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Adhoc notification: SGL Carbon SE to issue approx. 100 million convertible bonds due 2027 and simultaneously launch a tender offer for its 3.0% convertible bonds due 2023 (ISIN: DE000A2G8VX7)

14/09/2022

(07:57 AM) Wiesbaden, September 14 2022. The Management Board of SGL Carbon SE (the Issuer or SGL Carbon) resolved today, with the consent of the Supervisory Board, to issue unsubordinated, unsecured bonds convertible into no-par value ordinary shares of the Issuer (the Convertible Bonds). The Convertible Bonds 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 (Bezugsrechte) of existing shareholders of the Issuer to subscribe for the Convertible Bonds are excluded.

The Convertible Bonds shall be convertible into up to 12.2 million no-par value ordinary shares of SGL Carbon and are expected to have an aggregate principal amount of approx. 100 million. The Convertible Bonds will have a maturity of 5 years and will be issued and redeemed at 100% of their principal amount, with a coupon of between 5.25% and 6.00% p.a., payable semi-annually in arrears on March 21 and September 21, commencing on March 21 2023. The initial conversion price will be set at a premium of between 25% and 30% above the volume-weighted average price of SGL Carbons shares on XETRA between launch and pricing of the Offering.

Pricing for the Offering is expected to be announced later today and settlement is expected to take place on or around September 21 2022.

SGL Carbon intends to list the Convertible Bonds on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. However, settlement and closing of the Offering are not conditional upon obtaining such inclusion to trading.

SGL Carbon plans to use the proceeds from the Offering to repurchase its 3.0% convertible bonds due 2023 (ISIN: DE000A2G8VX7) (the 2023 Bonds), whose outstanding principal amount not held by the Issuer is 126.3 million as of today, to extend the maturity profile and for general corporate purposes.

In addition to the proposed Offering, the Issuer invites the holders of the outstanding 2023 Bonds to tender for purchase for cash any and all of the outstanding 2023 Bonds (the Repurchase Invitation). The repurchase price per 2023 Bond tendered under the Repurchase Invitation is 100% of the principal amount per 2023 Bond (equal to 100,000 per 2023 Bond). The Issuer will also pay interest accrued on the purchased 2023 Bonds from and including the interest payment date for the 2023 Bonds immediately preceding the Invitation Settlement Date (as described below) to but excluding the Invitation Settlement Date.

The Repurchase Invitation will expire at 18:00 CEST on September 15 2022, unless amended, extended, re-opened or terminated. Settlement of the Repurchase Invitation is expected to take place on September 22 2022 (the InvitationSettlement Date).

About SGL Carbon

SGL Carbon is a technology-based company and world leader in the development and production of carbon-based solutions. Its high-quality materials and products made from specialty graphite, carbon fibers and composites are used in industrial sectors that determine the future: automotive, aerospace, solar and wind energy, semiconductors, and LEDs as well as in the production of lithium-ion batteries, fuel cell and other energy storage systems. In addition, SGL Carbon develops solutions for chemical and industrial applications. Further developments in these areas demand more intelligent, more efficient, networked and sustainable solutions. This is where the entrepreneurial vision of SGL Carbon evolves around: contributing to a smarter world.

In 2021, SGL Carbon SE generated sales of approx. 1 billion euros. The company has approx. 4,700 employees at 31 locations in Europe, North America, and Asia.

Further information on SGL Carbon can be found at www.sglcarbon.com/press.

Additional Information:

ISIN: DE0007235301 / DE000A2G8VX7

Listing: Amtlicher Markt / Prime Standard / Frankfurter Wertpapierb rse

(Official Market / Prime Standard / Frankfurt Stock Exchange)

OTC in Germany: Berlin, D sseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange

Companys seat: Wiesbaden

Important notice:

This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the securities referred to herein in such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions), Australia, Canada, Japan or South Africa or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement d
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