RHI MAGNESITA N.V.

(a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, with its corporate

seat (statutaire zetel) in Arnhem, the Netherlands)

Admission to listing of 44,819,039 ordinary shares on the premium listing segment of the Official List of the UK Financial Conduct Authority and to trading on the London Stock Exchanges

main market for listed securities

This prospectus (the Prospectus) is prepared for the admission of ordinary shares, with a nominal value of EUR 1 each (Ordinary Shares), in the capital of RHI Magnesita N.V., currently named RHI-MAG N.V. (the Issuer or RHI Magnesita) to (i) the premium listing segment of the Official List of the UK Financial Conduct Authority (the FCA) (Premium Listing) and (ii) trading on the London Stock Exchange plcs main market for listed securities (together, Admission). Upon completion of the Merger (as defined below), the Issuer will become the legal successor of RHI AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Austria (RHI). The Issuer has, and until the completion of the Merger will have, no material operations, assets or liabilities.

Investing in the Ordinary Shares involves certain risks. Prospective investors should carefully read this entire Prospectus and, in particular, the section headed Risk Factors, beginning on page 23 when considering an investment in Ordinary Shares.

On October 5, 2016, RHI entered into a share purchase agreement with a group of shareholders controlling Magnesita Refratrios S.A., a corporation incorporated under the laws of Brazil, (Magnesita) pursuant to which RHI agreed to purchase 50% plus one share of the issued and outstanding share capital of Magnesita (the Acquisition of Control) for a consideration consisting of (i) approximately EUR 117.3 million in cash and (ii) 5,000,000 newly issued Ordinary Shares. The Merger and the completion of the Acquisition of Control are expected to occur on October 26, 2017 and Admission of the Ordinary Shares is expected to occur on October 27, 2017. As a result of the Acquisition of Control, the Issuer will be required to make a mandatory offer to Magnesitas remaining shareholders (the Mandatory Offer). The Issuer intends to acquire all of the issued and outstanding share capital of Magnesita following the Acquisition of Control (the Acquisition of Control, the Mandatory Offer and any subsequent delisting offer with respect to Magnesita, the Acquisition). For a more detailed description of the Acquisition, see Description of the Acquisition and the Restructuring.

As a preparatory step to the Acquisition of Control, RHI and Magnesita have agreed, inter alia, that RHI will merge with and into the Issuer, whereupon RHI will cease to exist, the Issuer will assume all of RHIs contractual relationships, assets and liabilities under universal succession of title, and RHIs shareholders will receive in exchange for each no-par value bearer share in the capital of RHI (each such share in RHI, an RHI Share) one newly issued Ordinary Share (the Merger). Accordingly, when the Merger becomes effective, the Issuer will become the new holding company of the Group (as defined below) and all shareholders of RHI will become shareholders of the Issuer. Furthermore, when the Merger becomes effective, the Issuer will be renamed from RHI-MAG N.V. to RHI Magnesita N.V. On August 4, 2017, the shareholders of RHI and on August 16, 2017, the shareholder of the Issuer approved the Merger. For a more detailed description of the Merger, see Description of the Acquisition and the Restructuring.

Following effectiveness of the Merger, the Issuers issued share capital will consist of 39,819,039 Ordinary Shares and following completion of the Acquisition of Control, the Issuers issued share capital will consist of, and this Prospectus relates to, 44,819,039 Ordinary Shares. All references to Ordinary Shares shall be deemed, where the context so permits, to be or include references to, the dematerialized depositary interests representing entitlements to Ordinary Shares and can be settled electronically through and held in CREST, as issued by Computershare Investor Services PLC (the Depositary), which will hold (itself or through its custodian) the underlying securities on trust (the Depositary Interests).

Application will be made to the FCA under section 73A of the Financial Services and Markets Act 2000, as amended and to the London Stock Exchange plc (the London Stock Exchange), respectively, for the Ordinary Shares (i) to be admitted to Premium Listing and (ii) to be admitted to trading on the London Stock Exchanges main market for listed securities. As at the date of this Prospectus the RHI Shares are listed on the official market of the Vienna Stock Exchange. Upon effectiveness of the Merger, RHI will cease to exist as a legal entity and the RHI Shares will no longer be listed on the Vienna Stock Exchange. Any trades in RHI Shares on the Vienna Stock Exchange that are not settled prior to the Merger becoming effective will be transformed and settled via the London Stock Exchange following Admission. It is expected that Admission will become effective and that unconditional dealings in the Ordinary Shares issued as part of the Merger will commence on the London Stock Exchange at 8:00 a.m. (London time), on October 27, 2017. Following Admission, at least 25% of the Ordinary Shares will be held in public hands (within the meaning of paragraph 6.1.19R of the listing rules of the FCA (the Listing Rules)). Furthermore, application will be made for the Ordinary Shares to be included in trading on the Third Market, a multilateral trading facility operated by the Vienna Stock Exchange (the Third Market); the Third Market is not a regulated market within the meaning of Article 4 (1) of Directive 2004/39/EC.

This Prospectus constitutes a prospectus for the purposes of Article 3 of Directive 2003/71/EC of the European Parliament and the Council of the European Union and the amendments thereto (including those resulting from Directive 2010/73/EU) (the Prospectus Directive) and has been prepared in accordance with Chapter 5.1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) and the rules promulgated thereunder (the Dutch Financial Supervision Act). This Prospectus has been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financile Markten) (the AFM). The Issuer has requested the AFM to notify its approval in accordance with Article 18 of the Prospectus Directive to the competent authority in the United Kingdom (the UK), the FCA, with a certificate of approval attesting that this Prospectus has been prepared in accordance with the Prospectus Directive.

This Prospectus may not be used for and does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities. Distribution of this Prospectus may, in certain jurisdictions, be subject to specific regulations. Persons in possession of this Prospectus are urged to inform themselves of any such restrictions which may apply in their jurisdiction and to observe them. Any failure to comply with these regulations or restrictions may constitute a violation of the securities laws of that jurisdiction. The Issuer disclaims all responsibility for any violation of such regulations or restrictions by any person.

The date of this Prospectus is October 17, 2017.

Sole Sponsor

Citigroup Global Markets Limited

ii

[Page intentionally left blank.]

iii

TABLE OF CONTENTS

SUMMARY ............................................................................................................................................... 1

RISK FACTORS ...................................................................................................................................... 23 Risks relating to the Groups markets and industry ........................................................................... 23 Risks relating to the Groups business, production and operations .................................................... 27 Legal, regulatory and financial risks relating to the Group ................................................................ 31 Risks relating to the Acquisition ........................................................................................................ 38 Risks relating to the Ordinary Shares and Admission ........................................................................ 40

IMPORTANT INFORMATION .............................................................................................................. 43 General ............................................................................................................................................... 43 Responsibility statement .................................................................................................................... 43 Notice to investors .............................................................................................................................. 43 Forward-looking statements ............................................................................................................... 43 Sources of market data ....................................................................................................................... 45 No incorporation of websites ............................................................................................................. 45 Definitions .......................................................................................................................................... 46

PRESENTATION OF FINANCIAL INFORMATION ....