as of March 17, 2009:

Statement of the Executive Committee and Supervisory Board of SGL Carbon SE pursuant to Sec. 161 of the German Joint Stock Corporation Act on the German Corporate Governance Code

The Executive Committee and the Supervisory Board declare that the Company is in compliance with the recommendations of the „Government Commission on the German Corporate Governance Code“ („Regierungskommission Deutscher Corporate Governance Kodex“) (version as of June 6, 2008) as published by the Federal Ministry of Justice in the section of official notices of the electronic Federal Gazette (publication as of August 8, 2008) with the following exceptions:

• Code section 3.8 (2): The liability insurance taken out by the Company for the Executive Committee and Supervisory Board (D&O Insurance) does not contain any deductible. According to international practice such a deductible is not customary.
• Code section 4.2.3 (4) and (5): The payment cap in case of the premature termination of an Executive Committee member’s contract without serious cause or due to a change of control is, in our view, inappropriate with respect to the current contract- and compensation structure.
• Code section 4.2.5 (2) and (3): No individualized information on the annual appropriation to pension reserves or pension funds in the case of pension commitments for Executive Committee members and no information on the type of ancillary benefits provided to Executive Committee members by the Company. The notes to the consolidated financial statements already contain detailed information on the compensation of the individual Executive Committee members pursuant to the requirements of the Disclosure of Board Compensation Act (Vorstandsvergütungsoffenlegungsgesetz).
• Code section 5.4.3, 3rd sentence: According to the applicable law, the members of the Supervisory Board, and not the shareholders, elect the chairman of the Supervisory Board among themselves in a free vote. We are of the opinion that the members of the Supervisory Board must remain free in making their decision and may therefore not be exposed to the possibly improper influence of third parties. This consideration could be undermined by a public announcement of the candidates. Aside from this, it appears to be of little practical use to have nominations accepted for candidates to the chairmanship of the supervisory board on a specific date on which it is not even certain that these candidates will be elected to the supervisory board.
• Code section 5.4.6 (2): The articles of association of SGL Carbon SE provide for fixed remuneration for Supervisory Board members and additional remuneration for their work in committees. We are of the view that this rule is appropriate to our company, it has proven to be useful in the past and that it should thus be maintained for the foreseeable future.

The Executive Committee and the Supervisory Board further declare that the Company had been in compliance with the recommendations of the „Government Commission on the German Corporate Governance Code“ as published by the Federal Ministry of Justice in the section of official notice of the electronic Federal Gazette since the delivery of the last statement on December 9, 2008 apart from the named deviations.

The Corporate Governance Principles of SGL Carbon SE furthermore satisfy almost without exception the non-obligatory suggestions of the Corporate Governance Code.

Wiesbaden, March 17, 2009

For the Supervisory Board of of SGL Carbon SE
Max Dietrich Kley (Chairman of the Supervisory Board of SGL Carbon SE)

For the Executive Committee of SGL Carbon SE
Robert J. Koehler (Chairman of the Executive Committee of SGL Carbon SE)

until March 17, 2009:

Statement of the Executive Committee and Supervisory Board of SGL Carbon AG pursuant to Sec. 161 of the German Joint Stock Corporation Act on the German Corporate Governance Code

The Executive Committee and the Supervisory Board declare that the Company is in compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” („Regierungskommission Deutscher Corporate Governance Kodex“) (version as of June 6, 2008) as published by the Federal Ministry of Justice in the section of official notices of the electronic Federal Gazette (publication as of August 8, 2008) with the following exceptions:

• Code section 3.8 (2): The liability insurance taken out by the Company for the Executive Committee and Supervisory Board (D&O Insurance) does not contain any deductible. According to international practice such a deductible is not customary.
• Code section 4.2.3 (4) and (5): The payment cap in case of the premature termination of an Executive Committee member's contract without serious cause or due to a change of control is, in our view, inappropriate with respect to the current contract- and compensation structure. 
• Code section 4.2.5 (2) and (3): No individualized information on the annual appropriation to pension reserves or pension funds in the case of pension commitments for Executive Committee members and no information on the type of ancillary benefits provided to the Executive Committee members by the Company. The notes to the consolidated financial statements already contain detailed information on the compensation of the individual Executive Committee members pursuant to the requirements of the Disclosure of Board Compensation Act (Vorstandsvergütungsoffenlegungsgesetz). 
• Code section 5.4.3, 3rd sentence: According to the applicable law, the members of the Supervisory Board, and not the shareholders, elect the chairman of the Supervisory Board among themselves in a free vote. We are of the opinion that the members of the Supervisory Board must remain free in making their decision and may therefore not be exposed to the possibly improper influence of third parties. This consideration could be undermined by a public announcement of the candidates. Aside from this, it appears to be of little practical use to have nominations accepted for candidates to the chairmanship of the supervisory board on a specific date on which it is not even certain that these candidates will be elected to the supervisory board.
• Code section 5.4.6 (2): The articles of incorporation of SGL Carbon AG provide for fixed remuneration for Supervisory Board members and additional remuneration for their work in committees. We are of the view that this rule is appropriate to our company, it has proven to be useful in the past and that it should thus be maintained for the foreseeable future.

The Executive Committee and the Supervisory Board further declare that the Company had been in compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” (version as of June 14, 2007) as published by the Federal Ministry of Justice in the section of official notices of the electronic Federal Gazette (publication as of July 20, 2007) since the delivery of the last statement on December 13, 2007 apart from the named deviations.

The Corporate Governance Principles of SGL Carbon AG furthermore satisfy almost without exception the non-obligatory suggestions of the Corporate Governance Code.

Wiesbaden, December 9, 2008

For the Supervisory Board of SGL Carbon AG
Max Dietrich Kley (Chairman of the Supervisory Board of SGL Carbon AG)  

For the Executive Committee of SGL Carbon AG
Robert J. Koehler (Chairman of the Executive Committee of SGL Carbon AG)

Statement of the Executive Committee and Supervisory Board of SGL Carbon AG pursuant to Sec. 161 of the German Joint Stock Corporation Act on the German Corporate Governance Code

The Executive Committee and the Supervisory Board declare that the Company is in compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” („Regierungskommission Deutscher Corporate Governance Kodex“) (version as of June 14, 2007) as published by the Federal Ministry of Justice in the section of official notices of the electronic Federal Gazette (publication as of July 20, 2007). The Executive Committee and the Supervisory Board further declare that the Company had been in compliance with the recommendations of the Government Commission on the German Corporate Governance Code since the delivery of the last statement on February 15, 2007. The following exceptions thereto apply:

• Code section 3.8 (2): The liability insurance taken out by the Company for the Executive Committee and Supervisory Board (D&O Insurance) does not contain any deductible. We are generally of the view that the agreement of a deductible does not serve to enhance responsible action on the part of the Executive Committee and the Supervisory Board. Moreover, a deductible is not customary in foreign countries, nor is it customary for many German companies.
• Code section 4.2.5 (2) and (3): No individualized information on the annual appropriation to pension reserves or pension funds in the case of pension commitments for Executive Committee members and no information on the type of ancillary benefits provided to the Executive Committee members by the Company. The notes to the consolidated financial statements already contain detailed information on the compensation of the individual Executive Committee members pursuant to the requirements of the Disclosure of Board Compensation Act (Vorstandsvergütungsoffenlegungsgesetz).
• Code section 5.4.3, 1st sentence: In our view, the election by list (Listenwahl) to the Supervisory Board generally better serves the overall responsibilities of the Supervisory Board. The annual meeting of shareholders can resolve the election of individual candidates (Einzelwahl) at any time and immediately carry out this form of election upon a majority vote.
• Code section 5.4.3, 3rd sentence: According to the applicable law, the members of the Supervisory Board, and not the shareholders, elect the chairman of the Supervisory Board among themselves in a free vote. We are of the opinion that the members of the Supervisory Board must remain free in making their decision and may therefore not be exposed to the possibly improper influence of third parties. This consideration could be undermined by a public announcement of the candidates. Aside from this, it appears to be of little practical use to have nominations accepted for candidates to the chairmanship of the supervisory board on a specific date on which it is not even certain that these candidates will be elected to the supervisory board.
• Code section 5.4.7 (2): The articles of incorporation of SGL Carbon AG provide for fixed remuneration for Supervisory Board members and additional remuneration for their work in committees. We are of the view that this rule is appropriate to our company, it has proven to be useful in the past and that it should thus be maintained for the foreseeable future.

The Corporate Governance Principles of SGL Carbon AG furthermore satisfy with virtually no exception the non-obligatory suggestions of the Corporate Governance Code.

Wiesbaden, December 13, 2007

For the Supervisory Board of SGL Carbon AG
Max Dietrich Kley (Chairman of the Supervisory Board of SGL Carbon AG)  

For the Executive Committee of SGL Carbon AG
Robert J. Koehler (Chairman of the Executive Committee of SGL Carbon AG)

Statement of the Executive Committee and Supervisory Board of SGL Carbon AG pursuant to Sec. 161 of the German Joint Stock Corporation Act on the German Corporate Governance Code

The Executive Committee and the Supervisory Board declare that the Company is in compliance with the recommendations of the "Government Commission on the German Corporate Governance Code" ("Regierungskommission Deutscher Corporate Governance Kodex") (version as of June 12, 2006) as published by the Federal Ministry of Justice in the section of official notices of the electronic Federal Gazette (publication as of July 24, 2006). The Executive Committee and the Supervisory Board further declare that the Company had been in compliance with the recommendations of the Government Commission on the German Corporate Governance Code since the delivery of the last statement on December 12, 2006. The following exceptions thereto apply:

• Code section 3.8 (2): The liability insurance taken out by the Company for the Executive Committee and Supervisory Board (D&O Insurance) does not contain any deductible. We are generally of the view that the agreement of a deductible does not serve to enhance responsible action on the part of the Executive Committee and the Supervisory Board. Moreover, a deductible is not customary in foreign countries, nor is it customary for many German companies.
• Code section 4.2.5 (2) and (3): No individualized information on the annual appropriation to pension reserves or pension funds in the case of pension commitments for Executive Committee members and no information on the type of ancillary benefits provided to Executive Committee members by the Company. The notes to the consolidated financial statements already contain detailed information on the compensation of the individual Executive Committee members pursuant to the requirements of the Disclosure of Board Compensation Act (Vorstandsvergütungsoffenlegungsgesetz).
• Code section 5.4.3, 1st sentence: In our view, the election by list (Listenwahl) to the Supervisory Board generally better serves the overall responsibilities of the Supervisory Board. The annual meeting of shareholders can resolve the election of individual candidates (Einzelwahl) at any time and immediately carry out this form of election upon a majority vote.
• Code section 5.4.3, 3rd sentence: According to the applicable law, the members of the Supervisory Board, and not the shareholders, elect the chairman of the Supervisory Board among themselves in a free vote. We are of the opinion that the members of the Supervisory Board must remain free in making their decision and may therefore not be exposed to the possibly improper influence of third parties. This consideration could be undermined by a public announcement of the candidates. Aside from this, it appears to be of little practical use to have nominations accepted for candidates to the chairmanship of the supervisory board on a specific date on which it is not even certain that these candidates will be elected to the supervisory board.
• Code section 5.4.7: The articles of incorporation of SGL Carbon AG provide for fixed remuneration for Supervisory Board members and additional remuneration for their work in committees. We are of the view that this rule is appropriate to our company, it has proven to be useful in the past and that it should thus be maintained for the foreseeable future.

The Corporate Governance Principles of SGL Carbon AG furthermore satisfy with virtually no exception the non-obligatory suggestions of the Corporate Governance Code.

Wiesbaden, February 15, 2007

For the Supervisory Board of SGL Carbon AG
Max Dietrich Kley (Chairman of the Supervisory Board of SGL Carbon AG)  

For the Executive Committee of SGL Carbon AG
Robert J. Koehler (Chairman of the Executive Committee of SGL Carbon AG)

Statement of the Executive Committee and Supervisory Board of SGL Carbon AG pursuant to Sec. 161 of the German Joint Stock Corporation Act on the German Corporate Governance Code

The Executive Committee and the Supervisory Board declare that the Company is in compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” („Regierungskommission Deutscher Corporate Governance Kodex“) (publication as of July 20, 2005) as published by the Federal Ministry of Justice in the section of official notices of the electronic Federal Gazette. The Executive Committee and the Supervisory Board further declare that the Company had been in compliance with the recommendations of the Government Commission on the German Corporate Governance Code since the delivery of the last statement. The following exceptions thereto apply:

• Code section 2.3.4: Viewing the annual meeting of shareholders via the Internet is currently unsupportable for cost reasons.
• Code section 3.8 (2): The liability insurance taken out by the Company for the Executive Committee and Supervisory Board (D&O Insurance) does not contain any deductible. We are generally of the view that the agreement of a deductible does not serve to enhance responsible action on the part of the Executive Committee and the Supervisory Board.  Moreover, a deductible is not customary in foreign countries, nor is it customary for many German companies.
• Code section 5.4.3, 1st sentence:  In our view, the election by list (Listenwahl) to the Supervisory Board generally better serves the overall responsibilities of the Supervisory Board.  The annual meeting of shareholders can resolve the election of individual candidates (Einzelwahl) at any time and immediately carry out this form of election upon a majority vote.
• Code section 5.4.3, 3rd sentence: According to the applicable law, the members of the Supervisory Board, and not the shareholders, elect the chairman of the Supervisory Board among themselves in a free vote.  We are of the opinion that  the members of the Supervisory Board must remain free in making their decision and may therefore not be exposed to the possibly improper influence of third parties.  This consideration could be undermined by a public announcement of the candidates.
• Code section 5.4.7 (2): The articles of incorporation of SGL Carbon AG provide for fixed remuneration for Supervisory Board members and additional remuneration for their work in committees.  We are of the view that this rule is appropriate to our company and that it should thus be maintained for the foreseeable future.

The Corporate Governance Principles of SGL Carbon AG furthermore satisfy with virtually no exception the non-obligatory suggestions of the Corporate Governance Code.

Wiesbaden, December 06, 2005

For the Supervisory Board of SGL Carbon AG
Max Dietrich Kley (Chairman of the Supervisory Board of SGL Carbon AG)  

For the Executive Committee of SGL Carbon AG
Robert J. Koehler (Chairman of the Executive Committee of SGL Carbon AG)

Declaration of Compliance with the German Corporate Governance Code
(Article 285 No. 16 of the German Commercial Code)

The Board of Management and the Supervisory Board declare that the recommendations of the Government Commission on the German Corporate Governance Code (in the version dated May 21, 2003) have been complied with. The Board of Management and the Supervisory Board further declare that the recommendations of the Government Commission on the German Corporate Governance Code have been complied with since the submission of the previous Declaration of Compliance. The following exceptions apply:

• Code Article 2.3.4.: Broadcasting the Annual General Assembly via the Internet is currently not tenable for cost reasons.
• Code Article 3.8. Paragraph 2: The D&O liability insurance taken out by the Company covering the Board of Management and the Supervisory Board does not include a deductible amount. We do not believe that establishing a deductible amount is suitable for enhancing responsible behavior by the Board of Management and the Supervisory Board. Moreover, a deductible amount is not customary either abroad or among many German companies.
• Code Article 5.4.7 Paragraph 2: The Articles of Association of SGL Carbon AG provide for the fixed remuneration for Supervisory Board members as well as additional remuneration for members who serve on committees. We believe that this provision is appropriate for our Company and that there is therefore no need for a change in the foreseeable future.

Wiesbaden, March 7, 2005

SGL CARBON AG
The Board of Management

Declaration of conformity with the German Corporate Governance Code
(section 285 (16) of the HGB)

SGL Carbon AG’s Executive Committee and Supervisory Board approved the following declaration of conformity pursuant to section 161 AktG in their meeting on September 18, 2003:

SGL Carbon AG’s Corporate Governance Principles comply with the recommendations of the Government Commission on the German Corporate Governance Code in the version dated May 21, 2003 with the following exceptions:

• Section 2.3.4.: Internet broadcasting is currently not justifiable for cost reasons.
• Section 3.8. para. 2: The D&O insurance policy taken out by the Company for the Executive Committee and theSupervisory Board does not include a deductible. As a matter of principle, we believe that the agreement of a deductible is not a suitable method of improving responsible conduct by the Executive Committee and the Supervisory Board. In addition, such deductibles are not customary abroad or in many German companies.
• Section 4.2.3. para. 2 sentence 4: The agreement of a cap on stock options by the Supervisory Board is irrelevant at present since the value of the options issued is extremely low.
• Section 4.2.3. para. 3 sentence 2: The value of stock options can only be disclosed once a generally valid, uniform measurement method exists.
• Section 5.4.5. para. 2: SGL Carbon AG’s Articles of Association provide for fixed compensation for Supervisory Board members and additional remuneration for members serving on committees. We believe that this provision is appropriate for our Company and that it should not be changed in the foreseeable future.

Above and beyond this, SGL Carbon AG’s Corporate Governance Principles comply with almost all of the non-binding suggestions made in the Corporate Governance Code.

Wiesbaden, March 1, 2004

SGL CARBON AG
The Executive Committee