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GrafTech Files Definitive Proxy Materials And Mails Letter To Stockholders

GrafTech International Ltd. (NYSE:GTI) (“GrafTech”) today announced that it has filed definitive proxy materials with the Securities and Exchange Commission (“SEC”) in connection with the Company’s May 15, 2014, Annual Meeting of Stockholders.

In connection with the definitive proxy filing, the Company will mail a letter to stockholders, urging them to protect their investment by voting FOR the GrafTech’s seven director nominees on the WHITE proxy card.

The full text of the letter follows:


April 15, 2014

Dear Fellow Stockholders,

At GrafTech’s Annual Meeting of Stockholders on May 15, 2014, you will be asked to make an important decision regarding your Company’s future. We urge you to protect the value of your investment by voting the enclosed WHITE proxy card today FOR GrafTech’s seven highly qualified and experienced director nominees, including two new independent nominees: Joel Hawthorne, Randy Carson, Mary Cranston, Thomas Danjczek, Ferrell McClean, Catherine Morris and Steven Shawley.

GrafTech has a strong track record of success, the right strategy, and the right board oversight and management team to deliver long-term growth and drive stockholder value creation. The Board and management team are focused on creating value for all GrafTech stockholders through continued implementation of our strategy of improving operating efficiencies, enhancing global competitiveness and driving increased profitability and cash flows in 2014 and beyond.

As you may know, the Daniel and Nathan Milikowsky Group (the “Milikowsky Group”), led by former Board member Nathan Milikowsky, has nominated a slate of five individuals for election to the Board at the Annual Meeting, which would allow the Milikowsky Group to take control of your company without paying stockholders a control premium. We would like to highlight the following:
  • Your Board and management team are successfully executing a strategy to build value for all stockholders as we exit the industry’s extreme cyclical downturn of the last five years;
  • GrafTech’s experienced and highly qualified Board is committed to serving the interests of all stockholders;
  • Your Board is open to change and to engaging in constructive dialogue with stockholders;
  • The Milikowsky Group’s platform is based on flawed analysis and misleading statements, and demonstrates a fundamental lack of understanding of GrafTech’s global businesses;
  • Nathan Milikowsky was not re-nominated to the Board in 2013 following serious governance breaches and conduct that demonstrate he is not qualified to serve on the Board;
  • Your Board has made multiple reasonable settlement offers to the Milikowsky Group to provide them with meaningful representation on the Board, which they rejected;
  • GrafTech’s Board has taken steps to reduce the number of our nominees from nine to seven, while adding two new, highly qualified, independent candidates; and
  • If all of our seven Board nominees are elected, we intend to offer to add representation from the Milikowsky Group to our Board after the Annual Meeting, choosing from among those candidates who meet our corporate governance criteria.

GrafTech’s Board unanimously recommends that stockholders vote FOR the Company’s nominees today by telephone, online, or by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided. Your vote is important no matter how many or how few shares you own. We urge stockholders to discard any blue proxy card and other materials sent to you by the Milikowsky Group.


Together with the management team, the Board has built an advantaged, low-cost, backward-integrated business model that is supported by a strong capital structure. We believe we are well-positioned to deliver results above our prior peak EBITDA performance. In fact, we believe our Board’s and management’s business model has the power to deliver $500 million to $600 million in EBITDA when market demand fully recovers.

GrafTech has taken significant actions to further strengthen our Industrial Materials segment. We are a major player in graphite electrode markets, with four graphite electrode manufacturing facilities and customers in approximately 70 countries serving the growing EAF steel industry. We are confident that our Industrial Materials segment is poised to generate meaningful value as the demand environment improves.

Our Engineered Solutions segment, which builds on our core competency of graphite material science, leverages the Company’s award-winning R&D capabilities to diversify into high-growth markets that include advanced consumer electronics, industrial, alternative energy, and aerospace and defense. Despite the challenging environment for Industrial Materials, our Engineered Solutions segment achieved 16 percent growth and record sales in 2013, and is positioned for another year of double digit growth.

As we continue to win high-profile contracts, streamline operations and increase productivity, we are confident the Company will realize additional benefits, including improved quality, further improved cost structure and product breakthroughs across the Company’s product portfolio.

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