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GrafTech Files Preliminary Proxy Materials

Stocks in this article: GTI

With the election of Mr. Danjczek and Ms. Morris, the GrafTech Board will be composed of nine highly-qualified and experienced directors, seven of whom are independent. Mr. Shular has previously announced his intention to retire from the Board at the end of 2014. All of the Company’s current directors, as well as Mr. Danjczek and Ms. Morris, are seasoned professionals who possess the necessary skills and experiences across a range of disciplines and industries that are critical to GrafTech.

As previously disclosed, the Daniel and Nathan Milikowsky Group has nominated five directors to stand for election to the Company’s Board to take control of the Company at the upcoming Annual Meeting. In an effort to reach a mutually agreeable resolution that would benefit all stockholders and avoid a potentially costly and distracting proxy contest, GrafTech has made two separate settlement offers to the Daniel and Nathan Milikowsky Group, which have both been rejected.

While GrafTech believes it is unfortunate that the Daniel and Nathan Milikowsky Group has rejected the settlement offers, the Company does not believe it is in stockholders’ interests to have an expensive and distracting proxy contest at the upcoming Annual Meeting. Accordingly, as the Company has indicated to Nathan Milikowsky directly, GrafTech remains open to continuing to engage with the Daniel and Nathan Milikowsky Group in order to reach a mutually agreeable resolution, including having representation from its proposed slate on the GrafTech Board.

The GrafTech Board and management team are confident that the Company has the right leadership and strategy to continue driving value for all stockholders. GrafTech has a strong track record of success and is positioned to deliver long-term growth and stockholder value. Over the last five years, the Board and management team have taken key steps to strengthen and transform the business, including:

  • Successfully completed and integrated four acquisitions;
  • Expanded end markets as well as technology and processing capabilities;
  • Secured the supply of a key raw material through backward integration;
  • Since 2009, grew Engineered Solutions’ sales at a compound annual rate of over 20%;
  • Launched in October 2013, a transformative restructuring of the Company’s global production network to dramatically improve its cost structure and reduce inventory;
  • Reduced SG&A by 18% in 2013; and
  • Maintained a strong balance sheet in a challenging economic and industry environment.

Stockholders may receive materials, in the mail or otherwise, from the Daniel and Nathan Milikowsky Group. The GrafTech Board notes that stockholders are not required to take any action at this time and recommends that stockholders defer making any voting decisions until they receive definitive proxy materials from the Company.

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