to the unique chemical compo-
sition of the Group’s raw material supply. RHI Magnesita’s refractories used in EAF production contribute to reducing CO
2
emissions at steel
plants by supporting the more sustainable electric arc furnace process, which inherently generates lower emissions compared to steel
production via blast furnace and BOF methods,
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Digital Solutions and advanced technologies
RHI Magnesita offers digital solutions and associated physical equipment, which achieve CO
2
emissions reductions through process effi-
ciencies, such as wear monitoring and gunning repairs to extend the safe working life of refractory linings. Safely extending the working life
of refractory linings can achieve significant energy savings for steel producers by reducing the number of heating and cooling cycles re-
quired per unit of steel output.
The Group also offers advanced refractory products, which enable its customers to substantially reduce GHG emissions by reducing elec-
tricity consumption, improving yield and reducing oxygen consumption.
Other solutions and products which directly contribute to CO
2
emissions reductions at customers’ sites include cold setting mixes, EAF
direct purging plugs and converter inert gas purging.
Material recovery from non-hazardous waste
The activity CCM/CCA 5.9 Material recovery from non-hazardous waste pursuant to Article 10(3) and Article 11(3) - covers the “construction
and operation of facilities for the sorting and processing of separately collected non-hazardous waste streams into circular raw materials
involving mechanical reprocessing, except for backfilling purposes.”
RHI Magnesita increased its Secondary Raw Material (SRM) input to 15.9% of raw material used in production of refractories. As part of this
effort, RHI Magnesita operates facilities for the sorting and processing of spent refractories from customers’ industries.
Circular raw materials, which are mechanically processed by RHI Magnesita and transformed from waste to raw material are eligible for
consideration under the EU Taxonomy, whilst circular raw material processed by a third party and purchased externally by the Group are
non-eligible.
Sorting and material recovery of non-hazardous waste
The activity CE 2.7 “Sorting and material recovery of non-hazardous waste” pursuant to Article 13 (2) covers “Construction, upgrade, and
operation of facilities for the sorting or recovery of non-hazardous waste streams into high-quality secondary raw materials using a me-
chanical transformation process”.
RHI Magnesita actively collaborates in the transition to a circular economy through the sorting and material recovery of non-hazardous
waste. This encompasses the construction, upgrade, and operation of facilities for sorting or recovering non-hazardous waste streams into
high-quality secondary raw materials using mechanical transformation processes.
Across various sites, RHI Magnesita engages in sorting non-hazardous waste, recovering materials for use as secondary raw materials in its
refractory production, aligning with the EU Taxonomy criteria.
Conservation and restoration of habitats, ecosystems and species
The activity BIO 1.1 “Conservation and restoration of habitats, ecosystems and species” pursuant to Article 15(2) - covers in-situ conservation
and restoration activities aligned with Convention on Biological Diversity”.
RHI Magnesita is committed to the protection and restoration of biodiversity and ecosystems, specifically through the conservation and
restoration of habitats, ecosystems, and species. RHI Magnesita’s engagement in-situ conservation and restoration activities align with the
Convention on Biological Diversity’s definition and applies to its open-pit mining operations, where recovery of ecosystems and habitats is
planned and executed.
The Group operates multiple mines, where a crucial aspect of open-pit mining involves restoring ecosystems and habitats. In 2025, reculti-
vation activities occurred at six sites.
Acquisition and ownership of buildings
The activity CCM/CCA 7.7 ‘Acquisition and ownership of buildings’ is a cross-cutting activity pursuant to Article 10(3) and Article 11(3) oc-
curring also at RHI Magnesita. Due to the acquisition of Resco, significant CapEx relating to buildings such as office buildings falls into this
category in 2025 and is reported as eligible CapEx without further assessment as this is not a core activity of RHI Magnesita.
KPIs
Share of Taxonomy-eligible revenue, operating expenditure and capital expenditure – climate change mitigation, transition to circular
economy, and protection and restoration of biodiversity and ecosystems.
Turnover
The turnover KPI is calculated as the ratio of turnover associated with taxonomy-eligible and/or aligned economic activities in the reporting
period to total turnover in that period. The total turnover of the financial year 2025 of €3.4 billion forms the denominator of the turnover
key figure and is provided in the Consolidated Statements of Profit or Loss of the Financial Statement Note 5 of this Annual Report.
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The following eligible and/or aligned activities have been identified as relevant in view of turnover:
CCM/CCA 3.6 Manufacture of other low-carbon technologies.
CCM/CCA 5.9 Material recovery from non-hazardous waste.
CE 2.7 Sorting and material recovery of non-hazardous waste.
Most of our Taxonomy-eligible turnover (numerator) are reported under Activity CCM/CCA 3.6. “Manufacture of other low-carbon tech-
nologies”. The only portion of our turnover Taxonomy-aligned is reported under Activity CCM/CCA 5.9 “Material recovery from non-haz-
ardous waste”. A thorough analysis of turnover KPI drivers during the reporting period considered diverse revenue sources, including cus-
tomer contracts and lease income. About 84% of materials recovered by the Group from non-hazardous waste are consumed internally.
Therefore, the 2025 financials include external Turnover from material recovery in non-hazardous waste.
Capital expenditure
The total capital expenditures in line with point 1.1.2.1. Annex 1 of the Disclosure Delegated Act equal the denominator. Total CapEx consists
of additions to tangible and intangible fixed assets during the financial year, before depreciation, amortisation and any remeasurements,
including those resulting from revaluations and impairments, as well as excluding changes in fair value. It includes acquisitions of tangible
fixed assets (IAS 16), intangible fixed assets (IAS 38), right-of-use assets (IFRS 16) and investment properties (IAS 40). In 2025, the total
CapEx amounts €411m and is in line with the Financial Statement Notes 18 and 19 of this Annual Report.
The CapEx KPI is defined as Taxonomy-eligible CapEx (numerator) divided by total CapEx (denominator), for the financial year, ended 31
December 2025.
The following eligible activities have been identified as relevant regarding the capital expenditure KPI:
CCM/CCA 3.6 Manufacture of other low-carbon technologies.
CCM/CCA 5.9 Material recovery from non-hazardous waste.
CE 2.7 Sorting and material recovery of non-hazardous waste.
CCM/CCA 7.7 Acquisition and ownership of buildings.
The additions of assets in the reporting year served as a basis for the necessary identification.
Taxonomy-eligible CapEx (numerator) is an aggregation of addition to property, plant and equipment reported under Activity CCM/CCA
5.9 “Material recovery from non-hazardous waste” and Activity CE 2.7 “Sorting and material recovery of non-hazardous waste”; and to in-
ternally generated intangible assets reported under Activity CCM/CCA 3.6 “Manufacture of other low-carbon technologies” and under
Activity CCM/CCA 7.7 “Acquisition and ownership of buildings” There is neither a CapEx plan to expand RHI Magnesita’s Taxonomy-aligned
economic activities nor to upgrade Taxonomy eligible economic activities to render them Taxonomy-aligned.
Operating expenditure
Total applicable OpEx is in line with the Taxonomy legislation consisting of maintenance OpEx, R&D OpEx and Recultivation OpEx. Other
OpEx categories such as short-term lease are excluded as they are immaterial.
The following eligible activities have been identified as relevant regarding the operating expenditure KPI:
CCM/CCA 3.6 Manufacture of other low-carbon technologies.
CCM/CCA 5.9 Material recovery from non-hazardous waste.
CE 2.7 Sorting and material recovery of non-hazardous waste.
BIO 1.1 Conservation and restoration of habitats, ecosystems and species.
Most of our Taxonomy-eligible OpEx (numerator) is related to assets or processes associated with taxonomy-eligible activities reported
under Activity CCM/CCA 3.6 “Manufacture of other low-carbon technologies”.
Avoidance of double counting
To avoid double counting, data sources for the various reported items are individually cross-checked to identify overlapping classifications.
Where double counting is identified, overlapping data is removed from the eligible amount. OpEx related to activity CE 2.7 “Sorting and
material recovery of non-hazardous waste” is overlapping with OpEx reported under activity CCM 5.9 “Material recovery from non-hazard-
ous waste” therefore, not reported.
Taxonomy aligned activities of RHI Magnesita
For the eligible economic activities of RHI Magnesita previously described, the following activity is considered as aligned:
CCM/CCA 5.9 Material recovery from non-hazardous waste.
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The aligned turnover for this activity amounts € 24m, which reflects the total revenue from external sale of secondary raw material. In 2025,
the increase of turnover from Mireco is the key element of change compared to prior year. The aligned CapEx for this activitity amounts €
2m and shows the capital expenditures of our recycling sites, which fulfil the DNSH assessment criteria. The decrease results from a general
reduction of operational investment activities. The aligned € 4m OpEx of this activity can be split into € 2m of recycling related R&D ex-
penses and € 2m for maintenance
4
OpEx at recycling sites. This increase is in line with our expanded recycling activities, which is also
reflected by increased recycling revenues.
Substantial contribution criteria
In respect to alignment criteria, RHI Magnesita considered its activities under “Material recovery from non-hazardous waste” aligned be-
cause for each raw material recovery site, yield reports demonstrate a constant yield above 50%, which fulfil the alignment criteria. Not all
of the eligible amount of the activity material recovery from non-hazardous waste is aligned, mainly due to the fact that DNSH assessment
of recently acquired recycling plants has not yet been concluded in the reporting year.
All the other activities could not meet the technical screening alignment criteria and therefore, these are not considered as aligned activi-
ties.
Do No Significant Harm (DNSH)
To fulfil the DNSH criteria for the identified taxonomy-eligible economic activities, corresponding analyses and surveys were carried out in
accordance with (EU) 2021/2139 to establish taxonomy alignment.
DNSH to climate change adaptation
Activity 5.9
For the climate risk and vulnerability analysis for objective 2 “climate change adaptation”, potential climate hazards were analysed and
assessed for their risk potential in accordance with the requirements of Appendix A (EU) 2021/2139. RHI Magnesita conducted climate risk
assessments considering both physical and transitional climate risks aligned with TCFD. Four climate scenarios (representative concentra-
tion pathways 2.6, 4.5, 6.0 and 8.5) were considered based on the Intergovernmental Panel on Climate Change Fifth Assessment Report
and the International Energy Agency (IEA) Sustainable Development Scenario. The results of the assessment indicated that the impact for
physical risks is limited, since measures are in place to assess on a regular basis the risk of physical damage of assets. Insurance policies are
partially covering physical damage by natural catastrophes.
DNSH to protection and restoration of biodiversity and ecosystems
Activity 5.9
The requirements for objective 6 “Biodiversity” according to Appendix D of Regulation (EU) 2021/2139 are ensured due to the legal frame-
work within the EU. For sites outside the EU, the national legal framework was analysed.
RHI Magnesita considers its mining sites as the part of the production process with the highest potential for adverse effects on biodiversity.
Therefore, the assessment focuses on mining sites. For all major RHI Magnesita’s mining sites an environmental impact screening has been
conducted. The mining sites operate close (less than 10 kilometers) to IUCN category Ia, II, IV, VI and unclassified (Natura 2000) protected
areas. All mining sites fulfil general environmental protection requirements in line with legal requirements. Additionally, RHIM assessed its
recycling sites in 2025. Generally, most recycling sites have a small environmental footprint due to the nature of the recycling processes.
The assessment concludes that a few recycling sites are located less than 10 kilometers to protected areas but none of the sites is requested
to monitor its environmental impact on nature protected areas in proximity. A very few sites have to comply with nature protection require-
ments as part of their permit and several sites had to conduct environmental impact screening as part of their permitting process.
Minimum social safeguards
RHI Magnesita has implemented a due diligence and governance framework aligned with internationally recognised standards, including
the OECD Guidelines for Multinational Enterprises, the UN Guiding Principles on Business and Human Rights, the International Bill of
Human Rights, and the eight fundamental conventions of the International Labour Organization (ILO).
Human rights protection is embedded in the Group’s policies and oversight structures. The Consolidated Anti-Slavery Statement is ap-
proved by the Corporate Sustainability Committee and published annually. Suppliers are required to comply with the Supplier Code of
Conduct, which mandates adherence to internationally recognised human rights and labour standards, supported by contractual clauses
and ongoing monitoring across the supply chain. A dedicated Human Rights Officer oversees the continuous strengthening of the Group’s
human rights framework.
Risk-based due diligence procedures apply to business partners—including customers, sales intermediaries, and suppliers—as well as to
mergers and acquisitions. Enhanced screening is conducted for partners operating in high-risk countries. All sales agents are certified by
Ethixbase360, including reputational screening. The Board retains ultimate responsibility for corporate governance, including risk
4
Maintenance includes all measures during the life cycle of an object to maintain the functional state or to return it to this state so that it can fulfil the required function.
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CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
103

management, internal controls, and internal audit. An independent whistleblowing system enables confidential reporting of concerns,
which are investigated by Internal Audit, Risk, and Compliance in cooperation with relevant functions.
Fair competition is firmly anchored in the Code of Conduct and compliance framework. The Group conducts its business in full compliance
with applicable antitrust and competition laws and prohibits any anti-competitive agreements or practices that could distort market con-
ditions. Publicly available policies on gender equality, anti-discrimination, and anti-harassment further reinforce the Group’s commitment
to responsible business conduct.
Tax governance forms part of the minimum safeguards framework. RHI Magnesita complies with applicable tax laws and internationally
recognised standards and maintains a comprehensive Tax Control Management System (TCMS). The Global Tax Policy, approved annually
by the Audit Committee, defines the Group’s tax strategy, principles, and control mechanisms to manage and mitigate tax risks. Tax-related
disclosures are transparently reported in the Financial Review section (see pages 32-36) of the Annual Report. During the reporting period,
there were no convictions or severe violations of tax law, no systemic aggressive tax avoidance practices, no repeated penalties for tax
misconduct, and no failure to remediate significant tax controversies.
Through these governance structures, policies, due diligence processes, and reporting mechanisms, RHI Magnesita ensures the effective
implementation of the EU Taxonomy Minimum Safeguards across its operations and value chain.
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CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
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
Proportion of turnover, CapEx, OpEx from products or services associated with Taxonomy-eligible and Taxonomy-aligned economic activities – disclosure covering year 2025 (summary KPIs)
Financial
year
KPI Total
Proportion
of
Taxonomy
eligible
activities
Taxonomy
aligned
activities
Proportion
of
Taxonomy
aligned
activities Breakdown by environmental objectives of Taxonomy aligned activities
Proportion
of
enabling
activities
Proportion
of
transitional
activities
Not assessed
activities
considered
non-
material
Taxonomy
aligned
activities in
previous
financial
year
(N-)
Proportion
of
Taxonomy
aligned
activities
in previous
financial
year
(N-)
Climate
Change
Mitigation
Climate
Change
Adaptation
Water
Circular
Economy
Pollution Biodiversity
() () () () () () () () () () () () () () () ()
Text € million % € million % % % % % % % % % % € million %
Turnover , .%  .% .% .% .% .% .% .% .% .% .%  .%
CapEx  .% .% .% .% .% .% .% .% .% .% .%
()
.%
()
OpEx  .% .% .% .% .% .% .% .% .% .% .%
()
.%
Explanatory notes for Proportion of turnover, CapEx, OpEx from products or services associated with Taxonomy-eligible and Taxonomy-aligned economic activities:
(1) refers to cross-cutting activities and related additions to property, plant and equipment.
(2) refers to cross-cutting activities covering buildings incl. energy efficient equipment for buildings as well as cars & light commercial vehicles.
(3) amount restated, see section “Restatements and reporting errors in prior years” for details.
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CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 105

Proportion of turnover from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year 2025 (activity breakdown)
Reported KPI:
Turnover
Financial year
Economic
Activities
Code
Taxonomy
eligible KPI
(Proportion
of Taxonomy
eligible
Turnover)
Taxonomy
aligned KPI
(monetary
value of
Turnover)
Taxonomy
aligned KPI
(Proportion
of Taxonomy
aligned
Turnover)
Environmental objective of Taxonomy aligned activities
Enabling
activity
Transitional
activity
Proportion of
Taxonomy
aligned in
Taxonomy
eligible
Climate
Change
Mitigation
Climate
Change
Adaptation Water
Circular
Economy Pollution Biodiversity
() () () () () () () () () () () () () ()
Text % € million % % % % % % %
(E where
applicable)
(T where
applicable)
%
Manufacture of
other low carbon
technologies CCM/CCA . .% .% .% .% .% .% .% .% E .%
Material recovery
from non-
hazardous waste
CCM/CCA . .%  .% .% .% .% .% .% .% .%
Sum of
alignment per
objective .% .% .% .% .% .%
Total KPI
Turnover
.%  .% .% .% .% .% .% .% .% .% .%
SUSTAINABILITY STATEMENT CONTINUED
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As of 31 December 2025
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
Proportion of CapEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year 2025 (activity breakdown)
Reported KPI:
CapEx
Financial year
Economic
Activities Code
Taxonomy
eligible KPI
(Proportion
of Taxonomy
eligible CapEx)
Taxonomy
aligned KPI
(monetary
value of CapEx)
Taxonomy
aligned KPI
(Proportion
of
Taxonomy
aligned
CapEx) Environmental objective of Taxonomy aligned activities
Enabling
activity
Transitional
activity
Proportion of
Taxonomy
aligned in
Taxonomy
eligible
Climate
Change
Mitigation
Climate
Change
Adaptation Water
Circular
Economy Pollution Biodiversity
() () () () () () () () () () () () () ()
Text % € million % % % % % % %
(E where
applicable)
(T where
applicable) %
Manufacture of
other low carbon
technologies CCM/CCA . .% .% .% .% .% .% .% .% E .%
Material recovery
from non-
hazardous waste CCM/CCA . .% .% .% .% .% .% .% .% .%
Acquisition and
ownership of
buildings CCM/CCA . .% .% .% .% .% .% .% .% .%
Sum of
alignment per
objective
.% .% .% .% .% .%
Total KPI CapEx .% .% .% .% .% .% .% .% .% .% .%
SUSTAINABILITY STATEMENT CONTINUED
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CONSOLIDATED SUSTAINABILITY STATEMENT
As of 31 December 2025
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
Proportion of OpEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year 2025 (activity breakdown)
Reported KPI:
OpEx
Financial year
Economic
Activities
Code
Taxonomy
eligible KPI
(Proportion
of Taxonomy
eligible
OpEx)
Taxonomy
aligned KPI
(monetary
value of
OpEx)
Taxonomy
aligned KPI
(Proportion
of
Taxonomy
aligned
OpEx)
Environmental objective of Taxonomy aligned activities
Enabling
activity
Transitional
activity
Proportion of
Taxonomy
aligned in
Taxonomy
eligible
Climate
Change
Mitigation
Climate
Change
Adaptation
Water
Circular
Economy
Pollution Biodiversity
() () () () () () () () () () () () () ()
Text % € million % % % % % % %
(E where
applicable)
(T where
applicable)
%
Manufacture of
other low carbon
technologies
CCM/CCA . .% .% .% .% .% .% .% .% E .%
Material recovery
from non-
hazardous waste
CCM/CCA . .% .% .% .% .% .% .% .% .%
Conservation
including
restoration of
habitats,
ecosystems and
species BIO . .% .% .% .% .% .% .% .% .%
Sum of
alignment per
objective
.% .% .% .% .% .%
Total KPI OpEx .% .% .% .% .% .% .% .% .% .% .%
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ESRS E1 Climate change
ESRS 2 General disclosures
Governance
Disclosure requirement related to ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes
RHI Magnesita integrates sustainability considerations into its executive remuneration framework in order to align management incentives
with the long-term strategic objectives of the Group and the creation of sustainable value.
In line with the requirements of ESRS 2 GOV-3, sustainability-related performance metrics are embedded in both the annual bonus and
the long-term incentive plan (LTIP). These metrics are designed to support the Group’s strategic priorities, including financial resilience,
operational efficiency and environmental performance.
Particular emphasis is placed on climate- and resource-related indicators, reflecting RHI Magnesita’s commitment to reducing its environ-
mental footprint and supporting the transition to a more circular and low-carbon business model. The remuneration structure ensures that
a defined portion of variable compensation is directly linked to the achievement of sustainability objectives, including the reduction of
greenhouse gas emissions and the increased use of secondary raw materials.
The Board, the Corporate Sustainability Committee and the Remuneration Committee recognise that the use of financial incentives for
executive management and other key functions, such as sales, can accelerate the achievement of sustainability objectives. This approach
is further supported by feedback received through shareholder engagement, which has confirmed strong support for the inclusion of sus-
tainability-related performance measures within the overall executive remuneration framework.
Annual bonus and Long-term incentive plan (LTIP)
Annual bonus and Long-term incentive plan are described in detail in the section GOV-3, page 78.
Disclosure requirement related to ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and
business model
Climate strategy
Driving down carbon emissions is a key strategic priority for RHI Magnesita. In addition to pursuing its own decarbonisation pathway, the
Group aims to support its customers in their transition towards a lower-carbon economy.
The Group has set clear carbon reduction targets. Its first target aims at a 15% reduction in CO emissions per tonne across Scope 1, 2 and
relevant Scope 3 (raw materials) by 2025, compared to the 2018 baseline. In early 2025, a second target was established, targeting a 10%
reduction in CO emissions per tonne by 2030, based on a 2024 baseline.
The Group’s climate strategy is based on:
reducing the carbon footprint of our raw materials, including through the increased use of circular raw materials;
enhancing energy efficiency in our operations;
reducing the carbon intensity of our energy sources; and
providing innovative solutions to reduce customer emissions.
To assess the resilience of its strategy, the Group conducts annual climate scenario review to assess the potential impacts of transitional
climate-related risks and opportunities over the short, medium, and long term. The analysis considers key drivers relevant to its energy-
intensive operations, including CO pricing, energy costs, regulatory developments, and the availability of low-carbon technologies.
Key assumptions considered in the transition to a lower-carbon economy, progress will be driven by increasingly stringent climate regu-
lation, growing customer demand for low-carbon solutions, and the gradual decarbonisation of energy systems. It is assumed that energy
efficiency will continue to improve and that the share of renewable energy will increase over time, while energy-intensive industrial pro-
cesses will remain necessary in the medium term. The strategy further assumes the progressive development and deployment of recy-
cling, low-carbon, and digital technologies, with more advanced solutions such as carbon capture utilisation / storage becoming availa-
ble over the longer term. These assumptions are regularly reviewed to reflect evolving regulatory, market, and technological conditions.
Scenario modelling is based on International Energy Agency (IEA) reference pathways and includes both a Paris-aligned mitigation sce-
nario (RCP 2.6) and a high-emissions scenario (RCP 8.5). These scenarios are used as analytical tools to assess resilience and risk exposure,
rather than as direct representations of the Group’s decarbonisation commitments.
The analysis is conducted at an aggregated level using sector- and region-specific assumptions reflecting current data availability and
modelling capabilities. While the Paris-aligned scenario provides insight into potential transition risks under ambitious climate policy
conditions, the interpretation of results takes into account uncertainties related to regulation, technology maturity, infrastructure availa-
bility, and economic feasibility.
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Short term
For short-term risks (between 0-1 years), aligned with the business and financial planning cycle. In addition, we are actively monitoring
emerging trends and opportunities that may require us to adjust our strategic plans. We are committed to staying agile and adapting our
plans as needed to ensure that we remain competitive in the marketplace and continue to meet our sustainability targets.
In 2025, the Group has achieved an additional reduction in CO
2
emissions intensity resulting in a 15% reduction in CO
2
emissions intensity,
compared to its base year 2018 (2024: -14%). This progress is mainly a result of recycling overperformance, but this has been offset by
slower progress on switching to alternative fuels and lower plant capacity utilisation in the short term.
Medium term
For medium term risks (between 2-5 years), it is the most likely horizon for the regulatory frameworks (such as the EU Emissions Trading
System and Carbon Border Adjustment Mechanism) currently over a three-year transition period, and to be expanded to all sectors within
EU ETS in the future thus having partial effect on to RHI Magnesita’s operations due to the gradual phase out of free allocations. We are
anticipating and considering adjustments to our plant footprint.
Long-term
For the long-term risks (> 5 years), the Group considered the deadline that has been set by the UN and many policy-making bodies to meet
decarbonisation goals, being the year 2050.
Time horizons for both physical and transitional risks are aligned with climate scenarios to ensure a structured and forward-looking ap-
proach to sustainability and risk management.
The Group considers the resilience of its strategy in relation to physical and transition climate risks as part of its overall risk management
and strategic planning processes. The strategic focus on portfolio enhancement, performance excellence, and planet engagement sup-
ports the long-term viability of the business model, particularly in the context of evolving regulatory and market conditions. The analysis
of climate-related risks and opportunities focuses primarily on the Group’s own operations, and those parts of the value chain considered
most material, notably raw material sourcing, production activities, and key customer industries. Due to the nature of the Group’s industrial
operations and data availability, certain upstream and downstream activities, as well as longer-term systemic transition risks, are currently
assessed at a qualitative level or excluded from detailed analysis. While technical limitations apply, climate-related developments and
regulatory changes are monitored on an ongoing basis to support informed reassessment of strategic priorities and the progressive refine-
ment of the strategy.
The resilience analysis is subject to uncertainties related to the pace of climate change, regulatory developments, technological availability,
and market evolution. It focuses primarily on the Group’s own operations and those business activities with the highest exposure to physical
and transition risks, while certain upstream and downstream value chain elements are considered at a qualitative level due to data and
methodological limitations
Each year, the Group systematically reviews and evaluates all viable measures to reduce CO
2
emissions across its operations, prioritising
proven technologies and aligning with available financial resources. While achieving emission reductions consistent with a "well below 2
degrees" scenario appears feasible, our current assessment indicates that setting a target aligned with a 1.5-degree scenario is not achiev-
able without the advancement of currently unavailable technologies or substantial external financial and infrastructure support.
RHI Magnesita will continue to monitor technological developments, regulatory changes and internal innovation progress and will update
its transition pathway accordingly where additional decarbonisation potential becomes feasible.
Impact of climate-related risks on the Group’s strategy
RHI Magnesita defines “substantive financial or strategic impact” as impact which is classified as “high” (score 4) or “critical” (score 5) impact.
RHI Magnesita defines the impact of a risk, including those related to climate change, on a scale of 1 (minor) to 5 (critical). Each of these five
ratings has specific definition and quantifiable indicators based on the potential to compromise the ability of RHI Magnesita in achieving
its strategic, operational, financial and compliance goals.
A score of 1 represents minor impact on our ability to achieve these goals.
A score of 2 represents low impact in achieving such goals.
A score of 3 represents moderate impact (for example the potential for one strategic deliverable to be slightly delayed).
A score of 4 represents high impact on the achievement of our goals, which might result in one objective not being achieved or
being significantly delayed.
Finally, a score of 5 represents a critical impact on RHI Magnesita’s ability to deliver more than one goal.
With specific reference to climate-related risks, the following four quantifiable indicators are used by RHI Magnesita to define a substantive
strategic or financial impact:
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An impact that would compromise the ability of RHI Magnesita to achieve (or achieve in a timely fashion) one or more objectives
defined in the Group’s 2025 strategy, which includes climate-related targets. RHI Magnesita’s climate-related objectives include
the reduction of CO
2
emissions by 15% per tonne of product – Scope 1,2 and 3 (raw materials), a 5% increase in energy efficiency
tonne of product, and the increase of secondary raw materials use to 15%.
An impact that would compromise our ability to achieve our financial objectives by more than 15% Group budgeted EBITA.
An impact that would compromise our ability to meet climate regulatory requirements applicable to our Group resulting in neg-
ative international media attention and/or reputational damage to RHI Magnesita.
An impact that would create a substantial disruption to a) our plants (i.e., the inability to continue operations in more than one of
RHI Magnesita key locations across four global regional areas) and b) our ability to fulfil contracts with customers comprising a
negative impact of more than 15% Group budgeted EBITA for the year and/or c) compromise the safety of our employees.
The impact of risks and opportunities were assessed across three different time horizons. The short-term (2025) sits within our short-term
business plan, while the medium (2030) and long-term (2050) time horizons are oriented towards the broader international policy devel-
opments, including the Paris Agreement, EU Green Deal and the EU Carbon Border Adjustment Mechanism.
The Group believes, and this view is endorsed by the CSC, that it has the essential elements to run the climate resilience analysis. From
risk identification, ability to implement mitigation measures, high adaptive capacity, the Group has the means to reduce risk exposure and
embrace the opportunities associated with the climate-change related developments across the different scenarios. The Group also col-
laborates with governments, industry associations, universities to enhance climate mitigation and adaptation across the regions. By making
use of frameworks like TCFD, the Group discloses transparently and regularly updates stakeholders on climate-related matters.
Climate-related risk opportunities could range from disruptive regulatory developments, physical hazards for our operations or new busi-
ness opportunities, for example, to earn a Green Premium for refractories with low-carbon footprint. By monitoring market developments
and enhancing its business adaptability, innovation and planning, RHI Magnesita can maintain a strong level of climate resilience over the
short, medium and long-term across different scenarios. The Group remains committed to supporting its customers’ decarbonisation efforts
as well as actively managing our own climate-related risks and opportunities.
The Group’s resilience analysis, updated annually, assesses risks across acute and chronic physical hazards, legal factors, evolving regula-
tions, technological shifts, market dynamics, and reputational risks. Risks affecting direct operations, downstream, and upstream activities
are systematically identified through the Group’s risk management framework. The analysis incorporates four climate scenarios - RCP2.6,
RCP4.5, RCP6.0, and RCP8.5, based on the IPCC Fifth Assessment Report - to evaluate exposure under different climate conditions. Re-
sults indicate that 39 sites may be susceptible to physical climate hazards, with insurance policies in place to cover potential damage and
losses, including those caused by natural catastrophes.
The Board actively advances initiatives that align sustainability with business success. By offering more sustainable products and solutions,
the Group strengthens its competitive position through pricing, market share, and preferred supplier status - key advantages in a low-
carbon economy. At the same time, RHI Magnesita remains committed to minimising its environmental and social impact, maintaining its
licence to operate and reputation as a responsible industry leader.
With a strategic focus on climate resilience, endorsed by CSC, RHI Magnesita is well-positioned to navigate future challenges and oppor-
tunities, ensuring long-term value creation for both the business and its stakeholders.
Impact, risk and opportunity management
Disclosure requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material climate-related
impacts, risks and opportunities
Climate material impacts, risks and opportunities and their interaction with strategy and business model are shown in SBM-3 ESRS 2 and
the process to identify and assess material climate-related impacts is described in IRO-1 ESRS2. Time horizons are aligned with strategic
planning to integrate climate risks and opportunities into the Group’s business strategy. The short-term horizon focuses on immediate sus-
tainability targets and operational adjustments, while the medium-term guides investment and regulatory adaptation. The long-term hori-
zon aligns with global decarbonization goals, ensuring resilience and competitiveness.
Climate risks and opportunities management
The Group has an established risk management approach with the objective of identifying, assessing, mitigating, monitoring and reporting
uncertainties and risks that could impact the delivery of RHI Magnesita’s strategy. Since environment and climate change represent both
strategic and operational risks to our business, they are considered as RHI Magnesita’s principal risks.
The climate scenarios applied are consistent with both the key assumptions used in the preparation of the Consolidated Financial State-
ments and the Group’s climate-related risk assessment under ESRS E1. The Paris-aligned Mitigation and Hot House World Limited mitiga-
tion scenarios reflect management’s best estimate of plausible future economic and regulatory conditions and are aligned with assump-
tions on carbon pricing, energy costs, asset utilisation and demand development applied in financial planning and impairment testing. The
timing and magnitude of the impacts identified, in particular the expected increase in carbon prices from 2026 onwards, are consistent
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with the assumptions underlying asset valuations, provisions and cash-flow projections. The concentration of negative impacts in European
operations and the identification of global opportunities are likewise aligned with the Group’s geographic risk assessment and strategic
planning assumptions.
Several mitigation measures are in place to ensure that the risk is appropriately managed and within the Group’s risk appetite. The risk
management process at RHI Magnesita combines top-down, bottom-up and subject-specific risk assessments. The top-down risk assess-
ment is performed by the Executive Management Team and reviewed by the Audit & Compliance Committee and reporting against these
risks is included in Board meetings, Executive Management Team meetings and strategic reviews. The bottom-up risk assessment is based
on operational sites that maintain ongoing risk management activity and is linked to the quality management-based governance practices.
Subject-specific risk assessments are performed for areas of emerging or important risks such as climate change. These risk assessments
are reviewed by the CEO, the Executive Management Team and the Audit & Compliance Committee.
The Corporate Sustainability Committee (CSC) reviews the Group’s risk appetite, tolerance and strategy in respect of corporate sustaina-
bility risks and advise the Board accordingly. The CSC reviews, at least annually, periodic reports from management identifying the Group’s
material business risks within the Committee’s scope and setting out risk management strategies, controls and mitigating actions applied
to these risks.
Climate change represents both strategic and operational risks to our business. These are grouped as physical risks and transitional risks.
Physical Climate Risk refers to the potential financial and operational impacts on an organisation resulting from climate-related events.
These risks are categorised as:
Acute Risks: Sudden, extreme weather events like tornados, floods, or heatwaves.
Chronic Risks: Long-term changes in climate patterns, such as changing air temperatures, sea-level rise, or soil erosion.
These risks can disrupt operations, damage assets, increase costs, and impact supply chains, requiring proactive risk assessment and adap-
tation strategies.
Transitional climate risk refers to potential financial, operational, and strategic risks that organisations may face as economies transition
toward a low-carbon economy. These risks arise from changes in policies, regulations, market dynamics, technologies, and social attitudes
aimed at mitigating climate change. While these risks can pose challenges, they also present opportunities for innovation, competitive
advantage, and long-term resilience.
The process of identifying and assessing all Group climate-related risks and opportunities, is as follows.
Starting from the risk and opportunity universe (comprising all categories that could impact businesses in the next ten years), categories
which are not applicable to our business are excluded from the risk and opportunity analysis. Categories identified as applicable to our
Group are analysed to identify specific risks and opportunities that impact (or potentially impact) our business. These are linked to potential
root-causes and assessed for their inherent likelihood impact, and velocity. For climate-change risks and opportunities, the following cat-
egories are considered: acute and chronic physical risk, legal, current and emerging regulations, technology, market, and reputational risks.
Within each category, specific risks and opportunities impacting direct operations, downstream and upstream, are identified and assessed
based on the Group’s risk management processes.
Risk and opportunities impact is evaluated based on a scale of 1 (minor) to 5 (critical). Each rating has a specific definition based on the
impact of the risk on RHI Magnesita’s strategic, operational, financial and compliance goals.
Risks and opportunities are also rated according to their inherent likelihood on a scale of 1 (rare) to 5 (very likely) based on their probability
or expected frequency.
Once likelihood, impact and velocity of a risk have been assessed, an appropriate response is determined. This ranges from mitigating the
risk to transferring or avoiding the risk based on the level of “risk appetite” defined by the Board.
Appropriate initiatives to reduce the level of inherent risk are then identified and implemented. The level of residual likelihood and impact
after mitigation is assessed for each risk and opportunity using the scoring system above (i.e. impact on a scale of 1 “minor” to 5 “critical”
and likelihood on a scale of 1 “rare” to 5 “very likely”).
The overall level of residual risk is evaluated to ensure that it is aligned with the Group’s risk appetite and risk tolerance. Effectiveness of
mitigating measures is monitored over time and risks are reassessed at least on an annual basis and as needed in the case of significant
changes in the risk landscape.
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Climate-related transitional risks and opportunities
Operating in an emissions intensive industry, it is likely that RHI Magnesita’s business model will be affected by the transition to a low-
carbon economy. As well as risks, there are significant opportunities that the Group is well positioned to benefit from.
For transitional risks, financial effects are expected due to evolving regulatory frameworks, market dynamics, and technological shifts. These
impacts may include increased costs related to carbon pricing mechanisms, investment requirements for low-carbon technologies, and
adjustments in operational strategies. The specific financial implications of these transitional risks are disclosed in the accompanying table,
providing transparency on potential cost impacts and strategic responses.
The assessment has identified EU sites needing significant efforts to align with climate-neutral goals due to regulatory changes, infrastruc-
ture limitations, and investment requirements for low-carbon technologies. Key challenges include the phase-out of free carbon allow-
ances under the EU ETS and constraints in adopting alternative fuels. The Group is exploring process optimisation, renewable energy use,
and industry collaboration with policymakers and industry partners to support a viable and sustainable transition.
RHI Magnesita has updated its climate-risk modelling and analysis of climate-related transitional risks and opportunities across short-,
medium-, and long-term horizons. This update integrates key variables such as CO pricing and energy costs based on IEA references.
Scenario analysis was conducted using two climate pathways: the Paris-aligned mitigation scenario (RCP 2.6), which envisions strength-
ened climate policies limiting warming to below two degrees, and the hot-house world scenario (RCP 8.5), which assumes inadequate
mitigation, leading to three to four degrees of warming. While this report is based on the Paris-aligned scenario, regulatory and market
uncertainties add complexity to quantifications.
Risks
RHI Magnesita’s main risk is the additional operating expense resulting from carbon pricing developments. The financial implications of this
risk have escalated following the implementation of the EU's Carbon Border Adjustment Mechanism (CBAM). This policy instrument aims
to create a level playing field for domestic producers subject to carbon pricing by imposing a carbon-based tariff on imports from countries
lacking comparable carbon pricing mechanisms. By increasing the cost of imports from such regions, CBAM mitigates competitive disad-
vantages for domestic industries, ensuring alignment with the EU's climate objectives while protecting local producers.
This mechanism would help to ensure that domestic producers and consumers are not put at an economic disadvantage by having to bear
the cost of carbon pricing, while their international competitors do not. CBAM is intended to incentivise countries to adopt similar carbon
pricing policies, thereby reducing the global greenhouse gases emissions.
CBAM is expected to have a financial impact on the Group from 2030 onwards as free carbon allowances under EU-ETS are phased-out.
This is attributed to levies on imported materials, implemented to safeguard the EU domestic business.
This is expected to increase refractory pricing for all suppliers selling into the EU. Additionally, products manufactured in the EU and then
exported will incur higher costs, as there are currently no compensation mechanisms for exporters.
The financial impacts of CBAM have been included in the Group’s updated TCFD modelling, resulting in a future impact on equity value
of circa €136 million due to the increase in operating costs because of increase in level or scope of carbon pricing. (2024: €260 million;
2023: €180 million) – see Note 4 of Financial Statements for more details.
Opportunities
Three opportunities were identified (i) increased demand for products that enables decarbonisation in the customer industries, e.g. EAF
refractories, and (ii) increased demand for low carbon footprint refractory products and (iii) decrease in costs or increase in revenue through
use of new technologies to reduce or capture CO
2
emissions from refractory production in ETS zones.
The steel industry is undergoing a decarbonisation process which is predicted to continue into 2050 and beyond. Long-term emissions
reduction solutions include direct reduced iron in electric arc furnaces and increased scrap steel use. This megatrend has led to an in-
creased demand for electric arc furnaces (EAF) and electric smelter furnaces. As global pressure to reduce carbon emissions intensifies,
RHI Magnesita is strategically positioned to capitalise on this trend. Through its vertically integrated business model, the Group secures
essential raw materials for electric arc furnace applications from its European mines in Hochfilzen and Breitenau, Austria. This integration
not only ensures a reliable and sustainable supply chain but also provides RHI Magnesita with a distinct competitive advantage. These
capabilities strengthen the Group’s standing as the preferred refractory partner in the steel industry's transition toward greener and more
sustainable operations.
RHI Magnesita maintains its industry leadership in utilising recycled minerals and recycling has been the major contributor to the Group’s
CO
2
emissions reductions to date.
Moreover, recycling also has significant waste management and circular economy benefits for Group’s customers. RHI Magnesita’s joint
venture with Horn & Co., MIRECO, combines recycling activities in Europe and increases the production, use and offering of secondary raw
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materials. This results in a significant decrease in CO
2
emissions. Horn & Co., MIRECO is well positioned at the forefront of the circular
economy, providing services to customers in steel, cement, glass and other process industries. In 2025 RHI Magnesita started a strategic
joint venture with BPI, Inc in the United States to extend its recycling business to North America.
With an estimated CO reduction of 1.6 tonnes per tonne of secondary raw material used, financial benefits arise from both premium pricing
and lower production costs. However, long-term gains remain uncertain, influenced by carbon price volatility, regulatory changes, and
customer demand for low-carbon solutions. Read more on chapter ESRS E5 – “Resource Use and Circular Economy” and “Business Model”
on pages 140-144.
The net future impact on equity value of these opportunities combined is +€608 million (2024: +€515 million; 2023: +€388 million, 2022:
+€123 million; 2021: +€352 million).
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Climate
Drivers
Risk/
Opportunity Category Impact RHI Magnesita response and strategy
Main affected
Time Horizon
Related metrics and
targets
Policy-
Making &
Regulatory
Pressure
Increase in
operating or
capital
expenditures
due to
changes in
policy and
regulation
Risk RHI Magnesita
foreseen an impact on
equity value of circa
ca. € million due to
the increase in
operating costs
because of increase in
level or scope of
carbon pricing
The Group incorporates carbon permit price
projections into its financial planning and
maintains a hedging programme to mitigate
future exposure risks.
To further enhance sustainability and reduce
emissions, we are actively developing innovative
technologies, including carbon capture,
utilization, and storage (CCUS). Additionally,
advancements in sorting technology are being
pursued to improve recycling performance.
A key priority is increasing the use of secondary
raw materials, which offers a lower carbon
footprint compared to the extraction or
procurement of virgin raw materials.
Furthermore, the Group remains committed to
ongoing investments in fuel switching,
renewable energy adoption, and energy
efficiency measures, all of which contribute to
reducing carbon intensity across operations.
Medium-Long
Term
We have set a %
emissions intensity
reduction target by
 on a  baseline
of Scope ,  and  raw
materials emissions. By
the end of , the
Group emissions
intensity was .%
lower than the 
baseline.
Technology Increased
cost of capital
for investing
in recycling
technology to
achieve CO
reduction
targets
Risk RHI Magnesita
anticipates an
estimated impact of
approximately € m
on its equity value,
driven by the increase
in the cost of capital
required to achieve its
CO reduction targets.
This reflects the
financial implications
of transitioning
towards lower-carbon
operations and
compliance with
evolving regulatory
frameworks.
The Recycling Rate in  reached .%.
RHIM plants had consumed kt of recycled
materials. This led to € million in raw material
cost savings for refractory finished goods and a
reduction of kt in CO emissions.
Short-term We have a target to
increase the use of
secondary raw material
to % by  and
% by . In ,
the Group achieved a
recycling rate of .%
(excluding the recent
Joint Venture with BPI
Inc).
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Climate
Drivers
Risk/
Opportunity Category Impact RHI Magnesita response and strategy
Main affected
Time Horizon
Related metrics and
targets
Market &
Customers
Increased
demand for
refractory
products that
enable
decarbonisati
on of
customer
industries
(EAF, ESF,
OBF, DRI)
Opportunity
RHI Magnesita
foresees a positive
financial impact on
equity value of €m,
regarding the
increased demand
from customers for
refractory products
that help them reduce
their emissions is
considered low (e.g.
EAF)
RHI Magnesita is committed to supporting its
customers in transitioning to low-carbon
production processes through our advanced
refractory products. Currently, a significant
portion of our portfolio serves the steel and
cement industries, which together represent
approximately % of our business. In the steel
sector, we provide refractory solutions that
enable the use of electric arc furnaces (EAF), a
key technology for reducing CO emissions. Our
market position reflects this commitment:
RHI Magnesita holds a higher market share in
lower CO-emitting applications, such as EAF,
while maintaining a comparatively lower share
in higher-emission technologies, such as basic
oxygen furnaces (BOF) and blast furnaces.
The Group will continue to expand its portfolio
of low-energy and low-carbon solutions,
including process optimization, recycling
services, advanced coating technologies, and
digital innovations, to further support our
customers in achieving their sustainability
targets.
Short-Medium-
Long Term
Sales of refractory
products supporting
electric arc furnaces,
associated with the
lower carbon production
of steel, was €
million in 
Market &
Customers
Increased
demand for
RHI
Magnesita
products that
are produced
with lower
carbon
footprint and
incorporation
of carbon
expenses
Opportunity Higher revenue due to
increased demand for
low-carbon (e.g.
recycled) refractory
products, resulting in a
combined positive
impact on equity value
of € million
In the short term, increasing the proportion of
secondary raw materials (SRM) in our products
will contribute to a reduction in geogenic
emissions from raw material use while
simultaneously enabling the development of
competitive low-carbon product offerings.
In the long term, the successful implementation
of carbon capture, sequestration, and utilization
technologies, alongside a transition to
renewable energy sources, has the potential to
enable the production of refractory products
with significantly lower or even net-zero CO
emissions.
This strategy is expected to yield a competitive
advantage in terms of pricing and market
positioning, particularly as customers place
increasing emphasis on reducing their Scope 
emissions. By proactively addressing these
sustainability concerns, the Group can
strengthen its market presence and differentiate
itself from competitors with higher carbon
footprints.
Short-Medium-
Long Term
We established a target
to reach a % recycling
rate by . In ,
the Group achieved a
secondary raw material
share of .%,
excluding the recently
formed Joint Venture
with BPI Inc. This
represents continued
progress compared with
prior years (:
.%; : .%)
and exceeds the original
 target.
In parallel, we set a goal
to reduce CO
intensity
by % by .
Climate-related physical risks
The 2025 assessment builds on earlier climate risk analyses and reflects the expansion of the Group’s operational footprint following recent
acquisitions. The scope included production sites, recycling facilities, and mining locations, ensuring consistency with the Group’s enter-
prise risk management framework. Certain value chain assets had already been assessed as part of the initial physical climate risk assess-
ment conducted in 2021 and were not identified as being materially exposed to climate-related risks.
The Group has carried out a comprehensive assessment of its production sites with regard to physical climate hazards. While all sites have
been assessed for climate-related exposure, the most recent in-depth assessment conducted in 2025 focused on 11 sites, reflecting a
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targeted analysis of newly integrated operations. This assessment placed particular emphasis on ensuring operational resilience, business
continuity, and alignment with the Group’s climate risk management and adaptation approach.
The assessment considered four distinct climate scenarios - RCP2.6, RCP4.5, RCP6.0, and RCP8.5 - taken from the findings of the Inter-
governmental Panel on Climate Change Fifth Assessment Report. These scenarios project varying greenhouse gas concentration trajec-
tories, indicating potential outcomes such as staying below a 2°C temperature increase, reaching approximately 2°C above the modern
climate baseline, a global temperature rise of about 3–4°C by 2100, and an exceeding 4°C increase in the global average surface temper-
ature by 2100.
The assessment focused on evaluating future exposure of RHI Magnesita sites to climate-related hazards across temperature, wind, water,
and solid matter, encompassing a total of 29 categories as recommended by Delegated Regulation EU 2021/2139, assessing the probability
of future climate conditions surpassing current baseline values.
Classification of climate hazards (source: Commission Delegated Regulation (EU) 2021/2139)
Classification of
climate-related
hazards Temperature-related Wind-related Water-related Solid mass- related
Chronic Changing temperature
(air, freshwater, marine
water)
Changing wind patterns Changing precipitation
patterns and types (rain,
hail, snow/ice)
Coastal erosion
Heat stress Precipitation or
hydrological variability
Soil degradation
Temperature variability Ocean acidification Soil erosion
Permafrost thawing Saline intrusion Solifluction
Sea level rise
Water stress
Acute Heat wave Cyclones, hurricanes,
typhoons
Drought Avalanche
Cold wave/frost Storms (including
blizzards, dust, and
sandstorms)
Heavy precipitation (rain,
hail, snow/ice)
Landslide
Wildfire Tornado Flood (coastal, fluvial,
pluvial, ground water)
Subsidence
Glacial lake outburst
Climate exposure levels were determined using a probability-based approach, assessing the likelihood that projected future climate values
exceed historical mean levels at site level. Climate indices were grouped into five exposure classes (no exposure, low, medium, high, and
red flag). The overall classification for each climate dimension reflects the highest individual variable under the RCP8.5 scenario, applying
a precautionary approach.
Where no forward-looking data were available, present-day climate exposure was assessed instead, where feasible. This is indicated as
“n.a.” in the corresponding table. Uncertainty was evaluated based on model robustness, data quality, and the use of direct indicators or
proxy variables.
The 2023 results highlighted that several locations within the Group’s industrial footprint are exposed to chronic physical climate haz-
ards—such as rising air temperatures, heat stress, and soil erosion—as well as acute risks like flooding. For the sites initially red flagged, a
more detailed assessment was carried out in 2024 to deepen the understanding of these exposures and determine appropriate responses.
This included targeted interviews to validate modelling outputs, confirm whether local perceptions align with the assessed risk levels, and
identify existing or planned adaptation measures. The sites identified as high risk through the 2025 modelling will undergo the same struc-
tured assessment process, ensuring a consistent and comparable approach across the Group’s portfolio. This approach enables a thorough
evaluation of site-specific vulnerabilities and supports the development of effective risk mitigation strategies.
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The table below presents the outcome of the physical climate risk assessment model for all sites red flagged.
Country
Climate Hazards
(A-Acute; C-
Chronic)
Site
Current Risk
Assessment
(Short-term)
- (Medium-long-term)
RCP . RCP . RCP . RCP .
Brazil
Heat stress - C Brumado Low Low High High Red flag
Sea level rise - C Terminal Aratu Medium Red flag Red flag Red flag Red flag
Soil erosion - C Contagem Low High High
n.a. Red flag
Soil erosion - C
Coronel
Fabriciano Low Red flag Red flag Red flag Red flag
Soil erosion - C Fazenda Funchal Medium Red flag Red flag Red flag Red flag
Soil erosion - C Retiro Pd Domingo Medium Red flag Red flag
n.a. Red flag
Soil erosion - C
Fazenda Serra dos
Ferreiras Low High High
n.a. Red flag
Changing air
temperature - C Uberaba Low Low High High Red flag
Heat stress - C Uberaba Low Low High High Red flag
Soil erosion - C Uberaba Low High High
Red flag
China
Flood (A) Chizhou Medium Red flag Red flag Red flag Red flag
Changing air
temperature - C Chongqing Low Low Medium High Red flag
Soil erosion - C Chongqing Low Red flag Red flag Red flag Red flag
Soil erosion - C Dalian Low Red flag Red flag
Red flag
Germany
Flood - C Niederdollendorf Low Red flag Red flag Red flag Red flag
Flood - C Urmitz Low
n.a.
n.a.
n.a. Red flag
India
Changing air
temperature - C Venkatapuram Low Medium Red flag Red flag Red flag
Changing air
temperature - C Rajnandgaon Low Low High High Red flag
Soil erosion - C Jamshedpur Low High High
n.a. Red flag
Changing air
temperature - C Jamshedpur Medium Medium Red flag Red flag Red flag
Heat stress- C Jamshedpur Low No risk Medium High Red flag
Soil erosion - C Katni Low Low High High Red flag
Soil erosion - C Cuttack Low High Red flag Red flag Red flag
Soil erosion - C Dalmiapuram Low
Medium Medium Red flag
Mexico
Changing air
temperature - C Tlalnepantla Low Low High High Red flag
Switzerland Water stress - C Pfäffikon Low
n.a. n.a.
n.a.
Red flag
Türkiye Water stress - C Sörmaş Low
n.a. High
n.a. Red flag
Water stress - C Eskisehir Low n.a.
High
n.a. Red flag
USA Soil erosion - C Pevely Low High High
n.a. Red flag
Changing air
temperature - C York Low Medium Medium Medium Red flag
Cold Frost - Hammond Redflag Medium Medium Medium Medium
Mareland Redflag Red flag Red flag Red flag Red flag
Tornado Hammond Redflag n.a. n.a. n.a. n.a.
Mouton Redflag n.a. n.a. n.a. n.a.
Flood New Castle Redflag Red flag n.a. Red flag Red flag
Oakhill Redflag Red flag n.a. Red flag Red flag
Water stress - C Santa Fe Redflag Redflag Redflag Redflag Red flag
Hillsboroug Redflag Redflag Redflag Redflag Red flag
Soil erosion Oakhill Redflag n.a. n.a. Redflag Red flag
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This comprehensive process included engaging with local experts to assess the accuracy of climate risk models and reviewing insurance
audits where available. The findings from this analysis revealed that the Group's overall exposure to physical climate risks is limited. The
rationale behind this conclusion is twofold: (i) Imminence of Risks: Many of the flagged sites, under current climate conditions, are not
perceived to face immediate threats, meaning the anticipated risks are either less severe or unlikely to materialise in the near term; (ii)
Proactive Risk Management: For sites where risks are acknowledged, effective adaptation measures have already been implemented or
are planned. These measures demonstrate the Group's proactive approach to resilience and preparedness, significantly mitigating poten-
tial vulnerabilities. This targeted approach underlines the Group’s commitment to continuous improvement in climate risk management
and ensures that the business remains resilient even under changing climate conditions.
Moreover, a three-year programme dedicated to the ongoing assessment of physical risks associated with the Group’s assets has been
implemented. This programme involves on-site evaluations by experts to assess preparedness for various risks, including structural condi-
tions and geographical exposure to extreme weather events such as storms, hurricanes, and earthquakes - mainly focusing on acute risks.
Newly acquired sites are seamlessly integrated into the programme to ensure a consistent risk assessment approach. Beyond climate-re-
lated hazards, this initiative also evaluates the overall physical conditions of each site and its exposure to broader operational risks, with
natural catastrophes forming just one part of a holistic risk assessment framework. Additionally, RHI Magnesita’s property, damage, and
business interruption insurance programme provides partial coverage for all production sites and key offices, offering financial protection
against physical damage and losses, particularly those arising from natural catastrophes. This integrated approach enhances resilience
and ensures systematic risk mitigation across the organisation.
No material financial impacts are anticipated from the physical climate risk assessment. Current evaluations indicate that existing mitigation
measures adequately address potential exposures, ensuring resilience against physical climate risks such as extreme weather events or
long-term environmental changes. The Group continues to monitor developments and adapt its strategies as needed to maintain opera-
tional stability.
Disclosure requirement E1-1 – Transition plan for climate change mitigation
Refractory production is a ‘hard to abate’ industry. Raw material processing generally uses fossil fuels for ignition and burning of carbonate
rock. In the burning process, around 50% of the weight of the mineral is converted into CO
2
, resulting in geogenic emissions. These geo-
genic emissions are classified as Scope 1 when originating from the Group’s own production, or Scope 3 in the case of externally purchased
raw materials. Taken together, our own geogenic emissions and those associated with the raw materials that we purchase account for a
quarter of our total CO
2
footprint.
Significant energy is also required for firing of refractory products in the manufacturing process and further emissions are generated in the
shipping and distribution of our products to customers worldwide.
The Group has published a theoretical decarbonisation pathway which sets out a potential route to substantially remove all CO
2
emissions
by 2060. The decarbonisation pathway is not aligned with a 1.5°C temperature goal of the Paris Agreement. Consequently, the Group does
not currently have a climate transition plan for mitigation that is consistent with limiting global warming to 1.5°C. However, the Group has a
climate transition plan for climate mitigation that is aligned with the Paris Agreement’s objective of holding the increase in global average
temperature to well below 2°C, based on feasible and available technologies.
Actual delivery of decarbonisation pathway is uncertain due to reliance on yet unproven technologies, infrastructure, energy sources and
the actions of suppliers and governments which are not under the control of management. RHI Magnesita’s decarbonisation commitment
is as follow:
Lead the refractory industry by decarbonising our operations as fast as sustainably possible.
Annually update our decarbonisation pathway based on technology, infrastructure and capex developments.
Invest in the research and development of new technologies to avoid or capture CO
2
emissions.
Offer our customers enabling technologies or solutions for their own low-carbon production technologies and low-carbon re-
fractory products to reduce their Scope 3 emissions.
Lobby governments to invest in infrastructure to support decarbonisation.
Work with partners in the private sector to develop new solutions for decarbonisation.
Full decarbonisation will require significant capital expenditure, starting in Europe and subsequently in all regions.
The decarbonisation pathway has been approved by the Board, the CSC and the Executive Management Team.
The first step of CO
2
emissions reduction is to be delivered through measures which can be implemented by the Group without significant
external support, including increased use of recycled raw materials, fuel switches and energy efficiency measures (see E1-4 for details on
levers and respective targets). It is estimated that these measures could deliver an absolute reduction of around 1.3 million tonnes of CO
2
emissions, or 28% of the baseline total by 2035. Beyond this initial reduction, decarbonisation measures become progressively harder to
deliver. Recycling has a natural ceiling since refractories are consumed during use and only residual materials can be reclaimed, whilst fuel
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switches to natural gas only offer a partial reduction. The next steps of the pathway are reliant on the provision of (i) new infrastructure or
renewable energy sources such as hydrogen by outside parties; (ii) the use of technologies which do not yet exist or are not proven at pilot
or production scale; and (iii) significant capital expenditure, which may not be possible for the Group to generate from its existing operations,
obtain from its finance providers or receive via government funding. While the Group uses in its production natural gas, pet coke, coal and
oil as fuels, it is not engaged in other fossil-fuel related economic activities. The Group is not excluded from the EU Paris-aligned Bench-
marks in accordance with Commission Delegated Regulation (EU) 2020/1818. The Group currently has one economic activity that is
aligned with the requirements of Commission Delegated Regulation (EU) 2021/2139. There are no Capex plans to expand taxonomy-
aligned activities in the short to medium term. RHI Magnesita will continue to monitor evolving regulatory requirements and technical
screening criteria to assess whether future changes may require a reassessment of alignment.
The costs of emitting carbon, which could provide an incentive to accept higher capital expenditure and operating costs for the purposes
of reducing CO
2
emissions, apply in certain jurisdictions and may provide a business case for reducing emissions in those geographies.
Estimates of future potential CO
2
costs are built into the Group’s financial forecasts and planning decisions. However, the Group has a
global production and customer network and competes with other refractory producers who are not subject to additional CO
2
costs.
Carbon capture and utilisation
In 2025, further progress has been made in the evaluation of technologies for CO
2
capture at the Group’s raw material production sites.
2025 activity was concentrated on the operation of a membrane-based demonstrator at one of RHI Magnesita’s raw material plants.
In the area of Carbon Capture and Utilisation (CCU), the Group has progressed its partnership with MCi Carbon to develop technologies
focused on the direct mineralisation of CO
2
from flue gases, through a process which can efficiently transform gaseous waste CO
2
into new
green minerals. The MCi process offers opportunities for utilisation in other industries, such as the cement sector, which faces similar chal-
lenges with process emissions of CO
2
not originating from the use of fossil fuels. 2025 activity was concentrated on finalizing the construc-
tion a pilot facility in Newcastle, Australia. Testing and development programmes with MCi Carbon are set to continue until mid-2026.
Alternative fuels including hydrogen and biofuels
Hydrogen produced using renewable energy is a promising alternative fuel for use in high temperature industrial processes such as those
undertaken by RHI Magnesita. Proof of concept has been achieved, and no further significant investments are required until, and unless,
an economic source of clean hydrogen fuel becomes available.
Securing a reliable and economic supply of green hydrogen is an essential pre-cursor to large scale adoption of hydrogen use in quantities
that would make a material difference to the Group’s Scope 1 emissions.
RHI Magnesita is also exploring other non-fossil fuel options including biofuels. RHI Magnesita uses charcoal in Brazil, which is considered
as biofuels and tests are ongoing with sunflower husks in Europe.
Reducing the carbon intensity of energy
RHI Magnesita is seeking to reduce the carbon intensity of its energy sources through switching to lower intensity alternatives where pos-
sible. In Europe, transition from CO
2
intensive petroleum coke to more CO
2
efficient natural gas in our plants will start in 2026 but due to
high natural gas prices only partially. Exploring biofuels as an alternative is dependent upon local availability and cost competitiveness.
We continue to monitor energy markets and alternative fuel sources to reduce emissions.
At Brumado plant in Brazil we aim to change from heavy fuel oil to natural gas. Currently the construction works to the plant are on-going.
At the Ponte Alta raw material production site in Brazil, we substituted petroleum coke with sustainable sourced charcoal as much as tech-
nically possible given the lower calorific value of charcoal.
We continue to reduce the CO
2
intensity of purchased electricity. The Group is investigating the potential for solar generation at several
other sites. In 2025, 78% of total electricity generated was from renewable sources.
Investment and funding
The capital cost of full decarbonisation is highly uncertain but has been estimated at approximately €1 billion. Since there is no payback
outside of jurisdictions where an ETS imposes a cost of carbon emissions, there is a limit to the amount of capital that the Group can commit
to decarbonisation. In 2025 RHI Magnesita generated €214 million of free cash flow and allocates capital to M&A, organic capex, mainte-
nance and dividends to sustain and grow the business. At current levels of cash generation and considering competing demands for capital
it is unlikely that the Group would be able to fund a full decarbonisation of its operations from internally generated cash flow. External
funding may be possible to obtain in the form of subsidies or co-investment in specific projects. The Group’s transition plan is based on a
bottom-up approach to ensure feasibility and alignment with the Group’s overall business strategy and financial planning. The transition
plan does not entail any objectives or plans for aligning with Taxonomy activities as there are not Taxonomy activities for refractory produc-
tion.
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Locked- in emissions
The vast majority of direct emissions at RHI Magnesita result from firing at high temperature of various kilns and geogenic emissions from
carbonate raw materials during firing. The Group has set a 2030 target to also reduce direct emissions. Remaining emissions both from
fuels and geogenic emissions are hard to abate and require carbon-neutral fuels such as hydrogen as well as carbon capture for geogenic
emissions which are in nature otherwise unavoidable. We do not expect that the locked-in emissions jeopardise the undertaking’s GHG
emission 2030 reduction target. For a comprehensive decarbonisation beyond the Group’s 2030 target locked-in emissions require a mar-
ket environment which allows the Group to pass on higher costs of carbon-neutral fuels and carbon capture and utilisation.
Disclosure requirement E1-2 – Policies related to climate change mitigation and adaptation
RHI Magnesita has an Integrated Management System Policy (IMS policy) in place which addresses, among others matters, climate change
mitigation. In this policy the Group commits to tackling climate change as far as it is technically and economically feasible. The Group
strives to minimise direct and indirect CO
2
and other greenhouse gas emissions, by improving the energy efficiency of its operations and
the use of cleaner sources. RHI Magnesita's IMS policy covers the environmental policy. With this policy the Group commits to operate all
its business activities in a most sustainable way to ensure environmental protection, tackling climate change, through minimising the en-
vironmental impacts of its operations as far as it’s technically and economically feasible. The policy applies to RHI Magnesita N.V. and all
Group companies (together referred to as RHI Magnesita) and employees. The scope of the IMS policy is limited to Group companies and
employees and does not extend to the upstream or downstream value chain. The Supplier Code of Conduct includes references to envi-
ronmental compliance and other sustainability priorities and is aimed at the Group’s upstream value chain. The CTO is accountable for the
implementation of the policy. The IMS policy does not refer to any third-party standard and does not consider any particular stakeholder
group. The IMS policy is published on RHI Magnesita's website. The Group's IMS policy is globally applicable and does not specifically
address or exclude stakeholder groups. The Group’s current policy does not yet fully align with all ESRS disclosure requirements. An update
is underway to ensure compliance and comprehensive reporting.
RHI Magnesita’s Corporate Risk-Taking/Management Policy outlines structured processes for identifying and managing risks across the
organisation. The Risk Register includes a diverse range of risks and is not limited to specific categories such as Health & Safety or Environ-
ment. Rather than implementing separate policies for individual risks, the Group relies on this comprehensive risk framework to ensure a
consistent approach to risk management. Additionally, while the IMS Policy covers climate change mitigation and energy efficiency, it does
not explicitly address renewable energy or climate change adaptation. Climate-related risks and opportunities are, however, integrated into
the broader corporate risk management framework to ensure a holistic approach to sustainability and resilience.
Disclosure requirement E1-3 – Actions and resources in relation to climate change policies
In 2025, the Group made further progress on our decarbonisation roadmap. Guided by the climate objectives set out in our transition plan,
our recycling initiatives once again exceeded expectations, contributing decisively to emissions reductions. Multiple energy efficiency
measures were implemented across regions, increasing operational performance where feasible and expanding the share of renewable
energy in our mix. In China, a 2.2 MW photovoltaic installation was completed at the end of 2024, with an expected annual output of
around 3,000 MWh and a reduction of approximately 1,700 tonnes of Scope 2 CO emissions. Consistent with actions implemented near
year-end, the resulting emission reductions are now reflected in the 2025 reporting period.
We also advanced key technology pathways and partnerships aimed at addressing hard-to-abate emissions, including the commissioning
of MCi Carbon’s “Myrtle” pilot plant in Australia and the scale-up of MCi Carbon’s technology ahead of the planned commercial deploy-
ment at Hochfilzen, Austria in 2029. Once operational, the facility is expected to capture and convert approximately 50,000 tonnes of
CO per year into valuable mineral products. These initiatives reflect our commitment to aligning our operations with a low-carbon trajec-
tory and delivering positive environmental, social, and economic outcomes.
The recycling target, initially set in 2019, was reviewed in 2022 and raised to 15% by 2025. In 2024, the Group further expanded its ambi-
tion by introducing a new 2030 target aiming for a 20% recycling rate. In 2025 the Group increased its recycling rate to 15.9% (compared
to 14.2% in 2024). Every tonne of secondary raw material used replaces virgin raw material with a CO
2
-intensity of 1.6t CO
2
per tonne of
raw material on average.
The impact of acquisitions on the recycling rate has been assessed by taking into account the BPI acquisition (effective 21 August 2025)
and the fact that Resco plants have historically not utilized recycled raw materials. For methodological consistency, the baseline raw ma-
terial demand is derived from global supply chain planning data and excludes projects planned for 2026. Based on these assumptions and
calculations, the recycling rate (RR) is estimated at 16.2%.
Other actions are energy efficiency measures with the aim to reduce the energy intensity of RHI Magnesita by 1% per year. In 2025 energy
efficiency measures contributed to an emission reduction of around 11,000 t CO
2
.
In addition, the partial switch from petroleum coke to natural gas at our Hochfilzen plant starting in 2026 will be another CO
2
reduction
lever. Furthermore, the Group switches to green electricity where feasible. As a result, most of the electricity consumption in Europe and
South America is from renewable sources and in China an increasing share of green electricity is consumed, and PV panels are installed at
several plants in China and India. The scope of the key actions is direct Scope 1, Scope 2 market based and Scope 3 emissions from
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purchased raw materials. While the Group has set time-bound targets to reduce its GHG-footprint, increasing the use of secondary raw
materials and increasing energy efficiency are continuous actions. The full switch to natural gas at our Hochfilzen plant is planned for 2026.
The main short-term decarbonisation lever at RHI Magnesita's direct and indirect emissions is the increased use of circular raw materials.
Actions to increase the share of circular raw material include improved recipes and processes which allow higher shares of circular raw
materials as well as sales activities aiming at sale of brands with higher circular raw materials share as well as investments in operations to
improve the capacity to process circular raw materials.
Investments in increased recycling capabilities are a continuous effort, and individual investments are short-term and are part of the asset
category ‘Plant Property & Equipment’.
Other short-term levers are increasing energy efficiency, switching to renewable electricity and switching to less CO
2
-intensive fuels.
The implementation of actions to achieve the Group’s 2030 CO
2
reduction target depends on annual CapEx and OpEx in the same order
of magnitude as in the reporting year; therefore, for 2026 and beyond no additional availability and allocation of resources is required.
All actions described above contribute to the policy objective to minimise direct and indirect CO
2
and other greenhouse gas emissions.
During the reporting period, the Group incurred operational expenditure (OpEx) of €4 million related to decarbonisation activities. This
amount primarily comprises the additional cost associated with procuring green electricity compared to conventional electricity supply, as
well as research and development expenses for projects supporting low-carbon solutions, including recycling initiatives and other re-
source-efficiency measures. These expenditures reflect the Group’s ongoing efforts to reduce operational emissions and advance sustain-
able production processes.
In 2025 the Group invested €4.5 million to reduce its CO
2
emissions. The Capex mainly contributes to increase the share of circular raw
materials. Thereof, around €1.9 million relate to recycling investments according to EU Taxonomy (EU regulation 2021/22178) Material re-
covery from non-hazardous waste/sorting and material recovery of non-hazardous waste. Additionally, more than €2 million were invested
for the switch to natural gas to replace Petroleum Coke at the Austrian Hochfilzen plant. Future financial resources are projected to remain
at levels comparable to those in 2025.
The CapEx is part of Note 19 (Property, plant and equipment) in the Financial Statements under ‘Additions’.
The CapEx/OpEx reported under Taxonomy-related disclosures deviate for various reasons from the disclosures required by ESRS:
Not all Taxonomy-eligible activities contribute to reducing CO
2
emissions within the scope of the Group’s transition plan (e.g.
downstream indirect emissions).
Not all Capex or OpEx reported following ESRS for achieving the Group’s transition plan are eligible or aligned with the taxonomy
activities (e.g. purchasing of green electricity or expenditures to switch to less CO
2
-intensive fuels).
In line with the EU Taxonomy requirements, climate-related operating expenditure (OpEx) and capital expenditure (CapEx) are assessed
separately from the Group’s broader climate action measures.
Taxonomy-eligible OpEx and CapEx do not fully correspond to all climate mitigation actions, for example energy efficiency measures that
fall outside the Taxonomy’s technical screening criteria. In addition, Taxonomy-eligible R&D OpEx is limited to activities with technologies
at a Technology Readiness Level (TRL) of 6 or higher, which excludes earlier-stage or pilot decarbonisation initiatives that are nevertheless
relevant to the Group’s climate transition strategy.
Metrics and targets
Greenhouse gas emissions methodologies
RHI Magnesita reports all relevant direct and indirect emissions. Reported GHG emissions considers carbon dioxide, Hydrofluorocarbons,
methane, nitrous oxide and sulphur hexafluoride. Emissions of Scope 1, 2 and 3 are annually externally verified by LRQA Group Limited
(limited assurance according to ISO 14064).
CO
2
KPI methodology
The CO
2
KPI is the metric used to measure progress against the Group's 15% relative reduction target against a 2018 base year. The de-
nominator of the KPI are tons of shipped products excluding resale and sale of primary raw materials with very low GHG-intensity (raw
magnesite and dolomite). The shipped volumes are corrected by inventory changes of finished goods and GHG-intensive raw materials
produced by RHI Magnesita. The metric is not externally verified. The target did not undergo any significant change in methodology.
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The KPI reflects RHI Magnesita's policy commitment to tackle climate change. The target is not a science-based target and external stake-
holders have not been consulted. The target is based on a bottom-up approach with clearly identified CO
2
reduction levers.
Disclosure requirement E1-4 – Targets related to climate change mitigation and adaptation
RHI Magnesita has defined greenhouse gas (GHG) emission reduction targets based on a structured internal decarbonisation pathway cov-
ering its core operations and relevant upstream value chain activities. The pathway outlines a potential trajectory to significantly reduce
CO emissions by 2060 and serves as the basis for the Group’s climate transition planning. It was developed through a comprehensive
internal assessment of technically feasible and economically viable abatement measures, taking into account technological maturity, fi-
nancial viability, and expected developments in energy systems and industrial infrastructure.
The Group’s emission reduction targets are not science-based targets as defined by external validation frameworks such as the Science
Based Targets initiative (SBTi), and they have not been externally assured.
Based on this assessment, the Board concluded that emission reductions consistent with a well-below-2°C pathway are achievable for the
Group. Alignment with a 1.5°C pathway was assessed but determined not to be feasible at this stage, as it would require the large-scale
deployment of technologies that are not yet commercially available as well as significant external infrastructure development and support-
ive regulatory and financial frameworks, all of which remain uncertain. Accordingly, the Group’s greenhouse gas reduction targets are
aligned with a well-below-2°C trajectory. Climate scenario analysis aligned with a Paris-consistent pathway (RCP 2.6) is used to assess
transition risks but does not constitute a target calibration methodology. The assessment assumes continued improvement in energy sys-
tems and incremental technology deployment but does not assume large-scale commercial availability of breakthrough process technol-
ogies before 2035.
The Group has established intensity-based CO reduction targets covering Scope 1, Scope 2, and Scope 3 emissions from purchased raw
materials. The targets apply to all RHI Magnesita operations globally and are reported in tonnes of CO equivalent, covering approximately
4.4 million tonnes of COe, representing ca. 70% of total Scope 1, 2, and 3 emissions. Geogenic CO emissions from raw materials represent
a significant share of total emissions and are therefore explicitly included in the target framework. Emissions are calculated and reported
using standardized, Group-wide methodologies aligned with the GHG Protocol, with central oversight in place to ensure consistent appli-
cation and comparability across operations.
The Group’s targets do not include non-CO greenhouse gas emissions and do not assume the availability of breakthrough technologies
or future regulatory changes. Nevertheless, the Group continues to invest in decarbonisation technologies, operational efficiency, and the
increased use of secondary raw materials in order to support the progressive reduction of emissions and mitigate transition risks over time.
New technologies are not considered as a significant lever given the technical and economic uncertainties associated with them for the
target period.
Based on identified reduction levers, the Group aims to reduce Scope 1 emissions by 9%, Scope 2 emissions by 5%, and Scope 3 raw
material emissions by 12% by 2030. Scope 2 emissions reductions are calculated using a market-based approach. The levers outline the
quantified contribution of our key measures toward achieving the defined CO reduction target. Their impact is determined through a
structured bottom-up assessment of the estimated abatement potential, ensuring transparency and traceability. To reduce the influence
of production volume fluctuations and enhance comparability over time, targets are defined and monitored on an intensity basis rather
than as absolute emission reductions.
The 2025 emission reduction target is based on 2018 as the base year, which represents the first full reporting year following the merger
of RHI and Magnesita. The 2030 target is based on 2024, as this year reflects current operations and is supported by robust emissions data.
Base years are adjusted in the event of significant structural changes, including mergers, acquisitions or divestments exceeding 5% of total
CO
2
emissions. No such adjustments were required in 2025. All targets are developed in accordance with the GHG Protocol and are based
on consistent Group-wide methodologies.
The Group achieved its 2025 target of a 15% reduction in CO intensity per tonne of product, compared to the 2018 base year. This im-
provement was primarily driven by increased use of secondary raw materials, operational efficiency measures, and lower short-term plant
utilisation, which partially offset slower progress in fuel switching.
A comparison with a 1.5°C-aligned pathway indicates that such a trajectory would require approximately a 42% reduction in Scope 1 and
Scope 2 emissions and a similar reduction in Scope 3 emissions by 2030. The Group’s current targets do not meet this level of ambition
and are therefore not aligned with a 1.5°C pathway, reflecting the technological, economic and infrastructure constraints identified in the
internal assessment.
Progress against the targets is measured using CO intensity per tonne of product and energy efficiency indicators derived from a bottom-
up assessment of identified reduction levers.
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In addition to its CO reduction targets, the Group has established energy efficiency targets. The 2025 target of a 5% reduction in energy
intensity compared to 2018 has been achieved. Energy efficiency performance per tonne of product shows an 8% improvement compared
to 2018 and a 2% improvement compared to 2024.
In line with the Greenhouse Gas Protocol, the metric is adjusted to reflect changes in the Group’s operational footprint resulting from
mergers, acquisitions, and divestments. However, it does not account for changes in the sourcing of energy-intensive raw materials from
within or outside the Group. The KPI captures only energy consumed directly by the Group.
The denominator of the KPI is tonnes of shipped products, excluding resale volumes and the sale of primary raw materials with very low
GHG intensity (raw magnesite and dolomite). Shipped volumes are adjusted for inventory changes in finished goods and GHG-intensive
raw materials produced by RHI Magnesita. The KPI has neither been externally verified nor assured. The target has not undergone any
material methodological changes. The 2018 baseline value is 1.91 MWh per tonne of product, adjusted to reflect mergers and acquisitions.
The reported energy efficiency metric covers direct energy consumption and excludes upstream energy embedded in purchased raw ma-
terials. Adjustments are made for mergers and acquisitions exceeding 5% of total energy consumption to maintain year-on-year compa-
rability. The metric has not been subject to external assurance and is not based on a science-based target methodology.
The Group has revised its energy efficiency target metric from energy intensity (MWh/t) to absolute annual energy savings (MWh per year).
While MWh/t reflects relative efficiency, it is significantly influenced by external and structural factors such as plant load, production mix,
and the share of externally purchased raw materials. These variables can distort the measurement of actual operational efficiency improve-
ments.
To better reflect the impact of dedicated energy-saving initiatives, the Group now targets annual energy savings equivalent to a 1% effi-
ciency improvement per year by 2030, using 2024 as the baseline. The target is supported by structured energy management processes
and specific measures aligned with ISO 50001 principles.
Targets related to climate change mitigation and adaptation
The Group does not have an absolute emission target. The table below presents the theoretical reduction path in alignment with a 1.5°C,
based on the SBTi calculation tool and an absolute contraction approach for Scope 1, 2 (market-based) and 3. The expected reduction by
2030 would be 41.9%.
SBTI Approach - Absolute
emissions tCO
e     T
 vs.

 vs.

 vs.
 T
Scope
,,
,,
,,
,,
(.)%
(.)%
(.)%
Scope
,
,
,
,
(.)%
(.)%
(.)%
Scope  - raw materials
,,
,,
,,
,,
(.)%
.% (.)%
Total
,,
,,
,,
,,
(.)%
(.)%
(.)%
RHI Magnesita approach -
Absolute emissions tCO
e     T
 vs.

 vs.

 vs.
 T
Scope
,,
,,
,,
,,
(.)%
(.)%
(.)%
Scope
,
,
,
,
(.)%
(.)%
.%
Scope  - raw materials
,,
,,
,,
,,
(.)%
.% (.)%
Total
,,
,,
,,
,,
(.)%
(.)%
(.)%
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RHI Magnesita approach -
Relative emissions tCO
/t     T
 vs.

 vs.

 vs.
 T
Scope
.
.
.
.
.% (.)%
(.)%
Scope
.
.
.
.
(.)%
(.)%
.%
Scope  - raw materials
.
.
.
.
(.)%
.% (.)%
Total
.
.
.
.
(.)%
(.)%
(.)%

Expected contributions by lever to  and  targets are presented in the following table
Reductions planned in core operations  vs.   vs.  GHG Scope
GHG emissions (ktCO
e) ,

Energy efficiency and consumption reduction .% .% Scope 
Fuel switching .% .% Scope 
Use of renewable energy .% .% Scope 
Reductions expected in value chain
Supply chain decarbonisation .% .% Scope 
Recycling .% .% Scope 
* Values presented in column “2025 vs. 2018” are actuals.
Disclosure Requirement E1-5 – Energy consumption and mix
RHI Magnesita operates entirely within high climate impact sectors, meaning that total revenue is fully classified as revenue from these
sectors, aligning with financial statement disclosures. The Group’s energy production includes 1,000MWh from non-renewable sources
and 3,600 MWh from renewable sources.
A key limitation of the 2018-2025 energy target is the challenge of identifying drivers of progress, as changes in product portfolio and
capacity utilisation can influence the metric. Additionally, the measurement of energy metrics is not externally validated beyond assurance
provider reviews.
The Group determines energy intensity based on its operations in high climate impact sectors, which include refractory production and
metallurgical processes, both characterised by energy-intensive manufacturing and resource transformation.
Assumptions and methodologies
The share of electricity from renewable, nuclear and fossil sources is calculated on a market-based approach using location-based data
where no other data is available.
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Energy consumption and mix   %N/(N-)
) Fuel consumption from coal and coal products (MWh) ,
,
.%
) Fuel consumption from crude oil and petroleum products (MWh) ,,
,,
(.)%
) Fuel consumption from natural gas (MWh) ,,
,,
(.)%
) Fuel consumption from other fossil sources (MWh) -
-
-
) Consumption of purchased or acquired electricity, heat, steam, and
cooling from fossil sources (MWh) ,
,
(.)%
) Total fossil energy consumption (MWh) (calculated as the sum of
lines  to ) ,,
,,
(.)%
Share of fossil sources in total energy consumption (%) % .%
) Consumption from nuclear sources (MWh) ,
,
.%
Share of consumption from nuclear sources in total energy consumption
(%) .% .%
) Fuel consumption for renewable sources, including biomass (also
comprising industrial and municipal waste of biologic origin, biogas,
renewable hydrogen, etc.) (MWh)
,
,
(.)%
) Consumption of purchased or acquired electricity, heat, steam, and
cooling from renewable sources (MWh) ,
,
(.)%
) The consumption of self-generated non-fuel renewable energy
(MWh) ,
,
) Total renewable energy consumption (MWh) (calculated as the
sum of lines  to )
,
,
(.)%
Share of renewable sources in total energy consumption (%) .% .%
Total energy consumption (MWh) (calculated as the sum of lines , 
and )
,,
,,
(.)%
Assumptions and methodologies:
Electricity from renewable sources (PV) is considered in the total energy consumption. Energy from non-renewable energy generation is
not considered in the total energy consumption to avoid double reporting. Non-renewable energy generation is estimated based on fuel
inputs to electricity generators with an estimated conversion efficiency of 36%.
Disagregation of non-renewable and renewable energy production   %N/(N-)
Non-renewable energy generation (MWh)
,

.%
Renewable energy generation (MWh)
,
,
.%
Total (MWh)
,
,
.%
Assumptions and methodologies
Electricity from fossil sources is calculated on a location-based approach.
Consumption of purchased or acquired electricity, heat, steam, or cooling
from fossil sources   %N/(N-)
Electricity fossil (MWh)
,
,
(.)%
Energy intensity based on net sales
Assumptions and methodologies
Total energy consumption also considers self-generated electricity from renewable sources.
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Energy intensity per net revenue   % N / N-
Total energy consumption from activities in high climate impact
sectors (MWh)
,,
,,
(.)%
Net revenue from activities in high climate impact sectors (EUR) ,,,
,,,
(.)%
Total energy consumption from activities in high climate impact
sectors per net revenue from activities in high climate impact
sectors (MWh/Monetary unit) .
.
.%
Net revenue is disclosed in Note 5 of the Group’s Financial Statements on page 261.
Connectivity of GHG intensity based on net revenue with financial reporting information
Connectivity of energy intensity based on net revenue with financial
reporting information  (EUR)  (EUR) % N / N-
Net revenue from activities in high climate impact sectors used to calculate
energy intensity
,,,
,,,
(.)%
Total net revenue (Financial statements)
,,,
,,,
(.)%
Net revenue is disclosed in Note 5 of the Group’s Financial Statements on page 261.
Energy efficiency target 2018-2025: 5% energy efficiency improvement
Retrospective Milestones and target years
Energy efficiency target
-: % energy
efficiency improvement
Base year
()   %N/N-

(absolute
target)
 progress
in target year
against base
year (%)
Energy consumption
(MWh)
,,
,,
,,
(.)%
,,
(.)%
MWh/t . . . (.)%
. (.)%
Table note – Energy targets
Energy intensity target (2018–2025)
The Company aims to reduce energy consumption per tonne of product by 5% by 2025, using 2018 as the baseline year.
Energy efficiency target (2024–2030)
From 2024 to 2030, the Company targets a 1% reduction in absolute energy consumption per year, with 2024 as the baseline year.
Retrospective
Milestones and
target years
Energy efficiency target -: %
energy reduction per year
Base year
()   %N/N- % of base year
Energy consumption (MWh)
,,
,,
,,
(.)%
,
Energy efficiency initiatives delivered cumulative savings of 42,000 MWh in 2025, equivalent to 0.84% of total energy consumption.
Disclosure requirement E1-6 – Gross scopes 1, 2, 3 and total GHG emissions
Assumptions and Methodologies
Scope 1 emissions
Reporting boundaries: RHI Magnesita follows the operational control approach for consolidating data and accounts for GHG emissions or
removals from operations over which it has full year operational control in the respective reporting year. Emissions from offices and ware-
houses which are not part of operational sites and emissions from Group cars used offsite are not included. Facilities partially owned without
operational control are Scope 3 emissions (Investments; not material).
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For investees that are not fully consolidated in the financial statements, including associates, joint ventures, unconsolidated subsidiaries,
and contractual joint arrangements where RHI Magnesita has operational control, the following emissions have been considered: 44 tCO
under Scope 1 and 14 tCO under Scope 2 market-based. These figures ensure alignment with the reporting requirements by reflecting
emissions from entities and operations where operational control is exercised, even if they are not fully consolidated in the financial state-
ments.
For Scope 1 emissions a materiality threshold of 1% of the total direct plant CO
2
emissions (Scope 1) or 1,000 tCO
2
per year is applied on
plant level.
Most relevant Scope 1 GHG sources are 1) fuel-based emissions at our production facilities from firing various types of kilns in the raw ma-
terial production and finished goods production and 2) geogenic process emissions from the raw material (MgCO
3
is calcined to MgO and
CO
2
). Other minor sources of GHG are organic additives in RHI Magnesita’s finished goods production which oxidize to CO
2
in high tem-
perature kilns and emissions from explosives as well as emissions from mobile equipment.
Potentially existing sinks are forests owned by the Group but are at the moment not considered.
Emission factors
For direct Scope 1 emissions, fuel emission factors are used. Where available, supplier and fuel specific emission factors are applied; oth-
erwise, generic fuel emission factors are used. For geogenic emissions from raw materials, emission factors are stoichiometrically calculated.
The emission factors used to calculate Scope 1 GHG emissions are provided as fallback emission factors as published by the German En-
vironmental Agency (Umweltbundesamt, 2016). The selection of these emission factors aligns with established methodologies and en-
sures consistency in reporting. Furthermore, no third-party calculation tools were used in the preparation of Scope 1 GHG emissions data.
Scope 2 emissions
RHI Magnesita applies a dual reporting approach for Scope 2 emissions in line with the GHG Protocol Scope 2 Guidance (2015). Market-
based emissions reflect the CO intensity of purchased electricity as provided by suppliers and include eligible contractual instruments
such as unbundled renewable energy certificates. Where supplier-specific emission factors are unavailable, residual mix emission factors
are applied; where neither are available, location-based factors are used as a fallback. Non-CO greenhouse gases are not consistently
included in market-based calculations.
Location-based Scope 2 emissions are calculated using grid-average emission factors obtained from third-party databases. These factors
include non-CO greenhouse gases, such as CH and NO, where available. No external calculation tools were used in the preparation of
location-based emissions data. The applied methodology avoids double counting with Scope 1 and Scope 3 emissions and ensures con-
sistency with the GHG Protocol.
Scope 3 emissions
RHI Magnesita reports indirect upstream and downstream emissions. Various approaches are used to calculate indirect emissions. No cal-
culation tools have been used for this purpose. The following indirect emissions are excluded from reporting, as they remain below cumu-
lative 5% of the Group’s Scope 1,2 (market-based), and 3 emissions—RHI Magnesita’s threshold for inclusion
Use of sold products
Capital goods
Employee commuting
Waste generated in operations
Business travel
End of life treatment of sold products
Investments
Upstream leased assets
Downstream leased assets
Franchises
The reporting excludes the following indirect emissions:
Other purchased goods than purchased raw materials and metal components, trading goods, packaging and those used in capital
goods.
Emissions of customers other than those directly from use of RHI Magnesita’s products.
Calculation methods for significant Scope 3 categories:
Purchased goods and services: The indirect emissions from purchased goods and services consists of two main groups: purchased raw
materials and goods for resale; minor emission sources within this category are packaging, purchased metal parts and auxiliary materials.
Indirect emissions of these groups are quantified by applying emission factors to the volumes of purchased goods. For purchased raw
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materials emission factors are applied per raw material class. RHI Magnesita actively engages with suppliers to use emission factors pro-
vided by suppliers. For resale goods and estimated emission factors are applied due to a lack of supplier data. For minor emission groups
literature values are applied for calculating indirect GHG emissions. Emission factors are applied to actual tonnages of consumed pur-
chased goods.
The Group uses several sources for emission factors for purchased raw materials, prioritized in descending order:
1. Supplier provides emission factors of their raw materials which are then used for calculating the emission of the respective raw
material independently of the actual supplier.
2.In the case of purchased raw materials which the Group also produces on its own it uses the emission factor from own production,
if production settings are comparable (e.g., fuel use) or it adapts emission factors according to the assumed energy mix (e.g., coal
or electricity based on coal).
3.The emission factor is taken from literature or databases (e.g., ecoinvent).
4.Based on literature research and investigation the CO
2
emission factor is calculated reflecting the production process and as-
sumed energy sources of the supplier; or for other products with similar production method as products for which suppliers pro-
vided emission factors.
5.For raw materials for which none of the four approaches leads to a plausible emission factor the residual category “Others” is
created for which a generic emission factor of 1.8 tCO
2
per tonne of product is taken. The 1.8 t CO
2
were defined per expert judge-
ment as a plausible average value for refractory raw materials.
6. For secondary raw materials a cut off approach is applied which allocates CO
2
emissions form the initial production of primary
raw materials fully to the first use phase. As a result the emission factor of secondary raw material only reflects the processing of
waste to a secondary raw material.
Downstream and upstream transportation: For all transportation in the corporate ERP system all transport and distribution flows from origin
to destination are fully covered in the GHG calculation, independent if the actual transport activity was performed under the Group's man-
agement responsibility or customer or supplier management responsibility. Transport distances are sourced from publicly available routing
platforms. Literature-based CO
2
emission factors per tonne-kilometre are used to calculate transport-related GHG emissions. Transporta-
tion not covered by the corporate ERP system is extrapolated according to shipped volumes. For emissions related to transport, third party
database emission factors are used.
Upstream fuel and energy related activities: Emissions from fuel and energy related activities are calculated based on fuel-specific emission
factors and applied on fuel-specific energy consumption at company’s operations and for processing of sold products at customer sites.
For emissions related to fuel and energy related emissions, third-party database emission factors is used. Fuel- and energy-related emis-
sions are indirect greenhouse gases released during the extraction, production, and transportation of fuels, as well as energy lost during
transmission and distribution, before reaching the user of the energy.
Processing of sold products: Emissions from the processing of sold products origin heating up of refractory products at the customer. Emis-
sions are estimated based on representative energy consumption data. Total emissions are calculated based on sales volumes of respective
product groups.
The base year is adapted in case of changes in the calculation method; changes in production footprint (e.g. plant divestment or mergers
and acquisitions) but also in case of an error or a number of cumulative errors that are collectively substantial (exceeding 5% of the respec-
tive metric). Start of a new operation or expansion of an existing operation as well as closure of an operation or part of an operation do not
lead to an update of the base year. In 2025, RHI Magnesita expanded its Group perimeter through the acquisition of Resco, BPI and Ash-
wath. These acquisitions led to an increase in greenhouse gas emissions of approximately 13,000 tCOe in Scope 1, 6,000 tCOe in Scope
2, and around 105,000 tCOe in Scope 3 (Category: purchased goods and services). The CO
2
-intensity of the production does not change
significantly. The base year is not adjusted as the changes do not exceed cumulative 5% of the total Scope 1,2 (market-based) and 3 emis-
sions.
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Retrospective Milestones and target years
Base year
(for T)
Comparative
(N-)\
Base year
(for T)
(N)
%
(N / N-)
CO
and equivalent    %/
 progress
against base
year  (%) T T
Annual %
target / Base
year 
Scope GHG emissions
Gross Scope  GHG
emissions (tCO
e)
,, ,, ,, (.)%
thereof CO
emissions
(tCO
e) ,, ,, ,, (.)%
(.)%
,, ,, .%
thereof other GHG
emissions (tCO
e) , , , .%
Percentage of Scope 
GHG emissions from
regulated emission
trading schemes (%)
% % %
Scope GHG emissions
Gross location-based
Scope  GHG emissions
(tCO
e) , , , .% (.)%
Gross market-based
Scope  GHG emissions
(tCO
e) , , , (.)%
(.)%
, , .%
Significant scope
GHG emissions
Total Gross indirect
(Scope ) GHG
emissions (tCO
e)
,, ,, ,, .% (.)%
) Purchased goods
and services ,, ,, ,, .% (.)%
there of purchase of
raw materials ,, ,, ,, .% (.)%
,, ,, .%
) Fuel and energy-
related Activities (not
included in Scope  or
Scope )
, , , .% (.)%
) Upstream
transportation and
distribution
, , , (.)%
(.)%
) Downstream
transportation , , , .% (.)%
) Processing of sold
products , , , .% .%
Total GHG emissions
Total GHG emissions
(location-based) (tCO
e) ,, ,, ,,
Total GHG emissions
(market-based) (tCO
e)
,, ,, ,, .% ,, ,, .%
Table notes:
1) For the 2025 targets, the baseline year is 2018; for the 2030 targets, the baseline year is 2024.
2) Scope 2 and Scope 3 data for 2024 have been restated. Scope 2 (location-based) figures were updated due to the revision of Ecoinvent emission factors. The total Scope 3 base-year
values were restated following the exclusion of several Scope 3 categories that cumulatively fell below the 5% of relevant threshold.
3) The reduction percentages shown under “Annual % target / Base year” refer to the planned annual reduction required to achieve the 2030 target over the period 2024–2030.
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Disaggregation of GHG emissions
Assumptions and methodologies
Scope 1 emissions are disaggregated into fuel-related emissions and process emissions. The biggest share of process emissions are geo-
genic emissions which result from the dissolution of carbonate minerals where CO
2
. A much smaller share of process emissions are emis-
sions from additives. The disaggregation excludes biogenic emissions.
Scope   %N/(N-)
Fuel emissions (t CO
)
,,
,,
(.)%
Process emissions (t CO
)
,,
,,
(.)%
Percentage of Scope 1 GHG emissions from regulated emission trading scheme (%)
Assumptions and methodologies
Emissions from regulated emission trading schemes cover all emissions covered the EU ETS. Other emission trading schemes do not
cover Scope 1 emissions of RHI Magnesita.
The percentage of Scope 1 GHG emissions from regulated emission trading schemes is determined by identifying all installations oper-
ated by the undertaking that fall under the EU ETS or other applicable national or non-EU emission trading schemes. For these installa-
tions, only emissions of CO, CH, NO, HFCs, PFCs, SF and NF are considered. The calculation is performed using the same account-
ing period as applied for the reporting of total gross Scope 1 GHG emissions to ensure consistency and comparability.
Scope :   (%)   (%)   (%)
ETS covered emissions (t
CO
)
,
.%
,
.% ,
.%
Not ETS covered
emissions (t CO
)
,,
.%
,,
.%
,,
.%
Emissions from biogenic fuels and additives
In accordance with ESRS E1, biogenic CO emissions are reported separately and excluded from Scope 3 emissions. Any potential bio-
genic CO emissions would relate to the use of sold products and are currently assessed as not material. Based on available information,
no use of biomass by suppliers has been identified. The Group continues to monitor its value chain and will reassess materiality as part of
its regular emissions reporting and supplier engagement.
Direct emissions from biogenic fuels result from the use of charcoal, biofuels for mobile equipment and from biogenic additives to prod-
ucts which oxidise during the production process to CO
2
. Indirect emissions from biogenic fuels are calculated based on Ecoinvent emis-
sion factors.
Emissions from biogenic fuels (t CO
eq)   %N/(N-)
Direct emissions from biogenic fuels and organic additives ,
,
(.)%
Indirect emissions from biogenic fuels ,
,
(.)%
Indirect biogenic emissions from electricity consumption ,
,
(.)%
Percentage of contractual instruments, Scope 2 GHG emissions
Purchased electricity which is not green electricity is categorised as 'None'. All green electricity which does not rely on unbundled at-
tribute claims is categorised as 'Default delivered electricity from the grid (e.g. standard product offering by an energy supplier), sup-
ported by energy attribute certificates'. Green electricity based on an unbundled guarantee of origin (e.g. IREC certificate) is categorised
as 'Unbundled attribute claims'.
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Percentage of contractual instruments, Scope  GHG
emissions
 
MWh %N/(N-) MWh %N/(N-)
None (no active purchases of low carbon electricity)
,
.%
,
.%
Default delivered electricity from the grid (e.g. standard
product offering by an energy supplier), supported by energy
attribute certificates
,
.%
,
.%
Unbundled attribute claims
,
.%
,
.%
Green electricity products from an energy supplier (e.g. green
tariffs)
-
.%
-
.%
Total
,
.%
,
.%
Percentage of GHG scope 3 calculated using primary data
Emissions are categorised as based on supplier data if emissions are either directly provided by supplier or if relevant information (e.g.
emission factors) is provided by a supplier. For purchased raw materials all raw material related emissions are categorised as based on
supplier data if the used emission factor is from a supplier of the raw material class, but not all raw materials considered in a raw material
class are from the providing supplier.
 
Percentage of
GHG Scope 
calculated
using primary
data (E-
ARg)
t CO
Scope
Share of
emissions
based on
supplier data
Share of
Scope
category
among total
Scope
emissions
t CO
Scope
Share of
emissions
based on
supplier data
Share of
Scope
category
among total
Scope
emissions %N/(N-)
Upstream
transportation
and
distribution
,
.% .% ,
.% .% (.)%
Downstream
transportation
and
distribution
,
.% .% ,
.% .% .%
Purchased
goods and
services
,,
.% .% ,,
.% .% .%
thereof
purchased raw
materials
,,
.% .% ,,
.% .% .%
Fuel-and-
energy-related
activities
,
.% .% ,
.% .% .%
Processing of
sold products
,
.% .% ,
.% .% .%
Restatement due to introduction of a 5% materiality threshold and more accurate Scope 3 categorization of sold products. Employee commuting Capital Goods; Waste
Generated in Operations; Business Travel; Use of Sold Products; End-of-Life Treatment; and Investments cumulatively account for less than 5% of total Scope 1,2 and 3
emissions and are considered non-significant. Scope 3 emissions from processing of sold products and use of sold products have been split into these two categories to
enhance accuracy and transparency (previously reported in 2024 all under Scope 3 use of sold products.). Only processing of sold products remains a material emission
category.
Current and future financial resources allocated to action plan (OpEx and CapEx)
Additional cost for green electricity and R&D activities in direct relation to CO
2
emissions (e.g. R&D to increase share of secondary raw
material usage) are considered as relevant OpEx. Future financial resources are estimated based on relevant OpEx in 2025.
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The capex reported considers investments into increasing the Group's recycling rate and investments into CO
2
reduction measures such
as fuel switches or use of waste heat. Future financial resources are projected to remain at levels comparable to those in 2025.
Current and future financial
resources allocated to action
plan   %N/(N-)
CapEx (EUR) ,,
,,
(.)%
OpEx (EUR) ,,
,,
(.)%
Revenue from refractory products that enables decarbonisation in the customer industries (e.g. EAF; ESF; BOF; DRI)
Revenue (in EUR)  
Revenue from refractory products that enables decarbonisation in the customer industries
(e.g. EAF; ESF; BOF; DRI)
,,
,,
The CO
2
KPI is the metric used to measure progress against the Group's 15% relative reduction target against a 2018 base year. In line with
the greenhouse gas protocol the metric is adjusted to reflect changes in the operational footprint due to mergers and acquisitions as well
as divestments (when exceeding cumulatively 5% of Scope 1,2 and 3 raw material emissions). As a result, the metric does not show the
impact of mergers and acquisitions and divestments on the GHG-intensity of the Group. The denominator of the KPI are tonnes of shipped
products excluding resale and sale of raw materials with very low GHG-intensity (raw magnesite and dolomite). The shipped volumes are
corrected by inventory changes of finished goods and GHG-intensive raw materials produced by RHI Magnesita. The metric is not exter-
nally verified. The target did not undergo any significant change in methodology.
The KPI reflects RHI Magnesita's policy commitment to tackle climate change. The target is not a science-based target, and external stake-
holders have not been consulted. The target is based on a bottom-up approach with clearly identified CO
2
reduction levers.
GHG intensity per net revenue
GHG intensity per net revenue   % N / N-
Total GHG emissions (location-based) per net revenue (tCO
eq/Monetary unit) .
.
.%
Total GHG emissions (market-based) per net revenue (tCO
eq/Monetary unit) .
.
.%
Net revenue is disclosed in Note 5 of the Group’s Financial Statements on page 261.
Connectivity of GHG intensity based on net revenue with financial reporting information
Connectivity of GHG intensity based on net revenue with financial reporting information  
Net revenue used to calculate GHG intensity
,,,
,,,
Net revenue is disclosed in Note 5 of the Group’s Financial Statements on page 261.
Disclosure requirement E1-7 – GHG removals and GHG mitigation projects financed through carbon credits
The Group has significant CO
2
emissions within its own value chain and there are large emissions savings that can be delivered for its
customers through improved solutions contracts or other solutions. The Board therefore considers that the priority should be to allocate
capital and other resources to reducing the Group’s own CO
2
footprint and the emissions of its customers rather than investing in carbon
offset projects. The Board believes that taking this approach will deliver a faster, greater and more sustainable decrease in net CO
2
emissions
than could be delivered by allocating capital to offsets.
Disclosure requirement E1-8 – Internal carbon pricing
RHI Magnesita has conducted a thorough evaluation of the implicit carbon pricing approach as a potential element of its sustainability
strategy. While recognising the value of such a mechanism, the Group has opted not to proceed with its adoption at this stage due to the
significant complexity involved in implementation. However, RHI Magnesita remains committed to revisiting this approach as it closely
monitors the evolution of emissions trading schemes and regulatory developments in the countries where it operates. Following this pro-
active approach, the Group remains well-positioned to adapt its strategy to align with emerging sustainability and market requirements.
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Disclosure requirement E1-9 – Anticipated financial effects from material physical and transition risks and potential climate-related
opportunities
The anticipated financial effects from material transition risks and potential climate related opportunities are presented on table of climate-
related risks and opportunities on pages 115-116. Sites exposed to climate hazards are presented on page 118. Currently, there are no material
physical risks.
ESRS E2 Pollution
ESRS 2 General disclosures
Impact, risk and opportunity management
Disclosure requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material pollution-related
impacts, risks and opportunities
As part of the materiality assessment, the impacts, risks, and opportunities associated with pollution of RHI Magnesita’s production sites
were assessed in addition to operational environmental permit requirements. The environmental permit and the related programme for
monitoring emissions and impacts set the minimum requirements for the observation of environmental impacts. This holistic approach
supports the identification and prioritisation of material topics relevant to RHI Magnesita. The DMA process is described on pages 96-99.
As a result, RHI Magnesita has identified that in addition to GHG emissions, RHI Magnesita’s production generates other emissions to air
and can have a negative impact on health and environment. Most of these emissions arise from industrial processes involved in raw material
preparation and refractory production.
Emissions from sources other than RHI Magnesita production sites are not included in the pollution screening. The assessment is based on
emission thresholds defined by the European Pollutant Release and Transfer Register (EC No. 166/2006)
5
and focuses on actual pollution
related to the nature of the IRO. Upstream and downstream value chain emissions were not assessed; however, given that both involve
high-temperature processes, similar pollution impacts are expected.
RHI Magnesita adopts a compliance-driven approach to pollution management, ensuring that all operations meet or exceed the strict
environmental regulations in place. By adhering to enforceable legal standards, such as emission limits and monitoring obligations, the
Group ensures responsible management of pollutants, Production sites are required to record and report their emissions for various param-
eters into the Group's environmental ERP system, ensuring a comprehensive corporate overview of relevant pollutants. Communities were
not consulted for this specific analysis.
Disclosure requirement E2-1 – Policies related to pollution
Policies are formulated with key stakeholder interests in mind and align with the ISO and other internationally recognized standards.
Through its Integrated Management System (IMS) policy, RHI Magnesita is committed to minimising emissions—including both direct and
indirect CO
2
as well as other greenhouse gases—along with reducing pollution and the release of harmful substances. This effort extends
across its operations and applications at customer sites, aiming to mitigate potential negative impacts on human health, and the environ-
ment. This policy underscores the Group's dedication to reducing the environmental impact of its activities to the extent that it is technically
and economically feasible. The Group’s current policy does not fully address all ESRS disclosure requirements. At this stage, IMS policy
updates are not planned, as the existing framework is considered appropriate to support the Group’s current climate management and
reporting approach.
Based on RHI Magnesita's DMA, substances of concern and substances of very high concern are not considered to have material impacts,
risks, or opportunities for the Group. Consequently, there is no stand-alone policy addressing these substances. While the IMS policy
commits to minimising pollution, it does not explicitly include provisions for incidents and emergency situations.
The scope of the IMS policy encompasses RHI Magnesita’s direct operations as well as activities at customer sites. The CTO holds the
highest level of accountability for the policy's implementation within the organisation. The Group’s current policy does not yet fully align
with all ESRS disclosure requirements.
The IMS policy is integrated into the governance framework of the Group’s ISO-certified management systems and is publicly available on
the RHI Magnesita website.
Business partners (upstream and downstream) are expected to adhere to the RHI Magnesita’s Code of Conduct and Supplier Code of Con-
duct.
5
Reporting thresholds applied: Nox.100t/y/plant; SOx: 150t/y/plant; CO: 500t/y/plant; HFC:0.1t/y/plant; Hg: 0.01t/y/plant
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Disclosure requirement E2-2 – Actions and resources related to pollution
The Group adheres to all legal requirements regarding pollution control and proactively takes measures to ensure compliance. In 2025,
several targeted initiatives were implemented to reduce air pollution across the Group's global core operations.
The reported actions, all completed within the reporting year, focused primarily on mitigating dust emissions, with a particular emphasis
on minimising occupational exposure risks. These measures reflect the Group’s ongoing commitment to safeguarding health and main-
taining environmental standards.
To support these efforts, the Group allocated approximately €3.5 million in capital expenditures (CapEx) towards pollution control initia-
tives during the reporting period. Future financial resources are projected to remain at levels comparable to those in 2025.
In line with ESRS E2 AR13, RHI Magnesita extends actions related to pollution prevention and environmental protection across its upstream
and downstream value chain. The Supplier Code of Conduct requires suppliers to comply with applicable environmental laws and regu-
lations, while the RHI Magnesita Code of Conduct sets environmental protection expectations for all business partners. Compliance with
these requirements is supported through supplier on-site assessments, thereby embedding pollution prevention and environmental pro-
tection practices throughout the value chain.
Metrics and targets
Disclosure requirement E2-3 – Targets related to pollution
The Group is currently not planning to establish specific pollution-related targets and continues to follow a compliance-driven approach.
Air pollution across its operations is subject to stringent regulatory requirements, including enforceable emission limits and mandatory
monitoring obligations. By prioritising full adherence to these legal standards, the Group ensures that emissions remain within permissible
levels and that the effectiveness of its policies and actions is consistently monitored and maintained.
Disclosure requirement E2-4 – Pollution of air, water and soil
Soil and water pollution were assessed as part of RHI Magnesita’s double materiality evaluation and were deemed immaterial to the Group’s
value chain. The assessment considered the nature of industrial processes, mining activities, existing environmental controls, and regula-
tory compliance measures, which mitigate significant risks in these areas. As a result, no material impacts, risks, or opportunities were iden-
tified related to soil and water pollution.
Main emissions to air from the production of refractory and refractory raw materials are (nitrogen oxides) NOx and sulfur oxides SOx emis-
sions. Other pollutants relevant for certain sites are dust (reported as PM10), carbon monoxide (CO), hydrogen chloride (HCl) and mercury
(Hg). Additionally, emissions from Hydrofluorocarbons (HFCs) from air conditioning are relevant at certain sites. Mercury, hydrogen chloride
and carbon monoxide emission levels are reported; however, E2-5 pollutants of high concern are not material, as the products do not
contain these pollutants.
RHI Magnesita has implemented significant actions in recent years to reduce its NOx emissions across key regions. These efforts have led
to a 61% reduction in China, a 33% reduction in North America, and a 35% reduction in Europe, and 42% reduction in South America
(compared to 2018), resulting in an overall substantial decrease in NOx emissions
6
. SOx emissions also reduced over time through invest-
ment into SOx abatement technologies. CO emissions typically occur at the abnormal operating conditions of kilns when incomplete com-
bustion occurs. Emissions are quite stable over time. Unabated HCl emissions stem from the naturally occurring chloride content in fuels
and raw materials, which is released as hydrogen chloride during high-temperature processing. Hydrofluorocarbons (HFC) emissions re-
duced compared to 2024 due to reductions in major Brazilian plants. Reported PM10 emissions reduced significantly due to a reduction of
plants which exceed the reporting threshold as a result of operational improvements.
Pollution-related data is collected annually or for very few sites monthly via the Group environmental ERP-system. Depending on the
pollutant required information are pollutant-concentration in off gas and off gas volumes, consumption of HFCs.
Air pollutants methodology at RHI Magnesita
RHI Magnesita systematically monitors key air pollutants, including nitrogen oxides (NOx), sulfur oxides (SOx), carbon monoxide (CO), dust,
hydrogen chloride (HCL), hydrofluorocarbons (HFCs), and mercury (Hg). While NOx, SOx, and CO emissions primarily result from combus-
tion processes, mercury emissions originate from its presence in certain raw materials and coal used as fuel.
Given its global operations, RHI Magnesita adheres to local regulatory standards for air pollutant monitoring.
Monitoring is carried out in alignment with the applicable EU BREF standards for ceramics and magnesium oxide. Where BREF guidance is
not applicable, equivalent internationally recognised benchmarks are applied.
6
NOx emission reductions are calculated based on total emissions, including volumes below applicable reporting thresholds.
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Sites in Europe comply with EN standards, while the U.S. facility follows EPA reference methods, integrating both continuous and periodic
stack testing. In China and India, sites align with national air quality regulations, while Brazilian operations adhere to CONAMA standards,
utilizing monitoring instruments and methodologies comparable to those in Europe and the U.S.
Emissions are measured from off-gases of relevant production units, either continuously or on a spot basis, as specified by environmental
permits that define monitoring locations, frequency, and methodologies. Total emissions are calculated based on pollutant concentration
per cubic meter of off-gas and total annual off-gas volumes.
Where automated measurement systems (AMS) are used, calibration tests are performed in accordance with applicable regulatory, tech-
nical, and permit-based requirements to ensure the accuracy and reliability of measured data.
For compliance reporting purposes, all sites are recommended to report the results from spot measurement campaigns with exception from
China facilities that emission monitoring is direct connected with authorities.
Periodic and spot measurements are conducted and/or verified by independent accredited laboratories where required by regulation or
permit conditions. In jurisdictions with direct regulatory oversight of emissions data, such oversight is considered to provide equivalent
assurance.
Dust emissions occur both as piped emissions (e.g. from chimney as part of the offgas) from the firing process, but also during the storage
and handling of raw materials and fuels (e.g. conveyors or elevators), and from grinding and milling processes or as diffuse emissions (e.g.
from dusty roads in plants). For channeled dust emission from combustion, emission measurement is typically done as part of the other air
pollutant measurements as spot measurement. For channeled dust emissions from non-combustion sources (e.g. dedusting units in dusty
production areas), additional spot measurements are taken. Frequency of measurements is once or a few times per year in line with local
applicable law. Total dust emissions are calculated based on measurements where concentrations are measured and offgas volumes (same
as for other air pollutants).
For HFC emissions, direct measurement is not feasible; instead, mass balance calculations ensure a more accurate and reliable estimation
compared to online analysers.
HFCs, commonly used in air conditioning, are accounted for by tracking all inputs and outputs, minimizing measurement uncertainties.
Where historical data is incomplete, HFC emissions are estimated based on production volumes, maintaining consistency in reporting. RHI
Magnesita follows the recommended approach for both equipment manufacturers and users who maintain their own equipment, estimat-
ing HFC emissions based on the quantity of refrigerant purchased and used, in accordance with the GHG Protocol. This “Sales-Based
Approach” requires data that should be available from entity purchase and service records, and tracks emissions from equipment manu-
facturing (producers) or installation (users), operation, servicing, and disposal. The Group has restated its 2024 emissions data for SO, NO
and other regulated air pollutants as it introduced reporting thresholds provided by the European Pollutant Release and Transfer Register
(E-PRTR) resulting in lower total pollutant emissions being reported. Furthermore, dust is newly reported as PM10 and the respective 2024
figures are presented in this report to enhance comparability.
NOx emissions
t NOx   %N/N-)
India 

.%
China & East Asia -
-
.%
North America ,
,
.%
Latin America ,
,
(.)%
Europe & CIS ,
,
(.)%
Middle East, Türkiye & Africa 

(.)%
Total ,
,
(.)%
SOx emissions
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t SOx   %N/N-)
India -
-
.%
China & East Asia -
-
.%
North America 

.%
Latin America -

(.)%
Europe & CIS -
-
.%
Middle East, Türkiye & Africa -
-
.%
Total 
 (.)%
Other air pollutants emissions
t Other air pollutants   %N/N-)
CO ,
,
(.)%
HFC
(.)%
Hg -
.
(.)%
HCl 

.%
Particulate Matter (PM) 

(.)%
Disclosure requirement E2-6 – Anticipated financial effects from pollution-related risks and opportunities
The Group omits information prescribed by ESRS E2-6 – except paragraph 40b.
During the reporting period, the Group did not incur any operating or capital expenditures in connection with major pollution-related
incidents, as no such incidents occurred. Environmental deposits are only relevant in relation to potential soil pollution. As soil pollution is
not material to the Group’s activities, no significant deposits were recognized during the reporting period.
ESRS E3 Water and marine resources
ESRS 2 General disclosures
As part of its DMA, RHI Magnesita conducted a thorough evaluation of its operations, upstream and downstream value chain, and sector-
specific context to identify water-related impacts, risks, and opportunities. This assessment was guided by RHI Magnesita’s global sustain-
ability team, alongside subject matter experts in health, safety, and environmental management.
Impact, risk and opportunity management
Disclosure requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material water and marine
resources-related impacts, risks and opportunities
Water usage in refractory manufacturing
The refractory industry primarily relies on raw materials, energy, and heat, with minimal water dependency. While certain processes such
as mixing, forming, cooling, and dust suppression require water, overall consumption remains significantly lower than in water-intensive
industries like agriculture or textiles.
Water consumption within RHI Magnesita’s operations is primarily associated with process cooling, including applications in the Rotary
Kiln, Venturi Scrubber, and Flotation systems. Additionally, water is utilised for laboratory and sanitation purposes, such as in toilets, showers,
and water coolers. Another key area of water use is dust suppression, which helps control airborne particulates in mining and production
activities, ensuring compliance with environmental standards and workplace safety regulations.
Assessment of water impact in RHI Magnesita’s value chain
RHI Magnesita assessed the impact of its mining sites with highest water inflow (covering 90% of RHI Magnesita's water inflow) is based on
criteria outlined in the EU Water Framework Directive. The assessment considered site-specific operational characteristics, and their po-
tential impact on water quality and availability. Based on this evaluation, the impact on surface water availability is considered to be low as
surface water is mainly used for cooling which is fed back to the source water stream. The impact on water quality is considered to be low
as mining water does not cause acid mine drainage due to the chemical composition of the mines.
Marine resources were assessed as part of the double materiality analysis but were not identified as material, as the company’s refractory
production and supply chain do not involve marine resource extraction, marine ecosystems, or related environmental impacts. A river basin
assessment was conducted using the WWF Water Risk Filter. The Group's operations do not rely on significant water consumption, and do
not cause relevant discharges into surface or groundwater bodies.
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To ensure compliance with local laws and to proactively conserve resources, RHI Magnesita has conducted a water scarcity risk assessment
using the WWF Water Risk Filter, which helps identify and mitigate potential vulnerabilities.
Additionally, RHI Magnesita has an established water management approach, which includes internal measures to enhance sustainable
water use, incorporating best practices for monitoring, conservation, recycling and responsible water discharge.
Water withdrawal is monitored through the installation of water meters at usage units, with monthly readings conducted to track consump-
tion trends. Conservation measures include the implementation of water efficiency measures such regular inspections key consuming fa-
cilities and maintenance to prevent leaks and awareness campaigns to promote water-saving behaviours. To further optimize water use,
RHI Magnesita implements recycling and reuse initiatives, including the utilisation of drained underground water for beneficiation pro-
cesses and dust suppression, internal recycling in rotary kiln cooling and gas scrubbers, and rainwater harvesting from mine pits for storage
and future use. Wastewater management practices involve the establishment of rainwater harvesting pits for groundwater recharge, con-
nections to sewage treatment plants (STPs) and effluent treatment plants (ETPs) where applicable, and the use of soak pits in limited cases.
These measures collectively contribute to the sustainable management of RHI Magnesita’s water sources and consumption across its op-
erations.
RHI Magnesita sources its water from multiple channels, including tap water purchased from municipal utilities, groundwater extracted
from borewells and mine pits, and surface water supplied by industrial partners.
Water risk management in the supply chain
RHI Magnesita actively monitors water-related risks in its upstream supply chain, with a particular focus on raw material mining. Environ-
mental compliance of suppliers is assessed through desk-based risk evaluations and on-site audits. To date, no signifcant water shortages
or related risks have been identified in supplier operations.
Communities were not directly consulted in the identification of material impacts, risks, and opportunities, as RHI Magnesita maintains close
relationships with key communities through dedicated personnel at various sites. This ongoing engagement provides a comprehensive
understanding of community priorities, enabling the Group to effectively align its initiatives with local needs.
Conclusion
Given the refractory industry’s low water dependency, RHI Magnesita has determined that water-related concerns do not constitute a ma-
terial ESG issue. Following ESRS methodology for scale, scope and remendability, the overall impact score at 4 - below the materiality
threshold of 5 - confirming that water is a non-material ESG factor for RHI Magnesita. Comparative benchmarking with water-intensive
industries reinforced this conclusion.
However, the Group remains committed to ongoing monitoring, compliance, and best practices in water management, ensuring that po-
tential risks are minimised.
ESRS E4 Biodiversity and ecosystems
ESRS 2 General disclosures
As part of its DMA, RHI Magnesita has conducted an evaluation of its biodiversity-related impacts, dependencies, risks, and opportunities.
The assessment included key mining sites located in Austria (3), China (1), USA (1), Brazil (1), and Türkiye (1). Mining activities, including land
degradation, blasting, and land use, were assessed for their impact on biodiversity, while also considering potential positive contributions.
Impact, risk and opportunity management
Disclosure requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material biodiversity and
ecosystems-related impacts, risks and opportunities
The identification and assessment of biodiversity-related impacts, risks and opportunities is conducted as part of the Group’s double ma-
teriality assessment process. The process includes an initial screening of operations and value chain activities, followed by a site-level risk
assessment using external tools such as the WWF Biodiversity Risk Filter in 2023 and internal environmental data. Identified impacts are
assessed based on scale, scope and remediability, and reviewed to determine materiality. The process involves input from environmental
and operational experts and is updated periodically to reflect significant changes in operations, regulatory requirements and environmental
conditions. Since the initial assessment the company did not significantly change its biodiversity impact and exposure; therefore, a com-
plete revision of the assessment was not conducted.
The assessment considers the location of operations, proximity to communities and sensitive ecosystems and the nature of mining and
processing activities in order to identify potential impacts on ecosystem services and to assess whether such impacts can be avoided or
minimised through existing operational and management practices.
Engagement with local communities is conducted through ongoing site-level interactions and stakeholder engagement processes. While
no dedicated consultations were carried out specifically for biodiversity risk identification, local insights are considered through established
communication channels and operational oversight.
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Based on this assessment, biodiversity was not identified as a material topic for the Group. This conclusion reflects the limited physical
footprint of the Group’s mining activities, the predominance of long-established sites, and the absence of large-scale greenfield develop-
ments.
The materials extracted are non-hazardous, do not generate acid mine drainage and require limited processing, resulting in limited tailings
or overburden. Changes in land use are minimal and managed in line with permitting requirements, with only minor annual variations and
ongoing rehabilitation activities. In addition, recycling activities reduce the need for primary raw material extraction and thereby contribute
to limiting pressures on ecosystems.
On this basis and considering the limited proximity of most sites to sensitive ecosystems or community-dependent biodiversity, biodiver-
sity-related impacts, risks and opportunities were assessed as non-material at Group level.
Contribution to direct impact drivers on biodiversity loss
RHI Magnesita acknowledges that raw material extraction may contribute to biodiversity loss through land-use change and pollution. The
following mitigating measures are in place:
The Group’s mining operations occupy a small environmental footprint, with some sites utilising underground mining to reduce surface
disruption. In 2025, land use increased by 1% from mining or storage of tailings, while in 2024, no additional land area was occupied by
RHI Magnesita’s mines, with rehabilitation efforts conducted in line with local regulations.
RHI Magnesita enforces stringent environmental controls to mitigate pollution from dust emissions and wastewater discharge. The raw
materials extracted are non-hazardous and do not produce acid waste runoff or significant tailings.
The Group’s activities do not introduce invasive alien species or exploit biodiversity beyond standard mineral extraction processes. Negative
impacts on threatened species have not been identified.
Given the refractory industry’s low water dependency, biodiversity risks associated with water use are deemed immaterial. Practices in water
management are described in ESRS E3 IRO-1.
Impacts on species and ecosystems
RHI Magnesita’s operations do not significantly affect species population size or global extinction risks. The RHI Magnesita’s approach to
mining, primarily in long-established sites, ensures that most biodiversity disturbances occurred at the initial development stage rather
than through ongoing operations. Rehabilitation programmes further mitigate residual impacts.
As part of the assessment of biodiversity-related impacts, the Group evaluated whether specific biodiversity mitigation measures, including
those under EU nature conservation legislation or equivalent international standards, were required. Based on this assessment and the
characteristics of the Group’s operations, no additional mitigation measures beyond existing regulatory and permitting requirements were
identified as necessary. Where applicable, site activities are subject to environmental impact assessments and national permitting pro-
cesses aligned with relevant EU or international standards.
Additionally, RHI Magnesita’s operations do not heavily depend on ecosystem services such as pollination, water purification, or carbon
sequestration. The primary dependency remains on raw mineral extraction.
Biodiversity materiality assessment approach
RHI Magnesita conducted a biodiversity risk screening using the WWF Biodiversity Risk Filter. This analysis identified four primary drivers
of biodiversity loss relevant to RHI Magnesita’s operations: climate change, pollution, land and water use change, and tree cover loss. The
screening highlighted water scarcity and extreme heat as potential dependencies at certain locations but did not indicate direct exposure
to systemic biodiversity risks.
While some mining sites are located near biodiversity-sensitive areas, the RHI Magnesita does not anticipate negative effects. This is sup-
ported by the fact that most mining sites do not have specific legal requirements related to protected areas within their operating licences.
Additionally, RHI Magnesita consistently undertakes land rehabilitation initiatives across its mining operations to mitigate biodiversity-re-
lated risks. The company has not identified negative impacts on threatened species. Main mining sites of the company are:
Brumado (Brazil)
York (USA, Pennsylvania)
Chizhou (China, Anhui province)
Breitenau (Austria)
Hochfilzen (Austria)
Radenthein (Austria)
Eskisehir (Türkiye)
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RHI Magnesita recognises the interconnection between biodiversity risks and climate risks, particularly in the context of its mining and
production operations. Through the physical climate risk assessments, conducted in a regular basis, the Group gathers valuable insights
into the vulnerability of certain operational sites to chronic and acute climate hazards, such as temperature fluctuations, heat stress, soil
erosion, and flooding. These climate-related factors can indirectly influence biodiversity by altering ecosystems, disrupting natural habitats,
and impacting soil and water quality. However, the findings indicate that the Group’s overall exposure to physical climate risks remains
limited, primarily due to two key factors: the lack of immediate threats at most flagged sites and the Group’s proactive risk management
approach. For details, see E1 Climate Change – Climate-related physical risks.
In 2025, two small mining sites were acquired as part of the Resco acquisition. Despite their limited size and production capacity, both sites
were assessed for biodiversity-related risks in line with the Group’s due diligence processes.
In addition, the Group’s main recycling sites underwent biodiversity risk screening as part of the EU Taxonomy assessment. The results
indicated no material biodiversity risks.
Despite approximately 43% of raw materials being sourced from its own mines, RHI Magnesita’s DMA found that the land-use change
impact does not meet the materiality threshold. The assessment assigned a ‘Scale’ score of 5, a ‘Scope’ score of 3, and a ‘Remediability’
score of 5, resulting in an average score of 4.33, which falls below the threshold for materiality. Consequently, while land-use change is
acknowledged as a contributing factor, it does not constitute a significant material impact within the RHI Magnesita’s operational framework.
Biodiversity risk management in the supply chain
RHI Magnesita actively assesses biodiversity-related risks within its supply chain, particularly regarding raw material procurement. Supplier
compliance is monitored through risk evaluations and on-site assessments. To date, only one supplier has been identified with a potential
biodiversity-related concern which will be monitored during 2026. Newly acquired entities were also included in this assessment and did
not give rise to any additional material biodiversity-related impacts or risks. Given RHI Magnesita’s stringent supplier standards and the
nature of procured materials, overall biodiversity risks are assessed as limited.
Stakeholder considerations and Management conclusion
External stakeholders indicated that biodiversity is a high priority for them, but RHI Magnesita’s management determined that RHI Magne-
sita’s operational footprint and biodiversity impact profile did not meet the materiality threshold compared to other sustainability impacts,
risks and opportunities. Communities were not consulted for this specific analysis.
Management’s conclusion is based on a thorough assessment of RHI Magnesita’s mining activities, which demonstrate a limited and con-
trolled nature of change in land-use annually. RHI Magnesita’s mineral extraction operations are primarily confined to existing, long-estab-
lished mining sites, with minimal expansion and a strong focus on land rehabilitation. Additionally, there are no inherent biodiversity risks
beyond localised land-use effects, as the RHI Magnesita’s mining processes do not involve hazardous materials, invasive species, or signif-
icant ecosystem dependencies. Furthermore, RHI Magnesita remains committed to mitigating environmental impacts through strict adher-
ence to regulatory requirements and proactive rehabilitation measures. It has not been concluded whether biodiversity mitigation
measures, as outlined in relevant EU directives or international standards, are necessary.
ESRS E5 Resource use and circular economy
ESRS 2 General disclosures
Impact, risk and opportunity management
Disclosure requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material resource use and
circular economy-related impacts, risks and opportunities
As part of its double materiality assessment, RHI Magnesita identifies and evaluates material impacts, risks and opportunities related to
resource use and the circular economy across its value chain, with a particular focus on resource inflows, resource outflows and waste.
A key material topic identified is the efficient use of raw materials and resources, including the use of recycled materials, which is
embedded in the Group’s Integrated Management System (IMS) policy. This topic was assessed as material due to its relevance for
environmental performance, cost efficiency and long-term resource security.
The assessment follows a structured, data-driven approach and considers material flows, recycling rates, waste generation and the
potential for circular use of materials across upstream, own operations and downstream activities. Internal operational data, industry
benchmarks and expert input are used to identify and assess impacts, risks and opportunities.
In addition to risk mitigation, the assessment identified opportunities related to downstream activities, in particular the recycling of non-
refractory materials. These activities create new revenue streams, broaden market reach and support the transition towards a more
circular business model.
The outcomes of this assessment inform strategic decision-making, including the prioritisation of recycling initiatives, the increased use of
secondary raw materials and the development of circular solutions for customers. In this way, the management of resource use and circu-
larity contributes both to reducing environmental impacts and to strengthening the Group’s long-term business performance.
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RHI Magnesita maintains its industry leadership in utilising recycled minerals and recycling has been the major reduction lever to achieve
the Group’s CO
2
emissions reductions target. The reuse of one tonne of recycled refractory material prevents approximately 1.6 tonnes of
CO emissions compared to virgin raw materials, making recycling the most effective short-term lever to achieve the Group’s 2025 emis-
sions intensity target. Beyond emissions reduction, recycling supports waste management and the circular economy for customers. While
refractory recycling was historically limited by lower performance levels of reclaimed materials, RHI Magnesita has successfully demon-
strated through innovative processes and operational examples that recycled materials can now be used without compromising perfor-
mance.
In 2025, the company achieved a recycling rate of 15.9% for the full year, surpassing its established target of 15%. More than 400 kt of
recycled materials were incorporated into the production of refractory finished products and metallurgical additives. The expanded use of
secondary raw materials generated approximately €50 million in cost savings and avoided around 550 kt of CO emissions, representing
a substantial advance in resource efficiency and circularity.
Disclosure requirement E5-1 – Policies related to resource use and circular economy
Through its IMS policy, RHI Magnesita strives to increase the usage of recycled materials and promote and develop the circular economy
wherever possible. This effort extends across its operations and applications at customer sites, aiming to mitigate potential negative impacts
on the environment. This policy underscores the Group's dedication to reducing the environmental impact of its activities to the extent that
is technically and economically feasible. The Group's IMS policy is globally applicable and does not specifically address or exclude stake-
holder groups. The IMS policy does not explicitly address the use of renewable resources or sustainable sourcing of renewable materials.
This reflects the nature of the refractory industry, which relies predominantly on mineral-based raw materials for which the availability and
applicability of renewable alternatives are inherently limited.
The scope of the IMS policy encompasses RHI Magnesita’s direct operations as well as activities at customer sites, but it does not extend to
the upstream and other downstream stages of RHI Magnesita’s value chain. The CTO holds the highest level of accountability for the pol-
icy's implementation within the organisation.
No third-party standards or initiatives are respected through implementation of the policy. For setting the policy, the Group did not consult
with external stakeholders. The IMS policy is integrated into the governance framework of the Group’s ISO-certified management systems
and is publicly available on the RHI Magnesita website.
The Group has a global sourcing guideline for recycling, which aims to provide guidance on purchasing of spent refractories and indicates
the recyclability of spent refractories of different industries. This guideline applies to all global regions and all the personnel involved in
the purchasing process of spent refractories.
Disclosure requirement E5-2 – Actions and resources related to resource use and circular economy
The Group has taken substantial steps to enhance its use of circular raw materials, aligning with its commitment to resource efficiency and
circular economy principles. In 2025, the Group invested approximately €1.9 million to expand processing, sorting, and storage capacities
at recycling sites. These investments are aimed at increasing the integration of secondary raw materials into production processes. Addi-
tionally, €2.8 million was allocated to research and development (R&D) initiatives focused on improving recycling methods and product
formulations to accommodate a higher share of circular materials. Future financial resources allocated to recycling CAPEX are projected to
be ca. €2.9 million in 2026.
The Group anticipates maintaining similar levels of spending in the future to sustain its progress in this area. Key actions include advancing
R&D to refine product recipes and investing in internal recycling operations to ensure efficient processing of circular raw materials. Since
2018, these efforts have enabled a consistent increase in the share of circular raw materials used, driven by the continuous development
of recycling capacities, R&D advancements, and strategic sales initiatives.
Recycling
To strengthen our commitment to resource efficiency and circular economy principles, the Group prioritises recycling activities as a key
component of its sustainability strategy. This involves implementing waste management systems, optimising the recovery of materials from
production processes, and ensuring the reintegration of recycled content into new products. Furthermore, the Group actively collaborates
with stakeholders across the value chain to drive resource efficiency, minimising landfill dependency, and advance cutting-edge recycling
technologies. These efforts not only reduce our environmental footprint but also support regulatory compliance and deliver long-term
operational cost efficiencies.
2025 highlights in recycling initiatives
In 2025, the Group advanced its recycling performance through a series of targeted technological and process improvements. Key
achievements included the rollout of DGG recycling in Chizhou (China), the start-up of MU production in Vietnam, and the increased use
of recycled materials in basic mixes across LATAM—while consistently maintaining product quality and expanding recycling in tundish
mixes.
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To accelerate progress toward the Group’s ambition of achieving a 20% recycling rate by 2030, RHI Magnesita continues to pursue both
organic growth and the establishment of regional recycling hubs as a key implementation lever to scale circular materials. As part of this
strategy, the company is expanding its recycling footprint beyond Europe. In June 2025, it announced a strategic joint venture with BPI,
Inc. to drive circular economy initiatives in North America. By combining RHI Magnesita’s global refractory expertise with BPI’s local infra-
structure, sourcing capabilities, and technical processing know-how, the partnership is expected to enable higher regional recycling rates
and strengthen long-term innovation in secondary raw material processing.
The Group also continued to set industry benchmarks in recycling technologies. Within the EU Horizon Research Project ReSoURCE, sig-
nificant progress was made with the commissioning of the automated sorting system RAPTOR (Refractory Automated Precision Technology
for Optimized Recovery) at RHIM Mireco’s facility in Mitterdorf. Designed to efficiently process particles as small as 16 mm using advanced
LIBS (Laser-Induced Breakdown Spectroscopy) and HSI (Hyperspectral Imaging) technologies, RAPTOR marks an important step forward in
precision and sensor-based sorting of spent refractories.
Throughout 2025, RHI Magnesita’s R&D and technology teams focused on optimizing the RAPTOR 1 pilot system following its installation
in late 2024. Improvements were implemented across singulation, sensor calibration (3D, LIBS, HSI), scanner control, ejection timing, and
maintainability, resulting in a stable performance level suitable for industrial deployment. In parallel, the engineering of a mobile convey-
ance system for automatic transport of sorted fractions into dedicated bins was completed, enabling flexible on-site operation. Enhanced
data logging and quality assurance capabilities now ensure full traceability and compliance with future certification requirements. With a
technically mature pilot setup and a defined mobile handling concept, RAPTOR 1 is ready to progress toward full industrial implementation.
Metrics and targets
Disclosure requirement E5-3 – Targets related to resource use and circular economy
RHI Magnesita has established ambitious targets to enhance resource efficiency and circular economy efforts, focusing on increasing re-
cycling and reducing waste. The Group aims to increase the share of secondary raw materials in its products, targeting 15% by 2025 and
20% by 2030, reinforcing its commitment to integrating circular materials into production and minimising primary raw material use. This
is a relative target.
These targets apply to refractory and metallurgical product operations, covering upstream and downstream value chains within relevant
geographical boundaries. The focus on secondary raw materials directly supports the waste hierarchy’s recycling layer.
The targets were set in 2018, when the recycling rate was below 4%. The 15% target for 2025 serves as an interim milestone toward 2030.
Key considerations in setting the targets include recycling availability, market development, and supply chain integration. The targets are
voluntary and not based on scientific thresholds, and stakeholders were not involved in the target-setting process. Nevertheless, they re-
flect RHI Magnesita’s long-term vision to reducing environmental impacts, minimizing dependency on primary raw materials, and advanc-
ing circular economy practices. The target metric has remained unchanged since its introduction to ensure consistency in tracking progress
over time.
Both targets contribute to reducing the depletion of primary raw material resources by substituting virgin inputs where technically feasible;
however, the level of substitution is currently limited by technological constraints and product performance requirements, which restrict
the use of recycled materials in certain applications.
Disclosure requirement E5-4 – Resource inflows
A substantial portion of the Group’s inflow consists of purchased raw materials used in refractory production, which often involve energy-
and CO
2
-intensive processing. Therefore, increasing the use of circular raw materials is a critical focus for addressing the environmental
impacts associated with resource inflows.
Refractories cannot be reused because they no longer meet functional performance requirements, but they can be recycled because their
raw material value remains, therefore, overlapping categories of reuse and recycling are not applicable. Material inflow data is primarily
sourced from direct measurements, ensuring accuracy. A small share of auxiliary materials is estimated where plants are not covered the
the corporate ERP system.
The main material inflows include water, purchased raw materials, auxiliary materials, resale items and packaging. These are calculated
based on direct measurements, with minor estimations applied only when necessary.
In 2025, the total resource inflow amounted to approximately 11.0 million tonnes. Of this, around 0.6% (65,000 tonnes) was biological
material. Due to the low share of biological materials in the Group’s overall resource inflow, sustainably sourced biological materials are not
a significant component of the Group's material portfolio. All metrics are not validated by an external body.
A notable achievement in 2025 was the utilisation of 239.000 tonnes of externally sourced secondary raw materials in production, repre-
senting 2% of total material inflows. This demonstrates the Group’s ongoing efforts to integrate circular raw materials into its operations,
thereby reducing reliance on primary raw materials with higher environmental impacts.
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The biggest share of inflow is water. In 2025 the inflow of water was around 8 million m resulting in around 77% of total material inflow. Of
these the biggest share is water from its mining operations.
To ensure accurate tracking and reporting, material inflows are recorded in the Group’s enterprise resource planning ERP system and in its
environmental IT system. For production plants not covered by the central ERP system, material volumes are estimated based on finished
goods production. The reported figures exclude inflows for capital expenditure projects and own-mined raw materials, while double count-
ing is prevented by employing a distinct recycling classification within the ERP system.
Resource inflow
Assumptions and Methodology
The Group captures in its enterprise resource planning tool the actual material inflows. Water inflow is measured on plant level and re-
ported via environmental IT system. Material inflow considers purchased raw materials, trading goods, packaging, spare parts, and auxiliary
materials and water, excluding own-mined raw materials, and material inflow for capex projects. For plants not considered in the central
enterprise resource planning tool, volumes are estimated based on finished goods production volumes. For the calculation of the share of
sustainably sourced biological materials and the weight of externally sourced secondary reused or recycled materials, the denominator
corresponds to the overall total weight of materials used during the reporting period. The reported weight reflects the material in its original
state.
Resource inflow (E- ///)   %N/N-)
t materials .
.
(.)%
Percentage biological materials .% .% .%
Percentage secondary raw materials .% .% .%
Financial resources (CapEx and OpEx)
Assumptions and Methodology
The Capex reported considers expenditures to increase the company's recycling rate (excluding acquisitions). The Opex reported considers
R&D Opex aimed at increasing the company's recycling and excludes maintenance opex of recycling sites.
Financial resources   %N/N-)
Recycling Capex in EUR ,,
,,
(.)%
Recycling Opex in EUR ,,
,,
.%
Recycling rate         %N/(N-)
Use of Secondary raw materials
(%) .% .% .% .% .% .% .% .% .%
The impact of acquisitions on the recycling rate has been assessed by taking into account the BPI acquisition (effective 21 August 2025)
and the fact that Resco plants have historically not utilized recycled raw materials. For methodological consistency, the baseline raw ma-
terial demand is derived from global supply chain planning data and excludes projects planned for 2026. Based on these assumptions and
calculations, the recycling rate (RR) is estimated at 16.2%.
Assumptions and Methodology
The recycling rate represents the total usage of circular raw materials—such as external recycling, by-products, and obsolete inven-
tory—in the production of refractory finished goods and metallurgical products.
The reported usage data reflect materials in their original physical state as recorded at the point of purchase or use. No further adjust-
ments or conversions, such as recalculation to dry weight or normalised values, are applied.
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Other Recycling
KPIs         %N/(N-)
Recycling quantity
(tonnes) , , , . . . . . .%
CO
savings due to
recycling (tonnes)
, , , , , , , , .%
Disclosure requirement E5-6 – Anticipated financial effects from resource use and circular economy-related impacts, risks and
opportunities
The Group omits information prescribed by ESRS E5-6.
Social information
ESRS S1 Own workforce
ESRS 2 General disclosures
RHI Magnesita has identified impacts, risks, and opportunities related to its own workforce through its Double Materiality Assessment (DMA).
Health and safety, working conditions, and human rights have been assessed as material topics under both impact and financial materiality
dimensions. The DMA integrates Impact, Risk and Opportunity (IRO) considerations across the value chain. Further details on the materi-
ality assessment process are presented in ESRS 2 IRO-1 on pages 96-99.
Disclosure requirement related to ESRS 2 SBM-2 – Interests and views of stakeholders
RHI Magnesita is committed to creating sustainable and shared value for its stakeholders, including its own workforce. Engagement with
employees and workforce representatives supports the understanding of workforce-related interests, expectations, and potential human
rights impacts, and informs the Group’s strategy and business model. Employee perspectives are gathered through regular dialogue, inter-
nal communication channels, and established employee representation structures, and are considered in decision-making related to op-
erational practices, health and safety, working conditions, and talent development. Respect for human rights, including fair working con-
ditions and occupational safety, forms an integral part of the Group’s sustainability approach and contributes to long-term value creation.
Further information on our stakeholders and stakeholder engagement is provided on pages 20-27 of the Annual Report.
Disclosure requirement related to ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and
business model
RHI Magnesita employs approximately 15,500 employees and engages around 5,500 contractors across its global production sites. The
Group’s own workforce therefore comprises both directly employed personnel and workers provided by third-party undertakings, particu-
larly in operational, maintenance, and site-based roles.
Due to the asset-intensive and operationally demanding nature of its activities, these worker groups are exposed to material occupational
health and safety risks. In addition, forced labour has been identified as a material potential impact, particularly in relation to contractor
workforces, where the Group has comparatively less direct control over recruitment practices and working conditions.
Findings from the Double Materiality Assessment indicate that there is a potential impact of forced labour in certain regions, including parts
of BRICS countries, Asia, Africa, and Middle and South America, where regulatory oversight and enforcement mechanisms may be less
robust. While no systemic incidents have been identified within the Group’s operations, the potential severity of such impacts on individ-
uals’ rights and wellbeing makes prevention and mitigation a strategic priority.
These potential impacts do not affect the entire workforce equally but primarily relate to contractors and site-based workers in specific
regions, while the majority of directly employed staff are subject to more standardised employment conditions and internal controls.
Addressing these is essential to safeguarding employee welfare, ensuring operational continuity, and supporting the long-term resilience
of the business model.
Impact, risk and opportunity management
Disclosure requirement S1-1 – Policies related to own workforce
Health and Safety
RHI Magnesita’s Health and Safety Policy is aligned with ISO 45001 and applies to both its own workforce and contractors working on
Company sites. The policy reflects the Group’s commitment to preventing occupational health and safety risks and to continuously im-
proving safety performance through structured management systems and controls, however, it is not aligned with ESRS requirements.
All hazardous activities are subject to formal risk assessments, and appropriate preventive and protective measures are implemented to
minimise exposure to health and safety risks. Temporary and agency workers are fully covered by the Group’s Health and Safety
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Management System and are afforded the same level of protection as permanent employees. In addition, young and inexperienced workers
are subject to specific work restrictions and enhanced supervision to ensure they are not exposed to high-risk activities without adequate
training and oversight.
The Group applies consistent health and safety standards across all operations and monitors impacts on employees and contractors using
the same policies, procedures, and performance indicators. This approach ensures a uniform level of protection and supports continuous
improvement in safety outcomes.
Human Rights and Labour Standards
RHI Magnesita is firmly committed to respecting and promoting human rights across its operations, in line with the United Nations Guiding
Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, and the OECD Guidelines
for Multinational Enterprises. These international standards form the foundation of the Group’s approach to responsible business conduct.
The Group’s Human Rights Policy and Code of Conduct set out clear expectations regarding fair labour practices, freedom of association,
equal treatment, and the strict prohibition of child labour, forced labour, modern slavery, and human trafficking. These principles apply to
all employees, irrespective of role or contract type, and are also reflected in expectations placed on business partners, contractors, and
other third parties operating on behalf of the Group.
RHI Magnesita recognises that child labour and forced labour represent a significant human rights risk in certain parts of the world, partic-
ularly in regions where socio-economic challenges, weak enforcement of labour legislation, or governance limitations may exist. In contrast,
operations in regions with strong regulatory frameworks and enforcement mechanisms, such as Europe, North America, Singapore, and
South Korea, face significantly lower levels of risk. Given the Group’s global footprint and reliance on contractors in operational activities,
the potential for forced labour is treated as a material risk that requires continuous monitoring and mitigation.
To address these risks, the Group applies a risk-based approach to human rights due diligence, including supplier expectations, contractual
requirements, internal controls, and monitoring processes. Progress and effectiveness are reported annually through the Group’s Modern
Slavery Act statement, which outlines actions taken and ongoing improvements.
Workforce engagement, Equality and Inclusion
RHI Magnesita promotes a respectful, inclusive, and safe working environment through a set of Group-wide policies designed to support
workforce engagement, equal treatment, and responsible conduct across all operations. These policies are aligned with the Group’s Human
Rights commitments and reinforce a culture of integrity, dignity, and mutual respect.
The Group’s Anti-Discrimination and Anti-Harassment Policy establishes a zero-tolerance approach to discrimination and harassment in
the workplace. It sets out clear expectations for behaviour and provides multiple confidential channels for reporting concerns, including
Human Resources, line management, and the whistleblowing system. These mechanisms are designed to ensure concerns can be raised
safely, investigated appropriately, and addressed in a timely manner.
In addition, the Speak Up Policy enables employees and third parties to report suspected misconduct confidentially or anonymously
through web-based platforms, dedicated telephone lines, or direct contact with the Internal Audit, Risk and Compliance function. This
framework supports transparency, accountability, and protection against retaliation.
The Group’s Global Gender Equality Policy further reinforces its commitment to fair and equal treatment in all aspects of employment and
workplace practice. The policy prohibits discrimination on the grounds of age, gender or gender identity, marital or civil partnership status,
pregnancy or maternity, family responsibilities, political opinion, colour, nationality or ethnic origin, religion or belief, disability, sexual ori-
entation, social origin, or any other status protected under applicable European Union or national legislation.
The Group’s Code of Conduct, Human Rights Policy, Global Gender Equality Policy and Anti-Harassment Policy define clear expectations
for behaviour and apply to all individuals associated with RHI Magnesita. This includes directors, managers, employees, contractors, con-
sultants, interns, candidates, and third parties working on behalf of or at RHI Magnesita premises. The Code of Conduct, which is signed by
members of the Executive Management Team and Regional Presidents, together with the Human Rights Policy, establishes a consistent
framework for responsible conduct and respect for human rights across the organisation.
Compliance with these policies is supported through a combination of policy commitments, internal controls, training activities, supplier
due diligence processes, and ongoing monitoring. Transparency is further ensured through the annual Modern Slavery Act statement,
which reports on the Group’s approach, actions, and progress in addressing risks related to forced labour and human rights and is publicly
available on the Group’s website. All policies are developed with key stakeholder interests in mind and are aligned with the United Nations
Guiding Principles on Business and Human Rights and other internationally recognised labour and human rights standards.
These policies apply across the Group’s workforce, regardless of position or contract type. The Health and Safety Policy extends this scope
further by covering both employees and contractors, ensuring a consistent level of protection across all operations.
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All the aforementioned policies are available on the Group’s website.
Governance
Governance of workforce-related matters sits at the highest level of the organisation. Overall accountability lies with the Chief Executive
Officer and the Executive Management Team. Strategic priorities relating to workforce development, engagement, and inclusion are coor-
dinated by the Executive Vice President for People, Projects, Integrations, and Recycling. The Human Rights Officer reports to the Executive
Vice President for People, Projects, Integrations, and Recycling and is responsible for overseeing the implementation of the Group’s human
rights commitments across operations. Dedicated Health and Safety functions, reporting to the Chief Technology Officer, ensure the con-
sistent application of health and safety standards across all regions. In addition, the Internal Audit, Risk and Compliance team oversees the
Group’s risk management framework, including risks related to working conditions, labour rights, and occupational health and safety.
Disclosure requirement S1-2 – Processes for engaging with own workforce and workers’ representatives about impacts
RHI Magnesita is committed to cultivating a transparent, inclusive, and accountable workplace by actively engaging its workforce and work-
ers’ representatives on actual and potential impacts.
In RHI Magnesita, engagement takes place directly with employees and, where applicable, through workers’ representatives, including
Works Councils, ensuring representation at relevant organisational levels. These engagement mechanisms enable the Group to gather
employee perspectives on working conditions, health and safety, and human rights, and to reflect these inputs in workforce-related policies,
management practices, and improvement initiatives.
Engagement is conducted regularly through diverse channels, such as quarterly Works Council meetings, conferences for different func-
tions and seniority levels and through corporate communications mobile application (Workvivo) and global campaigns including Interna-
tional Day for Persons with Disabilities and International Women’s Day. Frequent global town hall meetings are held online, providing em-
ployees with the opportunity to raise questions and share concerns. Questions that cannot be addressed during the live session due to time
constraints are subsequently answered on Workvivo. Regional leadership teams hold townhalls to address regional specific issues, e.g.
local supply chain issues, employee health and safety initiatives,
The Global Engagement Team oversees the implementation of engagement processes, developing a global leadership framework while
enabling localised adaptations to ensure inclusivity and relevance.
Commitments under the Stakeholder Dialogue Policy, Speak Up Policy and Human Rights Policy are upheld, ensuring workforce rights and
perspectives are respected.
Focusing on vulnerable and marginalised groups
RHI Magnesita actively incorporates the perspectives of vulnerable and marginalised workforce members, such as women, migrants, and
individuals with disabilities, through targeted initiatives:
Global Campaigns: Awareness initiatives such as the International Day for Persons with Disabilities, Global Mental Health Day,
Pride Month, and International Women’s Day foster dialogue and learning across the organisation. Employees worldwide partic-
ipate in online lectures to gain diverse perspectives.
Business Resource Groups: Regional groups promote inclusivity, representation, and peer support within the workforce.
On-Ground Interventions: Health and safety concerns can be escalated directly to senior leadership, with follow-up shop-floor
discussions led by executive management or Board representatives.
NGO Collaborations: Partnerships with NGOs support the placement of youth interns with disabilities and young people from
challenging backgrounds.
Language Integration Support: Weekly one-hour online German courses at all proficiency levels help integrate immigrant col-
leagues in Austria and Germany, while also supporting international employees more broadly.
SHE goes DIGITAL Initiative: This programme empowers women pursuing careers in IT by offering introductory programming,
training on sexual harassment prevention, negotiation skills workshops, gender-inclusive job ads, and leadership development
opportunities.
Female-Only Youth Entrepreneurship Week: Launched in 2025 and continuing in future years, this initiative strengthens the
empowerment of young women and introduces them to the company.
Unconscious Bias Training: New colleagues globally participate in unconscious bias workshops to support an inclusive and equi-
table workplace culture. Balanced Trainee Recruitment: A gender-balanced approach to trainee recruitment has resulted in 58%
female participation since the programme’s launch in 2020.
Employee engagement initiatives
To further strengthen its connection with employees, RHI Magnesita implements various initiatives:
Volunteering Programmes: Empower employees to contribute to their communities.
Female Factor and DEI Campaigns: Highlight diversity, equity, and inclusion priorities.
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Culture Champions: Advocate for RHI Magnesita’s cultural values globally.
Psychological safety and resilience initiatives kicked-off in 2025.
Evaluating Engagement Effectiveness
The effectiveness of engagement is assessed through feedback from Works Council meetings, whistleblowing channels, and employee
participation in diversity and inclusion initiatives. Outcomes include improved workplace policies, targeted action plans, and more inclusive
practices. The EVP for People, Projects, Integrations, and Recycling, supported by the Global Engagement Team, ensures that engagement
outcomes inform strategy and shape workforce-related initiatives.
Disclosure requirement S1-3 – Processes to remediate negative impacts and channels for own workforce to raise concerns
Channels for the Workforce to raise concerns
RHI Magnesita has established robust mechanisms to enable its workforce to report potential misconduct or workplace concerns. These
mechanisms include the Whistleblowing Hotline, Works Councils, leadership access platforms such as Workvivo, and frequent town hall
meetings that provide employees with the opportunity to raise questions and concerns directly with the Executive Management Team.
Whistleblowing channels are accessible to employees, third parties, and external stakeholders, ensuring anonymity and confidentiality.
Whistleblowing, investigations and protection against retaliation
The Whistleblowing Hotline is a confidential platform available in more than 50 languages, designed to enable employees and external
stakeholders to report suspected misconduct, including violations of human rights or ethical standards, at any time. Reports are handled
in line with the Speak Up Policy, which sets out key investigative principles and explicitly prohibits retaliation against individuals who report
concerns in good faith. Indications of serious misconduct are typically investigated by IARC, People and Culture, and other relevant func-
tions. No complaints related to forced or compulsory labour or human trafficking were reported in 2025.
Proactive and structured approach to remedying negative impacts
RHI Magnesita employs a proactive and structured approach to remedying material negative impacts on its workforce. When material work-
force-related impacts are identified, the Group takes immediate action to assess the situation, implement corrective measures, and prevent
recurrence. Findings from investigations are escalated through internal governance mechanisms, and the effectiveness of actions is mon-
itored through internal audits, employee surveys, whistleblower statistics, and other compliance reviews. Key performance indicators such
as turnover rates, health and safety metrics, and the volume and nature of whistleblower reports are used to evaluate progress and inform
continuous improvement
Disclosure requirement S1-4 – Taking action on material impacts on own workforce, and approaches to managing material risks and
pursuing material opportunities related to own workforce, and effectiveness of those actions
Health and Safety
Health and safety remain a central pillar of our strategy, shaping concrete actions to protect our workforce and strengthen operational
integrity. We broadened the application of our Life-Saving Rules, advanced Major Hazard Prevention programmes, and reinforced a learn-
ing-oriented safety culture supported by improved monitoring, data insights, and active leadership engagement.
Workplace risk assessments
RHI Magnesita’s business includes high-risk activities for which hazard identification and risk assessments are carried out, documented,
and shared. Following a continuous improvement approach, the Group performs risk assessments in multidisciplinary teams which include
team leaders, workplace personnel, local health and safety experts and locally assigned occupational health or occupational physician
representatives and worker representatives, depending on local legal requirements.
A “Hierarchy of Controls” approach is applied to the risk assessment process, including but not limited to:
Assessing whether the risk can be eliminated, e.g. purchasing equipment which is not noisy.
Implementation of engineered solutions to eliminate or reduce the risk, e.g. automated processes which reduce manual work.
Organisational measures, such as training and auditing.
Standard operating procedures and work instructions defined with the involvement of the team who performs the task, with illus-
trations and in local languages.
Providing personal protective equipment according RHI Magnesita global minimum standard to employees.
Corrective and preventive actions and further upgrades identified by the risk assessment are documented.
Incident management report
Incident management is a fundamental element of effective safety management systems, enabling the whole own workforce to proactively
identify and address potential hazards before they escalate into accidents. Promoting a culture that encourages the reporting of all safety
observations - especially near-misses and safety observations - ensures thorough investigation and the implementation of preventative
actions.
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Any observation, regardless of its severity or the personnel involved, must be reported immediately within RHI Magnesita. All employees
and contractors are required to immediately report any “Safety observation” to supervisors so that corrective actions can be put in place to
avert harm. Every report is flagged in RHI Magnesita’s safety reporting system for further follow-up and analysis.
Global standardisation for health and safety excellence
Standardisation is an effective tool to improve health and safety performance. RHI Magnesita has a global Health & Safety Management
System certified by Bureau Veritas. Regular internal audits ensure that the organisation complies with relevant regulations, standards and
internal policies; it identifies potential risks, enabling proactive mitigation; provide insights and fosters a culture of ongoing improvement,
as corrective actions and lessons learned are implemented organisation wide. RHI Magnesita holds an integrated management system
covering health and safety, environmental, energy and quality. 70% of all sites including industrial footprint hold a certification for health
and safety.
Due to the ongoing expansion of the Group’s production network, the integration of other plants has also commenced. We seek to engage
with local senior management and the workforce from the beginning to ensure that our values and standards are adopted.
Health & Safety Fund
RHI Magnesita HELP is a dedicated programme to provide financial support to individuals and their direct family members impacted by
occupational work-related accidents or fatalities. This initiative extends beyond RHI Magnesita’s obligations as an employer, reflecting the
Group’s commitment to supporting its employees, operating communities, and business partners—including suppliers, contractors, and
customers.
The HELP initiative was launched in 2024 in which more than €810,000 was raised, which includes
a
€405,000
contribution by the
Group and private donations from individuals worldwide, including RHI Magnesita employees in any location or role. In 2025, voluntary
contributions amounted to approximately €84,000. These funds were matched by the Group in the beginning of 2026, resulting in a total
of nearly €169,000. This initiative highlights the strong culture of care and solidarity shared by our workforce and stakeholders. We pro-
vided financial assistance through the HELP Fund in 2025 to support two families and two colleagues who sustained injuries.
The HELP Fund is financed through voluntary contributions from private individuals, RHI Magnesita colleagues, and members of the Exec-
utive Management Team (EMT). As expected, the highest contribution levels were recorded in the first year following the Fund’s launch,
reflecting the typical “launch effect” and strong initial engagement associated with new initiatives. In the second year, total contributions
decreased compared to the inaugural period. This trend is consistent with standard fundraising dynamics, where initial peak participation
stabilizes over time.
The effectiveness of actions taken is tracked in practice through the Group’s health and safety KPIs, mentioned above. By regularly moni-
toring its health and safety performance the Group ensures that its own working practices are not causing harm to its workforce.
Safety Culture Transformation
Key actions taken in 2025 aiming to move from a compliance-based safety approach to a deeply embedded safety mindset across all levels
of the Group included the full roll out of our Life-Saving Rules, advanced Major Hazard Prevention measures, and reinforced a learning-
oriented culture supported by improved monitoring, data insights, and leadership engagement. This strategic initiative is dedicated to
strengthening RHI Magnesita’s safety culture, with a key focus on mitigating Serious Injuries and Fatalities potential (SIFp) risks across all
operations.
To strengthen RHI Magnesita’s safety culture and reduce serious injury and fatality risks, the Group is investing in leadership development
at all levels through a comprehensive coaching programme to be implemented over the next two years. This initiative commenced with a
design phase in the second half of 2024, focusing primarily on enhancing safety leadership across production and service sites. The pro-
gram targets front-line leaders, providing them with structured coaching over several weeks. The coaching curriculum was developed in
collaboration with dss+. In the initial phase, dss+ facilitated the coaching sessions and simultaneously trained internal RHIM coaches. In
2025, the internal coaches assumed responsibility for continuing the program. Out of a total of 25 planned internal coaches, 24 had been
nominated by year-end 2025; of these, 14 had completed the 10-week training programme and remaining are in process of completing it.
The internal coaches are actively training front line leaders and globally more than 450 front-line leaders have participated in the coaching
program. In parallel, additional safety performance indicators, specifically SIF and SIFp, were developed and successfully rolled out along-
side standards targeting the company’s identified top risks.
In 2025 the Group incurred €10 million in health and safety related capital expenditure. Over the period 2026-30 the Group expects to
allocate a similar amount of capital each year to sustainability and health and safety related capital expenditure,
In 2026 the existing Health and Safety reporting system, AccStat, will be superseded by an SAP S4/HANA–based Safety Management
System (SMS), providing improved capabilities for recording incidents and monitoring safety observations.
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These actions are expected to lead to an improvement in the Group’s health and safety performance metrics over the medium term.
Continuous Initiatives and Improvements
RHI Magnesita takes action to prevent the negative impact on its workforce from poor health and safety performance and to remedy the
impact of any accidents that may occur. Preventative steps include establishing standardised safe operating procedures, the provision of
personal protective equipment and safety training, designing out risks from work related tasks, carrying out risk assessments, encouraging
every kind of report and conducting comprehensive incident investigations with detailed follow up actions. Individuals who may be injured
as a result of a workplace incident (or their families) may receive financial assistance in the form of contractual payments, insurance awards
or discretionary awards from the Group’s HELP fund initiative. The main focus of remedial action is taking steps to ensure that the factors
leading up to the incident are not repeated.
Health and safety performance is tracked very closely and is a fundamental KPI for individual sites and regional management teams, exam-
ined on a monthly basis. At Group level the EMT, CSC and Board regularly receive reports on safety performance which includes overall
statistics as well as reports on major incidents and follow up actions if applicable. Improvement or deterioration in these metrics provides a
clear indication of the effectiveness of the actions the Group is taking to improve its health and safety performance.
The process for identifying actions that the Group must take primarily relies on follow up actions to risk assessments, all reports and acci-
dent investigations. Accident investigations are usually undertaken by local authorities, but the Group also forms its own view of required
remedial actions. Recommendations for changes to procedures to avoid future serious injuries or fatalities are ascribed the highest im-
portance and applied across the Group’s global operations.
Sales practices at RHI Magnesita include the provision of services by RHI Magnesita employees who perform their tasks whilst physically
located at customer sites. In such circumstances the Group’s employees are in the customer’s-controlled location and exposed to safety
risks. The Group seeks to ensure that this practice does not cause or contribute to negative impacts on its workforce by holding the customer
to a high standard of safety, encouraging RHI Magnesita staff to report unsafe situations or incidents and investigating any at such sites.
An actual or potential negative health and safety impact on its own workforce would contribute to a decision by the Group to terminate a
business relationship with a supplier or customer. For example, poor safety practices at a customer site where RHI Magnesita staff are work-
ing, or poor driving standards from freight contractors whilst on RHI Magnesita sites would not be tolerated.
Human Rights
RHI Magnesita is committed to upholding international human rights principles, ensuring that all employees work under fair, ethical, and
safe conditions. A human rights risk assessment has been carried out in the Group’s own operations and as part of supplier due diligence.
Through the DMA, the Group has identified potential negative impacts related to forced labour, as well as risks of discrimination, harass-
ment, and health and safety concerns within its workforce and upstream value chain.
The Group’s policies, training initiatives, due diligence processes, and grievance mechanisms aim to prevent, identify, and address human
rights issues, including potential incidents of forced labour. The IARC function oversees the Group’s overall risk management process and
ensures that incidents relating to working conditions, labour rights, and health and safety are reviewed and escalated as appropriate. Cor-
rective actions may include enhanced monitoring, additional training, and direct engagement with affected employees.
Whistleblowing hotline
RHI Magnesita Whistleblowing Hotline is a confidential platform designed to enable employees and external stakeholders to report sus-
pected misconduct, including violations of human rights or ethical standards, at any time. All compliance violations - therefore also suspi-
cions regarding slavery, forced labour and human right violations (e.g. harassment and discrimination) - can be reported (also anonymously)
both by employees and external parties in more than 50 languages via various communication channels. Indications of serious misbehav-
iour will typically be investigated by IARC, People and Culture and other appropriate departments in the organisation. There were no new
reported complaints related to forced or compulsory labour or human trafficking in the year 2025. Additionally, Group’s Speak Up policy
provides the necessary information on how to report misconduct, unethical practice, or behaviour that goes against RHI Magnesita’s Group
values. It also outlines the key investigative principles when handling a report.
Whistleblowing channels are accessible to everyone, both internally and externally. Reported data confirm that these channels are widely
recognised and trusted as official channels for reporting.
For an overview of our approach throughout the value chain, please refer to Chapter S2 – Workers in the value chain of this report and for
our business conduct, please refer to Chapter G1 – Governance of this report.
Tracking, monitoring, and effectiveness evaluation
RHI Magnesita has implemented structured processes to track and monitor reported concerns, led by the IARC team and local committees.
Follow-ups and Timeliness: Regular follow-ups ensure issues are addressed promptly and resolutions are effective.
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Stakeholder Involvement: Feedback from employees and other stakeholders is incorporated to review and enhance reporting systems.
Awareness and Trust: The Group promotes awareness of its reporting mechanisms through training and engagement campaigns, such as
International Women’s Day and Disability Days. Leadership visibility and consistent communication of the Speak Up Policy further foster
trust in the system.
Protection against retaliation
RHI Magnesita’s policies, including the Speak Up Policy, explicitly prohibit any form of retaliation against individuals who report concerns
in good faith. This protection extends to workers’ representatives and includes disciplinary actions against those who intentionally file false
reports.
Actions towards preventing human rights issues, including potential incidents of forced labour
RHI Magnesita aligns with ILO principles and has adopted policies to combat forced labour and trafficking, and the Group is committed to
identifying, addressing, and mitigating actual and potential negative impacts on its workforce through structured risk management, reme-
diation efforts, and continuous improvement initiatives.
When material workforce-related impacts are identified, RHI Magnesita takes immediate action to assess, remediate, and prevent recur-
rence. The IARC department is responsible for overseeing the Group overall risk management process, ensuring that incidents related to
working conditions, labour rights, and health and safety are reviewed. Findings are escalated through internal governance mechanisms,
ensuring timely interventions and corrective measures. Corrective actions may include enhanced monitoring, and engagement with af-
fected employees to provide appropriate remedies. For additional information, please refer to Chapter G1 –Governance information (pages
161-166) and the Our Stakeholders section of the Annual Report (pages 20-27).
The Group continuously monitors and assesses the effectiveness of workforce-related actions through internal audits, employee surveys
and compliance reviews. Key performance indicators (KPIs) such as turnover rates, health and safety metrics, and whistleblower reports are
used to evaluate impact and drive improvements. For further information, see Internal Controls section of the Annual Report (pages 40-
41).
Human Rights Training
A global e-learning module on business ethics—including key human rights components—was first introduced in 2020 and updated in
2023. This training became mandatory for all employees in 2025. In the past year, a dedicated course on the fundamentals of human rights
was added to the training portfolio. In parallel, an ESG-focused training module for procurement employees was developed and rolled out
in 2024, placing stronger emphasis on human rights in supply chain decision-making.
The integration of newly acquired entities into RHI Magnesita’s ethics and compliance framework is an ongoing priority for the Group. As
part of a continuous process, acquired organisations are assessed to understand their existing compliance cultures and progressively
aligned with Group-wide standards. Through tailored training and upskilling programmes, employees across these entities are supported
in meeting RHI Magnesita’s expectations on ethics, compliance, and responsible business conduct. Strengthened due diligence processes
and enhanced compliance monitoring further help mitigate labour-related risks and ensure consistent adherence to ethical employment
standards across the expanded Group.
Since 2025 there is a new international travel emergency hotline. This provides immediate multilingual support in over 130 languages for
situations such as: Accident, illness or any medical emergency, Natural disasters, Loss of documents or valuables, Communication issues,
Delays in returning home, Onward Travel, Roadside Assistance. Through our partner Chubb-CEGA, all employees are covered by compre-
hensive international insurance during business travel and in case of accidents.
Metrics, Targets and Workforce Characteristics
Disclosure requirement S1-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities
Health and safety – Assumptions and methodologies
The recording of health and safety incidents was done via AccStat in 2025, this system will be replaced by a Group wide reporting system
(Safety Management System) which will be available to all employees and contractors with intranet access starting in 2026. Any employee
or contractor with access to the system can submit a report and they are required to do so by Group internal procedures.
Total Recordable Injury Frequency Rate (TRIFR) indicates the number of work-related injuries that require medical treatment, restricted
work, or result in lost workdays per hours worked. It includes fatalities in our own workforce, lost time injuries, restricted work cases, and
medical treatment cases, but excludes first aid cases and non-work-related incidents.
Lost Time Injury Frequency Rate (LTIFR) indicates the number of work-related injuries resulting in at least one lost workday per hours worked.
It includes fatalities in our own workforce and lost time injuries and excludes restricted work cases, medical treatments without lost time,
and non-work-related incidents.
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Fatality is defined as death of a person resulting from a work-related accident, either immediately or within 30 days of the event. No lost
days are recorded. In addition, every single fatality is investigated case by case, and the Group reserves the right to reclassify a case even
after 30 days.
Worked hours are the total hours actually worked by all members of the own workforce - including permanent staff, apprentices, and long-
term temporary workers under direct company supervision - excluding breaks, leave, and absences. The factor of 165 hours per FTE per
month is used for the employee hours worked, and for non-employee/contractors, the worked hours are obtained from AccStat. Contractors
are external service providers or long-term contractors under the site’s operational control, excluding unsupervised off-site personnel.
RHI Magnesita is required to report Recordable work-related accidents in accordance with the ESRS requirements. A Recordable work
related accident is a work-related injury or ill health that results in death, days away from work, restricted work or transfer to another job,
medical treatment beyond first aid, or loss of consciousness; or significant injury or ill health diagnosed by a physician or other licensed
healthcare professional, even if it does not result in death, days away from work, restricted work or job transfer, medical treatment beyond
first aid, or loss of consciousness.
RHI Magnesita Group does not have non-guaranteed hours employees.
Health and safety performance and targets
RHI Magnesita has established measurable health and safety targets to address the material risks associated with occupational injuries and
fatalities identified through its double materiality assessment. These targets are aligned with the Group’s long-term commitment to Zero
Harm and are designed to drive continuous improvement in safety performance across all operations. In line with our commitment to trans-
parency and accountability we have adopted a phased approach to develop entity-specific metrics. Our efforts aim to ensure a robust and
tailored framework that reflects our operational realities while driving meaningful progress.
The Group’s first formal health and safety target was introduced in 2019, following the merger, and focused on achieving a Lost Time Inci-
dent Frequency Rate (LTIFR) below 0.30 per 200,000 hours worked. This target was set to establish a consistent safety performance
benchmark across the newly integrated organisation and to support the development of a common safety culture.
A comprehensive Health and Safety performance review, supported by dss+, formed the basis for defining the Group’s 2030 HS targets.
The targets were developed by internal experts, drawing on findings from dss+ site audits and recognized international standards. The
assessment included on-site inspections and interviews across multiple organizational levels. The resulting targets apply to the entire
workforce and reflect recent acquisitions as well as identified regional performance gaps.
The 2030 target has been revised from <1.2 to <2.0 per 1,000,000 following a reassessment of the underlying health and safety data in
2025. Due to a reclassification assessment, 2024 can no longer serve as the baseline year. Therefore, 2025 has been set as the new base-
line, based on more robust and reliable data from a comprehensive review of case classifications.
The transition from an LTIFR-based target to a TRIFR-based target reflects a more comprehensive and internationally aligned approach to
measuring safety performance, capturing a broader range of recordable incidents and enabling improved comparability and management
oversight. The current TRIFR stands at 4.09.
Performance against health and safety targets is monitored through the Group’s safety management systems. In 2025, the Lost Time Inci-
dent Frequency increased from 0.11 to 0.37, with (92) lost time injuries recorded compared to (28) in the prior year. The increase was pri-
marily driven by incidents at Resco and service locations as well as deep dive on the reclassification of health and safety cases. As a result,
performance remained above the LTIFR target of 0.30 per 200,000 hours worked.
The scope of the Group’s health and safety targets is global and covers 100% of RHI Magnesita own workforce. Performance is monitored
through the Group’s internal safety systems. The newly implemented Safety Management System will replace the current incident report-
ing system AccStat. The new tool is expected to further enhance data quality, management control, and the continuous improvement of
safety practices. Regional health and safety initiatives complement the global framework, allowing risks to be addressed in a locally appro-
priate manner while remaining aligned with Group-wide objectives.
Disclosure requirement S1-6 – Characteristics of RHI Magnesita employees
Characteristics of Own Workforce - Assumptions and Methodologies
Definition of headcount:
The headcount includes employees actively employed within the organisation, categorised into the following groups: employees, appren-
tices, trainees, and interns. Temporary workers, contractors, and consultants are explicitly excluded from this definition. Additionally, indi-
viduals on extended unpaid leave are not considered part of the active headcount. Headcount is the number of employees at the end of
reporting period. RHI Magnesita’s financial statements adhere to the IFRS framework, which mandates the disclosure of the average work-
force to ensure standardized and consistent reporting. The information is available in Note 10 of the Consolidated Financial Statements
2025 (page 265).
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Full-time equivalent (FTE) calculations:
FTE is used as a standardized metric for employee contributions, adjusted for part-time arrangements. Full-time employees are assigned
an FTE value of one, while part-time employees are calculated as a fraction of one based on their actual working hours relative to the full-
time schedule.
Inclusion criteria:
Only employees who hold a signed employment contract with the Group are included in the headcount. This ensures that the data reflects
the organisation's contractual workforce accurately.
Contract type definitions
Permanent employees are individuals engaged under employment contracts with no predefined end date. These contracts provide ongo-
ing employment subject to termination conditions defined by law, collective agreements, or internal policies.
Temporary employees are individuals engaged under employment contracts with a fixed duration or for a specific task or project, including
fixed-term contracts and comparable arrangements. Employment ends automatically upon reaching the agreed end date or completion of
the defined task.
Working time definitions
Full-time employees are individuals whose contractual working hours correspond to the standard full-time working hours defined by ap-
plicable national legislation, collective bargaining agreements, or internal company policy in the relevant jurisdiction.
Part-time employees are individuals whose contractual working hours are lower than the applicable full-time working hours, expressed
either as a reduced number of weekly hours or as a percentage of a full-time equivalent (FTE).
Hires and turnovers:
Employees who join or leave during the reporting period are included in the headcount as active only if they have worked for at least one
day within the period.
Turnovers by leave category:
Turnover data is segmented into specific leave categories, including death, dismissal, retirement, and voluntary departures. However, the
group "Other," which encompasses contract expirations (this includes contracts that were chosen to be renewed) and employee transfers,
is excluded to maintain clarity in turnover reporting.
Turnover rate:
“Employee turnover” is defined as the cumulative headcount of employees who have departed from the RHI Magnesita Group, whereas the
“employee turnover rate” is defined as the proportion of employees who have left the Group expressed as a percentage. To determine the
percentage of departing employees, the total is divided by the total number of employees at the end of the reporting period, which differs
from the method in Note 10 to the Financial Statements, whereas the denominator takes into account the average number of employees
during the reporting period.
Headcount is allocated to regions based on the primary legal entity location of the office where the employee is associated, irrespective of
remote working arrangements. This approach aligns headcount data with organisational and legal structures.
These assumptions ensure clarity, consistency, and precision in calculating and reporting headcount-related KPIs, enabling accurate workforce anal-
ysis and strategic decision-making. These metrics have not been externally validated by any organisation other than the assurance provider.
Changes in regional structure - Impact on comparability
In 2025, the Group updated its regional set-up. Europe & CIS no longer includes Türkiye, which is now reported under Middle East, Türkiye
& Africa. India is presented as a standalone region, whereas in 2024 it formed part of the broader India, West Asia & Africa region. Latin
America replaces the former South America region, with Mexico now included in this new regional grouping. North America now comprises
only the USA and Canada.
Due to revised regional boundaries and differing reporting periods, year-on-year changes in regional headcount between 2024 and 2025 are largely
structural rather than operational. Accordingly, regional comparisons should be interpreted with caution, as most differences reflect reclassification of
reporting regions rather than changes in workforce size or composition.
Table 1 below presents the composition of RHI Magnesita’s workforce by gender for 2025 compared to the prior year. The data reflects total
headcount at year-end and highlights year-on-year changes in workforce size. Overall employee numbers decreased slightly compared
to 2024, with a marginal reduction in both male and female employees. The gender distribution remains broadly stable and reflects the
operational and industrial nature of the Group’s activities.
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Table 1 – Employees by gender
Employees by gender   %N/(N-)
Male , , (.)%
Female , , (.)%
Total Employees
,
,
(.)%
Table 2 below presents the geographical distribution of RHI Magnesita’s workforce by country for 2025 compared with the previous year. It
reflects headcount at year-end and highlights year-on-year changes across the Group’s operating locations. Overall workforce numbers
increased slightly in 2025, driven primarily by changes in selected countries, while headcounts in several locations remained stable or
decreased. The significant changes are primarily driven by acquisitions in the United States (+55%), Canada (+18%) and United Kingdom
(+13%) and in the United Arab Emirates (+73%), which now hosts the regional hub of the newly established META region. Other variations
largely reflect operational developments, business activity levels, and organisational adjustments across regions, rather than structural
changes to the Group’s workforce strategy such as the headcount transferences from Hong Kong to South Korea and from Belgium to
France.
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Table 2 – Employees by country
Employee per country   %N/(N-)
Argentina   (.)%
Austria , , (.)%
Belgium (.)%
Brazil , , (.)%
Canada   .%
Chile   (.)%
China , , (.)%
Colombia   (.)%
Czech Republic   (.)%
France   .%
Germany , , (.)%
Hong Kong (.)%
India , , .%
Italy   (.)%
Mexico   (.)%
Netherlands   (.)%
Peru   .%
Romania (.)%
Russian Fed.   (.)%
Singapore   (.)%
Slovenia   (.)%
South Africa  .%
South Korea .%
Spain   (.)%
Sweden   (.)%
Switzerland   (.)%
Taiwan   .%
Türkiye   (.)%
Ukraine (.)%
United Arab Emirates   .%
United Kingdom   .%
USA ,  .%
Vietnam   (.)%
Total Employees ,
,
(.)%
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Table  below shows the composition of RHI Magnesita’s workforce by gender and employment type for  and . The workforce
remained largely stable year on year, with most employees engaged on a permanent and full-time basis, reflecting the Group’s
operational profile. No employees were reported under the categories “other” or “not reported”.
Table  – Employees by type of contract and gender
 Female Male Other Not reported Total
Number of employees (Headcount) , , ,
Number of permanent employees (Headcount) , , ,
Number of temporary employees (Headcount)  , ,
Number of full-time employees (Headcount) , , ,
Number of part-time employees (Headcount)   
 Female Male Other Not reported Total
Number of employees (Headcount) , , ,
Number of permanent employees (Headcount) , , ,
Number of temporary employees (Headcount)  , ,
Number of full-time employees (Headcount) , , ,
Number of part-time employees (Headcount)   
Table 4 below presents the geographical distribution of RHI Magnesita’s workforce by region for 2025, with comparative figures for 2024.
It shows employee headcount by contract type and working time, reflecting the Group’s global operational footprint. Overall workforce
levels remained broadly stable year on year, with changes primarily driven by organisational and regional realignments rather than struc-
tural workforce reductions or expansions.
Table 4 – Employees by type of contract and region

China &
East Asia
Europe &
CIS India
North
America
Latin
America
Middle East,
Türkiye &
Africa Total
Number of employees
(Headcount) , , , , ,  ,
Number of permanent
employees (Headcount)
, , , , ,  ,
Number of temporary
employees (Headcount) ,   ,
Number of full-time
employees (Headcount) , , , , ,  ,
Number of part-time
employees (Headcount)
  

China & East
Asia Europe & CIS India North America South America Total
Number of employees
(Headcount) , , , , , ,
Number of permanent
employees (Headcount)
, , , , , ,
Number of temporary
employees (Headcount) ,    ,
Number of full-time
employees (Headcount) , , , , , ,
Number of part-time
employees (Headcount)
 
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The headcount reported for Europe & CIS in 2025 (4,339 employees) is lower than in 2024 (5,132 employees) mainly due to the reassignment of
Türkiye to a different regional structure. As part of this reorganisation, the region Middle East, Türkiye & Africa appears as a new reporting category in
2025, comprising 443 employees who were previously reported under Europe, CIS & Türkiye or under India, West Asia & Africa.
In addition, India is reported as an independent region in 2025, with a headcount of 2,546 employees. This reflects the creation of a new META regional
structure and limits direct comparability with the composite regional reporting used in 2024. These changes in regional reporting structure should
therefore be considered when interpreting year-on-year movements in headcount.
The table 5 below presents employee turnover by category for 2025, with comparative data for 2024. Turnover includes departures due to retirement,
voluntary resignations, involuntary dismissals, and deaths. Overall employee turnover increased year on year, as result of organisational adjustments
during the reporting period.
Table 5 – Number of employee turnover
Number of employee turnover (excluding seasonal staff)   %N/(N-)
Death   .%
Dismissal (Involuntary) ,  .%
Retirement   (.)%
Voluntary   (.)%
Total Employees ,
,
.%
The turnover rate for 2025, calculated in line with ESRS requirements and including deaths, involuntary and voluntary departures, and
retirements, was 14.20%, compared with 12.02% in 2024.
2025 was a challenging year for RHI Magnesita, marked by a difficult market environment and capacity adjustments across parts of the
organization. In response, management implemented a range of cost-containment and efficiency measures aimed at optimizing the SG&A
cost base. These measures included operational restructuring activities such as site rationalizations, the introduction of automation at se-
lected production locations, and workforce adjustments in areas where production capacity was below planned utilization levels. In addi-
tion, voluntary workforce programs (e.g., early retirement, sabbaticals, and temporary leaves, where legally permissible) were offered. Col-
lectively, these actions contributed to a higher level of employee turnover during the period.
Disclosure requirement S1-14 – Health and safety metrics
These metrics have not been externally validated by any organisation other than the assurance provider.
The table below presents key health and safety performance indicators for RHI Magnesita’s own workforce for 2025, with comparative
figures for 2024. It includes coverage of the health and safety management system, fatalities, recordable injuries, and injury frequency
rates. All employees are covered by a health and safety management system aligned with legal requirements and recognised standards.
Health and safety metrics   %N/(N-)
Percentage of people in its own workforce who are covered by health
and safety management system based on legal requirements and (or)
recognised standards or guidelines
% % .%
Number of fatalities in own workforce as result of work-related injuries
and work-related ill health .%
Number of fatalities as result of work-related injuries and work-related
ill health of other workers working on undertaking's sites (.)%
Number of recordable work-related accidents for own workforce   .%
Rate of recordable work-related accidents for own workforce .
.
.%
Total hours worked ,,
,,
(.)%
Health and safety targets   %N/(N-)
LTIFR (Lost time injury frequency per , hours worked) .
.
.%
TRIFR (Total Recordable Injury Frequency Rates per ,, hours worked) .
.
.%
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In 2025, one fatality resulting from the treatment of the work-related injury was recorded among employees and other workers at RHI
Magnesita sites. This compares with two fatalities in the previous year—one involving a member of the Group’s own workforce and one
involving one contractor working at a RHI Magnesita site.
Injury frequency indicators increased year on year, primarily reflecting enhanced incident reporting, broader data capture, and site-specific
operational factors. The ongoing Safety Culture Transformation has expanded engagement across the organisation and strengthened
alignment with company safety standards and guidelines. Health and safety remain a priority for RHI Magnesita and training will be rein-
forced to ensure consistent incident classification and reporting.
Disclosure requirement S1-17 – Incidents, complaints and severe human rights impacts
This metric has not been externally validated by any organisation other than the assurance provider.
A discrimination incident is defined as direct or indirect discrimination on the basis of protected characteristics, which may include, but are
not limited to gender or gender identity, sex, ethnicity, religion or culture, disability, sexuality, age. Indirect discrimination could be putting
a criterion in place that may seem neutral, but that would practically be unfavourable for a person with a protected attribute.
A harassment incident is defined as unwanted conduct related to a protected characteristic that has the purpose or effect of violating a
person’s dignity or creating an intimidating, hostile, degrading, humiliating or offensive environment. There were no fines, penalties or
compensations for damages arising from incidents of discrimination, harassment, or severe human rights issues and incidents during the
reporting period.
Incidents, complaints and severe human rights impacts   %N/(N-)
Number of incidents of discrimination including harassment  (.)%
Number of complaints filed through channels for people in own workforce to
raise concerns .%
Number of complaints filed to National Contact Points for OECD Multinational
Enterprises .%
Number of severe human rights issues and incidents connected to own workforce .%
Number of severe human rights issues and incidents connected to own workforce
that are cases of non-respect of UN Guiding Principles and OECD Guidelines for
Multinational Enterprises .%
In 2025, reported incidents of discrimination and harassment declined by 64% compared to 2024, reflecting the impact of strengthened
policies, awareness initiatives, and enhanced leadership accountability. At the same time, the Company improved its investigation and
case-classification processes by introducing clearer assessment criteria and strengthened oversight to ensure consistent and transparent
handling of cases. This has led to more accurate categorization and improved data quality. The combined effect of preventive measures
and more robust case management demonstrates measurable progress toward fostering a more inclusive, respectful, and sustainable work-
place culture.
ESRS S2 Workers in the value chain
ESRS 2 General disclosures
RHI Magnesita has identified impacts, risks, and opportunities related to its workers in the value chain through RHI Magnesita’s risk man-
agement approach. Details of the double materiality assessment are described in detail under section ESRS 2 SBM-3 (pages 82-96) and
ESRS IRO-1 (pages 96-99).
Strategy
Disclosure requirement related to ESRS 2 SBM-2 Interests and views of stakeholders
The Group considers the interests and views of its key stakeholders, including its own workforce, customers, suppliers (including the work-
ers in the value chain) and local communities through structured engagement processes, and integrates these insights into strategic deci-
sion-making, risk management, and the management of sustainability impacts, risks and opportunities. Read more about our stakeholders
and our stakeholder engagement on pages 20-27 of this Annual Report.
Disclosure requirement related to ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and
business model
RHI Magnesita’s diverse and global upstream supply chain presents a wide range of risks for supply chain workers. These risks vary based
on factors such as workers' country of residence and employment, gender, age, and status as migrant workers. Industry-specific factors also
play a critical role, with labour-intensive sectors like mining and manufacturing posing higher risks for occupational safety and forced la-
bour.
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The Group uses a risk-based approach to identify a broad range of risks within the value chain with the use of risk indicators and assess-
ments and closely monitors suppliers at risk. To assess specific risks, such as forced labour and child labour, the Group conducted sector
benchmarking and reviewed labour standards across regions. The Global Slavery Index was used to identify countries with high risks of
forced labour by using its estimated prevalence of modern slavery per 1.000 population. Countries among the highest prevalence are
North Korea, Eritrea and Saudi Arabia. Relevant value chain stakeholders for the Group are located in India and China which are not among
the countries with the highest prevalence but which have a relatively high total estimated number of people in modern slavery due to their
considerable population size
7
). The Global Slavery Index was used to identify countries with high risks of forced labour, such as India, North
Korea, and Pakistan. Relevant value chain stakeholders for the Group are located in India. In the context of health and safety as well as child
labour risks, a dual approach was taken addressing country-specific factors as well as industry- and commodity-specific considerations,
particularly in labour-intensive industries. High risk areas with regards to child labour, as stated by UNICEF and the International Labour
Organisation)
8
, are Sub-Saharan Africa, Central and Southern Asia and Eastern and South-Eastern Asia. More than two-thirds of children
in child labour work within the agriculture sector, followed by Services and Industry. The material streams and services required for RHI
Magnesita have, due to the nature of the Group’s industry, little interaction with the agriculture sector and its associated risks. Suppliers
located within Asia are a relevant part of RHI Magnesita’s value chain. Only a few value chain stakeholders are located in Sub-Saharan
Africa.
Material impacts within the Group’s value chain were primarily identified in relation to suppliers’ employees, especially those working in
mining and production units. Occupational safety was identified as material, alongside the potential for incidents of forced labour. Partic-
ularly vulnerable worker groups with regards to these material impacts are migrant workers, young workers and women.
The Group’s assessment identified that a significant share of potential risks related to value chain workers, in particular forced labour and
occupational health and safety risks, are concentrated in certain key sourcing regions that are critical to the Group’s supply chain. These
risks are closely linked to the Group’s business model, which relies on a limited number of suppliers in labour-intensive industries and
regions with varying labour standards and regulatory frameworks. As a result, these actual and potential impacts on value chain workers
informs the Group’s procurement strategy and supplier management approach. Risks, in particular related to forced labour and occupa-
tional health and safety, are considered when prioritising suppliers, defining due diligence activities, and allocating resources for risk miti-
gation. These insights support the ongoing development of the Group’s business model by strengthening risk management practices, en-
hancing supply chain resilience, and reducing exposure to social and operational risks.
In response, RHI Magnesita has prioritised the assessment and monitoring of suppliers located in higher-risk regions and has established
specific targets and due diligence measures for key suppliers operating in critical locations. As risk management maturity has increased for
these suppliers, the scope of assessments has progressively expanded to include smaller suppliers across additional regions. Supplier due
diligence is supported by risk-based evaluations, targeted audits, and ongoing monitoring, with oversight provided by the sustainable pro-
curement and IARC function and regular reporting to senior management and the Board. This approach ensures that identified risks directly
inform sourcing decisions, supplier engagement, and mitigation measures, while strengthening the resilience and integrity of the Group’s
value chain.
The Group acknowledges the complexity of ensuring transparency and compliance in a global value chain, especially in industries with
varying labour standards and safety regulations. Addressing these risks requires continued collaboration, monitoring, and the integration
of robust standards to protect workers' rights and well-being.
The Group seeks to gain insight into the perspectives of value chain workers in respect of their human rights, including the right to collec-
tive bargaining through alternative mechanisms, including supplier assessments, contractual requirements, and grievance mechanisms.
Read more about RHI Magnesita’s strategy and business model at ESRS 2 SBM-1.
Systemic challenges
The risks identified are often systemic and widespread, particularly regarding forced labour, where limited transparency within certain busi-
ness relationships exacerbates the challenge. Negative impacts may also arise from individual incidents, such as workplace accidents, af-
fecting the health and safety of workers in the value chain. Workers conducting physical labour or operating heavy machinery in countries
with lower safety regulations face heightened risks. Examples include insufficient safety mechanisms and inadequate training for machin-
ery operation.
7
Walk Free 2023, Global Slavery Index 2023. Available from: https://www.walkfree.org/global-slavery-index/
8
International Labour Office and United Nations Children’s Fund, Child Labour: Global estimates 2020, trends and the road forward, ILO and UNICEF, New York, 2021.
Licence: CC BY 4.0.
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Impact, risk and opportunity management
Disclosure requirement S2-1 – Policies related to value chain workers
RHI Magnesita has established a comprehensive set of policies to ensure respect for human rights and ethical practices throughout its
value chain. These include the Human Rights Policy, Supplier Code of Conduct, and Anti-Slavery Statement, which align with the require-
ments of the UK Modern Slavery Act and the California Transparency in Supply Chains Act. The Speak Up Policy prohibits retaliation
against individuals who report concerns in good faith, including workers’ representatives, and supports a culture of accountability and trust.
The Group adheres to internationally recognized human rights standards and expects its suppliers and contractors to uphold the same
high standards. The Group’s Human Rights Policy serves as a guiding framework, consistent with the principles outlined in the United
Nations Universal Declaration of Human Rights, the United Nations Global Compact, and relevant local legislation. This policy underscores
our commitment to respecting human and labour rights, prohibiting human trafficking and slavery as well as child labour and forced labor,
and promoting safe and fair working conditions across our operations and supply chain.
The Supplier Code of Conduct mandates that suppliers respect human rights and strictly prohibits any form of precarious work such as
human trafficking or slavery as well as child labour and forced labour. To ensure compliance, suppliers may be required to complete self-
assessment questionnaires, respond to further inquiries, and, if necessary, undergo on-site assessments or full compliance evaluations.
Non-compliance with the Supplier Code of Conduct may result in corrective action plans or, in severe cases, termination of the business
relationship in accordance with applicable legal agreements.
As a participant in the UN Global Compact, RHI Magnesita is committed to integrating the principles of UN Guiding Principles of Business
and Human Rights into its business strategy and operations. This commitment is explicitly outlined in the Code of Conduct, which prioritises
compliance with human and civil rights, applicable labour laws, and social standards. Respectful treatment, equal opportunities, and fair-
ness are core values demanded of all employees and business partners.
RHI Magnesita actively encourages transparency and ethical practices by providing a Whistleblowing hotline. Suppliers, employees, and
stakeholders are encouraged to report any unethical or illegal behaviour, including suspicions of misconduct by employees or its suppliers.
The helpline is accessible via https://www.rhimagnesita.com/compliance-helpline/.
By embedding internationally recognized human rights standards into its policies and operations, the Group ensures a robust framework to
address risks related to forced labour, human trafficking, child labour and workplace safety. These measures not only demonstrate RHI
Magnesita’s commitment to ethical business practices but also promote transparency and accountability throughout its global supply
chain.
Disclosure requirement S2-2 – Processes for engaging with value chain workers about impacts
Direct engagement with value chain workers forms an integral part of the Group’s on-site sustainability supplier assessments, which are
conducted annually with selected suppliers worldwide. These assessments are designed to identify actual or potential adverse impacts
on value chain workers, including risks related to established minimum requirements.
Where negative findings or risks are identified, structured risk reduction and mitigation measures are agreed and implemented jointly
with the supplier. Failure to remediate identified issues within the defined timeframe may affect future sourcing decisions and the
continuation of the supplier relationship.
These processes are governed by the Group’s internal supplier on-site assessment guideline, which sets out clear roles, responsibilities,
and procedures for addressing and monitoring identified risks.
Direct engagement with value chain workers takes place during on-site sustainability supplier assessments. The scope and type of en-
gagement vary depending on the focus of the assessment. Where assessments emphasize the social pillar, they include direct interviews
with selected value chain workers to identify specific risks and challenges, particularly those who may be vulnerable to impacts and/or
marginalized.
For suppliers identified as higher risk in relation to social aspects, the social pillar is automatically included as a mandatory component of
the assessment.
Suppliers with concerning results are required to develop a time-bound action plan to mitigate identified issues. The implementation of
these plans is monitored within a pre-defined timeframe, ensuring accountability and measurable improvements.
This structured approach ensures risks are identified, mitigated, and managed effectively, aligning with the Group’s commitment to uphold
ethical and sustainable practices across its value chain.
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Disclosure requirement S2-3 – Processes to remediate negative impacts and channels for value chain workers to raise concerns
There are multiple processes on channels for value chain workers to raise concern. On an annual basis, suppliers are selected worldwide
for our on-site sustainability assessments. Results from our on-site sustainability supplier assessments as well influence our future deci-
sions. Our internal supplier on-site assessment guideline defines our processes in case of negative or risk attributed findings. Additionally,
value chain workers can voice risks and issues using our whistleblowing hotline.
These cases are investigated according to our “Whistleblowing hotline Guideline” which is visible to the public on our website. When
raising concern, parties can either disclose their identity or stay anonymous and there is no retaliation for those who report. All concerns
reported on the web, the mobile application, by phone or by email will be passed on to responsible members of RHI Magnesita’s Internal
Audit, Risk & Compliance team, who will get back within seven days latest to acknowledge the receipt of your report. All complaints are
processed objectively and with the same level of care and diligence by trained professionals of RHI Magnesita’s Internal Audit, Risk & Com-
pliance team. Their identity will be kept confidential throughout the process and all information pertinent to the investigation will only be
shared on a need-to-know basis.
The effectiveness of actions is assessed through supplier assessments and on-site audits, which include checks on the existence, accessi-
bility, and communication of grievance mechanisms. Where relevant, worker interviews are used to assess awareness and trust in these
channels, and findings are used to define corrective actions.
The Group upholds the expectations outlined in the RHIM Code of Conduct, the Supplier Code of Conduct and the Anti-slavery statement,
with a focus on workers' rights and well-being throughout the value chain.
Read more about RHI Magnesita’s business conduct, mechanisms of investigation and supplier management in G1-1.
Disclosure requirement S2-4 – Taking action on material impacts on value chain workers, and approaches to managing material
risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions
The Group has established robust mechanisms to identify and address human rights risks in its supply chain, with country-specific risk data
internally accessible to the procurement department. This resource is integral to risk identification and forms the basis for targeted mitiga-
tion actions. Financial resources are allocated to managing the supply chain and material impacts and enable the supplier assessments
with EcoVadis and the on-site supplier assessments. The strategic target for 2025 is to assess suppliers representing 66% of spend through
EcoVadis sustainability assessments, which enhance transparency and aid in mitigating adverse impacts. These assessments provide val-
uable insights into suppliers' human rights policies and practices, enabling the Group to request improvements or conduct further valida-
tion through on-site assessments when necessary.
The internal on-site assessment guidelines define clear procedures for addressing risks, categorised by severity. Severe risks, such as child
or forced labour, are part of our Supplier Code of Conduct and explicitly outlined in our on-site assessment guideline. Incidents of the
highest severity activate a high-priority response process involving case creation, detailed investigation, and escalation to executive man-
agement for action planning. These processes are integrated into the company’s overall risk management framework, ensuring that material
risks related to value chain workers are systematically identified, assessed, and managed alongside other business risks
The Supplier Code of Conduct requires suppliers to respect human rights and prohibits forced labour, child labour, and other forms of
precarious work. Compliance is assessed through risk-based due diligence, including self-assessments and, where necessary, on-site re-
views. Where non-compliance is identified, corrective actions are required, and in severe or unresolved cases, the business relationship
may be terminated in accordance with contractual requirements.
In addition to EcoVadis assessments, RHI Magnesita conducts on-site sustainability assessments globally to verify compliance with the
Group’s standards. Identified risks or non-compliance issues are communicated to suppliers, who are given a defined timeframe for correc-
tive action. Progress is monitored, and follow-up assessments ensure the effective implementation of improvements.
Supplier on-site assessments play a critical role in evaluating the alignment of supplier practices with Group standards. These assessments
include reviews of operational processes and direct interviews with workers to ensure adherence to ethical and safety standards. The find-
ings from our described supply chain due diligence mechanisms play an integral part of defining targets and define our focus areas. By
integrating these evaluations, RHI Magnesita reinforces its commitment to fostering transparency, improving supplier performance, and
upholding responsible sourcing practices across the value chain.
The Supplier Code of Conduct formalises the expectations of RHI Magnesita for ethical and sustainable practices throughout the value
chain. Suppliers are contractually required to align with these standards, which include explicit protections for workers' rights. The detailed
process on the Group’s actions and processes on material impacts is described in section S2-2.
More than 1,000
suppliers were assessed by EcoVadis, representing 64.9% (2024:55%) of RHI Magnesita procurement spend. A supplier
in EcoVadis is assessed on four key themes: Environment (energy use, emissions, waste management, and resource efficiency), Labour &
Human Rights (working conditions, health & safety, diversity, and human rights policies), Ethics (anti-corruption, fair business practices,
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and data protection), and Sustainable Procurement (supplier monitoring, responsible sourcing, and supply chain transparency). The as-
sessment evaluates the supplier’s policies, actions, and reporting practices to determine their sustainability performance. EcoVadis assess-
ment commitment has been selectively made part of contracts to ensure transparency in areas with low coverage.
No severe human right issues and incidents were identified with EcoVadis Adverse Media Alerts in 2025.
Finally, RHI Magnesita’s sustainable procurement team provides regular sustainability training for employees involved in procurement and
dedicated due diligence training for suppliers. These programmes strengthen awareness of human rights, environmental, and legal re-
quirements, including the German Supply Chain Due Diligence Act (LkSG), and support the identification and mitigation of negative im-
pacts within the value chain.
Metrics and targets
The metrics used is based on the total spend of the Group.
For 2025, RHI Magnesita’s goal is to achieve 66% of spend assessed by EcoVadis Sustainability Assessments.
For 2030, RHI Magnesita will enhance its supplier sustainability management to cover 80% Spend Coverage.
In line with our commitment to transparency and accountability we have adopted a phased approach to develop entity-specific metrics.
Our efforts aim to ensure a robust and tailored framework that reflects our operational realities while driving meaningful progress.
Disclosure requirement S2-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities
To enhance supply chain transparency and manage material impacts and risks related to value chain workers, RHI Magnesita has estab-
lished supplier assessment targets as part of its risk-based due diligence approach. The process for setting these targets considered the
insights gained from previous assessments, risk indicators, and ongoing dialogue with suppliers, including engagement with their legiti-
mate worker representatives where applicable.
Based on the results of the risk analysis, the Group has set quantitative targets, including assessing 66% of suppliers through EcoVadis by
2025 and screening 80% of procurement spend by 2030.
By the end of 2025, 64.9% of suppliers had been assessed through EcoVadis. In addition to this screening, 68 on-site supplier assessments
were conducted during the reporting period, out of the planned 73 assessments, focusing on suppliers operating in higher-risk regions,
labour-intensive industries, or strategic sourcing categories.
These targets aim to increase transparency across the supply chain at an individual supplier level, enabling the identification of actual and
potential risks related to labour conditions, occupational health and safety, and human rights. The results of supplier assessments and
related engagement activities, including input obtained through audits and worker-related reviews, are used to prioritise follow-up actions,
define corrective measures, and support continuous improvement with suppliers.
Based on the findings from previous and current reporting periods, RHI Magnesita has refined its supplier engagement approach by
strengthening follow-up mechanisms, improving the prioritisation of high-risk suppliers, and enhancing the focus on worker-related issues
identified through audits.
Through this approach, RHI Magnesita strengthens its ability to mitigate material risks, reduce negative impacts on value chain workers,
and support positive social outcomes, while also reinforcing supply chain resilience and the long-term sustainability of its business model.
Governance information
ESRS G1 Business conduct
ESRS 2 General disclosures
Governance
Disclosure requirement related to ESRS 2 GOV-1 – The role of the administrative, supervisory and management bodies
This section is incorporated by reference to the Corporate Governance Section of Annual Report, pages 178-205.
Impact, risk and opportunity management
Disclosure requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks and
opportunities
As part of its materiality assessment, RHI Magnesita identifies and assesses material impacts, risks and opportunities related to business
conduct through a structured risk assessment process. The assessment considers a range of criteria, including the geographic location of
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operations, the nature of business activities, the sector in which the Group operates, and the structure of business transactions, including
acquisitions and relationships with third parties.
Particular attention is given to operations and business relationships in geographies with an elevated inherent risk of corruption, as well as
to activities involving public authorities, complex supply chains or the use of intermediaries. These factors are assessed across the Group’s
own operations and its upstream and downstream value chain.
Fraud and corruption risks are also evaluated in the context of the Group’s growth strategy, particularly in relation to mergers and acquisi-
tions and entry into new markets or product segments. Due diligence processes conducted prior to transactions and during post-acquisition
integration are used to identify potential compliance risks and to assess alignment with the Group’s ethical standards and policies.
The identification of risks is supported by ongoing risk assessments, internal controls and compliance monitoring. While the Group is not
aware of any current investigations that could result in material financial impacts in the next reporting period, fraud and corruption risks are
considered to remain relevant in the medium and long term due to the nature of the operating environment.
Based on this assessment, the Group has implemented measures to mitigate identified risks, including a Code of Conduct, compliance
policies and procedures, mandatory training, whistleblowing mechanisms for employees and third parties, and targeted compliance re-
views in connection with acquisitions and higher-risk activities.
For more details, read Our Risk management approach of Annual Report, pages 37-39.
Disclosure requirement G1-1– Business conduct policies and corporate culture
RHI Magnesita has adopted numerous policies that apply globally, covering the whole value chain, which are relevant to business conduct,
as follows:
Anti-Corruption Policy – mandatory policy with zero tolerance of bribery and corruption which prohibits employees from offer-
ing, promising or granting any advantage with the objective of obtaining unlawful consideration – implemented since 2020.
Anti-trust and Fair Competition Policy – mandatory compliance with all anti-trust and competition laws in all relevant jurisdic-
tions. Prohibits anti- competitive behaviour such as communicating with competitors concerning pricing or tenders or obtaining
competitive knowledge through illegal means. Provides guidance for dealing with possible situations and how staff should react,
including procedures for reporting potentially anti-competitive behaviour.
Conflict of Interest Guideline – complements Code of Conduct and Anti-Corruption Policy, providing more detailed explana-
tions for staff as to what practical scenarios may give rise to a conflict of interest. Sets out procedure for disclosing any potential
conflict of interest for internal management.
Gifts and Invitations Guideline – complements Code of Conduct and Anti-Corruption Policy, providing more detailed explana-
tions for staff as to when gifts and invitations should be declared and/or refused so as not to give rise to a potential conflict of
interest or perception of potentially corrupt behaviour.
Code of Conduct – detailed document setting out standards of behaviour that are expected of employees, covering general
principles and specific guidance in all areas of business conduct.
Supplier Code of Conduct – declaration for signing by all suppliers committing to minimum standards of business conduct,
aligned with the Group’s own Code of Conduct.
Global Gender Equality Policy – policy establishing RHI Magnesita’s commitment to equality across all genders and how indi-
viduals are treated in the workplace irrespective of their personal characteristics.
Sanctions, Export Controls and Business Partner Due Diligence Policy – policy establishing RHI Magnesita’s commitment to
complying with all applicable sanctions and export control laws, and mandates that third-party engagements are conducted only
with professional, ethical, and compliant partners.
Anti-Discrimination and Anti-Harassment Policy – policy affirming zero-tolerance stance against all forms of discrimination, har-
assment, and vilification. The policy underscores RHI Magnesita’s commitment to maintaining a respectful workplace and our role
as an equal opportunity employer.
Data protection and privacy - established a comprehensive framework for data protection and privacy, including global policies,
employee guidelines, and procedures for compliance, retention, and breach management. These measures ensure responsible
handling of personal data and reinforce trust through transparency and accountability.
Speak Up Policy – complements Code of Conduct, providing more detailed information on reporting and investigation processes
for misconduct.
Human Rights Policy – policy establishing a framework of core human rights principles that RHI Magnesita shall conform to when
conducting its business. The principles are in line with the United Nations Universal Declaration of Human Rights, the principles
of the United Nations Global Compact, and the requirements of relevant local laws, such as the UK Modern Slavery Act 2015,
among others.
Anti-slavery statement - RHI Magnesita’s Anti-Slavery Statement is embedded as a formal policy within its governance framework.
RHI Magnesita rejects and does not tolerate any form of slavery or human trafficking in any part of its business and expects full
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compliance with these standards from its suppliers and contractors. The policy defines clear responsibilities and establishes due
diligence and monitoring processes across operations and the value chain.
RHI Magnesita is committed to adhering to international standards and, as a participant in the UN Global Compact, has pledged to integrate
its principles in the areas of human and labour rights into our business strategy and operations. Our Code of Conduct reflects this commit-
ment, ensuring compliance with human and civil rights as well as applicable labour and social laws. Respect, fairness, and equal oppor-
tunity-ties are core values we demand from our employees and business partners alike. The CEO is the most senior executive responsible
for policy implementation. All policies are publicly available on the Group’s website in the Policy Library section.
How RHI Magnesita fosters its corporate culture
This section is incorporated by reference to the Corporate Governance Report, under the section “Culture and Purpose” (pages 196-198).
Mechanisms for identifying, reporting and investigating concerns
Potential concerns about ethical misconduct or any compliance matters can be reported by all stakeholders (both internal and external) to
an independently operated, confidential, and anonymous whistleblowing hotline, available in areas where the Group operates as well as
other locations, in several languages. Contact details are communicated throughout the business and are available externally on the
Group’s website. In addition to the hotline, whistleblowing reports can also be submitted via other channels, such as to a dedicated email
address. All reports are overseen by the Internal Audit, Risk & Compliance team and then addressed on a case-by-case basis.
The Audit & Compliance Committee and Board reviews this process and the reports arising from it, ensuring there are arrangements in
place for the appropriate investigation of these cases and that follow-up actions to address the root causes are completed.
We use digital registers, workflows and employee guidelines to address, document and monitor conflicts of interest declarations, gifts and
invitations, and community investment approvals.
Business partners (e.g. customers, sales intermediaries and suppliers) and transactions such as mergers or acquisitions are subject to a
separate due diligence process. All sales agents are certified by Ethixbase360 (formerly TRACE International), a leading international or-
ganisation specialised in third-party due diligence solutions.
Our focus on human rights and labour rights includes a programme of supplier audits. In 2025, we will continue to strengthen our human
rights due diligence processes within the Group and in the supply chain.
In compliance with this legislation, a Human Rights Officer has been appointed. The Board approves an annual statement in accordance
with the UK Modern Slavery Act 2015 and the California Transparency in Supply Chains Act.
In 2025 particular attention continued to be given to the integration of acquired entities in respect of ethics and compliance standards.
Extensive work was conducted as part of integration activities to understand the compliance culture of each new entity and work to har-
monise their approach with Group practices.
Emphasis was placed on face-to-face interaction and discussion to jointly evolve Business Ethics approaches.
We encourage anyone with ethics or compliance concerns to report them to an independently operated hotline, which is confidential and
can be used anonymously.
RHI Magnesita is firmly committed to whistleblower protection, adhering to the principle of non-retaliation and ensuring that all reports
are investigated with appropriate follow-up actions. The Group is subject to various legal requirements for whistleblower protection, which
vary based on national legislation. To ensure transparency and oversight, the Audit & Compliance Committee regularly reviews data on
cases submitted via the hotline and other reporting channels, as well as the outcomes of investigations. This approach reinforces RHI Mag-
nesita’s commitment to ethical business practices and compliance with legal and regulatory standards.
Disclosure requirement G1-2 – Management of relationships with suppliers
RHI Magnesita’s top 20 suppliers account for approximately 21% of our expenditure and the top 200 around 57%. Procurement extends to
suppliers producing refractory raw materials, energy suppliers facilitating the conversion of raw materials to finished products, transport
suppliers, and manufacturing suppliers. While contractual commitments generally do not exceed one year, the Group may enter into
longer contracts on an exceptional basis for critical raw materials and energy. Our operational focus is on capital and energy intensive
processes, especially in equipment for raw material and finished product production. Most specific raw materials are sourced from China,
resulting in a lengthy supply chain. Procurement spending in our industry equates to about two-thirds of revenue, on average.
Despite a high reliance on Chinese raw materials in the broader refractory industry, RHI Magnesita’s suppliers are predominantly situated
in the regions where its production facilities operate. Europe leads in supplier concentration, followed by China, Brazil, the USA, and India.
In our commitment to sustainable procurement, the Group aims to integrate sustainability priorities into its procurement processes. RHI
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Magnesita has a global guidance that adheres to all legal requirements regarding payments and focus fair treatment of all suppliers, espe-
cially small and medium-sized enterprises (SMEs). Payment terms are clearly defined in contracts and purchase orders, and invoices are
processed in a timely manner in accordance with established internal procedures. Payment performance is monitored on a regular basis,
and corrective actions are taken where recurring delays are identified.
RHI Magnesita’s sustainable supply chain guideline foresees the integration of social and environmental criteria into the tender and sup-
plier selection process. While these criteria are not yet systematically applied across all tenders, they are included selectively and form
part of Group ongoing improvement efforts.
Supply chain due diligence
Since 2022, RHI Magnesita has established a framework for supply chain due diligence, to ensure ethical and compliant practices across
the Group’s supplier network. A comprehensive Supplier Code of Conduct outlines the standards and expectations the Group holds for all
partners in the supply chain. Supplier desktop evaluations and on-site assessments are also used to proactively identify and address any
potential risks, fostering a sustainable and resilient supply chain.
The company’s sustainable supply chain guideline foresees the integration of social and environmental criteria into the tender and sup-
plier selection process. While these criteria are not yet systematically applied across all tenders, they are included selectively and form
part of our ongoing improvement efforts.
For selected raw material suppliers, contractual clauses addressing environmental and/or social requirements are already in place.
Supplier code of conduct
The Supplier Code of Conduct requires suppliers to follow the same principles as set out in RHI Magnesita’s own Code of Conduct. It is
distributed to all suppliers who are required to confirm compliance.
Supplier assessments through EcoVadis
An assessment system developed with EcoVadis is used to rate potential suppliers for sustainability impacts such as energy use, CO
2
emis-
sions and waste. The ratings resulting from this assessment form an important part of the Group’s decision-making procurement process.
The initial phase of supplier assessments started in 2021 based on contract size and risk mapping. The process continued in 2025, now
covering 64.9% of spend.
Supplier on-site assessments
The Group conducts on-site assessments to evaluate suppliers based on product quality, Health & Safety and ESG aspects. RHI Magnesita
has increased the number of on-site assessments, covering 52 in 2024 and 68 in 2025. The assessments were conducted across all regions.
Supplier product carbon footprint
Since the contribution of raw material extraction and processing is the largest single source of CO
2
emissions in the refractory value chain,
the Group is seeking to increase the accuracy of its supplier CO
2
emissions data. Since 2023 our specific focus is with selected raw material
suppliers by raising their awareness of our data requirements and providing support on the required calculation methodology. Accurate
information enables the Group to prioritise suppliers with lower emissions in order to minimise Scope 3 emissions. Engagement on the
subject of emissions also demonstrates to potential suppliers that CO
2
reduction is a key priority for the Group, which is expected to drive
long-term changes in supplier behaviour and energy use.
Supplier collaboration
RHI Magnesita is committed to shaping a more resilient and sustainable supply chain. Therefore, the Group seeks collaborations with stra-
tegic suppliers to create more sustainable goods and services, with lower environmental impact. Several collaborations in 2025 resulted in
projects with positive impacts, such as emission reduction in dedicated transport lanes in Europe and a program in Latin America that
provides our transport partners with trees grown in our own nurseries to be planted in proportion to their transport volumes.
Read more about our actions in chapter ESRS S2.
Disclosure requirement G1-3 – Prevention and detection of corruption or bribery
In 2025 we continued to embed and evolve our compliance policies and procedures. We take a zero-tolerance approach to incidents of
fraud, bribery or corruption in our business. This approach is set out in our Code of Conduct, which was updated and re-launched in 2025,
as well as our Supplier Code of Conduct. The reshaped Code of Conduct with an emphasis on simple, focused messaging for key areas,
including business ethics, integrity, health and safety, anti-corruption, legal compliance, data privacy, sustainability, and conflict of interest
avoidance has been well received across the Group. All 107 (2024:109) governance body members and employees have been informed of
the Group’s Anti-Corruption (AC) policies and procedures. As part of compliance measures, they have completed mandatory e-learning
training.
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Comprehensive online training is mandatory for key compliance areas, including business ethics, data privacy, sanctions, and export con-
trols. Regular monitoring ensures completion across all office-based employees. Newly onboarded employees are required to complete
these training sessions within the first three months of employment.
During 2025, ensuring the continuity of high standards for ethics and compliance continued to be prominent element of the transfer of
staff to Capgemini. Capgemini staff, including both transferred and newly hired employees, were required to complete the mandatory
compliance training, to ensure the continuity and ongoing quality of the ethics.
The anti-corruption and bribery training covers:
definition and legal framework of bribery and corruption;
consequences of non-compliance;
identification of high-risk activities and locations;
risks associated with cash transactions, gifts, and entertainment;
preventative measures to mitigate bribery and corruption risks;
proper maintenance of books and records;
identification of politically exposed persons (PEPs); and
adherence to Group policy on anti-corruption and bribery.
This structured approach reinforces compliance, mitigates legal and reputational risks, and strengthens ethical business practices across
the organisation and value chain.
In 2025, the Region-wise breakdown indicates the following e-learnings completion rates for white-collar staff: Europe &CIS at 95%,
China & East Asia at 100%, North America at 94%, Latin America at 94%, and India at 95%, and Middle East, Türkiye and Africa at 91%.
The regional analysis of e-learning completion rates for white-collar employees in 2024 shows consistently high participation levels: Eu-
rope/CIS/TR reached 96%, China & East Asia achieved 100%, the Americas (North and South America) recorded 95%, and India & West
Asia attained 96%.
In 2025, the Group reorganized its regional business units. A new “Middle East, Türkiye and Africa” (META) region was created; the former
“India, West Asia and Africa” region was renamed “India” and is now focused solely on India; the “South America” region was renamed “Latin
America”; and Mexico was reallocated from “North America” to “Latin America”. The regional information presented above reflects the com-
parative data for 2024 based on the previous regional structure, while the 2025 data has been prepared in accordance with the new re-
gional structure.
The e-learnings completion rates for white-collar staff have been kept stable since 2024 due to the continued focus of senior leadership
on the Code of Conduct and the related training.
During the integration activities for M&A, training is initiated as soon as employees are integrated into the Group HR system to ensure
seamless compliance alignment.
Furthermore, all business partners have acknowledged and accepted the Group’s standard contract terms, which mandate adherence to
both RHI Magnesita’s Code of Conduct and the Supplier Code of Conduct. These documents are readily accessible via the Group’s website,
ensuring transparency and broad dissemination among business partners.
During the financial year 2025, the Group provided training to its own at-risk workers. Training is mandatory for all white-collar roles clas-
sified as at-risk functions, but the Group also provides voluntary training to other of its own workers.
We regularly conduct compliance risk assessments, such as fraud risk assessments, with results presented to management and the Audit
& Compliance Committee each year. The regular risk assessments conducted at Group, regional and plant level cover Compliance risks
(including corruption risks). The plant risk assessment carried out in 2025 included 67 plants and mines, including newly acquired sites.
Read more about the RHI Magnesita’s Risk Management Approach on pages 37-39.
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Metrics and targets
Disclosure requirement G1-4 – Incidents of corruption or bribery
Assumptions and Methodologies
These metrics have not been externally validated by any organisation other than the assurance provider and they account with the num-
ber of cases reports to our compliance management system.
In 2025, the hotline and additional reporting channels generated 146 reports as of 31 Dec 2025 (versus 184 in 2024). 137 cases have been
investigated and nine are classified as non-case reports. Out of these, five cases are classified under the category ‘Bribery & Corruption’
(2024:6). Submissions are classified as non-case reports where they cannot be processed as a case due to the absence of minimum infor-
mation required for assessment or follow-up. This includes submissions with no factual description of an issue, no recorded content or
supporting documentation, no identifiable concern or allegation, or submissions in which the communication line is mute or blank.
The investigation into all cases is overseen by IARC department and investigations are performed in collaboration with other departments
and external legal support if necessary. For substantiated complaints, RHI Magnesita takes appropriate action to address the immediate risk
and implement preventive actions.
There were no confirmed incidents of corruption or bribery during the reporting period, no public legal cases brought against the Company
or its own workers and therefore no outcomes to report, no cases in which own workers were dismissed or disciplined, and no contracts with
business partners that were terminated or not renewed due to corruption or bribery-related violations. Read more about RHI Magnesita’s
internal controls on pages 40-41.
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Recomendation Recommended Disclosure Page
Governance Describe the Management’s role in assessing and managing climate-related risks and opportunities 73
Describe the Board’s oversight of climate-related risks and opportunities 76
Strategy Describe the climate-related risks and opportunities the organisation has identified over the short,
medium and long term.
110
Describe the impact of climate-related risks and opportunities on the organisation’s business,
strategy and financial planning.
111
Describe the resilience of the organisation’s strategy, taking into consideration dierent
climate-related scenarios, including a 2°C or lower scenario
111
Risk Management Describe the organisation’s processes for identifying and assessing climate-related risks 111
Describe the organisation’s processes for managing climate-related risks 111-112
Describe how processes for identifying, assessing, and managing climate-related risks are integrated
into the organisation’s overall risk management.
113-114
Metrics and Targets Disclose the metrics used by the organisation to assess climate-related risks and opportunities,
in line with its strategy and risk management process
115-116
Describe the targets used by the organisations to manage climate-related risks, opportunities,
and performances against targets.
115-116
Disclose Scope 1, Scope 2 and if appropriate Scope 3 greenhouse gas (GHG) emissions,
and the related risks
130
TCFD Recommendations
167RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
APPENDIX
The following index shows the disclosure requirements that were followed in preparing the sustainability statement based on the results
of the materiality assessment, including the page numbers that contain the corresponding disclosures in the sustainability statement.
In addition, we provide below information on data points in the ESRS 2 and the thematic ESRSs arising from other EU legislation
(ESRS 2 Annex B) – as well as requirements under the thematic ESRSs that need to be taken into account when reporting on
the ESRS 2 disclosure requirements (ESRS 2 Annex C).
Disclosure Requirement and related
datapoint (1) SFDR reference
1
(2) Pillar 3 reference
2
(3) Benchmark
Regulation reference
3
(4) EU Climate Law
reference
4
Page
Reference/
Relevance
ESRS 2
GOV-1 Board’s gender diversity
paragraph 21 (d)
Indicator number 13
of Table #1 of Annex 1
Commission
Delegated
Regulation (EU)
2020/1816
5
,
Annex II
73
ESRS 2 GOV-1
Percentage of board members
who are independent
paragraph 21 (e)
Indicator number 10
Table #3 of Annex 1
73
ESRS 2 SBM-1
Involvement in activities related
to fossil fuel activities
paragraph 40 (d) i
Indicators number 4
Table #1 of Annex 1
Article 449a Regulation (EU)
No 575/2013; Commission
Implementing Regulation
(EU) 2022/2453
6
Table 1:
Qualitative information on
Environmental risk and Table
2: Qualitative information
on Social risk
Delegated
Regulation (EU)
2020/1816,
Annex II
80
ESRS 2 SBM-1
Involvement in activities related
to chemical production
paragraph 40 (d) ii
Indicator number 9
Table #2 of Annex 1
Delegated
Regulation (EU)
2020/1816,
Annex II
Not
material
ESRS 2 SBM-1
Involvement in activities related
to controversial weapons
paragraph 40 (d) iii
Indicator number 14
Table #1 of Annex 1
Delegated
Regulation (EU)
2020/1818
7
,
Article 12(1)
Delegated
Regulation (EU)
2020/1816,
Annex II
Not
material
ESRS 2 SBM-1
Involvement in activities related
to cultivation and production of
tobacco paragraph 40 (d) iv
Delegated
Regulation (EU)
2020/1818,
Article 12(1)
Delegated
Regulation (EU)
2020/1816,
Annex II
Not
material
ESRS E1-1
Transition plan to reach
climate neutrality by 2050
paragraph 14
Regulation (EU)
2021/1119,
Article 2(1)
Not
material
ESRS 2 – IRO-2 – List of datapoints in
cross-cutting and topical standards that
derive from other EU legislation
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025168
APPENDIX CONTINUED
Disclosure Requirement and related
datapoint (1) SFDR reference
1
(2) Pillar 3 reference
2
(3) Benchmark
Regulation reference
3
(4) EU Climate Law
reference
4
Page
Reference/
Relevance
ESRS E1-1
Undertakings excluded from
Paris-aligned Benchmarks
paragraph 16 (g)
Article 449a; Regulation
(EU) No 575/2013;
Commission Implementing
Regulation (EU) 2022/2453
Template 1: Banking book –
Climate change transition
risk: Credit quality of
exposures by sector,
emissions and residual
maturity
Delegated
Regulation (EU)
2020/1818,
Article12.1 (d)
to (g), and
Article 12.2
Not
material
ESRS E1-4
GHG emission reduction
targets paragraph 34
Indicator number 4
Table #2 of Annex 1
Article 449a Regulation (EU)
No 575/2013; Commission
Implementing Regulation
(EU) 2022/2453 Template 3:
Banking book – Climate
change transition risk:
alignment metrics
Delegated
Regulation (EU)
2020/1818,
Article 6
123
ESRS E1-5
Energy consumption from
fossil sources disaggregated
by sources (only high climate
impact sectors) paragraph 38
Indicator number 5
Table #1 and
Indicator n. 5 Table
#2 of Annex 1
125
ESRS E1-5
Energy consumption and
mix paragraph 37 ESRS
Indicator number 5
Table #1 of Annex 1
125
ESRS E1-5
Energy intensity associated
with activities in high climate
impact sectors paragraphs 40
to 43 ESRS
Indicator number 6
Table #1 of Annex 1
127
ESRS E1-6
Gross Scope 1, 2, 3 and Total
GHG emissions paragraph 44
Indicators number 1
and 2 Table #1 of
Annex 1
Article 449a; Regulation
(EU) No 575/2013;
Commission Implementing
Regulation (EU) 2022/2453
Template 1: Banking book –
Climate change transition
risk: Credit quality of
exposures by sector,
emissions and residual
maturity
Delegated
Regulation (EU)
2020/1818,
Article 5(1), 6
and 8(1)
130
ESRS E1-6
Gross GHG emissions intensity
paragraphs 53 to 55
Indicators number 3
Table #1 of Annex 1
Article 449a Regulation (EU)
No 575/2013; Commission
Implementing Regulation
(EU) 2022/2453 Template 3:
Banking book – Climate
change transition risk:
alignment metrics
Delegated
Regulation (EU)
2020/1818,
Article 8(1)
130
ESRS E1-7
GHG removals and carbon
credits paragraph 56
Regulation (EU)
2021/1119,
Article 2(1)
Not
material
ESRS E1-9
Exposure of the benchmark
portfolio to climate-related
physical risks paragraph 66
Delegated
Regulation (EU)
2020/1818,
Annex II
Delegated
Regulation (EU)
2020/1816,
Annex II
134
169RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
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APPENDIX CONTINUED
Disclosure Requirement and related
datapoint (1) SFDR reference
1
(2) Pillar 3 reference
2
(3) Benchmark
Regulation reference
3
(4) EU Climate Law
reference
4
Page
Reference/
Relevance
ESRS E1-9
Disaggregation of monetary
amounts by acute and chronic
physical risk paragraph 66 (a)
ESRS E1-9
Location of significant assets
at material physical risk
paragraph 66 (c).
Article 449a Regulation (EU)
No 575/2013; Commission
Implementing Regulation
(EU) 2022/2453 paragraphs
46 and 47; Template 5:
Banking book – Climate
change physical risk:
Exposures subject to
physical risk.
134
ESRS E1-9
Breakdown of the carrying
value of its real estate assets
by energy-eciency classes
paragraph 67 (c).
Article 449a Regulation (EU)
No 575/2013; Commission
Implementing Regulation
(EU) 2022/2453 paragraph
34; Template 2: Banking
book – Climate change
transition risk: Loans
collateralised by immovable
property – Energy
eciency of the collateral
Not
material
ESRS E1-9
Degree of exposure of the
portfolio to climate- related
opportunities paragraph 69
Delegated
Regulation (EU)
2020/1818,
Annex II
134
ESRS E2-4
Amount of each pollutant listed
in Annex II of the E-PRTR
Regulation (European Pollutant
Release and Transfer Register)
emitted to air, water and soil,
paragraph 28
Indicator number 8
Table #1 of Annex 1
Indicator number 2
Table #2 of Annex 1
Indicator number 1
Table #2 of Annex 1
Indicator number 3
Table #2 of Annex 1
135
ESRS E3-1
Water and marine resources
paragraph 9
Indicator number 7
Table #2 of Annex 1
Not
material
ESRS E3-1
Dedicated policy paragraph 13
Indicator number 8
Table 2 of Annex 1
Not
material
ESRS E3-1
Sustainable oceans and
seas paragraph 14
Indicator number 12
Table #2 of Annex 1
Not
material
ESRS E3-4
Total water recycled and
reused paragraph 28 (c)
Indicator number 6.2
Table #2 of Annex 1
Not
material
ESRS E3-4
Total water consumption in
m
3
per net revenue on own
operations paragraph 29
Indicator number 6.1
Table #2 of Annex 1
Not
material
ESRS 2 – SBM-3 – E4,
paragraph 16 (a) i
Indicator number 7
Table #1 of Annex 1
Not
material
ESRS 2 – SBM-3 – E4,
paragraph 16 (b)
Indicator number 10
Table #2 of Annex 1
Not
material
ESRS 2 – SBM-3 – E4,
paragraph 16 (c)
Indicator number 14
Table #2 of Annex 1
Not
material
ESRS E4-2
Sustainable land/agriculture
practices or policies
paragraph 24 (b)
Indicator number 11
Table #2 of Annex 1
Not
material
ESRS E4-2
Sustainable oceans/seas
practices or policies
paragraph 24 (c)
Indicator number 12
Table #2 of Annex 1
Not
material
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025170
APPENDIX CONTINUED
Disclosure Requirement and related
datapoint (1) SFDR reference
1
(2) Pillar 3 reference
2
(3) Benchmark
Regulation reference
3
(4) EU Climate Law
reference
4
Page
Reference/
Relevance
ESRS E4-2
Policies to address
deforestation paragraph 24 (d)
Indicator number 15
Table #2 of Annex 1
Not
material
ESRS E5-5
Non-recycled waste
paragraph 37 (d)
Indicator number 13
Table #2 of Annex 1
Not
material
ESRS E5-5
Hazardous waste and
radioactive waste paragraph 39
Indicator number 9
Table #1 of Annex 1
Not
material
ESRS 2-SBM3 – S1
Risk of incidents of forced
labour paragraph 14 (f)
Indicator number 13
Table #3 of Annex I
Not
material
ESRS 2-SBM3 – S1
Risk of incidents of child labour
paragraph 14 (g)
Indicator number 12
Table #3 of Annex I
Not
material
ESRS S1-1
Human rights policy
commitments, paragraph 20
Indicator number 9
Table #3 and
Indicator number 11
Table #1 of Annex I
145
ESRS S1-1
Due diligence policies on issues
addressed by the fundamental
International Labor
Organisation Conventions
1 to 8, paragraph 21
Delegated
Regulation (EU)
2020/1816,
Annex II
145
ESRS S1-1
processes and measures for
preventing tracking in human
beings paragraph 22
Indicator number 11
Table #3 of Annex I
145
ESRS S1-1
workplace accident prevention
policy or management system
paragraph 23
Indicator number 1
Table #3 of Annex I
145
ESRS S1-3
grievance/complaints handling
mechanisms paragraph 32 (c)
Indicator number 5
Table #3 of Annex I
147
ESRS S1-14
Number of fatalities
and number and rate of
work- related accidents
paragraph 88 (b) and (c)
Indicator number 2
Table #3 of Annex I
Delegated
Regulation (EU)
2020/1816,
Annex II
156
ESRS S1-14
Number of days lost to injuries,
accidents, fatalities or illness
paragraph 88 (e)
Indicator number 3
Table #3 of Annex I
156
ESRS S1-16
Unadjusted gender pay gap
paragraph 97 (a)
Indicator number 12
Table #1 of Annex I
Delegated
Regulation (EU)
2020/1816,
Annex II
Not
material
ESRS S1-16
Excessive CEO pay ratio
paragraph 97 (b)
Indicator number 8
Table #3 of Annex I
Not
material
ESRS S1-17
Incidents of discrimination
paragraph 103 (a)
Indicator number 7
Table #3 of Annex I
157
171RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
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APPENDIX CONTINUED
Disclosure Requirement and related
datapoint (1) SFDR reference
1
(2) Pillar 3 reference
2
(3) Benchmark
Regulation reference
3
(4) EU Climate Law
reference
4
Page
Reference/
Relevance
ESRS S1-17
Non-respect of UNGPs on
Business and Human Rights
and OECD paragraph 104 (a)
Indicator number 10
Table #1 and
Indicator n. 14
Table #3 of Annex I
Delegated
Regulation (EU)
2020/1816,
Annex II
Delegated
Regulation (EU)
2020/1818,
Art 12 (1)
157
ESRS 2-SBM3 – S2
Significant risk of child labour
or forced labour in the value
chain paragraph 11 (b)
Indicators number 12
and n. 13 Table #3
of Annex I
157
ESRS S2-1
Human rights policy
commitments paragraph 17
Indicator number 9
Table #3 and
Indicator n. 11 Table
#1 of Annex 1
159
ESRS S2-1
Policies related to value chain
workers paragraph 18
Indicator number 11
and n. 4 Table #3
of Annex 1
159
ESRS S2-1
Non-respect of UNGPs on
Business and Human Rights
principles and OECD
guidelines paragraph 19
Indicator number 10
Table #1 of Annex 1
Delegated
Regulation (EU)
2020/1816,
Annex II
Delegated
Regulation (EU)
2020/1818,
Art 12 (1)
159
ESRS S2-1
Due diligence policies on issues
addressed by the fundamental
International Labor
Organisation Conventions
1 to 8, paragraph 19
Delegated
Regulation (EU)
2020/1816,
Annex II
159
ESRS S2-4
Human rights issues and
incidents connected to its
upstream and downstream
value chain paragraph 36
Indicator number 14
Table #3 of Annex 1
160
ESRS S3-1
Human rights policy
commitments paragraph 16
Indicator number 9
Table #3 and
Indicator n. 11 Table
#1 of Annex 1
Not
material
ESRS S3-1
non-respect of UNGPs on
Business and Human Rights,
ILO principles or and OECD
guidelines paragraph 17
Indicator number 10
Table #1 of Annex 1
Delegated
Regulation (EU)
2020/1816,
Annex II
Delegated
Regulation (EU)
2020/1818,
Art 12 (1)
Not
material
ESRS S3-4
Human rights issues and
incidents paragraph 36
Indicator number 14
Table #3 of Annex 1
Not
material
ESRS S4-1
Policies related to consumers
and end-users paragraph 16
Indicator number 9
Table #3 and
Indicator n. 11 Table
#1 of Annex 1
Not
material
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025172
APPENDIX CONTINUED
Disclosure Requirement and related
datapoint (1) SFDR reference
1
(2) Pillar 3 reference
2
(3) Benchmark
Regulation reference
3
(4) EU Climate Law
reference
4
Page
Reference/
Relevance
ESRS S4-1
Non-respect of UNGPs on
Business and Human Rights
and OECD guidelines
paragraph 17
Indicator number 10
Table #1 of Annex 1
Delegated
Regulation (EU)
2020/1816,
Annex II
Delegated
Regulation (EU)
2020/1818,
Art 12 (1)
Not
material
ESRS S4-4
Human rights issues and
incidents paragraph 35
Indicator number 14
Table #3 of Annex 1
Not
material
ESRS G1-1
United Nations Convention
against Corruption
paragraph 10 (b)
Indicator number 15
Table #3 of Annex 1
162
ESRS G1-1
Protection of whistleblowers
paragraph 10 (d)
Indicator number 6
Table #3 of Annex 1
162
ESRS G1-4
Fines for violation of anti-
corruption and anti-bribery
laws paragraph 24 (a)
Indicator number 17
Table #3 of Annex 1
Delegated
Regulation (EU)
2020/1816,
Annex II
166
ESRS G1-4
Standards of anti-corruption and
anti-bribery paragraph 24 (b)
Indicator number 16
Table #3 of Annex 1
166
1. Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services
sector (OJ L 317, 9.12.2019, p. 1).
2. Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment
firms and amending Regulation (EU) No 648/2012 (Capital Requirements Regulation) (OJ L 176, 27.6.2013, p. 1).
3. Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial
contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014
(OJ L 171, 29.6.2016, p. 1).
4. Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021 establishing the framework for achieving climate neutrality and
amending Regulations (EC) No 401/2009 and (EU) 2018/1999 (‘European Climate Law’) (OJ L 243, 9.7.2021, p. 1).
5. Commission Delegated Regulation (EU) 2020/1816 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council
as regards the explanation in the benchmark statement of how environmental, social and governance factors are taken into account in each benchmark that
is made available and published (OJ L 406, 3.12.2020, p. 1)
6. Commission Implementing Regulation (EU) 2022/2453 of 30 November 2022 amending the implementing technical standards laid down in Implementing
Regulation (EU) 2021/637 with regard to the disclosure of environmental, social and governance risks (OJ L 324, 19.12.2022, p.1).
7. Commission Delegated Regulation (EU) 2020/1818 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council
with regard to minimum standards for EU climate transition benchmarks and for EU Paris-aligned benchmarks (OJ L 406, 3.12.2020, p. 17).
173RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
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APPENDIX CONTINUED
Ensuring safe working environments
in its operations
Total Recordable Injury Frequency Rate
<2.0 per 1,000,000 hours worked by 2030
Health and safety remain a core strategic priority, guiding actions
to protect our workforce and strengthen operations through
expanded Life-Saving Rules, enhanced major hazard prevention,
and a learning-driven safety culture supported by stronger data
and leadership engagement.
In 2025, the Group invested €10 million in health and safety.
One work-related fatality was recorded and TRIFR closed the year
at 4.09; the increase of KPI is due to improved reporting, expanded
data capture, and site-specific operational factors.
Sponsoring Education and Youth Development
CSR projects
RHI Magnesita supports Sustainable Development Goal 4 –
Quality Education – by promoting inclusive, equitable, and
life-long learning. We enable all employees, regardless of
role or location, to develop current skills and build capabilities
for the future.
In 2025, our contributions included providing broad access
to the RHIM Learning Academy, LinkedIn Learning, and the
UN Learning Academy, expanding access to qualified teachers
for disadvantaged students, and training suppliers through
dedicated learning content available on our website.
Committed to supporting gender equity
in our workplace on all levels
Board gender diversity equal or above 33%
Women in senior leadership roles equal or above
33%
Diversity, Equity & Inclusion are embedded in our culture.
By promoting gender equity and equal opportunities at all levels,
we strengthen decision-making and support sustainable
business performances.
Gender balance enables diverse perspectives, strengthens
decision-making, and supports an inclusive, high-performing
workplace. We are committed to pay equity, ensuring no gender
based wage disparities for employees in comparable roles and
responsibilities.
Committed to continually improve the energy
eciency of its operations and the use of
cleaner energy sources
5%energy consumption reduction per ton by
2025 versus 2018 levels
Reduce energy consumption by 1% annually
through 2030 versus 2024 baseline
RHI Magnesita operates exclusively in high climate-impact
sectors, with all revenue classified accordingly. Energy production
comprises 1,000 MWh from non-renewable and 3,600 MWh
from renewable sources. A 9%reduction in energy consumption
per ton achieved against the 2018 baseline year.
Oering apprenticeship opportunities,
investment on skill development programs
Each year, the company opens up applications for its globally
structured Trainee program for hiring and developing graduates
from around the world. Participants also get to take part in a
rotation abroad to gain international experience
We oer apprenticeships and internships from age 16 and
strengthened partnerships with educational institutions to support
early career choices and encourage female participation.
Developing R&D projects, setting key
partnerships to enhance Recycling and
Decarbonisation (e.g. ReSOURCE and
CCUS – MCi Carbon)
Achieve 20% of recycling rate by 2030 versus
2024 levels
Reduction of 10% of Scope 1, 2, 3 emissions
(raw materials) per ton by 2030 versus 2024 levels
RHI Magnesita’s climate strategy balances decarbonisation
ambition with the technical constraints of long-lived,
energy-intensive refractory production.
Increasing the use of recycled and secondary raw materials is the
Group’s key near-term decarbonisation lever, reducing emissions
and strengthening supply security. In parallel, RHI Magnesita
is preparing for future technologies, including alternative fuels,
electrification, hydrogen-based firing and carbon capture
and utilisation.
Sustainable Development
Goals (SDG) index
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025174
APPENDIX CONTINUED
Investing directly and indirectly to Education
& Youth Development, Health & Medical care
and Environment
1% of Group annual net profit to support
Community Investments
To ensure focus and maximum benefit and be aligned with Group
Sustainability Strategy, the contributions should target these focus
areas: Education & Youth Development, Health & Medical care
and Environment.
In 2025, RHI Magnesita spent over €1,5 million in community
projects – Almost 80% of investments done in Education and
Youth development.
Committed to increase the usage of recycled
materials and promote and develop the circular
economy wherever possible
Achieve 15% of recycling rate by 2025
Achieve 20% of recycling rate by 2030
Recycling is a cover lever of RHI Magnesita’s decarbonisation
transition plan. In 2025, recycling has evolved from a verticalized
focus to a comprehensive business overview, forming a complete
recycling platform solution that underscores its strategic
importance as well as its environmental and commercial value.
In 2025, the Group advanced recycling through targeted process
and technology improvements across regions, increasing the use
of recycled materials while maintaining product quality.
Recycling reached 15.9%, supporting the 2030 target of 20%
and delivering meaningful CO reductions. Progress toward the
2030 recycling target is supported by organic growth, regional
recycling hubs, and expanded partnerships, including a joint
venture in North America.
Committed to minimize direct and indirect
CO and other greenhouse gas emissions
15% Reduction of Scope 1, 2, 3 emissions
(raw materials by 2025 versus 2018 levels
10% Reduction of Scope 1, 2, 3 emissions
(raw materials by 2030 versus 2024 levels
The Group achieved its 2025 target of a 15% reduction in
CO intensity per tonne of product, reaching a reduction of 15%
compared to the 2018 base year. This improvement was primarily
driven by increased use of secondary raw materials, operational
eciency measures, and lower short-term plant utilisation,
which partially oset slower progress in fuel switching.
The Group progressed its decarbonisation roadmap through
expanded recycling, energy eciency measures, increased
renewable energy use, and targeted investments in circular
raw materials.
Additionally, the Group advanced key technology pathways and
partnerships to address hard-to-abate emissions, including Green
Minerals Initiative, which includes a pilot plant in Australia and
preparation for commercial deployment in Austria from 2029.
Overall, €4.5 million was invested in CO reduction measures,
reinforcing alignment with a low-carbon transition.
Committed to minimize any other emissions,
pollution, during operation or at our customers
sites which could adversely aect humans,
or the environment
RHI Magnesita aims to minimise emissions,
pollution and substance releases to protect
people, nature and the environment
In 2025, several targeted initiatives were implemented to reduce
air pollution across the Group’s global core operations.
Actions completed during the reporting year focused on reducing
dust emissions and occupational exposure, supporting the Group’s
commitment to health protection and environmental standards.
175RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
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APPENDIX CONTINUED
RHIM Policy DR Applies to Key Commitments Last Update Pages
Anti-corruption policy G1- Business
Conduct
Group-wide- all directors,
managers and employees,
as well as third parties acting
on behalf of the Group, who
must formally commit prior
to providing services.
Zero tolerance for bribery
and corruption; prohibits
any improper advantage
and requires compliance
with all applicable
anti-corruption laws
2020 162
Anti-Discrimination and
Anti-Harassment Policy
S1 – Own Workforce
S2 – Workers
in the value chain
G1- Business
Conduct
Group-wide Zero tolerance for
discrimination, harassment
or abusive behaviour, with
access to reporting and
remediation mechanisms
2022 144, 157,
162
Consolidated
Anti-slavery statement
S1 – Own Workforce
S2 – Workers
in the value chain
G1- Business
Conduct
RHI Magnesita N.V.
and all Group companies
(together referred to as
“RHIM” or “RHI Magnesita”)
Zero tolerance for slavery
and human tracking
across own operations and
the supply chain, supported
by human rights due
diligence and dedicated
oversight.
2025 144, 157,
162
Anti-trust and fair
competition policy
G1- Business
Conduct
Group-wide – all directors,
employees and third parties
acting on behalf of
RHI Magnesita.
Full compliance with
competition and anti-trust
laws; prohibits anti-
competitive behaviour and
requires reporting of
suspected violations
2021 162
Code of Conduct G1- Business
Conduct
Group-wide Defines expected standards
of ethical behaviour and
requires compliance with
applicable laws, internal
policies and company
values
2025 162
Conflict of interest guideline G1- Business
Conduct
Group-wide Requires disclosure and
management of actual
or potential conflicts of
interest to ensure decisions
are taken in the best
interest of the Group
2020 162
Data protection
and privacy policy
G1- Business
Conduct
Group-wide – all directors,
managers and employees,
and to third parties
processing or influencing
RHI Magnesita personal data
Ensures lawful, transparent
and secure handling of
personal data through
global policies, procedures
and breach management
controls
2020 162
Gis and invitation guideline G1- Business
Conduct
Group-wide Sets clear rules for
declaring or refusing gis
and invitations to prevent
conflicts of interest and
corrupt behaviour
2020 162
RHI Magnesita Policies Index
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025176
APPENDIX CONTINUED
RHIM Policy DR Applies to Key Commitments Last Update Pages
Global gender equality policy S1 – Own Workforce
S2 – Workers
in the value chain
G1- Business
Conduct
All employees Commits to equal treatment
and equal opportunities
across all genders and
promotes an inclusive,
non-discriminatory
workplace.
2023 144, 157,
162
Human Rights S1 – Own Workforce
S2 – Workers
in the value chain
G1- Business
Conduct
Group-wide Commits to respecting
internationally recognised
human rights and
complying with applicable
human rights and modern
slavery laws
2023 144, 157,
162
IMS – Integrated
Management System –
Health and Safety Policy
S1 – Own Workforce
S2 – Workers
in the value chain
RHI Magnesita N.V.
and all Group companies
(together referred to as
“RHIM” or “RHI Magnesita”)
and employees
Commits to preventing
occupational health and
safety risks through
continuous improvement,
employee consultation,
training, PPE, safe
substance handling and
eective emergency
procedures
2025 144, 157
IMS – Integrated
Management
System- Environment
and Energy policies
E1 – Climate
Change and Energy
E2 – Pollution
E5 – Resource
use and circular
economy
RHIMagnesita N.V.
and all Group companies
(together referred to as
“RHIM” or “RHI Magnesita”)
and employees
Commits to reducing
greenhouse gas emissions,
pollution, resource and
water use, waste and
biodiversity impacts, while
improving energy eciency
and sustainable energy
sourcing, including a
targeted reduction of
specific energy
consumption by
1% per year
2025 121, 134,
141
Sanctions, Export Controls
and Business Partners due
diligence policy
G1- Business
Conduct
Group-wide Ensures compliance with
sanctions and export
control laws and requires
risk-based due diligence
of business partners
2021 162
Speak up Policy S1 – Own Workforce
S2 – Workers
in the value chain
G1- Business
Conduct
All employees Provides confidential
channels for reporting
misconduct and defines
investigation and escalation
processes
2024 144, 158,
162
Stakeholder dialogue policy S1 – Own Workforce
S2 – Workers
in the value chain
Group-wide Commits to transparent
stakeholder engagement,
fair grievance handling and
regular communication
of outcomes
2023 144, 158
Supplier Code of Conduct S1 – Own Workforce
S2 – Workers
in the value chain
G1- Business
Conduct
Suppliers Requires suppliers to meet
minimum ethical and legal
standards, aligned with
the Group’s values and
Code of Conduct
2025 144, 158,
162
Policies available on RHI Magnesita website.
177RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
APPENDIX CONTINUED
v
GOVERNANCE
179 Governance at a glance
180 Chair’s introduction to
corporate governance
182 Board of Directors
188 Executive Management Team
189 Corporate Governance report
206 Nomination & Governance
Committee report
210 Corporate Sustainability
Committee report
212 Audit & Compliance
Committee report
218 Remuneration Committee report
226 Annual Report on Remuneration
Our
Governance
OUR GOVERNANCE
In this section, you can read about RHI Magnesita’s
approach to governance. We prioritise pragmatism
to engender innovation, sustainability and
openness, whilst remaining focused on responsible
business outcomes.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025178
GOVERNANCE AT A GLANCE
Strategy
• At RHI Magnesita,
we are not just adapting
to a changing world, we
are shaping the future
• We defined three pillars
for the 2035 Strategy:
1. Portfolio enhancement
2. Performance excellence
3. Planet engagement
• We continue to
consolidate the refractory
industry and expand
sustainability capabilities
Purpose, culture
and values
• Embedding the refreshed
cultural values
• Culture is a key facilitator
of successful strategic
decisions and a
zero-harm workplace
• Culture enables informed
decision making
facilitating successful
outcomes to create
stakeholder value
• Significant progress
made in the safety culture
transformation
• Leveraged Artificial
Intelligence in areas of
health & safety as well as
building knowledge tools
to support eective
corporate decision making
• Strategic use of capital in
order to innovate
• Successful CCUpScale
project to make significant
strides towards
establishing the world’s
first carbon capture and
utilisation (CCU) plant in
the refractory industry
• Ongoing progress with
decarbonisation through
the development of
technologies with our
innovation partners
Read more about
Sustainability & Innovation
Page 181
Health & Safety
• Continue to embed the
safety culture with tone
from the top and input
from dss+, our safety
consultants
• Shape the safety
transformation with
input from employees
at all levels
Driving positive
change
Highlights in 2025
• Onboarded a
new shareholder
representative director,
benefitting from his
fresh perspectives and
challenge to develop
our management team
• Embedded the
integration of the Resco
Group in the United
States of America
• Continued the
journey towards
H&S improvement
and developing a more
safety focused culture
• Oversight of business
transformation projects
• Development of the
risk management
and internal controls
framework to build the
Board’s oversight to
deliver sustainable
success
Priorities for 2026
01
Progress on all self-help
measures to sustainably improve
business performance in a
challenging market backdrop.
02
Progress in business
development via M&A
and transformational
digitisation projects.
Read more about our Strategy
Pages 13 to 19
Read more about Company
Purpose, culture and values
Pages 196 to 198
Read more about Health & Safety
Page 180
Sustainability
& Innovation
179RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CHAIR’S INTRODUCTION TO CORPORATE GOVERNANCE
In 2025, the Board has appreciated management’s diligence
in delivering self-help measures to realise a more disciplined
cost performance, underpinning our financial performance,
and the continuing development of our regional businesses.
Dear Shareholders,
On behalf of the Board, I present to you the
corporate governance report for the year
ended 31 December 2025. I have taken the
opportunity to highlight some of the key
points of this section below.
Strategy
In my Chair’s statement on pages 2 to 4,
I highlighted the unpredictable external
environment seen in 2025. In this context,
as a Board with extensive operational
and industrial experience, we have been
extremely pleased to see the continuing
development of the solid foundations of
our business and with the resilient business
performance. We see this as the outcome
of our focus with management, in recent
years, to improve the operational
foundations of the Company. A solid base
has been established to take advantage
of market and industry upli.
Health & Safety and our culture
As we reported in previous years, our
management team have been focused
on eecting sustained cultural change to
foster a reformed organisation which truly
holds safety at its heart in order to achieve
a zero-harm environment.
As a Board, we are dedicated to seeing real
and long-lasting change in the organisation’s
safety culture and H&S performance. In early
2025, we as a Board took part in a visible
felt leadership workshop delivered by dss+
(a leading consultancy, focusing on safety).
In this workshop we could take the time,
through various activities, to really appreciate
and comprehend the importance of clear
communication and the dierence in
comprehension and perception of tasks.
This all built a more realisable understanding
of safety to ensure we could lead with
authenticity from the top of the organisation.
The executive team has been closely
involved with the above-mentioned
workshop. The team has worked with dss+
on the delivery of a structured programme
which will be implemented throughout the
organisation to improve safety practices.
The Corporate Sustainability Committee
(“CSC”) has been monitoring and supporting
management in their progress, engaging
with dss+ and reporting back to the Board.
The CSC reviews the Health & Safety KPIs
at each meeting, along with the root cause
analysis and assessment of any serious
incidents encouraging management to
consider how to learn and build better
risk mitigation for the future.
Colleagues and external advisors with
in-depth experience regularly attend these
meetings. The Directors can hear from them
directly and aords them the opportunity
to highlight areas of concerns. You can
read more about the CSC’s consideration
of Health & Safety on page 210.
New region
In 2025 we decided to reorganise our
existing regions and create a new region.
This better reflects our end markets,
assisting the eciency of our supply chain
and bringing us closer to our customers
to align with their experience. The Middle
East, Türkiye and Africa region was
established on 1 April 2025. We have been
pleased with its performance so far. You
can read more about this on page 29.
We are committed to
operational excellence
for sustainable success.
Integration
In January 2025 the acquisition of the
Resco Group was completed, and we were
delighted to be able to welcome Resco
Group into the Group. This was the largest
acquisition since the merger in 2017 and
management were able to be extremely
well prepared and in January, on
completion, immediately took steps
to integrate this important and vital facet
of our future business into the existing
framework of RHIM. We have been
delighted to learn from each other
and together build a stronger business.
With such a large M&A transaction,
management were extremely focused
on ensuring synergies could be quickly
realised. The Board has received regular
reports of M&A projects and updates
from the Integration Management Oce,
reviewed the risks and opportunities
available for our wider Group, as well as
consideration of the available capital and
the expected returns. This has helped to
ensure that the management team was
well positioned to plan eectively to deliver
a successful integration of the Resco Group.
You can read more about the benefits of
this acquisition on page 29.
Your
Board
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025180
CHAIR’S INTRODUCTION TO CORPORATE GOVERNANCE CONTINUED
Sustainability & innovation
We continue to see sustainability as central
to our future success. Management has
identified and generated opportunities to
leverage our competitive advantage in this
area. We also see the creativity in our
digital teams and heard of their initiatives
to develop Artificial Intelligence (AI) tools
which will deliver knowledge management
and create eciencies for our sales and
operations teams.
We are cognisant of the balance when
considering how best to allocate capital in
the Group. This will manage the Company
sustainably for its shareholders,
recognising that in our industry, it will take
technological innovation for us to be able
to decarbonise. Our Audit & Compliance
Committee considered the inaugural
AI policy and the ongoing risks presented
in the cyber security space as part of its
annual programme of matters.
The CSC supports the Board with its
deliberations on sustainable initiatives and
investments. It works with the Remuneration
Committee on the development and
implementation of sustainability metrics
in the Company’s incentive schemes.
Sustainable development continues to be
key for our strategic success. Management
is focusing on building a resilient and
responsible business foundation, creating
value for all stakeholders, particularly
shareholders.
Stakeholders
The Board was given the opportunity
during throughout the year to hear directly
from stakeholders, particularly employees;.
We were delighted to meet with employee
cultural champions on the relaunch of the
Group’s the cultural values. The employee
mentoring programme was extended to
widen its scope beyond diversity. Directors
volunteered to mentor members of the
senior management team. This has
broadened the Directors’ interaction and
understanding of the business, even for
those who have been on the Board for
some time, as well as helping to give more
insight on the culture of the business.
Our Executive Directors met regularly
with shareholders during the year. All
shareholders are invited to join us for our
Annual General Meeting, and, of course,
we heard from those shareholders
represented on our Board.
You can read more about our stakeholder
engagement, and how our understanding
of stakeholder expectations feeds into
our decision making processes, on
pages 20 to 26.
The Board in 2025
Franz-Ferdinand Buerstedde was proposed
by Rhône Capital as the representative
of Ignite Holdings on the Board of
RHI Magnesita. He was appointed at the
AGM in May 2025 and has helped to bring
a strong and unstinting focus on the
ecient use of capital.
Upon his appointment, he received
briefings from the Company Secretary on
his duties as a Director, and his induction
comprised briefings with a number of
senior management on topics from
strategy to use of secondary raw materials,
and the Group’s people and culture
programmes. Franz-Ferdinand experience
of the refractory industry from his time as
alternate director and observer on the
Magnesita board from 2010 to 2017.
You can read more about our induction
process for new directors on page 200.
We said goodbye to Karin Garcia and
Michael Schwarz in 2025 as their four-year
terms as Employee Representative Directors
came to an end in December 2025. We
sincerely thank them for their contributions
and insights.
I welcomed Yasmin-Sarah Solmazer
to the Board in January 2026 as our new
Employee Representative Director from
Germany. Martin Kowatsch was re-elected
by his peers in November 2025 to serve
a second four-year term.
The Nomination & Governance Committee
has reviewed the Board’s profile of skills
and experience and its diversity. We remain
open to feedback from our shareholders
on the composition of the Board, as agents
of their capital.
Governance
The report of our compliance in respect
of each of the UK Corporate Governance
Code 2024 (the UKCGC), which applied
to the year under review, and the Dutch
Corporate Governance Code 2025
(the DCGC), (together the Codes)
can be found on page 203.
The Audit & Compliance Committee
have has focused on compliance with
Provision 29 of the UKCGC (applicable from
1 January 2026) and the Group’s progress
in order to comply with the material internal
controls statement required in our 2026
report. It has also ensured compliance
with Principle 1.4 of the DCGC on
risk management.
I would like to conclude this introduction
to our Governance report by thanking
my Board colleagues for their continuing
dedication and support to RHI Magnesita.
I value their expert contributions,
observations and guidance. We are able
to see the value of our guidance to the
Executive Management Team and how
it manifests in generating a solid business.
I am confident that the Board is well-placed
to provide the right leadership and guidance
to enable the whole RHI Magnesita team
to respond eectively to the challenges
and opportunities in the year ahead.
Herbert Cordt
Chair of the Board of Directors
181RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Herbert Cordt
N
Chair
John Ramsay
A
N
Senior Independent Director
and Deputy Chair
Stefan Borgas
Chief Executive Ocer
Ian Botha
Chief Financial Ocer
Stanislaus Prinz zu Sayn-
S
Wittgenstein-Berleburg
Non-Independent
Non-Executive Director
David Schla
Non-Independent
Non-Executive Director
Franz-Ferdinand
Buerstedde
Non-Independent
Non-Executive Director
Nationality: Austrian Nationality: British Nationality: German Nationality: British/South African Nationality: German Nationality: Austrian Nationality: German
Gender: Male Gender: Male Gender: Male Gender: Male Gender: Male Gender: Male Gender: Male
Year of birth: 1947 Year of birth: 1957 Year of birth: 1964 Year of birth: 1971 Year of birth: 1965 Year of birth: 1978 Year of birth: 1975
Date of appointment:
20 June 2017
Date of appointment:
6 October 2017
Date of appointment:
20 June 2017
Date of appointment:
6 June 2019
Date of appointment:
6 October 2017
Date of appointment:
6 October 2017
Date of appointment:
7 May 2025
Herbert brings a wealth of
experience to his role as Chair,
including corporate financing,
international business and
industrial company
management. He is well-versed
and attentive to matters of
geopolitics and their impact
on a global business, ensuring
that RHI Magnesita is prepared
and alert to the risks and
opportunities which arise.
He was initially appointed as
Vice-Chair of the Supervisory
Board of RHI AG in 2007, going
on to be Chair from 2010.
John is an experienced
non-executive in listed
companies, bringing to the
Board his knowledge and
awareness of shareholder
interests and market practice.
He has held senior financial
executive roles across the
world and his knowledge
in accounting and finance
provides valuable practical
experience to help
management navigate the
risks and analyse business
performance eectively.
Stefan’s career has focused
on business transformations,
with a track record of leading
positive change in process
industries from chemicals,
plastics and biotech to mining,
minerals and fertilisers. He
continues to drive for change
in the refractory industry as
CEO of RHI Magnesita with
his charismatic leadership that
motivates and challenges his
management team to perform
to their utmost. His broad
experience worldwide brings
extensive knowledge in
business management in
an environment of constant
change, while empowering
people to achieve exceptional,
sustainable results.
Ian has extensive financial
and commercial leadership
experience with multinational
mining, metals and industrial
businesses. He has a track
record of driving financial
and business performance
improvement and broad
experience in strategy,
M&A, investor relations and
governance. Ian enjoyed a
successful career with FTSE
listed Anglo American plc for
over 20 years, including as
Finance Director of Anglo
American Platinum.
Stanislaus has deployed
industrial knowledge,
combined with financial detail,
throughout his career, and with
his experience as a senior
executive in the energy
industry, has brought first-hand
understanding of sustainability
matters in an industrial setting
as well as process design
experience in the context of
large IT projects. Outside of
RHI Magnesita, he focuses on
private equity work in a German
mid-cap environment and also
engages in a broad range of
asset management activities
in a family oce environment.
He was a member of the
Supervisory Board at RHI AG
from 2001 and served as a
member of its Audit Committee
from 2007.
David has key management
and supervisory experience
in international financial
and industrial institutions.
He brings a full appreciation
of the Group’s stakeholders to
the Board and is keen to ensure
that the Group meets its social
responsibilities. A longstanding
board member (he was a
member of the Supervisory
Board at RHI AG from 2010),
he has a deep understanding
of the refractory industry,
its customers and market
participants, and consequently
the operations of RHI Magnesita.
Franz-Ferdinand joined Rhône
Capital in 2004 and became
a Managing Director in 2011.
During his tenure at Rhône, he
has been active in the sourcing,
execution, and monitoring of
investments in the business
services, consumer, energy
and general industrial sectors.
Funds sponsored by Rhône
Capital have indicated a
current holding of
approximately 24% of the
Company’s capital. Before
joining Rhône, Franz-
Ferdinand worked in the
mergers and acquisitions
department of Citigroup.
Current external
appointments
Watermill Group Boston
(Advisor), Cooper & Turner
Group (Advisory Board
Member), CORDT & PARTNER
Management- und
Finanzierungsconsulting
GesmbH (Managing Partner).
Current external
appointments
DSM-Firmenich AG
(Non-Executive Director),
DSM BV (Director) and
Babcock International plc
(Non-Executive Director).
Current external
appointments
Afyren SAS (Chair) and borgas
advisory GmbH (owner).
Current external
appointments
None.
Current external
appointments
STUV Steinbach & Vollmann
Holding GmbH (CEO).
Current external
appointments
M-Tel Holding GmbH
(Chief Investment Ocer
and Joint Managing Director).
Current external
appointments
Rhône Group LLC (member
of Board of Managers), Rhône
Capital LLC (member of Board
of Managers), Rexair LLC
(Non-Executive Director),
Saks Global (Non-Executive
Director) and Sweet Oak
Holdings LP (Non-Executive
Director).
Key to committees
N
Nomination & Governance Committee
A
Audit & Compliance Committee
S
Corporate Sustainability Committee
R
Remuneration Committee
Chair of Committee
BOARD OF DIRECTORS
Your Board, with
the vision and
experience to deliver
sustainable success.
For more information,
such as education, please
see the Company’s website.
Board of
Directors
Directors serving
part of the year
Karin Garcia
Employee Representative
Director
Nationality: Spanish
Date of appointment:
9 December 2021
Karin stepped down from the
Board on 9 December 2025.
Michael Schwarz
Employee Representative
Director
Nationality: German
Date of appointment:
8 December 2017
Michael stepped down from
the Board on 9 December
2025, and was replaced
by Yasmin-Sarah Solmazer,
who joined the Board on
1 January 2026.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025182
BOARD OF DIRECTORS CONTINUED
Herbert Cordt
N
Chair
John Ramsay
A
N
Senior Independent Director
and Deputy Chair
Stefan Borgas
Chief Executive Ocer
Ian Botha
Chief Financial Ocer
Stanislaus Prinz zu Sayn-
S
Wittgenstein-Berleburg
Non-Independent
Non-Executive Director
David Schla
Non-Independent
Non-Executive Director
Franz-Ferdinand
Buerstedde
Non-Independent
Non-Executive Director
Nationality: Austrian Nationality: British Nationality: German Nationality: British/South African Nationality: German Nationality: Austrian Nationality: German
Gender: Male Gender: Male Gender: Male Gender: Male Gender: Male Gender: Male Gender: Male
Year of birth: 1947 Year of birth: 1957 Year of birth: 1964 Year of birth: 1971 Year of birth: 1965 Year of birth: 1978 Year of birth: 1975
Date of appointment:
20 June 2017
Date of appointment:
6 October 2017
Date of appointment:
20 June 2017
Date of appointment:
6 June 2019
Date of appointment:
6 October 2017
Date of appointment:
6 October 2017
Date of appointment:
7 May 2025
Herbert brings a wealth of
experience to his role as Chair,
including corporate financing,
international business and
industrial company
management. He is well-versed
and attentive to matters of
geopolitics and their impact
on a global business, ensuring
that RHI Magnesita is prepared
and alert to the risks and
opportunities which arise.
He was initially appointed as
Vice-Chair of the Supervisory
Board of RHI AG in 2007, going
on to be Chair from 2010.
John is an experienced
non-executive in listed
companies, bringing to the
Board his knowledge and
awareness of shareholder
interests and market practice.
He has held senior financial
executive roles across the
world and his knowledge
in accounting and finance
provides valuable practical
experience to help
management navigate the
risks and analyse business
performance eectively.
Stefan’s career has focused
on business transformations,
with a track record of leading
positive change in process
industries from chemicals,
plastics and biotech to mining,
minerals and fertilisers. He
continues to drive for change
in the refractory industry as
CEO of RHI Magnesita with
his charismatic leadership that
motivates and challenges his
management team to perform
to their utmost. His broad
experience worldwide brings
extensive knowledge in
business management in
an environment of constant
change, while empowering
people to achieve exceptional,
sustainable results.
Ian has extensive financial
and commercial leadership
experience with multinational
mining, metals and industrial
businesses. He has a track
record of driving financial
and business performance
improvement and broad
experience in strategy,
M&A, investor relations and
governance. Ian enjoyed a
successful career with FTSE
listed Anglo American plc for
over 20 years, including as
Finance Director of Anglo
American Platinum.
Stanislaus has deployed
industrial knowledge,
combined with financial detail,
throughout his career, and with
his experience as a senior
executive in the energy
industry, has brought first-hand
understanding of sustainability
matters in an industrial setting
as well as process design
experience in the context of
large IT projects. Outside of
RHI Magnesita, he focuses on
private equity work in a German
mid-cap environment and also
engages in a broad range of
asset management activities
in a family oce environment.
He was a member of the
Supervisory Board at RHI AG
from 2001 and served as a
member of its Audit Committee
from 2007.
David has key management
and supervisory experience
in international financial
and industrial institutions.
He brings a full appreciation
of the Group’s stakeholders to
the Board and is keen to ensure
that the Group meets its social
responsibilities. A longstanding
board member (he was a
member of the Supervisory
Board at RHI AG from 2010),
he has a deep understanding
of the refractory industry,
its customers and market
participants, and consequently
the operations of RHI Magnesita.
Franz-Ferdinand joined Rhône
Capital in 2004 and became
a Managing Director in 2011.
During his tenure at Rhône, he
has been active in the sourcing,
execution, and monitoring of
investments in the business
services, consumer, energy
and general industrial sectors.
Funds sponsored by Rhône
Capital have indicated a
current holding of
approximately 24% of the
Company’s capital. Before
joining Rhône, Franz-
Ferdinand worked in the
mergers and acquisitions
department of Citigroup.
Current external
appointments
Watermill Group Boston
(Advisor), Cooper & Turner
Group (Advisory Board
Member), CORDT & PARTNER
Management- und
Finanzierungsconsulting
GesmbH (Managing Partner).
Current external
appointments
DSM-Firmenich AG
(Non-Executive Director),
DSM BV (Director) and
Babcock International plc
(Non-Executive Director).
Current external
appointments
Afyren SAS (Chair) and borgas
advisory GmbH (owner).
Current external
appointments
None.
Current external
appointments
STUV Steinbach & Vollmann
Holding GmbH (CEO).
Current external
appointments
M-Tel Holding GmbH
(Chief Investment Ocer
and Joint Managing Director).
Current external
appointments
Rhône Group LLC (member
of Board of Managers), Rhône
Capital LLC (member of Board
of Managers), Rexair LLC
(Non-Executive Director),
Saks Global (Non-Executive
Director) and Sweet Oak
Holdings LP (Non-Executive
Director).
Key to committees
N
Nomination & Governance Committee
A
Audit & Compliance Committee
S
Corporate Sustainability Committee
R
Remuneration Committee
Chair of Committee
183RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Wolfgang Ruttenstorfer
A
Non-Independent
Non-Executive Director
Janet Ashdown
S
R
Independent Non-Executive
Director
Janice “Jann” Brown
A
R
Independent Non-Executive
Director
Karl Sevelda
R
N
Independent Non-Executive
Director
Marie-Hélène Ametsreiter
S
Independent Non-Executive
Director
Anna Katarina Lindström
Independent Non-Executive
Director
Yasmin-Sarah Solmazer
Employee Representative
Director
Martin Kowatsch
Employee Representative
Director
Nationality: Austrian Nationality: British Nationality: British Nationality: Austrian Nationality: Austrian Nationality: Swedish Nationality: German Nationality: Austrian
Gender: Male Gender: Female Gender: Female Gender: Male Gender: Female Gender: Female Gender: Female Gender: Male
Year of birth: 1950 Year of birth: 1959 Year of birth: 1955 Year of birth: 1950 Year of birth: 1970 Year of birth: 1965 Year of birth: 1989 Year of birth: 1972
Date of appointment:
20 June 2017
Date of appointment:
6 June 2019
Date of appointment:
10 June 2021
Date of appointment:
6 October 2017
Date of appointment:
10 June 2021
Date of appointment:
2 May 2024
Date of appointment:
1 January 2026
Date of appointment:
14 December 2021
Wolfgang started his
professional career in oil and
gas at OMV, where he became
CEO and then Chairman of the
Management Board. He has
held numerous supervisory
board roles, including as
Chairman, in industries such as
telecommunications, real estate,
healthcare and insurance.
Wolfgang also served as
Secretary of State in the Austrian
Federal Ministry of Finance.
His varied career brings a wide
range of strategic and business
management experience.
Wolfgang was a member of the
Supervisory Board of RHI AG
from 2012 to 2017.
Janet’s distinguished career in
the energy sector has provided
her with significant skills
across a business’ value chain,
in general management, and
in environmental and
sustainability matters. Her
training as an engineer allows
her to fully appreciate the
challenges of operating an
industrial business. Janet also
has a wide range of board and
committee experience as a
non-executive director in both
public bodies and listed
entities, and has over ten years’
experience of chairing
remuneration committees.
Jann is an experienced
financial professional who has
primarily focused her career
in the energy sector but also
in engineering services,
manufacturing and investment
management. As a result of
these roles, Jann has extensive
international business
experience, particularly in India
and the Middle East. Her listed
company board experience,
both as an executive and a
non-executive, brings an
awareness of the importance
of governance, culture and
strong ethics.
Karl progressed to CEO of
Raieisen Bank International
AG aer being Deputy CEO
and undertaking management
roles in the Raieisen Bank
where he was responsible
for corporate customers and
corporate, trade and export
finance worldwide. Prior to
this, he held several senior
management positions in
Creditanstalt-Bankverein
where he focused on
corporate and export finance.
Additionally, he has held the
position of Secretary to the
Federal Minister for Trade
and Industry of Austria.
Marie-Hélène has extensive
skills and experience in
sustainability, digitisation and
automation, particularly across
Europe’s industrial sector,
supporting key areas of RHI
Magnesita’s strategy. Through
her role in venture capital, she
brings knowledge on the latest
trends in climate and industrial
technology, as well as of how
to create high-functioning,
innovating teams.
Katarina has a broad global
industrial experience at
executive level, with a
foundation in operations and,
over her extensive international
career, has led the
transformation of operations
and the value chain at
executive and board level,
always structuring
organisations in a lean and
ecient manner. She relishes
pragmatic and proactive
problem solving with focus on
continuous improvements both
structurally and incrementally.
She had a long international
career at Volvo Group, Munters
AB in Sweden and Hempel A/S
in Denmark.
Yasmin studied Business
Administration at the VWA
Hochschule in Koblenz and
joined the Group in 2010 as
a student apprentice. She has
worked in the sales department
since 2014 as a Customer
Service Representative Steel,
and has worked on numerous
projects in Europe and Asia.
She has been part of the Works
Council at the Urmitz plant and
a member of the Group’s Work
Council of Germany since
2019, and since 2022 has been
an employee representative of
the German Supervisory Board
of RHIM Deutschland AG.
Martin has been with the Group
since 1987 and is Chair of the
Group Works Council, as well
as the Chair of the Works
Council at the Flagship Digital
Plant in Radenthein. He is a
trained industrial electrician,
and completed a one-year
training course at the Chamber
of Labour/Trade Union.
He successfully completed
a Master’s degree programme
in Education and Group
Dynamics and a doctorate in
History. Martin was appointed
as an Employee Representative
Director by the Austrian
Works Council.
Current external
appointments
Erne Group GmbH
(Supervisory Board member).
Current external
appointments
Synthomer plc (Non-Executive
Director, Chair-elect of
Remuneration), Victrex plc
(Non-Executive Director,
Chair of Remuneration)
and Stolt-Nielsen Limited
(Non-Executive Director).
Current external
appointments
BlueNord ASA (Non-Executive
Director), ICAS Foundation
(Trustee).
Current external
appointments
Liechtensteinische Landesbank
AG (Non-Executive Director),
and Custos Privatstiung (Chair).
Current external
appointments
Greyparrot.ai Ltd
(Non-Executive Director),
Speedinvest Deutschland
GmbH (Managing Director),
Erste Bank der österreichischen
Sparkassen AG (Supervisory
Board member).
Current external
appointments
Swedish Royal Engineering
Academy (Elected member).
Current external
appointments
None.
Current external
appointments
None.
BOARD OF DIRECTORS CONTINUED Key to committees
N
Nomination & Governance Committee
A
Audit & Compliance Committee
S
Corporate Sustainability Committee
R
Remuneration Committee
Chair of Committee
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025184
BOARD OF DIRECTORS CONTINUED
Wolfgang Ruttenstorfer
A
Non-Independent
Non-Executive Director
Janet Ashdown
S
R
Independent Non-Executive
Director
Janice “Jann” Brown
A
R
Independent Non-Executive
Director
Karl Sevelda
R
N
Independent Non-Executive
Director
Marie-Hélène Ametsreiter
S
Independent Non-Executive
Director
Anna Katarina Lindström
Independent Non-Executive
Director
Yasmin-Sarah Solmazer
Employee Representative
Director
Martin Kowatsch
Employee Representative
Director
Nationality: Austrian Nationality: British Nationality: British Nationality: Austrian Nationality: Austrian Nationality: Swedish Nationality: German Nationality: Austrian
Gender: Male Gender: Female Gender: Female Gender: Male Gender: Female Gender: Female Gender: Female Gender: Male
Year of birth: 1950 Year of birth: 1959 Year of birth: 1955 Year of birth: 1950 Year of birth: 1970 Year of birth: 1965 Year of birth: 1989 Year of birth: 1972
Date of appointment:
20 June 2017
Date of appointment:
6 June 2019
Date of appointment:
10 June 2021
Date of appointment:
6 October 2017
Date of appointment:
10 June 2021
Date of appointment:
2 May 2024
Date of appointment:
1 January 2026
Date of appointment:
14 December 2021
Wolfgang started his
professional career in oil and
gas at OMV, where he became
CEO and then Chairman of the
Management Board. He has
held numerous supervisory
board roles, including as
Chairman, in industries such as
telecommunications, real estate,
healthcare and insurance.
Wolfgang also served as
Secretary of State in the Austrian
Federal Ministry of Finance.
His varied career brings a wide
range of strategic and business
management experience.
Wolfgang was a member of the
Supervisory Board of RHI AG
from 2012 to 2017.
Janet’s distinguished career in
the energy sector has provided
her with significant skills
across a business’ value chain,
in general management, and
in environmental and
sustainability matters. Her
training as an engineer allows
her to fully appreciate the
challenges of operating an
industrial business. Janet also
has a wide range of board and
committee experience as a
non-executive director in both
public bodies and listed
entities, and has over ten years’
experience of chairing
remuneration committees.
Jann is an experienced
financial professional who has
primarily focused her career
in the energy sector but also
in engineering services,
manufacturing and investment
management. As a result of
these roles, Jann has extensive
international business
experience, particularly in India
and the Middle East. Her listed
company board experience,
both as an executive and a
non-executive, brings an
awareness of the importance
of governance, culture and
strong ethics.
Karl progressed to CEO of
Raieisen Bank International
AG aer being Deputy CEO
and undertaking management
roles in the Raieisen Bank
where he was responsible
for corporate customers and
corporate, trade and export
finance worldwide. Prior to
this, he held several senior
management positions in
Creditanstalt-Bankverein
where he focused on
corporate and export finance.
Additionally, he has held the
position of Secretary to the
Federal Minister for Trade
and Industry of Austria.
Marie-Hélène has extensive
skills and experience in
sustainability, digitisation and
automation, particularly across
Europe’s industrial sector,
supporting key areas of RHI
Magnesita’s strategy. Through
her role in venture capital, she
brings knowledge on the latest
trends in climate and industrial
technology, as well as of how
to create high-functioning,
innovating teams.
Katarina has a broad global
industrial experience at
executive level, with a
foundation in operations and,
over her extensive international
career, has led the
transformation of operations
and the value chain at
executive and board level,
always structuring
organisations in a lean and
ecient manner. She relishes
pragmatic and proactive
problem solving with focus on
continuous improvements both
structurally and incrementally.
She had a long international
career at Volvo Group, Munters
AB in Sweden and Hempel A/S
in Denmark.
Yasmin studied Business
Administration at the VWA
Hochschule in Koblenz and
joined the Group in 2010 as
a student apprentice. She has
worked in the sales department
since 2014 as a Customer
Service Representative Steel,
and has worked on numerous
projects in Europe and Asia.
She has been part of the Works
Council at the Urmitz plant and
a member of the Group’s Work
Council of Germany since
2019, and since 2022 has been
an employee representative of
the German Supervisory Board
of RHIM Deutschland AG.
Martin has been with the Group
since 1987 and is Chair of the
Group Works Council, as well
as the Chair of the Works
Council at the Flagship Digital
Plant in Radenthein. He is a
trained industrial electrician,
and completed a one-year
training course at the Chamber
of Labour/Trade Union.
He successfully completed
a Master’s degree programme
in Education and Group
Dynamics and a doctorate in
History. Martin was appointed
as an Employee Representative
Director by the Austrian
Works Council.
Current external
appointments
Erne Group GmbH
(Supervisory Board member).
Current external
appointments
Synthomer plc (Non-Executive
Director, Chair-elect of
Remuneration), Victrex plc
(Non-Executive Director,
Chair of Remuneration)
and Stolt-Nielsen Limited
(Non-Executive Director).
Current external
appointments
BlueNord ASA (Non-Executive
Director), ICAS Foundation
(Trustee).
Current external
appointments
Liechtensteinische Landesbank
AG (Non-Executive Director),
and Custos Privatstiung (Chair).
Current external
appointments
Greyparrot.ai Ltd
(Non-Executive Director),
Speedinvest Deutschland
GmbH (Managing Director),
Erste Bank der österreichischen
Sparkassen AG (Supervisory
Board member).
Current external
appointments
Swedish Royal Engineering
Academy (Elected member).
Current external
appointments
None.
Current external
appointments
None.
Key to committees
N
Nomination & Governance Committee
A
Audit & Compliance Committee
S
Corporate Sustainability Committee
R
Remuneration Committee
Chair of Committee
185RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
A stable Board
for long-term performance
Board composition
At the time of this report, the Board is composed of 15 Directors,
which includes the Non-Executive Chair, two Executive Directors,
two ERDs and nine NEDs.
Name Position
Expiry/
reappointment date
Herbert Cordt Chair 2026 AGM
John Ramsay Deputy Chair and Senior
Independent Director
2026 AGM
Stefan Borgas Executive Director (CEO) 2026 AGM
Ian Botha Executive Director (CFO) 2026 AGM
Janet Ashdown Independent
Non-Executive Director
2026 AGM
David Schla Non-Independent
Non-Executive Director
2026 AGM
Stanislaus Prinz zu Sayn-
Wittgenstein-Berleburg
Non-Independent
Non-Executive Director
2026 AGM
Franz-Ferdinand Buerstedde Non-Independent
Non-Executive Director
2026 AGM
Jann Brown Independent
Non-Executive Director
2026 AGM
Karl Sevelda Independent
Non-Executive Director
2026 AGM
Marie-Hélène Ametsreiter Independent
Non-Executive Director
2026 AGM
Wolfgang Ruttenstorfer Non-Independent
Non-Executive Director
2026 AGM
Katarina Lindström Independent
Non-Executive Director
2026 AGM
Martin Kowatsch Employee Representative
Director
31 October 2029
Yasmin-Sarah Solmazer Employee Representative
Director
31 December
2029
1. Herbert Cordt is considered Independent under the DCGC but is not deemed
to be independent on appointment under the criteria of the UKCGC on the
grounds of his length of service (including time served on the Supervisory
Board of RHI AG) prior to his appointment as Chair of RHI Magnesita N.V.
2. Wolfgang Ruttenstorfer is considered Independent under the DCGC
and Non-Independent under the criteria of the UKCGC.
3. Non-Executive Directors are reappointed at each AGM. Their letters
of appointment cover an appointment term of three years.
4. Employee Representative Directors are employees of the Group
and not considered independent under either of the UKCGC or DCGC.
They are appointed by the workforce for a term of four years, as per the
Articles of Association.
Board attendance
Board attendance 2025
Total
attended
Total
meetings
Herbert Cordt 11 11
John Ramsay 11 11
Stefan Borgas 11 11
Ian Botha 11 11
Janet Ashdown 11 11
David Schla 11 11
Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg 11 11
Franz-Ferdinand Buerstedde 9 9
Jann Brown 11 11
Karl Sevelda 11 11
Marie-Hélène Ametsreiter 11 11
Katarina Lindström 11 11
Wolfgang Ruttenstorfer 11 11
Karin Garcia 10 10
Martin Kowatsch 11 11
Michael Schwarz 10 10
1. In the year, 12 Board sub-committees were held to approve matters
specifically delegated by the Board in accordance with Article 17.5 of the
Company’s Articles of Association. These are not included in the table above.
2. Franz-Ferdinand Buerstedde joined on 7 April 2025 as an observer and
until his formal appointment at the 2025 AGM attended Board meetings
as a Board Nominated Non-Executive Director.
3. Karin Garcia and Michael Schwarz are included in this table as they were
Directors until 9 December 2025.
4. As outlined on page 191, Dutch law allows for proxies to be appointed where
Directors are unable to attend.
Committee membership and meeting attendance
Member
Attendance
in 2025
Member
since
Nomination & Governance Committee
Herbert Cordt (Chair) 3/3 October 2017
John Ramsay 3/3 October 2020
Karl Sevelda 3/3 June 2021
Corporate Sustainability Committee
Janet Ashdown (Chair) 3/3 June 2019
Marie-Hélène Ametsreiter 3/3 June 2021
Stanislaus Prinz zu Sayn-Wittgenstein-
Berleburg 3/3 November 2022
Audit & Compliance Committee
John Ramsay (Chair) 6/6 October 2017
Jann Brown 6/6 June 2021
Wolfgang Ruttenstorfer 6/6 October 2017
Remuneration Committee
Janet Ashdown (Chair) 3/3 October 2020
Karl Sevelda 3/3 October 2017
Jann Brown 3/3 December 2022
1. The annual joint meeting of the Corporate Sustainability Committee and
Audit & Compliance Committee was held in November 2025, in addition
to the above meetings.
BOARD COMPOSITION
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025186
These statistics are as at the date
of this report and do not include the
Employee Representative Directors.
Directors by length
of tenure
0-3 15%
3-5 15%
5-9 31%
9+ 39%
Directors by ethnicity
White 85%
Prefer not to say 15%
Directors by age
40-49 8%
50-59 23%
60-69 38%
70-80 31%
Directors by nationality
Austrian 38%
British 23%
German 23%
Swedish 8%
South African/British 8%
Board gender diversity
Male 69%
Female 31%
Board independence
Independent 50%
Not independent 50%
1. As calculated by reference to
the UK Corporate Governance
Code, at the date of this report.
Does not include Employee
Representative Directors.
Independence
When assessing independence under
the UKCGC, the Board has included time
served by that Director on the board of
RHI AG prior to the merger with Magnesita
in 2017. On this basis, Wolfgang
Ruttenstorfer exceeds nine years of
service. None of the other criteria in
Provision 10 of the UKCGC apply to him,
and the Board remains comfortable that
he provides strong, independent challenge
to management, particularly on financial
business cases, balance sheet
management and risk assessments.
Franz-Ferdinand Buerstedde, being a
representative of Rhône Capital/Ignite
Holdings, who hold c.24% of the
Company, is a Non-Independent
Non-Executive Director.
Given their longstanding service and also
their connections to major shareholders,
David Schla and Stanislaus Prinz zu
Sayn-Wittgenstein-Berleburg are also
considered to be Non-Independent
Non-Executive Directors.
Additionally, per previous reports, as
European corporate law requires that a
significant portion of the Board be ERDs,
the Board feels it is appropriate to follow the
process of calculating independence as it
is undertaken in the relevant jurisdiction.
Which is to say that only Directors who can
be appointed by shareholders are counted
in the calculations on this page and ERDs
are excluded.
Accordingly, the Board has six out of
12 eligible Directors, who are deemed
independent (as set out in the table on
the previous page), thereby constituting
a Board that is composed of at least half
NEDs (excluding the Chair) considered
by the Board to be independent for the
purposes of the UKCGC. Under the criteria
of the DCGC, the current Board can be
considered as 62% independent.
The Board has considered the
independence of the NEDs, including any
potential conflicts of interest. Each of these
Directors has also confirmed that there is
no reason why they should not continue to
be considered independent. In the opinion
of the Board, the DCGC independence
requirements referred to in the best
practice provisions 2.1.7 to 2.1.9 have been
fulfilled. You can find the details of which
Directors are deemed to be independent or
non-independent in the table on page 186.
Skills and experience
The Nomination & Governance Committee
seeks to ensure the right balance of skills,
knowledge and experience on the Board,
taking account of the business model,
long-term strategy and the sectors and
geographic locations in which the Group
operates. The Board is structured so that the
following experience and capabilities are
adequately represented across the Board:
• knowledge and understanding of the
business and products of the Company
and its subsidiaries, the markets and
geographies in which the Company and
its subsidiaries operate, in particular the
trends and future developments of these
markets and geographies;
• an international background and
geopolitical exposure;
• broad Board experience, including
knowledge of corporate governance
issues at main Board level as appropriate
for the Company with reference to its
size and international spread of activities;
• understanding of ESG, corporate social
responsibility and sustainability matters,
particularly decarbonisation and other
areas of focus as per the Company’s
commitment to the UN Sustainable
Development Goals (SDGs);
• practical experience in, and relating
to, financing and accounting and/or
experience in relation to IFRS, as well
as in the areas of risk management
and internal controls;
• understanding of the markets where
the Company is active, in particular
emerging markets;
• expertise in science, technology and
innovation, as well as practical experience
in operations, manufacturing and logistics;
• experience and understanding of human
resources and remuneration-related
matters; and
• personal qualities such as impartiality,
integrity, tolerance of other points of
view, ability to challenge constructively
and act critically and independently.
The Nomination & Governance Committee
considers that all of these aspects are well
represented across the Board, whilst
continuing to keep Board composition
under review. The Board is committed to
encouraging diversity to deliver long-term
sustainable success for the Company and
will continue to pursue its programme in this
regard. You can read about Board diversity in
the Nomination & Governance Committee
report on pages 207 to 209. Our policy on
Board Diversity is available on the website.
BOARD COMPOSITION CONTINUED
187RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Executives
responsible
for strategic
execution
The EMT combines broad experience
and complementary skill sets.
Gustavo Franco
Chief Customer Ocer
Rajah Jayendran
Chief Technology Ocer
Simone Oremovic
Executive Vice President,
People, Projects, Integrations
& Recycling
Ticiana Kobel
Executive Vice President,
Legal & Digital Transformation
Gustavo joined Magnesita
in 2001. During the first years
of his career, he progressed
through various technical and
sales managerial roles in South
and North America, resulting in
an extensive understanding of
the refractory industry and the
market forces within it. He has
deep familiarity with customers
of RHI Magnesita and brings a
tactical as well as strategic view
to his executive role. In 2017 he
led the go to market integration
of RHI and Magnesita. He was
appointed Chief Sales Ocer
in 2019 and since 2022 the
Regional Presidents,
responsible for the regional
P&Ls, along with Procurement
& Supply Chain organisation,
have reported to him in his role
as Chief Customer Ocer.
Rajah has worked in senior
operational and strategic
development roles at
multinational companies
across China, Singapore and
Switzerland, where he gained
deep operational management
and industrial knowledge,
as well as extensive M&A
experience. Over his executive
career he has also developed
skills pertaining to renewable
solutions and operational
performance improvement.
In 2018, Rajah became a key
team member at RHI Magnesita,
and in October 2021, he joined
the EMT. Rajah brings a
detailed knowledge of the
Company’s global operations
and expertise in production
eciencies to his role.
Simone joined the Group
in an executive capacity in
November 2017. She started
her career at General Electric
where her main focus was
on leadership and talent
management, and has held
leading roles in
telecommunications,
pharmaceutical and technology
firms. She has 25 years of
experience developing people
and culture across global
industries which she has brought
to her role, and is a certified Six
Sigma Master Black Belt, which
she deploys to drive dynamic
transformation at RHI Magnesita.
Ticiana has extensive legal
experience in a wide range
of global businesses, such
as SR Technics Group and
Bühler Group, leading legal
departments in manufacturing,
aviation, technology, the
service sector and engineering
industries. In these roles she
was in charge of crucial
projects, such as complex
strategic procurement,
spin-os, sales and acquisitions,
IT matters, and corporate
governance issues. She has also
assisted with the design and
implementation of compliance
functions, mergers and
acquisitions, and partnerships.
Stefan Borgas
Chief Executive Ocer
Biography available
on page 182.
Ian Botha
Chief Financial Ocer
Biography available
on page 183.
EXECUTIVE MANAGEMENT TEAM
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025188
Governance supporting
responsible growth
Board powers,
responsibilities and
representation
The Board is collectively responsible
for the leadership and management of
the Company and its business. Its role is to
establish the strategy, purpose and values
to ensure the Group’s long-term and
sustainable success. The Board assesses
the strategic risks it is willing to take in
pursuit of this strategy, ensures sucient
resources, and measures the performance
of the management team against agreed
objectives, aligned with the strategy. The
Board ensures that appropriate controls
and systems are in place to manage risk
and considers the Company culture and
practices, reviewing alignment with the
purpose, values and strategy.
The Board Rules and Matters Reserved
to the Board, which are available on the
Company’s website, set out those matters
that are reserved for the Board to consider,
including, among other items, overall
responsibility for strategy and management,
major acquisitions and investments,
structure and capital, financial reporting
and controls, and corporate governance.
You can read more about the matters
considered by the Board in 2025 on
pages 192 to 194.
The Board has delegated certain
responsibilities to Committees of the
Board, which are outlined in the respective
Committee Terms of Reference, available
on the Company’s website, and
summarised in their individual reports on
pages 206 to 222. The Committee Chairs
provide reports to the subsequent Board
meeting on the matters discussed and
resolved upon in the Committee meetings.
Each Board Committee has considered the
required matters from the respective Terms
of Reference in 2025 and has met the
requisite number of times. The composition
of the Committees, the number of meetings,
attendance at those meetings and key
items discussed can be found in each
Committee Report on pages 206 to 222.
Pursuant to the Articles of Association, the
Board may, if it elects to do so, assign duties
and powers to individual Directors and/or
committees that are composed of two
or more Directors, with the day-to-day
management of the Company entrusted
to the Executive Directors. Both Executive
Directors and NEDs must perform such
duties as are assigned to them pursuant
to the Articles of Association and the Board
Rules or a resolution of the Board. Each
Director has a duty towards the Company
to properly perform the duties assigned to
them. Tasks that have not been specifically
allocated to a specific Director fall within
the power of the Board as a whole.
The Directors share responsibility for all
decisions and acts of the Board, and for
the acts of each individual member of the
Board, regardless of the allocation of tasks.
Furthermore, each Director has a duty
to act in the corporate interests of the
Company and its business. Under Dutch
law, corporate interest extends to the
interests of all stakeholders of the Company,
such as shareholders, creditors, employees
and other stakeholders. You can read more
about our stakeholder engagement on
pages 20 to 26.
CORPORATE GOVERNANCE REPORT
Corporate governance structure
RHI Magnesita Board
Chief
Executive
Ocer
Executive
Management
Team
Corporate
Sustainability
Committee
Audit &
Compliance
Committee
Nomination &
Governance
Committee
Remuneration
Committee
189RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
The Board as a whole is entitled to
represent the Company. Additionally,
(i) the CEO and the Chair, (ii) the Senior
Independent Director (SID) and Deputy
Chair and the Chair and (iii) two Executive
Directors, acting jointly, are also authorised
to represent the Company. Pursuant to the
Articles of Association, the Board may
appoint ocers who are authorised to
represent the Company within the limits
of the specific powers delegated to them.
You can find our Articles of Association
and the role profiles of the above roles
on the Company’s website.
The Board has delegated responsibility for
day-to-day management of the Company
to the CEO and the EMT. There is a clear
separation of responsibilities between
the Board and the EMT, and the main
responsibilities of the EMT are to assist the
Board with its oversight of strategy, which
involves making strategic recommendations
to the Board, being accountable for
implementing the Board’s decisions,
and being responsible for directing and
overseeing the Company’s operations,
investments, resources, and delivering
the Company’s purpose and value
to stakeholders.
Individual roles
Roles of Chair, SID and Deputy Chair,
and CEO
The roles of Chair, SID and Deputy Chair,
and CEO have been formally recorded
by the Board. All of these documents
can be found on the Company’s website.
The composition of the Board has been
structured such that no one individual can
dominate the decision-making processes
of the Board.
Non-Executive roles
The Employee Representative Directors,
Non-Independent Non-Executive Directors
and Independent Non-Executive Directors
engage with the business of the Board from
dierent perspectives, enabling multifaceted
scrutiny to be applied to the Board’s decision
making, ensuring that the viewpoints of
the Company’s key stakeholders are
represented. All Directors are required to
exercise their independent judgement and
act in the best interests of the Company,
taking into account the interests of its
stakeholders, in their decision making.
Non-Independent Non-Executive
Director roles
Herbert Cordt, Stanislaus Prinz zu Sayn-
Wittgenstein-Berleburg, David Schla,
Wolfgang Ruttenstorfer and Franz-
Ferdinand Buerstedde are not considered
independent under the UKCGC, for a
combination of reasons including length of
service (including time served with RHI AG
prior to the merger in 2017 with Magnesita)
and connections to significant
shareholdings of the Company. However,
because of that experience, they contribute
strongly to the Board’s culture and
character, adding valuable insight gained
through experience of the markets in which
the Group operates and corporate memory.
They can constructively challenge the
Executive Directors and scrutinise the
performance of management in meeting
their objectives with the benefit of
historical experience of the operations and
industry of the business. Stanislaus Prinz zu
Sayn-Wittgenstein-Berleburg, David
Schla and Franz-Ferdinand Buerstedde
can provide an investor perspective to the
management team and challenge them
accordingly. The detail of all the Directors’
independence and the detail of
compliance with the criteria of each Code
can be found above and on page 187.
The Chair’s other significant commitments
are set out in the following table:
Name of company Function
CORDT & PARTNER
Management- und Finanzierungs
consulting GesmbH.
Managing
Partner
Watermill Group Boston Advisory Board
member
Cooper & Turner Group Advisory Board
member
Executive Directors
In accordance with Dutch law, an Executive
Director may not be allocated the tasks of:
(i) serving as Chair; (ii) participating in the
adoption of resolutions (including any
deliberations in respect of such resolutions)
related to the remuneration of Executive
Directors or instructing an auditor to audit
the Company’s annual accounts if the
General Meeting fails to do so; or (iii)
nominating Directors for appointment.
The role of an Executive Director is,
amongst other things, to bring commercial
and internal perspectives to the boardroom.
The Executive Directors, being the CEO
and CFO, are responsible for the leadership
and management of the Company according
to the strategic direction set by the Board.
Company Secretary
Sally Caswell resigned as Company
Secretary, leaving the Company in October
2025. Julia Crane was appointed by the
Board In November 2025 and took up her
role from January 2026. All Directors have
access to the advice and services of the
Company Secretary, whose responsibilities
include ensuring that Board procedures
are followed, assisting the Chair in relation
to corporate governance matters and, in
conjunction with the EVP Legal, ensuring
the compliance of the Company with legal
and regulatory requirements.
Board and Committee structure
The Company has a one-tier board
structure, with a Board consisting of both
Executive Directors and NEDs (collectively
the “Directors” or the “Board”). As at the date
of this Annual Report, the provisions of Dutch
law that are commonly referred to as the
“large company regime” (structuurregime)
do not apply to the Company.
The Board has four Committees to ensure a
strong governance framework for decision
making and assessment of performance
against the Company’s strategy: the
Audit & Compliance Committee, the
Remuneration Committee, the Corporate
Sustainability Committee, and the
Nomination & Governance Committee.
Each Committee receives support from
the Company Secretary. The Terms of
Reference of these Committees can be
found on our website and the reports of
each Committee, including membership
and attendance at meetings in 2025,
can be found on pages 206 to 223.
CORPORATE GOVERNANCE REPORT CONTINUED
1. A dual role held by one individual, John Ramsay.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025190
EMT and delegation of authority
The Board has documented the matters
reserved for its approval, including
approvals of major expenditure,
investments, and key policies. This provides
clarity to the Board, and the organisation
as a whole, to enable eective delegation
of authority. The EMT then work within this
delegation of authority, as approved by the
Board, and set out parameters for the rest
of the organisation to work within.
The EMT comprises senior managers
reporting to the CEO who are accountable
for the key functions in the business. The
CFO and CEO are part of the EMT. There are
meetings held, on a minimum of a monthly
basis, to discuss key business performance
indicators, to drive operational performance
and to agree strategic initiatives to be
proposed to the Board. The EMT members
attend each Board meeting, giving reports
on both standing items and ad hoc initiatives.
Individual EMT members are responsible for
inputs to the Board Committees and leading
the organisation in meeting objectives as set
out by the Executive Directors and NEDs
of the Board. As part of this, they meet and
discuss matters one on one with the Chairs
of the Board Committees.
Board operation
The Board meets regularly throughout
the year at Board and Committee sessions,
which are usually spread over two days, in
person in Vienna. Board meetings can also
be convened as deemed necessary by the
Chair or the SID and Deputy Chair.
In the meetings, the Chair takes care to
ensure that each Director has opportunity
to comment and be heard, whilst enabling
an orderly flow and healthy discussion.
At the end of each Board meeting, the
NEDs meet, without the Executive Directors
and management, to facilitate an open
and frank exchange of views. Additionally,
in 2025, the SID held a meeting with the
other independent NEDs. Further details
on the Board performance review are
available on page 199.
The NEDs, particularly the Chair, hold
regular informal, individual, meetings with
the Executive Directors and other senior
managers in the business, providing the
opportunity to raise questions and cover
points of interest, which contributes to
the development of both the NEDs and
the management.
Board papers are circulated in advance
of meetings, using a secure web-based
portal, to allow Directors sucient time to
consider the content prior to the meeting.
The Chair is assisted in this responsibility
by the Company Secretary and CEO.
The management team continues to take
feedback from the Board via the review
process on how papers and presentations
can be improved to assist the flow of the
meeting, as well as direct feedback either
in the meeting or in an informal way
outside of meetings. An information room
within the portal provides access to useful
information, including corporate
governance reference materials, analyst
reports, and Company finance, treasury,
and strategy information.
The Board takes the views of its key
stakeholder groups into account when
challenging management, and in its
discussions and decision making. Inputs
to this process include the Company’s Net
Promoter Score, the ERDs’ views, regular
Investor Relations reports, analyst coverage
and views of the three Non-Independent
NEDs who represent shareholders.
The Board recognises the importance of
balancing stakeholder views, whilst acting
in the best interests of the Company. In the
event of a decision which has a potentially
negative impact on a specific stakeholder
group, eorts are made to mitigate the
negative impacts through plans for
assistance and open and transparent
communications.
Board attendance
Six Board meetings were scheduled in
2025 (2024: six). An additional five ad hoc
meetings were required in the year for
time-critical decisions. These ad hoc
meetings took place in a hybrid or entirely
virtual setting and were naturally shorter
meetings, given their focused agendas.
Where meetings are called on short notice,
it is not always possible for them to be at a
time suitable for all Directors to attend. In
accordance with Dutch law and the Board
Rules, Directors can nominate, in writing, a
proxy, and prior to the meeting the Director
will have the opportunity to provide any
comments to their proxy or the Chair of the
meeting. They will generally receive a
briefing following the meeting on key
points discussed and the outcome of any
votes taken.
Only in exceptional circumstances would
Directors not attend the scheduled Board
and Committee meetings. The attendance
level of our NEDs is consistently high and
all of our NEDs are comfortable they have
the availability to fulfil their duties. The
Nomination & Governance Committee
considered the time required of NEDs
as part of its regular programme.
For further information
See page 186
CORPORATE GOVERNANCE REPORT CONTINUED
191RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Group strategy and
long-term sustainable
value creation/preservation
• Conducted the annual two-day strategy
meeting session with members of the
EMT and senior management team to
assess the current strategy and ensure
it was fit for purpose.
• Management presented its Strategy
Implementation report, using KPIs to
illustrate how the strategy was being
implemented. The Non-Executive
Directors provided challenge to
management about the direction and
emphasis of the strategy and suggested
areas for focus and refinement based on
their experience from being executives
themselves and their experience from
their other appointments.
• The Board approved the 2030 strategic
goals; the CSC also reviews and
assesses the sustainability strategic
goals at each meeting and the
Remuneration Committee considers
how to incentivise behaviours to reach
the strategic outcomes which requires
detail on the current achievement.
Key areas of Board
focus and activity in 2025
Amongst other matters, the Board focused
on the following areas in the year:
• Discussed risks aligned with the
strategic opportunities, how the Group
was benchmarked against its peers,
alerting management to potential
pitfalls and agreeing changes to
risk appetite.
• Received reports throughout the
year outlining potential business
development opportunities as they
arose, including strategic M&A.
• Approved the acquisition of BPI Inc
in order to further the recycling eorts
in North America. As part of this
transaction, considered the interplay
with existing integrations and key
corporate projects, particularly in
respect of resource management.
• Discussed the post-integration position
of a number of assets, with reference
to the original business plan, the returns
on investment and the impact of the
acquired assets on the Group’s footprint
and supply chains.
• Considered geopolitical and
macroeconomic trends and factors,
particularly those impacting employees,
costs of production, delivery to
customers and the implementation
of the strategy.
• Discussed the Company’s raw materials
strategy, the regional specificity of the
position of raw materials, and how to
approach to secondary raw materials.
See pages 13 to 19 for more detail
on our Strategy and our progress
People, succession
and leadership
• Board composition, diversity, and the
skills and experience desired to guide
and challenge the EMT.
• Considered the capability and
capacity of various EMT and senior
management members.
• Considered the 2024 Board
performance review and the actions
relating to the review, including
progress against the actions
identified in the year.
• Agreed the scope and approach
of the 2025 Board review.
• Reviewed and approved the bonus
for 2024 performance and the
remuneration of the Chair, Executive
Directors and EMT.
• Approved the LTIP 2022 award
vesting, the conditions of the LTIP
2025 and its grant to participants,
and the Annual Bonus 2025 targets.
• Discussed resourcing levels,
employee engagement, morale and
wellbeing, particularly in the context
of various significant internal projects.
• Considered various deep dive reports
from Regional Presidents on the
current position of their regions and
the priorities for employees there.
• Took part in a Culture workshop to
more fully understand the Company’s
initiatives to develop its culture across
multiple regions.
CORPORATE GOVERNANCE REPORT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025192
Financial performance
• Approved the annual budget for
2025, focusing on the priorities for
the business and the relevant
stakeholder expectations.
• Reviewed and approved the Group’s
full-year 2024 and half-year 2025
results, as well as the 2024 Annual
Report, including ensuring that it was
fair, balanced and understandable,
and confirming that the Group was
a going concern. As part of this,
the Board considered the external
auditor’s reports and the key
matters raised.
• Approved the quarterly interim trading
statements on recommendation from
the Audit & Compliance Committee.
• Received regular financial updates
covering revenue, gearing, working
capital, margins, costs, performance
year-to-date and outlook on a
monthly basis.
• Reviewed the Group’s debt, capital,
and funding arrangements, particularly
in respect of ensuring the ability to
take advantage of any opportunities
as they arise, such as acquisitions
and decarbonisation initiatives.
• Approved entry into a loan to service
the Group’s debt profile and the
provision of parental guarantees
to subsidiaries.
• Reviewed liquidity, cash flow and
scenario planning, particularly with
reference to macro factors such as
inflation and labour costs.
• Considered analysis of capital
allocation and payment of dividends,
including the approval of the interim
dividend at H1 2025 and
recommendation of the full year
2024 dividend to shareholders,
and how to drive more value for
shareholders from the asset base.
• Considered disclosures to the market
and noted the work of the Disclosure
Committee to continually monitor
matters at hand.
Operational performance
& Risk management
• Received updates at each meeting
on operational performance,
reported against regular and
consistent KPIs, including any
impacts to customers, and current
Health & Safety levels.
• Considered reviews of completed
projects, which included lessons
learned by management for
application in future projects
and risk assessments.
• Considered regional performance,
as appropriate, and, with reference
to the Company’s strategy, noted
capacity and flexibility of production
at certain plants and the consequent
actions required.
• Approved the closure of the
Wetro plant in Germany, and the
associated social plan and employee
engagement.
• Appraised the principal risks,
mitigating actions and controls
around operational performance.
• Approved changes in Group
risk appetite.
• Approved entry into contracts
of magnitude, both with customers
and suppliers, as required under
the Delegation of Authority.
• Continued to receive regular updates
of the management’s project to
install a new Enterprise Resource
Planning (ERP) system, hearing from
third-party consultants, and as part
of their oversight, Directors shared
their experiences of such change
projects, particularly around
managing third parties and their
service levels.
See pages 37 to 41 for more details on risk
management and internal control framework
Legal and
compliance matters
• Received regular updates on
whistleblowing, including an annual
review of the process, which enabled
the Board to assess it as being eective.
• Considered how the Group could
comply with CSRD whilst ensuring
it did not expend excessive resources.
• Approved the refreshed share
dealing policy on recommendation
from the Disclosure Committee.
• Received updates on cyber security
programmes and initiatives to
strengthen the Group’s defences.
• Considered trade sanctions and the
management of their impact on the
business by the Compliance team.
• Approved the appointment of the
new Company Secretary, Julia
Crane, and noted the resignation
of Sally Caswell.
• Approved the changes in proxies
authorised to represent the Company.
CORPORATE GOVERNANCE REPORT CONTINUED
193RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Technical innovation
and sustainability
• Received updates on the partnership
with MCi Carbon and the time-
horizon for the development of the
low-carbon products.
• Considered the potential outputs
of this MCi initiative and possible
end-market customers.
• Received reports on the business’s
approach to recycling, where eorts
are focused to increase supply and
provide opportunities for improvement.
• Heard about digital initiatives
designed to meet customer
expectations and develop the
Company’s oering.
• Considered future strategy,
partnerships with external parties, and
processes to encourage innovation.
See the Sustainability Statement for
more details on our decarbonisation
initiatives.
Markets and sales
• Received presentations at every
Board meeting from the Chief
Customer Ocer, hearing about
key customer developments and
initiatives from the pricing and
sales teams.
• The Strategy team, along with EMT,
presented on developments in key
markets in each region, structural
trends and their analysis of the
demand profile.
• Received updates at each meeting
on sales performance, market share
and progress against sales initiatives,
particularly with reference
to customers.
• Heard from management about
the progress of 4PRO, a holistic
approach to high-performance
refractory applications, based
on closer collaboration with
customers and enabling pursuit
of sustainability objectives and
circular economy initiatives.
CORPORATE GOVERNANCE REPORT CONTINUED
Stakeholder engagement
and governance
• Approved the Notice and business of
the AGM, including the appointment
of the external auditor.
• Received input from the ERDs with
their views on various proposals and
initiatives presented by management.
• Considered the Company culture
and its influence across a variety
of topics.
• Received reports on investor
engagement and ensured market
expectations and investor views
were considered when resolving
upon the dividends.
• Approved the annual statement
for the Modern Slavery Act and
California Transparency in Supply
Chains Act.
• Received reports on customer
satisfaction levels, including
Net Promoter Scores.
• Considered governmental policies
in countries of operation and how
best to leverage an advantage for
the Group where available.
• Remuneration Committee considered
the workforce remuneration and
operation of various bonus schemes
in the organisation designed to
incentivise good behaviours.
See our Stakeholder Report for more details
on pages 20 to 26
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025194
CORPORATE GOVERNANCE REPORT CONTINUED
Board engagement
with the regions
forces and geopolitical
dynamics. The Chair and
the CEO both made trips to
China in 2025 and reported
back to the Board on the key
points and engagements
with the organisation and
local authorities.
This Board’s visit to China will
now take place in April 2026.
Other site visits by certain
Directors took place
throughout 2025 and reports
were provided to the rest of
the Board at the following
Board meetings to share
learnings and perspectives
from the experiences:
• The Deputy Chair and SID
travelled to North America
and heard from the regional
president on the Integration
work and the recycling
initiatives.
• The Chair visited India
to speak at the Leaders
Conference, giving our
senior leaders his points
of view on macroeconomic
matters and his priorities
for the business, providing
valuable steer and
direct insights.
• NEDs with specific
experience in digital
initiatives and ERP
implementation projects
took time to directly
discuss with management,
suggesting useful
perspectives and routes
for progress to deliver
outcomes for employees
and customers.
One Board session per annum,
typically over a week in April,
is held at a location other than
the Vienna headquarters.
In 2025, the Board decided
that the management needed
to focus on their integration
of Resco, the second biggest
M&A transaction since the
merger in 2017, and the
decision was taken to cancel
the scheduled trip to the
China region.
Whilst the Board were of
course disappointed not to be
able to visit Chinese operations
and meet the management
there (the previously planned
trip in 2020 was also
cancelled) the other benefit of
cancelling this trip was saving
SG&A costs. Not only did
Directors contribute to the
organisation’s initiatives to
save costs, they led with tone
from the top to underline
its importance.
Directors made eorts to
understand the region in a
variety of ways. The CSC heard
directly from the Chinese
Regional President on the
actions taken to improve their
Health & Safety practices aer
the fatality of a contractor in
2024. Dierent Board meetings
throughout 2025, and
particularly the strategy session
considered the region’s market
195RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Our Mission
We create value by fostering strong partnerships with
customers, communities, suppliers, and all stakeholders
to lead in safety, excel in innovation, pioneer
sustainability, and drive industry consolidation through
open, pragmatic, and accountable execution.
Our Vision
We are the driving force of the refractory industry,
trusted by our customers as their partner of choice.
Our Purpose
We deliver sustainable high-temperature industry
solutions worldwide, empowering modern life.
i
Taking
nnovation
to 1200°C
and beyond
Culture and purpose
Cultural values support the Company purpose, setting
the framework to engage with the Company’s stakeholders,
validating the Group’s place within our wider environment
and society.
As reported last year, the EMT delivered
refreshed cultural values, rolling these out
across the organisation in 2025. The Board
reviewed the proposed values in late 2024,
giving their feedback, particularly around
underpinning the values with safety.
As part of the Company’s relaunch of its
culture, the Board participated in a culture
workshop, led by the People & Culture team.
Following the Erin Meyer’s Culture Map
thesis, they completed self-assessments
about their own cultures and then learned
how these interacted with other cultures,
largely based on nationalities. This exercise
had been completed with senior leaders
in the business to bring about insights and
assist in developing how the defined and
desired culture could be eectively
embedded throughout the many dierent
regions and countries in which the Group
and its customers operate.
The Board took all available opportunities
in 2025 to engage with colleagues in
the business in order to observe and
understand the culture within the Company.
The Directors use the tools and inputs
described in this section to assess culture
and monitor progress and outcomes
towards the stated desired culture.
Culture remains an integral element
of Board discussions and assessment of
successful outcomes, and the Board and
its Committees use many sources to assess
culture. Given that culture can arguably
best be described as “the way we do things
around here”, it is dicult to use quantitative
metrics that accurately communicate the
culture to the Board.
Inputs used by the Directors to measure
culture include whistleblowing reports,
Code of Conduct compliance reports,
talent assessment, Health & Safety reports,
responses to Internal Audit reports and the
corresponding outstanding actions, and
workforce remuneration. Policies reserved
for Board approval include the Code of
Conduct and the whistleblowing policy,
being foundational tools through which
to deliver the desired culture.
Directors engage regularly and directly
with senior management, which enables
their assessment of management culture,
being that which sets the tone from the
top of the organisation.
CORPORATE GOVERNANCE REPORT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025196
When receiving presentations in meetings,
the Board uses these opportunities to seek
input from management, asking direct
questions, particularly of those at the
levels below EMT, focusing on how a team
operated or a region approached problems
to broaden their understanding.
Observations of the relationship and
interaction between the EMT and their
reports can also inform the understanding
of cultural tone from the top. Directors’
private meetings with individual
employees, the mentoring sessions with
identified talents and inputs from third
parties, for example when talking to the
external auditors, will also assist with their
perception of the organisation’s culture
and whether it is the intended and desired
culture (as outlined below).
The Matters Reserved to the Board include
monitoring Group culture and workforce
policies and practices to ensure these are
aligned with the purpose, values and strategy
of the Group, and seeking assurance that
management have taken corrective action
where this is not the case.
Within the dierent board committees,
culture is a factor across multiple
discussions. For the Audit & Compliance
Committee organisational culture is a key
factor in achieving compliant behaviours
which protect the business and its
employees from potential harm in areas
such as cyber security and fraud. At the
CSC, culture is clearly identified as a vector
through which to improve health and safety.
The right culture will improve awareness
of unsafe situations, create an environment
in which workers feel psychologically safe
to speak up and challenge, and to look out
for others as well as oneself.
Given the significant transformational
projects and ongoing safety transformation
work, the Board continues to remind
management of the value of culture
in Group.
The CSC specifically considers behaviour
and culture, given as they are key tools
to successfully deliver Health & Safety
campaigns and continues to guide
management in recognising the
behaviours which contribute to unsafe
situations. On business-critical projects,
the EMT ensured the Board met with
colleagues working directly on key matters
who could communicate and demonstrate
the culture of the Company, as well as how
this facilitated relationships with external
parties such as key consultancy partners.
Culture continues to be part of employee
performance evaluations. Given the
multiple global locations of operations,
local culture is also discussed by the Board
when considering the impact and likely
success of initiatives, particularly when
planning the integration of newly acquired
businesses. In the most serious of cases,
breaches of the Code of Conduct and
failure to abide by the cultural values
has led to dismissal.
When considering key strategic topics,
such as the integration with Resco Group,
the Board steered the management to
continue to consider the cultural success
factor underpinning any business
combination to deliver long-term
sustainable outcomes for the benefit
of the business. When assessing the
risks of the strategic decision in question,
management report on culture and
leadership style as part of the execution
factors and decide on mitigating actions
accordingly. The cultural fit, combined
with the additional mitigating actions,
supports the Board’s decisions to proceed
and has set management up to deliver
successful outcomes.
The Board continues to consider
RHI Magnesita’s culture, the actions by
the executive to set the tone from the top
of the organisation, and what themes can
be drawn from observable trends such as
voluntary attrition, and the data collected
from those exiting the business.
The Board has considered the cultural
values and noted their relaunch in 2025
with an underpinning safety commitment.
Directors pay a role in the mentoring
programme which helps them in assessing
whether the desired culture is being lived in
the organisation as well as other interactions
and assessments outlined above.
As this has been the year where culture has
been relaunched in the organisation, it is
expected to take some time for the desired
culture to be reflected across our 20,000
employees and sites across four continents.
The Board will continue to monitor this
implementation and assess culture.
CORPORATE GOVERNANCE REPORT CONTINUED
197RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Whistleblowing
Potential concerns about ethical
misconduct or any compliance matters
can be reported by all stakeholders (both
internal and external) to an independently
operated, confidential, and anonymous
whistleblowing hotline, available in areas
where the Company operates as well as
other locations, in several languages.
Contact details are advertised and are
available externally on the Company’s
website. In addition to the hotline,
whistleblowing reports can also be
submitted via other channels, such as
to a dedicated email address. All reports
are assessed by the Internal Audit, Risk
& Compliance team and then addressed
on a case-by-case basis.
The Audit & Compliance Committee
and Board reviews the whistleblowing
processes and the reports arising from it,
ensuring there are arrangements in place
for the appropriate and independent
investigation of these cases and that
follow-up actions are completed to address
the root causes. The Directors remain
comfortable that this process has worked
eectively throughout 2025.
Board workforce engagement
RHI Magnesita’s governance structure has
always included ERDs, being a requirement
from the merger between RHI AG and
Magnesita in 2017 and reflects the
approach in continental Europe,
particularly the DACH region. The ERDs,
currently Yasmin-Sarah Solmazer and
Martin Kowatsch, have been appointed
by their respective works councils in line
with the Company’s Articles of Association,
and, with experience of the frontline of
operations, seek to directly represent the
views of the workforce at the highest level
of the Company. The Board welcomed
Yasmin-Sarah Solmazer in January 2025
following Michael’s retirement. As noted at
the AGM in 2025, the Board bade farewell
to Karin Garcia in December 2025, as the
Spanish works council is no longer eligible
to nominate a director.
The Board welcomes the dierent
viewpoints the ERDs provide, bringing
increased opportunity for challenge of the
executive management, and holding them
to account from a dierent perspective,
being that of the workforce who are on the
ground. The ERDs can attest to the impact
of the executives’ actions within the
business and contribute to the Board
accordingly, as happened in 2025 with
points highlighted by an ERD over works
council agreements, with the opportunity
taken to give direct feedback to the CEO on
how accountability was witnessed to have
been taken within the People & Culture
teams. Not only do the ERDs have the ability
to challenge management, but they can also
contribute to the NEDs’ view of management
and understanding of the Company culture,
strengthening the independence the NEDs
have, through providing a broader
knowledge of the Company.
In 2025 they have been part of important
discussions on the plant network as the
business has considered how to make this
fit for the future to meet the uncertainty
and cyclical nature of our industry. They
were part of discussions with the members
of management leading the project to
consider the closure of the Wetro plant,
ahead of the Board decisions, to give their
input to ensure good and fair outcomes to
those employees aected by the decisions.
The information and discussions at Board
meetings helps the ERDs’ support of the
workforce and provides a mutually
beneficial link between colleagues
and the Board.
You can read more about our stakeholder
engagement on pages 20 to 26
CORPORATE GOVERNANCE REPORT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025198
Board eectiveness
Board performance review
The findings of the 2024 Board review
were that the Board continued to operate
eectively and identified areas for
improvement which can be found on
page 207 in the Nomination & Governance
Committee report.
The 2025 review will be undertaken in Q1
2026 and will be reported on in our 2026
Annual Report. The details of the review
and the outcome of 2024’s review can
be found on page 207 in the Nomination
& Governance Committee report.
Time commitment
On appointment, and each subsequent
year, NEDs are asked to assess if they have
sucient time to devote to the Company’s
aairs. The Nomination & Governance
Committee considers, and, where thought
fit, approves, any additional external
commitments, and the Board is advised
of any changes.
During the year, Jann Brown was
appointed to the Board of BlueNord ASA
as a Non-Executive Director. The proposed
appointment was considered and it was
concluded there were no conflicts and that
Jann would still have sucient time to
devote to the Company.
You can read more about the process
to consider and approve external
appointments on page 207.
The Board is satisfied that, having
considered the demands of the external
appointments of each NED and the time
requirements from the Company, all NEDs
standing for re-election at the upcoming
AGM are contributing eectively to the
operation of the Board.
Information and support
for Directors
There is an established procedure for
Directors to seek independent professional
advice in the furtherance of their duties
if they consider this necessary.
The Company maintains Directors’ and
Ocers’ liability insurance, which provides
appropriate cover for legal action brought
against its Directors. In line with Dutch best
practice and corporate law, at each AGM
there is a resolution to release the Directors
from liability for the exercise of their
respective duties during the financial year.
Training sessions were delivered to the
Board Directors throughout 2025 on topics
such as IFRS 18, particularly how it would
change presentation of the financial
statements. This prompted further analysis
on the measurement of incentives, the
transition actions required and how such
changes impact on the business and
investors’ comprehension of performance.
As mentioned elsewhere in this report, the
Board participated in culture and health &
safety workshops in the year which,
through active learning, supported their
understanding of these topics to be more
eective in their oversight of RHI Magnesita.
In order to build and increase the NEDs’
appreciation and understanding of the
Group’s people, businesses and markets,
senior managers meet throughout the year
with NEDs, individually or as a group, to
brief them and answer questions they may
have on certain points. Additional informal
information-sharing sessions took place
on areas such as the digital transformation
work, pricing approaches, specific budget
matters and M&A progress, which have
helped NEDs to develop in knowledge
and understanding to be able to assess
the proposals by management.
Directors maintain their own individual
training schedule based on their known
needs and interests.
CORPORATE GOVERNANCE REPORT CONTINUED
199RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Recruitment
and induction
Board appointment
Per the Articles of Association, Directors,
excluding ERDs, are appointed by the
General Meeting by majority vote, regardless
of represented capital. The Board nominates
candidates for these appointments.
A Director may also be appointed by the
General Meeting through a resolution that
achieves an absolute majority of votes,
representing over one-third of the
Company’s issued capital.
In 2025, the Board were approached by
Rhône Capital to nominate a candidate to
represent their shareholding on the board.
This was part of discussions over their level
of shareholdings, referencing the
shareholders already represented on the
Board. Following careful consideration,
the Board was pleased to propose the
appointment of Franz-Ferdinand Buerstedde
as a Director to shareholders for election
at the 2025 Annual General Meeting.
The NEDs (excluding ERDs) are
nominated for a three-year term, subject
to satisfactory performance and annual
reappointment by the General Meeting.
ERDs are appointed for a term not
exceeding four years. Each Director’s term
(excluding ERDs) concludes at the AGM
in the year following their appointment.
Directors may be reappointed for unlimited
terms, with the Board considering NEDs
(excluding ERDs) for a third term based on
Board independence, stakeholder views,
and relevant Corporate Governance
Code requirements.
The General Meeting may suspend
or remove a Director at any time through
a resolution, as outlined in the Articles
of Association.
Induction
Upon joining the Board, new Directors
are oered a comprehensive and tailored
induction programme covering the value
chain, with visits to key sites and meetings
with senior managers and other colleagues
or advisers as required. New members to
Committees are provided with the
opportunity for a full and detailed
induction, even if they are existing
members of the Board.
Following his formal appointment as a
NED at the 2025 AGM, Franz-Ferdinand
undertook an induction programme which
covered the Company’s strategy, the
details of the products it makes and where,
key market factors, the details of the
Operations department, supply chain
processes, recent M&A and strategic
considerations, finance, and balance sheet
management. He was fully briefed by each
EMT member about their area, the priorities
and challenges and key team members.
Prior to his appointment he had met with the
Company Secretary to discuss duties of a
Director of a dual-listed company, Board
processes and procedures, disclosure
requirements and corporate governance
matters pertinent to the Company as well
as himself as a shareholder representative.
Yasmin-Sarah joined the Board in
January 2026 as an ERD and is covering
a similar induction plan to her predecessor
ERDs. As employees they require less
knowledge-building about RHIM’s
products and the organisation, but do
require more support on their legal duties,
listed company governance, and the role
they play on the Board.
Conflicts of interest
Dutch law prohibits a director from
participating in Board discussions and
decisions if they have a direct or indirect
personal interest conflicting with the
Company’s interests. Pursuant to the
Articles of Association and Board Rules,
the Board mandates that each Director
declares any personal conflict of interest
to the other Directors. At the start of each
Board meeting, Directors are reminded to
declare any potential conflicts. There are
no transactions to report under best
practice provision 2.7.4 DCGC.
CORPORATE GOVERNANCE REPORT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025200
Share capital
and shareholdings
Capital structure and rights
of shareholders and depositary
interest holders
The Company has one class of shares:
ordinary shares. As of 31 December 2025,
the issued capital comprised 49,477,705
ordinary shares, each carrying one vote.
The shares held in Treasury carry no voting
rights. Depositary interests, issued with the
Company’s cooperation, are settled
electronically through CREST,
with beneficial ownership held by the
depositary interest holders and legal title
by Euroclear Nederland.
General Meetings are announced on
the Company’s website and via regulatory
news service (RNS), with registered
shareholders and depositary interest
holders notified 42 days in advance.
All shareholders and depositary interest
holders can attend General Meetings;
they must register to exercise their meeting
rights and can attend in person, vote by
proxy, or grant a power of attorney.
Resolutions require an absolute majority
of votes to succeed, without a quorum
unless specified otherwise. Shareholders
or depositary interest holders representing
at least 3% of the issued capital can propose
agenda items, within legal boundaries.
The General Meeting can resolve to amend
the Articles of Association upon the
Board’s proposal.
Dutch law sets the record date for voting
rights and shareholder meeting participation
28 days before the meeting. Shareholders
and depositary interest holders registered
on this date can exercise their rights, even
if they sell their shares aerwards.
There are no restrictions on voting and
profit rights, no securities with special
control rights, and no restrictions on the
transfer of shares or depositary receipts.
Major shareholdings
The Dutch Financial Supervision Act
mandates that institutions and individuals
with a (potential) capital and/or voting
interest of 3% or more in the Company
disclose their interests to the Dutch
Authority for the Financial Markets (“AFM”).
Filings must be updated only if interests
cross the 3% or subsequent 5% thresholds.
These disclosures are processed by
the AFM and made publicly available
at www.afm.nl. The table of shareholdings
includes interests registered with the AFM
as of 26 February 2026 or the most recent
information provided directly by
shareholders. The percentages exclude
the Company’s treasury shares.
The stated interests may not reflect
current holdings, as they are based on
the number of shares owned at the time
of notification and are not adjusted for any
subsequent transactions.
In May 2023, Rhône Capital, through
Ignite Luxembourg Holdings S.à r.l.,
initiated a Partial Oer for Shares and
became a major shareholder of the
Company on 13 December 2023, holding
just under 20% of the Company’s shares.
Since then they notified of an increase to
their shareholding in summer 2024 and
are next required to update authorities
when the threshold of 25% is reached.
As part of the nomination process of
Franz-Ferdinand Buerstedde, Rhône
Capital advised that Ignite Luxembourg
Holdings S.à r.l held c.24% of the
Company’s Issued Share Capital.
Shareholder Number of shares
Total % of issued and
outstanding capital
MSP Stiung 13,333,340 28.25%
Rhône Capital L.L.C. 9,900,868 20.98%
FMR LLC 2,737,126 5.80%
E. Prinzessin zu Sayn-Wittgenstein-Berleburg 2,214,537 4.69%
K.A. Winterstein 2,088,461 4.42%
FEWI Beteiligungsgesellscha mbH 1,891,292 4.01%
1. These percentages have been calculated using the number of shares notified by the relevant
shareholder to the AFM or the Company and the current issued and outstanding share capital of the
Company (and therefore excluding treasury shares). It is noted that for purposes of the Dutch Financial
Supervision Act, the calculation must be made on the basis of the issued share capital, and therefore
including treasury shares, and hence the AFM’s register will refer to other percentages.
2. Per the AFM register these shares are held directly by MSP Stiung. MSP Stiung is a foundation under
Liechtenstein law, whose founder is Mag. Martin Schla, a related party connected to David Schla.
3. Per the AFM register, these shares are held via Ignite Luxembourg Holdings S.à r.l.
4. Per the AFM register, 2,542,126 shares are held via Fidelity Management & Research Company LLC,
FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management Trust
Company, and FMR Investment Management (UK) Limited, and 195,000 shares are held via Fidelity
Management & Research Company LLC.
5. Ms. E. Prinzessin zu Sayn-Wittgenstein-Berleburg, is a related party to the Company as the spouse
of Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg, a Non-Executive Director. According to the AFM
register, 2,088,461 of these shares are held indirectly via Chestnut Beteiligungsgesellscha mbH
(Chestnut). According to information received by the Company, the additional shares were acquired aer
the AFM filing was made and did not require further notification. Ms. E. Sayn-Wittgenstein made an
agreement with Mr. K. A. Winterstein which allows Chestnut to exercise the voting rights of Silver
Beteiligungsgesellscha mbH (Silver) in the Company. Ms. Sayn-Wittgenstein and Mr. K.A. Winterstein
share a family relationship.
6. According to the AFM register, the shares are held indirectly via Silver. The Company has been
informed that Mr. Winterstein and Ms. Sayn-Wittgenstein made an agreement which allows Chestnut
to exercise the voting rights of Silver in the Company. Ms. Sayn-Wittgenstein and Mr. Winterstein share
a family relationship.
7. The Company has been informed that FEWI Beteiligungsgesellscha mbH is owned
by Ms. Sayn-Wittgenstein and Mr Winterstein in equal proportions.
8. The Company currently holds 2,280,436 (4.61%) of its own shares in Treasury as a result of the buybacks
undertaken during the period 2019 to 2021. Shares held in Treasury cannot be voted.
CORPORATE GOVERNANCE REPORT CONTINUED
201RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Transactions with
majority shareholders
There have been no transactions between
the Company and MSP Stiung, or between
the Company and Rhône Capital within
the meaning of best practice provision 2.7.5
of the DCGC. Since there are no other legal
or natural persons who hold at least 10%
of the shares in the capital of the Company,
no declaration in accordance with best
practice provision 2.7.5 of the DCGC has
to be published.
Share authorities
Shares may be issued by the General
Meeting or the Board if designated by
the General Meeting, as outlined in the
Articles of Association. The Company must
report each share issuance to the Dutch
Trade Register on a quarterly basis.
The Board generally seeks approval
for issuing and repurchasing shares
at each AGM, with resolutions available
on the Company’s website. The last share
buybacks occurred in 2021 and the 2025
AGM authority remains at 10% of issued
capital, excluding shares held in Treasury.
As of 31 December 2025, the Company
held 2,173,178 ordinary shares in Treasury,
representing 4.59% of issued share capital.
The Company updates when there are
changes to this number by way of a Total
Voting Rights RNS, made available on the
Company’s website and by updates to the
AFM in Netherlands when the Company’s
holding crosses the regulatory thresholds.
These shares may be used for Long-Term
Incentive Plan (LTIP) awards or cancelled,
subject to shareholder approval. More details
are available in the Remuneration Report.
The Board regularly reviews the
Company’s capital allocation, including
analysis of historic share buybacks and the
allocation of capital to dividends. Whilst
there have been no buybacks since 2021,
the Board continues to keep under review
share buyback programmes and/or tender
oers to enhance shareholder returns,
considering market conditions and capital
allocation priorities.
Shares may be issued by a General
Meeting or the Board if designated by the
General Meeting, as outlined in the Articles
of Association. The Company must report
each share issuance to the Dutch Trade
Register on a quarterly basis.
Stock Exchange Listings
The Company is listed within the Equity
Shares (Commercial Companies) category
(ESCC) of the Ocial List of the London
Stock Exchange (symbol: RHIM) and is a
constituent of the FTSE 250 index.
The Company has a secondary listing on
the Vienna Stock Exchange (Wiener Börse)
in the prime market sector. This has
increased the Company’s visibility and
accessibility to its Austrian and European
investor base and does not have an impact
on the Company’s listing in London. With
the secondary listing on the Wiener Börse,
Austria is the Company’s sole host member
state, and the Netherlands continues to be
the Company’s home member state.
The Company notifies disclosures,
such as share dealing, to each of the three
authorities in the UK, the Netherlands and
Austria. It complies with the relevant
corporate and listing regulations across
all three jurisdictions. The Company’s
governance structure continues to be
primarily derived from its primary listing
status in the UK, although there are minor
areas in which regulations in other
jurisdictions take precedence.
As the Company already declares
compliance with a Corporate Governance
Code in an EU Member State, the DCGC,
it is not required to report compliance with
the Austrian Corporate Governance Code.
The Company’s compliance with the
ongoing obligations of the Wiener Börse
can be found on the Company’s website
and within this report.
Outline of anti-takeover measures
No anti-takeover measures have been
implemented.
CORPORATE GOVERNANCE REPORT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025202
Code compliance
Compliance with the Dutch
Corporate Governance Code 2025
(“DCGC”) and the UK Corporate
Governance Code 2024 (“UKCGC”)
The Board has applied the principles
of, complies with and intends to continue
to comply with the provisions of both the
DCGC and the UKCGC, save in respect
of the exceptions outlined below
accompanied by our explanations.
The Company does not comply with
Provisions 9, 19 and 24, and reports partial
compliance with Provisions 15, 40 and 41
of the UKCGC. The Company does not
comply with best practice provision 2.2.2.
of the DCGC but is comfortable it is in
compliance with the remainder of the
DCGC. Provision 29 of the UKCGC did
not apply to the Company during the
year under review. The Company will,
in accordance with the UKCGC, report
on its application of Provision 29 in next
year’s annual report
You can find the DCGC at www.mccg.nl
and the UKCGC at www.frc.org.uk.
Deviations from the UK Corporate
Governance Code in 2025
Provision 9 and 19
Provision 9 states that the Chair of the Board
should be independent on appointment.
The Chair was not considered independent
on appointment, having served for more
than nine years (including time on the
Board of RHI AG prior to the merger with
Magnesita) by the time he became Chair.
The Chair’s length of service also means the
Company is not compliant with Provision
19. The Board continues to see the value
that Herbert Cordt brings to the Company,
being most notably continuity of corporate
memory, which contextualises, and drives
focus on, operational performance
improvements through detailed
organisational and business knowledge.
Provision 15
Provision 15 states that the Board should
give prior approval to additional external
appointments. Given the size of the Board
and schedule of meetings, the Board has
delegated authority to the Nomination
& Governance Committee to approve the
additional external appointments of its
Directors. The Nomination & Governance
Committee considers proposed
appointments, with the support of the
Company Secretary, to assess for conflicts
of interest and overboarding. The Board
is comfortable this provides oversight and
governance, whilst providing a flexible and
responsive approach for our Directors.
Provision 24
Provision 24 envisages that all members
of an Audit Committee will be independent
Non-Executive Directors. Wolfgang
Ruttenstorfer is not deemed to be
independent under the criteria outlined
in the UKCGC, as a result of his time on
the Board, which includes his role on the
RHI AG Supervisory Board from 2012.
However, the Board considers that
Wolfgang is independent in character and
judgement and that it continues to benefit
greatly from his financial experience, the
continuity he provides, his challenge to
management using experience from the
past, his detailed consideration of business
cases, and ingrained understanding of
the refractory business. He contributes
diligently and wisely to the Audit &
Compliance Committee, and as such,
Wolfgang will continue to be a member
of the Committee.
Provisions 40 and 41
The Company has taken steps in order
to be able to report compliance with the
principles and provisions relating to
remuneration. Following the publication
of FRC guidance in 2021 titled, “Improving
the quality of ‘comply or explain’ reporting”,
we report partial compliance with
Provisions 40 and 41, giving explanation
in the following paragraphs.
The Company benefits from employee
representation on the Board, and the Board
annually approves executive remuneration
on the recommendation of the Remuneration
Committee. This provides a mechanism
for our Employee Representative Directors
(“ERDs”) to understand and engage on behalf
of the workforce regarding the alignment of
executive remuneration with wider Company
pay policy and to provide feedback. As part
of their induction, the ERDs met with the
Chair of the Remuneration Committee,
which gave background to executive
remuneration and outlined the key matters
the Board are required to decide upon in
respect of remuneration.
Our remuneration policies and practices,
including our approach to salary increases
and annual bonus structure, are aligned
throughout the business. Given this
alignment, and the extant mechanism for
engagement with the ERDs, the Board is
comfortable with the existing approach and
does not consider it necessary to provide
any additional forms of engagement with
the workforce to explain how executive
remuneration aligns with wider Company
pay policy. The Remuneration Committee
will continue to keep this under review.
Deviations from the Dutch
Corporate Governance Code
in 2025
Best practice provision 2.2.2 of the
DCGC recommends that, on a one-tier
board, a Non-Executive Director should
be appointed for a period of four years.
The appointment of the NEDs (other than
ERDs) has been made on the basis of
nominations for three-year terms, subject
to performance and annual re-election at
the AGM, which is consistent with UK listed
company practice. The Board feels that it
does not compromise the spirit of the
DCGC provision.
CORPORATE GOVERNANCE REPORT CONTINUED
203RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
UK Listing Rules and Disclosure & Transparency information
Certain information is required to be published by the UK Listing Rule, LR 6.6.1 R,
and UK DTR 4.1.11 and this information can be found in the Annual Report & Accounts
as set out in the table (below):
Item Location in this Annual Report
1. Interest capitalised Refer to Note 18
2. Publication of unaudited financial information N/A
3. Details of long-term incentive schemes Pages 219-236
4. Waiver of emoluments by a Director N/A
5. Waiver of future emoluments by a Director N/A
6. Non pre-emptive issues of equity for cash N/A
7. Item (6) in relation to major subsidiary undertakings N/A
8. Parent participation in a placing by a listed subsidiary N/A
9. Contracts of significance N/A
10. Provision of services by a controlling shareholder N/A
11. Shareholder waiver of dividends N/A
12. Shareholder waiver of future dividends N/A
13. Agreements with controlling shareholders N/A
14. Information on any branches of the issuer Pages 310-312
15. Own shares N/A
16. Financial instruments per 4.1.11 DTR Refer to Note 36
Corporate governance declaration
In complying with the requirements of
the DCGC, the Company publishes this
corporate governance statement including
information relating to its compliance with
the DCGC, including a further explanation
of the Company’s Board Diversity Policy
and the way in which it is implemented in
practice. The information required to be
included in this statement (which also
fulfils UK reporting requirements) can be
found in the following sections and pages
of this Annual Report and are deemed to be
included and repeated in this statement:
• the information concerning compliance
with the DCGC can be found on
page 203;
• the information concerning the main
features of the Company’s internal risk
management and control systems
relating to the financial reporting process
can be found on pages 40 and 41;
• the information regarding the
functioning of the General Meeting and
its main authorities, and the rights of the
Company’s shareholders and holders of
depositary interests in respect of shares
in the Company and how they can be
exercised can be found on pages 201,
202 and 317;
• the information regarding the
composition and functioning of the
Board and its Committees can be found
on pages 186 to 187;
• the Board Diversity Policy with regard
to the composition of the Board and its
Committees, can be found on page 207;
• the information concerning the disclosure
of the following items, where they exist,
may be found on pages 189 to 205:
• participations in the Company for
which a disclosure obligation exists;
• special control rights attached to
shares and the name of the person
entitled to such rights;
• any limitation of voting rights,
deadlines for exercising voting rights
and the issue of depository interests
for shares with the cooperation of
the Company;
• the regulations in respect of
the appointment and dismissal
of Executive Directors and NEDs
and amendments to the Articles
of Association;
• the powers of the Board, in particular
to issue shares and to acquire own
shares by the Company; and
• the number of shares without voting
rights and the number of shares that
do not give any, or only a limited, right
to share in the profits or reserves of
the Company, with an indication of
the powers which they confer.
CORPORATE GOVERNANCE REPORT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025204
Statement of Directors’
responsibilities
The Directors are responsible for
preparing the Company’s Annual Report.
The Company’s Annual Report comprises,
among others, the Strategic Report, the
Governance Report, and the Consolidated
and Company Financial Statements.
The information reported in the Strategic
Report, the Sustainability Statement and
the Governance Report together represent
the Directors’ Report (‘Bestuurverslag’)
within the meaning of article 2:391 of the
Dutch Civil Code. The Directors are
responsible for preparing the Annual Report
for each financial year in accordance with
applicable law and regulations, including
in accordance with IFRS Accounting
Standards as adopted in the European
Union and the provisions of Book 9 of
Part 2 of the Dutch Civil Code. The Directors
must not approve the Annual Report unless
they are satisfied that it gives a true and fair
view of the state of aairs of the Company
and its consolidated Group companies,
and of the profit or loss of the Group for that
period. In preparing the Annual Report,
the Directors are required to:
a) select suitable accounting policies
and then apply them consistently;
b) make judgements and accounting
estimates that are reasonable
and prudent;
c) state whether applicable IFRS
Accounting Standards as adopted by
the European Union and the relevant
provisions of the Dutch Civil Code have
been followed, subject to any material
departures disclosed and explained
in the Annual Report; and
d) prepare the Annual Report on the going
concern basis, unless it is inappropriate
to presume that the Company will
continue in business.
The Directors are responsible for keeping
adequate accounting records that are
sucient to show and explain the
Company’s transactions and disclose,
with reasonable accuracy at any time, the
financial position of the Company and the
Group, and enable them to ensure that the
Annual Report complies with applicable
law and, as regards the Consolidated
Financial Statements, the IAS Regulation.
They are also responsible for safeguarding
the assets of the Company and the Group
and hence for taking reasonable steps for
the prevention and detection of fraud and
other irregularities.
Each of the Directors, whose names and
functions are listed on pages 182 to 185
confirm that, to the best of their knowledge:
• the Company’s Financial Statements
and the Consolidated Financial
Statements, which have been prepared
in accordance with IFRS Accounting
Standards as adopted by the European
Union and the relevant provisions of the
Dutch Civil Code, give a true and fair
view of the assets, liabilities, financial
position and profit or loss of the Group;
• the Company’s Sustainability Statement,
which has been correctly prepared in
compliance with the Corporate
Sustainability Reporting Directive (CSRD),
article 29(a) of EU Directive 2013/34/EU,
including compliance with the European
Sustainability Reporting Standards
(ESRS) and the Taxonomy Regulation,
Article 8 of EU Regulation 2020/852;
• the Annual Report gives a true and fair
view on the situation on the balance
sheet date, the development and
performance of the business and the
position of the Company and its
consolidated Group companies and
includes a description of the principal
risks and uncertainties that they face; and
having taken all matters considered by
the Board and brought to the attention
of the Board during the financial year
into account, the Directors consider
that the Annual Report, taken as a whole
is fair, balanced and understandable.
The Directors believe that the
disclosures set out in the Annual Report
provide the information necessary for
shareholders to assess the Company’s
position, performance, business model
and strategy.
Aer conducting a review of management’s
analysis, the Directors have reasonable
expectation that the Group has adequate
resources to continue in operational
existence for the foreseeable future and
for the period of at least twelve months
from the date of approval of the financial
statements. For this reason, the Directors
consider it appropriate to adopt the going
concern basis in preparing the Company’s
Financial Statements and the Consolidated
Financial Statements. Directors are also
required to provide a broader assessment of
viability over a longer period which can be
found on page 42 (the Viability statement)
of the integrated report and accounts.
Aer consideration of the above matters,
the Board approved and signed on 1 March
2026 as follows:
The Company Financial Statements on
pages 306 to 307, and the Consolidated
Financial Statements on page 238 to 243.
There are no special events that should
be taken into account for these Company
Financial Statements and Consolidated
Financial Statements.
CORPORATE GOVERNANCE REPORT CONTINUED
205RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
NOMINATION & GOVERNANCE COMMITTEE REPORT
Committee purpose,
roles and responsibilities
The Committee’s purpose is to oversee
the Company’s corporate governance
arrangements and ensure that the Company
has the competencies and depth of skills
within the Board and senior executives
to meet the demands and aspirations
of a global business, supporting the
development of the Group’s strategy, whilst
paying particular attention to independence
and diversity. The Company Secretary acts
as Secretary to the Committee.
The Committee considers and keeps under
review the structure, size and composition
(including the skills, knowledge,
experience and diversity) of the Board
and its Committees, recommending any
changes to the Board. Any recruitment
of new Directors is led by the Committee
(other than for ERDs). Succession planning,
involving discussions with Board members,
is a key part of identifying the character
and timing of future roles on the Board.
The Committee reviews the time dedicated
by the NEDs in the course of a year and
on behalf of the Board, considers any
proposed external appointments, ensuring
that sucient time is given by the NEDs to
RHI Magnesita. The Committee reviews the
corporate governance of the Company and
its compliance level with the UK and Dutch
Corporate Governance Codes.
More detail on the duties of the Committee
can be found in its Terms of Reference
on the corporate governance section
of the Company’s website.
Activities in 2025
The Committee considered the following
matters in 2025:
Board composition
In June 2023, Rhône Capital published
their partial cash oer for shares in
RHI Magnesita. In this oer document
they noted their intention to seek Board
representation. With the conclusion
of their purchase earlier in 2025, where
they reached just over 20% of the
intended 29.9% of the Company, they
approached the Chair to nominate Board
representation accordingly.
The Committee considered the resume
of Franz-Ferdinand Buerstedde, who
had previous experience on the Board
of Magnesita Refratarios SA, and is astute
and adept in the matters of corporate
finance and capital allocation. He was
recommended to shareholders by the
Board for appointment at the AGM in May
2025. It has been a delight to welcome
Franz-Ferdinand as a director. The Board
has benefitted from the insight and
structure he brings from his private equity
background with other entities.
A relationship agreement with Rhône
Capital was signed in January 2026
to provide additional protections to the
Board and comply with best practice on
director representation by private equity
type shareholders.
No relationship agreements or other
governance relationship arrangements
are in place for the other shareholder
representative directors (David Schla and
Stanislaus Prinz zu Sayn-Wittgenstein-
Berleburg). The Board does not forsee
need for any formalisation of these
relationships which have been productive
and mutually beneficial, as has been the
status quo for many years.
Herbert Cordt
Chair of the Committee
Through rigorous
oversight of Board
composition,
succession planning,
independence, and
diversity, we ensure the
Board can eectively
support strategy
execution, meet
evolving governance
standards, and serve
all stakeholders.
Committee members
and meeting attendance
Member
Attendance
in 2025
Member
since
Herbert Cordt
(Chair) 3/3 October 2017
John Ramsay 3/3 October 2020
Karl Sevelda 3/3 June 2021
Eective consideration of
the required governance,
knowledge, skills and attributes
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025206
NOMINATION & GOVERNANCE COMMITTEE REPORT CONTINUED
Governance
The Company reports against two
corporate governance codes, in the
Netherlands and the UK. Both Codes were
re-issued recently; the UK in 2024 and the
Dutch in 2025, with both taking eect in
2025 (except for Provision 29 of the UK
Code as explained below). As such there
are an increasing number of matters for
consideration in respect of corporate
governance. The Committee continues
to review the details of the Company’s
compliance with the Codes and may
revisit aspects as it deems necessary
to improve disclosure.
In recent years, the Committee and
the Board have been preparing for the
implementation of the 2024 UK Corporate
Governance Code. Whilst the most
impactful aspect is Provision 29 in respect
of internal controls and material risk
management, the Committee has a role
to play in respect of the desired business
culture and, with the Board, providing
guidance to the management to bring about
this culture and set the tone from the top.
The changes to the Dutch Code were made
at shorter notice, however they focused on
very similar areas as the UK, around the
eectiveness of internal controls, so the
preparation of the business in respect of
Provision 29 has served RHI Magnesita well.
External appointments
The Committee reviews external
appointments held or proposed to be
held by Directors, referencing the views
of shareholders about the number and
type of appointments which can feasibly
be held by a Director and any potential
for conflicts of interest. The Committee
approves external appointments on behalf
of the Board.
In 2025, when approving external
appointments, the Committee took into
account the individual Director’s attendance
levels, the potential impact on their time
available for RHI Magnesita, and their
intended plans in respect of their existing
external appointments to manage
their workload.
As part of the process, the Committee also
checked on potential conflicts with the
Company’s interests and considered where
there could be development of the Director
through such an external appointment to
the benefit of the Company.
Board performance review
In respect of 2024, in Q1 2025 the Board
undertook an internal review led by the
Senior Independent Director. John Ramsay
scheduled interviews with each of the
Directors, including the CEO and CFO,
to cover topics from meeting management,
to Board dynamics, as well as strategic
priorities for the business.
The review found that the Board was
operating eectively, with sucient
consideration of key topics and preparation
of management for the challenges facing
them. In terms of areas for focus, it was felt
there needed to be more strategic focus
on Board topics and discussions and
actions were agreed to see more feedback
on strategic planning and the results of
management’s strategic activity. The
review was undertaken in the first quarter
of 2025 and there was a strong desire to
see the expected positive results of the
Resco acquisition and for management
to focus on successfully integrating that
valuable asset.
In terms of relationships, the findings
showed good levels of trust and strong
dynamics between the Board and EMT.
Relations between Board members
were felt to be constructive, with opinions
treated respectfully and the share of voice
in a large board by each member.
The most recent external performance
review was in 2022; the Committee is
considering the timing of the Board’s next
external review and whether it would
leverage sucient benefit, given the
Company’s focus on reducing costs.
The Committee considered, as it does
annually, the time required from the NEDs
to fulfil their duties satisfactorily, which
covers meetings, required preparation time
and any additional time spent outside of
meetings in discussion with management.
No NED has raised significant concerns
in respect of their time required and the
Committee is happy that none of them
are compromised in the time they can
dedicate to the Company. Accordingly
the Committee was satisfied it could
recommend to the Board that all NEDs
could be recommended to the shareholders
for re-election in the 2026 AGM.
Board diversity
The focus has, and continues to be, on
gender diversity at the Board. Any future
appointments to the Board will identify
candidates by referring to the primary
factors of the skill and experience
needed by the Company at the time,
the expectations of shareholders, and the
benefits of diversity. In recent discussions
with those parties who wish for
representation on the Board, such as the
EU works councils and Rhône Capital, the
Board has made every eort to ensure that
a diverse range of candidates are
considered by these parties to take into
account the overall Board composition.
The Board Diversity Policy (available on the
Company’s website) outlines an aspiration
of 45% female representation within the
Board, and also takes account of diversity
represented through an individual’s
background and ethnicity. This policy
is being implemented, when there are
opportunities arising from vacancies
amongst Non-Executives, by tasking
executive search firms to ensure diverse
candidates are found and ensuring strong
female representation on shortlists.
Of the collective Board Committee
positions, 42% are held by women and
two of the Board’s Committees have a
female chair, Janet Ashdown. Committee
composition is considered carefully by
the Committee and extant Company
commitments, experience and skills are
considered when making changes.
Organisational diversity
Achieving the desired female
representation within senior management
(being EMT and their direct reports) in a
sustained manner has been challenging.
However, as of 31 December 2025, the
female representation in this group was at
33%, thereby reaching the Group’s current
strategic goal. The CSC considers
organisational diversity as part of its scope,
and mid-way through 2025 heard from the
responsible People & Culture leader on
the action plan to reach the goal and the
challenge expected to achieve it. There
have been various successful initiatives
ongoing in the organisation such as
executive-sponsored female mentoring
schemes and an increase in female
representation in the trainee intake,
207RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
NOMINATION & GOVERNANCE COMMITTEE REPORT CONTINUED
The Committee considers the increase
from 12% in 2018 to 33% in 2025 to be
an impressive increase, especially when
one considers the locations RHI Magnesita
operates in, as well as the inherent nature
of a large majority of the labour which is
required in heavy industries.
The Committee and the Board will continue
to support the Company’s approach in
facilitating people development, ensuring
that talent, regardless of, amongst other
diversity characteristics, age, gender and
background, enjoys career progression
within the Group. Diversity of nationality,
culture and ethnicity are all important
factors to engender diversity of thought.
The Group operates in c.50 countries and,
at the time of writing, nine nationalities are
represented in the senior management
team. Decisions are made in the Group
by groups of people who come from truly
dierent backgrounds and bring diverse
perspectives to the table. We are proud
that our regionalised structure is a natural
facilitator and foundation for diversity.
The Committee believes that the diversity
of nationalities and culture represented
amongst the Board, EMT and senior
management provides a diverse and
global perspective.
Diversity Reporting
The Company has reported its diversity
data, namely on gender and ethnic diversity
in senior leadership, as follows in 2025:
• to the Sociaal-Economische Raad, as
required by Dutch law. As at 31 December
2025, there was 33% female leadership,
in a population of 51 of which 17 were
women and 34 were men;
• to the UK’s Parker Review whereby the
Company has continued to report the
data it holds on the EMT and the Board
of Directors to the Parker Review. The
Parker Review has confirmed that its
focus is on senior management working
in the UK. The Group does not have any
employees in this category in the UK
so has not reported any targets or data
accordingly; and
• UK’s FTSE Women Leaders Review and
against the UK’s Listing Rules on Diversity,
6.6.6R(9) to (11). In respect of both of
these data submissions, the Company’s
reported data (below and right) shows
the position as at our reference date
of 31 October 2025. This position was
unchanged as at 31 December 2025.
The two male Executive Directors are
included under the Board reporting.
As discussed in the Governance report, the
ERDs are appointed by the workforce, and
neither the Board nor shareholders play
any role in these appointments. Therefore,
the Board’s view is that it is inappropriate
to include the ERDs in any calculation of
Board diversity, unless stipulated by law.
UK Listing Rule target Company’s position Comment
At least 40% of the board
are women.
33%
(Target not yet met)
Our aspiration is to achieve 45% female representation, recognising that it
requires a careful and measured approach to accommodate Board attrition, whilst
maintaining the existing profile of desired skills and experience. The majority of
appointments to the Board since listing has been of a female candidate, reflecting
the commitment of the Company to finding suitably diverse candidates.
Aer a peak of 38% in 2022, resignations from the Board, as well as the
engagement with Rhône Capital about their desired representation, has meant
this number has fallen and the Committee will continue to focus on the benefits
of diversity when the next vacancy arises in order to reach the 45% aspiration.
At least one of the senior
board positions (Chair, Chief
Executive Ocer (CEO),
Senior Independent Director
(SID) or Chief Financial
Ocer (CFO)) is a woman.
0
(Target not yet met)
This is an area that, currently, would require sudden and significant change
and cannot be immediately implemented without disruption to the organisation.
The intention is to take this into consideration as part of succession planning.
We note that Janet Ashdown holds a position of particular seniority and
responsibility, as Chair of both the Corporate Sustainability Committee and
the Remuneration Committee.
At least one member of
the board is from a minority
ethnic background (which
is defined by reference to
categories recommended
by the UK Oce for
National Statistics).
0
(Target not yet met)
The Board continues to take ethnic diversity into account when considering
appointments, as per its Diversity Policy, whilst noting it will continue to consider
diversity of the Board and the Company as a whole, based on our global footprint
and operations, in a way which is best aligned with our growth agenda. Being an
international company, we naturally reflect many dierent nationalities in the
Board and senior management. This is a valuable input to ensure dierent
cultures are represented within decision makers, warding against groupthink.
The Company has reported to the UK Government’s Parker Review in 2025.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025208
NOMINATION & GOVERNANCE COMMITTEE REPORT CONTINUED
Table 1: Reporting table on sex/gender representation
Number of
Board members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Men 10 67% 4 2 50%
Women 5 33% 0 2 50%
Not specified/prefer not to say
Table 2: Reporting table on ethnicity representation
Number of
Board members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
White British or other White
(including minority – white groups) 13 87% 4 3 75%
Mixed/Multiple Ethnic Groups
Asian/Asian British 1 25%
Black/African/Caribbean/Black British
Other ethnic groups
Not specified/Prefer not to say 2 13%
Notes on data collection and the tables:
1. Data collection of the Board and the EMT was undertaken in 2022 and is subsequently collected on new joiners.
2. The Board and EMT were provided with the categories above and asked to advise how they identified. This personal data has been collected once and it will
be up to the individuals to advise of any changes.
3. The two Executive Directors are included in the Board figures and not in the executive management column.
Succession planning
Organisational succession planning
The Board Directors monitor the
development of the EMT and Regional
Presidents to ensure that there is a diverse
supply of senior executives and potential
future Executive Directors with appropriate
skills and experience. Individual Committees
play their role in this, for example the Audit
& Compliance Committee receives a
report on the Global Finance talent profile
which considers succession planning, and
informal interaction between Directors and
senior management aids the identification
of development focus areas. This planning
means that the changes in Global Finance
management in 2025 have been smooth
transitions without disruption in such a key
Company department.
With management, the Directors also
considered candidates for the replacement
of the Company Secretary, Sally Caswell,
who le the Company aer six years in
October 2025. They were delighted to
find a strong and experienced candidate
in Julia Crane and welcomed her in
early 2026.
Part of succession planning involves
assessing the skills and experience in
the organisation with an indication of
individuals’ expected time to develop to
the next level, and requirements in order
to achieve that progression, such as
experience of a dierent business function
or additional training. Diversity and cultural
fit is an established part of succession
planning, and management are
encouraged to incorporate measures to
further generate a diverse pipeline as well
as develop the desired culture.
Board succession planning
and composition
The Committee considers succession
planning for key roles on an ongoing basis,
by way of immediate and orderly
succession. The development of internal
candidates for executive roles is considered
by the Committee and the Board, along
with the wider assessment of talent and
resources to enable consideration of
succession planning in the organisation.
Mapping of the skills and experience
needed for the roles is used to consider the
profile of candidates, their level of readiness
and areas for progression. This is discussed
with the EVP of People & Culture to ensure
the individuals receive support and
development accordingly.
On an ongoing basis, the Committee
considers the tenure of Directors with
reference to the retirement and resignation
profile, which can be found on the
Company’s website. In thinking about
future recruitment to the Board, the
Committee continues to monitor Directors’
skills and experiences, as well as diversity,
to engender constructive debate and a
varied mix of ideas. The Board profile is
published on the Company’s website.
The membership of Board Committees can
be found on page 186. In 2025, there have
been no changes to Board Committee
composition. The Committee, in
conjunction with the Committee Chairs,
continues to keep the composition of the
Committees under review with reference
to the skills and expertise needed to reflect
the challenges that the Company faces.
Herbert Cordt
Chair of the Nomination
& Governance Committee
209RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Janet Ashdown
Chair of the Committee
The Committee
oversees the areas of
sustainability within
the Group, in order
to deliver better
business outcomes.
Committee members
and meeting attendance
Member
Attendance
in 2025
Member
since
Janet Ashdown
(Chair) 3/3 June 2019
Marie-Hélène
Ametsreiter 3/3 June 2021
Stanislaus Prinz
zu Sayn-
Wittgenstein 3/3 October 2022
1. The annual joint meeting of the Corporate
Sustainability Committee and Audit &
Compliance Committee was held in November
2025 in addition to the above meetings.
CORPORATE SUSTAINABILITY COMMITTEE REPORT
Committee purpose,
roles and responsibilities
The Committee supports and advises
the Board, aiming to ensure the long-term
sustainability of the business and its positive
impact on communities where the Group
operates. The Committee promotes a
culture of sustainability within the Group,
in order to deliver better performance
and sustained success. It oversees risk
management related to Environmental,
Social and Governance (ESG) topics
including but not limited to health and
safety, environment, and socio-economic
development on behalf of the Board, striving
to minimise the Company’s negative impacts
on people and the environment and to
deliver benefits for its various stakeholders.
More detail can be found in the Committee’s
Terms of Reference available here.
The Committee and executive
management together play a key role in
steering organisational initiatives towards
sustainable practices. The Chief Executive
Ocer (CEO) assumes a central role,
owning the ESG agenda. The CEO has
responsibility for the implementation and
execution of the Company’s sustainability
strategy and is supported in this by the
Chief Technology Ocer (CTO).
Completion of the First
Sustainability Target Cycle
(2018-2025)
The current reporting cycle concludes
the Group’s first sustainability target period
and marks an important milestone. Since
the initial targets were set in 2019, the
Group has made strong progress, including
improvements in workplace safety, the
expansion of recycling into a core part of
the business, and a 15% reduction in CO
emissions per tonne, equivalent to around
two million tonnes of avoided emissions.
Sustainability considerations have also
been further embedded across the supply
chain. These results give the Committee
confidence that the Group’s approach to
setting and monitoring sustainability
targets is eective and provide a solid basis
for the next phase of ambition toward the
2030 targets, which were adopted by the
Board of Directors in February 2025.
Activities in 2025
Health & Safety
Reviewed the root causes of the Serious
Incidents (SIFs) in 2025 and the outcomes
of the investigations and actions of
management to improve safety.
Reviewed progress aer one year of the dss+
Safety Culture Transformation, focusing on
key enablers and issues for further focus.
Considered the dss+ recommendations for
improvements, setting a high priority action
for management to engage and integrate
site management into the transformation
programme, in order to improve health
and safety throughout the organisation.
Discussed with management the
implementation of the new Safety
Management System, focusing on its
accessibility for an employee population
which is geographically and
linguistically diverse.
Monitored RHI Magnesita’s Health & Safety
KPIs for employees and contractors against
baseline and prior year performance.
Reviewed the circumstances surrounding
the work-related fatality, including internal
control enhancements.
Reassessed the 2030 Health & Safety
targets with management in light of recent
acquisitions; a revised target was approved
in February 2026.
Climate and Environment
Reviewed progress against Sustainability
targets, including the CO emissions
intensity reduction targets.
Received reports on the Group’s
investment in, and cooperation with, MCi
Carbon, a technology provider specialising
Oversight and Delivery of
2025 Sustainability Targets
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025210
CORPORATE SUSTAINABILITY COMMITTEE REPORT CONTINUED
in the mineralisation of CO emissions.
Received update on the Group’s long-term
CO hedging programme along with the
impact of EU policy developments.
Recycling and circular economy
Regularly reviewed progress in the Group’s
use of secondary raw materials, including
the status of recycling KPI’s.
Received reports on innovative processing
techniques to enhance quality and recovery
in order to continue progress and achieve
the 2030 20% target.
The Committee noted CAPEX roadmap,
acquisitions, and regional fulfillment
performance. With a strategic lens, the
Committee discussed with management
the ecient use of capex to further
commercial value from recycling initiatives.
Growth opportunities by region, their value
stream and strategic value for the Group in
its raw materials approach, were discussed,
along with key challenges and
opportunities as the business develops.
Communities
The Committee received an overview of
community relations investments across
regions and related local engagement
activities.
Observed the intended areas of future spend,
as well as updates on local partnerships.
Recommended to the Board to commit
to allocating 1% of net profit over an
average of the prior three years to support
our communities.
Diversity, Equity & Inclusion
Received an overview of the status of
gender diversity within the organisation
and management’s actions to reach the
goal of 33% women in leadership positions
by 2025.
Received a report on the strategy
for Diversity, Equity & Inclusion in the
organisation and the initiatives to achieve
greater representation.
Sustainable Procurement
Received an overview of RHI Magnesita
supply chain due diligence that includes
the country-specific risk assessment tool,
EcoVadis supplier assessments, and
on-site supplier ESG audits and risk
mitigation eorts.
Reviewed the EcoVadis Supplier Assessment
spend coverage, product carbon footprint
(PCF) data and the planned approach
in 2026.
Reviewed the supply chain transparency
process and approved management’s
approach for 2026, including the selection
of a new technology provider.
Governance
Confirmed the refreshed Double
Materiality Assessment (DMA) in light of
the acquisitions completed in 2025 and
the insights gathered through recent
stakeholder engagement and feedback.
See page 96 for more details on the DMA.
Received details on the new organisational
set up and approach for management of ESG
topics within RHI Magnesita, notably the
separation of the Head of Sustainability from
the Head of Investor Relations role, giving
greater focus and prominence in the Group.
Interacted with the Audit & Compliance
Committee, following the Group’s
assurance process in early 2025, to engage
with the auditors of RHI Magnesita to deliver
improved process for the assurance of the
financial year 2025 and manage the impact
of non-financial assurance on the overall
annual report & accounts.
Continued to consider ESG regulatory
updates and various reporting frameworks
such as the EU Omnibus, EU Corporate
Sustainability Reporting Directive (CSRD),
EU Taxonomy, Corporate Sustainability Due
Diligence Directive (CSDDD), especially
noting the relevant actions of management
to manage the Group’s compliance in an
eective and ecient manner.
Approved the Consolidated Sustainability
Statement produced by management in
accordance with the European Sustainability
Reporting Standards (ESRS).
The CSC plans that a constructive
feedback process can be carried out in
2026 to make improvements to the new
reporting standards, as indicated by the
European Commission’s ‘Competitiveness
Compass’ and proposed Omnibus Directive.
The CSC supports management’s intention
to actively consult with the EU on these
topics and in the course of 2025, the CEO
reported on his engagement with the AFM
following their open invite for feedback
on the implementation of the CSRD
in the Netherlands.
Interacted regularly with the CEO, CTO,
Head of Sustainability and other members
of senior management outside of formal
meetings to engage on matters arising,
steer and guide activity and ensure
relevant topics were considered.
Approved policies such as the Quality,
Health & Safety, Environment and Energy
Policy on behalf of the Board.
Noted the newly appointed Company’s
Human rights ocer and reviewed,
endorsed and recommended for the
Board’s approval, the Modern Slavery and
California Transparency in Supply Chains
Act statement.
Considered the Committee’s performance
reflecting on the current relevant topics
within its scope and areas of concern for
focus in the year ahead with management.
Joint Committee meetings
As in prior years, the Committee held a
joint meeting with the Audit & Compliance
Committee to consider matters of overlap
in scope (the Joint Committee). The Joint
Committee was provided with an update on
risks and the materiality assessment per the
EU’s CSRD, as well as a regulatory update
covering key areas of ESG legislation which
would aect disclosure requirements and
sustainability data collection and analysis.
The Joint Committee approved
management’s recommendation to appoint
PricewaterhouseCoopers Accountants N.V.
for a limited assurance engagement of the
Group’s Sustainability Statement in 2025
and proposed to the non-executive
directors of the Board for adoption.
External ESG ratings
The Committee acknowledged
RHI Magnesita’s strong ESG ratings
provided by independent analysts.
CDP: A-
EcoVadis: Gold
MSCI: AA
Sustainalytics: medium-risk exposure
Janet Ashdown
Chair of the Committee
211RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
AUDIT & COMPLIANCE COMMITTEE REPORT
John Ramsay
Chair of the Committee
Guidance and
oversight to help
management
develop more robust
internal controls.
Committee members
and meeting attendance
Member
Attendance
in 2025
Member
since
John Ramsay
(Chair) 6/6 October 2017
Jann Brown 6/6 June 2021
Wolfgang
Ruttenstorfer 6/6 October 2017
1. The annual joint meeting of the Corporate
Sustainability Committee and Audit &
Compliance Committee was held in November
2025, in addition to the above meetings.
Committee purpose,
roles and key responsibilities
The Committee monitors the eectiveness
of the Group’s corporate reporting, systems
of internal control and risk management
and the integrity and quality of the Group’s
external and internal audit processes.
The Committee’s key responsibilities
include but are not limited to:
• monitoring the integrity of the financial
statements of the Company and Group,
and reviewing and reporting to the
Board on significant financial reporting
issues and judgements;
• reviewing statements relating to
financial performance and narrative
reporting, including any climate-related
financial disclosures;
• reviewing the Company’s internal control
and risk management systems and
advising the Board on its eectiveness;
• annually assessing Internal Audit,
Risk and Compliance’s performance
and eectiveness;
• advising the Board on the appointment,
reappointment and removal of the
external auditor, agreeing their terms
of engagement, monitoring their
independence and objectivity and
conducting competitive tenders
when necessary;
• reviewing the eectiveness of the external
audit process; and
• developing and implementing the policy
on the engagement of the external
auditor to supply non-audit services.
Activities during the year
Audit tender process
PricewaterhouseCoopers Accountants N.V.
(PwC) have been the Group’s external
auditor since 2017 and as per the EU Audit
Regulation are required to retire aer a
10 year period. During the year, the
Committee completed a competitive tender,
where both large audit and challenger audit
firms were invited to participate. The tender
was conducted in accordance with the
FRC’s External Audit Minimum Standard.
Following a careful and considered
process, and considering the digital
transformation activities expected in 2026,
the Committee recommended to the Board
the appointment of KPMG as the Group’s
external auditor from the 2026 financial
year, subject to shareholder approval
at the 2026 Annual General Meeting.
Financial reporting
Financial disclosures
The Committee reviewed the half-year and
annual financial statements and particularly
challenged management in relation to:
• integrity of the Group’s financial
reporting process;
• compliance with the relevant legal
and financial reporting standards;
• application of significant judgements
and estimates; and
• balance and clarity of disclosures.
As part of its review, the Committee
received regular updates from
management and the external auditor
in relation to accounting judgements
and estimates, including those relating
to recoverability of asset carrying values,
provisions and uncertain tax treatments.
This enabled the Committee to challenge
the outcomes and ensure management
had duly considered the relevant aspects.
Furthermore, the Committee received
training on the expected impact of
IFRS 18 Presentation and Disclosure
of Financial Statements.
Eectively managing risk
and compliance for
long-term success
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025212
Fair, balanced and understandable
The Group’s Annual Report and Accounts
should be fair, balanced, understandable
and provide the information necessary for
shareholders to assess the Group’s position,
performance, business model and strategy.
The Committee and the Board are satisfied
that the 2025 Annual Report and Accounts
meets this requirement, with appropriate
weight having been applied to both
positive and negative developments
throughout the year.
To arrive at this conclusion, the Committee
critically assessed dras of the 2025 Annual
Report and financial statements and sought
insight from management on their draing
process in order to agree that it was
appropriate and ensured that the relevant
requirements were met. This process
included starting from a well-established
base, engaging multiple and varied experts
across the business, obtaining feedback
from a number of dierent external
providers who could give an independent
and critical assessment and improvements
from prior year including the application of
new segmental reporting disclosures and
presentation of upcoming changes in IFRS.
The Committee gave detailed and
helpful input, bringing the perspective
of stakeholders and readers of this report.
They reviewed the consistency of the
narrative disclosures with the financial
statements, as well as reviewing the
adequacy and appropriateness of the
independent assurances received on the
accuracy of the information, both financial
and non-financial.
Alternative Performance Measures
The Committee reviewed the treatment
of specific adjusting items. These included
the treatment and presentation of costs
related to acquisition and restructuring
activities relating to plant optimisation.
The adjusting items are closely monitored
by the Committee to understand, review and
challenge management’s classification.
The Committee considered the views of
the External Auditor and concluded that
the disclosures made by management
were supported and the classifications
were appropriate in each case.
Compliance
Compliance programme
The Committee reviewed the annual
compliance programme, seeking to ensure
that it remained eective and fit for purpose,
as well as challenging management to
ensure that adequate resources, capabilities
and training are applied to the Compliance
Programme.
In 2025 the Committee discussed
investigations of cases involving alleged
ethics and compliance breaches. The
Committee challenged management’s
findings in such cases to satisfy itself that a
rigorous process had been followed, and
that appropriate disciplinary action had
been taken where necessary and
management had embedded learnings
into RHI Magnesita’s systems and controls.
Whistleblowing programme
The whistleblowing programme, which is
monitored by the Committee and overseen
by the Board of Directors, is designed to
enable employees, customers, suppliers,
managers, or other stakeholders to raise
concerns on a confidential basis where
conduct is deemed to be in violation of
our Code of Conduct or contrary to the
Group’s values.
The Committee made enquiries of
management in relation to the reports
received through the whistleblowing
channels in order to conclude its
eectiveness during 2025. They discussed
with management specifics of whistleblower
reports received and noted the significant
decrease in reported cases in the year. The
Committee enquired into the root causes
for this decrease, which was understood
to be due to the outsourcing of defined
transactional services and enhanced
leadership training, including so skills
management, for new and future leaders.
For the cases with broader relevance the
Committee sought clarity on the root causes,
the links to Group culture and ensured
appropriate actions by management to
address the root causes.
AUDIT & COMPLIANCE COMMITTEE REPORT CONTINUED
213RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Examples of how accounting judgements and estimates were considered and addressed
Significant financial
judgements and areas
of estimation How the Committee addressed these judgements and areas of estimation
Determination
of operating and
reportable
segments
The Committee was presented with management’s updated assessment of the operating segments which was
revised in connection with the completion of the Resco acquisition and the internal reorganisation of regions and
internal reporting during the year. It noted that changing operating segments led to a change in the Group’s cash
generating units (CGUs) and how goodwill was allocated to CGUs. In the view of management, performance and
allocation of resources are mostly driven by the ‘local for local’ strategy, which has been driven by the acquisition
of Resco, the creation of a new region of the Middle East, Türkiye and Africa (META) and a change in internal
reporting and management steering. Consequently, management considers that the regions form the basis
for operating segments and in review, management expanded the reportable segments to seven reportable
segments in 2025.
The Committee challenged management’s determination of the new operating segments, the determination
of the CGS and the level of aggregation and considered how it assisted the business in its monitoring.
Conclusion: The Committee was satisfied with management’s explanations and agreed with the new reportable
segments and operating segments.
Re-assessment of
cash generating
units (CGUs) and
goodwill
impairment
Management presented its determination of the new CGUs as a result of the change in the operating segments.
This was because the previous CGUs, following the change in operating segments, were no longer consistent
with the regional profit generating segments. The determination of the new CGUs at regional level involved
significant judgement because several production plants were combined into single CGUs per region.
In addition, goodwill had to be reallocated to the new regional CGU.
Management provided the Committee with an update on the goodwill impairment review that is performed
annually. This year included the performance of two impairment tests, under the old CGU structure and the
new CGU structure as required by IFRS accounting standards. Management makes use of various estimates
and assumptions in determining the cash flow forecasts used in the impairment testing for goodwill, including
terminal value, inflation and discount rates.
The Committee challenged the allocation of goodwill using relative value in use and sought clarification
of the methodology applied. The Committee also enquired on the consistency of the assumptions used
in the two impairment tests.
Conclusion: The Committee concurred with management’s assessment and ensured there was adequate
disclosure of this significant judgement in the Annual Report and Accounts.
Resco purchase
price allocation
(PPA)
Management provided the summary of the final purchase price allocation (PPA) of the acquired Resco group.
The Resco PPA involved significant estimates relating to the calculation of fair values of acquired assets, liabilities
and contingent liabilities which are required within the context of business combinations. In particular, the
identification of significant intangible assets like customer relationships and trade names were valued by the
estimation of fair values by means of discounted cash flows, including the duration, amount of future cash flows,
and discount rate. Fair values of physical assets were also estimated with reference to comparable assets in
the market.
The Committee sought clarification on the engagement of the dierent valuation experts overseen by
management.
Conclusion: The Committee concurred with management’s estimation and discussed the adequacy of the
disclosure in this estimate in this year’s Annual Report and Accounts.
Control over
BPI RHIM LLC
Management presented the judgement involved in considering the full consolidation of the BPI RHIM LLC joint
venture, which is supported by RHIM having the ability to direct the key business activities such as raising funding
or approving the business budget. Consequently, RHI Magnesita can exercise the control of the joint venture
and therefore consolidate its results.
The Committee challenged which activities of BPI RHIM LLC that aect the returns could be unilaterally directed
by RHIM and which other activities required unanimous consent.
Conclusion: The Committee concurred with management’s conclusion and discussed the adequacy
of the disclosure of this significant judgement in the Annual Report and Accounts.
AUDIT & COMPLIANCE COMMITTEE REPORT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025214
Risk management
How risk management was assessed
The Internal Audit, Risk & Compliance team
provides key assurance to the Committee on
the Group’s governance, risk management
and internal controls. Throughout the year,
the Committee discussed reports on risk
management and challenged management
on whether risks had been suciently
considered and whether appropriate risk
mitigation measures had been implemented.
Management took onboard the comments
and adjusted assessments as necessary.
The Committee also considered the Fraud
Risk Assessment 2025, taking into account
the UK Economic Crime and Corporate
Transparency Act.
The Committee also received reports
providing an overview of compliance
activities and management’s assessment
of the eectiveness of the programme
to manage risks relating to ethics and
regulatory compliance in the Group’s
business activities. The Committee also
discussed findings from investigations
of cases where ethics and compliance
concerns were highlighted. The Committee
discussed management’s findings in such
cases to satisfy itself that a rigorous process
had been followed, that appropriate
disciplinary action had been taken, where
necessary, and that management had
taken forward the learnings to embed into
RHI Magnesita’s systems and controls.
Internal control
Our internal controls programme
continues to make progress to comply
with both the UK and Dutch Corporate
Governance codes, and has focused
on establishing the definition of material
controls and the identification of material
controls across management’s defined
nine areas of material internal control
pillars. These nine areas are based on
company strategy, corporate risk profile
and emerging issues.
In order to monitor the eectiveness
of the procedures for internal control
over financial reporting, compliance
and operational activities, the Committee
reviews reports on risks and controls,
including the annual assessment of the
system of risk management and internal
control, which comprised a number of
inputs from ISO certification, information
security monitoring and supplier audits,
assisted by external providers as well as
functional self-certification that is reviewed
and challenged by internal audit. It also
included the outcomes from the Group
management representation letter process,
which involves each EMT member and
Regional President and their direct
reports conducting a structured internal
assessment of compliance with internal
controls, legal and ethical requirements.
The Committee discussed a number of areas
where further strengthening of internal
control can be achieved, and you can read
more about these on pages 40 to 41.
Internal audit
Reviewing the results of Internal
Audit work and the 2025 plan
The Committee reviewed the eectiveness
and resources of the Internal Audit
department and concluded that the
Internal Audit function is eective and has
adequate resources. The Committee gave
particular focus to the assessment of the
independence of Internal Audit within the
combined departmental model of Internal
Audit, Risk & Compliance.
The Committee recognised the range of
findings from Internal Audit work, which
demonstrated the required level of Internal
Audit independence, and the overall high
quality of the audit work performed.
The Committee satisfied itself that
the 2025 internal audit plan was on
track and discussed areas where control
improvement opportunities had been
identified, particularly enquiring into the
root causes and the embedding of internal
control improvements. The Committee also
reviewed progress in completion of agreed
management actions recommended in
Internal Audit Reports.
The Committee reviewed the proposed
2026 Internal Audit plan. The Committee
raised a series of challenges to the plan,
focusing on any impact to Internal Audit
quality and independence and, aer
receiving appropriate assurances and
supplementary information including the
scope of the work in relation to Group risks,
the Committee approved the 2026
Internal Audit plan.
External audit
PricewaterhouseCoopers Accountants N.V.
(PwC) have been the External Auditor
since 2017 when RHI Magnesita N.V was
incorporated in the Netherlands following
the merger of RHI with Magnesita. In
accordance with the EU Audit Regulation the
Company undertook a competitive tender
process, led by the Audit & Compliance
Committee. The Committee was mindful
of best practice and ensured that the tender
was conducted in accordance with the FRC’s
External Audit Minimum Standard. Following
a comprehensive process, the Committee
recommended to the Board the appointment
of KPMG as the Group’s external auditor,
subject to shareholder approval at the 2026
Annual General Meeting. The Committee
agreed to adopt KPMG as the external
auditor a year earlier than originally planned,
which allows for the earlier involvement of
the new auditor in major change projects,
and therefore continuity of the auditor as
these major projects are implemented.
AUDIT & COMPLIANCE COMMITTEE REPORT CONTINUED
215RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
How the Committee assessed
audit risk and audit eectiveness
PwC set out its audit plan for 2025,
identifying significant audit risks to be
addressed during the course of the audit.
These included the risks:
• that assumptions used to estimate
the impairment of goodwill are
not reasonable;
• that assumptions used to estimate the
fair value of consideration transferred
in a business combination are not
appropriate/reasonable;
• management override of controls;
• management override of controls
including incentives for intentional
misstatement in sustainability
reporting; and
• risk of fraud in revenue recognition.
The Committee reviewed and discussed
the external audit plan and evaluated
whether the planned materiality levels,
considering the challenging market
conditions, and proposed resources to
execute the audit plan were consistent
with the scope of the audit.
As part of its oversight of the external
auditor, the Committee considered the
reports from PwC together with feedback
from key members of the finance teams
across the Group. The assessment noted
that PwC had demonstrated strong
investigative, analytical and judgemental
competence in addition to providing a
good degree of challenge to management.
In the course of 2025, the external auditor
gave transparent and proactive updates
on the changes in operating segments and
CGU determination, the purchase price
allocation pertaining to the acquisition
of Resco and the judgements involved
in the Goodwill impairment test.
Aer each year end teams who have
engaged with the auditor are asked to give
feedback on the audit process to improve
the eectiveness of both management
and the external auditor. The Committee
receives a summary of recommendations
for improvement to financial reporting
processes or internal controls,
management’s response to those
recommendations and progress made
against prior year recommendations.
In the course of the Committee meetings
throughout the year, the Committee is
able to observe relationships between
management and the external auditor
and can gain a sense of the working
environment and culture of the teams.
The Committee considers the approach
and mindset of the external audit team
through observing how they challenge
aspects of the Group’s internal controls,
and how they respond to queries and
feedback from the Committee, Directors and
management themselves. The Committee
also considers, as part of the discussions
both in meetings and around topics outside
of formal meeting engagement, the depth
of knowledge of the external auditors and
their understanding of the business of
RHI Magnesita, as well as the read across
and broader knowledge they can bring
from their depth and breadth of experience
with industrial manufacturing companies.
The Committee observed challenge
by the external auditor of management
on matters relating to treatment of carbon
osets, impairment of non-current assets,
segregation of duties, and goodwill. In each
case the challenge was considered, and
a resolution on the approach was found
which, the Committee feels, improved
the standard of reporting to the Company’s
stakeholders and will be taken forward
to improve management’s processes.
The actions suggested by the external
auditor are tracked by the Internal Audit
function and progressed with leadership
from the EMT.
How the Committee assessed
the audit fees
The Committee reviews the fee structure,
resourcing, and terms of engagement for
the external auditor once a year. In addition,
it reviews the non-audit services that the
auditor provides to the Group half-yearly.
As part of this review, the Committee
considers the size of the Group, the number
and location of subsidiaries, the complexity
of the businesses being audited with
respect to products, customers and
regulation, and their own experience
of auditor fees at dierent companies.
How the auditor’s independence
and objectivity were assessed
The Committee considers the
reappointment of the external auditor each
year in order to make a recommendation
to the Board. The Committee assesses
the independence and objectivity of the
external auditor on an ongoing basis, taking
into account various aspects such as the
assurances provided by the external auditor
and the level of non-audit fees, input from
the management on their perception of
the working relationship, private meetings
with the external auditor, as well as regular
check-ins between the Chair of the
Committee and the lead audit partner.
Furthermore, the external auditor is required
to rotate the lead partner every five years
and other senior sta every five to seven
years. The lead partner, Antoine Westerman,
was appointed to the audit in 2022.
The Committee reviews updates to the
Company’s external auditor independence
policy as they arise from related standards
and regulatory requirements. A report of
compliance is provided annually.
Other matters:
Information security risks
The Committee continued to focus
on information security risks, particularly
as specified in the DCGC. Cyber and
information security risk is included as one
of the Group’s principal risks as explained
on pages 39 and 50 The Committee
received presentations on the emerging
risks and the associated internal controls.
The Committee focused attention on
the changes in the security controls.
The Committee was also informed of
RHI Magnesita’s approach to assess and
mitigate emerging risks from the usage
of Artificial Intelligence, alongside the
ongoing activities to further increase
cyber security awareness in the Group
to implement cyber secure behaviour.
AUDIT & COMPLIANCE COMMITTEE REPORT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025216
Treasury and Pensions
The Committee receives regular overview
of the Group’s capital structure and
liquidity planning, as well as the Group’s
risk management and hedging strategies
for interest rates, foreign exchange, and
commodities exposures. The Committee
reviewed the treasury impacts on the
financial statements resulting from the
current Treasury Policy and concluded
that the policy remains appropriate with
suitable delegation of authority levels.
The Committee was also presented with
the annual Insurance and Pensions
performance review and strategy outlook.
The Committee noted that the Group’s
captive insurance company continued to
perform as expected and deliver significant
financial benefit. The Committee also noted
that management had undertaken an
updated analysis of legacy Defined Benefit
Pension liabilities, including funding status
and options for further external transfer of
liabilities, and reported findings back to
the Committee during 2025.
Regulatory & Governance developments
Following the publication of the UK
Corporate Governance Code 2024,
management have been regularly updating
the Committee on the progress and timeline
to address the material internal control
eectiveness review under Provision 29
and the Committee has given guidance
on what they expect to see, with respect to
the business’s main areas of risk and based
on their engagement with the FRC on the
new Code.
The Committee continued to consider
legal obligations and various reporting
frameworks in particular the Corporate
Sustainability Reporting Directive (CSRD),
especially noting the status of adoption in
various EU member states, and the relevant
actions of management to manage the
Group’s compliance in an eective and
ecient manner. The Committee challenge
management on the number and materiality
of data points to establish a streamlined
reporting process for future periods.
Disclosure Committee
The Disclosure Committee, chaired by
the CFO, ensures compliance with the EU
Market Abuse Regime. It shares the minutes
and matters considered with the Committee
on an ongoing basis to provide transparency
of matters considered by the management
to keep the Company compliant with its
disclosure requirements.
Committee performance
As part of the overall Board performance
review of 2024, it was noted that the
Committee performed strongly, through
substantial discussions, debates and
challenges. It had worked well and
eectively, supporting the Board in its
oversight with a focused remit and excellent
quality of discussion. For the future, it was
considered that the Committee could
focus its oversight on the risks of the
ongoing key strategic transformational
projects and on strengthening interactions
with the Corporate Sustainability
Committee particularly in respect of the
supervision and reporting of non-financial
metrics. As outlined on page 199 the 2025
review is ongoing at the time of publication
of this report and will be reported on in
full next year.
Joint Committee meetings
As in prior years, the Committee held
a joint meeting with the CSC (the Joint
Committee) to consider shared scope
matters. The Joint Committee was provided
with an update on risks and the materiality
assessment per the EU’s Corporate
Sustainability Reporting Directive, as well
as a regulatory update covering key areas
of ESG legislation which would aect
disclosure requirements and sustainability
data collection and analysis.
The Joint Committee approved
management’s recommendation to appoint
PwC to perform the limited assurance
engagement of the Group’s Sustainability
Statement in 2025.
John Ramsay
Chair, Audit & Compliance Committee
AUDIT & COMPLIANCE COMMITTEE REPORT CONTINUED
217RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
REMUNERATION COMMITTEE REPORT
Janet Ashdown
Chair of the Committee
In a challenging
year, RHI Magnesita
streamlined the
business and laid
strong foundations
for future growth.
Committee members
and meeting attendance
Member
Attendance
in 2025
Member
since
Janet Ashdown
(Chair) 3/3 October 2020
Karl Sevelda 3/3 October 2017
Jann Brown 3/3 December 2022
Remuneration
Committee report
Current Committee membership
and operation
All members of the Committee are
Independent Non-Executive Directors,
as defined by the UK and Dutch Corporate
Governance Codes. The Company
Secretary acts as Secretary to the
Committee. Other individuals — including
the Chair of the Board, the Chief Financial
Ocer, the Executive Management Team
member responsible for People, and
external professional advisers —
may be invited to attend meetings where
appropriate, ensuring that no individual
participates in discussions relating to their
own remuneration. The Committee meets
at least three times a year, and additionally
as required by the Committee Chair or as
directed by the Board.
Committee purpose,
roles and responsibilities
The Committee is responsible for
determining and recommending to the
Board the remuneration policy, and for
setting the remuneration of the Chair,
Executive Directors, and members of the
Leadership Team. In developing the policy,
the Committee considers a range of factors,
including wider workforce remuneration
structures and the alignment of reward
with performance, in order to support
the long-term success of the Company.
The Committee also reviews workforce
remuneration and related policies, and
satisfies itself that incentive arrangements
and reward outcomes are aligned with
RHI Magnesita’s strategy, goals, and culture.
The Committee’s Terms of Reference are
available on the Company’s website.
Activities in 2025
The Committee met three times in 2025,
and its activities included:
• Consideration and approval of the
outturn of the 2024 Annual Bonus.
• Consideration and approval of the
vesting of the 2022 Long-Term
Incentive Plan (LTIP).
• Oversight of Company performance
against the targets of in-flight
LTIP awards.
• Review and determination of the 2025
Annual Bonus and LTIP performance
measures and targets.
• Review of the remuneration of Executive
Directors, the Executive Management
Team (EMT), and senior management,
taking into account workforce
remuneration, role responsibilities,
Company and individual performance,
and external market benchmarks.
• Review of the fee for the Chair
of the Board.
• Oversight of Directors’ shareholdings
and monitoring of compliance with
share ownership guidelines.
• Consideration of changes to Committee
governance arising from the revised UK
and Dutch Corporate Governance Codes.
• Review of market practice and new
proxy agency remuneration guidelines
and assessment of their applicability
to RHI Magnesita.
• Oversight of the Group’s wider
workforce remuneration and
incentivisation, ensuring alignment
with Company strategy.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025218
REMUNERATION COMMITTEE REPORT CONTINUED
Dear Shareholders,
On behalf of the Board, I am pleased to
present the 2025 Directors’ Remuneration
Report. This report comprises my letter to
shareholders and the Annual Report on
Remuneration for the financial year ended
31 December 2025.
RHI Magnesita’s performance
during 2025
RHI Magnesita has navigated an
exceptionally challenging operating
environment, with decisive actions initiated
earlier in the year that began to take full
eect, resulting in a clear and sustained
improvement in performance.
This turnaround has been driven by a
deliberate strengthening of RHI Magnesita’s
operational foundations. Management took
dicult but necessary decisions, including
structural cost reductions, carefully
calibrated pricing actions, and selective
footprint adjustments, alongside a strong
focus on restoring operational stability
and consistency.
Looking ahead, RHI Magnesita’s
dierentiated local-for-local operating
model, combining locally embedded
production with the strength of a globally
integrated network, enhances flexibility
and resilience. This model is already
delivering proven reliability, speed and
security of supply for customers and
improved financial performance underpins
the Board’s confidence in the sustainability
of the performance improvements
achieved in 2025 and the Group’s readiness
to accelerate as macroeconomic
conditions stabilise.
Despite the dicult trading environment
the Group recorded an Adjusted EBITA of
€373 million, revenues of €3,365 million
and Adjusted operating cash flows of €391
million for FY 2025. These financial results
have enabled the proposal for a full-year
dividend payment of €1.80 per share
in respect of FY 2025.
Executive Directors’
remuneration 2025
An overview of remuneration for 2025 is
set out below, with further details provided
in the Annual Report on Remuneration.
Salary and benefits
The Executive Directors’ base salary is
reviewed on an annual basis, informed by a
holistic assessment of internal and external
reference points. This includes alignment
with salary movements across the wider
Group, prevailing market conditions in
relevant peer and talent markets, and
the experience of shareholders and other
key stakeholders.
In applying this framework, the Committee
seeks to strike an appropriate balance
between pay restraint and the need to
maintain competitive positioning for critical
executive roles within RHI Magnesita’s core
talent markets. Following careful
consideration of these factors, the
Committee approved a 3% increase in base
salary for both the CEO and CFO, eective
in 2025 which was below the wider Austrian
workforce of an average 7%.
Annual bonus plan
Our Executive Directors’ maximum annual
bonus opportunity remained at 150% of
salary with performance assessed against
Adjusted EBITA (40%), Adjusted operating
cash flow (“OCF”) (25%) and Strategic
Initiatives (35%).
In line with the Company’s remuneration
framework, variable compensation for
management and employees is designed
to reflect both the financial outcomes
of the year and progress made against
our strategic priorities, including safety
and other key operational initiatives.
During the year, the organisation made
meaningful progress in advancing its
safety agenda and in delivering on a
number of strategic initiatives, reflecting
the strong commitment and eorts of
our employees across the Group.
Although some targets in relation to
operating cash flow and strategic initiatives
were met in part, due to the challenging
business environment key bonus
objectives were not met in full and the
EMT recommended that the Remuneration
Committee apply downward discretion and
reduce bonus funding to zero for Executive
Directors and the broader employee
population for FY2025.
The Committee was mindful that
prioritising balance sheet strength,
disciplined cost management, and the
capacity to respond to market challenges
in 2026 and beyond are in the best
long-term interests of shareholders and
other stakeholders. The Committee also
believes it is appropriate for Executive
Directors and other senior employees to
demonstrate leadership and alignment
with shareholder interests. For these reasons,
the Committee exercised downwards
discretion and agreed a bonus outcome
of zero for all employees.
In doing so, the Committee was mindful
of the potential impact on employee
retention and engagement but considered
that outstanding long-term incentive plan
awards, which are projected to vest, will
contribute positively to retention of key
talent and incentivise sustained value
creation for our shareholders.
The Remuneration Committee will continue
to review the design and calibration of the
incentive framework to ensure it remains
competitive, clearly linked to performance,
and aligned with the Company’s strategic
priorities. We expect to return to positive
bonus outcomes from 2026 onwards as
ongoing strategy execution and operational
eciency programmes are expected to
drive improved business performance.
Further details of the performance against
the 2025 targets can be found on page 229.
Long-Term Incentive Plan (LTIP)
The 2022 LTIP Award vested on 17 March
2025 at 71% of maximum. The metrics
were Adjusted EPS (50%), absolute TSR
(25%) and the reduction of CO emissions
against 2018 baseline (CO) (25%).
In respect of EPS performance, the Group
achieved € 15.21 p/s against a target of
€16.50 p/s and thus 23% of this portion
vested. The Group achieved a significant
reduction in CO emissions per tonne
against the 2018 baseline and thus this
portion vested at 100% of maximum.
The actual TSR performance was 25.3%
against a target of 22%.
1. The 2024 Remuneration Report provided
indicative vesting.
219RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
The 2023 LTIP Award will vest to the extent
that the EPS (50%), TSR (25%) and the
reduction of CO emmissions against 2018
baseline (CO) (25%) are met. The EPS and
CO targets were assessed against
performance to 31 December 2025.
In respect of EPS performance, the Group
achieved € 14.55 p/s against a target of
€13.40 p/s and therefore 100% vest. The
Group also reported a significant reduction
in CO emissions per tonne against 2018
baseline and thus this portion vested at
100% maximum.
The TSR element will be tested on
6 March 2026. The actual TSR vesting level
will be provided in the 2026 Directors’
Remuneration Report. More details are
available on page 229.
The Committee carefully reviewed the
overall formulaic vesting outcome of both
the 2022 and 2023 LTIP awards in the
context of the Group’s underlying financial
performance and the experience of
shareholders, including share price and
TSR performance. The Committee was also
mindful of our commitment to take into
account the potential for ‘windfall gains’
in relation to the final vesting outcome.
The Committee is satisfied that the LTIP
outcomes were appropriate in the context of
overarching business performance and the
wider stakeholder experience and made no
adjustment to the formulaic vesting outcome
and the Policy operated as intended during
the year and that no deviations from the
Policy or the established decision-making
process were required, including in respect
of any exceptional circumstances.
Implementation of the
Remuneration Policy for 2026
Base salaries 2026
The base salaries of the CEO and CFO
will be increased by 2% with eect from
1 January 2026. This is below the average
employee salary increase in Austria of 2.1%.
Annual Bonus 2026
The maximum bonus opportunity for 2026
is unchanged at 150% of salary for Executive
Directors. The targets for the Annual Bonus
are set out on page 223 to the extent they
are not commercially sensitive.
New for 2026, is the introduction of an
eciency scorecard, comprising of financial
measures. The annual performance
measures are Adjusted EBITA before Bonus
(25%), OCF (25%) Eciency Scorecard
(30%) and Strategic project DigIT (20%).
The performance measures balance
short-term operational discipline with
long-term value creation. The Eciency
Scorecard represents financially driven
measures, reinforcing cost discipline and
overhead control, drives tighter working-
capital management and operational
planning, while Strategic Projects/DigIT
ensures continued focus on critical
transformation initiatives that underpin
future performance, even where financial
benefits are not yet fully reflected.
The Committee continues to regard
adjusted EBITA as a core measure
of the Group’s underlying profitability
and operational performance, which
is essential to the delivery of the Group’s
strategy. Adjusted operating cash flow
remains a key performance measure,
reflecting the importance of disciplined
cash generation to support dividends,
maintain financial resilience, and fund
ongoing investment in eciency,
transformation and growth initiatives.
The Eciency scorecard of the Annual
Bonus in 2026 is focused on operational
eciency and disciplined execution,
reflecting the Committee’s emphasis on
strengthening cost control and working
capital management. The Eciency
Scorecard incentivises adherence to
the budget and embedding operational
rigor across the Group. Given the progress
made in recent years and the integration of
prior initiatives into day-to-day processes,
the Committee has adjusted weightings
to place greater emphasis on execution
and value realisation, while maintaining
a dedicated Strategic Projects/DigIT
component to ensure continued delivery of
key transformation initiatives that underpin
the Group’s future performance.
2026 LTIP
The CEO and CFO’s LTIP awards for 2026
remain unchanged at 200% and 150%
of salary, respectively. The performance
conditions for the LTIP awards are set out
on page 223.
In setting the 2026 LTIP performance
targets, the Committee has retained the
same performance measures as in the prior
year to ensure continuity and consistency
in the assessment of long-term
performance, while recalibrating target
levels where appropriate to reflect the
Group’s updated strategic outlook and
value creation priorities.
The LTIP framework for the 2026 award
retains a strong focus on long-term value
creation through profitability, capital
eciency and sustainability, while reflecting
an evolution in strategic priorities and
performance calibration. The weighting on
ROIC has increased to reinforce disciplined
capital allocation and returns above the cost
of capital, with performance targets aligned
to the Group’s updated strategic outlook.
Adjusted EPS remains the primary value
creation metric, measured on a cumulative
basis over three years, with recalibrated
vesting ranges reflecting updated business
plans and earnings visibility. The
sustainability component continues to
incentivise decarbonisation; however, the
baseline year has been updated to reflect
more recent operational performance,
ensuring the targets remain stretching,
relevant and aligned with the Group’s
current emissions reduction trajectory.
Investors should note that the Committee
has the discretion to adjust the formulaic
outcome of incentives and that, as part
of its considerations, in determining
whether it should exercise discretion,
the Committee will have regard, among
other matters, to the Group’s TSR over
the performance period of these awards.
REMUNERATION COMMITTEE REPORT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025220
How our remuneration practices and performance measures support our strategy
Metrics
Strategic Pillar –
Market
Leadership
Strategic Pillar –
Enhance
Business Model
Strategic Pillar –
Execute Cost
Reductions Explanation of measurement or location in this Annual Report of the explanation
Financial driven elements of reward: Bonus
Profit See page 36 for Adjusted EBITA. This metric is currently used.
Adjusted Operating
Cash Flow
Adjusted operating cash flow is calculated by taking adjusted
EBITDA plus changes in working capital and in other assets/
liabilities minus capex spend. This metric is currently used.
Use of Secondary
Raw Materias
See page 33. This metric is currently used.
Strategic initiatives This metric is currently used and comprises various initiatives
which change over time and currently covers digitalisation.
Element of reward: LTIP
Earnings Per Share See page 35. This metric is currently used.
Total Shareholder
Return
A measure of share price appreciation plus dividends. This is
calculated by the change in the Net Return Index for a company
(as calculated by reference to Datastream or such other
independent financial information provider) expressed as a
percentage over the Performance Period calculated by reference
to an agreed formula based on a two month average at the
commencement and end of the three-year performance period.
This metric is currently used.
ROIC See page 36. For the LTIP 2025 performance condition,
as outlined above, this will be taken as an average of 2026
and 2027. This metric is currently used.
Reduction of
CO emissions
See page 55. This metric is currently used.
Read more about our strategy
Pages 13 to 18
REMUNERATION COMMITTEE REPORT CONTINUED
221RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Assurance of non-financial metrics
The Committee is satisfied that the
non-financial performance measures in
both the LTIP and the Annual Bonus are
material, stretching and closely aligned
with the Group’s strategy, supporting
long-term value creation through
improved operational eciency,
disciplined resource management and
continued progress on sustainability.
In setting the targets, the Committee
considers historical performance,
progress achieved to date and the
expected development required to deliver
the Group’s strategic objectives over the
medium to long term. Oversight and
alignment of sustainability-related
performance is supported by the close
coordination between the Remuneration
Committee and the Corporate Sustainability
Committee, ensuring consistent
governance and accountability. The
targets are clearly defined and quantifiable,
based on regularly reported operational
and management information, with CO
emissions intensity within the target scope
subject to independent third-party
assurance. In line with regulatory
requirements, limited assurance has
been provided by our auditor PwC
on the Group’s sustainability disclosures,
providing the Committee with confidence
in the robustness, integrity and strategic
alignment of these performance measures.
Engagement with the workforce
The Board keeps up to date with the
current views of our workforce through
a combination of engagement methods
across multiple channels at dierent levels
of our organisation. These include townhalls,
webcasts and direct engagement as part
of site visits, meetings and attending
conferences. The Directors continually
engage with employees across the
Company on a number of topics relevant
to our strategy and business operations.
Two appointed ERDs are part of the Board.
By constructively challenging management
and sharing insights from across the
organisation they enhance the
independence and judgement of Non-
Executive Directors (NEDs) by providing
a more rounded, first-hand perspective
beyond formal management reporting.
Board discussions informed by ERD input
support meaningful engagement with the
workforce and create a two-way, mutually
beneficial link between employees and
the Board, ensuring workforce views
are considered in Board deliberations
and decision-making.
The Board also met with the incoming
trainees and enjoyed the opportunity to
hear about their motivations and aspirations
for joining the Group. The Directors
continued its in RHI Magnesita’s global
mentoring programme to develop female
talent in the organisation.
You can read more about employee engagement
on page 25
Basis of presentation
This Remuneration Report reflects
RHI Magnesita’s compliance obligations
across three key regulatory jurisdictions:
the UK, the Netherlands, and Austria.
In line with our commitment to
transparency, it also includes certain
voluntary disclosures aligned with UK
market practice, where practicable. Further
details on our compliance with the UK and
Dutch Corporate Governance Codes are
available on pages 203 to 204. This letter
(pages 219 to 222 and the Annual Report
on Remuneration (pages 226 to 236) will
be presented for an advisory vote at the
2026 AGM.
Our conversations
with our shareholders
Ahead of the 2025 AGM, I engaged with
our largest shareholders to understand
their views on the Company’s
remuneration structure.
As outlined in the Corporate Governance
Report on pages 203 to 204, we are
reporting partial compliance with
Provisions 40 and 41 of the UK Corporate
Governance Code on Remuneration.
The reasons for this are explained in the
Corporate Governance Report, and we will
continue to review our practices in relation
to these provisions. Shareholders will also
note that compliance with Provision 36 has
been addressed through our Policy review
and the introduction of a post-employment
shareholding policy.
I hope you find this report both transparent
and informative. The Committee remains
open to constructive dialogue with
shareholders on remuneration matters.
At the 2026 AGM, shareholders will
be invited to vote on the Directors’
Remuneration Report, and I trust the
Committee will have your continued
support. On behalf of the Committee,
I would like to thank shareholders for their
engagement and valuable input throughout
the year, and we welcome any feedback
you may have on this report.
Janet Ashdown
Chair, Remuneration Committee
REMUNERATION COMMITTEE REPORT CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025222
REMUNERATION COMMITTEE REPORT CONTINUED
Operation of policy
At a glance: Operation of Remuneration Policy for the financial year ending 31 December 2025
Policy element Implementation
Annual Base salary from
1 January 2025
CEO – €1,247,500
CFO – €729,200
% increase from prior year 3%
Retirement allowance Allowance of 15% of base salary
Annual bonus Up to 150% of base salary
Annual bonus metrics Adjusted EBITA (40%), Adjusted operating cash flow (25%), strategic initiatives (35%)
the strategic initiatives 20% account for strategic projects and the use of SRM (10%).
Amount paid for threshold
performance
25% of maximum annual bonus
Amount paid for target
performance
50% of maximum annual bonus
Actual bonus result for 2025
performance
60% of maximum (€0 for the CEO and € 0 for the CFO).
Payment of bonus in shares 50% of annual bonus in excess of target aer tax is used by the Executive Directors to acquire shares
that are held for a minimum of three years.
LTIP award CEO – 200% of salary
CFO – 150% of salary
LTIP metrics 50% of the award: Adjusted Earnings Per Share (cumulative EPS for 2025, 2026 and 2027)
25% of the award: ROIC (Two Year Average (post-tax) 2026 – 2027)
25% of the award: Reduce CO emissions per tonne (against actual 2024)
Payment for threshold
performance
25%
2022 LTIP vesting 75% of maximum vesting
Performance and post-vesting
holding periods
3 years and 2 years respectively
Malus and clawback Malus applies to the period prior to vesting for LTIP awards and payment of the annual bonus.
Clawback applies to cash bonus and LTIP awards for a period of three years following the date
of vesting and three years following any cash payment.
Dividends on vested awards Participants are eligible for dividend equivalents on performance shares awarded under the LTIP.
Shareholding requirement 200% of base salary to be met within five years
Shareholding as % of salary
at 2025 year-end
CEO – 343%
CFO – 229%
1. Salary increases are 3% rounded down to the nearest 100.
2. Although some targets in relation to operating cash flow and strategic initiatives were met in part, due to the challenging business environment key bonus
objectives were not met in full and the EMT recommended that the Remuneration Committee apply downward discretion and reduce bonus outcome
from 60% of maximum to zero.
3. The performance period for the TSR element of the award was not complete at the time of writing and so the level of vesting provided is estimated.
The actual vesting level will be provided in the 2026 Directors’ Remuneration Report.
223RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Directors’
Remuneration
Policy
RHI Magnesita’s Directors’ Remuneration
Policy was approved by shareholders at the
May 2024 AGM, with 97.22% of votes in
favour. The Policy took eect on 1 January
2024 and will remain in place for three
years, until 1 January 2027. It is available on
our website. No changes have been made
to the Policy since its approval.
Decision making process for
determination, review and
implementation of the Policy
The Committee follows the process
outlined below when reviewing the
Policy and its operation:
• Alignment with Strategy: The
Committee reviews the Policy and its
operation in the context of the business
and remuneration strategy to ensure
continued alignment and support.
It also assesses whether any changes
are required.
• Market and Governance
Developments: The Committee takes
into account relevant market trends and
governance developments, including
the UK and Dutch Corporate Governance
Codes, regulatory changes, and broader
pay context such as pay ratios and
Group-wide reward arrangements.
• Investor and Shareholder
Perspectives: The Committee considers
the guidelines and expectations of
shareholder representative bodies,
proxy agencies, and investors.
• Stakeholder Consultation: The
Committee consults with shareholders
and takes into consideration their
feedback, as well as insights from the
workforce through our Employee
Representative Directors.
Alignment of the Policy to
RHI Magnesita’s values, mission,
and long-term value creation
The Policy is aligned to and supports our
cultural values which are set out below:
RHI Magnesita positions itself as the driving
force of the refractory industry — taking
innovation to 1,200°C and beyond.
Achieving this mission depends on a
high-performing senior management
team. The Remuneration Policy is therefore
designed to attract, motivate, and retain
leaders who consistently deliver strong
performance and meet ambitious goals.
The remuneration arrangements for the
Executive Directors support sustainable,
long-term value creation by:
• Ensuring fair and balanced pay:
Providing a fair and appropriate level
of fixed remuneration that avoids
overreliance on variable pay and
discourages undue risk-taking, thereby
promoting a focus on sustainable,
long-term performance.
• Balancing short- and long-term
incentives: Combining incentives
that reward achievement of near-term
objectives with those that drive
delivery of the Company’s long-term
strategic goals.
DIRECTORS’ REMUNERATION POLICY
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RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025224
Maximum
with share
price
increase
€7,061,312
€5,813,812
€3,630,687
€1,447,562
100% 40%
26%
34%
25% 21%
32% 26%
43% 35%
18%
MaximumTargetMinimum Maximum
with share
price
increase
€3,582,134
€3,035,234
€1,941,434
€847,634
100% 44%
28%
28%
28% 24%
36% 31%
36% 31%
15%
MaximumTargetMinimum
• Aligning interests with shareholders:
Requiring executives to acquire and
retain shares in the Company and
delivering long-term incentives in
shares, thereby aligning executives with
shareholder interests and long-term
Company performance.
• Promoting long-term accountability:
Applying performance measures over
extended periods and requiring shares
received under long-term incentives
to be held for an additional two years
post-vesting.
• Embedding value-driven metrics:
Including performance metrics focused
on long-term shareholder value, such
as return on invested capital and the
reduction of carbon emissions, both within
our operations and for our customers,
through the increased use of secondary
raw materials.
Remuneration scenarios
for Executive Directors
The Policy ensures that a significant
portion of remuneration is linked to Group
performance. The graph to the right
illustrates how total pay opportunities vary
under four performance scenarios: minimum,
target, maximum, and maximum assuming
a 50% share price appreciation for the LTIP
award over the performance period.
Assumptions
Minimum: Fixed pay only (base salary,
pension and benefits, excluding
relocation benefits).
Target: Fixed pay plus 50% of 2025
maximum annual bonus opportunity
for the CEO and CFO with 50% vesting
of the 2025 LTIP award.
Maximum: Fixed pay plus maximum
annual bonus opportunity and 100%
vesting of 2025 LTIP award.
Maximum with share price increase:
Fixed pay plus maximum annual bonus
opportunity and 100% vesting of 2025
LTIP award with an assumed share price
appreciation of 50% for the LTIP award
during the performance period.
As required under the Dutch Corporate
Governance Code, scenario analysis was
carried out as part of the formulation of
the Policy and to establish that the Policy
results in appropriate and fair levels of
remuneration, including that the level
and ratio of fixed to variable pay does
not encourage inappropriate risk-taking
or over-reliance on variable pay while
ensuring there is sucient alignment
to investors, the long-term performance
of the Company and development of the
market value of the shares of the Company.
Malus & Clawback
The Committee may, at any time
within three years from the vesting of LTIP
awards or the payment of annual bonuses,
determine that malus or clawback
provisions should apply.
Malus allows the Committee to reduce
or cancel bonus or share awards before
they vest. Clawback allows the Committee
to recover shares acquired from vested
awards and/or bonuses already paid,
including the cash value of shares
and any dividends received.
The Committee may also exercise clawback
by reducing, including to nil, any other
unvested awards or unpaid bonuses held
by the individual. These provisions may
be applied in the following circumstances:
• Material misstatement of the Company’s
financial results;
• Error in the calculation of the level
of grant, vesting, or payment;
• Failure of risk management, including
any event leading to the liquidation
of the Group; or
• Fraud, gross misconduct, or actions
that bring the Company into disrepute.
The above provisions do not limit the
application of Article 2:135 of the Dutch
Civil Code. In 2025, no malus or clawback
provisions were applied to the Executive
Directors.
DIRECTORS’ REMUNERATION POLICY CONTINUED
Stefan Borgas
(CEO)
Ian Botha
(CFO)
Fixed Pay Annual Bonus LTIP
LTIP value with 50% share price increase
Fixed Pay Annual Bonus LTIP
LTIP value with 50% share price increase
225RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report on Remuneration
The following section sets out details of how the Company’s Directors were remunerated during the financial year ended 31 December 2025.
As a Dutch-incorporated company with dual listings in the UK and Austria, RHI Magnesita complies with the relevant disclosure
and reporting requirements of all three jurisdictions, including the UK and Dutch Corporate Governance Codes. Accordingly,
this Remuneration Report has been prepared on that basis.
In line with our commitment to transparency and best practice, the Committee and the Board have also chosen to include certain
voluntary disclosures. These follow the UK Directors’ Remuneration Reporting Regulations and reflect investor expectations for
UK-listed companies. Where practicable, RHI Magnesita aligns its reporting with prevailing UK market practice.
Details of the Remuneration Committee’s composition, activities and meetings during the year, including its purpose, roles
and responsibilities. are provided on page 218 and incorporated into this section by reference.
Single total figure table (audited)
The following table presents the single total figure of remuneration for each Executive and Non-Executive Director of the Company
in respect of qualifying services for the financial year ended 31 December 2025, together with comparative figures for 2024.
Director
1
Salary/fees Taxable benefits
2
Bonus LTIP Pension
3
Total remuneration Total fixed remuneration Total variable remuneration
2025 2024 2025 2024 2025 2024
8
2025
4
2024
5
2025 2024 2025 2024 2025 2024 2025 2024
Executive Directors
Stefan Borgas €1,247,500 €1,211,200 €12,937 €15,183 €0 €1,122,945 €1,807,815 €2,221,691 €187,124 €181,679 €3,255,377 €4,752,698 €1,447,562 €1,408,062 €1,807,815 €3,344,636
Ian Botha €729,200 €708,000 €9,054 €12,003 €0 €656,411 €792,602 €973,999 €109,380 €106,199 €1,640,236 €2.456.612 €847,634 €826.202 €792,602 €1,630,410
Non-Executive Directors
Herbert Cordt £325,000 £318,458 - - - - - - - - £325,000 £318,458 £325,000 £318,458 - -
John Ramsay £236,000 £232,673 - - - - - - - - £236,000 £232,673 £236,000 £232,673 - -
Janet Ashdown £135,000 £132,043 - - - - - - - - £135,000 £132,043 £135,000 £132,043 - -
David Schla £85,000 £83,073 - - - - - - - - £85,000 £83,073 £85,000 £83,073 - -
Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg £95,000 £92,513 - - - - - - - - £95,000 £92,513 £95,000 £92,513 - -
Franz-Ferdinand Buerstedde £62,097 - - - - - - - - - £ 62,097 - £ 62,097 - - -
Jann Brown £105,000 £102,633 - - - - - - - - £ £105,000 £102,633 £105,000 £102,633 - -
Karl Sevelda £101,000 £98,708 - - - - - - - - £101,000 £98,708 £101,000 £98,708 - -
Marie-Hélène Ametsreiter £101,000 £98,782 - - - - - - - - £101,000 £98,782 £101,000 £98,782 - -
Katarina Lindström £85,000 £85,000 - - - - - - - - £85,000 £85,000 £85,000 £85,000 - -
Wolfgang Ruttenstorfer £95,000 £92,852 - - - - - - - - £95,000 £92,852 £95,000 £92,852 - -
Michael Schwarz - - - - - - - - - - - - - - - -
Karin Garcia - - - - - - - - - - - - - - - -
Martin Kowatsch - - - - - - - - - - - - - - - -
1. All amounts are disclosed in the currencies in which the relevant elements of pay are set. Actual payment may be made in the currency where the recipient
resides using the exchange rate at the time of payment.
2. Benefits in 2025 for Stefan Borgas comprise benefits of tax advice and private health insurance. The benefits for Ian Botha included a car benefit.
3. Pension figures represent the 15% of salary cash allowance received by Executive Directors.
4. Value of shares based on a three-month average share price of £23.34 to 31 December 2025 and the exchange rate of 0.87. Grant share price was £26.24 and
vesting share price is estimated to be £23.34 (using a three-month average share price of to 31 December 2025). As the share price at the time of grant is higher
than the estimated share price on vesting, none of the value is attributable to share price appreciation. Further details are set out on page 236.
5. The 2022 Award vested on 17 March 2025 at the closing price of £34.05 (€40.94). The grand share price was £25.09 (€31.23) and so there was an increase
in share price between grant and vesting of £8.96. As a result the value attributable to share price is £367,350 (€485,150) for Stefan Borgas and £178,517
(€212,687) for Ian Botha. Further details are set out on page 229.
6. Franz-Ferdinand Buerstedde was nominated by the Board as a Non-Executive Director to be proposed to shareholders at the AGM 2025. He was nominated
with eect from 7 April 2025 and received a pro-rated fee for 2025 from that date.
7. Employee Representative Directors do not receive additional remuneration for this role as they are remunerated as employees of the Group.
8. 2% of the 2024 bonus outcome was forgone by the CEO and CFO and paid into a Health & Safety fund, therefore the amount shown reflects the amount paid
to the CEO and CFO.
No loans, advances, or guarantees were made to or on behalf of any Director.
ANNUAL REPORT ON REMUNERATION
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025226
ANNUAL REPORT ON REMUNERATION CONTINUED
Annual Report on Remuneration
The following section sets out details of how the Company’s Directors were remunerated during the financial year ended 31 December 2025.
As a Dutch-incorporated company with dual listings in the UK and Austria, RHI Magnesita complies with the relevant disclosure
and reporting requirements of all three jurisdictions, including the UK and Dutch Corporate Governance Codes. Accordingly,
this Remuneration Report has been prepared on that basis.
In line with our commitment to transparency and best practice, the Committee and the Board have also chosen to include certain
voluntary disclosures. These follow the UK Directors’ Remuneration Reporting Regulations and reflect investor expectations for
UK-listed companies. Where practicable, RHI Magnesita aligns its reporting with prevailing UK market practice.
Details of the Remuneration Committee’s composition, activities and meetings during the year, including its purpose, roles
and responsibilities. are provided on page 218 and incorporated into this section by reference.
Single total figure table (audited)
The following table presents the single total figure of remuneration for each Executive and Non-Executive Director of the Company
in respect of qualifying services for the financial year ended 31 December 2025, together with comparative figures for 2024.
Director
1
Salary/fees Taxable benefits
2
Bonus LTIP Pension
3
Total remuneration Total fixed remuneration Total variable remuneration
2025 2024 2025 2024 2025 2024
8
2025
4
2024
5
2025 2024 2025 2024 2025 2024 2025 2024
Executive Directors
Stefan Borgas €1,247,500 €1,211,200 €12,937 €15,183 €0 €1,122,945 €1,807,815 €2,221,691 €187,124 €181,679 €3,255,377 €4,752,698 €1,447,562 €1,408,062 €1,807,815 €3,344,636
Ian Botha €729,200 €708,000 €9,054 €12,003 €0 €656,411 €792,602 €973,999 €109,380 €106,199 €1,640,236 €2.456.612 €847,634 €826.202 €792,602 €1,630,410
Non-Executive Directors
Herbert Cordt £325,000 £318,458 - - - - - - - - £325,000 £318,458 £325,000 £318,458 - -
John Ramsay £236,000 £232,673 - - - - - - - - £236,000 £232,673 £236,000 £232,673 - -
Janet Ashdown £135,000 £132,043 - - - - - - - - £135,000 £132,043 £135,000 £132,043 - -
David Schla £85,000 £83,073 - - - - - - - - £85,000 £83,073 £85,000 £83,073 - -
Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg £95,000 £92,513 - - - - - - - - £95,000 £92,513 £95,000 £92,513 - -
Franz-Ferdinand Buerstedde £62,097 - - - - - - - - - £ 62,097 - £ 62,097 - - -
Jann Brown £105,000 £102,633 - - - - - - - - £ £105,000 £102,633 £105,000 £102,633 - -
Karl Sevelda £101,000 £98,708 - - - - - - - - £101,000 £98,708 £101,000 £98,708 - -
Marie-Hélène Ametsreiter £101,000 £98,782 - - - - - - - - £101,000 £98,782 £101,000 £98,782 - -
Katarina Lindström £85,000 £85,000 - - - - - - - - £85,000 £85,000 £85,000 £85,000 - -
Wolfgang Ruttenstorfer £95,000 £92,852 - - - - - - - - £95,000 £92,852 £95,000 £92,852 - -
Michael Schwarz - - - - - - - - - - - - - - - -
Karin Garcia - - - - - - - - - - - - - - - -
Martin Kowatsch - - - - - - - - - - - - - - - -
1. All amounts are disclosed in the currencies in which the relevant elements of pay are set. Actual payment may be made in the currency where the recipient
resides using the exchange rate at the time of payment.
2. Benefits in 2025 for Stefan Borgas comprise benefits of tax advice and private health insurance. The benefits for Ian Botha included a car benefit.
3. Pension figures represent the 15% of salary cash allowance received by Executive Directors.
4. Value of shares based on a three-month average share price of £23.34 to 31 December 2025 and the exchange rate of 0.87. Grant share price was £26.24 and
vesting share price is estimated to be £23.34 (using a three-month average share price of to 31 December 2025). As the share price at the time of grant is higher
than the estimated share price on vesting, none of the value is attributable to share price appreciation. Further details are set out on page 236.
5. The 2022 Award vested on 17 March 2025 at the closing price of £34.05 (€40.94). The grand share price was £25.09 (€31.23) and so there was an increase
in share price between grant and vesting of £8.96. As a result the value attributable to share price is £367,350 (€485,150) for Stefan Borgas and £178,517
(€212,687) for Ian Botha. Further details are set out on page 229.
6. Franz-Ferdinand Buerstedde was nominated by the Board as a Non-Executive Director to be proposed to shareholders at the AGM 2025. He was nominated
with eect from 7 April 2025 and received a pro-rated fee for 2025 from that date.
7. Employee Representative Directors do not receive additional remuneration for this role as they are remunerated as employees of the Group.
8. 2% of the 2024 bonus outcome was forgone by the CEO and CFO and paid into a Health & Safety fund, therefore the amount shown reflects the amount paid
to the CEO and CFO.
No loans, advances, or guarantees were made to or on behalf of any Director.
227RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Other arrangements
No remuneration was granted or allocated by subsidiaries or other entities consolidated within RHI Magnesita, as all members of the
Board are remunerated directly by RHI Magnesita N.V. No personal loans were granted to Board members, nor were any guarantees
or similar arrangements made in their favour. In 2025, no severance payments were made to members of the Board, and no variable
remuneration was subject to malus or clawback.
Statement of Directors’ shareholding and share interests (audited)
Under the share ownership requirements set out in the Directors’ Remuneration Policy, the Executive Directors are normally required
to build and maintain over five years a shareholding equivalent to at least 200% of salary.
At the 2025 year-end, the Executive Directors each held shares in the Company as detailed below. Shares are valued using
the Company’s closing market share price on 31 December 2025 of £27.80 (converted to Euro using FX rate of 0,87 to = €31.86).
The table below shows how each Executive Director complies with the shareholding guidelines on 31 December 2025:
Shares
held at
31 December
2024
2
Shares
held at
31 December
2025
2
Shares
held by
connected
persons
Options
5
Shareholding
requirement
(% of salary)
Current
shareholding
(% of salary)
1
Requirement
met?
Unvested
and not
subject to
performance
conditions
Unvested
and subject
to
performance
conditions
Vested but
unexercised
Exercised
during the
year
6
Executive Directors
Stefan Borgas 108,125 134,432 1,150 - 195,941 - 58,579 200% 343% Yes
Ian Botha 52,469 52,469 - - 92,881 - 25,680 200% 229% Yes
Non-Executive
Directors
Herbert Cordt 350,000 350,000 - - - - - N/A N/A N/A
John Ramsay 4,890 4,890 - - - - - N/A N/A N/A
Janet Ashdown - - - - - - - N/A N/A N/A
David Schla - - - - - - - N/A N/A N/A
Stanislaus Prinz zu
Sayn-Wittgenstein
-Berleburg 3,160,183 3,160,183 - - - - - N/A N/A N/A
Franz-Ferdinand
Buerstedde - - - - - - - N/A N/A N/A
Jann Brown - - - - - - - N/A N/A N/A
Karl Sevelda 2,000 2,000 - - - - - N/A N/A N/A
Marie-Hélène
Ametsreiter - - - - - - - N/A N/A N/A
Katarina Lindström - - - - - - - N/A N/A N/A
Wolfgang Ruttenstorfer - - - - - - - N/A N/A N/A
Karin Garcia - - - - - - - N/A N/A N/A
Martin Kowatsch 1,223 1,223 - - - - - N/A N/A N/A
Michael Schwarz - - - - - - - N/A N/A N/A
1. Shareholding determined using an FX rate of 0.87 for £ to € on 31 December 2025. This is then used to assess whether the shareholding requirement has been met.
2. Includes shareholdings of connected persons.
3. According to the latest disclosures by the shareholder in the AFM register, 13,333,340 shares are held directly by MSP Stiung. MSP Stiung is a foundation
under Liechtenstein law, whose founder is Mag. Martin Schla a related party connected to David Schla.
4. According to the AFM register, Ms. E. Prinzessin zu Sayn-Wittgenstein Berleburg, who is a related party and person connected to Stanislaus Prinz zu
Sayn-Wittgenstein Berleburg, holds these shares indirectly via Chestnut Beteiligungsgesellscha mbH (“Chestnut”) and via partial ownership of FEWI
Beteiligungsgesellscha mbH (“FEWI”). She holds a further holding of 126,076 shares held directly which is included in the above number. Furthermore, per the
disclosures on page 201, she has an agreement with Mr. K.A. Winterstein which allows Chestnut to exercise the voting rights of Silver Beteiligungsgesellscha
mbH (“Silver”) in the Company.
5. There are no unvested scheme interests in the form of shares.
6. Value realised by Stefan Borgas in the year from exercising awards granted under the LTIP 2022 was £1,994,615 (€2,398,224) based on a share price at the
exercise date of £34.05 (€40.49), which was higher than the share price at the grant date of £25,90 (€31.23). Similarly, Ian Botha realised £874,404 (€1,051,339)
from exercising awards under the LTIP 2022, also based on a share price of £25,90 (€31.23) at the time of exercise.
7. Unvested options and subject to performance conditions includes the inflight LTIP awards.
8. According to the AFM register, 9,900,868 shares are held via Ignite Luxembourg Holdings S.à r.l. who is a related party and person connected
to Franz-Ferdinand Buerstedde of Rhône Capital L.L.C.
There were no changes in the Directors’ shareholdings and share interests between the end of the year and 1 March 2026,
being the latest possible date for the finalisation of this report.
ANNUAL REPORT ON REMUNERATION CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025228
Short-term incentives for Executive Directors
2025 Annual bonus performance against targets (audited)
The table below presents the annual bonus outcome for Executive Directors in respect of the year ended 31 December 2025. Although
some targets in relation to operating cash flow and strategic initiatives were met in part, due to the challenging business environment
key bonus objectives were not met in full and the EMT recommended that the Remuneration Committee apply downward discretion and
reduce bonus funding to zero for Executive Directors and the broader employee population for FY2025. The Committee was mindful
that prioritising balance sheet strength, disciplined cost management, and the capacity to respond to a market challenges in 2026 and
beyond are in the best long-term interests of shareholders and other stakeholders. The Committee also believes it is appropriate for
Executive Directors and other senior employees to demonstrate leadership and alignment with shareholder interests. For these reasons,
the Committee exercised downwards discretion and agreed a bonus outcome of zero for all employees. The Board however recognises
that the Executive Directors delivered strong individual performance throughout a challenging 2025.
Measure
Pay-out
Weighting
Threshold
(25% of
maximum)
Target
(50% of
maximum)
Max
(100% of
maximum)
Actual
performance
Pay-out
(% of max)
Pay-out
(% of salary) CEO CFO
Adjusted EBITA €m 40% 384 408 431 373 0% 0% €0 €0
Operating cash flow €m 25% 304 322 341 391 100% 37.5% €0 €0
Strategic Initiatives 20% 75% 90% 100% 73% 0% 0% €0 €0
Use of SRM 15% 14.2% 14.5% 14.8% 23% 100% 22.5% €0 €0
Total 100% 40% 60% €0 €0
1. Adjusted EBITA is presented on a constant currency basis to ensure bonus outcomes are measured against underlying performance, excluding the impact
of foreign exchange fluctuations.
2. The maximum CEO and CFO annual bonus in 2025 was 150% of salary.
Pensions and benefits
In 2025, benefits for Stefan Borgas included tax advisory support, private health insurance, and car benefits. Benefits for Ian Botha
comprised car and insurance benefits.
Pension figures represent a cash allowance equal to 15% of salary received by the Executive Directors.
Long Term Incentives of Executive Directors
LTIP 2022 award with vesting based on the performance periods ending 31 December 2024 (audited))
The satisfaction of the Company´s LTIP awards to date have been completed using the shares the Company holds in treasury.
You can find the details of these below.
Executive Grant date Vest date
Number of
shares granted
Number of
shares to vest
Number of
dividend
equivalents
1
Total value
2
Stefan Borgas 8 March 2022 7 March 2025 70,372 49,964 4,906 €2,221,691
Ian Botha 8 March 2022 7 March 2025 30,852 21,904 2,151 €973,999
1. Dividend equivalents is based on the number of dividends earned to 14 March 2025.
2. The value is based on the closing share price of 17 March 2025 on this date (£34.05) converted to €40,49.
As disclosed in last year’s report the performance period for the TSR element of the 2022 LTIP award ended on 7 March 2025 with
the vesting outcome of the 2022 awards determined on 17 March 2025. The table below sets out the performance targets and final level
of vesting. A two-year post vesting holding period applies.
Performance measure Weighting
Threshold
(25% vesting)
1
Intermediate
1
(75% of vesting)
1
Maximum
(100% vesting)
1
Performance period
2
Performance
Vesting % of
that element
TSR 25% 15% 22% 27% and
above
8 March 2022 to
7 March 2025
25.3% 23%
Adjusted EPS (cumulative
for the three-year
performance period)
50% €14.25 €16.50 €19.25
1 January 2022 to
31 December
2024
€15.2 23%
Reduce CO emissions 25% -11.5% -12.5% -13.0% -14.4% 25%
1. Awards vest on a straight-line basis between threshold, intermediate and maximum.
2. For TSR element performance was assessed for a period of three years to 17 March 2025, being 3 years from the date of grant.
ANNUAL REPORT ON REMUNERATION CONTINUED
229RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
LTIP 2023 award (with vesting based on the performance periods (substantially) ending during the financial year ending
31 December 2025 (audited)
Performance against targets and vesting of the LTIP awards granted on 6 March 2023 which are due to vest in 2026 is set out below:
Executive Grant date Vest date
Number of
shares granted
Number of
shares to vest
Estimated number
of dividend
equivalents
Total
estimated value
2
Stefan Borgas 6 March 2023 6 March 2026 76,929 57,696 10,114 €1,807,815
Ian Botha 6 March 2023 6 March 2026 33,728 25,296 4,434 €792,602
1. The number of dividend is based on the number of dividends earned to 31 December 2025.
2. Value of shares based on a three-month average share price of £23,34to 31 December 2024 converted to €26,66 (based on the exchange rate
of 0,87 end of December 2025).
Performance against targets and vesting of LTIP awards granted on 6 March 2023 which are due to vest in 2026 is set out below:
Performance measure Weighting
Threshold
(25% vesting)
3
Intermediate
(75% of vesting)
3
Maximum
(100% vesting)
3
Performance
period
2
Performance
Vesting as a
% of max
TSR 25% 15% 22% 27% and
above
6 March 2023 to
6 March 2026
11.8% 0%
Adjusted EPS (cumulative
for the three-year
performance period)
50% €11.90 €12.65 €13.40
1 January 2023 to
31 December
2025
€14.64 50%
Reduce CO emissions
against 2018
25% -11% -11.5% -12% -16.9% 25%
1. Measured from the date of grant to third anniversary with a two-month average before each date.
2. Measured over the three financial years to 31 December 2025. A two-year post vesting holding period applies.
3. Awards vest on a straight-line basis between threshold, intermediate and maximum.
2024 LTIP awards performance targets
Performance measure Weighting
Threshold
(25% vesting)
Intermediate
(75% of vesting)
Maximum
(100% vesting)
1
Performance period
ROIC 25% 10.2% 10.9% 12.0%
1 January 2024 to
31 December 2026
Adjusted EPS (cumulative for the
three-year performance period)
50% €14.60 €15.10 €15.40
Reduce CO emissions per tonne against 2018 25% -15.2% -15.5% -15.8%
1. Awards vest on a straight-line basis between threshold, intermediate and maximum.
2. Two-year post-vesting holding period applies.
2025 LTIP awards performance targets
Performance measure Weighting
Threshold
(25% vesting)
Intermediate
(75% of vesting)
Maximum
(100% vesting) Performance period
ROIC 25% 10.2% 10.9% 12.0%
1 January 2025 to
31 December 2028
Adjusted EPS (cumulative for the
three-year performance period)
50% €15.70 €16.40 €16.90
Reduce CO emissions per
(against actual 2024)
25% -2.2% -2.6% -3%
1. Awards vest on a straight-line basis between threshold, intermediate and maximum.
2. Two-year post-vesting holding period applies.
2025 LTIP awards made during the financial year ending 31 December 2025 (audited)
During the year, the CEO and CFO received LTIP awards as set out below.
Executive Scheme Basis of award Date of award
Percentage
of salary
award
Share price
used €
1
Face value
€000
Percentage
vesting at
threshold
performance
Number of
shares
End of
performance period
3
Stefan Borgas LTIP Annual award 6 March 2025 200% 40.89 2,494,9 25% 61,017 5 March 2028
Ian Botha LTIP Annual award 6 March 2025 150% 40.89 1,082,7 25% 26,479 5 March 2028
1. The face value of the awards was calculated using the average closing price for the five trading days prior to the award being granted being £33.88 converted
to € (using average FX rate over the same five-day period of £0.8286 to €1 = €40.89).
2. Awards are structured as nil cost options.
3. In line with the Policy, a two-year holding period applies aer the date of vesting.
ANNUAL REPORT ON REMUNERATION CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025230
Directors’ interests in shares RHI Magnesita’s LTIP
The table below details outstanding share awards, including the annual LTIP awards granted to the CEO and CFO during 2025
Scheme Award Date
Share price
used to grant
the award
€
Share awards
held at
1 January
2025
Awarded
during
the year
Vested
during
the year
Dividend
equivalents
awarded
during
the year
Exercised
during
the year
Lapsed
during
the year
Share awards
held at
31 December
2025 Vesting date
Stefan
Borgas
Performance
shares
8 March
2022 31.23 70,372 49,964 6,911 54,870 22,412 -
8 March
2025
Performance
shares
6 March
2023 29.71 76,929 76,929
6 March
2026
Performance
shares
7 March
2024 41.77 57,995 57,995
7 March
2027
Performance
shares
6 March
2025 40.89 61,017 61,017
6 March
2028
Ian
Botha
Performance
shares
8 March
2022 31.23 30,852 21,904 3,030 24,055 9,827 -
8 March
2025
Performance
shares
6 March
2023 29.71 33,728 33,728
6 March
2026
Performance
shares
7 March
2024 41.77 25,425 25,425
7 March
2027
Performance
shares
6 March
2025 40.89 33,728 33,728
6 March
2028
1. Award levels were calculated using the average closing price for the five trading days prior to the award being granted being £25.90 converted to €
(using average FX rate over the same five-day period of £0.83 to €1 = €31.23).
2. Award levels were calculated using the average closing price for the five trading days prior to the LTIP award being granted being £26.24 converted to €
(using average FX rate over the same five days period of £0.86 to €1 = €29.71).
3. Award levels were calculated using the average closing price for the five trading days prior to the LTIP award being granted being £35.75 converted to €
(using average FX rate over the same five days period of £0.86 to €1 = €41.77).
4. Award levels were calculated using the average closing price for the five trading days prior to the LTIP award being granted being £33.88 converted to €
(using average FX rate over the same five days period of £0.83 to €1 = €40.89).
5. Dividend equivalents awarded during the year (see pages 229 to 230) for more details.
ANNUAL REPORT ON REMUNERATION CONTINUED
231RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Review of past performance and CEO remuneration table
Share price performance
Shares are valued using the Company’s closing market share price on 31 December 2025 of £27.80 (converted to Euro using FX rate
of 0.87 to = €31.86). (2024: £32.60). During 2025, the shares traded in the range of £19.80 to £38.00.
RHI Magnesita total shareholder return
The graph below compares the Company’s Total Shareholder Return (TSR) with that of the FTSE 350 Index from the date of Admission
on 27 October 2017 to 31 December 2025. The FTSE 350 is considered an appropriate comparator as RHI Magnesita is a constituent
of this index.
180
160
140
120
100
80
60
40 31/12/17 31/12/18 31/12/19 31/12/20 31/12/21 31/12/22 31/12/23 31/12/24 31/12/25
RHI Magnesita FTSE 350
Remuneration of the CEO
2017 2018 2019 2020 2021 2022 2023 2024 2025
Single figure
of total
remuneration
1
Stefan Borgas €476,981 €2,073,350 €1,490,427 €1,892,862 €1,584,758 €3,286,216 €4,190,969 €4,752,698 €3,255,377
Annual bonus
payout as %
of maximum
2,3
Stefan Borgas 83.16% 88.04% 38.9% 50% 24% 42% 95% 61% 0%
Long-term
incentive
vesting rates
as % of
maximum
4
Stefan Borgas N/A N/A N/A 0% 0% 50% 62% 71% 75%
1. The 2017 Single figure of Total Remuneration relates to the period 27 October 2017 to 31 December 2017.
2. The 2017 Annual bonus payout as a % of maximum relates to bonus targets set prior to the merger of the two companies that now form RHI Magnesita NV.
3. The percentage of maximum shown for the 2020 Annual bonus is the amount paid to the CEO. The formulaic bonus outcome was 100% of maximum. However,
the bonus was capped at 50% of maximum due to the impact of the pandemic.
4. A long-term incentive plan was introduced when the Company was formed in October 2017. The first 2018 LTIP award was eligible to vest in 2021.
5. The formulaic outcome under the 2023 bonus was 100% of maximum. However, 5% of the bonus was paid to a Health & Safety fund with 95% of maximum paid
to the CEO.
6. The formulaic outcome under the 2024 bonus was 63% of maximum. However, 2% of the bonus was paid to a Health & Safety fund with 61% of maximum paid
to the CEO.
7. The EMT recommended a zero bonus outcome for Executive Directors and the broader employee population for FY 2025. You can read more about this on page 219.
ANNUAL REPORT ON REMUNERATION CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025232
Pay ratios
The Dutch Corporate Governance Code (applicable from the 2018 financial year) and the UK Directors’ Reporting Regulations
(eective from 2019) recommend and require, respectively, that the Committee report pay ratios and year-on-year changes as part of its
assessment of executive remuneration and wider pay decisions. The total employee remuneration figures used in the ratios below include
all employees across the Group, covering regions where average pay levels are significantly lower than in Europe and the United States.
RHI Magnesita employs approximately 150 people in the UK and therefore falls below the threshold for mandatory UK pay ratio
reporting. As UK employees represent less than 1% of the Group’s workforce, the Committee considers this Group-wide approach
appropriate under the circumstances. A significant proportion of the Executive Directors’ remuneration is performance-based, delivered
through annual bonus and Long-Term Incentive Plan (LTIP) awards linked to Company performance and share price over the long term.
Consequently, the pay ratio will vary from year to year depending on incentive outcomes.
The table below sets out the pay ratios for each year from 2018 to 2025:
Pay ratio 2025 2024 2023 2022 2021 2020 2019 2018
CEO 67:1 95:1 85:1 70:1 21:1 41:1 34:1 49:1
CFO 34:1 49:1 46:1 47:1 13:1 25:1 16:1 N/A
1. The pay ratio is lower than prior year due to no bonus payout for the year 2025.
2. The ratios for 2024 have been updated based on the value of the 2022 LTIP award at vesting (see page 229 for more details).
3. The pay ratio for CEO has increased in 2023, due to the incentive outturns in 2024. Executive Directors receive higher levels of variable pay opportunity than
other employees to reflect their roles in the business.
4. The CEO and CFO pay ratio increased from 2022. This is predominantly due to the vesting of the LTIP and a higher bonus outturn.
5. Pay ratio is lower than prior year due to not achieving target bonus KPIs.
6. The pay ratio rose due to the increase to prior year in base salary for the CEO and CFO in 2020.
7. CFO pay ratio is lower as Ian Botha joined the Company on 1 April 2019; with the full salary and bonus, the ratio would be 21:1.
Relative importance of spend on pay
The following table sets out the change in distributions to shareholders by way of dividend and overall spend on pay in the financial year
ended 31 December 2024 compared with the financial year ended 31 December 2025.
2025
€ million
2024
€ million
Percentage
change
Total gross employee pay 782,3 805.3 (2.86)%
Dividends 85 87.3 (2.63)%
ANNUAL REPORT ON REMUNERATION CONTINUED
233RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Directors and employee remuneration over time
The table below shows the Directors’ total remuneration year-on-year change (on a full-time equivalent basis) and includes comparators
of Company performance and average FTE remuneration.
Year
Total
Remuneration
in FY 2025
Change %
2024 to 2025
Change %
2023 to 2024
Change %
2022 to 2023
Change %
2021 to 2022
Change %
2020 to 2021
Change %
2019 to 2020
Change % from
2018 to 2019
Executive Directors
Stefan Borgas €3,255,376 (31.5) 12,1% 27,50% 90.3% (16.28)% 27% (28.1)%
Ian Botha €1,640,236 (33.2) 7,6% 0,031% 124.1% (16.45)% N/A N/A
Non-Executive Directors
Herbert Cordt £325,000 2.1% 21.7% 3.97% 4.4% 6.09% 3.2% -
John Ramsay £236,000 1.4% 74.8% 3.82% 4.3% 31.92% 12.9% 6.4%
Janet Ashdown £135,000 2.2% 11.6% 3.77% 9.1% 19.92% N/A N/A
David Schla £85,000 2.3% 7.7% 3.91% 4.4% 5.98% 3.2% -
Stanislaus Prinz zu Sayn-
Wittgenstein-Berleburg £95,000 2.7% 11.6% 10.98% 5.1% 5.98% 3.2% -
Franz-Ferdinand Buerstedde £62,097 N/A -
Jann Brown £105,000 2.3% 8.4% 3.49% N/A N/A - -
Karl Sevelda £101,000 2.3% 7.6% 3.49% 7.6% 10.02% 3.2% -
Marie-Héléne Ametsreiter £101,000 2.2% 11.4% 5.09% N/A N/A - -
Katarina Lindström £85,000 0% N/A N/A - - - -
Wolfgang Ruttenstorfer £95,000 2.3% 8.1% 3.87% 4.3% 5.99% 3.2% -
Karin Garcia - - - - - - -
Martin Kowatsch - - - - - - -
Michael Schwarz - - - - - - -
Company performance
Adjusted EPS €4.18 (21.4%) 6.8% 3.42% 6.6% 36.0% (41.1)% 4.8%
Adjusted operating cash flow
in € million €391 (9.6%) (6.9%) 167% 165.7% (18.7)% 1.7% (23.0)%
Average remuneration (on a
full-time equivalent basis)
Employees of the Company €84,149 (8.8)% (1.6)% 15.6% 8.7% (3.4)% 7.7% 4.1%
1. For notes on the change from 2018 to 2019, please see the 2019 Annual Report, for the change from 2019 to 2020 the 2020 Annual Report, 2020 to 2021 the
2021 Annual Report, 2021 to 2022 the 2022 Annual Report, 2022 to 2023 the 2023 Annual Report, 2023 to 2024 the 2024 Annual Report and 2024 to 2025
the 2025 Annual Report.
2. Where the incumbent did not serve for the full year, the calculation has not been made as it is unrepresentative.
3. Total remuneration for Executive Directors reduced due to no bonus payment for FY 2025.
4. Franz-Ferdinand Buerstedde was nominated by the Board as an Independent Non-Executive Director with eect from 7 May 2025 and received a pro-rated
fee from 7 April 2025 when he joined as an observer to the Board.
5. Employee Representative Directors do not receive remuneration for that role as they are remunerated as employees of the Group.
6. The group of RHI Magnesita’s employees covers the Parent Company, namely all employees within the Austrian subsidiaries.
ANNUAL REPORT ON REMUNERATION CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025234
Payments for loss of oce and to past directors (audited)
There were no payments to past directors or for loss of oce.
2026 remuneration
Set out below is how the Directors’ Remuneration Policy will be implemented during 2026.
Salaries and fees for 2026
Directors’ salaries and fees (on a full-time equivalent basis)
The Executive Directors’ salaries will be increased from 1 January 2026 by 2%. This compares to the increase to the wider workforce
in Austria of an average of 2.1%.
2026 2025 Change YoY
Executives
Stefan Borgas €1,272,400 €1,247,500 €24,900
Ian Botha €743,700 €729,200 €14,500
Non-Executives
Chair of the Board (inclusive of all Committee fees) £331,500 £325,000 £6,500
Non-Executive Directors £86,700 £85,000 £1,700
Deputy Chair & Senior Independent Director £122,400 £120,000 £2,400
Chairs of Audit & Compliance, Remuneration, Nomination & Governance
(unless held by the Chair of the Board) and Corporate Sustainability Committees £25,500 £25,000 £500
Membership of the Audit & Compliance, Corporate Sustainability
and Remuneration Committees £10,200 £10,000 £200
Membership of the Nomination & Governance Committee £6,120 £6,000 £120
The Company does not contribute to defined benefit pension schemes on behalf of Executive Directors or Non-Executive Directors.
No Director has a prospective entitlement under a defined benefit scheme.
Annual bonus 2026
The maximum bonus opportunity for 2026 is unchanged at 150% of salary. New for 2026 is the inclusion of an Eciency Scorecard
comprising of financial measures focused on operational eciecy and disciplined execution, reflecting the Committee´s emphasis
on strengthening cost control and working capital management following periods of volatility. Adjusted EBITA will be measured on
a pre-bonus basis. Both the CEO and the CFO are required to use 50% of any bonus earned in excess of target (net of tax) to acquire
shares in the Company that will be held for a minimum of three years.
Performance criteria 2026 2025
Adjusted EBITA pre-bonus 25% 40%
Adjusted operating cash flow 25% 25%
Eciency Scorecard 30% -
Strategic projects/DigIT 20% 25%
Use of SRM 0% 10%
ANNUAL REPORT ON REMUNERATION CONTINUED
235RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
2026 LTIP awards
The CEO will receive an LTIP award over shares with a grant-date value equal to 200% of base salary, and the CFO will receive
an LTIP award over shares with a grant-date value equal to 150% of base salary.
Set out below is a summary of the performance measures for the 2026–2028 LTIP. The three performance categories remain
unchanged from the prior year, and there has been no change to the respective weightings. The 2026 LTIP will continue to be based
on ROIC, EPS, and CO emissions performance conditions. Details of the measures and corresponding targets are provided below.
Performance measure Weighting
Threshold
(25% vesting)
1
Intermediate
(75% of vesting)
1
Maximum
(100% vesting)
1
Performance period
ROIC (post-tax) 35% 10.1% 11.7% 12.0% 1 January 2026 to
31 December 2029
Adjusted EPS (cumulative for the three-year
performance period)
2
45% €11.40 €14.60 €16.20
Reduce CO emissions per tonne
(against actuals 2024) 20% -2.2% -3.0% -3.4%
1. Awards vest on a straight-line basis between threshold, intermediate and maximum.
2. Two-year post vesting holding period applies.
Advisers
WTW advises the Committee on executive and senior management remuneration, providing insights into current market practices
on incentivisation across multiple geographies to support the delivery of the corporate strategy. WTW also brings an informed,
independent perspective to management’s remuneration proposals and has reviewed and advised on this Remuneration Report.
In 2025, WTW’s fees for advice to the Committee totalled £34,689, based on the time spent providing their services. The Committee
is satisfied that WTW’s established governance controls eectively mitigate any potential conflicts of interest. WTW provided no other
services to RHI Magnesita during the 2025 financial year.
Statement of voting at AGM
The Committee considers a number of inputs from shareholders to guide its decisions on the review and implementation of Policy.
This includes the outcomes of Remuneration resolutions put to shareholders shown as follows:
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
7 May 2025 AGM
Advisory vote, the Directors’
Remuneration Report (excluding the
Directors’ Remuneration Policy) for the
period ended 31 December 2024. 41,279,860 99.45 229,580 0.55 41,509,812 87.80 372
Binding vote on Directors Remuneration
Policy from May 2024 36,838,330 97.22 1,052,351 2.78 37,891,031 80.38 350
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 47,278,546.
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.
This report was reviewed and approved by the Board on 1 March 2026 and signed on its behalf by order of the Board.
Janet Ashdown
Chair of the Remuneration Committee
ANNUAL REPORT ON REMUNERATION CONTINUED
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025236
OUR FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
238 Consolidated Statement of Profit or Loss
239 Consolidated Statement
of Comprehensive Income
240 Consolidated Statement of Financial Position
241 Consolidated Statement of Cash Flows
242 Consolidated Statement of Changes in Equity
244 Notes to the Consolidated Financial
Statements 2025
306 Company Financial Statements
of RHI Magnesita N.V.
308 Notes to the Company Financial
Statements 2025
OTHER INFORMATION
318 Independent Auditor’s report
328 Limited assurance report of
the independent auditor on the
sustainability statement
331 Alternative performance measures (APMs)
333 Glossary
335 Shareholder information
Our
Financial
Statements
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
237RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
Continued
Consolidated Financial Statements 2025
Consolidated Statement of Profit or Loss
for the year ended 31 December 2025
in € million
Note
2025
20241)
Revenue
(5)
3,366
3,487
Cost of sales1)
(5)
(2,594)
(2,628)
Gross profit1)
 
772
859
Selling, general & administrative expenses1)
(9)
(360)
(408)
Research & development expenses1)
(9)
(39)
(45)
Amortisation of intangible assets1)
(18)
(52)
(39)
Restructuring
(6)
(44)
(24)
Other income
(7)
24
38
Other expenses
(8)
(78)
(139)
EBIT2)
 
223
242
Interest income
(11)
15
22
Interest expenses on borrowings
 
(61)
(61)
Net (expense)/income on foreign exchange effects
(12)
(16)
11
Other net financial expenses
(13)
(33)
(14)
Net finance costs
 
(95)
(42)
Profit before income tax
 
128
200
Income tax
(14)
(34)
(46)
Profit after income tax
 
94
154
RHI Magnesita N.V. shareholders
 
86
142
Non-controlling interests
(26)
8
12
 
 
 
 
 
 
 
 
in €
 
 
 
Earnings per share - basic
(15)
1.82
3.01
Earnings per share - diluted
(15)
1.77
2.94
1)
Restated due to an accounting policy change (see Note (1)).
2)
EBIT is a non-IFRS measure and is defined in Note (37).
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 238
Consolidated Financial Statements 2025
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2025
in € million
Note
2025
2024
Profit after income tax
 
94
154
 
 
 
 
Currency translation differences
 
 
 
Unrealised results from currency translation
 
(195)
(94)
Deferred taxes thereon
(14)
0
17
Reclassification to profit or loss
 
1
(8)
Cash flow hedges and costs of hedging
 
 
 
Unrealised fair value changes
(35)
(14)
27
Reclassification to profit or loss
 
(4)
(18)
Deferred taxes thereon
(14)
3
(2)
Remeasurement of investments in debt instruments
 
 
 
Unrealised fair value changes
 
0
(5)
Reclassification to profit or loss
 
0
5
Items that may be reclassified to profit or loss in later periods
 
(209)
(78)
 
 
 
 
Remeasurement of defined benefit plans
 
 
 
Remeasurement of defined benefit plans
(29)
13
24
Deferred taxes thereon
(14)
(2)
(8)
Items that are not reclassified to profit or loss in later periods
 
11
16
 
 
 
 
Other comprehensive (loss)/income after income tax
 
(198)
(62)
 
 
 
 
Total comprehensive income
 
(104)
92
RHI Magnesita N.V. shareholders
 
(84)
74
Non-controlling interests
(26)
(20)
18
239 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
Consolidated Statement of Financial Position
as at 31 December 2025
in € million
Note
31.12.2025
31.12.2024
ASSETS
 
 
 
Non-current assets
 
 
 
Goodwill
(17)
403
342
Intangible assets
(18)
540
417
Property, plant and equipment
(19)
1,246
1,285
Investments in joint ventures and associates
 
6
7
Other financial assets
(34)
36
42
Other assets
(20)
29
76
Deferred tax assets
(14)
163
152
 
 
2,423
2,321
Current assets
 
 
 
Inventories
(21)
932
962
Trade and other receivables
(22)
576
660
Income tax receivables
(14)
49
40
Other financial assets
(34)
9
17
Cash and cash equivalents
(23)
355
576
Assets held for sale
(19)
4
0
 
 
1,925
2,255
 
 
4,348
4,576
 
 
 
 
 
 
 
 
EQUITY AND LIABILITIES
 
 
 
Equity
 
 
 
Share capital
(24)
50
50
Group reserves
(25)
975
1,152
Equity attributable to shareholders of RHI Magnesita N.V.
 
1,025
1,202
Non-controlling interests
(26)
145
170
 
 
1,170
1,372
Non-current liabilities
 
 
Borrowings
(27)
1,362
1,474
Other financial liabilities
(28)
100
112
Deferred tax liabilities
(14)
91
64
Net employee defined benefit liabilities
(29)
232
257
Provisions
(30)
63
71
Other liabilities
 
7
8
 
 
1,855
1,986
Current liabilities
 
 
 
Borrowings
(27)
424
276
Other financial liabilities
(28)
33
27
Trade payables and other liabilities
(31)
757
843
Income tax liabilities
(14)
29
29
Provisions
(30)
80
43
 
 
1,323
1,218
 
 
4,348
4,576
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 240
Consolidated Financial Statements 2025
Consolidated Statement of Cash Flows
for the year ended 31 December 2025
in € million
Note
2025
2024
Cash generated from operations
(32)
433
502
Income tax paid less refunds
 
(54)
(69)
Net cash flow from operating activities
 
379
433
Investments in property, plant and equipment and intangible assets
 
(111)
(145)
Investments in subsidiaries net of cash acquired
 
(363)
(7)
Cash inflows from the sale of property, plant and equipment
 
24
16
(Cash outflows) from investments in financial assets
 
(2)
(27)
Cash inflows from the sale or settlement of financial assets
 
4
30
Cash inflow from matured derivative financial instruments
 
13
0
Dividends received from non-consolidated entities
 
1
1
Investment subsidies received
 
0
2
Prepayments related to the acquisition of Resco Group
 
0
(44)
Interest received
 
9
20
Net cash used in investing activities
 
(425)
(154)
Acquisition of non-controlling interests
 
(3)
(6)
Dividends paid to RHI Magnesita N.V. shareholders
 
(85)
(87)
Dividends paid to non-controlling interests
 
(2)
(3)
Proceeds from long-term financing
 
346
14
Repayments of long-term financing
 
(287)
(174)
Changes in current borrowings and financial liabilities to associates
 
(25)
(41)
Interest payments
 
(89)
(107)
Repayment of lease obligations
 
(17)
(20)
Interest payments from lease obligations
 
(3)
(3)
Cash inflow from matured derivative financial instruments
 
4
18
Net cash used in financing activities
(33)
(161)
(409)
Change in cash and cash equivalents
 
(207)
(130)
Cash and cash equivalents at beginning of period
 
576
704
Foreign exchange impact
 
(14)
2
Cash and cash equivalents at end of period
(23)
355
576
241 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Consolidated Statement of Changes in Equity
for the year ended 31 December 2025
 
 
 
 
Group reserves
 
 
 
 
 
 
 
 
 
Accumulated other comprehensive income
 
 
 
in € million
Share
capital
Treasury shares
Additional
paid-in
capital
Mandatory reserve
Retained earnings
Cash flow hedges and costs of hedging
Defined
benefit plans
Currency translation
Equity attributable
to shareholders
of RHI Magnesita N.V.
Non-controlling interests
Total equity
Note
(24)
(25)
(25)
(25)
(25)
(25)
(25)
(25)
 
(26)
 
31.12.2024
50
(108)
361
289
938
12
(86)
(254)
1,202
170
1,372
Profit after income tax
-
-
-
-
86
-
-
-
86
8
94
Currency translation differences
-
-
-
-
-
-
-
(166)
(166)
(28)
(194)
Cash flow hedges and costs of hedging
-
-
-
-
-
(15)
-
-
(15)
-
(15)
Defined benefit plans
-
-
-
-
-
-
11
-
11
-
11
Other comprehensive income after income tax
-
-
-
-
-
(15)
11
(166)
(170)
(28)
(198)
Total comprehensive income
-
-
-
-
86
(15)
11
(166)
(84)
(20)
(104)
Dividends
-
-
-
-
(85)
-
-
-
(85)
(3)
(88)
Share transfer/vested LTIP
-
5
-
-
(5)
-
-
-
-
-
-
Other changes1)
-
-
-
-
(6)
-
-
-
(6)
(2)
(8)
Share-based payment expenses
-
-
-
-
4
-
-
-
4
-
4
Hedging gains and losses included in the initial cost of inventory purchased in the reporting period
-
-
-
-
-
4
-
-
4
-
4
Hedging gains and losses included in goodwill net of taxes
-
-
-
-
-
(10)
-
-
(10)
-
(10)
 
-
5
-
-
(92)
(6)
-
-
(93)
(5)
(98)
31.12.2025
50
(103)
361
289
932
(9)
(75)
(420)
1,025
145
1,170
1)
This mainly relates to the recognition of the financial liability and derecognition of the non-controlling interest related to the acquisition of BPI RHIM LLC.
 
 
 
 
Group reserves
 
 
 
 
 
 
 
 
 
Accumulated other comprehensive income
 
 
 
in € million
Share
capital
Treasury shares
Additional
paid-in
capital
Mandatory reserve
Retained earnings
Cash flow hedges and costs of hedging
Defined
benefit plans
Currency translation
Equity attributable
to shareholders
of RHI Magnesita N.V.
Non-controlling interests
Total equity
Note
(24)
(25)
(25)
(25)
(25)
(25)
(25)
(25)
 
(26)
 
31.12.2023
50
(111)
361
289
872
6
(102)
(163)
1,202
162
1,364
Profit after income tax
-
-
-
-
142
-
-
-
142
12
154
Currency translation differences
-
-
-
-
-
-
-
(91)
(91)
6
(85)
Cash flow hedges and costs of hedging
-
-
-
-
-
7
-
-
7
-
7
Defined benefit plans
-
-
-
-
-
-
16
-
16
-
16
Other comprehensive income after income tax
-
-
-
-
-
7
16
(91)
(68)
6
(62)
Total comprehensive income
-
-
-
-
142
7
16
(91)
74
18
92
Dividends
-
-
-
-
(87)
-
-
-
(87)
(3)
(90)
Share transfer/vested LTIP
-
3
-
-
(3)
-
-
-
-
-
-
Other changes1)
-
-
-
-
5
-
-
-
5
(7)
(2)
Share-based payment expenses
-
-
-
-
9
-
-
-
9
-
9
Hedging gains and losses included in the initial cost of inventory purchased in the reporting period
-
-
-
-
-
(1)
-
-
(1)
-
(1)
 
-
3
-
-
(76)
(1)
-
-
(74)
(10)
(84)
31.12.2024
50
(108)
361
289
938
12
(86)
(254)
1,202
170
1,372
1)
This mainly comprises the effects of the acquisition of non-controlling interests of Seven Refractories’ Group and P-D-Refractories as well as the final adjustments to the purchase price allocations of Seven Refractories’ Group and P-D Refractories, both completed in 2024.

Continued
Notes to the Consolidated Financial Statements 2025
1.
Authorisation of Consolidated Financial Statements and Statement of Compliance with the IFRS Accounting Standards
The Consolidated Financial Statements of RHI Magnesita N.V. and its subsidiaries (collectively referred to as “RHI Magnesita” or “the Group”) for the year ended 31 December 2025 were approved and authorised for issue by the Board of Directors on 1 March 2026 and will be submitted for adoption to the Annual General Meeting (“AGM”) in May 2026. RHI Magnesita is a public limited company incorporated under the laws of the Netherlands (naamloze vennootschap), having its official seat (statutaire zetel) in Arnhem, the Netherlands, and its office at Kranichberggasse 6, 1120 Vienna, Austria. It is registered with the Dutch Trade Register under number 68991665 and listed on the London Stock Exchange, with a secondary listing on the Vienna Stock Exchange (Wiener Börse).
The Group is a global industrial group whose core activities include the development and production, sale, installation and maintenance of high-grade refractory products and systems used in industrial high-temperature processes exceeding 1,200°C.
Basis for preparation
The Consolidated Financial Statements of the Group have been prepared in accordance with IFRS Accounting Standards as adopted by the European Union. The Consolidated Financial Statements also comply with the financial reporting requirements included in Title 9 of Book 2 of the Dutch Civil Code.
The accounting policies that follow have been consistently applied to all years presented, except where otherwise indicated. With the exception of specific items such as derivative financial instruments, plan assets for defined benefit obligations, financial assets measured at Fair Value through Profit or Loss or Other Comprehensive Income and financial liabilities measured at Fair Value through Profit or Loss, the Consolidated Financial Statements are prepared on a historical cost basis.
Certain comparative figures in the Consolidated Financial Statements and accompanying Notes have been revised to conform to the current year presentation as a result of changing the accounting policies with regards to the composition of certain line items in the Consolidated Statement of Profit or Loss. Management believes that the following changes provide more useful information since the revised presentation has been aligned with the internal presentation for performance monitoring purposes:
•
Amortisation of intangible assets is presented in a separate line item in the Consolidated Statement of Profit or Loss. Previously, amortisation was included in three line items, being cost of sales, selling and marketing expenses as well as general and administrative expenses, based on the internal allocation of amortisation to the functional expense categories. As a result, gross profit for the comparative period increased by €11 million, while selling, general and administrative expenses and cost of sales for the comparative period decreased by €28 million, respectively €11 million, resulting in an amortisation of intangible assets of €39 million for the comparative period.
•
Presentation of selling, general and administrative expenses as a new line item in the Consolidated Statement of Profit or Loss. This line item combines the previous line items selling and marketing expenses as well as general and administrative expenses.
•
Research and development expenses are presented in a separate line item in the Consolidated Statement of Profit or Loss. Previously, they were included in the former line item general and administrative expenses.
In addition, the Group underwent a reassessment of its operating segments which also led to changes in the composition and number of RHIM’s cash generating units for impairment testing of property, plant and equipment, intangible assets and goodwill. These changes are described in more detail in Notes (3), (5) and (17).
The financial year of RHI Magnesita N.V. and the Group corresponds to the calendar year. Subsidiaries with a financial year different to the Group, due to local legal requirements, provide financial information to allow consolidation consistent with the Group’s financial year. The Consolidated Financial Statements are presented in Euros, and all values are rounded to the nearest € million, except where otherwise indicated. The Group has availed of the exemption provided by section 264 paragraph 3 HGB of the German Commercial Code for the following entities: RHI Magnesita Sales Germany GmbH (Wiesbaden), RHI Refractories Site Services GmbH (Wiesbaden), RHI Magnesita Deutschland AG (Wiesbaden), RHI Magnesita Wetro GmbH (Puschwitz) and RHI Magnesita Bochum GmbH (Bochum). According to this provision, the mentioned companies are exempt from preparing statutory financial statements, where required by the German Commercial Code, since they are included in the Consolidated Financial Statements of the Group. Furthermore, the exemption pursuant to section 264b HGB has been applied for RHI Urmitz AG & Co. KG (Mülheim-Kärlich).
Basis of consolidation
The Consolidated Financial Statements consolidate the Financial Statements of RHI Magnesita N.V. and its subsidiaries. Subsidiaries are consolidated from the date on which the Group obtains control, including when control is obtained via potential voting rights, and continue to be consolidated until the date that control ceases.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 244
Notes to the Consolidated Financial Statements 2025
The financial information of subsidiaries is prepared for the same reporting year as the parent company, using consistent accounting policies. When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in the Consolidated Statement of Profit or Loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in Other Comprehensive Income (OCI) in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This treatment may mean that amounts previously recognised in OCI are recycled through the Statement of Profit or Loss. Intercompany balances and transactions, including unrealised profits arising from intragroup transactions, are eliminated in full. Unrealised losses are eliminated in the same way as unrealised gains except that they are only eliminated to the extent that there is no evidence of impairment.
Non-controlling interests represent the equity in subsidiaries that is not attributable, directly or indirectly, to the shareholders of RHI Magnesita N.V..
Please refer to the Company Financial Statements of RHI Magnesita N.V. for a list of the Company’s subsidiaries, joint ventures and associates in which it holds more than 20%. Please refer to page 310 for more detail.
Going concern
In considering the appropriateness of adopting the going concern basis in preparing the Consolidated Financial Statements, the Directors have assessed the potential cash generation of the Group and considered downside scenarios that model different degrees of potential economic downturn, using the same model performed for the viability assessment. This assessment covers at least 12 months from the date of approval of the Consolidated Financial Statements.
The scenarios considered by the Directors include a severe but plausible downside and a reverse stress test which determines the level of EBITDA that could breach the debt covenant of the Group’s principal borrowing facilities. Mitigating actions within management control which would be undertaken in the downside and reverse scenarios, include but not limited to: reduce fixed costs and selling, general and administrative expenses, reduction of working capital and capital expenditure, seeking a debt covenant waiver and reducing or cancelling the dividend, but these were not incorporated in the downside modelling.
The Directors have also considered the Group’s current liquidity, available facilities and debt covenant coverage. As of 31 December 2025, the Consolidated Statement of Financial Position reflects cash and cash equivalents of €355 million (2024: €576 million). In addition, the Group has access to a €600 million (2024: €600 million) Revolving Credit Facility (RCF), which is currently undrawn and not relied upon for the purpose of the going concern assessment. In 2025 and the previous reporting period, the Group complied with the debt covenant of the Group’s principal borrowing facilities (refer to Notes (27) and (37)).
In the scenarios assessed and taking into account liquidity, available resources and before the inclusion of all mitigating actions, the Directors consider it is appropriate to continue to adopt the going concern basis in preparing the Consolidated Financial Statements for the period ended 31 December 2025.
2.
Impact of new financial reporting standards and interpretations
Management has assessed the impact of new or amended IFRS Accounting Standards as adopted by the European Union effective on or after 1 January 2025. Management assessed that the application of these has not had a material impact on the Consolidated Financial Statements for 2025.
Furthermore, management has assessed the impact of new or amended IFRS Accounting Standards issued by the IASB that have not yet become effective. No new or amended IFRS Accounting Standards have been adopted early. Except for IFRS 18, the potential impact of which is currently being assessed, management does not anticipate any significant impact on the Consolidated Financial Statements in the period of initial application after the adoption of these amendments.
IFRS 18 ‘Presentation and Disclosure of Financial Statements’ was published in April 2024 with the aim to enhance comparability of financial statements. The key changes introduced by IFRS 18 relate to the structure of the Consolidated Statement of Profit or Loss, disclosures related to management-defined performance measures (“MPMs”), aggregation and disaggregation of items in the primary financial statements as well as information disclosed in the Notes and minor changes in the Consolidated Statement of Cash Flows. IFRS 18 will replace existing guidance in IAS 1 ‘Presentation of Financial Statements’ and some of the guidance in IAS 7 ‘Statement of Cash Flows’. IFRS 18 becomes effective for financial years beginning on or after January 1, 2027. The European Commission has already endorsed IFRS 18 for use in the EU. Management does not intend to early adopt IFRS 18.
IFRS 18 introduces a defined structure for the Consolidated Statement of Profit or Loss including five categories, namely operating, investing, financing, income tax and discontinued operations. Entities are required to classify their expenses and income to these categories mainly based on the main business activities and additional guidance provided by IFRS 18. In addition, according to IFRS 18 two subtotals must be presented on the face of the Consolidated Statement of Profit or Loss after the first two categories (i.e. operating profit or loss and profit or loss before financing and income tax).
245 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
IFRS 18 stipulates new disclosure requirements related to alternative performance measures that meet the definition of MPMs according to IFRS 18. According to the new guidance, disclosures related to MPMs include, but are not limited to, a reconciliation from the MPMs to the most directly comparable IFRS 18 specific subtotal or total presented in the Consolidated Statement of Profit or Loss and Consolidated Cash Flow Statement; these need to be disclosed in a single note within the Notes.
A review of the impact of IFRS 18 is being undertaken, and the impact of adopting the new IFRS accounting standard will be determined once this review has been completed. In particular, the classification of expenses and income to the five categories and the introduction of (new) subtotals requires an assessment at general ledger account level per legal entity. In addition, the impact of the MPM related disclosures requires an assessment of which of the Group’s alternative performance measures meet the definition of MPMs according to IFRS 18 and how the information to be disclosed for both profit or loss as well as cash flow related MPMs can be obtained. Therefore, the impact of adopting IFRS 18 cannot be reliably estimated until this work is substantially complete.
3.
Significant accounting policies, judgements and estimates
Business combinations
Business combinations are accounted for using the acquisition method. The identifiable assets acquired, and liabilities assumed, including any contingent consideration, are recognised at their fair values at the acquisition date. The amount of the purchase consideration and value of non-controlling interest on acquisition, if any, above the fair value of assets and liabilities is recognised as goodwill. A bargain purchase gain, if any, is recognised within other income immediately. Transaction costs related to a business combination are expensed as incurred. The acquisition of a non-controlling interest in a subsidiary and the sale of an interest are accounted for as transactions within equity unless they result in the loss of control. Sales of interests accounted for as equity transactions also include share issues in subsidiaries which dilute RHI Magnesita N.V.’s share in the subsidiary’s net assets and where the dilution does not result in the loss of control. The difference between the purchase consideration or sale proceeds after tax and the relevant proportion of the non-controlling interest, measured by reference to the carrying amount of the interest’s net assets at the date of acquisition or sale, is recognised in retained earnings as a movement in equity attributable to the shareholders of RHI Magnesita N.V..
Where the Group acquires less than 100% of shares in a business combination, there is an accounting policy choice whereby non-controlling interest is either reflected at the proportionate share of the acquired identifiable net assets (excluding goodwill) or at fair value. This accounting policy choice can be exercised individually for each acquisition. If a non-wholly owned subsidiary of RHI Magnesita N.V. is the deemed acquirer in a business combination, goodwill is measured either as the excess of the full consideration transferred plus non-controlling interests, if any, over the acquired identifiable net assets or as the excess of RHI Magnesita N.V.’s share in the consideration transferred plus non-controlling interests, if any, over the acquired identifiable net assets. This accounting policy choice can be exercised individually for each acquisition too. For business combinations achieved in stages, the Group’s previously held equity interest is remeasured to fair value at the acquisition date. Any gains and losses arising from such remeasurement are recognised in profit or loss.
Net assets of subsidiaries not attributable to the shareholders of RHI Magnesita N.V. are shown separately in equity as non-controlling interests.
As part of a business acquisition or subsequently, the Group may enter into agreements with non-controlling interests in the form of a call option, a put option or a forward contract to acquire the outstanding shares. A call option provides the Group with the right to acquire the outstanding shares not already owned, while a written put option allows the non-controlling interest to sell their shares to the Group. A forward contract creates a commitment for the Group to purchase and for the non-controlling interest to sell the outstanding shares at a later date. The option or forward price may be based on an earnings multiple such as EBITDA subject to contractual limits, if any, or may be fixed and exercisable at a future date. A financial liability is recognised on the written put option or forward contract at the present value of the estimated redemption amount. Where the option is assessed to result in the non-controlling interest transferring the risks and rewards of ownership to the Group, on acquisition, the financial liability forms part of the purchase consideration with no value assigned to non-controlling interests. For fixed price call and put options or fixed price forward contracts, the risks and rewards of ownership relating to the outstanding shares are assumed to have transferred to the Group. Whereas variable price call and put options or variable price forward contracts, for which the price equals fair value and where the legal owner of the outstanding shares retains voting and dividend rights, the risks and rewards of ownership are assumed to remain with the legal owner of the outstanding shares.
Where the risks and rewards of ownership under the option or forward contract are not transferred to the Group, the financial liability is not considered as part of the purchase consideration and a non-controlling interest is recognised on acquisition. The financial liability is initially recognised against equity attributable to shareholders of RHI Magnesita N.V.. Subsequently, the Group derecognises the non-controlling interest, to the extent that it is equal or less than the financial liability, against equity attributable to shareholders of RHI Magnesita N.V..
The subsequent measurement of the financial liability is conditional on the nature of the underlying cash consideration. If the option or forward contract will be settled at a fixed cash consideration, the financial liability is subsequently measured at amortised cost. If the option or forward contract will be settled at a variable cash consideration (e.g. EBITDA multiple or similar profit or loss measures) the financial liability is subsequently measured at Fair Value through Profit or Loss. Fair value changes resulting from the remeasurement of the financial liability are presented within other net financial expenses.
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Notes to the Consolidated Financial Statements 2025
If a financial liability is recognised for an option or a forward contract over outstanding shares, dividends paid to non-controlling interest are presented as an expense within other net financial expenses unless there is a contractual right to reduce the financial liability. Dividend payments to non-controlling interest without such a financial liability reduce the non-controlling interests presented in equity without impacting the Consolidated Statement of Profit or Loss.
Significant estimate: Measurement of assets acquired and liabilities assumed in business combinations
Estimates relating to the calculation of fair values of acquired assets, liabilities and contingent liabilities are required within the context of business combinations disclosed in Note (40). Where intangible assets are identified, estimates are necessary for the determination of fair values by means of discounted cash flows, including the duration, amount of future cash flows, and discount rate. Fair values of physical assets are estimated with reference to comparable assets in the market. When making estimates in the context of purchase price allocations on major acquisitions, the Group consults with independent experts who accompany the execution of the discretionary decisions and record this in appraisal documents. The Group has a period of one year from the date of control of the acquired businesses to update initial fair value estimates.
Significant judgement: Recognition of non-controlling interest of BPI RHIM LLC
The acquisition of BPI RHIM LLC includes a call and a put option over the outstanding shares (49%), see Note (40). The Group has concluded, based on the terms and pricing of the call and the put option, that the risks and rewards of ownership associated with the outstanding shares have not been transferred to the Group. Therefore, the financial liability was not considered as part of the purchase consideration, and a non-controlling interest was recognised on acquisition. The financial liability arising from the put option has been recognised in accordance with the Group’s accounting policy related to fixed-term or puttable non-controlling interests. Being that the financial liability was initially recognised against equity attributable to shareholders of RHI Magnesita N.V., while the said non-controlling interests were derecognised to zero – also against equity attributable to shareholders of RHI Magnesita N.V..
Significant judgement: Control over Horn & Co Minerals Recovery and BPI RHIM LLC
At the end of the reporting period, the Group holds a 55.0% interest in Horn & Co Minerals Recovery (“Mireco”) and a 51.0% interest in BPI RHIM LLC. The Group assessed its respective shareholding rights and power to control in terms of the purchase agreements, founding documents of both businesses and relevant corporate laws. Based on this assessment, the Group determined that it controls Mireco as well as BPI RHIM LLC and consolidated them from the respective date of control. The Group exercises control over Mireco and BPI RHIM LLC as it has the power to steer the relevant activities of the businesses and can use this power to affect the variable returns that it is exposed to. In determining that the Group controls both businesses, judgement is applied which takes into account the Group’s voting rights, management representation, the governance structure of both businesses as well as the activities that can be unilaterally directed by RHIM without the consent of the non-controlling shareholders. Control is achieved above all through the Group’s voting rights and the resulting influence on directing the relevant activities of these businesses.
Goodwill and intangible assets
Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable assets, liabilities and contingent liabilities of a subsidiary at the date of acquisition. Goodwill is initially recognised at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill recognised as an asset is reviewed for impairment at least annually.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Intangible assets
Mining rights
Mining rights arise from business acquisitions and are generally amortised based on the depletion of the related mines. Depletion is calculated based on the volume mined in the period in proportion to the total estimated economically viable volume. In exceptional cases, mining rights are amortised on a straight-line basis over their expected useful lives.
Customer relationships
Customer relationships arise from business acquisitions and are measured at assigned fair values on acquisition, less accumulated amortisation and impairments. These intangibles are amortised on a straight-line basis over their expected useful lives.
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Trade names
Trade names arise from business acquisitions and are measured at assigned fair values on acquisition, less accumulated amortisation and impairments. These intangibles are amortised on a straight-line basis over their expected useful lives.
Internally generated intangible assets
Research costs are expensed in the year incurred and presented within research and development expenses. Development costs, including internally developed software controlled by the Group, are only capitalised as internally generated intangible assets if the costs can be measured reliably and are expected to result in future economic benefits either through use or sale. Capitalisation will also only arise when the product or process development can be clearly defined and is feasible in technical, economic and capacity terms. For internally developed software controlled by the Group, costs are capitalised when these can be directly and conclusively allocated to individual programmes and represent new software or a significant extension or improvement on existing software. All other internally developed software costs are expensed. Development costs are amortised on a straight-line basis over their expected useful lives of up to ten years, with internally developed software amortised over a period of up to four years. Amortisation is presented in a separate line item which includes amortisation of purchased intangible assets in addition to amortisation of internally generated intangible assets.
Other intangible assets
These mainly represent purchased third-party software controlled by the Group, land-use rights and patent fees and are recognised when future associated economic benefits are expected to accrue to the Group. These intangibles are initially measured at their acquisition cost and amortised over their expected useful lives.
Where the Group does not have control of cloud-based third-party software, the configuration and customisation costs as well as the recurring service subscription fee are typically expensed in the reporting period the services are received.
The useful lives of the Group’s main classes of intangible assets are:
Customer relationships
6 to 20 years
Trade names
20 years
Internally generated intangible assets
4 to 10 years
Other intangible assets
3 to 65 years
The useful economic lives of intangible assets are reviewed regularly and adjusted if necessary.
The carrying values of intangible assets are assessed at each reporting period for indicators of impairments. See below for the accounting policy relating to impairment of non-current assets other than goodwill.
Property, plant and equipment
Property, plant and equipment is measured at acquisition or construction cost, less accumulated depreciation and accumulated impairment losses. These assets are depreciated on a straight-line basis over their expected useful life to their estimated residual values, if any, and from when they are available for use in the manner intended by management.
Construction costs of assets comprise direct costs as well as a proportionate share of capitalisable overhead costs and borrowing costs. If borrowed funds are directly attributable to an investment, borrowing costs are capitalised as a cost of the assets. If no direct connection between an investment and borrowed funds can be demonstrated, the weighted average rate on borrowed capital of the Group amounting to 3.31% (2024: 2.95%) is used as the capitalisation rate due to the central funding of the Group.
Expected demolition and disposal costs at the end of an asset’s useful life are capitalised as part of its acquisition cost and recorded as a provision. The recognition criteria are: (i) a legal or constructive obligation towards a third-party and (ii) the ability to reliably estimate future cost.
Land and plant under construction are not depreciated. Depreciation of property, plant and equipment is based on the following useful lives:
Real estate and buildings
5 to 60 years
Technical equipment and machinery
3 to 63 years
Other plant, office equipment, furniture and fixtures
3 to 35 years
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Notes to the Consolidated Financial Statements 2025
The carrying value of property, plant and equipment is assessed at each reporting period for indicators of impairments. See below for accounting policy relating to impairment of non-current assets other than goodwill.
The residual values and economic useful lives of property, plant and equipment, are reviewed regularly and adjusted if necessary.
When components of plant or equipment have to be replaced at regular intervals, the relevant replacement costs are capitalised when economic benefits are expected to arise for the Group. The carrying amount of the replaced components is derecognised. Regular maintenance and repair costs are expensed as incurred.
Gains or losses from the disposal of property, plant and equipment, which result from the difference between the net realisable value and the carrying amount, are recognised as income or expense in the Consolidated Statement of Profit or Loss.
Significant estimate: Useful lives of property, plant and equipment and intangible assets
Management uses its experience to estimate the remaining useful life of an asset. The actual useful life of an asset may be impacted by an unexpected event that may result in an adjustment to the carrying amount of the asset. No such events are expected to arise which would have a material impact on carrying values within 12 months from the reporting date.
Leases
A contract, or part of a contract, which conveys the right to control the use of an identified asset for a period of time in exchange for payments to be made to the owners (lessors) is accounted for as a lease. Contracts are assessed to determine whether it is or contains, a lease at inception or when the terms and conditions of a contract are significantly changed. The lease term is the non-cancellable period of a lease, together with contractual options to extend or to terminate the lease early, where it is reasonably certain that an extension option will be exercised, or a termination option will not be exercised. At the commencement of a lease contract, a right-of-use asset and a corresponding lease liability are recognised, except for low-value items or for lease terms of less than 12 months. The commencement date of a lease is the date on which the underlying asset is made available for use. The lease liability is measured at an amount equal to the present value of the lease payments during the lease term that are not paid at that date. The lease liability includes contingent rentals and variable lease payments that depend on an index, rate, or where they are fixed payments in substance.
The lease liability is remeasured when the contractual cash flows of variable lease payments change due to a change in an index or rate when the lease term changes following a reassessment. Lease payments are discounted using the interest rate implicit in the lease. If that rate is not readily available, the incremental borrowing rate is applied. The incremental borrowing rate reflects the rate of interest that the lessee would have to pay to borrow over a similar term and similar security, the funds necessary to obtain an asset of a similar nature and value to the right-of-use asset in a similar economic environment.
In general, a corresponding right-of-use asset is recognised for an amount equal to each lease liability, adjusted by the amount of any pre-paid lease payment relating to the specific lease contract, less any lease incentives, and for any estimated restoration and removal costs. Right of use assets are depreciated on a straight-line basis over the useful life of the leased asset or, if this is shorter, over the lease term. The depreciation on right-of-use assets is recognised in the Consolidated Statement of Profit or Loss. Right-of-use assets are assessed for impairment indicators (see accounting policy on impairment of non-current assets).
Impairment of goodwill, property, plant and equipment and intangible assets
Goodwill
Goodwill is reviewed at least annually for impairment. Any impairment loss is recognised as an expense immediately. For the purpose of impairment testing, goodwill is allocated to the individual Cash-Generating Units (CGUs) expected to benefit from the business combination. If the recoverable amount of the CGU is less than the carrying amount of the CGU (including goodwill) allocated to it, the resulting impairment loss is applied first to the allocated goodwill and then to the other assets on a pro-rata basis of the carrying amount of each asset. Reversals of impairment losses on goodwill are not permitted.
Property, plant and equipment and intangible assets
Property, plant and equipment, including right-of-use assets and intangible assets are tested for impairment if there is any indication that the value of these items may be impaired. An asset is considered to be impaired if its recoverable amount is less than its carrying amount. In the Group, individual assets do not generate cash inflows independent of one another, and assets are combined in CGUs, which largely generate independent cash inflows. In the reporting period, the composition and number of RHIM’s CGUs changed due to the reassessment of its operating segments. The impact from transitioning from a customer industry-based CGU structure to a regional CGU structure is described in Note (17).
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Significant judgement: Identification of impairment indicators related to individual items of property, plant and equipment or intangible assets
Management reviewed individual items of property, plant and equipment or intangible assets for indicators of impairment. These indicators included both external factors affecting the recoverable amounts, such as laws and regulations in specific countries and global and local economic conditions and internal factors, including but not limited to, useful lives of items of property, plant and equipment or intangible assets, major breakdowns or decisions to divest from certain businesses or abandon investment projects. Based on the impairment indicator review, certain impairment indicators were identified in the reporting period that led to immaterial impairment losses at the level of individual items of property, plant and equipment or intangible assets. Refer to Notes (6), (8), (18) and (19) for details.
Significant judgement: Determination of CGUs
Management determines its cash generating units at operating segment level whereby each CGU comprises a group of assets representing the capacity of multiple production plants needed to meet the customer demand of the respective operating segment. The combination of multiple production plants to a single CGU per operating segment is mainly based on the possibilities of producing similar types of refractory products in multiple production plants facilitating revenue substitution between production plants, the similarities in the production process of the different types of refractory products and the fact that the closure of individual production plants does not lead to customer ‘leakage’.
The recoverable amount of a CGU is defined as the higher of its fair value less costs of disposal and its value in use (present value of future cash flows). For the purpose of testing CGUs for impairment the Group determines the recoverable amount of the CGUs solely on the basis of value in use. In assessing value in use, the estimated future cash flows of the CGU in its present condition are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks, including country, specific to the CGU.
The cash flows projections used for impairment testing are based on the strategic business and financial planning model of the Group including the 2026 Budget, as approved by the Board, and the Long-Term Plan covering a subsequently following four-year period. The terminal value is based on a growth rate derived from the difference of the current and the possible degree of utilisation of the assets. To forecast the CGUs’ cash flows, management predicts the growth rate using external sources for the development of the sales regions and expert assumptions, including forecasts about the regional growth of steel production and the output of Industrial clients. Growth rates are also influenced by the development of the specific refractory consumption patterns, including technological improvements.
If the carrying amount is higher than the recoverable amount, an impairment loss equivalent to the resulting difference is recognised in the Consolidated Statement of Profit or Loss. If the reason for an impairment loss recognised in the past for property, plant and equipment or for intangible assets ceases to exist, a reversal of the impairment is recognised in profit or loss. An impairment loss is reversed only to the extent that the CGUs’ carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised in prior years.
Significant estimate: Determination of recoverable amounts of CGUs which include goodwill
Management makes use of various estimates and assumptions in determining the cash flow forecasts used to determine the value in use of CGUs to which goodwill is allocated for the annual impairment test. Key assumptions include discount rates used to discount cash flows, the perpetual annuity growth rate, projected revenue and projected EBIT margin of the associated CGU. Changes in these key assumptions may change the headroom or result in impairment losses. For further details on impairment tests for CGUs which include goodwill, refer to Note (17).
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. In general, financial instruments can be classified to be measured subsequently at amortised cost, fair value through profit or loss or fair value through other comprehensive income. Classification of financial assets depends on the contractual terms of the cash flows as well as on the entity’s business model for managing the financial assets. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
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Notes to the Consolidated Financial Statements 2025
Financial assets are classified as amortised cost if the contractual cash flows include solely payments of principal and interest and which are held in order to collect the contractual cash flows. If the contractual cash flows include solely payments of principal and interest, but are held to collect both the contractual cash flows and sell the financial asset, then they are classified as fair value through other comprehensive income. If the contractual cash flows do not solely include payments of principal and interest, then they are classified as fair value through profit or loss.
The Group initially recognises securities on the trading date when it becomes a party to the contractual provisions of the instruments. All other financial assets and financial liabilities are initially recognised on the date when they are originated. Financial instruments, except for trade receivables, are initially recognised at fair value. Financial assets are derecognised if the entity transfers substantially all the risks and rewards or if the entity neither transfers nor retains substantially all the risks and rewards and has not retained control. Financial liabilities are derecognised when the contractual obligations are settled, withdrawn or have expired.
Investments in debt securities are subsequently measured at fair value through profit and loss if the contractual terms of cash flows do not solely include payments of principal and interest. Otherwise, they are subsequently carried at amortised cost.
Investments in equity securities, including non-consolidated subsidiaries, are of minor importance and recognised and measured either at fair value through profit or loss, or at fair value through OCI, if the latter option was exercised.
Financial assets at amortised costs are measured by applying the effective interest method.
Trade and other current receivables
Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components when they are recognised at fair value and, depending on the business model, subsequently carried either at amortised cost minus any valuation allowances or at fair value through other comprehensive income minus any valuation allowances for expected or incurred credit losses. Irrespective of the measurement category, any impairment losses are recognised in the Consolidated Statement of Profit or Loss. Valuation allowances for expected credit losses are calculated in accordance with the simplified approach of the impairment model for financial instruments (see accounting policy on impairment of financial assets below).
The Group sells trade receivables to financial institutions in the scope of factoring arrangements on a recurring basis based on its liquidity needs. Prospectively, the extent and the specific trade receivables impacted by future sales cannot be identified. Therefore, trade receivables which qualify for a future sale under the terms of existing factoring agreements are allocated to a portfolio whose objective is collecting the contractual cash flows and selling them. These trade receivables are carried at fair value through other comprehensive income minus any valuation allowances. Whereas trade receivables which do not qualify for a future sale under the terms of existing factoring agreements are allocated to a portfolio whose only objective is to collect the contractual cash flows and are therefore carried at amortised cost minus any valuation allowances.
In factoring arrangements, trade receivables are derecognised where the Group transfers substantially all the risks and rewards associated with the financial assets. Payments received from customers following the sale are recognised in current borrowings until repaid to the factorer.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, cheques received, cash at banks and short-term cash deposits with an original term of up to three months. Moreover, investments in money market funds exposed to insignificant value fluctuations due to their high credit rating and investments in short-term money market instruments that can be converted to defined cash amounts within a few days at any time, are also reflected as cash equivalents.
Borrowings
Financial liabilities include liabilities to financial institutions and other lenders and are measured at fair value less directly attributable transaction costs at initial recognition. In subsequent periods, these liabilities are measured at amortised cost applying the effective interest rate method.
A financial liability is derecognised when the obligation under the liability is discharged (by payment or legal release), cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. The difference in the respective carrying amounts is subsequently recognised in the Consolidated Statement of Profit or Loss, including any costs or fees.
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Trade payables and other liabilities
These liabilities are initially recognised at fair value and subsequently measured at amortised cost.
The Group enables selected suppliers to participate in a variety of supplier finance arrangements which include a forfaiting arrangement, an arrangement with a payment service provider and reverse factoring arrangements. The forfaiting and reverse factoring arrangements give suppliers the option to receive early payment by selling either bills of exchange referring to supplier invoices or trade receivables to a financial institution at a discount. The Group then settles the liability to the financial institution at a later date in accordance with the payment terms agreed with the financial institution. Under the arrangement with a payment service provider, invoices from suppliers are paid by the payment service provider on behalf of RHIM on the original due date. The Group then settles the liability to the payment service provider at a later date in accordance with the payment terms agreed with the payment service provider. The liabilities subject to all supplier finance arrangements continue to be presented within trade payables and other liabilities. The settlement of these liabilities is classified as cash outflow from operating activities, except for any interest paid, which is presented within the cash flow from financing activities. This accounting policy is based on an analysis of the terms and conditions of each supplier finance arrangement and an assessment of whether the following criteria are met: the payables subject to the respective supplier finance arrangement represent liabilities to pay for goods or services, are invoiced or formally agreed with the supplier and are part of the working capital used in the Group's normal operating cycle. Management has determined that these criteria are met for all supplier finance arrangements.
Significant judgement: Supplier finance arrangements
In assessing to what extent supplier finance arrangements can be presented within trade payables and other liabilities, the Group has to make certain judgements as to whether the payables subject to supplier finance arrangements are deemed to be part of the working capital used in the Group's normal operating cycle. Also, the Group has in this context to assess the impact of additional securities being provided and/or the significance of the differences in payment terms between the trade payables that are or are not part of the supplier finance arrangements within the Group.
Derivative financial instruments and hedging activities
Derivative financial instruments not designated as hedges
Derivative contracts are used in the management of interest rate risk, commodity price risk and foreign currency risk. These derivative financial instruments, which are not designated in an effective hedging relationship, are recognised initially at fair value on the date on which a derivative contract is entered into and subsequently remeasured at fair value with changes in fair value reflected in the Consolidated Statement of Profit or Loss. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.
Derivative financial instruments include forward exchange contracts and embedded derivatives in open orders denominated in a currency other than the functional currency of either contracting party, with the assessment made on a case-by-case basis at the respective forward rate on the reporting date. These forward rates are based on spot rates, including forward premiums and discounts. Unrealised valuation gains or losses and results from the realisation are recognised in the Consolidated Statement of Profit or Loss in net expense on foreign currency effects.
Forward purchase or sale arrangements for the physical delivery of non-financial assets that are entered into in line with the Group’s expected purchase, sale or usage requirements (‘own use’) and are normally entered into to hedge the associated price risk are not recognised or measured at fair value. These forward contracts are assessed to be off-balance-sheet executory contracts due to their own use features. If the own use exemption is not met, the forward contracts will be recognised at fair value, with fair value remeasurement recorded in the Consolidated Statement of Profit or Loss.
Due to the reduction of free CO2 emission certificates and the expected increase in CO2 market prices, the Group hedges the associated price risk by entering into forward purchase contracts for the delivery of CO2 emission certificates. Derivative financial instruments also include these contracts, since the own use exemption is not applicable.
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Notes to the Consolidated Financial Statements 2025
Significant judgement: Own use exemption on gas and power forward purchase contracts
The Group enters into fixed price and quantity forward gas and power contracts to secure the supply for its production process and reduce price volatility. The own use exemption does not require fair value recognition and measurement of the forward purchases and thus volatility in the Consolidated Statement of Profit or Loss can be avoided. The own use exemption requires contracts to be entered into and continued to be held for delivery and usage requirements of the Group. The Group settles most of these forward contracts through physical delivery and does not expect to sell any (unexpected) surplus quantities of either gas or power. Management have judged that these forward purchases based on current and expected future requirements satisfy the own use exemption and have not applied fair value recognition and measurement. However, if surplus quantities of either gas or power are expected to be sold, the corresponding forward contracts are accounted for as derivative financial instruments whose changes in fair value are recognised in the Consolidated Statement of Profit and Loss.
Derivative financial instruments designated as cash flow hedges
For derivative financial instruments which are designated as an effective cash flow hedge, hedge accounting is applied. The hedging instruments, used to hedge the underlying items, are measured at fair value with the effective part of the fair value changes recorded in OCI as an unrealised gain or loss. At the time of the realisation of the underlying transaction, the fair value changes of the hedging instrument recognised in OCI is recycled to the Consolidated Statement of Profit or Loss. Ineffective parts of the cash flow hedges are recognised immediately in the Consolidated Statement of Profit or Loss. Where the hedged item is a non-financial asset or liability, the amount accumulated in OCI is transferred to the initial carrying amount of the asset or liability. If the hedged transaction is no longer expected to take place, the accumulated amount recorded in OCI is reclassified to the Consolidated Statement of Profit or Loss. All relationships between hedging instruments and hedged items are documented, as well as risk management objectives and strategies for undertaking hedge transactions. The effectiveness of hedges is also continually assessed, and hedge accounting is discontinued when there is a change in the risk management strategy.
Impairment of financial assets
Impairment of certain financial assets is based on expected credit losses (ECL). ECL is defined as the difference between all contractual cash flows the entity is entitled under the contract and the cash flows expected to be received. The measurement of expected credit losses is generally a function of the probability of default, loss given default and the exposure at default.
Loss allowance is measured for expected credit losses on debt instruments, trade receivables and contract assets measured at amortised cost. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Group recognises lifetime ECL for trade receivables and contract assets by applying the simplified approach. The ECL on these financial assets are generally estimated using a provision matrix based on the Group’s historical credit loss experience for customer groups located in different geographic regions. Forward-looking information is incorporated in the determination of the applicable loss rates for trade receivables. For the Group, the general economic development of the countries in which it sells its goods and services is relevant in determining if the adjustment of the historical loss rates is necessary.
For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
The Group makes use of the practical expedient for financial instruments with an ‘investment grade’ rating which are assumed to be of low credit risk and have no significant increase in the credit risk. Under the practical expedient, the expected credit loss is calculated using the 12-month ECL. Among other factors, the Group considers a significant increase in credit risk to have taken place when contractual payments are more than 30 days past due.
The Group assumes that a default event has occurred when trade receivables are 180 days past due unless reasonable and supportable information confirms otherwise. For those financial instruments where objective evidence of default is present, an individual assessment of ECL takes place.
Generally, financial instruments are written off when there is no reasonable expectation of recovering amounts due.
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Inventories including purchased emission rights
Inventories are stated at the lower of cost or net realisable value as of the reporting date. The determination of acquisition cost of purchased materials is based on the average cost. Finished goods and work in progress are valued at fixed and variable production cost. The net realisable value is the estimated selling price in the ordinary course of business minus any estimated cost to complete and to sell the goods. Impairments due to reduced recoverability are reflected in the calculation of the net realisable value.
Purchased emission certificates are presented as inventory and are initially recognised at cost und subsequently measured at the lower of cost and net realisable value. The consumption of the purchased emission certificates based on the tons of CO2 emitted is recorded as expense in the cost of sales.
Those certificates that the Group received free of charge under the respective EU trading schemes are not recognised in the Consolidated Financial Statements.
To the extent that the CO2 emissions emitted exceed the emission cap under the free of charge and purchased emission certificates, the Group recognises a provision calculated based on the deficit of emission certificates and measured at the market price of emission certificates prevailing at the reporting date.
Provisions
Provisions are recognised when the Group incurs a legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to meet this obligation, and the amount of the obligation can be reliably estimated.
Provisions for warranties are created for individual contracts at the time of the sale of goods or after the service has been provided. The amounts of the provisions are based on the expected or actual warranty claims.
Provisions for restructuring are recognised once a detailed formal restructuring plan has been developed and announced prior to the reporting date or whose implementation was commenced prior to the reporting date.
The Group recognises provisions for demolition and disposal costs and environmental damages. The Group’s facilities and its refractory, exploration and mining operations are subject to environmental and governmental laws and regulations in each of the jurisdictions in which it operates. These laws govern, among other things, reclamation or restoration of the environment in mined areas and the clean-up of contaminated properties. These provisions include the estimated demolition and disposal costs of plants and buildings as well as environmental restoration costs arising from mining activities, based on the present value of estimated cash flows of the expected costs. The estimated future costs of asset retirements are reviewed annually and adjusted, if appropriate.
A provision for an onerous or unfavourable contract is recognised when the expected benefits to be derived from a contract are lower than the unavoidable cost of meeting its obligations under the contract. Provisions are measured at the present value of the unavoidable costs of meeting the obligation under the contract which exceed the economic benefits expected to arise from that contract.
Provisions for labour and civil contingencies are recognised for all risks relating to legal proceedings that represent a probable loss. Assessment of the likelihood of loss includes an analysis of available evidence, including the opinion of internal and external legal advisors of the Group.
Provisions are measured at their discounted settlement value as of the reporting date if the discounting effect is material.
If maturities cannot be estimated, they are shown within current provisions.
Significant estimate: Measurement of other provisions
The recognition and measurement of other provisions disclosed in Note (30) are based on best estimates using the information available at the reporting date. The estimates take into account the underlying legal or constructive obligation and are performed by internal experts or, when appropriate, also by external experts. Despite the best possible assumptions and estimates, cash outflows expected at the reporting date may deviate from actual cash outflows. As soon as additional information is available, the estimates made are reviewed and provisions are also adjusted. The majority of other provisions refers to an unfavourable contract which was recognised in the course of acquiring the former Magnesita Group and is mainly based on an estimate of foregone profit margins compared to market conditions. Moreover, restructuring provisions and provisions related to the rehabilitation and restoration of the mining sites or for environmental damages are recorded within other provisions. These are subject to measurement uncertainties in terms of the estimated costs to settle the obligation, estimated term until rehabilitation and restoration, discount rate and inflation rate. Changes in these parameters may result in higher or lower provisions.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 254
Notes to the Consolidated Financial Statements 2025
Net employee defined benefit liabilities
Provisions for post-employment benefits
Pension plans
With respect to post-employment benefits relating to pensions, a differentiation is made between defined contribution and defined benefit plans.
Defined contribution plans limit the Group’s obligation to the agreed contributions to earmarked pension schemes. The contributions are expensed as incurred.
Defined benefit plans require the Group to provide agreed benefits to active and former employees and their dependents.
Pension obligations are measured using the projected unit credit method and is netted against the fair value of the plan assets, if any. If the plan assets are not sufficient to cover the obligation, the net obligation is recognised as a liability. However, if the plan assets exceed the obligations, the net surplus recognised is limited to reductions of future contribution payments to the plan and is presented as other non-current assets in the Consolidated Statement of Financial Position. The Group restricts recognition of the net surplus by applying an asset recognition ceiling where the Group does not have an unconditional right to a refund, assuming full settlement of the liabilities. Changes in the asset ceiling are recorded in OCI.
The present value of defined benefit obligations is determined separately for each plan, annually, by independent qualified actuaries. The present value of future benefits is based on the length of service, expected wage/salary developments and pension adjustments.
The expense to be recognised in a period includes current and past service costs, settlement gains and losses, interest expenses from the interest accrued on obligations, interest income from plan assets and administration costs paid from plan assets. The net interest expense is shown separately in net finance costs. All other expenses related to defined benefit plans are allocated to the costs of the relevant functional areas.
Actuarial assumptions required to calculate these obligations include the discount rate, increases in wages/salaries and pensions, retirement starting age and probability of employee turnover and actual claims. The calculation is based on local demographic parameters.
Interest rates, which are based on high-quality corporate bonds issued with comparable maturities and currencies, are applied to determine the present value of pension obligations. In countries where there is not a sufficiently liquid market for high-quality corporate bonds, the returns on government bonds are used as a basis.
The rates of increase for wages/salaries are based on an average of past years, which is also considered to be realistic for the future, while the retirement age is based on the respective statutory provisions of the country concerned.
Remeasurement gains and losses are recorded net of deferred taxes under OCI in the period incurred.
Other post-employment benefits
Other post-employment benefits include provisions for termination benefits primarily related to obligations to employees whose employment is subject to Austrian law.
Employees who joined an Austrian company before 31 December 2002 receive a one-off lump-sum termination benefit as defined by the Austrian labour legislation if the employer terminates the employment or when the employee retires. It is regarded as a post-employment benefit and classified as a defined benefit plan. The termination payment depends on the relevant salary at the time of the termination as well as the number of years of service and ranges between two and 12 monthly salaries. These defined benefit obligations are measured using the projected unit credit method applying an accumulation period of 25 years. Remeasurement gains and losses are recorded directly in OCI after considering tax effects.
For employees who joined an Austrian company after 31 December 2002, employers are required to make regular contributions equal to 1.53% of the monthly wage/salary to a statutory termination benefit scheme. The Company has no further obligations. Claims by employees to termination benefits are filed with the statutory termination benefit scheme, while the continuous contributions are treated as defined contribution plans and included in the personnel expenses of the functional areas.
255 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
Significant estimate: Pension plans and other post-employment benefits classified as defined benefit plans
The measurement of defined benefit obligation and plan assets requires use of estimates such as discount rates, mortality rates, salary increases and inflation. These estimates are reviewed and updated when a valuation is performed by third-party experts. Further details of the estimates and assumptions together with sensitivities on changes to assumptions is reflected in Note (29). Changes in these assumptions may result in differences between cash outflows expected at the reporting date and actual cash outflows.
Other employee benefits
This includes service anniversary bonuses, payments to semi-retirees and lump-sum settlements.
Service anniversary bonuses are one-time special payments that are dependent on the employee’s wage/salary and length of service. The employer is required by collective bargaining agreements or company agreements to make these payments after an employee has reached a certain number of years of uninterrupted service with the same company. Obligations are mainly related to service anniversary bonuses in Austrian and German group companies. Provisions for service anniversary bonuses are calculated based on the projected unit credit method. Remeasurement gains or losses are recorded in the personnel costs of the functional areas.
Local labour laws and other similar regulations require individual group companies to create provisions for semi-retirement obligations. The obligations are partially covered by qualified plan assets and are reported on a net basis in the Consolidated Statement of Financial Position.
Contingent liabilities
A contingent liability is disclosed, where material, if the existence of the obligation will only be confirmed by future events or where the amount of the obligation cannot be measured with reasonable reliability. A contingent liability is not disclosed if the likelihood of a material cash outflow is considered remote. The Group's contingent liabilities are reviewed on a regular basis.
Income taxes
Income tax expense represents the sum of current tax and deferred tax.
Income tax is recognised in the Consolidated Statement of Profit or Loss, except to the extent that it relates to items recognised in OCI or directly in equity, including tax-related impacts.
Current tax is based on the taxable profit for the period and is determined in accordance with the rules applicable in the relevant jurisdictions and includes taxes relating to prior periods. The liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is provided, using the liability method, on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all taxable temporary differences except:
●
Where the deferred tax liability arises on initial recognition of goodwill
●
Where the deferred tax liability arises on the initial recognition of an asset or liability in a transaction that is not a business combination, at the time of the transaction, affects neither accounting profit nor taxable profit or loss and, at the time of the transaction, does not give rise to equal taxable and deductible temporary differences
●
In respect of taxable temporary differences associated with investments in subsidiaries and associates and interest in joint arrangements, where the Group is able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future
●
For financial instruments which were issued by subsidiaries to non-controlling interests, and which are classified as a financial liability in accordance with IFRS Accounting Standards
Deferred tax assets are recognised for deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which these can be utilised, except where the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit and loss and, at the time of the transaction, does not give rise to equal taxable and deductible temporary differences.
In respect of deductible temporary differences associated with investments in subsidiaries, associates and interest in joint arrangements, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 256
Notes to the Consolidated Financial Statements 2025
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable or increased to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. Deferred taxes of the Group’s Austrian subsidiaries are determined at the corporation tax rate which is expected to be applicable when the temporary differences reverse.
Deferred tax assets and liabilities are offset only when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the current tax assets and liabilities on a net basis or to realise the assets and settle the liabilities simultaneously.
Where tax legislation may not be clear or result in uncertainty, the Group will determine its tax obligations and resulting income tax expense using an approach which it believes has a probable chance of being accepted by the tax authorities based on historical experience, legal advice and communication with the tax authorities, as appropriate. Where the Group adopts an approach to an uncertain tax position that it regards as having a less than probable chance of being accepted by the tax authorities, the income tax expense and resulting income and deferred tax balances are adjusted to reflect this uncertainty using either the most likely outcome method or the expected value method.
The global minimum top-up tax payable under the Pillar Two legislation is recognised as a current income tax expense when it is incurred. In accordance with the temporary exception, the Group does not recognise deferred taxes in respect of the top-up tax under the Pillar Two legislation.
Significant judgement: Uncertain tax positions
Management makes judgements in relation to the recognition of uncertain tax positions concerning current and deferred income taxes. In making judgements, management believes that the tax positions the Group adopts are in line with the applicable legislation and reflect the probable outcome. The tax obligations and receivables, upon audit by the tax authorities at a future date, may differ as a result of differing interpretations. These interpretations may impact the expected timing and quantum of taxes payable and recoverable.
Significant judgement: Utilisation of tax losses and recognition of other deferred tax assets
The Group operates in many countries and is subject to taxes in numerous jurisdictions. Management uses judgement to assess the recoverability of deferred tax assets such as whether there will be sufficient future taxable profits to utilise tax losses. Refer to Note (14) for details on recognised deferred tax assets.
Revenue, income and expenses
Revenue from contracts with customers
Revenue from the sale of goods and services is recognised at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Revenue is recognised to the extent that it is highly probable that there will not be a significant reversal of revenue in future periods. If the consideration in a contract includes a variable amount, the Group estimates the amount of consideration to which it will be entitled at inception and limits the recognition of revenue subject to the variability, until it is highly probable that a significant reversal of cumulative revenue recognised will not occur. The Group does not recognise the impact of financing for payment terms as the average credit terms is currently 60 days. At contract inception, the Group identifies the goods or services promised in the contract and assesses which of the promised goods or services shall be identified as separate performance obligation. Promised goods or services give rise to separate performance obligations if they are capable of being distinct. Revenue is recognised as control is transferred, either over time or at a point of time. Control is defined as the ability to direct the use of and obtain substantially all of the economic benefits from an asset.
Unless refractory products are delivered under specific customer contracts, whose transaction price depends on the customer’s production output, revenue from the delivery of refractory products is recognised at a point in time, i.e. at the time of transfer of control. Control of the refractory products is typically passed to the customer when physical possession has been transferred.
257 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
The transport service does not give rise to a separate performance obligation to which a part of revenue would have to be allocated, as this service is usually performed before control of the products is transferred to the customer.
In consignment arrangements, the Group retains control of the goods generally until a withdrawal of the products from the consignment occurs. Most of the products within consignment arrangements have a high stock turnover rate.
The Group provides services (e.g. supervision, installation) that are either sold separately or bundled together with the sale of products to a customer. Contracts for bundled sales of products and installation services usually comprise of two performance obligations being (i) the promise to transfer products and (ii) provide services which are capable of being distinct and separately identifiable in the context of the contract. Accordingly, the transaction price is allocated based on the relative stand-alone selling prices of the product and service. Revenue from services is recognised over time using an input method to measure progress towards completion of the service as the customer simultaneously receives and consumes the benefits provided by the Group.
Contracts for bundled sales of refractory products and non-refractory products (e.g. machines) provided to the customer free of charge comprise two performance obligations that are separately identifiable. Consequently, the Group allocates the transaction price based on the relative stand-alone selling prices of these performance obligations and allocates revenue to the non-refractory product which is delivered free of charge.
Expected penalty fees from guaranteed durabilities on refractory products are considered as a variable consideration in the form of a contract or a refund liability. However, the estimation of the variable consideration is not subject to a constraint as the Group has significant experience with promising durabilities and as a consequence does not expect significant reversal of revenue recognised in prior periods. All other product warranties issued by the Group guarantee that the transferred products correspond to the contractually agreed specifications and are classified as assurance type warranties. Consequently, no separate distinct performance obligation to the customer exists.
If transfer of goods or services to a customer is performed before the customer pays consideration or before payment is due and is conditional on something other than the passage of time, a contract asset, excluding any amounts presented as a receivable, is recognised.
If a customer pays consideration before the entity transfers a good or service to the customer, the entity shall present the contract as a contract liability when the payment is made.
Contract costs, which are defined as the incremental costs of obtaining a contract, are recognised as an asset where the Group expects to recover those costs, except for those costs which are expected to be recovered within 12 months.
As the term of customer contracts is less than one year, the Group adopted the practical expedient not to disclose performance obligations for contracts with original expected duration of less than one year.
Significant judgement: Revenue recognition
For specific customer contracts with Steel customers with variable payment arrangements where the transaction price depends on the customer’s production output, (e.g. quantity of steel produced) management has determined that the commitment to transfer each of the products and services to the customer is not separately identifiable from the other commitments in the context of such contracts. The customer expects complete refractory management for the agreed product areas in the steel plant in order to enable steel production. Thus, only one performance obligation, being the performance of a management refractory service, exists. Revenue from the delivery of management refractory services is recognised over time and, by applying the practical expedient, corresponds to the amounts that the Group is entitled to invoice to the customer on a regular basis according to the contract terms.
Cost of sales
Cost of sales comprises the production cost of goods sold as well as the purchase price of merchandise sold. In addition to direct material and production costs, it also includes overheads including depreciation of production equipment as well as impairment losses and reversals of impairment losses of inventories. Moreover, cost of sales also includes the costs of services provided by the Group or services received.
Selling, general and administrative expenses
This line item includes personnel expenses for the sales staff as well as depreciation and other operating expenses related to the market and sales processes. In addition, it includes personnel expenses for the administrative functions, legal, IT and other consulting costs.
Research and development expenses
This line item includes expenses for research and non-capitalisable development costs.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 258
Notes to the Consolidated Financial Statements 2025
Amortisation of intangible assets
This line item includes amortisation of purchased and internally generated intangible assets.
Interest income and expenses
Interest income and expenses are recognised in accordance with the effective interest method.
Foreign currency translation and hyperinflation accounting
Functional currency and presentation currency
The Consolidated Financial Statements are presented in Euro, which represents the functional and presentation currency of RHI Magnesita N.V..
Consolidated subsidiary financial information is based on the currency of the primary economic environment in which it operates (functional currency).
Hyperinflation accounting
Financial Statements of subsidiaries which operate in a country whose functional currency is considered hyperinflationary are restated for the changes in the general purchasing power before translation to the reporting currency of the Group and before consolidation in order to reflect the same value of money for all items. Currently only the Financial Statements of the subsidiary operating in Argentina, Refractarios Argentinos S.A, Industrial Comercial Y Minera (I.C.M.), are restated for hyperinflation effects.
The closing balances of the non-monetary items as well as all items of the Statement of Profit or Loss are restated for the changes in the general purchasing power of its functional currency as follows. All non-monetary items recognised in the Statement of Financial Position which are not measured at the measuring unit applicable on the reporting date are restated for the changes in the general price index from the later of the transaction date or the first-time application date to the reporting date. Non-monetary items include property, plant and equipment, intangible assets, inventories, and allocated goodwill. Monetary items are not restated. All items of the Statement of Profit or Loss are restated for the changes in the general price index from the date of initial recognition to the reporting date. Gains or losses resulting from the net monetary position are reported in the Consolidated Statement of Profit or Loss in net expense on foreign currency effects. The Financial Statements of Refractarios Argentinos S.A, Industrial Comercial Y Minera (I.C.M.) are therefore reported at the applicable measuring unit on the reporting date.
The price index, IPIM (Internal Index Wholesale Prices), published by the Argentinian National Institute of Statistics and Censuses is applied to determine the changes in the general purchasing power. The following table provides the level and changes of the price index for the current and the previous reporting period:
 
31.12.2025
31.12.2024
​Price level 
10,067.71
7,694.01
​Index movement (in %)
31
118
Foreign currency transactions and balances
In individual subsidiaries, joint ventures and associates, transactions in foreign currency are translated into the functional currency at the rate of exchange prevailing on the dates of the transaction. Gains and losses resulting from the settlement of such transactions and the translation of monetary assets and liabilities denominated in foreign currencies into the respective functional currency at the closing rate are recognised in the Consolidated Statement of Profit or Loss as net expense on foreign currency effects. In deviation from this, the Group designates certain intragroup monetary assets and liabilities denominated in foreign currencies such as non-current receivables or loans as part of a net investment in a foreign operation if the corresponding balances are not expected to be settled. In accordance with IFRS Accounting Standards, gains or losses from the translation of these intragroup monetary assets and liabilities into the respective functional currency are recognised in OCI. Non-monetary items, other than those measured at fair value, are carried at historical rates and not retranslated subsequent to initial recognition.
Group companies
Financial information of foreign subsidiaries with a functional currency different to the Euro are translated as follows:
Assets and liabilities of foreign subsidiaries outside the scope of hyperinflation accounting are translated at the closing rate on the reporting date, while monthly income and expenses as presented in the Statement of Profit or Loss are translated at the respective closing rates of the previous month. Differences resulting from this translation process and differences resulting from the translation of amounts carried forward from the prior year are recorded in OCI without impact on profit or loss. Monthly cash flows are translated at the respective closing rates of the previous month. Goodwill and adjustments to the fair value of assets and liabilities related to the purchase price allocations of a subsidiary outside the European currency area are treated as assets and liabilities of the respective subsidiary and translated at the closing rate.
259 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
Following the restatements in accordance with hyperinflation accounting, the assets and liabilities of foreign subsidiaries in the scope of hyperinflation accounting, as well as their income and expenses, are translated at the respective closing rate on the reporting date.
On disposal of a non-Euro functional currency subsidiary, joint venture or associate, the related accumulated foreign currency gains and losses recognised in equity are reclassified to the Consolidated Statement of Profit or Loss. In addition, when monetary items cease to form part of a net investment in a foreign operation or when the foreign operation is disposed, the currency translation differences previously recognised in OCI are reclassified to the Consolidated Statement of Profit or Loss.
The Euro exchange rates of the currencies of the Group’s significant operations are shown in the following table:
 
 
Closing rate
Average rate1)
Currencies
1 € =
31.12.2025
31.12.2024
2025
2024
Brazilian Real
BRL
6.56
6.46
6.29
5.79
Canadian Dollar
CAD
1.61
1.50
1.57
1.48
Chinese Renminbi Yuan
CNY
8.24
7.61
8.06
7.79
Indian Rupee
INR
105.96
89.11
97.49
90.68
US Dollar
USD
1.18
1.04
1.12
1.09
1) Arithmetic mean of the monthly closing rates.
4.
Climate change and energy transition
In 2025 the Group announced its commitment to reduce Scope 1, 2 and 3 (raw materials) CO2 emissions intensity by 10% per ton of production by 2030, compared to a 2024 baseline. The Group has published a theoretical decarbonisation pathway which sets out a potential route to substantially remove all CO2 emissions by 2060. The decarbonisation pathway is not aligned with a 1.5°C temperature goal of the Paris Agreement. Consequently, the Group does not currently have a climate transition plan for mitigation that is consistent with limiting global warming to 1.5°C. However, the Group has a climate transition plan for climate mitigation that is aligned with the Paris Agreement’s objective of holding the increase in global average temperature to well below 2°C, based on feasible and available technologies. The below describes how the Group has considered climate related impacts in key areas of the Consolidated Financial Statements and how this translates into the valuation of its assets and measurement of liabilities.
Note (3) includes the significant accounting estimates, judgements and key sources of estimation uncertainties and how those uncertainties have the potential to have a material effect on the Consolidated Statement of Financial Position in the next 12 months. This note describes the key areas of climate impacts that may have longer-term effects on amounts recognised at 31 December 2025.
Financial planning assumptions
As disclosed in the Sustainability Statement, climate-related risks faced by the Group include physical and transitional risks. The most material transitional risk impact is expected to be higher operating costs due to an increase in the level or scope of carbon pricing. This risk is most prominent in Europe where the existing system of certificates is to be replaced by the Carbon Border Adjustment Mechanism (‘CBAM’), with all free CO2 emission certificates currently expected to be progressively phased out by 2034.
The Group is currently already subject to the first phase (‘Transitional Period’) of the CBAM. Currently, the Group fully complies with the CBAM regulation on imported consumables made from steel. Management is pursuing a number of strategies to accommodate the additional impact of CBAM to its EU assets, such as considering carbon pricing in our financial planning, actively managing a hedging program to fix future prices related to the forward purchase of emission rights, increasing the use of secondary raw materials, investing in fuel switching, renewable energy and focusing on energy efficiency.
The Group has also identified climate-related opportunities, such as increased demand for its products arising from the transition by its customers to lower-carbon emitting industrial processes and increased demand for refractory products that are produced with a lower-carbon footprint.
The Consolidated Financial Statements are based on reasonable and supportable assumptions that represent management’s current best estimate of the range of economic conditions that may exist in the foreseeable future. The Group has decided to use Paris-aligned Mitigation and Hot House World Limited mitigation scenarios to assess the potential impact of climate change on its Consolidated Financial Statements. The largest impact from higher carbon prices as contained in these scenarios is from 2026 onwards. The negative impacts are concentrated within the Group’s assets located in Europe whilst opportunities are expected to be global in nature.
The Group is investing in the research and development of new technologies for the manufacturing of refractories which may enable it over the long term to avoid or capture its CO2 emissions and thereby mitigate the impact of higher carbon prices.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 260
Notes to the Consolidated Financial Statements 2025
Impairment of CGUs and goodwill
The nominal growth rate used in the value in use determination per CGU represents the long-term growth rate of the respective region.
The expected CO2 emission costs are considered in the 2026 Budget and in the Long-Term Plan, insofar as CO2 emissions are taxed in the respective jurisdictions, and at fixed prices, insofar as fixed price forward contracts to purchase emission rights have been contracted. In the terminal value, these CO2 emission costs are recognised at the same level as assumed in the last year of the Long-Term Plan. Due to planning uncertainty inherent in the Group’s climate transition phase which includes the extent to which CBAM will be relevant to the Group’s operations, no additional carbon emission costs have been included in the terminal value; that is to say, the phasing out of the free CO2 emission certificates is not included.
Management expects an adverse impact on the recoverability of the assets included in the Europe & CIS CGU as soon as the CBAM regulation becomes effective. This adverse impact comprises a production shift from Europe & CIS to other sales regions in addition to a corresponding shift of customer demand to other sales regions. As far as foreseeable, it is already considered in the Long-Term Plan and value in use of the Europe & CIS CGU.
The Sustainability Statement outlines the theoretical path to complete decarbonisation of the Group’s business activities. To achieve this, the Group would need to make significant investments in property, plant and equipment that go far beyond the investments already considered in relation to the committed reduction in Scope 1, 2 and 3 emissions by 2030. At present, neither the investments needed to achieve complete decarbonisation, nor their potential positive effects have been included in the value in use determination since the Group has not committed to complete decarbonisation and alternatives to complete decarbonisation exist.
Useful lives of property, plant and equipment
Additionally, management has assessed the useful lives of property, plant and equipment and these continue to be appropriate due to the limited refractory and other product alternatives available and considering that the customer industries that the Group serves, continue to play a significant part in the transition towards sustainable output and the transition to a green economy.
Restoration provisions
Management recognises liabilities that are expected to be incurred in relation to rehabilitation and restoration of the mining sites. As of the reporting date, the Group’s mines have an expected life between 8 and 100 years. The introduction of more stringent legislation could result in our mining operations becoming uneconomical earlier than anticipated, thus affecting the timing of our restoration liabilities. The discounting period used to determine the present value of measure asset restoration provisions is between 8-37 years, applying risk-free rates as discount rates.
Management does not expect any reasonably possible change in the expected timing of restoration of our mines to have a material effect on the Group total provisions, assuming cash flows remain unchanged.
ESG-linked loans
The Group has taken out loans from financial institutions based on terms which are linked to the Group’s EcoVadis ESG rating performance. On the reporting date the carrying amount of such ESG-linked financial liabilities amounts to €1,102 million (31.12.2024: €1,383 million). The financing costs may increase or decrease depending on future changes in the Group’s ESG rating. The ESG rating is determined by multiple criteria covering not only the climate-related aspects but also sustainability and governance related aspects. A downgrading of the Group’s ESG rating below a certain target ESG rating would lead to higher financing costs. Such a downgrade is currently not foreseen due to sufficient headroom.
5.
Segment reporting
The Group's business activities are organised by region based on its sales markets and the customer industries it serves. The regions comprise Europe & CIS, North America, Latin America, China & East Asia, India and Middle East, Türkiye and Africa (META). Customer industries are internally grouped into two categories: Steel and Industrial. The latter category aggregates multiple customer industries other than Steel, including Cement & Lime, Non-Ferrous Metals, and Process Industries which comprises several customer industries addressing industrial applications.
261 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
In 2025, RHIM reassessed its operating segments, driven by significant progress in its local-for-local production strategy, the integration of the acquired Resco Group and a comprehensive restructuring of profit centres. This acquisition is considered a milestone in the development of the local-for-local production strategy, resulting in the reassignment of certain sales markets to the regions and the associated establishment of the new META region. These events shifted the focus of internal reporting for the purpose of resource allocation and performance monitoring to the regions. Resource allocation decisions are taken both globally and at regional level but always concern the entire region. Financial budgets are prepared at regional level and budget variances are monitored at the same level. Each region has an assigned segment manager, i.e. regional president, responsible for managing the ‘day-to-day’ business, executing RHIM’s strategy in the respective region and meeting the budgeted targets. The segmentation of the business activities by region reflects the internal control structure, the management structure and the internal performance reporting to the Chief Operating Decision Maker (CODM). Taking these factors into account, the reassessment resulted in the establishment of the regions as RHIM's new operating segments. The six regional operating segments and the business activities subsumed into the organisational unit ‘Minerals’, which is designated as a reportable segment, result in seven reportable segments.
Each regional segment provides shaped refractory products, including bricks in various shapes and chemical compositions, as well as unshaped refractory products, including mixes, mortars and castables, and functional refractory products summarising specialised refractory products. Depending on the type of refractory product, some types are used for lining customer industry specific furnace types and aggregates, while other types are used in the final stages of the steel production process. In addition to refractory products, the Group provides services such as refractory engineering solutions (drawings or design of a linings concept), installation, supervision, maintenance and recycling. Beyond traditional refractory solutions, a growing portfolio of advanced technologies is also offered to customers, including systems, sensors, machinery and digital products.
In addition, the Group sells internally produced raw materials, such as magnesite ore, dead-burned magnesia and fused magnesia to external customers to the extent that these are not utilised internally. These business activities are subsumed into the organisational unit ‘Minerals’, which is designated as a reportable segment.
The Chief Executive Officer is responsible for the allocation of resources and for evaluating the performance of each operating segment and is therefore the CODM at Group level. Revenue and Gross Profit are the key internal performance measures provided to and used by the CODM to evaluate performance on operating segment level and allocate resources. These measures are prepared using the same accounting policies as the Consolidated Financial Statements and are reported after elimination of any inter-segment transactions.
The reassessment of the operating segments resulted in a change of the Group’s segment reporting structure from customer industry-based segments to regional segments. The comparative figures have been restated in accordance with IFRS 8 to reflect the new segment reporting structure.
The following tables present the financial information for the reportable segments for the year 2025 and the previous year:
in € million
Europe & CIS
North America
Latin America
China & East Asia
India
Middle East, Türkiye and Africa
Minerals
Group 2025
Revenue
727
863
536
377
441
342
80
3,366
Cost of sales
(576)
(614)
(389)
(302)
(377)
(264)
(72)
(2,594)
Gross profit
151
249
147
75
64
78
8
772
 
 
 
 
 
 
 
 
 
EBIT
 
 
 
 
 
 
 
223
Net finance costs
 
 
 
 
 
 
 
(95)
Profit before income tax
 
 
 
 
 
 
 
128
in € million
Europe & CIS
North America
Latin America
China & East Asia
India
Middle East, Türkiye and Africa
Minerals
Group 2024
Revenue
829
709
617
425
458
384
65
3,487
Cost of sales
(651)
(490)
(427)
(335)
(380)
(286)
(59)
(2,628)
Gross profit
178
219
190
90
78
98
6
859
 
 
 
 
 
 
 
 
 
EBIT
 
 
 
 
 
 
 
242
Net finance costs
 
 
 
 
 
 
 
(42)
Profit before income tax
 
 
 
 
 
 
 
200
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 262
Notes to the Consolidated Financial Statements 2025
The following table shows the depreciation of property, plant and equipment per reportable segment:
in € million
2025
2024
Europe & CIS
(32)
(33)
North America
(29)
(31)
Latin America
(29)
(33)
China & East Asia
(17)
(16)
India
(8)
(7)
Middle East, Türkiye and Africa
(12)
(12)
Minerals
(4)
(4)
Depreciation
(131)
(136)
The disaggregation of revenue by type of product or service is presented in the below table:
in € million
2025
2024
Shaped refractory products
1,551
1,708
Unshaped refractory products
847
822
Functional refractory products
521
515
Services
137
158
Other products
310
284
Revenue
3,366
3,487
The revenue by customer sites for the year 2025 and the previous year is classified as follows:
in € million
2025
2024
The Netherlands
10
15
USA
742
584
India
436
445
Brazil
328
353
China
229
260
Other countries
1,621
1,830
Revenue
3,366
3,487
No single customer contributed 10% or more to consolidated revenue in 2025 and in 2024. Companies that are known to be part of a group are treated as one customer.
The carrying amounts of goodwill, intangible assets and property, plant and equipment are classified based on the location of the Group companies, as follows:
in € million
31.12.2025
31.12.2024
USA
542
235
Brazil
386
407
Austria
329
343
India
324
392
Germany
199
205
China
162
188
Other countries
247
274
Goodwill, intangible assets and property, plant and equipment
2,189
2,044
263 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
6.
Restructuring
The summary of net restructuring expenses recognised is as follows:
in € million
2025
2024
Restructuring (expenses)
(45)
(32)
Restructuring income
1
8
Restructuring (expenses) - net
(44)
(24)
2025
Restructuring expenses primarily relate to costs of €29 million associated with the closure of the Wetro plant in Germany. These costs include €26 million of severance expenses and €2 million of impairment losses on property, plant and equipment. In addition, €10 million relates to severance costs incurred in connection with the Group’s permanent SG&A headcount reduction.
2024
Restructuring expenses mainly relate to the €25 million provision associated with the closure of the Mainzlar plant in Germany. This includes the provision of impairment losses on property, plant and equipment in the amount of €5 million. The recoverable amount of zero was based on fair value less costs of disposal.
The €8 million gains were recognised from the sale of property, plant and equipment, as well as other intangible assets, resulted from the plant closures in Kruft, Germany and Dashiqiao, China, which were announced in the previous years.
7.
Other income
in € million
2025
2024
Net amortisation of Oberhausen provision
10
14
Gains from the disposal of non-current assets
0
6
Miscellaneous income
14
18
Other income
24
38
The net amortisation of the Oberhausen provision includes a utilisation of €9 million (2024: €10 million) for the performance against the onerous contract, and €1 million (2024: €4 million) arising from updated estimates. In 2025, miscellaneous income mainly includes €9 million related to a lawsuit settlement outcome in Brazil. In 2024, miscellaneous income mainly includes €9 million related to the disposal of the Dashiqiao plant in China and a cash inflow of €6 million related to receivables previously written down to zero.
8.
Other expenses
in € million
2025
2024
Expenses for strategic projects
(73)
(75)
Impairment of property, plant and equipment and intangible assets
0
(37)
Losses from the disposal of non-current assets
(1)
(3)
Miscellaneous expenses
(4)
(24)
Other expenses
(78)
(139)
Expenses for strategic projects mainly comprise implementation costs of Software-as-a-Service (SaaS) projects, which are expensed as incurred, amounting to €41 million (2024: €45 million) and €3 million (2024: €6 million) of costs related to the development of an integrated supply chain planning solution. Additionally, this category includes €16 million (2024: €24 million) of legal and consulting fees associated with M&A activities and integration costs for newly acquired businesses.
In 2024, an impairment loss of €29 million corresponds to a full write-down of property, plant and equipment under construction of a project in Brazil which was abandoned following the Resco Group acquisition. Additionally, an impairment loss of €8 million was recognised for capitalised development costs recognised as intangible assets.
In 2024, miscellaneous expenses mainly consist of €12 million relating to investments in and losses on the disposal of special Argentinian government bonds and €4 million from pre-merger related litigation costs.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 264
Notes to the Consolidated Financial Statements 2025
9.
Expense categories
The presentation of the Consolidated Statement of Profit or Loss is based on the function of expenses. The following table shows a classification by expense category for 2025 and the previous year:
in € million
2025
2024
Cost of materials
(1,339)
(1,352)
Personnel costs
(791)
(806)
Energy costs
(215)
(225)
Freight expenses
(197)
(201)
Depreciation and amortisation
(183)
(175)
External services
(171)
(173)
Write-down expenses
(2)
(42)
Changes in inventories, own work capitalised
1
(11)
Other income and expenses
(246)
(260)
Total expenses
(3,143)
(3,245)
Cost of materials includes expenses for raw materials and supplies and purchased goods of €1,288 million (2024: €1,307 million) and expenses for services received amounting to €51 million (2024: €45 million). Research and development costs related to the development of new and improvement of existing products and technologies amounted to €43 million (2024: €51 million), of which €4 million (2024: €5 million) in development costs were capitalised. Amortisation and impairment of development costs recognised within cost of materials was €5 million (2024: €10 million).
Other income of €34 million (2024: €53 million) mainly comprises gains on disposal of non-current assets, income from research grants which amounted to €4 million (2024: €4 million), insurance reimbursements and amortisation of grants related to assets; it also includes €9 million associated with the resolution of a lawsuit in Brazil. Other expenses of €280 million (2024: €270 million) mainly consist of external consulting fees, IT costs, travel expenses and repairs and maintenance expenditure. Payments associated with short-term leases of equipment and vehicles, and all leases of low-value assets are recognised also as other expenses. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment, office furniture and other small items. Expenses for short-term, low-value and variable lease payments in 2025 amount to €14 million (2024: €7 million).
Selling and marketing expenses amounting to €113 million (2024: €131 million) primarily include distribution-related costs such as sales commissions, sales personnel, as well as advertising and marketing activities. General and administrative expenses amounting €246 million (2024: €278 million) comprise corporate overheads such as administrative personnel costs, professional fees, office expenses, and other general support functions.
10.
Personnel costs
Personnel costs consist of the following components:
in € million
2025
2024
Wages and salaries
(604)
(634)
Social security contribution
(122)
(121)
Fringe benefits
(38)
(32)
Pension and other post-employment benefits
 
 
Defined contribution plans
(12)
(12)
Defined benefit plans
(4)
(4)
Other expenses termination benefits
(11)
(3)
Personnel expenses (without interest expenses)
(791)
(806)
Average employee numbers
The average number of employees of the Group based on full time equivalents amounts to:
265 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
 
2025
2024
Salaried employees
7,170
7,426
Waged workers
8,763
8,626
Number of employees on annual average
15,933
16,052
104 full time equivalents of salaried employees work in the Netherlands (2024: 108 employees).
In addition, the average number of employees is presented below by geographical region:
 
2025
2024
Europe & CIS
4,569
5,000
North America
1,405
971
Latin America
4,795
5,054
China & East Asia
2,130
1,887
India
2,518
2,566
Middle East, Türkiye and Africa
516
575
Number of employees on annual average
15,933
16,052
11.
Interest income
Includes interest income on cash at banks and similar income amounting to €15 million (2024: €22 million).
12.
Net (expense)/income on foreign exchange effects
The net expense comprises the foreign exchange effects from translating foreign currency balances into the functional currency, the results from derivative financial instruments, such as forward exchange contracts and derivatives in open orders, as well as the gain on the net monetary position related to hyperinflation accounting (IAS 29) and can be detailed as follows:
in € million
2025
2024
Foreign exchange (losses)/gains
(35)
30
Gains/(Losses) on forward exchange contracts and derivatives in open orders
18
(18)
Gain/(Loss) on net monetary position
1
(1)
Net (expense)/income on foreign exchange effects
(16)
11
The foreign exchange losses in the current reporting period mainly result from the appreciation of the functional currencies of subsidiaries with a net asset foreign currency exposure against USD and the depreciation of the functional currencies of subsidiaries with a net liability foreign currency exposure against USD.
13.
Other net financial expenses
Other net financial expenses consist of the following items:
in € million
2025
20241)
Net interest expense relating to net employee defined benefit liabilities
(11)
(12)
Costs related with the trade receivables factoring program
(11)
(10)
Unwinding of discount of provisions and payables
(6)
(7)
Interest (expense) on supplier finance arrangements and transaction costs
(5)
(1)
Interest (expense)/income on liabilities to fixed-term or puttable non-controlling interests
(2)
1
Interest expense on lease liabilities
(3)
(3)
Remeasurement gains on liabilities to fixed-term or puttable non-controlling interests
10
21
Other interest and similar income and expenses
(5)
(3)
Other net financial expenses
(33)
(14)
1)
Restated.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 266
Notes to the Consolidated Financial Statements 2025
14.
Taxation
Income tax
Income tax consists of the following items:
in € million
2025
2024
Current tax expense
(45)
(51)
Deferred tax (expense)/income relating to
 
 
temporary differences
(6)
(4)
tax loss carryforwards
17
9
 
11
5
Income tax
(34)
(46)
The current tax expense includes tax income for prior periods of €2 million (2024: €5 million net expense).
In recognising deferred tax assets, the Group has considered (i) the impacts of the global economic environment in which it operates, (ii) uncertainties and potential adverse effects arising from economic volatility and (iii) the Group’s latest forecasts and assumptions used for the goodwill impairment testing and the viability statement assessment. The Group’s forecast period is four years, with the fifth year being the final year, consistent with the approach applied for the goodwill impairment testing. In Brazil, a longer forecast horizon is used due to the annual limitation for use of tax losses (30% of the taxable profits of the relevant year), which requires a longer-term prediction. Information on tax contingencies is provided under Note (38).
In addition to the income taxes recognised in the Consolidated Statement of Profit or Loss, a tax income of €1 million (2024: €7 million tax income) was recognised in OCI, mainly relating to currency translation, cash flow hedges and measurement gains and losses on post-employment employee benefits.
A reconciliation of the difference between the income tax expense, which would result from the application of the Austrian corporate tax rate of 23% on the profit before income tax (the Austrian tax rate being used as the holding company RHI Magnesita N.V. is tax resident in Austria), and the income tax reported is shown below:
in € million
2025
2024
Profit before income tax
128
200
Income tax expense calculated at 23% (2024: 23%)
29
46
Different foreign tax rates
12
8
Expenses not deductible and additions to tax base, non-creditable taxes
20
22
Non-taxable income and tax benefits
(24)
(30)
Tax losses and temporary differences of the financial year not recognised
4
5
Change in write-down of deferred tax assets
3
0
Utilisation of previously unrecognised loss carryforwards and temporary differences
0
(5)
Deferred tax expense due to tax rate changes
0
1
Deferred income tax relating to previous periods
(8)
4
Current income tax relating to prior periods
(2)
(5)
Recognised tax expense
34
46
Effective tax rate (in %)
26.6%
23.1%
Below is the summary of major effects on the effective tax rate reconciliation:
In 2025, expenses not deductible and additions to the tax base include: transfer pricing adjustments of €1 million (2024: transfer pricing adjustments mainly related to Argentina of €4 million); taxable income that was treated as part of the Goodwill of €3 million; non-creditable withholding taxes in Austria of €1 million (2024: €2 million) and non-deductible subsidiary-related expenses of €4 million (2024: €3 million).
267 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
In 2025, non-taxable income and tax benefits mainly include: tax incentives in Brazil of €6 million (2024: €2 million); additional tax depreciation in Austria of €7 million (2024: €7 million) relating to historical acquisitions; inflationary adjustments in South America of €1 million (2024: €6 million, including South America and Türkiye); gains on the measurement of liabilities related to fixed-term or puttable non-controlling interests of €4 million (2024: €6 million); income of €3 million related to the settlement of a lawsuit in South America.
Tax losses and temporary differences of the financial year for which no deferred tax assets have been recognised because sufficient taxable profits are not expected in the near future include a tax loss realised in China of €2 million (2024: €4 million). The change in write-down due to insufficient expectation of future taxable profits also relates to China in the amount of €3 million.
Deferred taxes expense relating to prior periods based on information obtained in the reporting period arises mainly from: a deferred tax income in Mexico of €5 million (2024: deferred tax expense of €2 million), a deferred tax income in Austria in the amount of €2 million (2024: deferred tax income of €1million) and a deferred tax income in Germany in the amount of €2 million (2024: deferred tax expense of €1 million).
The current tax income relating to prior periods mainly relates to Germany in an amount of €3 million, where tax loss carrybacks and return-to-provision reconciliations affected the prior year’s taxes. In 2024, it related to Peru (€3 million) and Chile (€2 million) where there was a reversal of a tax risk provision due to a court case judgement, respectively a return-to-provision reconciliations.
Deferred taxes
Deferred taxes are related to the following significant balance sheet items and tax loss carryforwards:
 
31.12.2025
2025
31.12.2024
2024
in € million
Deferred tax assets
Deferred tax liabilities
(Expense)/Income
Deferred tax assets
Deferred tax liabilities
(Expense)/Income
Property, plant and equipment, intangible assets
27
142
12
28
107
8
Inventories
28
8
3
26
10
4
Trade receivables, other assets
14
11
8
14
22
(10)
Net employee defined benefit liabilities
30
1
(3)
35
0
(1)
Other provisions
19
0
(4)
23
0
(2)
Trade payables, other liabilities
21
4
(22)
39
5
(3)
Tax loss carried forward
99
0
17
67
0
9
Offsetting
(75)
(75)
0
(80)
(80)
0
Deferred taxes
163
91
11
152
64
5
For temporary differences and tax loss carryforwards of subsidiaries that have generated tax losses either in the current or previous reporting period, deferred tax assets amounting to €121 million (2024: €101 million) have been recognised in the Consolidated Statement of Financial Position, as sufficient taxable income is expected to be generated in the future.
The total tax loss carryforwards of the Group amount to €517 million at 31 December 2025 (2024: €347 million). For tax loss carryforwards of €381 million (2024: €235 million), deferred tax assets are recognised; no deferred tax assets are recognised for the remaining amount of €136 million (2024: €112 million).
The following table shows the origin of tax loss carryforwards per country for which no deferred tax assets are recognised:
in € million
31.12.2025
31.12.2024
Country
 
 
Brazil
51
51
China
52
37
UK
6
6
Dubai
3
4
Germany
19
6
France
5
5
Others
0
3
Total
136
112
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 268
Notes to the Consolidated Financial Statements 2025
The following table shows unrecognised tax loss carryforwards by year of expiry:
in € million
31.12.2025
31.12.2024
Year of expiry
 
 
2025
0
1
2026
2
2
2027
9
10
2028
5
6
2029
27
19
2030 or later
9
0
Not subject to expiration
84
74
Total unrecognised tax losses
136
112
No deferred tax assets were recognised on temporary differences totalling €93 million (2024: €123 million), which are expected to reverse by 2034. These temporary differences mainly relate to Austria: €90 million (2024: €120 million).
Taxable temporary differences of €1,592 million (2024: €1,477 million) and temporary deductible differences of €104 million (2024: €96 million) were not recognised on shares in subsidiaries as the distributions of profit or the sale of the investments are controlled by the Group.
The Group is subject to the global minimum tax rules (i.e., OECD Pillar Two). The calculation following the OECD Pillar Two rules, as well as the newly enacted local legislation in Austria (where the ultimate parent company is resident), has led to a minor additional current tax expense of €0.5 million, related to the Group’s operations in Guernsey and the UAE.
Income tax receivables
Income tax receivables amounting to €49 million (2024: €40 million) are mainly related to tax prepayments and deductible withholding taxes.
Income tax liabilities
Income tax liabilities amounting to €29 million (2024: €29 million) primarily include income taxes for the current year and previous years.
15.
Earnings per share
Earnings per share is calculated by dividing the profit or loss attributable to the shareholders of the Group by the weighted average number of shares outstanding during the financial year.
 
2025
2024
Profit after income tax attributable to RHI Magnesita N.V. shareholders (in € million)
86
142
Weighted average number of shares for basic EPS
47,271,556
47,170,570
Effects of dilution from share options
1,306,061
1,154,648
Weighted average number of shares for dilutive EPS
48,577,617
48,325,218
Earnings per share basic (in €)
1.82
3.01
Earnings per share diluted (in €)
1.77
2.94
The weighted average number of shares for basic and dilutive EPS considers the effect of changes in treasury shares during the reporting period.
16.
Dividend payments and proposed dividend
The final proposed dividend is subject to the approval of the AGM in May 2026 and was not recognised as a liability in these Consolidated Financial Statements. The final proposed dividend for 2025 amounts to €1.20 per share (2024: €1.20 per share).
In line with the Group’s dividend policy, the Board paid out an interim dividend in the second half of 2025 of €0.60 per share for the first half of 2025 amounting to €28 million. The total dividend for 2025, which includes the proposed final dividend, yet to be approved by shareholders, amounts to €1.80 per share (2024: €1.80 per share).
Based on a resolution adopted by the AGM in May 2025, the final dividend for 2024 amounted to €1.20 per share and was paid out in June 2025, amounting to €57 million. The total dividend for 2024 amounted to €1.80 per share.
269 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
17.
Goodwill
in € million
2025
2024
Carrying amount at beginning of year
342
339
Business combinations (see Note (40))
103
3
Currency translation
(43)
(3)
Hyperinflation adjustment
1
3
Carrying amount at year-end
403
342
Impairment of CGUs with significant goodwill
In the reporting period, the composition and number of RHIM’s CGUs changed due to the reassessment of its operating segments (see Notes (3) and (5)). The new regional CGUs are determined at operating segment level. The transition from a customer industry-based CGU structure to a regional CGU structure made it necessary to reallocate goodwill to the new regional CGUs. Except for goodwill arising from business combinations that were completed in the reporting period, goodwill was reallocated applying the relative value method. Under this method, the relative contribution of each regional CGU to the value in use of each former CGU determines the portion of goodwill of each former CGU that is reallocated to each regional CGU. Moreover, on the transition date two impairment tests were performed. The first one covered the former CGUs considering the previous goodwill allocation and the second one covered the new regional CGUs considering the results of goodwill reallocation. Neither of the two impairment tests indicated impairment losses at CGU level.
The impairment test is based on the value in use. This is determined using the discounted cash flow method and incorporates the terminal value. The Group is subject to environmental and other laws and regulations and has established environmental policies and procedures aimed at compliance with these laws. Impairment testing incorporated considerations for increased energy and raw material prices in its Budget and the Long-Term Plan and estimates the total increase in investments in research and development costs ranging from €42 to €45 million. Current technology used by the customer industries requiring advanced heat-resistant materials for their production depend on refractory materials and in our view will remain in use in the observable future.
The cash flows projections used for impairment testing are based on the strategic business and financial planning model of the Group including the 2026 Budget, as approved by the Board, and the Long-Term Plan, covering a four-year period. The cash flows are geared to a steady-state business development, which balances out possible economic or other non-sustainable fluctuations in the detailed planning period and forms the basis for the calculation of the terminal value.
The key assumptions used in determining the value in use are:
●
Revenue: projected sales were built up with reference to sales regions and product categories incorporating projections of developments in key markets.
●
EBIT margin: projected margins reflect historical performance, our expectations for future cost inflation and the impact of all completed projects to improve operational efficiency.
●
Discount rate before tax: a discount rate that is calculated taking into account the weighted average cost of capital of comparable companies; the corresponding parameters are derived from capital market information. In addition, country-specific risk premiums are considered in the weighted average cost of capital.
●
Perpetual annuity growth rate: for the purposes of the Group’s value in use calculations, a long-term growth rate into perpetuity was applied immediately at the end of the fifth-year detailed planning period comprising the 2026 Budget and the subsequent four-year period covered by the Long-Term Plan. As in the previous year, the terminal value is based on a growth rate derived from the difference between the current and possible degree of asset capacity and utilisation.
Forecast EBIT has been projected using:
●
Expected future sales are based on the strategic plan, which was constructed at a market level with input from regional commercial managers. An assessment of the market using external sources was undertaken to forecast regional customer demand considering regional growth rates of the steel production and output of Industrial clients in combination with the development of the specific refractory consumption including technological improvements.
●
Current cost structure and production capacity, which include our expectations for future cost inflation. The assumptions were updated considering the latest economic developments, including energy, freight, and raw material prices. The forecasts include cash outflows from future investments related to capacity maintenance while expansion investments are excluded.
Working capital is included in the carrying amount of the CGUs; therefore, the value in use only takes into account changes in working capital.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 270
Notes to the Consolidated Financial Statements 2025
The following table shows the allocated goodwill, perpetual annuity growth rates and discount rates before tax applied in the value in use determination per CGU to which significant goodwill is allocated. Due to the change of the CGU structure the tables are not comparable:
 
2025
 
Discount rate before Tax
Perpetual annuity growth rate
Goodwill
in € million
Europe & CIS
9.4%
0.5%
31
North America
10.0%
1.0%
240
Latin America
12.5%
0.0%
61
China & East Asia
9.8%
1.0%
8
India
10.5%
4.0%
29
Middle East, Türkiye and Africa
11.0%
1.0%
34
 
2024
 
Discount rate before Tax
Perpetual annuity growth rate
Goodwill
in € million
Steel - Linings
9.7%
0.9%
218
Steel - Flow Control
10.3%
0.9%
67
Industrial - Cement & Lime
10.7%
0.9%
56
As a sensitivity, the effect of the following downside scenarios to the key assumptions would, in isolation, not result in an impairment of the above CGUs to which significant goodwill is allocated:
●
increase of the estimated discount rate by 10%
●
decrease of the perpetual annuity growth rate by 50%
●
decrease of EBIT margin by 10%
●
decrease of revenue by 5%
18.
Intangible assets
in € million
Mining rights
Customer relationships
Internally generated intangible assets
Trade names
Other intangible assets
Prepayments made and intangible assets under construction
Total
Cost at 31.12.2024
145
285
90
1
157
16
694
Currency translation
(11)
(48)
0
(3)
(5)
(1)
(68)
Additions
0
0
4
0
3
0
7
Initial consolidation and PPA finalisation
12
183
0
23
7
0
225
Retirements and disposals
(10)
0
0
0
(2)
0
(12)
Reclassifications
0
0
2
0
11
(3)
10
Cost at 31.12.2025
136
420
96
21
171
12
856
Accumulated amortisation 31.12.2024
18
84
63
0
112
0
277
Currency translation
(1)
(8)
0
0
(2)
0
(11)
Amortisation
2
32
5
1
12
0
52
Retirements and disposals
0
0
0
0
(2)
0
(2)
Accumulated amortisation 31.12.2025
19
108
68
1
120
0
316
Carrying amounts at 31.12.2025
117
312
28
20
51
12
540
271 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
in € million
Mining rights
Customer relationships
Internally generated intangible assets
Other intangible assets
Prepayments made and intangible assets under construction
Total
Cost at 31.12.2023
152
284
87
170
22
715
Currency translation
(10)
3
(1)
0
0
(8)
Additions
0
0
5
1
0
6
Initial consolidation and PPA finalisation
0
(2)
0
0
0
(2)
Retirements and disposals
0
0
(1)
(16)
0
(17)
Reclassifications
3
0
0
3
(6)
0
Cost at 31.12.2024
145
285
90
158
16
694
Accumulated amortisation 31.12.2023
17
64
53
111
0
245
Currency translation
(1)
0
0
(1)
0
(2)
Amortisation
2
20
3
14
0
39
Impairment losses
0
0
7
0
0
7
Retirements and disposals
0
0
0
(12)
0
(12)
Accumulated amortisation 31.12.2024
18
84
63
112
0
277
Carrying amounts at 31.12.2024
127
201
27
46
16
417
Internally generated intangible assets comprise capitalised software and product development costs. Other intangible assets include primarily acquired patents, software and land-use rights.
The following table shows the individually material intangible assets acquired and their remaining useful lives:
in € million
Remaining
useful life
in years
31.12.2025
Net book value
31.12.2024
Net book value
Mining rights
 
 
 
Brazil
48
61
63
US
45
54
61
Customer relationships
 
 
 
Resco Group
10-12
149
0
RHI Magnesita India Refractories Ltd and RHI Magnesita Seven Refractories Ltd
7-17
70
91
Former Magnesita Group
3-7
39
48
Seven Refractories Group
13
19
21
RHI Magnesita India
17
17
21
Land use rights
10-52
18
20
Trade names
19
20
0
There are no restrictions on the sale of intangible assets.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 272
Notes to the Consolidated Financial Statements 2025
19.
Property, plant and equipment
in € million
Real
estate,
land and
buildings
Technical
equipment,
machinery
Other plant, furniture and fixtures
Prepayments
made and
plant under
construction
Right-of-use assets
Total
Cost at 31.12.2024
751
1,277
407
136
147
2,718
Currency translation
(27)
(43)
(8)
(3)
(7)
(88)
Additions
8
8
6
78
8
108
Initial consolidation and PPA finalisation
31
37
0
2
1
71
Retirements and disposals
(31)
(51)
(16)
(7)
(26)
(131)
Reclassifications
6
48
22
(90)
0
(14)
Cost at 31.12.2025
738
1,276
411
116
123
2,664
Accumulated depreciation 31.12.2024
295
789
259
26
64
1,433
Currency translation
(5)
(22)
(5)
0
(1)
(33)
Depreciation
22
59
31
0
19
131
Impairment losses
0
1
0
0
0
1
Retirements and disposals
(25)
(47)
(15)
(2)
(25)
(114)
Accumulated depreciation 31.12.2025
287
780
270
24
57
1,418
Carrying amounts at 31.12.2025
451
496
141
92
66
1,246
in € million
Real
estate,
land and
buildings
Technical
equipment,
machinery
Other plant, furniture and fixtures
Prepayments
made and
plant under
construction
Right-of-use assets
Total
Cost at 31.12.2023
758
1,231
417
267
134
2,807
Currency translation
(13)
(10)
(9)
(25)
(3)
(60)
Additions1)
6
49
9
68
29
161
Initial consolidation and PPA finalisation
5
(2)
0
(1)
0
2
Retirements and disposals
(31)
(97)
(42)
(6)
(13)
(189)
Reclassifications
26
106
32
(167)
0
(3)
Cost at 31.12.2024
751
1,277
407
136
147
2,718
Accumulated depreciation 31.12.2023
304
814
271
1
57
1,447
Currency translation
(1)
(2)
(3)
(1)
(3)
(10)
Depreciation
21
61
32
0
22
136
Impairment losses
0
9
0
26
0
35
Retirements and disposals
(29)
(93)
(41)
0
(12)
(175)
Accumulated depreciation 31.12.2024
295
789
259
26
64
1,433
Carrying amounts at 31.12.2024
456
488
148
110
83
1,285
1)
Including €3 million capitalised borrowing costs.
Prepayments made and plant under construction include €87 million (2024: €106 million) mainly relating to the expansion and production optimisation of the plants in Brazil and the expansion of a production plant in Austria. The expenditure in 2025 mainly related to this Austrian plant and a magnesite plant in Brazil.
273 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
In September 2025, the decision was made to sell the assets of a production plant, based in the US (Huron), primarily comprising machinery and equipment, a building and land. The sale is expected to be completed in 2026. Due to this decision, the assets are classified as held for sale and presented separately within current assets. They are part of the North America reportable segment. 
There are no restrictions on the sale of property, plant and equipment. Significant capital expenditure contracted for at the end of the reporting period but not recognised as liabilities amounts to €4 million (2024: €6 million).
The Right-of-use assets per category developed as follows as of 31 December 2025:
in € million
Right-of-use assets
land and buildings
Right-of-use assets
technical equipment and machinery
Right-of-use assets
other equipment, furniture and fixtures
Total
Cost at 31.12.2024
102
26
19
147
Currency translation
(6)
(1)
0
(7)
Additions
4
1
3
8
Initial consolidation and PPA finalisation
0
0
1
1
Retirements and disposals
(8)
(14)
(4)
(26)
Cost at 31.12.2025
92
12
19
123
Accumulated depreciation 31.12.2024
37
18
9
64
Currency translation
(1)
0
0
(1)
Depreciation
11
3
5
19
Retirements and disposals
(8)
(14)
(3)
(25)
Accumulated depreciation 31.12.2025
39
7
11
57
Carrying amounts at 31.12.2025
53
5
8
66
The Right-of-use assets per category developed as follows as of 31 December 2024:
in € million
Right-of-use assets
land and buildings
Right-of-use assets
technical equipment and machinery
Right-of-use assets
other equipment, furniture and fixtures
Total
Cost at 31.12.2023
91
30
13
134
Currency translation
(1)
(2)
0
(3)
Additions
17
3
9
29
Retirements and disposals
(5)
(5)
(3)
(13)
Cost at 31.12.2024
102
26
19
147
Accumulated depreciation 31.12.2023
30
20
7
57
Currency translation
0
(2)
(1)
(3)
Depreciation
12
5
5
22
Retirements and disposals
(5)
(5)
(2)
(12)
Accumulated depreciation 31.12.2024
37
18
9
64
Carrying amounts at 31.12.2024
65
8
10
83
The average lease term is twelve years for land and buildings, four years for technical equipment and machinery, and four years for other equipment, furniture and fixtures. Impacts resulting from extension and termination options, as well as residual value guarantees, are immaterial. Detail on lease liabilities is in Note (28).
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 274
Notes to the Consolidated Financial Statements 2025
20.
Other assets
in € million
31.12.2025
31.12.2024
Prepayments related to the acquisition of Resco Group
0
46
Deferred mine stripping costs
12
13
Tax receivables
10
11
Other non-current assets
7
6
Other assets
29
76
21.
Inventories
in € million
31.12.2025
31.12.2024
Raw materials and supplies
255
264
Work in progress
208
215
Finished products and goods
460
464
Prepayments made
8
14
Emission rights
1
5
Inventories
932
962
Net write-down expenses amount to €1 million (2024: €0 million).
22.
Trade and other receivables
in € million
31.12.2025
31.12.2024
Trade receivables
445
530
Contract assets
6
3
Other tax receivables
85
87
Prepaid expenses
11
9
Other current receivables
29
31
Trade and other current receivables
576
660
thereof financial assets
451
533
thereof non-financial assets
125
127
The Group enters into factoring agreements and sells trade receivables to financial institutions. Trade receivables sold at the end of the year was €254 million (2024: €237 million). These have been derecognised as substantially all risks and rewards as well as control have been transferred. Payments received from customers following the sale are recognised in current borrowings until repaid to the factorer.
Other tax receivables include primarily VAT, as well as receivables from energy tax refunds, and tax research subsidies.
Other current receivables mainly relate to advances for insurance, IT services as well as custom and import-related services and costs.
23.
Cash and cash equivalents
in € million
31.12.2025
31.12.2024
Cash at banks and in hand
288
530
Money market funds
67
46
Cash and cash equivalents
355
576
Cash and cash equivalents include amounts not available for use by the Group totalling €9 million at 31 December 2025 (2024: €3 million). Cash not available for use by the Group is mainly comprised of deposits for credit lines and bank guarantees.
24.
Share capital
At 31 December 2025, the authorised share capital of RHI Magnesita N.V. amounts to €100,000,000 divided into 100,000,000 ordinary shares and remained unchanged compared to prior year. Thereof 47,304,527 (2024: 47,195,936) fully paid-in ordinary shares are issued. In addition, there are 2,173,178 (2024: 2,281,769) treasury shares held by the Company. All issued RHI Magnesita shares grant the same rights. The shareholders are entitled to dividends and have one voting right per share at the AGM. There are no shares with special control rights.
275 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
25.
Group reserves
Treasury shares
At 31 December 2025, RHI Magnesita treasury shares amount to 2,173,178 (2024: 2,281,769). Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s treasury shares.
Additional paid-in capital
At 31 December 2025, as well as at 31 December 2024, additional paid-in capital comprised premiums on the issue of shares less issue costs by RHI Magnesita N.V.
Mandatory reserve
The Articles of Association stipulate a mandatory reserve of €288,699,231, which was created in connection with the merger between the former RHI Group and the former Magnesita Group in 2017. No distributions, allocations or additions may be made, and no losses of the Company may be allocated to the mandatory reserve.
Retained earnings
Retained earnings include the result of the financial year, as well as results earned by consolidated companies during prior periods, but which were not distributed.
Accumulated other comprehensive income
Cash flow hedge reserves include gains and losses from the effective part of cash flow hedges net of tax effects. The accumulated gain or loss from the hedge allocated to reserves is only reclassified to the Consolidate Statement of Profit or Loss if the hedged transaction also influences the result or is terminated.
Reserves for defined benefit plans include the gains and losses from the remeasurement of defined benefit pension and termination benefit plans, taking into account related tax effects. These amounts will not be reclassified to the Consolidated Statement of Profit or Loss in future periods.
Currency translation reserves include the accumulated currency translation differences from translating the Financial Statements of foreign subsidiaries, as well as unrealised currency translation differences from monetary items which are part of a net investment in a foreign operation, net of related income taxes.
26.
Non-controlling interests
Subsidiaries with material non-controlling interests
RHI Magnesita India Ltd., based in New Delhi, India, is a listed company on the BSE Limited and NSE Limited. RHI Magnesita India Ltd. is the (direct or ultimate) parent company of RHI Magnesita India Refractories Ltd., RHI Magnesita Seven Refractories Ltd., Intermetal Engineers (India) Private Ltd and Ashwath Technologies Private Limited, which together form the Subgroup India. Ashwath Technologies Private Limited is an inconsiderable refractory business which was acquired in 2025. The Subgroup India is included in the India reportable segment of the Group, and the share of the non-controlling interests amounts to 43.9% (2024: 43.9%). Aggregated financial information of the Subgroup India is provided below:
in € million
31.12.2025
31.12.2024
Non-current assets
359
432
Current assets
248
260
Non-current liabilities
(22)
(24)
Current liabilities
(114)
(123)
Net assets before intragroup eliminations
471
545
Intragroup eliminations
0
(1)
Net assets
471
544
 
 
 
Carrying amount of non-controlling interests
139
162
The aggregated Statement of Profit or Loss and Statement of Comprehensive Income of the Subgroup India are shown below:
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 276
Notes to the Consolidated Financial Statements 2025
in € million
2025
2024
Revenue
454
430
Operating expenses, net finance costs and income tax
(437)
(406)
Profit after income tax before intragroup eliminations
17
24
Intragroup eliminations
1
1
Profit after income tax
18
25
thereof attributable to non-controlling interests
8
11
in € million
2025
2024
Profit after income tax
18
24
Other comprehensive (expense)/income
(117)
26
Total comprehensive income
(99)
50
thereof attributable to non-controlling interests
(43)
22
The following table shows the summarised Statement of Cash Flows of the Subgroup India:
in € million
2025
2024
Net cash flow from operating activities
43
38
Net cash flow from investing activities
(13)
(13)
Net cash flow from financing activities
(8)
(26)
Total cash flow
22
(1)
Net cash flow from financing activities includes dividend payments to non-controlling interests amounting to €2 million (2024: €2 million).
Change of non-controlling interests without a change of control
In June 2025, the Group acquired the remaining shares held by the non-controlling shareholders in RHI Magnesita Czech Republic a.s. for a cash consideration of €3 million with the difference between the carrying amount of the non-controlling interests’ portion of equity acquired and the consideration paid recorded in retained earnings within equity.
27.
Borrowings
Borrowings include all interest-bearing liabilities due to financial institutions and other lenders.
In March 2024, the Group successfully raised a €200 million syndicated term loan with a tenor of five years. This syndicated term loan was fully utilised in January 2025 to fund the acquisition of the Resco Group.
In April and May 2025, the Group successfully completed the refinancing of a €150 million bilateral term loan maturing in May 2025 and a €50 million bilateral term loan maturing in 2026 with a €100 million bilateral term loan maturing in 2029 and a $50 million bilateral term loan maturing in 2030 respectively, with €50 million being repaid with excess cash to optimise the Group’s capital structure and liquidity levels. These transactions strengthen the Group’s funding structure and maturity profile ahead of upcoming maturities in 2026.
The Group intends to refinance its 2026 maturities in the second quarter of 2026 making use of the same type of funding instruments, with the objective of maintaining a balanced maturity profile and prudent liquidity position.
RHI Magnesita continues to align parts of its funding structure with sustainability objectives, including the use of ESG-linked loan instruments. The Group’s EcoVadis sustainability rating was updated in June 2025, achieving an overall score of 79 out of 100, placing the Group in the 97th percentile of all companies rated globally. At the reporting date, the Group’s ESG-linked drawn and undrawn borrowing facilities amounted to €1,702 million (31.12.2024: €1,983 million).
277 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
The principal borrowing facilities, including the Syndicated & Term Loan as well as the Bonded Loans (“Schuldscheindarlehen”), are subject to a debt covenant, being the leverage ratio of net debt excluding lease liabilities to Pro Forma Adjusted EBITDA of a maximum of 3.5 times. Compliance with the debt covenant is measured on a semi-annual basis and its calculation is shown in Note (37). If the debt covenant of the Syndicated & Term Loans is breached, the lenders have the right to immediate loan repayment. If repayment of the Syndicated & Term Loans is demanded, the Bonded Loans will also become due. If the Syndicated & Term Loans’ debt covenant is breached but the full repayment is waived, the Bonded Loans interest margin payable will increase. The Group complied with the debt covenant in 2025 and 2024. There are no indications that the Group will have difficulties complying with the debt covenant in the 12 months following the reporting date.
The breakdown of borrowings is presented in the following table:
 
Total
 
in € million
31.12.2025
Current
Non-current
Syndicated & Term Loan
1,034
113
921
Bonded loans ("Schuldscheindarlehen")
721
285
436
Other credit lines and other loans
27
26
1
Total liabilities to financial institutions
1,782
424
1,358
Other financial liabilities
6
1
5
Capitalised transaction costs
(2)
(1)
(1)
Borrowings
1,786
424
1,362
 
Total
 
in € million
31.12.2024
Current
Non-current
Syndicated & Term Loan
976
233
743
Bonded loans ("Schuldscheindarlehen")
720
0
720
Other credit lines and other loans
44
42
2
Total liabilities to financial institutions
1,740
275
1,465
Other financial liabilities
11
1
10
Capitalised transaction costs
(1)
0
(1)
Borrowings
1,750
276
1,474
Considering the impact of floating-to-fixed interest rate swaps, 70% (2024: 73%) of the liabilities to financial institutions carry fixed interest and 30 % (2024: 27%) carry variable interest.
The following table shows the fixed interest terms and conditions, including interest rate swaps, without liabilities from deferred interest:
Interest terms fixed until
Effective annual interest rate
Currency
31.12.2025
Carrying amount
in € million
Interest terms fixed until
Effective annual interest rate
Currency
31.12.2024
Carrying amount
in € million
2026
EURIBOR + margin
EUR
485
2025
EURIBOR + margin
EUR
444
 
4.02%
EUR
264
 
0.50%
EUR
150
 
Various - Variable rate
Various
67
 
Various - Variable rate
Various
35
2027
2.82%
EUR
634
2026
3.61%
EUR
264
2028
1.87%
EUR
119
2027
2.41%
EUR
715
2029
3.86%
EUR
208
2028
1.87%
EUR
119
2031
1.25%
EUR
5
2029
1.52%
EUR
8
 
 
 
 
2031
1.25%
EUR
5
 
 
 
 
 
 
 
 
 
 
 
1,782
 
 
 
1,740
The table above shows how long the interest rates are fixed for, rather than the maturity of the underlying instruments.
Shares of Jinan New Emei Industries Co Ltd. in the amount of €10 million have been pledged as security for a local loan in China.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 278
Notes to the Consolidated Financial Statements 2025
28.
Other financial liabilities
Other financial liabilities include the negative fair value of derivative financial instruments as well as lease liabilities and fixed-term and puttable non-controlling interests payable in Group companies. Additional explanation on derivative financial instruments is provided under Note (35).
 
31.12.2025
31.12.2024
in € million
Current
Non-current
Total
Current
Non-current
Total
Forward exchange contracts
1
0
1
1
0
1
Interest rate derivatives
0
2
2
0
4
4
Commodity swaps
10
6
16
2
3
5
Derivatives in open orders
1
0
1
0
0
0
Derivative financial liabilities
12
8
20
3
7
10
Lease liabilities
16
49
65
17
60
77
Fixed-term or puttable non-controlling interests
5
43
48
7
45
52
Other financial liabilities
33
100
133
27
112
139
In line with the Group’s accounting policy, the carrying amount of non-controlling interest is reduced to nil and replaced with a financial liability where the Group has provided a written put option (usually together with a call option) or has entered into a forward contract to acquire the shares not controlled by the Group. The carrying amount of the financial liabilities represents the discounted value of the expected settlement for the following non-controlling interest:
in € million
Ownership interest held by NCI
31.12.2025
31.12.2024
Horn & Co. Minerals Recovery GmbH & Co.KG
45.00%
4
4
RHI Magnesita Czech Republic a.s.
0.00%
0
1
RHI Magnesita (Chongqing) Refractory Materials Co., Ltd.
49.00%
10
11
Jinan New Emei Industries Co. Ltd.
35.00%
4
21
Liaoning RHI Jinding Magnesia Co., Ltd.
16.67%
0
4
RHI Refractories Liaoning Co., Ltd.
34.00%
10
11
BPI RHIM LLC
49.00%
20
0
Liabilities to fixed-term or puttable non-controlling interests
 
48
52
The following table shows the reconciliation from the opening balances to the closing balances of the liabilities to the fixed-term or puttable non-controlling interests:
in € million
31.12.2025
31.12.2024
Liabilities at beginning of the year
52
87
Currency translation1)
(4)
2
Interest accrued2)
2
(1)
Remeasurement gains2)
(10)
(21)
Dividends paid
(4)
(6)
Additions
0
1
Additions from initial consolidation
20
0
Working capital adjustment related to Jinan New Emei Industries Co. Ltd.3)
(6)
0
Other changes
(2)
(10)
Liabilities at year-end
48
52
1)
Recognised in OCI.
2)
Recognised in profit or loss as other net financial expenses.
3)
The liability to the fixed-term or puttable non-controlling interest in Jinan New Emei Industries Co. Ltd. is expected to be settled in 2026.
279 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
In August 2025, the Group recognised a financial liability related to fixed-term or puttable non-controlling interests to acquire the remaining shares in BPI RHIM LLC held by other shareholders (see Note (40)), amounting to €20 million. The fair value is mainly based on the present value of BPI's average EBITDA performance over a three-year period and the principal valuation parameters are deemed to be non-observable (Level 3).
Sensitivities in respect of the significant non-observable inputs used to measure the fair value of the financial liabilities related to fixed-term or puttable non-controlling interests are presented below. These sensitivities show the hypothetical impact of a change in each of the listed inputs in isolation.
in € million
Financial liabilities increase by
Financial liabilities decrease by
Profit measure increases by 15%
7
 
Profit measure decreases by 15%
 
7
29.
Net employee benefit liabilities
Pension provisions
The net liability from pension obligations in the Consolidated Statement of Financial Position is as follows:
in € million
31.12.2025
31.12.2024
Present value of pension obligations
318
377
Fair value of plan assets
(147)
(182)
Deficit of funded plans
171
195
Asset ceiling and funding obligations
9
5
Net liability from pension obligations
180
200
Overfunded pension plans
(1)
(1)
Other pension plans
181
201
The present value of pension obligations by beneficiary groups is as follows:
in € million
31.12.2025
31.12.2024
Active beneficiaries
60
62
Vested terminated beneficiaries
20
41
Retirees
238
274
Present value of pension obligations
318
377
The pension obligations are measured using the following actuarial assumptions for the key countries in which the Group operates:
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 280
Notes to the Consolidated Financial Statements 2025
in %
31.12.2025
31.12.2024
Interest rate
 
 
Austria and Germany
4.0%
3.4%
Brazil
11.8%
12.2%
USA
5.3%
5.5%
Future salary increase
 
 
Austria
2.1%
2.7%
Germany
2.5%
2.5%
Brazil
5.6%
5.8%
USA
3.3%
3.3%
Future pension increase
 
 
Austria
2.5%
3.3%
Germany
2.0%
2.0%
Brazil
4.0%
4.3%
USA
2.0%
2.0%
These are average values which were weighted with the present value of the respective pension obligation.
The calculation of the actuarial interest rate for the Eurozone countries is based on a yield curve for returns of high-quality corporate bonds denominated in EUR with an average AA rating, which is derived from pooled index values. The calculation of the actuarial interest rate for the USD and GBP currency area is based on a yield curve for returns of high-quality corporate bonds denominated in USD and GBP with an average rating of AA, which is derived from pooled index values. Where there are very long-term maturities, the yield curve follows the performance of bonds without credit default risk. The interest rate is calculated annually at 31 December, taking into account the expected future cash flows which were determined based on the current personal and commitment data.
The calculation in Austria was based on the AVÖ 2018-P demographic calculation principles for salaried employees issued by the Actuarial Association of Austria. In Germany, the Heubeck Richttaffeln 2018 G actuarial tables were used as a basis. In the other countries, country-specific mortality tables were applied.
The main pension regulations are described below:
The Austrian group companies account for €57 million (2024: €68 million) of the present value of pension obligations and for €7 million (2024: €8 million) of the plan assets. The agreed benefits include pensions, invalidity benefits and benefits for surviving dependents. Commitments in the form of company or individual agreements depend on the length of service and the salary at the time of retirement. For the majority of commitments, the amount of the pension subsidy is limited to 75% of the final remuneration, including a pension pursuant to the General Social Insurance Act (ASVG). The Group has concluded pension reinsurance policies for part of the commitments. The pension claims of the beneficiaries are limited to the coverage capital required for these commitments. The pensions are predominantly paid in the form of annuities and are partially indexed. For employees joining the company after 1 January 1984, no defined benefits were granted. Instead, a defined contribution pension model is in place. In addition, there are commitments based on the deferred compensation principle, which are fully covered by pension reinsurance policies and commitments for preretirement benefits for employees in mining operations.
The pension plans of the German group companies account for €101 million (2024: €113 million) of the present value of pension obligations and for €1 million (2024: €1 million) of the plan assets. The benefits included in company agreements comprise pensions, invalidity benefits and benefits for surviving dependents. The amount of the pension depends on the length of service for the majority of the commitments and is calculated as a percentage of the average monthly wage/salary of the last 12 months prior to retirement. In some cases, commitments to fixed benefits per year of service have been made. The pensions are predominantly paid in the form of annuities and are adjusted in accordance with the development of the consumer price index for Germany. The pension plans are closed to new entrants, except one contribution-based plan. There is no defined contribution model on a voluntary basis. Individual commitments have been made, with major part of them being retired beneficiaries.
281 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
The pension plan of the US group company Magnesita Refractories Company, York, USA, accounts for €64 million (2024: €71 million) of the present value of pension obligations and for €64 million (2024: €69 million) of the plan assets. The pension plan is a non-contributory defined benefit plan covering a portion of the employees of the company. The plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective 21 June 1999, the company offered the participants the opportunity to elect to participate in a single enhanced defined contribution plan. Participants who made this election are no longer eligible for future accruals under this plan. All benefits accrued as of the date of transfer will be retained. Employees hired after 21 June 1999 and employees that did not meet the plan’s eligibility requirements as of 21 June 1999 are not eligible for this plan. The pensions are predominantly paid in the form of annuities and are adjusted annually based on the US consumer price index.
The pension plan of the UK group company Magnesita Refractories Ltd., Dinnington, United Kingdom, accounted for €34 million (2024: €37 million) of the present value of pension obligations and held €37 million (2024: €42 million) of assets prior to its settlement in 2025. No plan assets were recognised on the balance sheet in previous years due to the application of IFRIC 14 (asset ceiling). The company had sponsored a funded defined benefit pension plan for qualifying UK employees, administered by an independent Board of Trustees composed of employer, employee and independent representatives, who were responsible for the investment policy and the day‑to‑day administration of benefits. Under the plan, employees were entitled to annual pension benefits upon retirement at age 65. Following the buy‑in arrangement concluded in 2022 – under which a third‑party insurer in the United Kingdom assumed the plan’s obligations and the plan assets were liquidated and transferred at a value of approximatively €62 million – the plan was fully settled in 2025. The settlement extinguished all remaining legal and constructive obligations related to the defined benefit plan. On 1st December 2025, full responsibility for the payment of benefits was transferred to the insurer under the buy-out portion of the transaction, at which point, the Group legally ceased to have responsibility for the remaining liabilities. On 24th December 2025, the remaining assets surplus of €3 million was released by the Trustees back to the Group, net of 25% tax. Final administrative winding up of the Plan is expected during the first quarter of 2026.
The pension liabilities of the Brazilian group company Magnesita Refratários S.A. account for €37 million (2024: €35 million) of the present value of pension obligations and for €38 million (2024: €25 million) of the plan assets. These liabilities relate to a Defined Benefit (DB) plan, which was frozen in 2009. The obligations correspond to the accrued rights of the remaining plan participants. The agreed benefits include lifetime retirement pensions, disability benefits, and benefits for surviving dependents. Currently, the Brazilian group companies offer their employees a defined contribution plan as an optional benefit. Under this plan, employees contribute a percentage of their salary, and the company matches these contributions at a rate of 1.5 times the employee's contribution. Employees who leave the plan before retirement may be entitled to receive up to 75% of the company's final contribution, depending on their length of service. Upon retirement, employees may choose to receive a portion of the total contribution amount as a lump sum or in proportional monthly instalments, with various payout options available. The defined contribution plan is structured on a fully funded basis, ensuring that payouts are exclusively derived from accumulated contributions and their respective investment returns. This structure effectively eliminates the risk of deficits or the creation of long-term financial obligations. As of 31.12.2025, the Group is subject to a minimum funding requirement in respect to this plan amounting to €8 million (2024: €0 million).
The following table shows the development of net liability from pension obligations:
in € million
2025
2024
Net liability from pension obligations at beginning of year
200
240
Currency translation
0
(5)
Additions initial consolidation
1
0
Pension cost
11
12
Remeasurement (gains)
(10)
(25)
Benefits paid
(18)
(19)
Employers' contributions to external funds
(4)
(3)
Net liability from pension obligations at year-end
180
200
The present value of pension obligations developed as follows:
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 282
Notes to the Consolidated Financial Statements 2025
in € million
2025
2024
Present value of pension obligations at beginning of year
377
421
Currency translation
(10)
(5)
Additions initial consolidation
10
0
Current service cost
1
2
Interest cost
18
18
Remeasurement (gains)
 
 
from changes in demographic assumptions
0
0
from changes in financial assumptions
(9)
(25)
due to experience adjustments
(2)
(3)
Benefits paid
(33)
(32)
Settlements
(34)
0
Employee contributions to external funds
1
1
Plan amendments
(1)
0
Present value of pension obligations at year-end
318
377
The movement in plan assets is shown in the table below:
in € million
2025
2024
Fair value of plan assets at beginning of year
182
186
Currency translation
(10)
0
Additions initial consolidation
9
0
Interest income
9
9
Administrative costs (paid from plan assets)
(1)
0
Gains/(losses) on plan assets less interest income
2
(3)
Benefits paid
(15)
(14)
Settlements
(34)
0
Employers' contributions to external funds
4
3
Employee contributions to external funds
1
1
Fair value of plan assets at year-end
147
182
The changes in the asset ceiling are shown below:
in € million
2025
2024
Asset ceiling and funding obligations at beginning of year
5
5
(Gains)/losses from changes in asset ceiling less interest expense
(4)
0
Additional liability arising from minimum funding requirement
8
0
Asset ceiling and funding obligations at year-end
9
5
At 31 December 2025, the weighted average duration of pension obligations amounts to 9.8 years (2024: 10.3 years).
The following amounts were recorded in the Consolidated Statement of Profit or Loss:
in € million
2025
2024
Current service cost
1
2
Interest cost
18
19
Interest income
(9)
(9)
Administrative costs (paid from plan assets)
1
0
Pension expense recognised in profit or loss
11
12
283 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
The remeasurement results recognised in OCI are shown in the table below:
in € million
2025
2024
Accumulated remeasurement losses at beginning of year
93
118
Remeasurement (gains) on present value of pension obligations
(11)
(28)
(Gains)/losses on plan assets less interest income
(2)
3
Losses from changes in asset ceiling and funding obligations less interest expense
4
0
Accumulated remeasurement losses at year-end
84
93
The present value of plan assets is distributed to the following classes of investments:
 
31.12.2025
31.12.2024
in € million
Active market
No active market
Total
Active market
No active market
Total
Insurances
5
37
42
0
73
73
Equity instruments
46
0
46
46
0
46
Debt instruments
40
2
42
41
1
42
Cash and cash equivalents
7
0
7
12
0
12
Other assets
7
3
10
9
0
9
Fair value of plan assets
105
42
147
108
74
182
The present value of the insurances to cover the Austrian pension plans corresponds to the coverage capital. Insurance companies predominantly invest in debt instruments and, to a low extent, in equity instruments and properties.
Plan assets do not include own financial instruments or assets utilised by the Group.
The Group works with professional fund managers for the investment of plan assets. They act on the basis of specific investment guidelines adopted by the pension fund committee of the respective pension plans. The committees consist of management staff of the finance department and other qualified executives. They meet regularly in order to approve the target portfolio with the support of independent actuarial experts and to review the risks and the performance of the investments. In addition, they approve the selection or the extension of contracts of external fund managers.
The largest portion of the other assets is invested in pension reinsurance, resulting in a low counterparty risk towards insurance companies. In addition, the Group is exposed to interest risks and longevity risks resulting from its defined benefit commitments.
The Group generally endows the pension funds with the amount necessary to meet the legal minimum allocation requirements of the country in which the fund is based. Moreover, the Group makes additional allocations at its discretion from time to time. In the financial year 2026, the Group expects employer contributions to external plan assets to amount to €5 million and direct payments to entitled beneficiaries to €16 million. Employer contributions of €4 million and direct pension payments of €18 million had been expected for the financial year 2025.
The following sensitivity analysis shows the change in present value of the pension and termination benefit obligations if one key parameter changes, while the other influences are maintained constant. In reality, it is rather unlikely that these influences do not correlate. The present value of the pension obligations for the sensitivities shown was calculated using the same method as for the actual present value of the pension obligations (projected unit credit method).
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 284
Notes to the Consolidated Financial Statements 2025
 
 
31.12.2025
31.12.2024
in € million
Change of assumption
in percentage points
or years
Pension plans
Termination benefits
Pension plans
Termination benefits
Present value of the obligations
 
318
33
377
39
Interest rate
+0.25
(7)
(1)
(9)
(1)
 
(0.25)
8
1
10
1
Salary increase
+0.25
0
1
1
1
 
(0.25)
0
(1)
(1)
(1)
Pension increase
+0.25
6
 
6
 
 
(0.25)
(5)
 
(7)
 
Life expectancy
+ 1 year
11
 
6
 
 
(1) year
(10)
 
(5)
 
These changes would have no immediate effect on the result of the period as remeasurement gains and losses are recorded in OCI without impact on profit or loss. The assumptions regarding the interest rate are reviewed semi-annually; all other assumptions are reviewed at the end of the year.
Other personnel provisions
in € million
31.12.2025
31.12.2024
Termination benefits
31
35
Service anniversary bonuses
18
20
Semi-retirements
3
4
Other personnel provisions
52
59
Provisions for termination benefits
The provision for termination benefits relates mainly to employees that joined an Austrian company before 1 January 2003 and are subject to a one-off lump-sum termination benefit under Austrian legislation. This is regarded as a post-employment benefit and accounted for consistently with pensions benefits described above.
Provisions for the Austrian termination benefits, which account for over 80.0% of the balance (2024: 83.0%) were based on the following measurement assumptions:
in %
31.12.2025
31.12.2024
Interest rate
4.0%
3.4%
Future salary increase
2.6%
3.4%
The interest rate for the measurement of termination benefit obligations in the Eurozone was determined taking into account the Company specific duration of the portfolio.
Provisions for termination benefits developed as follows:
in € million
2025
2024
Provisions for termination benefits at beginning of year
35
34
Current service cost
2
1
Interest cost
1
1
Remeasurement (gains)/losses
(4)
1
Benefits paid
(3)
(2)
Provisions for termination benefits at year-end
31
35
Payments for termination benefits are expected to amount to €1 million in the year 2026. In the previous year, the payments for termination benefits expected for 2025 amounted to €2 million.
285 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
The following remeasurement gains and losses were recognised in OCI:
in € million
2025
2024
Accumulated remeasurement losses at beginning of year
19
18
Remeasurement (gains)/losses
(4)
1
Accumulated remeasurement losses at year-end
15
19
At 31 December 2025 the average duration of termination benefit obligations amounted to 9.9 years (2024: 10.5 years).
Provisions for service anniversary bonuses
The measurement of provisions for service anniversary bonuses relating to employees in Austria and Germany is based on an interest rate of 4.0% (2024: 3.4%) in Austria and 4.0% (2024: 3.4%) in Germany and considers salary increases of 4.5% (2024: 5.1%) in Austria and 2.5% in Germany (2024: 2.5%).
Provisions for semi-retirement
The funded status of provisions for obligations to employees with semi-retirement contracts is shown in the table below:
in € million
31.12.2025
31.12.2024
Present value of semi-retirement obligations
4
5
Fair value of plan assets
(1)
(1)
Provisions for semi-retirement obligations
3
4
External plan assets are ring-fenced from all creditors and exclusively serve to meet semi-retirement obligations.
30.
Provisions
The development of provisions is shown in the tables below for 2025 and 2024:
in € million
Onerous/unfavourable contracts
Labour and civil contingencies
Demolition/disposal costs,
environmental damages
Restructuring costs
Deficit of emission certificates
Other
Total
31.12.2024
46
8
33
20
0
7
114
Currency translation
0
0
(1)
0
0
0
(1)
Reversals
(2)
(2)
(7)
0
0
(1)
(12)
Additions
2
3
6
12
43
5
71
Unwinding of discount
4
1
1
0
0
0
6
Use
(11)
(3)
(1)
(16)
0
(4)
(35)
Reclassifications
0
0
0
0
0
0
0
31.12.2025
39
7
31
16
43
7
143
non-current
27
7
29
0
0
0
63
current
12
0
2
16
43
7
80
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 286
Notes to the Consolidated Financial Statements 2025
in € million
Onerous/unfavourable contracts
Labour and civil contingencies
Demolition/disposal costs,
environmental damages
Restructuring costs
Other
Total
31.12.2023
67
11
30
9
9
126
Currency translation
(9)
(2)
(1)
0
0
(12)
Reversals
(6)
(3)
(2)
0
(3)
(14)
Additions
2
3
6
16
3
30
Unwinding of discount
5
1
1
0
0
7
Use
(13)
(2)
(1)
(5)
(3)
(24)
Reclassifications
0
0
0
0
1
1
31.12.2024
46
8
33
20
7
114
non-current
35
8
28
0
0
71
current
11
0
5
20
7
43
In November 2017, the Group sold a plant located in Oberhausen, Germany, in order to satisfy the conditions imposed by the European Commission in their approval of the merger of RHI Refractories and Magnesita. Under the terms, the Group remains obligated to provide raw materials at cost and recognised a provision for unfavourable contracts as part of the purchase price allocation to reflect the foregone profit margin. The non-current portion of this contract obligation amounts to €24 million as of 31 December 2025 (2024: €32 million) and the current portion to €10 million (2024: €9 million). In addition, provisions for other unfavourable contracts amount to €5 million (2024: €5 million), mainly in Türkiye and Europe.
The provision for labour and civil contingencies primarily comprises labour and civil litigation amounting to €7 million (2024: €8 million) arising mainly in Brazil.
The provision for demolition and disposal costs and environmental damages primarily includes provisions for the estimated costs of mining site restoration of several mines in Brazil amounting to €5 million (2024: €7 million), various sites in Europe amounting to €12 million (2024: €15 million) and in the USA amounting to €8 million (2024: €7 million).
Provisions for restructuring costs amounting to €16 million at 31 December 2025 (2024: €20 million) primarily consist of estimated benefit obligations to employees due to termination of employment and dismantling costs. €8 million (2024: €0 million) relates to the remaining redundancy costs at Wetro, Germany; €3 million (2024: €3 million) relates to the plant closure in Trieben, Austria; €3 million (2024: €1 million) pertains to the termination of employment as a result of the Group’s permanent SG&A headcount reduction; and €1 million (2024: €15 million) relates to the remaining redundancy costs at Mainzlar, Germany.
The provision for emission certificates includes the EUR equivalent of the expected deficit of emission certificates at the reporting date. The provision is measured based on the spot price of the emission certificates at the reporting date.
Other consists mainly of provisions for claims arising from warranties and other similar obligations from the sale of refractory products.
31.
Trade payables and other liabilities
in € million
31.12.2025
31.12.2024
Trade payables
440
455
Payables subject to supplier finance arrangements
137
117
Contract liabilities
36
59
Liabilities to employees
57
111
Taxes other than income tax
30
31
Capital expenditure payable
18
22
Payables from commissions
7
10
Other current liabilities
32
38
Trade payables and other current liabilities
757
843
thereof financial liabilities
615
619
thereof non-financial liabilities
142
224
287 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
Payables subject to supplier finance arrangements comprise a forfaiting liability of €38 million (31.12.2024: €53 million), a liability owed to a payment service provider of €45 million and a liability related to reverse factoring arrangements of €54 million (31.12.2024: €64 million). The payment terms of the forfaiting liability amount to 360 days, as agreed with the financial institution from the outset of the arrangement. Comparable payment terms of trade payables without a forfaiting arrangement are not available since the use of forfaiting arrangements is limited to sourcing raw materials in a specific region and the Group generally procures these raw materials by entering into forfaiting arrangements. The payment terms of payables subject to supplier finance arrangements other than the forfaiting arrangement lie within a range of 60 to 150 days while for comparable trade payables without supplier finance arrangements the payment terms lie within a range of 30 to 120 days. The carrying amount of payables subject to supplier finance arrangements of which suppliers have received payment from financial institutions or the payment service provider amounts to €120 million (31.12.2024: €98 million). Interest expenses of €1 million related to supplier finance arrangements were incurred in the reporting period which are presented within other net financial expenses. For certain supplier finance arrangements, the Group provides corporate parental guarantees as security to third parties from which the suppliers receive payment. These are disclosed as part of the Group’s contingent liabilities (see Note 38)).
Contract liabilities mainly consist of prepayments received on orders. In 2025 €59 million (2024: €65 million) revenue was recognised that was included in the contract liability balance at the beginning of the period.
The item liabilities to employees primarily consists of obligations for wages and salaries, payroll taxes and employee-related duties, performance bonuses, unused vacation and flexitime credits. The decrease in liabilities to employees is primarily driven by the reduction in bonuses and vacation accruals.
32.
Cash generated from operations
in € million
 
2025
2024
Profit after income tax
 
94
154
Adjustments for
 
 
 
income tax
 
34
46
depreciation
 
131
136
amortisation
 
52
39
impairment of property, plant and equipment and intangible assets
 
2
42
expense from financial assets excluding trade and other receivables
 
0
3
gains from the disposal of property, plant and equipment
 
0
(5)
losses/(gains) from the disposal of subsidiaries / foreign operations
 
1
(8)
net interest expense, interest rate derivatives and remeasurement of liabilities to fixed-term or puttable non-controlling interest
 
70
43
other non-cash changes
 
26
(10)
Changes in working capital
 
 
 
inventories
 
24
25
trade receivables
 
74
2
trade payables
 
7
83
contract liabilities
 
(22)
(5)
Changes in other assets and liabilities
 
 
 
other receivables and assets
 
3
7
provisions
 
(3)
(28)
other liabilities
 
(60)
(22)
Cash generated from operations
 
433
502
Income tax paid less refunds
 
(54)
(69)
Net cash flow from operating activities
 
379
433
Other non-cash changes include share-based payments of €3 million (2024: €9 million), net interest expenses for defined benefit obligations amounting to €11 million (2024: €12 million) and the unrealised portion of the net expense on foreign exchange effects amounting to €13 million (2024: the unrealised portion of the net income on foreign exchange effects of €31 million). Refer to Note (12) for details on the compositions of the net income or expense on foreign exchange effects.
33.
Net cash flow from financing activities
The reconciliation of movements of financial liabilities and assets to cash flows arising from financing activities for the current and the prior year is shown in the tables below:
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 288
Notes to the Consolidated Financial Statements 2025
 
 
Cash changes
 
Non-cash changes
 
in € million
31.12.2024
 
 
Changes in foreign exchange rates
Interest and other fair value changes
Reclassifications
Additions from initial consolidation
Additions and modifications of leases (IFRS 16)
31.12.2025
Borrowings
(1,750)
(34)
 
5
1
0
(8)
0
(1,786)
Lease liabilities
(77)
17
 
4
0
0
0
(8)
(64)
Cash and cash equivalents1)
576
(213)
 
(14)
0
0
6
0
355
Net debt
(1,251)
(230)
 
(5)
1
0
(2)
(8)
(1,495)
Liabilities to fixed-term or puttable non-controlling interests2)
(52)
4
 
4
9
7
(20)
0
(48)
1) The column Cash changes excludes cash acquired in business combinations, which is presented in column Additions from initial consolidation.
2) Refer to Note (28) for details.
 
 
Cash changes
 
Non-cash changes
 
in € million
31.12.2023
 
 
Changes in foreign exchange rates
Interest and other fair value changes
Reclassifications
Additions from initial consolidation
Additions and modifications of leases (IFRS 16)
31.12.2024
Borrowings
(1,949)
201
 
(1)
(1)
0
0
0
(1,750)
Lease liabilities
(70)
20
 
2
0
0
0
(29)
(77)
Cash and cash equivalents
704
(130)
 
2
0
0
0
0
576
Marketable securities
11
(10)
 
(1)
0
0
0
0
0
Net debt
(1,304)
81
 
2
(1)
0
0
(29)
(1,251)
Liabilities to fixed-term or puttable non-controlling interests1)
(87)
6
 
(2)
22
9
0
0
(52)
1)
Refer to Note (28) for details.
34.
Additional disclosures on financial instruments
The following tables show the carrying amounts and fair values per class of financial assets and liabilities as well as the allocation of the carrying amounts to the relevant measurement category.
in € million
Cash flow hedge
At fair value through profit or loss
At fair value through OCI
At amortised cost
Not a financial instrument
Book value as of 31.12.2025
Fair value as of 31.12.2025
Financial assets
 
 
 
 
 
 
 
Trade and other receivables
0
0
20
431
125
576
576
Cash and cash equivalents
0
0
0
355
0
355
355
Other financial assets
7
26
8
4
0
45
45
 
7
26
28
790
125
976
976
Financial liabilities
 
 
 
 
 
 
 
Trade payables and other liabilities
0
0
0
615
142
757
757
Borrowings
0
0
0
1,786
0
1,786
1,778
Lease liabilities
0
0
0
65
0
65
65
Other financial liabilities (excl. lease liabilities)
18
40
0
10
0
68
68
 
18
40
0
2,476
142
2,676
2,668
289 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
in € million
Cash flow hedge
At fair value through profit or loss
At fair value through OCI
At amortised cost
Not a financial instrument
Book value as of 31.12.2024
Fair value as of 31.12.2024
Financial assets
 
 
 
 
 
 
 
Trade and other receivables
0
0
46
487
127
660
660
Cash and cash equivalents
0
0
0
576
0
576
576
Other financial assets
25
19
7
8
0
59
59
 
25
19
53
1,071
127
1,295
1,295
Financial liabilities
 
 
 
 
 
 
 
Trade payables and other liabilities
0
0
0
619
224
843
843
Borrowings
0
0
0
1,750
0
1,750
1,737
Lease liabilities
0
0
0
77
0
77
77
Other financial liabilities (excl. lease liabilities)
9
38
0
15
0
62
62
 
9
38
0
2,461
224
2,732
2,719
Other financial assets comprise marketable securities, derivative financial assets, shares and other interests. Marketable securities, derivative financial assets and shares are recognised at fair value.
Borrowings and lease liabilities are carried at amortised cost. Other financial liabilities (excl. lease liabilities) comprise derivative financial liabilities and liabilities to fixed-term or puttable non-controlling interests. Derivative financial liabilities are recognised at fair value. Liabilities to fixed-term or puttable non-controlling interests based on a fixed consideration are recognised at amortised cost whereas those liabilities based on a variable consideration are recognised at fair value.
The carrying amount of lease liabilities and other financial liabilities (excl. lease liabilities) recognised at amortised cost approximate their fair value at the reporting date. Trade and other receivables, trade payables and other liabilities as well as cash and cash equivalents are predominantly short-term. Therefore, the carrying amounts of these items approximate their fair value at the reporting date. Fair value is defined as the amount for which an asset could be exchanged, or a liability settled, between market participants in an arm's length transaction on the day of measurement. When the fair value is determined it is assumed that the transaction in which the asset is sold or the liability is transferred takes place either in the main market for the asset or liability, or in the most favourable market if there is no main market. The Group considers the characteristics of the asset or liability to be measured which a market participant would consider in pricing. It is assumed that market participants act in their best economic interest.
The Group takes into account the availability of observable market prices in an active market and uses the following hierarchy to determine fair value:
Level 1:
Prices quoted in active markets for identical financial instruments.
Level 2:
Measurement techniques in which all important data used are based on observable market data.
Level 3:
Measurement techniques in which at least one significant parameter is based on non-observable market data.
The table below analyses the fair value of financial instruments held by the Group by measurement technique:
 
31.12.2025
31.12.20241)
in € million
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Assets
 
 
 
 
 
 
 
 
Other financial assets
12
19
0
31
12
28
0
40
Liabilities
 
 
 
 
 
 
 
 
Borrowings
0
1,778
0
1,778
0
1,737
0
1,737
Other financial liabilities (excl. lease liabilities)
0
20
48
68
0
10
52
62
1)
Restated.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 290
Notes to the Consolidated Financial Statements 2025
The fair value of securities and shares is based on price quotations at the reporting date (Level 1), where such quotations exist. In other cases, a valuation model (Level 3) would be used for such instruments with an exception if such instruments are immaterial to the Group, in which case cost serves as an approximation of fair value.
The fair value of interest derivatives in a hedging relationship (interest rate swaps) is determined by calculating the present value of future cash flows based on current yield curves taking into account the corresponding terms (Level 2).
The fair value of foreign currency derivative contracts corresponds to the market value of the forward exchange contracts and the embedded derivatives in open orders denominated in a currency other than the functional currency. These derivatives are measured using quoted forward rates that are currently observable (Level 2).
The fair value of commodity swaps for natural gas reflects the difference between the fixed contract price and the closing quotation of the natural gas price (EEX Base) as of the respective due date of the transaction. The closing price on the stock exchange is used as the input (Level 2).
The fair value of liabilities related to fixed-term or puttable non-controlling interests based on a variable consideration is measured at the present value of the expected redemption amount based on the relevant earnings measure and the current business plan of the respective company which is not observable (Level 3). The fair value of borrowings is only disclosed and corresponds to the present value of the discounted future cash flows using yield curves that are currently observable (Level 2).
No contractual netting agreement of financial assets and liabilities were in place as at 31 December 2025 and 31 December 2024.
Net results by measurement category in accordance with IFRS 9
The effect of financial instruments on the income and expenses recognised in 2025 and 2024 is shown in the following table, classified according to the measurement categories defined in IFRS 9:
in € million
2025
2024
Net gain from financial assets and liabilities measured at fair value through profit or loss
29
5
Net (loss) from financial assets and liabilities measured at amortised cost
0
(1)
The net gain from financial assets and liabilities measured at fair value through profit or loss includes income from securities and shares, income from the disposal of securities and shares, impairment losses and income from reversals of impairment losses, fair value gains and losses on the measurement of liabilities to fixed-term or puttable non-controlling interests, fair value gains and losses and realised results of derivative financial instruments outside the scope of hedge accounting.
The net loss from financial assets and liabilities measured at amortised cost includes changes in valuation allowances and losses incurred on the derecognition of financial assets.
Interest income resulting from financial assets measured at amortised cost amounts to €15 million (2024: €22 million) and interest expenses incurred on financial liabilities measured at amortised cost amounts to €87 million (2024: €76 million),
Other financial assets
Other financial assets consist of the following items:
 
31.12.2025
31.12.2024
in € million
Current
Non-current
Total
Current
Non-current
Total
Marketable securities and shares
0
21
21
0
20
20
Derivative financial assets
9
9
18
17
12
29
Restricted cash
0
4
4
0
8
8
Other interests
0
2
2
0
2
2
Other financial assets
9
36
45
17
42
59
The marketable securities and shares include €8 million (2024: €7 million) investment representing a minority stake in MCi Carbon Pty Ltd..
291 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
35.
Derivative financial instruments
Interest rate derivatives
The Group has concluded interest rate swaps and one interest rate collar to hedge the cash flow risk associated with financial liabilities carrying variable interest rates. The combination of the interest rate swaps, and the underlying variable interest debt instruments creates synthetic fixed interest debt instruments without exposure to variability in cash flows due to changes of interest rates. The combination of the interest rate collar and the underlying variable interest debt instruments limits the variability of the debt instruments’ cash flows due to changes of interest rates to a predetermined range. The Group has designated all interest rate swaps and the interest rate collar as hedging instruments with the variable interest cash flows of the underlying debt instruments as hedged items in individual hedging relationships recognised as cash flow hedges. The economic relationship between the hedging instrument and the hedged item is determined by comparing the critical terms (nominal value, currency, interest payment date, interest reset dates, etc.) of both items. If the critical terms of the hedging instrument and the hedged item are either the same or closely aligned an economic relationship is assumed to exist. The Group has established a hedge ratio of 1:1 and the cash flow changes of the underlying hedged items are balanced out by the cash flow changes of the hedging instruments. Potential hedge ineffectiveness could arise out of differences in critical terms between the hedging instruments and hedged items. Credit risk may affect hedge effectiveness. However, this risk is assessed to be very low as only international banks with high credit ratings are the counterparties to the hedging instruments.
The fair value of all interest rate derivatives was €3 million at the reporting date (2024: €6 million) and is shown in other non-current financial assets (liabilities) in the Consolidated Statement of Financial Position. For the reporting period of 2025, €2 million gain (2024: €6 million gain) has been recognised in OCI as fair value movements of the hedging instrument and €4 million (2024: €18 million) has been reclassified from OCI to profit or loss and recognised within other net financial expenses reflecting the settlement of the hedging instrument when interest on the underlying debt instrument is paid. No ineffectiveness has been recognised in the Consolidated Statement of Profit or Loss.
The financial effect of the hedged item and the hedging instrument for the year 2025 and 2024 is shown as follows:
in € million
Carrying amount
Statement of Financial Position
Change in fair value recognised in Other Comprehensive Income
Nominal amount
2025
3
Other non-current
financial assets (liabilities)
2

EUR 1,172 million
2024
6
Other non-current
financial assets (liabilities)
6

EUR 1,052 million
in € million
Cash flow hedge reserve within Equity
Balance net of deferred tax
2025
3
3
2024
6
5
Commodity swaps
In order to hedge the cash flow risk associated with commodity price of gas and oil, the Group has entered into financial commodity swaps. The Group has designated all commodity swaps as hedging instruments with expected purchases of commodities used in production as hedged items in individual hedging relationships recognised as cash flow hedges. The economic relationship between the hedged item and the hedging instrument is deemed upfront based on the expectations that the values of the hedged item and the hedging instrument will typically move in opposite directions in response to the hedged risk determined by comparing the critical terms (nominal value, currency, commodity purchase date, commodity swaps settlement dates, etc.) of both items. If the critical terms of the hedging instrument and the hedged item are either the same or closely aligned an economic relationship is assumed to exist. The Group has established a hedge ratio of 1:1 and the cash flow changes of the underlying hedged items are balanced out by the cash flow changes of the hedging instruments. Potential hedge ineffectiveness could arise out of differences in critical terms between the hedging instruments and the hedged items. For oil hedges a source of potential ineffectiveness is different but similar underlying (crude oil vs fuel oil). Credit risk may affect hedge effectiveness. However, this risk is assessed to be very low as only international banks with high credit ratings are the counterparties to the hedging instruments.
The fair value of all commodity swaps was negative €15 million at the reporting date and is shown in other non-current and current financial assets (liabilities) in the Consolidated Statement of Financial Position. For the reporting period of 2025, a €16 million loss has been recognised in OCI as fair value movements of the hedging instrument and €4 million has been removed from cash flow hedge reserve and included directly in the carrying amount of the inventory reflecting the net settlement of the hedging instrument when the underlying inventory is purchased. No ineffectiveness has been recognised in the Consolidated Statement of Profit or Loss.
The financial effect of the hedged items and the hedging instruments for the year 2025 is shown as follows:
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 292
Notes to the Consolidated Financial Statements 2025
in € million
Carrying amount
Statement of Financial Position
Change in fair value recognised in Other Comprehensive Income
Nominal amount
2025
(15)
Other current and non-current
financial assets (liabilities)
(16)
Gas 2,242 GWh
Oil 447,930 bbl
Power 192 GWh
2024
(3)
Other current and non-current
financial assets (liabilities)
8
Gas 1,141 GWh
Oil 700,297 bbl
Power 30 GWh
in € million
Cash flow hedge reserve within Equity
Balance net of deferred tax
2025
(15)
(11)
2024
(3)
(2)
The average commodity prices hedged by the commodity swaps derivatives are as follows:
 
 
 
31.12.2025
Hedging instrument
 
up to 1 year
1 to 5 years
Commodity swaps - gas
Notional amount (Gwh)
530
1,712
 
Average hedged price per MWh
41.66
28.35
Commodity swaps - oil
Notional amount (bbl)
296,431
151,499
 
Average hedged price per bbl
73.07
65.81
Commodity swaps - power
Notional amount (Gwh)
73
119
 
Average hedged price per MWh
85.23
68.64
 
 
 
31.12.2024
Hedging instrument
 
up to 1 year
1 to 5 years
Commodity swaps - gas
Notional amount (Gwh)
214
1,322
 
Average hedged price per MWh
53.15
34.93
Commodity swaps - oil
Notional amount (bbl)
346,342
277,691
 
Average hedged price per bbl
75.14
73.47
Commodity swaps - power
Notional amount (Gwh)
 
117
 
Average hedged price per MWh
 
72.10
CO2 certificate forward purchase contracts
CO2 certificate forward purchase contracts are entered into to reduce the Group’s cash flow exposure to fluctuations in price of CO2 certificates. They are accounted for as financial derivatives, as the requirements for the own-use exemption were not met. Hedge accounting is not applied to these economic hedges.
As of 31 December 2025, the nominal volume of CO2 certificate forward purchase contracts amounts to 874 thousand EUAs, with a positive fair value of €11 million, which is presented in other non-current and current financial assets in the Consolidated Statement of Financial Position.
Forward exchange contracts
Foreign exchange forward contracts are entered into to reduce the Group’s cash flow exposure to currency movements based on the internal risk assessment and analysis conducted. Hedge accounting is not applied to these economic hedges.
The nominal value and fair value of forward exchange contracts as of 31 December 2025 are shown in the table below:
293 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
 
 
31.12.2025
Purchase
Sale
Nominal in
Nominal value
in million
Fair value
in € million
BRL
EUR
EUR
8
0
CLP
USD
USD
27
0
USD
INR
USD
14
0
USD
VND
USD
18
0
GBP
EUR
GBP
21
0
MXN
USD
USD
15
0
CAD
USD
CAD
29
0
EUR
ZAR
EUR
10
0
CNY
USD
USD
22
0
EUR
INR
EUR
23
0
CZK
EUR
EUR
4
(1)
Forward exchange contracts
 
 
(1)
The nominal value and fair value of forward exchange contracts as of 31 December 2024 are shown in the table below:
 
 
31.12.2024
Purchase
Sale
Nominal in
Nominal value
in million
Fair value
in € million
MXN
USD
MXN
420
0
EUR
USD
USD
75
0
USD
INR
USD
15
0
EUR
ZAR
ZAR
175
0
USD
BRL
USD
7
0
CLP
USD
USD
17
0
EUR
INR
EUR
26
0
CZK
EUR
EUR
11
(1)
Forward exchange contracts
 
 
(1)
At the time of signing the share purchase agreement for the acquisition of the Resco Group, RHI Magnesita entered into a deal contingent forward exchange contract (‘deal contingent forward’) with a nominal value of $360 million to hedge the EUR equivalent of the USD cash outflow related to this acquisition against potential variability due to changes in the USD/EUR exchange rate. The related hedge was accounted for as a cash flow hedge. In terms of its structure, the deal contingent forward is a ‘plain vanilla’ forward exchange contract buying USD and selling EUR at a fixed exchange rate, whose settlement is conditional on the successful closing of the acquisition, providing protection against USD/EUR exchange rate movements until the acquisition closed. When the business combination was closed, the forward exchange contract was settled as it would usually be on the closing date of the acquisition, by applying an off market forward exchange rate at the closing date. However, had closing failed, the rights and obligations associated with the forward exchange contract would have disappeared at no cost and there would have been no obligation for the Group and the counterparty to settle it, which would have allowed the Group to exit the forward contract at zero cost. The disappearance of the forward exchange contract’s rights and obligations in a scenario where closing would have failed is referred to as a ‘knock-out’ feature.
The method for assessing hedge effectiveness applied for commodity hedges is applied analogously to this hedging relationship. The main source of hedge ineffectiveness is the ‘knock-out’ feature embedded in the deal contingent forward, which does not exist in the hedged item.
The settlement of the deal contingent forward exchange contract at the acquisition date resulted in a realised gain of €13 million (refer to Note (40) for details).
36.
Financial risk management
Financial risks are incorporated in the Group’s corporate risk management framework and are centrally controlled by Corporate Treasury.
None of the following risks have a significant influence on the going concern premise of the Group.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 294
Notes to the Consolidated Financial Statements 2025
Credit risks
The maximum credit risk from recognised financial assets amounts to €851 million (2024: €1,168 million) and is primarily related to investments with banks and receivables due from customers.
The credit risk with banks related to investments (especially cash and cash equivalents) is reduced as business transactions are only carried out with prime financial institutions with a good credit rating. Individual counterpart exposures limits are assigned to each financial institution based on a matrix composed of the credit rating (S&P or Moody’s) and balance sheet assets.
Trade receivables are hedged as far as possible through credit insurance and collateral arranged through banks (guarantees, letters of credit) in order to mitigate credit and default risk. Credit and default risks are monitored continuously, and valuation allowance are recognised for risks that have occurred and are identifiable.
The credit exposure from trade receivables and contract assets, which is partially hedged by existing credit insurance and letters of credit, is shown in the following table:
in € million
31.12.2025
31.12.2024
Trade receivables and contract assets - gross
451
533
Credit insurance and letters of credit
(196)
(258)
Trade receivables and contract assets - net
255
275
The movement in the valuation allowance in respect of trade receivables and contract assets during the year and the previous year was as follows:
 
2025
2024
in € million
Individually assessed -
credit impaired
Collectively assessed -
not credit impaired
Individually assessed -
credit impaired
Collectively assessed -
not credit impaired
Accumulated valuation allowance at beginning of year
47
1
52
1
Currency translation
(1)
0
(2)
0
Additions initial consolidation
0
0
0
0
Addition
1
0
3
0
Use
(3)
0
(2)
0
Reversal
(2)
0
(4)
0
Accumulated valuation allowance at year-end
42
1
47
1
For trade receivables and contract assets, for which no objective evidence of impairment exists, lifetime expected credit losses have been calculated using a provision matrix as shown below. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due.
295 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
in € million
Trade receivables and contract assets
31.12.2025
not past due
less than 30 days
more than 31 days
Collectively assessed -
not credit impaired
Individually assessed -
credit impaired
Total
Expected credit loss rate in %
0.03 - 0.47%
0.08-1.07%
0.57 - 85.33%
 
 
 
Gross carrying amount invoiced
305
19
9
333
106
439
Lifetime expected credit loss
(1)
0
0
(1)
 
(1)
Valuation allowance - credit impaired
 
 
 
 
(42)
(42)
Carrying amount with either expected credit loss or incurred loss allowance
 
 
 
 
 
396
Carrying amount without expected credit loss or incurred loss allowance
 
 
 
 
 
55
Total trade receivables and contract assets
 
 
 
 
 
451
in € million
Trade receivables and contract assets
31.12.2024
not past due
less than 30 days
more than 31 days
Collectively assessed -
not credit impaired
Individually assessed -
credit impaired
Total
Expected credit loss rate in %
0.03 - 0.54%
0.09-1.24%
0.77 - 85.52%
 
 
 
Gross carrying amount invoiced
372
25
19
416
122
538
Lifetime expected credit loss
(1)
0
0
(1)
 
(1)
Valuation allowance - credit impaired
 
 
 
 
(47)
(47)
Carrying amount with either expected credit loss or incurred loss allowance
 
 
 
 
 
490
Carrying amount without expected credit loss or incurred loss allowance
 
 
 
 
 
43
Total trade receivables and contract assets
 
 
 
 
 
533
Liquidity risk
Liquidity risk refers to the risk that financial obligations cannot be met when due. The Group’s financial policy is based on long-term financial planning and is centrally controlled and monitored continuously at the Group. The liquidity requirements resulting from budget and medium-term planning are secured by concluding appropriate financing agreements. As of 31 December 2025, the Group has a committed RCF of €600 million, which was unutilised (2024: committed RCF was €600 million and was also unutilised). The RCF is a syndicated facility with multiple international banks and matures in 2028. The liquidity of the Group’s subsidiaries is managed regionally but with central steering. Access to liquidity and optimised cash levels is ensured by Corporate Treasury, which supports business needs and lowers borrowing costs. Refer to Note (27) for a description of the consequences if debt covenants embedded in loan agreements are breached. Refer to Note (4) for a description of the potential impacts on the finance costs of ESG-linked loans if the Group's ESG rating gets downgraded.

RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 296
Notes to the Consolidated Financial Statements 2025
Non-derivative financial liabilities
An analysis of the terms of non-derivative financial liabilities based on undiscounted cash flows including the related interest payments shows the following expected cash outflows:
 
 
 
Remaining term
in € million
Carrying amount 31.12.2025
Cash
outflows
up to 1 year
1 to 5 years
over 5 years
Borrowings
 
 
 
 
 
fixed interest
249
272
75
191
6
variable interest
1,533
1,649
410
1,237
2
Other financial liabilities
6
6
1
5
0
Lease liabilities
64
77
17
38
22
Liabilities to fixed-term or puttable non-controlling interests
48
95
5
7
83
Trade payables and other liabilities
615
615
615
0
0
Non-derivative financial liabilities
2,515
2,714
1,123
1,478
113
 
 
 
Remaining term
in € million
Carrying amount 31.12.2024
Cash
outflows
up to 1 year
1 to 5 years
over 5 years
Borrowings
 
 
 
 
 
fixed interest
403
417
157
252
8
variable interest
1,337
1,466
167
1,269
30
Other financial liabilities
10
10
1
9
0
Lease liabilities
77
87
19
41
27
Liabilities to fixed-term or puttable non-controlling interests
52
84
7
27
50
Trade payables and other liabilities
619
619
619
0
0
Non-derivative financial liabilities
2,498
2,683
970
1,598
115
Derivative financial instruments
The remaining terms of derivative financial instruments as of 31 December 2025 and 31 December 2024 are shown in the tables below:
 
 
 
Remaining term
in € million
Carrying amount 31.12.2025
Cash flows
up to 1 year
1 to 5 years
Receivables from derivatives with net settlement
 
 
 
 
Interest rate swaps
6
6
3
3
Commodity swaps
1
1
0
1
CO2 certificate forward purchase contracts
11
11
8
3
Liabilities from derivatives with net settlement
 
 
 
 
Commodity swaps
16
16
10
6
Derivatives in open orders
1
1
1
0
Interest rate derivatives
2
2
2
0
Forward exchange contracts
1
1
1
0
297 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
 
 
 
Remaining term
in € million
Carrying amount 31.12.2024
Cash flows
up to 1 year
1 to 5 years
Receivables from derivatives with net settlement
 
 
 
 
Interest rate swaps
10
10
0
10
Commodity swaps
2
2
0
2
Forward exchange contracts
14
14
14
0
Derivatives in open orders
3
3
3
0
Liabilities from derivatives with net settlement
 
 
 
 
Commodity swaps
5
5
2
3
Interest rate derivatives
4
4
0
4
Forward exchange contracts
1
1
1
0
Foreign currency risks
Foreign currency risks arise where business transactions (operating activities, investments, financing) are conducted in a currency other than the functional currency of a company. They are monitored at Group level and analysed with respect to hedging options. Usually, the net position of the Group in the respective currency serves as the basis for decisions regarding the use of hedging instruments.
Foreign currency risks arise in financial instruments which are denominated in a currency other than the functional currency and are monetary in nature. These include trade receivables and payables, cash and cash equivalents as well as financial liabilities as shown in the Consolidated Statement of Financial Position. Investments in equity instruments are not of a monetary nature, and therefore not linked to a foreign currency risk in accordance with IFRS 7 ‘Financial Instruments: Disclosures’.
The majority of foreign currency financial instruments in the Group result from operating activities and intragroup financing transactions.
The following table shows the foreign currency positions in the Group’s major currencies as of 31 December 2025 and 31 December 2024:
31.12.2025 in € million
USD
EUR
TRY
ZAR
GBP
Other
Total
Financial assets
494
59
18
12
3
14
600
Financial liabilities
(463)
(44)
(5)
0
(29)
(9)
(550)
Net foreign currency position
31
15
13
12
(26)
5
50
31.12.2024 in € million
USD
EUR
ZAR
TRY
Other
Total
Financial assets
579
82
11
22
15
709
Financial liabilities
(426)
(44)
0
(6)
(20)
(496)
Net foreign currency position
153
38
11
16
(5)
213
The disclosures required by IFRS 7 for foreign exchange risks include a sensitivity analysis that shows the effects of hypothetical changes in the relevant risk variables on profit or loss and equity. The relevant risk variables are the financial assets and financial liabilities recognised on the reporting date that are denominated in a currency other than the functional currency of the respective reporting entity. The effects on a particular reporting period are determined by applying the hypothetical changes in these risk variables to the financial instruments held by the Group as of the reporting date. It is assumed that the positions on the reporting date are representative for the entire year. The sensitivity analysis does not include the foreign exchange differences that result from translating the net asset positions of the group companies with a functional currency other than Euro into the Group’s reporting currency, the Euro.

RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 298
Notes to the Consolidated Financial Statements 2025
A 10% appreciation or devaluation of the relevant functional currency against the following major currencies as of 31 December 2025 would have had the following effect on profit or loss and equity (both excluding income tax):
 
Appreciation of 10%
Devaluation of 10%
31.12.2025 in € million
(Loss)/gain
Equity
Gain/(loss)
Equity
USD
(3)
(2)
3
2
EUR
(1)
4
1
(4)
TRY
(1)
(1)
1
1
ZAR
(1)
(1)
(3)
(3)
GBP
2
2
1
1
Other currencies
(4)
1
5
(1)
A 10% appreciation or devaluation of the relevant functional currency against the following major currencies as of 31 December 2024 would have had the following effect on profit or loss and equity (both excluding income tax):
 
Appreciation of 10%
Devaluation of 10%
31.12.2024 in € million
(Loss)/gain
Equity
Gain/(loss)
Equity
USD
(14)
(14)
17
17
EUR
(3)
1
4
(1)
ZAR
(1)
(1)
1
1
TRY
(1)
(1)
2
2
Other currencies
0
0
(1)
(1)
The effect in equity also includes the foreign exchange effects related to certain intragroup monetary assets and liabilities recorded directly in OCI (refer to Note (3) for details.
Interest rate risks
The interest rate risk in the Group is primarily related to debt instruments carrying variable interest rates, which may lead to fluctuations in results and cash flows. At 31 December 2025, one interest rate collar with a nominal value of €180 million (2024: €180 million) and interest rate swaps with a nominal value of €992 million (2024: €872 million) existed with the interest rate swaps converting the variable interest rate of the hedged debt instrument into a fixed interest rate. Further information is provided in Note (35).
The exposure to interest rate risks is presented through sensitivity analysis in accordance with IFRS 7. This analysis shows the effects of changes in market interest rates on interest payments, interest income and interest expense and on equity.
The Group measures fixed interest financial assets and financial liabilities at amortised cost and did not use the fair value option - a hypothetical change in the market interest rates for these financial instruments at the reporting date would have had no effect on profit and loss or equity.
Changes in market interest rates on debt instruments designated as cash flow hedges to protect against interest rate-related payment fluctuations within the scope of hedge accounting have an effect on equity and are therefore included in the equity-related sensitivity analysis. If the market interest rate as of 31 December 2025 had been 25 basis points higher or lower, equity would have been €2 million (2024: €2 million) higher or lower considering tax effects.
Changes in market interest rates have an effect on the interest result of primary variable interest debt instruments whose interest payments are not designated as hedged items as a part of cash flow hedge relationships against interest rate risks and are therefore included in the calculation of the result-related sensitivities. If the market interest rate as of 31 December 2025 had been 25 basis points higher or lower, the interest result would have been €1 million (2024: €0 million) lower or higher.
Commodity price risk
The Group manages its exposure to commodity prices, namely gas and electricity purchases in Europe, by entering into forward fixed price take or pay contracts with various suppliers to mitigate and reduce the impact of price volatility and secure the energy supply for its production process. These contracts are mainly accounted for as executory contracts as the commodities purchases are for own use purposes. The Group’s Energy Risk policy sets out thresholds for fixing quantities based on the expected usage which is usually over a five-year period with lower levels of forward purchases in the outer years.
299 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
In line with the above strategy, the Group may also enter into financial commodity swap contracts to fix prices for expected purchases not covered by the fixed price take or pay contracts within the overall defined thresholds. Further information is provided under Note (35).
Other market price risk
The Group holds certificates in an investment fund amounting to €12 million (2024: €12 million) in order to provide the legally required coverage of net employee defined benefit liabilities of its Austrian subsidiaries. The market value of these certificates is influenced by fluctuations of the worldwide volatile stock and bond markets.
37.
Capital management
The objectives of the capital management strategy of the Group are to continue as a going concern and to provide a capital base from which to finance growth and investments, to service debt, and to increase shareholders value, including the payment of dividends to shareholders.
The Group manages its capital structure through careful monitoring and assessment of the overall economic framework conditions, credit, interest rate and foreign exchange risks and the requirements and risks related to operations and strategic projects.
 
31.12.2025
31.12.20241)
Net debt excluding lease liabilities (in € million)2)
1,431
1,174
Net gearing ratio (in %)
122.3%
85.6%
Net debt excluding lease liabilities to Pro Forma Adjusted EBITDA
2.81x
2.16x
1)
Restated.
2)
Further information is provided under Note (33).
Net debt, which reflects borrowings and lease liabilities net of cash and cash equivalents, and short-term marketable securities held for trading, is managed by Corporate Treasury. The main task of the Corporate Treasury department is to execute the capital management strategy, secure liquidity to support business operations on a sustainable basis, use banking and financial services efficiently and limit financial risks while at the same time optimising earnings and costs.
The net gearing ratio is the ratio of net debt excluding lease liabilities to total equity.
The calculation of the leverage ratios (including the debt covenant) is presented in the following table.
in € million
31.12.2025
31.12.20241)
EBIT
223
242
Amortisation
52
40
Depreciation
131
136
Restructuring expenses
44
24
Other income and expenses
54
101
Adjusted EBITDA
504
543
Pro forma full year contributions from business combinations
5
1
Pro Forma Adjusted EBITDA
509
544
 
 
 
Total debt
1,786
1,750
Lease liabilities
64
77
Less: Cash and cash equivalents
355
576
Net debt
1,495
1,251
 
 
 
Net debt excluding IFRS 16 lease liabilities
1,431
1,174
 
 
 
Net debt excluding lease liabilities to Pro Forma Adjusted EBITDA
2.81x
2.16x
Net debt to Pro Forma Adjusted EBITDA
2.94x
2.3x
1)
Restated.
In both 2025 and the previous reporting period, the Group complied with the debt covenant of the Group’s principal borrowing facilities (refer to Note (27)). The Group has sufficient liquidity headroom within its committed debt facilities.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 300
Notes to the Consolidated Financial Statements 2025
Alternative Performance Measures (APMs) are non-IFRS measures which enable investors and other readers to review alternative measurements of financial performance, but they should not be used in isolation from the main financial statements. The APMs used in the Consolidated Financial Statements are Adjusted EBITDA, Pro Forma Adjusted EBITDA and Adjusted EBITA. They are all derived from EBIT, a non-IFRS measure that is presented as a subtotal in the Consolidated Statement of Profit or Loss and consists of gross profit plus other income and less selling, general & administrative expenses, research & development expenses, amortisation of intangible assets, restructuring expenses and other expenses, as presented in the Consolidated Statement of Profit or Loss. The Executive Management Team and Directors use Adjusted EBITDA and Adjusted EBITA internally to assess the underlying performance of the Group. Adjusted EBITDA is defined as EBIT before amortisation of intangible assets, depreciation of property, plant and equipment, and excluded items. Excluded items are other income (see Note (7)), other expenses (see Note (8)) and restructuring expenses (see Note (6)) as reflected in the Consolidated Statement of Profit or Loss, which are non-recurring in nature and not reflective of the underlying operational performance of the business. Adjusted EBITA is determined consistently with Adjusted EBITDA, but includes depreciation expense of property, plant and equipment to reflect the wear and tear cost and future replacement of productive assets on the Group. Pro Forma Adjusted EBITDA is a key input for the measurement of the debt covenant of the Group’s principal borrowing facilities and is determined consistently with Adjusted EBITDA but includes the contribution to Adjusted EBITDA of refractory businesses acquired in the twelve months period ended 31.12.2025 and 31.12.2024 before they were controlled by the Group. This contribution represents the part that completes the Adjusted EBITDA of the acquired business over twelve months.
38.
Contingent liabilities
Contingent liabilities from warranties, performance guarantees and other guarantees amounted to €72 million as of 31 December 2025 (31.12.2024: €78 million) and have a remaining term of between one and five years.
Uncertain tax treatments
The calculation of income taxes is based on the tax laws applicable in the individual countries in which the Group operates. Due to their complexity, the local finance authorities may interpret tax cases differently than management. Different interpretations may affect the expected timing and amount of the tax related contingent liabilities disclosed below.
The Group is continually adapting its global presence to improve customer service and maintain its competitive advantage; accordingly, it leads to discussions with tax authorities about, e.g., transfer of functions and related profit between related parties and potentially exit taxation. In this regard, disputes may arise, in cases where management’s understanding differs from the positions of the local authorities. In such cases, where an appeal is available, management’s judgements are based on a likely outcome approach, taking into consideration advice from professional firms and previous experience when assessing the risks.
The Group is party to several tax proceedings in Brazil which involve estimated contingent liabilities amounting to €143 million (2024: €117 million) with a remaining term of at least five years. These tax proceedings are as follows:
Income Tax relating to historical corporate transactions
There are three proceedings in which Brazilian Federal Tax Authorities issued tax assessments which rejected the deduction of goodwill generated in two corporate transactions that were undertaken in 2007 and 2008, for Corporate Income Taxes. The tax authorities issued assessments arguing that such transactions cannot generate deductions as they do not fulfil the requirements provided by law. Those three proceedings ended in administrative courts in 2024. The Group is challenging the remaining amounts at the judicial courts level. The proceedings are expected to last at least five years. The tax cash exposure as of 31 December 2025 is €36 million (31.12.2024: €33 million). Such exposure is limited to the fiscal tax years up to 2018, at which stage all available goodwill tax deductions had been made.
Corporate income and other taxes
There are several tax assessments in Brazil mainly relating to: offsetting federal tax payables and receivables, social security contributions, and offsetting certain federal tax debts with corporate income tax credits. In addition, the Company is subject to an administrative review by the Brazilian Federal Revenue Service regarding the offsetting of PIS and COFINS (social security contributions) credits related to prior periods; the assessment of the maximum potential exposure is €16 million. The potential risks of these tax assessments amount to €78 million (31.12.2024: €57 million).
Royalties
The Group is party to 38 proceedings where the Brazilian Mining Authorities (“ANM”) challenged the criteria used for calculating and paying the Financial Compensation for Exploration of Mineral Resources (“CFEM”), which are mining royalties payable by every mining company. The authorities disputed the basis of production costs estimates used in the determination of the royalties that are payable. The claims relate to fiscal years up to 2017, following which the legislation for royalties was changed. The Group continues to challenge ANM assessments. Most of the procedures are ongoing within the ANM administrative courts. Final decisions of the first cases are expected within four to five years. As of 31 December 2025, the potential risk amounts to €29 million including interest and penalties (2024: €28 million).
301 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
39.
Independent Auditor’s remuneration
in € million
2025
2024
Fees in respect of the audit of the Consolidated and Parent Company Financial Statements1)
(1)
(1)
Other audit fees, in respect of subsidiaries' audit, to PwC network firms
(2)
(2)
Total audit fees
(3)
(3)
Other non-audit services1)2)
(1)
(1)
Total fees
(4)
(4)
1)
Total fees to PricewaterhouseCoopers Accountants N.V. totalled €2 million (2024: €1 million).
2)
Other non-audit services mainly include Interim review fees of €0.3 million (2024: €0.3 million) and fees for limited assurance on Sustainability Statement of €0.5 million (2024: €0.3 million).
40.
Business Combinations
Acquisition of the Resco Group
In March 2024, the Group signed a share purchase agreement to acquire 100% of the shares of Balmoral Refractories Holdings, Inc., USA, and its six wholly owned subsidiaries, together “the Resco Group”. The acquisition was closed on 28 January 2025, which is the acquisition date.
The Resco Group is a producer of shaped and unshaped refractories, including products for use in the petrochemical, cement, aluminium, and steel making industries. It operates seven plants and two raw material sites in the US and two plants in the United Kingdom and Canada.
The acquisition of the Resco Group aims to increase RHI Magnesita's local production in the US and Canada by transferring significant production volumes from non-US plants to the Resco Group's production facilities in the US, thereby improving supply chain security, reducing production lead times and stabilising working capital. In addition, this acquisition continues RHI Magnesita's strategic growth trajectory in alumina-based refractories by providing US customers with an enhanced product offering. Moreover, synergies are expected to be generated through supply chain improvements, production network optimisation, working capital reduction, logistics efficiencies, supply integration, technology transfer, increased recycling opportunities and procurement savings. The Resco Group mainly forms part of the North America reportable segment.
The cash consideration amounts to $283 million (€271 million). Additionally, RHI Magnesita repaid borrowings and liabilities for acquisition-related costs totalling $129 million (€122 million) on behalf of the Resco Group and acquired cash amounting to $3 million (€3 million) on closing of the acquisition. Thus, the net cash outflow related to the acquisition amounts to $409 million (€390 million). Of this amount, $48 million (€44 million) was paid in 2024, and the remainder of $361 million (€346 million) was paid in 2025.
At the time of signing the share purchase agreement, RHI Magnesita entered into a deal contingent forward exchange contract (‘deal contingent forward’) with a nominal value of $360 million to hedge the EUR equivalent of the USD cash outflow related to this acquisition against potential variability due to changes in the USD/EUR exchange rate. The related hedge was accounted for as a cash flow hedge. The settlement of the deal contingent forward exchange contract at the acquisition date resulted in a realised gain of €13 million which reduces the consideration transferred to the seller and thus goodwill, in accordance with the cash flow hedge accounting requirements.
The transaction costs incurred for this acquisition amounted to €16 million. Of this amount, €14 million were expensed in 2024 and the remainder was expensed in 2025.
The fair value adjustments of assets and liabilities based on the final purchase price allocation as a result of the acquisition are the following:
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 302
Notes to the Consolidated Financial Statements 2025
in € million
book value
fair value adjustments
(adjusted) value
Property, plant and equipment
64
(10)
54
Goodwill from previous acquisition
14
(14)
0
Intangible Assets: customer relationships
0
183
183
Intangible Assets: trade names
5
19
24
Intangible Assets: technology
1
5
6
Intangible Assets: mining rights
13
(1)
12
Inventories
48
(6)
42
Trade and other receivables
33
0
33
Cash and cash equivalents
3
0
3
Total assets acquired
181
176
357
Deferred tax liabilities
3
36
39
Borrowings
90
0
90
Other financial liabilities
4
(3)
1
Provisions and net defined benefit liabilities
4
3
7
Trade and other liabilities
60
1
61
Total liabilities assumed
161
37
198
Net identifiable assets acquired
20
139
159
Goodwill
 
 
99
Net consideration
 
 
258
 
 
 
 
Consideration transferred to seller
 
 
271
less: gain on deal contingent hedge
 
 
(13)
Net consideration
 
 
258
The customer relationships were measured using the multi-period excess earnings method. Under this method, the fair value of the customer relationships is calculated by determining the present value of earnings after tax attributable to the acquired companies’ existing customers. The customer relationships attributable to Steel customers are amortised over the estimated useful life of 12 years, while the customer relationships attributable to Industrial customers are amortised over the estimated useful life of 10 years. The trade names were measured using the relief-from-royalty method. Under this method, the fair value of the trade names corresponds to the present value of the hypothetical royalty payments that a company would have to pay if it did not own the trade names. The trade names are amortised over the estimated average useful life of 20 years.
The negative fair value adjustment to property, plant and equipment shown in the table above includes a loss of €7 million incurred by RHI Magnesita on the sale of a plant of the Resco Group to a third-party at fair value shortly after the acquisition date. The loss represents the difference between the book value of the net assets attributable to this sold plant and the lower sale proceeds. This loss, net of tax, effectively increased goodwill and therefore did not affect profit after income tax of 2025.
The goodwill recognised as a result of this acquisition is attributable to the synergies mentioned above and is not expected to be deductible for tax purposes.
From the acquisition date to 31 December 2025, the Resco Group contributed €184 million of revenue, €25 million of Adjusted EBITA and €0.1 million of profit after income tax.
Acquisition of BPI RHIM LLC
In June 2025, the Group signed a share purchase agreement stipulating its acquisition of 51% of the shares of BPI RHIM LLC, USA. The acquisition was closed on 21 August 2025, which is the acquisition date.
BPI RHIM LLC is a US based company engaged in minerals processing recycling of refractory products respectively, including refractory raw materials and specialty products for steel, foundry, aluminum, cement, and other high-temperature industries. The acquisition is expected to contribute to reaching RHIM’s target recycling rate of 20% by 2030. In addition, the acquisition will further strengthen the local presence of RHIM in the US with the expectation to unlock attractive potential synergies primarily through the internal use and sale of recycled raw materials. BPI RHIM LLC forms part of the North America reportable segment.
303 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
The preliminary cash consideration amounts to $21 million (€18 million) subject to post-closing adjustments related to working capital and net debt. Considering the acquired cash amounting to $3 million (€2 million) on closing of the acquisition, the net cash outflow related to the acquisition amounts to $18 million (€16 million).
At the time the Consolidated Financial Statements were authorised for issue, the initial consolidation was incomplete because the measurement of assets and liabilities in accordance with IFRS Accounting Standards has not yet started.
The assets acquired and liabilities assumed, both measured at book value, as well as the preliminary purchase price allocation as a result of the acquisition are presented in the following table:
in € million
book value
Property, plant and equipment
16
Inventories
14
Trade and other receivables
5
Cash and cash equivalents
2
Total assets acquired
37
Borrowings
5
Trade and other liabilities
4
Total liabilities assumed
9
Net identifiable assets acquired
28
Less: Non-controlling interests
(14)
Goodwill
4
Consideration transferred
18
The amounts recognised for the acquired assets and liabilities on the closing date and the resulting goodwill are preliminary and subject to adjustment for a period of one year from the closing date as allowed under the accounting standards. On finalisation of the purchase price allocation, adjustments, including tax impacts, if any, will be reflected against goodwill. The initial accounting for this acquisition including the purchase price allocation is expected to be finalised in the first half of 2026.
The preliminary goodwill recognised as a result of this acquisition is attributable to the synergies mentioned above and is not expected to be deductible for tax purposes.
The Group recognises non-controlling interests for this acquisition measured at the present ownership instruments’ proportionate share in the net assets of BPI RHIM LLC. These were derecognised to zero in line with the Group’s accounting policy related to fixed-term or puttable non-controlling interests, see Note (3).
From the acquisition date to 31 December 2025, BPI RHIM LLC contributed €11 million of revenue, €1 million of Adjusted EBITA and €0.5 million of profit after income tax. Had BPI RHIM LLC been acquired on 1 January 2025, it would have contributed €26 million of additional revenue, €2 million of additional Adjusted EBITA and €1.3 million of additional profit after income tax.
According to the collaboration agreement signed by the shareholders of BPI RHIM LLC the Group has the right to purchase the remaining shares (49%) of BPI RHIM LLC at a later date by exercising a call option in exchange for payment of the redemption amount. Likewise, the minority shareholders have the right to sell the remaining shares (49%) of BPI RHIM LLC to the Group at a later date by exercising a put option in exchange for payment of the redemption amount. Either option may be exercised no earlier than ten years after the closing date, unless the shareholders mutually agree to the exercise of either option before the ten years have passed. The redemption amount of either option is calculated based on an agreed multiple of the average annual EBITDA delivered by BPI RHIM LLC over the most recent three-year period that precedes the exercise date of either option including certain adjustments related to working capital and net debt.
Due to the payment obligation resulting from the put option, the Group recognised a financial liability related to fixed-term or puttable non-controlling interests at the present value of the redemption amount of €20 million, which is subsequently measured at fair value through profit or loss. This financial liability was excluded from the purchase price allocation and preliminary goodwill measurement based on the conclusion that the risks and rewards of ownership associated with the remaining shares were not transferred to the Group prior to the exercise of either option (refer to Note (3)).
41.
Transactions with related parties
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 304
Notes to the Consolidated Financial Statements 2025
Related companies include joint ventures and associates, as well as MSP Stiftung (Liechtenstein) and Rhône Capital L.L.C. (United States) which are shareholders of RHI Magnesita N.V., and are considered related parties because they exercise significant influence through shareholdings exceeding 20%. The personnel welfare foundation of Stopinc AG, Switzerland, as well as Chestnut Beteiligungs GmbH, Germany and FEWI Beteiligungs GmbH, Germany (shareholders of the Group, which are related to a director) are also considered related companies.
Related persons are persons having authority and responsibility for planning, directing and controlling the activities of the Group (key management personnel) and their close family members. Key management personnel comprise members of the Board of Directors of RHI Magnesita N.V. and the Executive Management Team (EMT).
Related companies
In 2025 and 2024, the Group conducted the following transaction with its related companies:
 
Joint ventures
in € million
2025
2024
Revenue from the sale of goods and services
0
2
Purchase of raw materials
5
6
 
 
 
Trade liabilities
1
0
In 2025 and 2024, no transactions were carried out between the Group and MSP Stiftung, FEWI Beteiligungs GmbH or Chestnut Beteiligungs GmbH or Rhône Capital L.L.C, with the exception of the dividend paid.
A service relationship with respect to the company pension scheme of the employees of Stopinc AG exists between the personnel welfare foundation of Stopinc AG and the fully consolidated subsidiary Stopinc AG. Stopinc AG makes contribution payments to the plan assets of the foundation to cover pension obligations. The pension plan is recognised as a defined benefit plan and is included in Note (29). In the past reporting period, employer contributions amounting to €1 million (2024: €1 million) were made to the personnel welfare foundation. At 31 December 2025, a net asset from overfunded pension plans of €1 million (2024: €1 million) is recognised.
Related persons
Remuneration of key management personnel of the Group comprises the remuneration of the Board of Directors and the EMT.
in € million
2025
2024
Executive Directors and EMT
 
 
Short-term employee benefits
6
9
Share-based payments
3
4
Total
9
13
 
 
 
Non-Executive Directors1)
2
2
1)
Compensation paid to Non-Executive Directors reflects fees for services as Directors.
Employee representatives acting as Non-Executive Directors do not receive additional compensation for these services and are not included in the above table.
Share dealing reports of persons discharging managerial responsibilities are published on the website of RHI Magnesita N.V. and announced via regulatory news services. The Group maintains Directors’ & Officers’ liability insurance for the Board of Directors and Company officers.
42.
Material events after the reporting date
After the reporting date on 31 December 2025, there were no events of special significance which may have a material effect on the financial position and performance of the Group.
305 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Company Financial Statements of RHI Magnesita N.V.
As at 31 December 2025
Sensitivity: Confidential
Company Financial Statements of RHI Magnesita N.V.
Company Balance Sheet as at 31 December 2025
(before appropriation of result)
in € million
Note
31.12.2025
31.12.2024
ASSETS
 
 
 
 
 
 
 
Non-current assets
 
 
 
Non-current financial assets
(A)
988
1,193
Securities
 
0
1
Deferred tax assets
(B)
32
11
Total non-current assets
 
1,020
1,205
 
 
 
 
Current assets
 
 
 
Receivables from group companies
 
8
1
Other current receivables
 
4
4
Cash and cash equivalents
(C)
0
0
Total current assets
 
12
5
 
 
 
 
Total assets
 
1,032
1,210
 
 
 
 
 
 
 
 
EQUITY AND LIABILITIES
 
 
 
 
 
 
 
Equity
 
 
 
Share capital
(D)
50
50
Treasury shares
(E)
(103)
(108)
Additional paid-in capital
(F)
361
361
Legal and mandatory reserves
(G)
(140)
86
Other reserves
 
771
671
Result for the period
(K)
86
142
Shareholders' Equity
 
1,025
1,202
 
 
 
 
Current liabilities
 
 
 
Current liabilities
(H)
7
8
 
 
 
 
Total liabilities
 
7
8
 
 
 
 
Total equity and liabilities
 
1,032
1,210
Company Statement of Profit or Loss for the period 1 January 2025 to 31 December 2025
in € million
Note
2025
2024
General and administrative expenses
(I)
(18)
(25)
Result before taxation
 
(18)
(25)
Income tax
 
5
3
Net result from investments
(J)
99
164
Net result for the period
(K)
86
142
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 306
Notes to the CompanY Financial Statements 2025
Movements in Shareholders’ Equity
 
 
 
 
Legal and mandatory reserves
 
Other reserves
 
 
in € million
Share
capital
Treasury shares
Additional
paid-in
capital
Cash flow hedges
Currency translation
Mandatory reserve
 
Retained earnings
Net result
Equity attributable to shareholders
 
 
 
 
 
 
 
 
 
 
 
31.12.2024
50
(108)
361
12
(254)
289
 
710
142
1,202
Appropriation of prior year result
-
-
-
-
-
-
 
142
(142)
-
Net result
-
-
-
-
-
-
 
-
86
86
Share transfer / Vested LTIP
-
5
-
-
-
-
 
(5)
-
-
Share-based expenses
-
-
-
-
-
-
 
4
-
4
Dividends
-
-
-
-
-
-
 
(85)
-
(85)
Net income / (expense) recognised directly in equity
-
-
-
(21)
(166)
-
 
5
-
(182)
31.12.2025
50
(103)
361
(9)
(420)
289
 
771
86
1,025
 
 
 
 
Legal and mandatory reserves
 
Other reserves
 
 
in € million
Share
capital
Treasury shares
Additional
paid-in
capital
Cash flow hedges
Currency translation
Mandatory reserve
 
Retained earnings
Net result
Equity attributable to shareholders
 
 
 
 
 
 
 
 
 
 
 
31.12.2023
50
(111)
361
6
(163)
289
 
605
165
1,202
Appropriation of prior year result
-
-
-
-
-
-
 
165
(165)
-
Net result
-
-
-
-
-
-
 
-
142
142
Share transfer / Vested LTIP
-
3
-
-
-
-
 
(3)
-
-
Share-based expenses
-
-
-
-
-
-
 
9
-
9
Dividends
-
-
-
-
-
-
 
(87)
-
(87)
Net income / (expense) recognised directly in equity
-
-
-
6
(91)
-
 
21
-
(64)
31.12.2024
50
(108)
361
12
(254)
289
 
710
142
1,202

307 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
Notes to the Company Financial Statements 2025
General
The Financial Statements of RHI Magnesita N.V. for the year ended 31 December 2025 were approved and authorised for issue by the Board of Directors on 1 March 2026. RHI Magnesita N.V. (the “Company”), is a public limited company incorporated under the laws of the Netherlands (naamloze vennootschap), having its official seat (statutaire zetel) in Arnhem, the Netherlands, and its office at Kranichberggasse 6, 1120 Vienna, Austria, registered with the Dutch Trade Register under number 68991665.
The shares of RHI Magnesita N.V. (ISIN code NL0012650360) are listed within the Equity Shares (Commercial Companies) category of the Official List of the London Stock Exchange (symbol: RHIM) and is a constituent of the FTSE 250 index. The Company holds a secondary listing on the Vienna Stock Exchange (Wiener Börse).
Basis of preparation
The Company Financial Statements have been prepared in accordance with the provisions of Part 9 of Book 2 of the Dutch Civil Code. The Company uses the option of Section 362, subsection 8 of Part 9, Book 2, of the Dutch Civil Code to prepare the Company Financial Statements on the basis of the same accounting principles as those applied for the Consolidated Financial Statements. Valuation is based on recognition and measurement requirements of IFRS Accounting Standards as adopted by the EU and as explained further in the Notes to the Consolidated Financial Statements.
Fiscal Unity
For corporate income tax purposes, RHI Magnesita N.V. via the Austrian branch acts as the head of a corporate tax group in Austria with the following companies:
●
Lokalbahn Mixnitz-St. Erhard GmbH
●
Radex Vertriebsgesellschaft m.b.H.
●
RHI Refractories Raw Material GmbH
●
Veitsch-Radex GmbH
●
Veitsch-Radex Vertriebgesellschaft m.b.H.
According to the Group and tax compensation agreement, which forms a legal requirement for the Austrian corporate tax group, tax compensation payments within the corporate tax group are calculated based on the stand-alone method, without charging negative tax compensations. In case of a taxable profit, the respective tax group member has to pay a tax compensation to RHI Magnesita N.V. as the head of the corporate tax group amounting to the legally applicable corporate tax rate (23.0% for 2025). In case of a taxable loss, the respective tax group member does not receive a negative tax compensation by RHI Magnesita N.V., but rather the taxable loss is carried forward internally and reduces the calculation base for any future tax compensation payment by the respective tax group member to RHI Magnesita N.V. (group internal carry forward of losses). Any tax compensation payment by tax group members to RHI Magnesita N.V. is reduced by withholding taxes paid by the respective group member, which RHI Magnesita N.V. could credit against any corporate income tax due in Austria. For cases of termination of the corporate tax group or cases in which a tax group member leaves the corporate tax group, the group and tax compensation agreement foresees a final tax compensation true-up.
The corporate income tax rate for the Company is 23.0% (2024: 23.0%). The effective tax rate is negative 6.2% (2024: 1.9%) with a tax income of €5 million (2024: €3 million income) on a profit before income tax of €81 million (2024: €139 million). Overall, a taxable income of €20 million deriving from movement in deferred tax positions is offset by a tax expense of €15 million which stems from the consolidation of the results of subsidiaries which are part of the fiscal unity; RHI Magnesita N.V. via the Austrian branch is the head of this fiscal unity. The low effective income tax rate is mainly attributable to a substantial non-taxable income derived from investments in subsidiaries (€99 million).
All income and expenses are settled through their intercompany (current) accounts.
Significant accounting policies
Non-current financial assets
In the Company Financial Statements, investments in Group companies are stated at net asset value, in accordance with the equity method, if the Company effectively exercises influence of significance over the operational and financial activities of these investments. The net asset value is determined on the basis of the accounting principles applied by the Company. If the net asset value of an investment in a Group company becomes negative, the Company first reduces the carrying amount of any other long‑term interests that form part of the net investment, such as long‑term receivables or loans. These long‑term interests are impaired as part of the net investment. A provision for any remaining equity deficit is recognised when an outflow of resources is probable and can be reliably estimated.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 308
Financial Statements
RHI Magnesita
Receivables from Group companies
Accounts receivables are measured at fair value and are subsequently measured at amortised cost, less allowance for credit losses. The carrying amount of the accounts receivable approximates the fair value.
Net result from investments
The share in the result of investments comprises the share of the Company in the result of these investments.
Non-current assets
(A) Non-current financial assets
The financial fixed assets comprise investments in:
 
 
31.12.2025
31.12.2024
Name and country of incorporation of the company
Country of core activity
Share in %
Share in %
RHI Magnesita Deutschland AG, Wiesbaden, Germany
Germany
12.5
12.5
RHI Refractories Raw Material GmbH, Vienna, Austria
Austria
25.0
25.0
RHI Magnesita GmbH, Vienna, Austria
Austria
100.0
100.0
The investments have developed as follows:
in € million
2025
2024
At beginning of year
1,193
1,196
Transactions with non-controlling interests without change of control
(5)
5
Changes from currency translation and cash flow hedges
(188)
(84)
Changes from defined benefit plans
11
16
Dividend distribution
(122)
(104)
Net result from investments
99
164
Balance at year-end
988
1,193
309 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued

The following list, prepared in accordance with the relevant legal requirements (Dutch Civil Code, Book 2, Sections 379), shows all companies in which RHI Magnesita N.V. holds a direct or indirect share of at least 20%:
 
 
31.12.2025
31.12.2024
Ser. no.
Name and country of incorporation of the company
Share-
holder
Share in %
Share-
holder
Share in %
1.
RHI Magnesita N.V., Arnhem, Netherlands
 
 
 
 
2.
Agellis Group AB, Lund, Sweden
30.
100
30.
100.0
3.
Ashwath Technologies Private Limited, Vasai, India
13.
99
-
0.0
4.
Baker Refractories Holding Company, Delaware, USA
21.
100
21.
100.0
5.
BPI RHIM, LLC, Pittsburgh, USA1)
78.
51
-
0.0
6.
Didier Société Industrielle de Production et de Construction - "D.S.I.P.C.", Valenciennes, France
49.
100
49.
100.0
7.
Dutch Brasil Holding B.V., Arnhem, Netherlands2)
50.
100
n/a
100.0
8.
Dutch MAS B.V., Arnhem, Netherlands
49.
100
49.
100.0
9.
Dutch US Holding B.V., Arnhem, Netherlands2)
50.
100
n/a
100.0
10.
Foreign Enterprise “VERA", Dnepropetrovsk, Ukraine
30.
100
30.
100.0
11.
GIX International Limited, Dinnington, United Kingdom
91.
100
91.
100.0
12.
Horn & Co. RHIM Minerals Recovery GmbH, Siegen, Germany1)
50.
55.0
50.
55.0
13.
Intermetal Engineers (India) Private Limited, Mumbai, India
51.
100
51.
100.0
14.
Jinan New Emei Industries Co. Ltd., Jinan, PR China1)
43.
65
43.
65.0
15.
Liaoning RHI Jinding Magnesia Co., Ltd, Dashiqiao, PR China1)
30.
100
30.
100.0
16.
Lokalbahn Mixnitz-St. Erhard GmbH, Vienna, Austria
71.
100
71.
100.0
17.
LWB Refractories Holding France S.A.S., Valenciennes, France
31.
100
31.
100.0
18.
Magnesita Asia Refractory Holding, Limited, Hong Kong, Hong Kong
17.
100
17.
100.0
19.
Magnesita Malta Holding Ltd., St. Julians, Malta
50.
100
50.
100.0
20.
Magnesita Mineração S.A., Brumado, Brazil
26.
100
26.
100.0
21.
Magnesita Refractories Company, York, USA
31.
100
31.
100.0
22.
Magnesita Refractories Limited, Dinnington, United Kingdom
4.
100
4.
100.0
23.
Magnesita Refractories Middle East Free Zone Establishment, Dubai, United Arab Emirates
7.
100
7.
100.0
24.
Magnesita Refractories S.C.S., Valenciennes, France
17.,31.
100
17.,31.
100.0
25.
Magnesita Refractories S.R.L. - in Liquidazione, Milano, Italy
31.
100
31.
100.0
26.
Magnesita Refratários S.A., Contagem, Brazil
7.
100
7.
100.0
27.
Magnesita Resource (Anhui) Company Ltd., Chizhou, PR China
43.
100
43.
100.0
28.
Minerals and Metals Recovering - Mireco Aktiebolag, Fagersta, Sweden
12.
100
12.
100.0
29.
Producción RHI México, S. de R.L. de C.V., Ramos Arizpe, Mexico
66.,91.
100
66.,91.
100.0
30.
Radex Vertriebsgesellschaft m.b.H., Leoben, Austria
89.
100
89.
100.0
31.
Rearden G Holdings Eins GmbH, Wiesbaden, Germany
49.
100
7.
100.0
32.
Refractarios Argentinos S.A, Industrial Comercial Y Minera (I.C.M.), San Nicolás, Argentina
7.,9.,91.
100
7.,9.,91.
100.0
33.
Refractarios Magnesita Colombia S.A.S., Sogamoso, Colombia
7.
100
7.
100.0
34.
Refractarios Magnesita Perú S.A.C., Lima, Peru
7.
100
7.
100.0
35.
Refractory Intellectual Property GmbH & Co KG, Vienna, Austria2)
71.
100
n/a
100.0
36.
Refrattari Trezzi S.r.l., Merlino, Italy
12.
100
12.
100.0
37.
Resco Canada, Inc. , Québec , Canada
39.
100
-
0.0
38.
Resco Products (UK) Limited, London, United Kingdom
39.
100
-
0.0
39.
Resco Products, Inc. , Hammond, USA
78.
100
-
0.0
40.
RHI Canada Inc., Burlington, Canada
91.
100
91.
100.0
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 310
Financial Statements
RHI Magnesita
 
 
31.12.2025
31.12.2024
Ser. no.
Name and country of incorporation of the company
Share-
holder
Share in %
Share-
holder
Share in %
41.
RHI Chile S.A., Santiago, PR China
11.,32.,91.
100
11.,32.,91.
100.0
42.
RHI Italia S.R.L., Brescia, Italy
50.
100
50.
100.0
43.
RHI Magnesita (China) Co., Ltd., Shanghai, PR China
30.
100
30.
100.0
44.
RHI Magnesita (Chongqing) Refractory Materials Co., Ltd. , Chongqing, PR China1)
43.
51
43.
51.0
45.
RHI Magnesita Belgium NV, Evergem, Belgium
54.,77.
100
54.,77.
100.0
46.
RHI Magnesita Bochum GmbH, Bochum, Germany
49.
100
49.
100.0
47.
RHI Magnesita Czech Republic a.s., Velké Opatovice, Czech Republic
50.
100
50.
96.9
48.
RHI Magnesita d.o.o., Divača, Slovenia
50.
100
50.
100.0
49.
RHI Magnesita Deutschland AG, Wiesbaden, Germany
1.,30.
100.0
1.,30.
100.0
50.
RHI Magnesita GmbH, Vienna, Austria
1.
100
1.
100.0
51.
RHI Magnesita India Limited, New Delhi, India
7.,9.,91.
56.1
7.,9.,91.
56.1
52.
RHI Magnesita India Refractories Limited, Rajgangpur, India
51.
100
51.
100.0
53.
RHI Magnesita RE Limited, Guernsey, United Kingdom
30.
100
30.
100.0
54.
RHI Magnesita Sales Germany GmbH, Wiesbaden, Germany
77.
100
77.
100.0
55.
RHI Magnesita Seven Refractories Limited, New Delhi, India
52.
100
52.
100.0
56.
RHI Magnesita Switzerland AG, Hünenberg, Switzerland
30.,49.
100
30.,49.
100.0
57.
RHI Magnesita Trading B.V., Rotterdam, Netherlands
50.
100
50.
100.0
58.
RHI Magnesita Turkey Refrakter Ticaret Anonim Sirketi, Eskisehir, Türkiye3)
16.,30.,50.
100
n/a
100.0
59.
RHI Magnesita Vietnam Company Limited, Ho Chi Minh City, Vietnam
65.
100
65.
100.0
60.
RHI Magnesita Wetro GmbH, Puschwitz, Germany
50.
100
50.
100.0
61.
RHI Marvo S.R.L., Bucharest, Romania2)
30.,50.
100
n/a
100.0
62.
RHI Refractories (Dalian) Co., Ltd., Dalian, PR China
43.
100
43.
100.0
63.
RHI Refractories Africa (PTY) LTD, Sandton, South Africa
30.
100
30.
100.0
64.
RHI Refractories Andino, C.A., Puerto Ordaz, Venezuela
91.
100
91.
100.0
65.
RHI Refractories Asia Pacific Pte. Ltd, Singapore, Singapore
50.
100
50.
100.0
66.
RHI Refractories España, S.L., Lugones, Spain
8.,49.
100
8.,49.
100.0
67.
RHI Refractories France SA, Valenciennes, France
49.,50.,54.
100.0
49.,54.,83.
100.0
68.
RHI Refractories Ibérica, S.L., Oviedo, Spain
66.
100
83.
100.0
69.
RHI Refractories Liaoning Co., Ltd., Bayuquan, PR China1)
43.
100
43.
100.0
70.
RHI Refractories Nord AB, Stockholm, Sweden
2.
100
83.
100.0
71.
RHI Refractories Raw Material GmbH, Vienna, Austria
1.,30.,50.
100.0
1.,30.,50.
100.0
72.
RHI Refractories Site Services GmbH, Wiesbaden, Germany
49.
100
49.
100.0
73.
RHI Refractories UK Limited, Bonnybridge, United Kingdom
49.
100
49.
100.0
74.
RHI Refratãrios Brasil Ltda., Contagem, Brazil
7.,26.
100.0
7.,26.
100.0
75.
RHI Trading (Dalian) Co., Ltd, Dalian, PR China
43.
100
43.
100.0
76.
RHI Ukraina LLC, Dnepropetrovsk, Ukraine2)
30.,50.
100
n/a
100.0
77.
RHI Urmitz AG & Co. KG, Mülheim-Kärlich, Germany
49.,72.
100
49.,72.
100.0
78.
RHI US Ltd., Delaware, USA
9.
100
9.
100.0
79.
RHI Wostok Limited Liability Company, Moscow, Russia
30.,50.
100
30.,50.
100.0
80.
RHI Wostok Service Limited Liability Company, Moscow, Russia
30.,50.
100
30.,50.
100.0
81.
RHIM Mireco Mitterdorf GmbH, St.Barbara im Mürztal, Austria
12.
100
12.
100.0
82.
RHI-Refmex, S.A. de C.V., Ramos Arizpe, Mexico
57.,66.,91.
100
57.,66.,91.
100.0
311 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
 
 
31.12.2025
31.12.2024
Ser. no.
Name and country of incorporation of the company
Share-
holder
Share in %
Share-
holder
Share in %
83.
Sapref AG für feuerfestes Material, Basel, Switzerland
91.
100.0
91.
100.0
84.
Seven Refractories Deutschland GmbH, Düsseldorf, Germany
50.
100.0
50.
100.0
85.
Seven Refractories Limited, Nicosia, Cyprus
48.
100.0
48.
100.0
86.
Sipra S.p.A., Bergamo, Italy
48.
60.0
48.
52.0
87.
Sörmaş Söğüt Refrakter Malzemeleri Anonim Şirketi, Söğüt / Bilecik, Türkiye
30.
91.7
30.
91.3
88.
Veitsch-Radex GmbH, Vienna, Austria
50.
100.0
50.
100.0
89.
Veitsch-Radex GmbH & Co OG, Vienna, Austria
50.
100.0
50.
100.0
90.
Veitsch-Radex Vertriebsgesellschaft m.b.H., Vienna, Austria
50.
100.0
50.
100.0
91.
VRD Americas B.V., Arnhem, Netherlands
30.,50.
100.0
30.,50.
100.0
92.
Horn & Co Polska sp. z o.o., Chorzów, Poland
11.
100.0
12.
100.0
93.
Magnesita Refractories Private Limited, Mumbai, India
33.
100.0
31.
100.0
94.
Mireco SARL, Entzheim, France
11.
100.0
12.
100.0
95.
Mireco SH.P.K, Lebushe, Kosovo
11.
100.0
12.
100.0
96.
Rudgruvans Industrier Aktiebolag, Fagersta, Sweden
11.
100.0
12.
100.0
 
Equity-accounted joint ventures and associated companies
 
 
 
 
97.
Chongqing Boliang Refractory Materials Co., Ltd., Chongqing, China
43.
51.0
43.
51.0
98.
Magnesita-Envoy Asia Ltd., Kaohsiung, Taiwan
3.
50.0
3.
50.0
99.
P-D Kremen d.o.o., Šentjernej, Slovenia
30.
50.0
30.
50.0
1)
In accordance with IAS 32, fixed-term or puttable non-controlling interests are shown under liabilities.
2)
The shareholder(s) from 2024 have been merged during 2025, therefore the respective shareholder(s) no longer appear on this list.
3)
Further shareholder is VRD Americas B.V., Arnhem, Netherlands.

RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 312
Financial Statements
RHI Magnesita
(B) Deferred tax assets
The deferred tax assets amounting to €32 million (2024: €11 million) primarily relate to deferred tax assets arising from tax loss carryforwards within the Austrian corporate tax group, for which RHI Magnesita N.V. via the Austrian branch acts as the head. These tax loss carryforwards amount to €30 million (prior year: €10 million). A significant portion of the tax loss carryforwards was generated in the current or previous reporting period and has been recognised in the Company Balance Sheet, as sufficient taxable income is expected to be realised in future periods.
In assessing the recoverability of deferred tax assets, the Company has considered (i) the impacts of the global economic environment in which it operates, (ii) uncertainties and potential adverse effects arising from economic volatility and (iii) the Group’s latest forecasts and assumptions used for the goodwill impairment testing and the viability statement assessment. The Group’s forecasting horizon covers four years, with the fifth year serving as the terminal period, consistent with the methodology applied for goodwill impairment testing.
The tax loss carryforwards are not subject to expiration.
Current assets
(C) Cash and cash equivalents
Cash and cash equivalents are at RHI Magnesita N.V.’s free disposal.
Equity
(D) Share capital
The Company’s authorised share capital amounts to €100,000,000, comprising 100,000,000 ordinary shares, each of €1 nominal value. As at 31 December 2025, RHI Magnesita N.V.’s issued and fully paid-in share capital consists of 47,304,527 ordinary shares (2024: 47,195,936 ordinary shares). For additional information on treasury shares see (E).
(E) Treasury shares
As at 31 December 2025, RHI Magnesita treasury shares amount to 2,173,178 (2024: 2,281,769).
(F) Additional paid-in capital
Additional paid-in capital comprises premiums on the issue of shares less issue costs by RHI Magnesita N.V.
(G) Legal, mandatory and other reserves
Cash flow hedges
The item cash flow hedges include gains and losses from the effective part of cash flow hedges less tax effects. Further information on hedge accounting is included in Note (35) and Note (36) of the Consolidated Financial Statements.
Currency translation
Currency translation includes the accumulated currency translation differences from translating the Financial Statements of foreign subsidiaries as well as unrealised currency translation differences from monetary items which are part of a net investment in a foreign operation, net of related income taxes. If foreign companies are deconsolidated, the currency translation differences are recognised in the Statement of Profit or Loss as part of the gain or loss from the sale of shares in subsidiaries. In addition, when monetary items cease to form part of a net investment in a foreign operation, the currency translation differences of these monetary items previously recognised in OCI are reclassified to profit or loss.
The cash flow hedge reserve and the currency translation reserve are legal reserves and are restricted for distribution.
Legal and mandatory reserve
The Articles of Association stipulate a mandatory reserve of €288,699,231 which was created in connection with the merger of RHI Refractories and Magnesita in 2017.
No distributions, allocations or additions may be made, and no losses of the Company may be allocated to the mandatory reserve.
Legal and mandatory reserves represent legal and statutory reserves in line with Chapter 7 ‘Decree on financial statements formats’ of the Dutch Civil Code.
Retained earnings
Retained earnings includes the result of the financial year and results that were earned by consolidated companies during prior periods but not distributed. The difference between the purchase consideration or sale proceeds after tax and the relevant proportion of the non-controlling interest, measured by reference to the carrying amount of the interest’s net assets at the date of acquisition or sale, is recognised in retained earnings too.
313 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
Net income recognised directly in equity represents the change of non-controlling interests without a change of control through the year (€5 million) and the defined benefit plans (€11 million).
Current liabilities
(H) Current liabilities
in € million
31.12.2025
31.12.2024
Trade payables
2
0
Payables to group companies
3
3
Accrued liabilities
2
5
Total current liabilities
7
8
The current liabilities are due in less than one year. The fair value of other current liabilities approximates the book value, due to their short-term character.
(I) General and administrative expenses
in € million
2025
2024
External services/consulting expenses
(4)
(2)
Cost for principal services for group companies
2
0
Personnel expenses
(13)
(21)
Other expenses
(3)
(2)
Total general and administrative expenses
(18)
(25)
in € million
2025
2024
Wages and salaries
(12)
(18)
Social security charges
0
(1)
Pension contributions
0
(1)
Other employee costs
(1)
(1)
Total wages and salaries
(13)
(21)
(J) Net results from investments
In 2025, the full year results of the investments amount to a profit of €99 million (2024: €164 million) and are recognised in the Company Statement of Profit or Loss.
(K) Net result for the period
In 2025, there are no differences in the result between the Company Financial Statements and the Consolidated Financial Statements.
Proposed appropriation of result
It is proposed that, pursuant to Article 27 clause 1 of the Articles of Association of the Company, as approved in the AGM 2023, the result shown in RHI Magnesita N.V. income statement is appropriated as follows:
in € million
2025
Profit attributable to shareholders
86
In accordance with Article 27 clause 1 to be transferred to reserves
0
At the disposal of the General Meeting of Shareholders
86
For 2025, the Board of Directors will propose a final dividend of €1.20 per share for the shareholders of RHI Magnesita N.V. The proposed dividend is subject to approval by the AGM in May 2026.
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 314
Financial Statements
RHI Magnesita
Other notes
Number of employees
The average number of employees of RHI Magnesita N.V. during 2025 amounts to 10 (2024: 9), all of whom are employed in management functions. All employees are working outside the Netherlands.
Off balance sheet commitments
RHI Magnesita N.V., as an ultimate parent company, provided a corporate guarantee of €1,889 million (2024: €1,783 million) for the borrowings of the Group. The Borrowings are as disclosed in Note (27) of the Consolidated Financial Statements. Additionally, €38 million (2024: €44 million) of corporate guarantees are issued in favour of customers and suppliers of the Group.
The Company has issued a declaration of joint and several liability as referred to in section 403, Book 2 of the Dutch Civil Code in respect of one of its consolidated participations, namely RHI Magnesita Trading B.V., meaning that the company is liable in case of default.
Other information
Information regarding independent auditor's fees, the number of employees of RHI Magnesita Group and the remuneration of the Board of Directors is included in Note (39), (10) and (41) of the Consolidated Financial Statements.
The Company opened a branch (RHI Magnesita N.V.) in Vienna, Austria and, as of February 2020, started to employ staff in the branch office and undertake services.
The following branches are part of subsidiaries which are directly or indirectly controlled by RHI Magnesita N.V.:
•
Magnesita Resource (Anhui) Company Ltd., ChangLong Gang Dolomite Quarry, Chizhou, China;
•
RHI Refractories Asia Pacific Pte Ltd Korea Branch, Gyeongsangbuk-do, Republic of Korea;
•
RHI Refractories Asia Pacific Ptd Ltd Taiwan Branch, Kaohsiung, Taiwan;
•
RHI Refractories Site Services GmbH-Niederlassung Unterwellenborn, Unterwellenborn, Germany;
•
Sipra S.p.a. Branch office nr. BG-2, Filago, Italy;
•
Veitsch-Radex Vertriebsgesellschaft m.b.H. (Spólka z ograniczona odpowiedzialnoscia) Oddzial w Polsce, Zabrze, Poland;
•
Veitsch-Radex Vertriebsgesellschaft mbH - Oman Operations, Vienna, Austria;
•
Veitsch-Radex VertriebsgmbH - branch Morocco, Casablanca, Morrocco.
Material events after the reporting date
There were no material events after the reporting date other than those disclosed in Note (42) of the Consolidated Financial Statements.

315 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Continued
Vienna, 1 March 2026
Board of Directors
Executive Directors
Stefan Borgas
Ian Botha
Non-Executive Directors
Herbert Cordt
John Ramsay
Janet Ashdown
David Schlaff
Stanislaus Prinz zu Sayn-Wittgenstein Berleburg
Franz-Ferdinand Buerstedde
Janice Brown
Karl Sevelda
Marie-Hélène Ametsreiter
Wolfgang Ruttenstorfer
A. Katarina Lindström
Employee Representative Directors
Martin Kowatsch
Yasmin-Sarah Solmazer
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 316
OTHER INFORMATION
OTHER INFORMATION
CONTINUED
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 317
Other information
Provisions of the articles of association on profit and distributions
The stipulations of Article 27 and 28 of the Articles of Association concerning profit and distributions are:
27 Profit and distributions
27.1 The Board may resolve that the profits realised during a financial year will fully or partially be appropriated to increase and/or form
reserves. With due regard to Article 26.2, a deficit may only be offset against the reserves prescribed by law to the extent this is permitted
by law.
27.2 The allocation of profits remaining after application of Article 27.1 shall be determined by the General Meeting. The Board shall make
a proposal for that purpose. A proposal to make a distribution of profits shall be dealt with as a separate agenda item at the General Meeting.
27.3 Distribution of profits shall be made after adoption of the annual accounts if permitted under the law given the contents of the annual
accounts.
27.4 The Board may resolve to make interim distributions and/or to make distributions at the expense of any reserve of the Company, other
than the Mandatory Reserve.
27.5 Distributions on shares may be made only up to an amount which does not exceed the amount of the Distributable Equity. If it concerns
an interim distribution, the compliance with this requirement must be evidenced by an interim statement of assets and liabilities as referred
to in Section 2:105 paragraph 4 of the Dutch Civil Code. The Company shall deposit the statement of assets and liabilities at the Dutch
Trade Register within eight days after the day on which the resolution to make the distribution is published.
27.6 Distributions on shares payable in cash shall be paid in Euro, unless the Board determines that payment shall be made in another
currency.
27.7 The Board is authorised to determine that a distribution on shares will not be made in cash but in kind or in the form of shares, or to
determine that shareholders may choose to accept the distribution in cash and/or in the form of shares, all this out of the profits and/or at
the expense of reserves, other than the Mandatory Reserve, and all this if and in so far the Board has been designated by the General
Meeting in accordance with Article 6.1. The Board shall set the conditions under which such a choice may be made.
28 Release for payment
Distributions of profits and other distributions shall be made payable four weeks after adoption of the relevant resolution, unless the Board
or the General Meeting at the proposal of the Board determine another date.
317RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OTHER INFORMATION CONTINUED
OTHER INFORMATION
318 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
Independent auditor’s report
To: the general meeting of RHI Magnesita N.V.
Report on the audit of the financial statements 2025
Our opinion
In our opinion:
the consolidated financial statements of RHI Magnesita N.V. together with its subsidiaries (‘the Group’) give a true and fair view of the
financial position of the Group as at 31 December 2025 and of its result and cash flows for the year then ended in accordance with IFRS
Accounting Standards as adopted by the European Union (‘EU’) and with Part 9 of Book 2 of the Dutch Civil Code;
the company financial statements of RHI Magnesita N.V. (‘the Company’) give a true and fair view of the financial position of the
Company as at 31 December 2025 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.
What we have audited
We have audited the accompanying financial statements 2025 of RHI Magnesita N.V., Arnhem. The financial statements comprise the
consolidated financial statements of the Group and the company financial statements.
The consolidated financial statements comprise:
the consolidated statement of financial position as at 31 December 2025;
the following statements for 2025: the consolidated statements of profit or loss, comprehensive income, changes in equity and cash
flows; and
the notes to the consolidated financial statements, including material accounting policy information and other explanatory information.
The company financial statements comprise:
the company balance sheet as at 31 December 2025;
the company statement of profit or loss for the year then ended; and
the notes, comprising a summary of the accounting policies applied and other explanatory information.
The financial reporting framework applied in the preparation of the financial statements is IFRS Accounting Standards as adopted by the
EU and the relevant provisions of Part 9 of Book 2 of the Dutch Civil Code for the consolidated financial statements and Part 9 of Book 2 of
the Dutch Civil Code for the company financial statements.
The basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. We have further described our
responsibilities under those standards in the section ‘Our responsibilities for the audit of the financial statements’ of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of RHI Magnesita N.V. in accordance with the European Union Regulation on specific requirements regarding statutory
audit of public-interest entities, the ‘Wet toezicht accountantsorganisaties’ (Wta, Audit firms supervision act), the ‘Verordening inzake de
onafhankelijkheid van accountants bij assuranceopdrachten’ (ViO, Code of Ethics for Professional Accountants, a regulation with respect
to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the ‘Verordening
gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).
Our audit approach
We designed our audit procedures with respect to the key audit matters, fraud and going concern, and the matters resulting from that, in
the context of our audit of the financial statements as a whole and in forming our opinion thereon. Therefore, we do not provide separate
opinions or conclusions on information in support of our opinion, such as our findings and observations related to individual key audit
matters and the audit approach to address fraud risk and going concern.
Overview and context
RHI Magnesita N.V. is a global supplier of high-grade refractory products, systems and solutions. The Group is comprised of several
components and therefore we considered our group audit scope and approach as set out in the section ‘The scope of our group audit’.
The Group experienced a year of significant challenges, facing continued global demand weakness and persistent pressure from Chinese
steel and refractory exports which resulted in a decline in sales volumes and revenue compared to 2024. These market conditions,
combined with an unfavourable product mix and foreign exchange headwinds, led to a compression of both gross margin and overall
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profitability. The Group, in response implemented, among others, measures to further optimise the network footprint and reduce the selling,
general, and administrative expenditures. The Group furthermore continued its strategic development, i.e. focus on local production-for-
local sales, through the acquisition and integration of new business, such as the Resco Group and BPI RHIM LLC in the United States of
America. These elements affected the determination of materiality and the scope of our group audit as described in the sections
‘Materiality’, ‘The scope of our audit’ and ‘Key audit matters’ of this report.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In
particular, we considered where the board of directors made important judgements, for example, in respect of significant accounting
estimates that involved making assumptions and considering future events that are inherently uncertain. In these considerations, we paid
attention to, amongst others, the assumptions underlying the physical and transition risk related to climate change.
In Note 3 of the consolidated financial statements, the Company describes the areas of judgement in applying accounting policies and the
key sources of estimation uncertainty. Given the significant estimation uncertainty and the related higher inherent risks of material
misstatement in respect of the valuation of goodwill as well as the accounting for the Resco Group business combination, we considered
these matters as key audit matters as set out in the section ‘Key audit matters’ of this report. Furthermore, we identified the change in
segment reporting and the subsequent identification of a new set of Cash Generating Units (‘CGUs’) as a key audit matter due to the
significant judgement that is being applied in determining the operating segments and related CGUs, as well as the reallocation of historical
goodwill balances to these new CGUs.
RHI Magnesita N.V. assessed the possible effects of climate change on its financial position; refer to the sections ‘Principal risks’ and
‘Sustainability Statement’ in the Group’s Strategic Report where management defined potential physical as well as transitional risks, risk
mitigating activities, risk governance, strategy and metrics. Reference is also made to note 4 of the consolidated financial statements, where
management further assessed the key areas of climate change impacts that potentially have longer-term effects on amounts recognized
as of 31 December 2025. These areas are the impairment of goodwill, determination of useful lives of property, plant and equipment,
recognition of restoration provisions and the finance cost with respect to ESG linked loans.
We discussed with the board of directors and the Audit & Compliance Committee regarding RHI Magnesita N.V.’s aforementioned climate
change assessment and related governance processes. We assessed the potential impact on the financial position, including an evaluation
of underlying assumptions and estimates related to the valuation of goodwill. Please also refer to the Key audit matters where the impact
and the approach thereon is described.
Other areas of focus, that were not considered as key audit matters, are the accounting for the non-controlling interest in connection with
the put option written with respect to the acquisition of BPI RHIM LLC, the closure of the Wetro plant and the potential impact of the decline
in earnings before interest, taxes, depreciation, and amortization (EBITDA) on the existing financing arrangements.
Finally, we performed audit procedures on the items marked as ‘audited’ in the Annual Report on Remuneration as included in the Annual
report and accounts.
We ensured that the audit teams at both the Group and component level had the appropriate skills and competences which are needed
for the audit of an international group. We therefore included experts and specialists in the areas of, among others, valuations, post-
employment benefits, Information Technology (IT) and corporate income taxes in our team.
The outline of our audit approach was as follows:
Overall materiality: €11 million.
We conducted audit work in 10 locations.
Site visits were conducted to 4 countries, i.e. Austria, India, Switzerland and the United States of
America.
Audit coverage: 79% of consolidated revenue, 76% of consolidated total assets and 69% of
consolidated profit before tax.
• Change in operating segments/Cash Generating Units (CGUs);
• Valuation of goodwill; and
• Accounting for the Resco Group business combination.
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Materiality
The scope of our audit was influenced by the application of materiality, which is further explained in the section ‘Our responsibilities for
the audit of the financial statements’.
Based on our professional judgement we determined certain quantitative thresholds for materiality, including the overall materiality for the
financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and to evaluate the effect
of identified misstatements, both individually and in aggregate, on the financial statements as a whole and on our opinion.
Overall group materiality
€million (: €. million).
Basis for determining
materiality
We used our professional judgement to determine overall materiality. As a basis for our
judgement, we used % of profit before tax adjusted for certain non-operating items.
Rationale for benchmark
applied
We used profit before tax adjusted for certain non-operating items (e.g. restructuring costs,
digital transformation implementation costs) as the primary benchmark, a generally accepted
auditing practice, based on our analysis of the common information needs of the users of the
financial statements. On this basis, we believe that profit before tax adjusted for certain non-
operating items is the most relevant metric for the financial performance of the Group.
Component materiality
Based on our judgement, we allocate materiality to each component in our audit scope that is
less than our overall group materiality. The range of materiality allocated across components
was between € thousand and €. million.
We also take misstatements and/or possible misstatements into account that, in our judgement, are material for qualitative reasons.
We agreed with the board of directors and the Audit & Compliance Committee that we would report to them any misstatement identified
during our audit above €735 thousand (2024: €1 million) as well as misstatements below that amount that, in our view, warrant reporting
for qualitative reasons.
The scope of our group audit
RHI Magnesita N.V. is the parent company of a group of entities. The financial information of this group is included in the consolidated
financial statements of RHI Magnesita N.V.
We are responsible for the identification and assessment of the risks of material misstatement of the financial statements of the group,
including those with respect to the consolidation process. Based on our risk assessment, we tailored the scope of our audit to ensure that
we, in aggregate, performed sufficient work on the financial statements to enable us to provide an opinion on the financial statements as a
whole.
In setting the scope of our group audit we determined what audit work needed to be performed at group level or component level and
whether involvement of component auditors was necessary.
Based on this outcome, we subjected 11 components to audits of their complete financial information, as those components are considered
significant due to risk or size. Additionally, we selected 14 components for audit procedures to achieve appropriate coverage on financial
line items in the financial statements.
In total, in performing these procedures, we achieved the following coverage on the financial line items:
Revenue
%
Total assets
%
Profit before tax
%
None of the remaining components represented more than 3% of total group revenue or total group assets.
The group engagement team performed full scope audit procedures for the parent company RHI Magnesita N.V., specified audit
procedures for the subsidiary RHI Magnesita Trading B.V. and specified audit procedures for the Global Shared Services activities on
property, plant & equipment, cash and cash equivalents and certain aspects of accounts payable and accounts receivable balances. In
addition, the group engagement team performed audit work over the headquarter-related activities in Vienna. This included the audit of
the financial statement disclosures, IT systems, group consolidation and accounting for items such as the valuation of inventory, expected
credit losses with respect to receivables, goodwill impairment testing and share-based compensation, among other things.
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For the remaining components we used component auditors who are familiar with the local laws and regulations to perform the audit work.
Where component auditors performed the work, we determined the nature, timing and extent of direction and supervision of the
component auditors and review of their work. We furthermore:
Issued group audit instructions to component auditors to set expectations for the component auditor’s work and facilitate our direction
and supervision of the component auditor and review of their work.
Participated in discussions with component auditors as part of planning the engagement, including when we as the group auditor
assigned tasks or procedures such as the performance of risk assessment procedures or determining the nature, timing and extent of
audit responses to identified and assessed risks of material misstatement to component auditors.
Communicated with component auditors throughout the course of the group audit, either virtually by leveraging technology solutions,
in-person meetings (e.g., as part of a site visit to the component auditor’s territory), or through a combination of these, in order to monitor
the progress of the component auditor’s work. These ongoing communications included matters affecting the execution, completion
and reporting of the group audit.
Reviewed relevant parts of the component auditor’s work including the component auditor’s communication of matters relevant to our
conclusion with regard to the group audit. Our review of the component auditor’s work took place throughout the engagement. This
included on-site and/or virtual reviews, including the review of component auditor’s working papers.
Had individual calls with each of the component audit teams in scope for their complete financial information both during the year and
to the conclusion of their work. During these calls, we discussed the financial performance of the components, significant accounting
and audit issues identified by the component auditors, their reports, the findings of their procedures and other matters, that could be of
relevance to the consolidated financial statements.
Visited the RHI Magnesita N.V. business operations and finance functions in Austria, India and the United States of America, given the
size of these operating locations, and Switzerland as part of our unpredictability procedures. During these visits we met with local
management and component auditors, discussed strategy and financial performance of the local businesses, significant business
developments, accounting matters and the areas of significant risks.
For the significant components, attended the closing meetings between the component auditors and component management.
By performing the procedures outlined above at the components, combined with additional procedures performed at group level, we have
been able to obtain sufficient and appropriate audit evidence on the Group’s financial information, to provide a basis for our opinion on the
financial statements.
Audit approach fraud risks
We identified and assessed the risks of material misstatements in the financial statements due to fraud. During our audit we obtained an
understanding of RHI Magnesita N.V. and its environment and the components of the internal control system. This included the board of
directors’ risk assessment process, the board of directors’ process for responding to the risks of fraud and monitoring the internal control
system and how the board of directors exercised oversight, as well as the outcomes. We refer to the ‘Effective risk management’ section of
the Group’s Strategic Report for the board of directors’ fraud risk assessment.
We evaluated the design and implementation of relevant aspects of the internal control system with respect to the risks of material
misstatements due to fraud and in particular the fraud risk assessment, as well as the code of conduct and whistleblower procedures, among
other things.
We performed inquiries with a selection of members of the board of directors and senior management, including the Chair of the Audit &
Compliance Committee, the Head of Internal Control, Risk & Compliance and executive management team members to evaluate their
fraud awareness, the internal control environment in relation to fraud, the ‘tone at the top’ and entity-level controls as well as to whether
they were aware of any actual or suspected fraud. Where deemed appropriate, we performed follow-up procedures on any reported cases.
We also assessed the matters reported through the Group’s whistleblowing and complaints procedure as well as the results of
management’s investigation and follow-up on such matters. The above did not result in signals of actual or suspected fraud that may lead
to a material misstatement.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of
assets and bribery and corruption. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present.
We identified the following fraud risks and performed the following specific procedures:
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Identified fraud risks
Our audit work and observations
The risk of management override of controls
It is generally presumed that the executive directors and the
executive management team, are in a unique position to perpetrate
fraud because of their ability to manipulate accounting records and
prepare fraudulent financial statements by overriding controls that
otherwise appear to be operating effectively
.
We paid attention to the risk of management override of controls
with respect to
:
The appropriateness of journal entries and other adjustments
made in the preparation of the financial statements.
Estimates.
Significant transactions, if any, outside the normal course of
business for the entity.
We pay in particular attention to tendencies due to possible bias of
the executive directors and the executive management team as it
relates to performance and incentive reward measures such as
Adjusted EBIT(D)A and adjusted operating cash flow. A strong focus
on meeting these financial targets could potentially provide them
an incentive for overriding controls
.
We evaluated, where relevant, the design and implementation of
the internal control system in the processes of generating and
processing journal entries and making estimates. We assessed
whether deficiencies in controls may create additional opportunities
for fraud and incorporated respective corroborative procedures in
our audit approach.
We considered the outcome of our audit procedures over the
estimates and significant accounting areas and assessed whether
control deficiencies and misstatements identified could be
indicative of fraud. Where necessary, we planned and performed
additional audit procedures to ensure that fraud risks are sufficiently
addressed in our audit.
We also paid specific attention to the access safeguards in the IT
system and the possibility that this will lead to violations of the
segregation of duties. We assessed the business rationale for
conflicting user rights when these were identified and used
within
the IT environment.
We performed data analysis focused on journal entries using
defined fraud risk
-
criteria identified as part of our fraud risk
assessment. Where we identified instances of unexpected journal
entries, we performed additional audit procedures. We also paid
particular attention to consolidation and elimination entries,
focusing on testing entries that affect revenue and results in the
relevant fiscal year.
We evaluated key accounting estimates and judgements used in
accounting areas where management judgement is applied (e.g.
recognition and valuation of provisions, eligibility of capitalisation of
IT related
expenses, classification of expenses as non-
ordinary,
accounting for supplier financing arrangements) for biases,
including use of retrospective reviews of prior year’s estimates where
possible as well as changes in accounting judgments.
We did not identify significant transactions outside the normal
course of business.
Our audit procedures did not lead to specific indications of fraud or
suspicions of fraud with respect to management override of controls.
The risk of fraudulent financial reporting due to overstating
revenue
As part of our risk assessment and based on a presumption that there
are risks of fraud in revenue recognition, we evaluated which types
of revenue give rise to risk of material misstatement due to fraud.
This relates to the presumed management incentive that exists to
overstate revenue in order to meet
financial targets, guidance
provided to the market or shareholder expectations
.
We evaluated, where relevant, the design and implementation of
the internal control system and assessed the effectiveness of
relevant controls in the processes related to revenue reporting.
We performed our audit procedures applying a mix of controls-
based and substantive procedures.
Through data analysis using defined risk
-
criteria, we tested
unexpected journal entries across all relevant revenue streams.
We tested, on a sample basis, the delivered performance and
transaction prices of the revenue transactions based on sales
agreements, delivery documents, sales invoices and/or cash
receipts. We tested the receivable balances at year end via external
confir
mations or alternative procedures if these were not received
or
not
deemed effective.
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Identified fraud risks
Our audit work and observations
Finally, we performed specific audit procedures at the end of the
year related to cut
-
off procedures to identify potential shifts in
revenue from products delivered in the next financial year to the
revenue reported in the current financial year. In addition, we
performed audit procedures to determine whether credit invoices
were registered in the next financial year that indicate incorrectly
registered revenue in the current financial year.
Our audit procedures did not lead to specific indications of fraud or
suspicions of fraud with respect to the existence
and occurrence
of
the revenue reporting.
We incorporated an element of unpredictability in our audit and we reviewed lawyer’s letters. During the audit, we remained alert to
indications of fraud. Furthermore, we considered the outcome of our other audit procedures and evaluated whether any findings were
indicative of fraud.
Audit approach going concern
As disclosed in the ‘Going concern’ section in note 1 of the consolidated financial statements the board of directors performed its
assessment of the Company’s ability to continue as a going concern for at least 12 months from the date of preparation of the financial
statements and has not identified events or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern (hereafter: going-concern risks).
Our procedures to evaluate the board of directors’ going-concern assessment included, among others:
considering whether the board of directors’ going-concern assessment included all relevant information of which we were aware as a
result of our audit and inquiries with management;
reviewing the board of directors’ going-concern assessment and related sensitivity analysis. We corroborated the board of directors’
assessment with the approved budget 2026 as well as information that came to our attention as a result of our audit procedures;
reviewing the board of directors’ debt analysis including the appropriateness of the forecasted levels of net debt, the access to available
undrawn borrowing facilities, assessed compliance with debt covenants and the overall debt maturity profile. This also includes the
independent recalculation of the relevant debt covenants;
checking the consistency between the board of directors’ going-concern assessment and the analysis of the forecasted levels of net
debt with the future cash flow forecasts as incorporated in the goodwill impairment test. In evaluating the board of directors’ net debt
and cash flow forecasts we performed look-back analyses to assess the accuracy of the forecasting process;
performing inquiries of the board of directors, the executive management team members and other group or local management as to
their knowledge of going-concern risks beyond the period of the board of directors’ assessment.
Our procedures did not result in outcomes contrary to the board of directors’ assumptions and judgements used in the application of the
going-concern assumption.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements.
We have communicated the key audit matters to the board of directors. The key audit matters are not a comprehensive reflection of all
matters identified by our audit and that we discussed. In this section, we described the key audit matters and included a summary of the
audit procedures we performed on those matters.
The key audit matter concerning the ‘Accounting for the Resco Group business combination’ was introduced in 2025 due to the acquisition
of the Resco Group during this year. Furthermore, 'Change in operating segments/Cash Generating Units (CGUs)' was introduced as a key
audit matter in 2025, primarily as a result of the changes made by the board of directors with respect to their review of the performance of
the Group following the increased focus on regions. The key audit matter ‘The recognition and valuation of uncertain tax positions’ was no
longer deemed relevant, while the key audit matter ‘Valuation of goodwill’ identified in previous year's report continues to be relevant and
important for the audit of the financial statements.
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Key audit matter
Our audit work and observations
Changes in operating segments/Cash Generating Units (CGUs)
Refer to note
s 3 and 5 of the consolidated financial statements
During the second half of 2025, the Group implemented a change
to its segment reporting. The Group has shifted its reporting format
from a customer industry
-
based focus to a regional based focus. The
change was mainly triggered by the increased prominence of the
local
-for-
local strategy as evidenced by the acquisition of the Resco
Group in the United States of America in 2025.
Following the change in operating segments, the Group also
changed the underlying CGUs in line with the IFRS
A
ccounting
Standards that require that CGUs cannot be at a higher level than
the operating segments. As such there are now
six regional
CGUs
that fully align with the new regionally oriented operating segments.
We identified
the
change in the operating segments and CGUs, as
a key audit matter due to significant judgement applied in the
determination of the segments and CGUs
.
With respect to the identification of the new operating segments
and CGUs, we assessed
the Group’s
position by performing, among
others, the following procedures
:
We obtained the Group’s internal reports and communications
based on which the Chief Operating Decision Maker (‘CODM’)
reviews the performance of the Group and makes decisions with
respect to the allocation of resources. We used this information
to assess
and corroborate to what extent these reports support
the determination of the new segments in accordance with IFRS
8.
We assessed the Group’s
revised CGU analysis and in particular
challenged, with the support of our internal valuation and
accounting specialists, the Group’s
position that effectively all
plants in a geographical region are interchangeable, do not
represent CGUs with independent cashflows, and thus can be
aggregated to one regional CGU which is at the same level as
the
operating segment.
We assessed the completeness and accuracy of disclosures in
the financial statements against the requirements of the IFRS
Accounting Standards, particularly with respect to the
background of the change, the revisions of the comparative
information and the judgments made.
Based on the audit procedures performed, we found the changes
made with respect to the determination of the
operating
segments
and CGUs to be reasonable and supported by
appropriate evidence
.
We also deem the disclosures made in the consolidated financial
statements to be appropriate.
Valuation of goodwill
Refer to notes
3, 4 and 17 of the consolidated financial statements
The Group recognised goodwill of €403 million, which is allocated
to various cash
-
generating units (‘CGUs’). At least on an annual
basis, these goodwill balances per CGU are tested for possible
impairment.
As a result of
the change in operating segments, the Group also
changed the underlying CGUs used for the annual impairment
testing. The
previous
CGUs, which were based on customer
industries, were replaced by
regionally oriented
CGUs that align
with the new regional based operating segments. The historically
existing goodwill was reallocated from the
previous
CGUs to the
new CGUs based on their respective relative values.
The Group prepared the goodwill impairment test using cashflow
projections including next year’s budget and the long
-
term
planning covering four subsequent years. The key assumptions
used in the projections are: projected sales (growth), projected EBIT
mar
gin, discount rate and terminal value growth rate.
As disclosed in note 4 of the consolidated financial statements, the
Group has considered the long
-
term impact of climate change, in
particular by considering a long
-
term growth rate in the estimation
of the terminal value in line with the change in steel and cement
demand on the longer term based on the specific characteristics of
the businesses involved.
The Group
also considered and modelled
With support of our internal valuation experts, we performed,
among others, the following procedures:
We assessed the appropriateness of the goodwill reallocation (as
well as the other carrying values) to the new CGUs and
considered whether this was performed in line with the
specific
requirements of the IFRS Accounting Standards.
We evaluated and challenged the composition of
the Group’s
future cash flow forecasts and the process by which they were
drawn up as well as the key assumptions underlying the
valuation model used by the Group, which includes, among
others, the projected sales growth rates, the projected EBIT
margin, the discount
rate and terminal value growth rate. We
have compared and challenged the Group’s
assumptions against
available external benchmarks, available competitor information
and our own accumulated industry knowledge.
We performed a retrospective review of the prior year estimates
by comparing the current year actual results to those projected
in the prior year.
We assessed the appropriateness of the valuation methodology
applied against generally accepted valuation techniques as well
as reperformed the calculations made to determine the
respective carrying and recoverable values resulting from the
model.
We assessed the sensitivity analysis performed by the Group and
also performed alternative calculations to reflect different
assumptions as to future developments.
We assessed the adequacy of the disclosures regarding
assumptions and sensitivities as included in Note 17 to the
consolidated financial statements.
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Report on the other information included in the Annual report and accounts
The Annual report and accounts contains other information. This includes all information in the Annual report and accounts in addition to
the financial statements and our auditor’s report thereon.
Based on the procedures performed as set out below, we conclude that the other information:
is consistent with the financial statements and does not contain material misstatements; and
contains all the information regarding the directors’ report and the other information that is required by Part 9 of Book 2 and regarding
the remuneration report required by the sections 2:135b and 2:145 subsection 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and the understanding obtained in our audit of the financial statements or
otherwise, we have considered whether the other information contains material misstatements.
By performing our procedures, we comply with the requirements of Part 9 of Book 2 and section 2:135b subsection 7 of the Dutch Civil
Code and the Dutch Standard 720. The scope of such procedures was substantially less than the scope of those procedures performed in
our audit of the financial statements, except for the audit procedures performed on information in the Annual Report on Remuneration, as
included in the Annual report and accounts, marked ‘audited’.
Key audit matter
Our audit work and observations
the potential impact of the European Carbon Border Adjustment
Mechanism (‘CBAM’) regulation on its assets located within Europe.
Th
e goodwill impairment test did not result in an impairment.
We identified the valuation of goodwill as a key audit matter due to
significant estimates and assumptions used with respect to, among
others, discount rates, profitability forecasts and growth rates
.
We also assessed the appropriateness of the goodwill
reallocation following the change in CGUs
Based on the audit procedures performed, we found the
assumptions to be reasonable and supported by available evidence.
Accounting for the Resco Group business combination
Refer to notes
3 and 40 of the consolidated financial statements
On 28 January 2025, the
Group
completed the acquisition of the
Resco Group, a refracturing group of companies primarily based in
the United States of America. The Group acquired 100% of the
shares of all entities within the Resco Group. This transaction
qualifies as a business combination under IFRS 3 ‘Business
Combinations’.
In accordance with IFRS 3, the accounting for this acquisition
requires
the Group
to perform a purchase price allocation which
requires significant judgement
in determining the fair values
of the
assets
acquired, the liabilities assumed, including t
he resulting
goodwill. As part of the valuation process,
the Group
involved
external valuation experts to assist in the determination of the
purchase price allocation and valuation of
the acquired
assets and
liabilities. The purchase price allocation performed for this
acquisition resulted, among others, in the recognition of
€183
million in customer relationships and goodwill of €99 million.
We identified the accounting for the Reco Group business
combination as a key audit matter due to significant estimates and
assumptions used with respect to the determination and valuation
of the various intangible assets, including goodwill
.
With the support of our internal valuation experts, we performed the
following procedures:
We agreed transaction details to supporting documentation
such as the signed purchase agreement and proof of payment.
We evaluated the competence, capabilities and objectivity of
valuation experts engaged by the Group.
We assessed the appropriateness of the identifiable intangible
assets identified by the Group
and their valuation experts based
on our knowledge of the business models of acquired businesses.
We assessed the reasonableness of the fair value measurements
prepared by the Group
and their valuation experts by
corroborating and where appropriate benchmarking key data
and assumptions used in the various valuation models.
We compared the assumptions and data underlying the
weighted average cost of capital (WACC) with our own
assumptions and publicly available data.
We
tested the computational accuracy of the fair value
measurement calculations prepared by the Group
and their
valuation experts.
We tested the reasonability of future cash flow forecasts and
underlying assumptions by reconciling the resulting valuation to
the purchase consideration.
We tested the related financial statement disclosures against the
disclosure requirements of IFRS 3.
In respect of the audit procedures specified above, no material
findings were identified.
We also deem the disclosures made in the
consolidated financial statements to be appropriate
.
325RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OTHER INFORMATION CONTINUED
OTHER INFORMATION
326 — RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025
The board of directors is responsible for the preparation of the other information, including the directors’ report and the other information
in accordance with Part 9 of Book 2 of the Dutch Civil Code. The board of directors is responsible for ensuring that the remuneration report
is drawn up and published in accordance with sections 2:135b and 2:145 subsection 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Our appointment
We were appointed as auditors of RHI Magnesita N.V. This followed the passing of a resolution by the shareholders at the annual general
meeting held on 4 October 2017. Our appointment has been renewed annually by shareholders and now represents a total period of
uninterrupted engagement of 9 years.
European Single Electronic Format (ESEF)
RHI Magnesita N.V. has prepared the annual report and accounts in ESEF. The requirements for this are set out in the Delegated Regulation
(EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the
RTS on ESEF).
In our opinion, the annual report and accounts prepared in XHTML format, including the marked-up consolidated financial statements, as
included in the reporting package by RHI Magnesita N.V., complies in all material respects with the RTS on ESEF.
The board of directors is responsible for preparing the annual report and accounts, including the financial statements in accordance with
the RTS on ESEF, whereby the board of directors combines the various components into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report and accounts in this reporting package
complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N ‘Assuranceopdrachten inzake het voldoen
aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance engagements relating to compliance with criteria
for digital reporting).
Our examination included, among others:
Obtaining an understanding of the entity’s financial reporting process, including the preparation of the reporting package.
Identifying and assessing the risks that the annual report and accounts does not comply in all material respects with the RTS on ESEF
and designing and performing further assurance procedures responsive to those risks to provide a basis for our opinion, including:
o obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline
XBRL instance document and the XBRL extension taxonomy files have been prepared in accordance with the technical
specifications as included in the RTS on ESEF;
o examining the information related to the consolidated financial statements in the reporting package to determine whether all
required mark-ups have been applied and whether these are in accordance with the RTS on ESEF.
No prohibited non-audit services
To the best of our knowledge and belief, we have not provided prohibited non-audit services as referred to in article 5(1) of the European
Regulation on specific requirements regarding statutory audit of public-interest entities.
Services rendered
The services, in addition to the audit, that we have provided to the Company or its controlled entities, for the period to which our statutory
audit relates, are disclosed in note 39 to the consolidated financial statements.
Responsibilities for the financial statements and the audit
Responsibilities of the board of directors for the financial statements
The board of directors is responsible for:
the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as adopted by the EU
and Part 9 of Book 2 of the Dutch Civil Code; and for
such internal control as the board of directors determines is necessary to enable the preparation of the financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the board of directors is responsible for assessing the Company’s ability to continue as a going
concern. Based on the financial reporting frameworks mentioned, the board of directors should prepare the financial statements using the
going-concern basis of accounting unless the board of directors either intends to liquidate the Company or to cease operations or has no
realistic alternative but to do so. The board of directors should disclose in the financial statements any event and circumstances that may
cast significant doubt on the Company’s ability to continue as a going concern.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025326
OTHER INFORMATION CONTINUED
OTHER INFORMATION
CONTINUED
RHI MAGNESITA, ANNUAL REPORT AND ACCOUNTS 2025 — 327
The board of directors (non-executive directors) is responsible for the overseeing of the Company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our responsibility is to plan and perform an audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence
to provide a basis for our opinion. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high but not absolute level of assurance and is not a guarantee that an audit conducted in accordance with the Dutch
Standards on Auditing will always detect a material misstatement when it exists. Misstatements may arise due to fraud or error. They are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of the financial statements.
Materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our
opinion.
We have exercised professional judgement and have maintained professional scepticism throughout the audit in accordance with Dutch
Standards on Auditing, ethical requirements and independence requirements. Our audit consisted, among other things of the following:
Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and
performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or intentional override of internal control.
Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the board of directors.
Concluding on the appropriateness of the board of directors’ use of the going-concern basis of accounting, and based on the audit
evidence obtained, concluding whether a material uncertainty exists related to events and/or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report and are made in the context of
our opinion on the financial statements as a whole. However, future events or conditions may cause the Company to cease to continue
as a going concern.
Evaluating the overall presentation, structure and content of the financial statements, including the disclosures, and evaluating whether
the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We are responsible for planning and performing the group audit to obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business units within the group as a basis for forming an opinion on the financial statements. We are also
responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely
responsible for our audit opinion.
We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit. In this respect, we also issue an
additional report to the audit committee in accordance with article 11 of the EU Regulation on specific requirements regarding statutory
audit of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor’s report.
We provide the board of directors with a statement that we have complied with relevant ethical requirements regarding independence, and
to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, related actions taken to eliminate threats or safeguards applied.
From the matters communicated with the board of directors, we determine those matters that were of most significance in the audit of the
financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Rotterdam, 1 March 2026
PricewaterhouseCoopers Accountants N.V.
Original has been signed by A. F. Westerman RA
327RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Our limited assurance conclusion
Based on the procedures we have
performed and the assurance evidence
we have obtained, nothing has come to our
attention that causes us to believe that the
consolidated sustainability statement (‘the
sustainability statement’) of RHI Magnesita
N.V. (‘the Company’) for 2025 is not, in all
material respects,
• prepared in accordance with the
European Sustainability Reporting
Standards (ESRS) as adopted by
the European Commission and in
accordance with the process, carried
out by the Company, to identify the
information to be reported pursuant
to the ESRS; and
• compliant with the reporting
requirements provided for in Article 8
of Regulation (EU) 2020/852
(‘the Taxonomy Regulation’).
The subject matter of our limited
assurance procedures
We have conducted a limited assurance
engagement on the consolidated
sustainability statement 2025 of RHI
Magnesita N.V., Arnhem , included in
section ‘Sustainability Statement’ of the
‘Strategic Report’ within the Company’s
Annual Report and Accounts 2025,
including the information incorporated in
the sustainability statement by reference
(hereaer: the sustainability statement).
In the sustainability statement references
are made to external sources or websites
and to the TCFD. The information on these
external sources or websites, as well as
the information in TCFD disclosures,
is not subject to our limited assurance
procedures for the sustainability statement.
We therefore do not provide assurance
on this information.
The basis for our conclusion
We conducted our limited assurance
engagement in accordance with Dutch
law, including the Dutch Standard 3810N
‘Assuranceopdrachten inzake
duurzaamheidsverslaggeving’ (assurance
engagements relating to sustainability
reporting), which is a specific Dutch
Standard that is based on the International
Standard on Assurance Engagements
(ISAE) 3000 (Revised) ‘Assurance
engagements other than audits or reviews
of historical financial information’.
Our responsibilities under this standard
are further described in the section ‘Our
responsibilities for the limited assurance
engagement on the sustainability
statement’ of our report. We believe that
the assurance evidence we have obtained
is sucient and appropriate to provide
a basis for our conclusion.
Our independence and
quality management
We are independent of RHI Magnesita N.V.
in accordance with the ‘Verordening inzake
de onafhankelijkheid van accountants bij
assuranceopdrachten’ (ViO, Code of ethics
for professional accountants, a regulation
with respect to independence) and other
relevant independence regulations in the
Netherlands. Furthermore, we have
complied with the ‘Verordening gedrags-
en beroepsregels accountants’ (VGBA,
Dutch Code of ethics for professional
accountants).
PwC applies the applicable quality
management requirements pursuant to the
‘Nadere voorschrien kwaliteitsmanagement’
(NVKM, regulations for quality management)
and the International Standard on Quality
Management (ISQM) 1 and accordingly
maintains a comprehensive system of
quality management including documented
policies and procedures regarding
compliance with ethical requirements,
professional standards and other relevant
legal and regulatory requirements.
Inherent limitations in preparing
the sustainability statement
In reporting forward-looking information
in accordance with the ESRS, the board
of directors of the Company is required to
prepare the forward-looking information
based on disclosed assumptions about
events that may occur in the future and
possible future actions by the Company.
The actual outcome is likely to be dierent
since anticipated events frequently do
not occur as expected. Forward-looking
information relates to events and actions
that have not yet occurred and may
never occur.
The comparability of sustainability
information between entities and over time
may be aected by the lack of historical
sustainability information in accordance
with the ESRS and by the absence of a
uniform practice on which to draw, to
evaluate and measure this information.
This allows for the application of dierent,
but acceptable, measurement techniques,
especially in the initial years.
The quantification of Greenhouse Gas
emissions is subject to inherent limitations
because of evolving methods and
knowledge underlying emissions factors
and other assumptions, including for those
sourced from third parties.
Limited assurance report of the
independent auditor on the
sustainability statement
To: the general meeting of RHI Magnesita N.V.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025328
OTHER INFORMATION CONTINUED
Responsibilities for the
sustainability statement
and for the limited assurance
procedures thereon
Responsibilities of the board of directors
for the sustainability statement
The board of directors of RHI Magnesita
N.V. is responsible for the preparation of
the sustainability statement in accordance
with ESRS, including the development and
implementation of the double materiality
process, which is a process to identify the
information reported in the sustainability
statement in accordance with the ESRS
and for disclosing this process in the
sustainability statement.
This responsibility includes:
• understanding the context in which
RHI Magnesita N.V.’s activities and
business relationships take place and
developing an understanding of its
aected stakeholders;
• the identification of the actual and
potential impacts (both negative and
positive) related to sustainability matters,
as well as risks and opportunities that
aect, or could reasonably be expected
to aect, the Company’s financial
position, financial performance, cash
flows, access to finance or cost of capital
over the short-, medium-, or long-term;
• the assessment of the materiality
of the identified impacts, risks and
opportunities related to sustainability
matters by selecting and applying
appropriate thresholds; and
• making assumptions and estimates that
are reasonable in the circumstances.
The board of directors is also responsible
for preparing the disclosures in compliance
with the reporting requirements provided
in the Taxonomy Regulation.
The board of directors is also responsible
for selecting and applying additional
entity-specific disclosures to enable
users to understand the Company’s
sustainability-related impacts, risks or
opportunities and for determining that
these additional entity-specific disclosures
are suitable in the circumstances and in
accordance with the ESRS.
Furthermore, the board of directors is
responsible for such internal control as the
board of directors determines is necessary
to enable the preparation of the
sustainability statement that is free from
material misstatement, whether due to
fraud or error.
The board of directors (non-executive
directors) is responsible for overseeing the
Company’s sustainability reporting process
including the double materiality process
carried out by the Company.
Our responsibilities for the limited
assurance engagement on the
sustainability statement
Our responsibility is to plan and perform
the limited assurance engagement in a
manner that allows us to obtain sucient
appropriate assurance evidence to provide
a basis for our conclusion.
Our objectives are to obtain a limited
level of assurance, as appropriate, about
whether the sustainability statement is
free from material misstatements, and to
issue a limited assurance conclusion in our
report. Misstatements can arise from fraud
or error and are considered material if,
individually or in the aggregate, they
could reasonably be expected to influence
decisions of users taken on the basis of the
sustainability statement. The procedures
vary in nature and timing from, and are less
in extent than for, a reasonable assurance
engagement. The level of assurance
obtained in a limited assurance
engagement is therefore substantially
lower than the assurance obtained in
a reasonable assurance engagement.
Our responsibilities in respect of the
sustainability statement, in relation to the
process to identify the information to be
reported in the sustainability statement
(‘the process’) include:
• Obtaining an understanding of the
process, but not for the purpose of
providing a conclusion on the
eectiveness of the process, including
the outcome of the process;
• Considering whether the information
identified addresses the applicable
disclosure requirements of the ESRS; and
• Designing and performing procedures
to evaluate whether the process is
consistent with the Company’s
description of its process set out
in the sustainability statement.
Our other responsibilities in respect
of the limited assurance engagement
on the sustainability statement include:
• Performing risk assessment procedures,
including obtaining an understanding
of internal control relevant to the
engagement, to identify where material
misstatements are likely to arise,
whether due to fraud or error; and
• Designing and performing procedures
responsive to where material
misstatements are likely to arise in the
sustainability statement. The risk of not
detecting a material misstatement
resulting from fraud is higher than for
one resulting from error, as fraud may
involve collusion, forgery, intentional
omissions, misrepresentations, or the
override of internal control.
329RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OTHER INFORMATION CONTINUED
Summary of procedures performed
The nature, timing and extent of procedures
selected depend on professional judgement,
including the identification of disclosures
where material misstatements are likely
to arise in the sustainability statement,
whether due to fraud or error.
We have exercised professional judgement
and have maintained professional scepticism
throughout the assurance engagement, in
accordance with the Dutch Standard 3810N,
ethical requirements and independence
requirements. Our procedures included,
amongst others, the following:
• Performing inquiries and an analysis
of the external environment and
obtaining an understanding of relevant
sustainability themes and issues,
the characteristics of the Company,
its activities and the value chain and its
key intangible resources to assess the
process to identify the information to be
reported carried out by the Company as
the basis for the sustainability statement
and disclosure of all material
sustainability-related impacts, risks and
opportunities in accordance with ESRS.
• Obtaining through inquiries a general
understanding of the internal control
environment, the Company’s processes
for gathering and reporting entity-related
and value chain information, the
information systems and the Company’s
risk assessment process relevant to the
preparation of the sustainability statement
and for identifying the Company’s
activities, determining eligible and
aligned activities and preparation
of the disclosures provided for in the
Taxonomy Regulation, without testing
the operating eectiveness of controls.
• Assessing the double materiality
process carried out by the Company
and identifying and assessing areas of
the sustainability statement, including
the disclosures provided for in the
Taxonomy Regulation where misleading
or unbalanced information or material
misstatements, whether due to fraud
or error, are likely to arise. We designed
and performed further assurance
procedures responsive to these areas.
• Considering whether the description
of the process to identify the information
to be reported in the sustainability
statement made by the board of
directors appears consistent with the
process carried out by the Company.
• Evaluating the methods, assumptions
and data for developing estimates and
forward-looking information. Assessing
whether the Company’s methods for
developing estimates are appropriate
and have been consistently applied for
selected disclosures. Our procedures
did not include testing the data on
which the estimates are based or
separately developing our own
estimates against which to evaluate
the Company’s estimates. We do not
provide assurance on the achievability
of this forward-looking information.
• Analysing, on a limited sample basis,
relevant internal and external
documentation at the level of the
Company (including other entities or
value chain from which the information
may stem) for selected disclosures.
• Determining the nature and extent of
the procedures to be performed for the
group components and locations. For
this, the nature, extent and/or risk profile
of these components are decisive.
• Reading the other information in
the annual report to identify material
inconsistencies, if any, with the
sustainability statement.
• Considering whether the disclosures
provided to address the reporting
requirements provided for in the
Taxonomy Regulation for each of the
environmental objectives, reconcile with
the underlying records of the Company
and are consistent or coherent with
the sustainability statement, appear
reasonable, in particular whether
anything came to our attention that
would cause us to believe that the
eligible economic activities do not meet
the cumulative conditions to qualify as
aligned and the technical criteria are
not met, and the accompanying key
performance indicators disclosures
have not been defined and calculated
in accordance with the Taxonomy
reference framework, and do not comply
with the reporting requirements provided
for in the Taxonomy Regulation,
including the format in which the
activities are presented.
• Reconciling the relevant financial
information to the financial statements.
• Considering the overall presentation,
structure and the balanced content
of the sustainability statement, including
the reporting requirements provided for
in the Taxonomy Regulation.
• Considering, based on our limited
assurance procedures and evaluation
of the assurance evidence obtained,
whether anything came to our attention
that would cause us to believe that the
sustainability statement as a whole,
including the sustainability matters and
disclosures, is not clearly and adequately
disclosed in accordance with ESRS.
Calculations to determine information
as included in the sustainability statement
could be based on assumptions and sources
from third parties that include information
about, among others, value chain and
information collected from actors in the
value chain, when appropriate. We have
not performed procedures on the content
of these assumptions and these external
sources, other than evaluating the suitability
and plausibility of these assumptions and
sources from third parties used.
We communicate with the board of
directors regarding, among other matters,
the planned scope and timing of the limited
assurance engagement and significant
findings that we identify during our limited
assurance engagement.
Rotterdam, 1 March 2026
PricewaterhouseCoopers Accountants N.V.
A. Westerman RA
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025330
OTHER INFORMATION CONTINUED
Alternative performance
measures (APMs)
Definitions of APMs used by the Group are
set out below. These definitions cover the
purpose and usefulness of each APM, and
give a reconciliation to the nearest IFRS
equivalent measure, or a reference to
a reconciliation appearing elsewhere
in this document.
In general, APMs are presented externally
to meet investor and analyst requirements
and to give clarity and transparency of the
Group’s underlying financial performance.
APMs are also used internally in the
management of the Group’s business
performance, budgeting and forecasting.
APMs are non-IFRS measures which enable
investors and other readers to review
alternative measurements of financial
performance, but they should not be
used in isolation from the main financial
statements. Commentary within the Annual
Report, including the Financial Review, the
Consolidated Financial Statements and the
accompanying notes, should be referred
to in order to fully appreciate all the factors
and context aecting the Group’s financial
performance. Readers are strongly
encouraged not to rely on any single
financial measure and to carefully review
the Group’s reporting in its entirety.
Performance APMs
Adjusted EBITDA
Adjusted EBITDA is a key non-IFRS
measure that the Executive Management
Team (EMT) and Directors use internally
to assess the underlying financial
performance of the Group and is viewed
as relevant to capital intensive industries.
The ratio of Net Debt to Adjusted EBITDA
is used as a measure of financial gearing.
Adjusted EBITDA is defined as EBIT, as
presented in the Consolidated Statement
of Profit or Loss, before amortisation,
depreciation, and Excluded Items
(see definition below).
Pro Forma Adjusted EBITDA
Pro Forma Adjusted EBITDA is used to
assess financial gearing and includes a full
year of Adjusted EBITDA contribution from
businesses acquired during the year.
Adjusted EBITA
Adjusted EBITA is a key non-IFRS measure
that the EMT and Directors use internally
to assess the underlying performance
of the Group.
Adjusted EBITA is determined consistently
with Adjusted EBITDA, but includes
depreciation expense of property, plant
and equipment to reflect the wear and
tear cost and future replacement of
productive assets.
Adjusted EPS
Adjusted EPS is a key non-IFRS measure
and one of the Group’s KPIs. Adjusted EPS
is used to assess the Group’s underlying
operational performance, post tax and
non-controlling interests on a per
share basis.
This measure is based on Adjusted EBITA
aer finance income and expenses, taxes,
share of profit or loss from associates and
joint ventures and non-controlling interest.
Share of profit or loss from associates and
joint ventures is adjusted to exclude
impairments and gains or losses
recognised on disposals.
Adjusted EPS excludes finance income
and expenses and certain foreign exchange
eects, that are not directly related to
operational performance. This includes
the non-cash present value adjustments
for the Oberhausen provision.
Taxes are calculated by applying the
eective tax rate normalised for restructuring
expenses and impairments.
Excluded items
Items that are excluded (Excluded Items) in
arriving at the Group’s Adjusted measures
of Adjusted EBITA, EBITDA and EPS include:
Other income, other expenses and
restructuring expenses as reflected on the
Consolidated Statement of Profit or Loss
as well as gains and losses within interest
income, interest expenses and other net
financial expenses that are non-recurring
in nature and not reflective of the
underlying operational performance
of the business. Excluded items include
restructuring related provisions, costs in
relation to corporate transactions and other
non-recurring costs. The tax impacts of the
above Excluded Items are also adjusted for.
Cash flow performance measures
Adjusted operating cash flow and
Free cash flow
Adjusted operating cash flow is a key
non-IFRS measure used by the EMT and
the Directors to reflect the operational cash
generation capacity of the Group before
the cash impacts of Excluded Items (see
definition above).
Adjusted operating cash flow is defined
as Adjusted EBITDA adjusted for working
capital items, changes in other assets
and liabilities and capital expenditure
and other non-cash items, such as share
based payments. This APM is reconciled
to Net Cash flow from operating activities
as follows:
€m 2025 2024
Adjusted operating cash flow
(APM) 391 419
Capital expenditure 111 145
Income Taxes paid (54) (69)
Other income/expenses
and restructuring items (69) (62)
Net cash flow from operating
activities 379 433
1. As reflected in the Consolidated Statement
of Cash Flows.
ALTERNATIVE PERFORMANCE MEASURES (APMS)
331RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Free cash flow is determined from the IFRS
measures of Net cash flow from operating
activities, net cash used in investing
activities and net cash (used in)/provided
by financing activities and excludes the
cash impacts of purchases and disposals
of business and subsidiaries, dividends paid
to equity shareholders of the Group, share
capital transactions with shareholders,
proceeds and repayment of borrowings
and current borrowings and repayment
of leases.
Free cash flow is reconciled to Cash
changes in Net debt in the table in the
‘Cash flow and working capital’ section.
Cash changes in Net debt is reconciled
to Change in cash and cash equivalents
in the Net Debt APM reconciliation.
Balance sheet
Liquidity
Liquidity comprises cash and cash
equivalents, short term marketable securities
and undrawn committed credit facilities.
€m 2025 2024
Cash and cash equivalents 355 576
Revolving credit facility 600 600
Syndicated term loan 0 200
Liquidity 955 1,376
1. As reflected in the Consolidated Statement
of Cash Flows.
ALTERNATIVE PERFORMANCE MEASURES (APMS) CONTINUED
Net Debt
Net Debt is the excess of current and
non-current borrowings, associated debt
derivatives for which hedge accounting
is applied and lease liabilities over cash
and cash equivalents and short-term
marketable securities. The Board uses
this measure for the purpose of capital
management. A reconciliation of Net Debt
is included in Note 33 to the Consolidated
Financial Statements.
€m 2025 2024
Cash changes in Net debt (223) 80
Proceeds from borrowings 346 14
Repayment of borrowings (287) (174)
Change in current borrowings (25) (41)
Repayment of lease obligations (17) (20)
Cash inflow from financial assets 0 11
Change in cash and cash
equivalents (207) (130)
1. As reflected in the Consolidated Statement
of Cash Flows.
Working capital
Working capital consists of inventories plus
trade receivables and other receivables
minus trade payables and other payables.
Working capital intensity provides a measure
of how ecient the Company is in managing
operating cash conversion cycles. It is
measured as Working capital divided by
trailing three-month revenues (annualised)
and is expressed as a percentage.
€m 2025 2024
Inventories (Note 21) 932 962
Trade receivables (Note 22) 445 530
Contract assets (Note 22) 6 3
Contract liabilities (Note 31) (36) (59)
Accounts receivable 414 4 74
Trade payables (Note 31) (577) (572)
Total working capital 769 865
Return on invested capital (ROIC)
ROIC reflects the annualised return
on invested capital of the Group. ROIC is
calculated as NOPAT (net operating profit
aer tax) divided by average invested
capital of the year.
€m 2025 2024
Revenue 3,366 3,487
Cost of sales (2,594) (2,628)
Selling, general and
administrative expenses (360) (408)
Research and development
expenses (39) (45)
Amortisation of intangible assets (52) (39)
Income taxes paid (54) (69)
NOPAT 266 299
€m 2025 2024
Goodwill 403 342
Intangible assets 540 417
Property, plant and equipment 1,246 1,285
Investments in joint ventures
and associates 6 7
Other non-current assets 29 76
Deferred tax assets 163 152
Inventories 932 963
Trade and other receivables 576 660
Income tax receivables 49 40
Deferred tax liabilities (91) (64)
Trade and other current liabilities (757) (843)
Income tax liabilities (29) (29)
Current provisions (80) (43)
Adjustment (184) (184)
Invested capital 2,802 2,781
Average invested capital 2,792 2,859
Return on invested capital 9.5% 10.4%
1. As reflected in the Consolidated Statement
of Profit and Loss.
2. As reflected in the Consolidated Statement
of Cash Flows.
3. As reflected in the Consolidated Statement
of Financial Position.
4. Invested capital figures are excluding the
€184million non-cash share from the Dalmia
acquisition in India (closed in 2023).
5. NOPAT divided by average invested capital
of the year.
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025332
GLOSSARY
AFM Dutch Authority for the Financial Markets
AGM Annual General Meeting
AGVs Automated Guided Vehicles
AI Artificial Intelligence
APM Alternative Performance Measures
BPI BPI RHIM LLC – Joint Venture with BPI Inc
CapEx Capital Expenditure
CBAM Carbon Border Adjustment Mechanism
CCM Caustic calcined magnesia
CCO Chief Customer Ocer
CCU Carbon Capture & Utilisation
CDP Global disclosure system for investors,
companies, cities, states and regions
to manage their environmental impacts
CEO Chief Executive Ocer
CFO Chief Financial Ocer
CO Carbon dioxide
CoGS Cost of Goods Sold
CoRe Complexity Reduction Programme
COVID-19 Coronavirus disease 2019
CIS Commonwealth of Independent States
CREST Certificateless Registry for Electronic
Share Transfer
CSC Corporate Sustainability Committee
CSDDD Corporate Sustainability
Due Diligence Directive
CSRD Corporate Sustainability Reporting Directive
CTO Chief Technology Ocer
DACH Three Central European countries of
Germany (D), Austria (A), and Switzerland (CH)
DBM Dead Burned Magnesia
DBRL Dalmia Bharat Refractories Limited
DEI Diversity, equity and inclusion
DCGC Dutch Corporate Governance Code 2025
DMA Double Materiality Assessment
DNSH Do-No-Significant-Harm criteria
DRI Direct Reduced Iron
dss+ DSS Sustainable Solutions, a leading
consultancy firm, focused on safety
DTR Disclosure & Transparency Rules (UK)
EAF Electric Arc Furnace
EBIT Earnings Before Interest and Taxes
EBITA Earnings Before Interest, Taxes
and Amortisation
EBITDA Earnings Before Interest, Taxes, Depreciation
and Amortisation
EMT Executive Management Team
EPS Earnings Per Share
ERD Employee Representative Director
ERP Enterprise Resource Planning system
ESCC Equity Shares (Commercial Companies)
category of the Ocial List on the Main Market
of the London Stock Exchange
ESEF European Single Electronic Format
ESF Electric Smelting Furnace
ESG Environmental Social & Governance
ESRS European Sustainability Reporting Standards
ETPs Euent Treatment Plants
ETR Eective Tax Rate
ETS Emissions Trading Schemes
EU European Union
EU Taxonomy EU Taxonomy Regulation
FCA UK Financial Conduct Authority
FRC UK Financial Reporting Council
FTE Full-time equivalent
FTSE Financial Times Stock Exchange
FX Foreign Exchange
GAAP Generally Accepted Accounting Principles
GHG Greenhouse Gas Protocol
GSS Global Shared Services
H&S Health & Safety
Hi-Tech Hi-Tech Chemicals Ltd
IARC Internal Audit, Risk & Compliance
IAS International Accounting Standards
IFRS International Financial Reporting Standards
ILO International Labour Organisation
IMS Integrated Management System
IRO Impact, risk and opportunity
Jinan New Emei Jinan New Emei Industries Co. Ltd
KPI Key Performance Indicator
KPMG KPMG LLP
LATAM One of the RHI Magnesita strategic regions:
South and Central America
LES Lining evaluation scan
LTIF Lost Time Injury Frequency
LTIFR Lost-Time Injury Frequency Rate
LTIP Long-Term Incentive Plan
MCi Carbon Mineral Carbonation International Pty Ltd.
M&A Mergers and Acquisitions
META One of the RHI Magnesita strategic regions:
Middle East, Türkiye and Africa
MIRECO Horn & Co. RHIM Minerals Recovery GmbH
MSCI Morgan Stanley Capital International
Glossary
333RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
GLOSSARY CONTINUED
NACE The ‘statistical classification of economic
activities’ in the European Community.
The term NACE is derived from the French title:
Nomenclature statistique des activités
économiques dans la Communauté européenne.
NAM One of the RHI Magnesita’s strategic regions:
North America
NCI Non-Controlling Interest
NED Non-Executive Director
NFRD Non-financial reporting Directive
NG Natural Gas
NGOs Non-governmental organisations
NOA Network Optimisation Americas
NOE Network Optimisation Europe
NOPAT Net Operating Profit Aer Tax
NOx Nitrogen oxides
NPS Net Promoter Score
OCF Operating Cash Flow
Oberhausen Unfavourable contract required to satisfy
EU remedies at the time of the combination
of RHI and Magnesita to form RHI Magnesita
OECD Organisation for Economic Co-operation
and Development
OeKB Oesterreichische Kontrollbank AG
OES Operations Excellence System
OIE Other Income and Expenses
OMV Austrian petroleum company – OMV AG
OT Operations Technology
PCF Product Carbon Footprint
P-D Refractories P-D Refractories CZ a.s.
PIFOT Process In Full On Time
PPE Personal Protective Equipment
PP&E Property Plants & Equipment
PwC PricewaterhouseCoopers Accountants N.V.
QIP Qualified Institutional Placement, a
mechanism used for equity issuance in India
Resco Resco Group
R&D Research & Development
RCF Revolving Credit Facility
RHI Magnesita
HELP Fund/H&S
Fund/Health &
Safety Fund
RHI Magnesita HELP – Verein zur
Unterstützung von Arbeitnehmern in
Notsituationen, an independent non-profit
association that supports individuals, and
their direct family members, who have been
aected by occupational, work-related
accidents, or fatalities
Rhône Capital Refers to the group of a number of limited
partnerships, parallel investment and
co-investment vehicles which are ultimately
controlled by Rhône Capital L.L.C.
ROIC Return On Invested Capital
RM Raw material
RR Recycling Rate
SAR+ Refractory Application System
SDGs United Nations Sustainable Development Goals
Seven Refractories Seven Refractories d.o.o.
SFDR Sustainable Finance Disclosure Regulation
SIF Serious injuries and fatalities
SIFp Preventive Ratio, Near Misses, Unsafe
Situations, Serious Injuries & Fatalities
SG&A Selling, General and Administrative Expenses
SID Senior Independent Director
SMART SMART maintenance uses digital tools to make
maintenance and servicing more ecient
SOx Sulphur oxides
Sörmaş Söğüt Refrakter Malzemeleri Anonim Şirketi
SKUs Stock keeping units
SRM Secondary Raw Materials
SS Scrap Steel
STPs Sewage treatment plants
TCFD Task Force on Climate-related
Financial Disclosures
tCO Tonnes of CO
TMS Transport management system
TRI Total recordable injuries
TRIF Total Recordable Injury Frequency
TRL Technology Readiness Level
TSC Technical Screening Criteria
TSR Total Shareholder Return
UK United Kingdom
UKCGC UK Corporate Governance Code 2024
UN United Nations
UNGC United Nations Global Compact
UNGPs United Nations Guiding Principles on Business
and Human Rights
US/USA United States of America
WC Works Council
Workvivo RHI Magnesita employee mobile application
for corporate communications
WTW Willis Towers Watson
WSA World Steel Association
WUI World Uncertainty Index
WWF World Wide Fund for Nature
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025334
SHAREHOLDER INFORMATION
RHI Magnesita N.V. is a public company with
limited liability under Dutch law and was
incorporated on 20 June 2017.
It has its corporate seat in Arnhem, the Netherlands, its
administrative seat in Vienna, Austria and its registered oce
at Kranichberggasse 6, 1120 Vienna, Austria.
The telephone number of the Issuer is +43 50 2136200.
The Company shares, represented by depository interests,
of RHI Magnesita N.V, are listed within the Equity Shares
(Commercial Companies) category (“ESCC”) of the Ocial List on
the Main Market of the London Stock Exchange and RHI Magnesita
N.V holds a secondary listing on the Prime Segment of the Vienna
Stock Exchange (Wiener Börse).
Ticker symbol: RHIM
ISIN Code: NL 0012650360
Investor information
The Company’s website www.rhimagnesita.com provides
information for shareholders and should be the first port of call
for general queries. The Investors section here contains details
on the current and historical share price, analyst presentations,
shareholder meetings as well as a “Shareholders Information”
section. Annual and Interim Reports can also be downloaded
from this section.
You can also subscribe to an “Investors mail alert service” to
automatically receive an email when significant announcements
are made.
Shareholding information
To manage your shareholding, you should contact your bank, broker
or nominee, who will administer your shareholding on your behalf.
The shares traded on the London Stock Exchange are settled as
Depositary Interests. Depositary Interests for RHI Magnesita are
issued by our Depositary, Computershare Investors Services plc,
who can be contacted using the below details:
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom
www.computershare.com/uk
T: +44 (0) 370 702 0000
Financial calendar
Q1 Trading Update 29 April 2026
Annual General Meeting 13 May 2026
Half Year Results 27 July 2026
Investor Relations department
Kranichberggasse 6
1120 Vienna
Austria
Email: investor.relations@rhimagnesita.com
Corporate brokers
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
United Kingdom
T: +44 20 7418 8900
www.peelhunt.com
Barclays Bank PLC
1 Churchill Place
Canary Wharf
London E14 5HP
United Kingdom
T: +44 20 7623 2323
www.barclays.com
Auditor
PricewaterhouseCoopers Accountants N.V,
Fascinatio Boulevard 350
3065 WB Rotterdam
The Netherlands
T: +31 88 792 00 10
www.pwc.nl
Follow us
linkedin.com/company/
rhi-magnesita/
instagram.com/
rhimagnesita/
facebook.com/
rhimagnesita
Shareholder
information
335RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
This Annual Report contains (or may contain) certain
forward-looking statements with respect to certain of the
Company’s current expectations and projections about future
events. These statements, which sometimes use words such as
“aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect”
and words of similar meaning, reflect the directors’ beliefs and
expectations and involve a number of risks, uncertainties and
assumptions which could cause actual results and performance
to dier materially from any expected future results or
performance expressed or implied by the forward-looking
statement. Statements contained in this Annual Report regarding
past trends or activities should not be taken as a representation
that such trends or activities will continue in the future. The
information contained in this Annual Report is subject to change
without notice and, except as required by applicable law, the
Company does not assume any responsibility or obligation to
update publicly or review any of the forward-looking statements
contained in it and nor does it intend to. You should not place
undue reliance on forward looking statements, which apply only
as of the date of this announcement. No statement in this Annual
Report is or is intended to be a profit forecast or profit estimate or
to imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical
or published earnings of the Company. As a result of these risks,
uncertainties and assumptions, the recipient should not place
undue reliance on these forward-looking statements as a
prediction of actual results or otherwise. The Company has no
obligation or undertaking to update or revise the forward-looking
statements contained in this Annual Report to reflect any change
in its expectations or any change in events, conditions, or
circumstances on which such statements are based unless
required to do so by applicable regulations. The numbers
presented throughout this Annual Report may not sum precisely
to the totals provided and percentages may not precisely reflect
the absolute figures, due to rounding.
Forward looking
statements
FORWARD LOOKING STATEMENTS
RHI MAGNESITA ANNUAL REPORT AND ACCOUNTS 2025336
Designed and produced by
Gather.London
RHI Magnesita N.V.
Kranichberggasse 6,
1120 Vienna, Austria
www.rhimagnesita.com