Deutsche Bank AG, London Branch
Deutsche Bank AG, London Branch: Pre-Stabilisation Notice

3rd April 2019


Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful

SGL Carbon SE
Pre-Stabilisation Notice

Deutsche Bank AG, London Branch (contact: Diarmuid Toomey, telephone +44 (0)207 5454726) hereby gives notice that the Stabilisation Manager named below and its affiliates may stabilise the offer of the following securities in accordance with Commission Delegated Regulation (EU) 2016/1052 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.

The Securities:

Issuer: SGL Carbon SE

Guarantors (if any): SGL CARBON Beteiligung GmbH, SGL TECHNOLOGIES GmbH, SGL CARBON GmbH (Germany), SGL Composites GmbH & Co. KG, SGL CARBON, LLC, SGL GRAPHITE SOLUTIONS POLSKA Sp. z o.o., SGL CARBON GMBH (Austria), SGL Composites GmbH, SGL CARBON FIBERS LIMITED and SGL COMPOSITES, S.A.

Aggregate nominal amount: EUR250.000.000

Description: EUR250m, Senior Secured Fixed Rate Notes, [ ]% due September 2024 (Regs ISIN: XS1945271952)

Issue/reoffer price: TBD

Spread over benchmark: TBD


Stabilisation:

Stabilising Manager(s): Deutsche Bank AG, London Branch

Stabilisation period
expected to start on: 3rd April 2019

Stabilisation period
expected to end no later than: 10th May 2019

Maximum size of over-
Allotment facility: 5% of the aggregate nominal amount stated above


In connection with the offer of the above securities, the Stabilisation Manager(s) may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager(s) will take any stabilisation action and any stabilisation action, if begun, may be ended at any time. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within Article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom.

In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State that has implemented Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.

This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.