GrafTech International Ltd. (NYSE:GTI) (“GrafTech”) today responded to the latest inaccurate and misleading claims outlined by the Daniel and Nathan Milikowsky Group. Nathan Milikowsky’s Ongoing Misrepresentations and Misleading and Inaccurate Disclosures On May 13, 2014, Nathan Milikowsky issued a press release in which he buried a corrective disclosure that he was asked to make by Royce & Associates in a letter to him dated April 24, 2014. GrafTech has had the opportunity to review a copy of the letter that Royce delivered to Mr. Milikowsky. GrafTech’s Board appreciates that Royce values integrity and candor in disclosures and took the initiative to seek corrective action by Mr. Milikowsky. GrafTech’s Board is not surprised that Mr. Milikowsky would wait until the eve of the Annual Meeting to make his “corrective” disclosure, when he has been in possession of the letter from Royce for nearly three weeks. It is unfortunate that even Mr. Milikowsky’s “corrective” disclosure did not provide all of the details outlined in the Royce letter. Mr. Milikowsky’s April 22, 2014 SEC filing and May 13, 2014 “corrective” SEC filing continue to misrepresent facts and mislead stockholders. These are continuing examples of inappropriate conduct consistent with the type of behavior that the GrafTech Board has seen from Mr. Milikowsky, including during his prior tenure on the GrafTech Board. We continue to be concerned that his misconduct will once again infect the boardroom if he is elected. As a reminder, we are committed to adding Karen Finerman, David Jardini or both to the Board from the Milikowsky Group’s slate following the meeting if all seven GrafTech nominees are elected to the Board. The Board and management team have one goal – to execute our strategy to drive enhanced value for all stockholders. We are confident that we are well-positioned to do just that and we, and stockholders, cannot afford to be derailed. We urge stockholders to vote the WHITE proxy card today if they have not already voted. If stockholders have voted on the blue proxy card, we urge them to change their vote. Investigation of Nathan Milikowsky In 2012, the GrafTech Board unanimously appointed a committee of independent directors as well as independent investigatory counsel to conduct a thorough investigation into apparent leaks of confidential inside information that were brought to the Board’s attention by several members of the management team. After completion of its investigation, investigatory counsel reported its conclusion that there had been leaks of material nonpublic information, that there was evidence that Mr. Milikowsky was the source of the leaks, that there was no evidence to support a conclusion that management or any other director was the source of the leaks and that at least some of that information could not have been developed independently.
GrafTech’s independent Nominating Committee concluded that the facts, circumstances and evidence it considered in advance of the 2013 Annual Meeting established that the conditions to the re-nomination of Mr. Milikowsky for election as a director were not satisfied, that the Stockholders’ Agreement was breached, and that Mr. Milikowsky’s presence on the Board was disruptive to Board functioning.The GrafTech Board stands behind its investigation, process and findings. The Board’s analysis was comprehensive and balanced and the investigation was thorough, thoughtful and conducted with the assistance of well-recognized, highly experienced, independent investigatory counsel, Morris, Nichols, Arsht & Tunnell LLP, which reported to a Special Committee of the Board composed entirely of independent directors. Response to Lawsuit GrafTech has reviewed the lawsuit filed by Michael Nahl, a former GrafTech director, in the New York Supreme Court. GrafTech believes that the lawsuit is entirely without merit and intends to defend itself vigorously. GrafTech looks forward to a review of the facts by the Court.
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