SGL Carbon SE - successful placement of 101.9 million convertible bonds due 2027

Wiesbaden, September 14 2022.SGL Carbon SE (the Issuer or SGL Carbon) today successfully completed the placement of unsubordinated, unsecured convertible bonds due 2027 (the Convertible Bonds) in the aggregate principal amount of 101.9 million. The Convertible Bonds have been offered only to institutional investors outside the United States of America under exclusion of the pre-emptive rights (Bezugsrechte) of existing shareholders of the Issuer (the Offering). The Convertible Bonds will mature on September 21 2027, and will be issued and redeemed at 100% of their principal amount.

The initial conversion price has been fixed at 8.3298, representing a premium of 25% above the reference price of 6.6638. The coupon has been set at 5.75% p.a., payable semi-annually in arrears on March 21 and September 21, commencing on March 21 2023. Settlement of the transaction 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 is not conditional upon obtaining such inclusion to trading.

Jefferies, BNP PARIBAS and HSBC acted as Joint Global Coordinators and Joint Bookrunners on the Offering.

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.

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)

(Unregulated) Open Market (Freiverkehr): Berlin, D sseldorf, Hamburg, Hannover, M nchen, 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 does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities to any person in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or the laws of any state within the United States or under the applicable securities laws of Australia, Canada, Japan or South Africa, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the securities referred to

LINK:	https://www.sglcarbon.com/en/newsroom/news/press-report/sgl-carbon-se-...
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