Wiesbaden, June 25, 2009. The Management Board of SGL Carbon SE resolved today, with the consent of the Supervisory Board, to issue senior unsecured convertible notes convertible into shares of SGL Carbon SE (the "Convertible Notes"). The Convertible Notes will be offered only to institutional investors outside the United States of America by way of an accelerated bookbuilding (the "Offering"). The pre-emptive rights of existing shareholders of SGL Carbon SE are excluded.

The aggregate issue size will be approximately EUR 190 million. The Convertible Notes will be convertible into approximately 6.5 million no-par value shares of SGL Carbon SE. The Convertible Notes will have a term of 7 years and will be issued and redeemed at 100% of their principal amount with a coupon of between 3.0% – 4.0% p.a., payable annually. The initial conversion price will be set at a premium of 30% above the volume weighted average price of the shares of SGL Carbon SE during the bookbuilding period. 

Pricing is expected to take place later today and settlement is expected on or around June 30, 2009.

SGL Carbon SE envisages inclusion of the Convertible Notes to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.

ABN AMRO, Commerzbank and Morgan Stanley are acting as Joint Lead Managers and Joint Bookrunners for the transaction. Landesbank Baden-Württemberg and UniCredit Group (Bayerische Hypo- and Vereinsbank AG) are acting as Co-Lead Managers.

SGL Group is planning to use the proceeds from the issue of the Convertible Notes especially for accelerated expansion and investment plans in the business area Advanced Materials as well as for general corporate purposes. 

ISIN: DE0007235301
Listing: Amtlicher Markt / Prime Standard / Frankfurter Wertpapierbörse
(Official Market / Prime Standard / Frankfurt Stock Exchange)
Company’s seat: Wiesbaden

This notice is not a prospectus and, to the extent that it may constitute an advertisement, does not constitute an offer to sell or the solicitation of an offer to purchase securities of SGL Carbon SE.

This press release is not being issued in the United States of America and must not be distributed to publications with a general circulation in the United States. This press release does not constitute an offer or invitation to purchase any securities in the United States. The securities of SGL Carbon SE have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or delivered within the United States absent from registration under or an applicable exemption from the registration requirements of the Securities Act.

This document is directed only at persons (I) who are outside the United Kingdom or (II) who have professional experience in matters relating to investment falling within article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (III) who fall within article 49 (2) (A) to (D) ("high net worth companies, unincorporated associations, etc.") of the Order (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

SGL Group is one of the world’s leading manufacturers of carbon-based products. It has a comprehensive portfolio ranging from carbon and graphite products to carbon fibers and composites. SGL Group’s core competencies are its expertise in high-temperature technology as well as its applications and engineering know-how gained over many years. These competencies enable the Company to make full use of its broad material base. SGL Group’s carbon-based materials combine several unique properties such as electrical and thermal conductivity, heat and corrosion resistance as well as high mechanical strength combined with low weight. Due to the paradigm shift in the use of materials as a result of the worldwide shortage of energy and raw materials, there is a growing demand for SGL Group’s highperformance materials and products from an increasing number of industries. Carbon and graphite products are used whenever other materials such as steel, aluminum, copper, plastics, wood etc. fail due to their limited properties. Products from SGL Group are used predominantly in the steel, aluminum, automotive, chemical and glass/ceramics industries. However, manufacturers in the semiconductor, battery, solar/wind energy, environmental protection, aerospace and defense industries as well as in the nuclear energy industry also figure among the Company’s customers.

With 40 production sites in Europe, North America and Asia as well as a service network covering more than 100 countries, SGL Group is a company with a global presence. In 2008, the Company’s workforce of around 6,500 generated sales of €1.6 billion. The Company’s head office is located in Wiesbaden/Germany.

This press release contains statements on future developments that are based on currently available information and that involve risks and uncertainties that could lead to actual results deviating from these forward-looking statements. The statements on future developments are not to be understood as guarantees. The future developments and events are dependent on a number of factors, they include various risks and unanticipated circumstances and are based on assumptions that may not be correct. These risks and uncertainties include, for example, unforeseeable changes in political, economic and business conditions, particularly in the area of electrosteel production, the competitive situation, interest rate and currency developments, technological developments and other risks and unanticipated circumstances. We see other risks in price developments, unexpected developments relating to acquired and consolidated companies and in the ongoing cost optimization programs. SGL Group does not intend to update these forward-looking statements.