I Introduction
1. Why A Code?

SGL Group’s mission is to bring value to customers through its innovative, high-quality products. SGL Group strives to maintain and further strengthen its leading market position as an international manufacturer of carbon and graphite-based products by conducting business at the highest possible level of professionalism, as outlined in our group-wide SGL Excellence initiative. This Code of Business Conduct and Ethics (the “Code”) is an expression of the legal and ethical standards embodied in the excellence we strive for throughout all of our businesses, and which we expect in return from our business partners.

A key element for the sustainable business success of SGL Group is the appropriateness with which we deal with those upon whom our success most depends – employees, customers, shareholders, governmental authorities and the public. Compliance with the Code is fundamental to creating and maintaining trust and confidence with our stakeholders. The Code emphasises SGL Group’s commitment to compliance with the law, and sets forth basic standards of legal and ethical behaviour.

2. Basic Principles

The following principles support legal and ethical behaviour and promote personal integrity in our employees and a strong corporate culture for SGL Group:

• lawful and ethical conduct in all countries where SGL Group operates, while maintaining sensitiveness to and respect for the diverse social and cultural settings;
• loyalty to SGL Group;
• fair, polite and respectful conduct towards all employees;
• fair and honest dealings with customers and other business partners, shareholders, authorities, the public and appropriate consideration of the interests of the environment;
• responsible and transparent conduct in dealing with risks, and
• professionalism and good business practice.

3. Personal Responsibility and Accountability

This Code of Business Conduct and Ethics shall apply to all employees, both management and non-management, in all companies at SGL Group. Each employee has the personal responsibility to make sure that our actions comply with the Code and the laws that apply to her/his work. A high level of social and ethical competence is expected of the executive staff whose conduct should serve as an example of legal and ethical compliance. Each employee is expected to request advice and assistance in the event of any doubts regarding her/his own conduct or that of another employee.

II Specific Areas

This Code summarizes the main areas of conduct and ethics, most of them described in more detail in the underlying specific policies and procedures which are adopted by SGL Group and which form an integral part of its Corporate Governance Principles.

1. Corporate Security

SGL Group is fully committed to providing a safe, healthy and positive environment for its employees, protecting the assets, reputation and goodwill of SGL Group, safeguarding confidential and proprietary information, defining security standards for manufacturing and IT processes, and complying with all regulatory requirements regarding health, safety and protection of the environment. For this purpose, SGL Group has adopted a comprehensive Corporate Security Policy, which is supported by specific guidelines for the following key areas:

• Human Resources
• Locations and Manufacturing
• Engineering
• Information Technology
   

1.1 Working Environment and Employment Practices

SGL Group is committed to the principles of equal opportunity and promoting a working environment in which diversity, open feedback and communication, continuous learning and knowledge sharing is encouraged and valued. SGL Group will recruit, employ and promote employees on the sole basis of the qualifications and abilities needed for the work to be performed. SGL Group will not tolerate any discrimination or harassment based on race, religion, gender, national origin, age or any other basis prohibited under applicable law.
 

1.2 Company Assets, Property and Business Secrets

Good business practice dictates the careful use and protection of company and business assets, including equipment, inventory, products, office supplies and information systems, intangible property such as software, patents, trademarks, copyrights and other proprietary and confidential information and know-how. Company assets may only be used for business purposes, and not for personal interests and gain.

In particular, proprietary and other confidential business information shall be protected against wrongful disclosure. Employees must take all reasonable actions to safeguard and protect confidential information and trade secrets of SGL Group or others, which they have received or learned, and they may not, for non-business-purposes, disclose that information to third parties (including family members and friends) or make any other non-business use of such information.

2. Financial Integrity, Public Disclosure and Communication

SGL Group will ensure and maintain accurate and complete accounting records, in accordance with the applicable accounting practices and principles.

As a publicly listed company, SGL Group shall comply with all applicable rules on the disclosure, publication and reporting of any material non-public information, and ensure that such disclosures are full, accurate, timely, and understandable. In communication to the public through press releases, contacts with the media or financial community, SGL Group shall apply the rules and principles of fair and equal information of all shareholders in order to avoid any selective disclosure.

3. Insider Trading

With its equity-based compensation plans, SGL Group encourages its employees to invest in SGL Group securities as a way of sharing in the Company’s success. When buying or selling SGL Group securities, all employees must be mindful of legal obligations and restrictions on trading. Each employee shall comply with SGL Group’s Guidelines for Compliance with Capital Market Laws and Regulations, Part A: Insider Information and Prohibition of Insider Trading. No employee shall trade in SGL Group securities when in possession of material non-public information (“insider information”), nor provide any such insider information to others, before it has become public. In order to avoid even the appearance of an improper transaction, SGL Group has established quarterly Black-Out Periods subject to trading restrictions. Employees are expected to refrain from trading SGL securities during the Black-Out Periods.

Insider trading may lead to severe criminal penalties, including imprisonment.

4. Antitrust and Competition Laws

SGL Group is fully committed to fair competition and respects the dynamics of the market. It is the policy of the Company to conduct business in accordance with all applicable antitrust laws. Due to the lack of a comprehensive international antitrust law, a global company has to tackle multifaceted jurisdictions that regulate anticompetitive behaviour.

Although the Code cannot describe all the activities or situations, which might constitute a violation of an antitrust or competition law, the following provides an overview of the main practices, which are prohibited:

• any understanding, agreement, plan or scheme, express or implied, formal or informal, with any competitor in regard to prices or pricing policies, terms or conditions of sale or service, production, distribution, territories or customers;
• any exchange or discussion with a competitor on prices, terms or conditions of sale or service, costs and profits, or any other competitive information;
• agreements on resale prices with distributors or dealers

The rules related to other business activities or conduct which might result in unlawful restraints on competition, including certain vertical restraints or abuse of a dominant market position, are very complex. Therefore, each employee shall consult Legal Counsel whenever a transaction possibly involves a competitive restraint in any form, or if the employee will attend a trade association or other meeting where competitors may be present.

Failure to comply with any antitrust laws may lead to very severe penalties for SGL Group and the individuals involved. Corporations are subject to heavy fines and may have to pay substantial damages in civil lawsuits. Criminal provisions provide for heavy fines and imprisonment for those individuals convicted.

5. Anti-Corruption Practices

No employee shall make any payment, or kickback, or offer improper financial advantage to an official of a government or a government-controlled entity for the purpose of obtaining business or other services, as set out in the OECD Convention on Combating Bribery of Foreign Public Officials and the national laws implementing the Convention. Violation of these laws can lead to severe fines for SGL Group and its employees, including in certain cases jail term.

Business entertainment and business gifts must be in compliance with SGL Group’s general business expense policies and, to the extent applicable, with the rules and regulations of the governmental body concerned.

Third parties must not be used to circumvent any of the principles mentioned above.

6. International Commerce

SGL Group will fully comply with all applicable international agreements and national laws regarding the controls on international commercial and financial transactions, including import and export control laws. Detailed guidance and procedures for compliance with laws on international transactions can be found in various guidelines, policies and procedures implemented by SGL Group. Employees involved in international operations must know, understand, and strictly comply with the applicable laws, rules, policies and procedures.

Failure to comply with these laws may result in heavy fines or the loss or restriction of SGL Group’s export and import privileges which, in turn, could seriously and adversely affect a significant portion of the Company’s business. Furthermore, each employee who violates these laws may face a personal liability, which in certain cases can include imprisonment.

7. Corporate Citizenship Responsibility

As a worldwide-operating company, SGL Group is doing business in various countries and cultures. SGL Group is committed to being a responsible member of the communities, in which it operates, observing sound environmental business practices and acting as concerned and responsible neighbour, reflecting all aspects of good citizenship. SGL Group recognizes the mutual benefits of engaging and building relationships with those communities.

SGL Group is committed to the principles of sustainable development. The Company strives to make efficient use of natural resources and to pursue new products and manufacturing technologies that promote resource conservation, facilitate recycling and preserve the natural environment.

8. Relations to Governmental Authorities and Public

SGL Group will comply and cooperate with all reasonable requests for information from governmental and other authorities. To ensure a suitable response, requests must be reviewed with the appropriate corporate functions. Before responding to any non-routine request, each employee shall consult with management and/or the Legal Counsel.

9. Conflict of Interests

Business transactions must be conducted with the best interests of, and loyalty to SGL Group in mind, and must not be motivated by personal considerations or relationships. A conflict of interest might arise when an employee takes actions and has interests that make it difficult to perform her or his duties and responsibilities to SGL Group objectively and effectively based on independent and sound judgement.

If a conflict of interest or appearance of conflict of interest develops, the employee must disclose the matter to the supervisor and the Legal Counsel in order to determine what actions need to be taken to eliminate the conflict of interest.

III Compliance

Compliance is, first and foremost, the individual responsibility of every employee. Every employee has the personal responsibility to understand and know this Code of Business Conduct and Ethics.

Executive staff is expected to demonstrate their personal commitment to implementing the Code, and shall, through the leadership of their employees, make every effort to maintain a workplace environment that ensures compliance with the Code. It is the responsibility of the Board of Management to provide an appropriate organizational structure to assure the effective implementation, and to promote the values and responsibilities of this Code.

SGL Group will not tolerate any violation of any applicable laws or this Code. Failure to comply with the Code may result in disciplinary actions up to, and including termination.

SGL Group fosters an environment in which integrity issues may be raised. Employees are encouraged to seek advice about appropriate ethical behaviour, or raise any concerns regarding the compliance with the Code with their supervisor, the Legal Counsel, or the Group Compliance Officer, as may be appropriate. Employees are encouraged and expected to report violations, or potential violations, of the Code to the Legal Counsel or the Group Compliance Officer. Any employee who in good faith raises an issue regarding a possible violation of law or the Code will not be subject to any kind of retaliation, and their confidentiality will be protected to the maximum extent possible.