GTI

THE PARTICIPANTS URGE YOU TO VOTE THE BLUE PROXY CARD “FOR” NATHAN MILIKOWSKY, KAREN FINERMAN AND DAVID R. JARDINI AS DIRECTORS AND TO GRANT US AUTHORITY TO VOTE FOR THE COMPANY’S NOMINEES OTHER THAN MARY B. CRANSTON, Steven R. Shawley and Ferrell P. McClean AND “FOR” SAVE GRAFTECH’S PROPOSAL to ADOPT A RESOLUTION TO repeal any PROVISION OF THE BYLAWS THAT IS INCONSISTENT WITH

OR DISADVANTAGEOUS TO NATHAN MILIKOWSKY, as the nominating stockholder, OR TO the election of the Nominees.

The principal executive offices of the Company are located at 12900 Snow Road, Parma, OH 44130. The Company has set the close of business on March 28, 2014 as the record date (the “Record Date”) for determining the Stockholders entitled to vote at the 2014 Annual Meeting.

According to the Company’s public filings, as of March 28, 2014 there were 136,183,585 shares of Common Stock issued and outstanding and expected to be entitled to vote on all matters presented at the 2014 Annual Meeting. As of February 19, 2014, Nathan Milikowsky is the direct record owner of 3,288 shares of Common Stock and beneficially owns 6,502,721 ¹ shares of Common Stock. Of the 6,502,721 shares of Common Stock, NM GTI, which is controlled by Nathan Milikowsky, beneficially owns 6,239,204 shares of Common Stock and RNM Foundation, of which Nathan Milikowsky is the Trustee, beneficially owns 87,360 shares of Common Stock. Nathan Milikowsky beneficially owns the shares of Common Stock owned by each of NM GTI and RNM Foundation. Daniel Milikowsky beneficially owns 8,757,741 shares of Common Stock. Of the 8,757,741 shares of Common Stock, DM Family Holdings LLC, which is controlled by Daniel Milikowsky, beneficially owns 4,941,023 shares of Common Stock and DSM Foundation, of which Daniel Milikowsky is the Trustee, beneficially owns 1,257,360 shares of Common Stock. Daniel Milikowsky beneficially owns the shares of Common Stock owned by DM Family Holdings LLC and DSM Foundation. Each of Nathan Milikowsky and Daniel Milikowsky by virtue of being considered a “group” under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are deemed to beneficially own the shares owned by the other member of such “group.” Collectively, Save GrafTech beneficially owns 15,260,462, or approximately 11.2% of the issued and outstanding shares of Common Stock as of January 31, 2014.

Karen Finerman, a Nominee, beneficially owns 22,500 shares of Common Stock. Ms. Finerman is also the Chief Executive Officer of Metropolitan Capital Advisors, LP, a New York-based hedge fund that is affiliated with MCA LP, MCA Ltd., and MCA Select Fund, which beneficially own 90,800, 43,677 and 114,100 shares of Common Stock, respectively.

David R. Jardini is the Trustee of the David R. Jardini 2010 Qualified Annuity Trust Agreement, which beneficially owns 62,500 shares of Common Stock. Mr. Jardini’s wife, children and heirs are the beneficiaries of the David R. Jardini 2010 Qualified Annuity Trust Agreement.

Save GrafTech intends to vote all of the shares of Common Stock that are beneficially owned by Save GrafTech at the 2014 Annual Meeting “ FOR ” the election of the Nominees and for the Company’s nominees other than Mary B. Cranston, Steven R. Shawley and Ferrell P. McClean, “ FOR ” the Company’s proposal for the Stockholders to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement, “ FOR ” the Company’s proposal for the Stockholders to approve the material terms of the amended Executive Incentive Compensation Plan, as defined and included in the Company’s proxy statement, “ FOR ” the Company’s proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014 and “ FOR ” Save GrafTech’s proposal to adopt a resolution to repeal any bylaw or amendment to the Bylaws that is inconsistent with or disadvantageous to Nathan Milikowsky, as the nominating stockholder, or to the election of the Nominees, and in our discretion with respect to such other business as may properly come before the 2014 Annual Meeting.

We are soliciting your vote because we believe that our Nominees would contribute significantly to the Board and provide important guidance to senior management. After study and analysis, we believe that the Company has consistently underperformed as a result of factors including, but not limited to, poor oversight by the current Board. As a result, we have identified, and are submitting for election at the Company’s 2014 Annual Meeting, a slate of three independent, highly qualified nominees to join the Board. We believe that our proposed Nominees possess the expertise, experience and commitment needed to maximize shareholder value. Each of our Nominees was selected after careful deliberation for what we believe to be his or her ability to improve Company performance and work

constructively with the management team. We believe our Nominees will, consistent with the best interests of the Company, work diligently to deliver value to all Stockholders. We urge all Stockholders to support us in this effort by voting “ FOR ” our Nominees and to grant us authority to vote for the Company’s nominees other than Mary B. Cranston, Steven R. Shawley and Ferrell P. McClean .

This proxy solicitation is being made by Save GrafTech and not on behalf of the Board or the Company’s management.

WHETHER OR NOT YOU INTEND TO ATTEND THE 2014 ANNUAL MEETING, YOUR PROMPT ACTION IS IMPORTANT. MAKE YOUR VIEWS CLEAR TO THE COMPANY BY MARKING, SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD TODAY.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES OF COMMON STOCK YOU OWN.

IMPORTANT VOTING INFORMATION

If your shares of Common Stock are held in your own name, please authorize a proxy to vote by marking, signing, dating and returning the enclosed BLUE proxy card in the postage-paid envelope provided to you by us or follow the instructions located on the BLUE proxy card to vote by telephone or Internet.

If you hold your shares of Common Stock in “street name” with a bank, brokerage firm, dealer, trust company or other nominee, only they can exercise your right to vote with respect to your shares of Common Stock and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly give instructions to your bank, brokerage firm, dealer, trust company or other nominee to ensure that a BLUE proxy card is submitted on your behalf. Please follow the instructions to authorize a proxy to vote on the enclosed BLUE proxy card provided to you by us. If your bank, brokerage firm, dealer, trust company or other nominee provides for voting instructions to be delivered to them by Internet or telephone, instructions will be included with the enclosed BLUE proxy card. We urge you to confirm in writing your instructions to the person responsible for your account and to provide a copy of those instructions to us, c/o D.F. King & Co., Inc. 48 Wall Street, 22nd Floor, New York, New York 10005 or by email at savegraftech@dfking.com, so that we may be aware of all instructions given and can attempt to ensure that such instructions are followed.

PLEASE DO NOT RETURN ANY WHITE PROXY CARD YOU MAY RECEIVE FROM THE COMPANY OR OTHERWISE AUTHORIZE ANY OTHER PROXY TO VOTE YOUR SHARES OF COMMON STOCK AT THE 2014 ANNUAL MEETING, NOT EVEN AS A SIGN OF PROTEST. IF YOU HAVE ALREADY RETURNED A WHITE PROXY CARD TO THE COMPANY OR OTHERWISE AUTHORIZED ANY OTHER PROXY TO VOTE YOUR SHARES OF COMMON STOCK AT THE 2014 ANNUAL MEETING, IT IS NOT TOO LATE TO CHANGE YOUR VOTE. TO REVOKE YOUR PRIOR PROXY AND CHANGE YOUR VOTE, SIMPLY MARK, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED OR FOLLOW THE INSTRUCTIONS LOCATED ON THE BLUE PROXY CARD TO VOTE BY TELEPHONE OR INTERNET. ONLY YOUR LATEST DATED PROXY WILL BE COUNTED.

Only the Stockholders of record on the Record Date are entitled to vote at the 2014 Annual Meeting.

[Remainder of page intentionally left blank]

D.F. King & Co., Inc. is assisting Save GrafTech with its effort to solicit proxies. If you have any questions or require assistance in authorizing a proxy or voting your shares of Common Stock, please contact:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll-Free: (800) 628-8532

E-mail: savegraftech@dfking.com

It is important that your shares of Common Stock be represented and voted at the 2014 Annual Meeting. Accordingly, regardless of whether you plan to attend the 2014 Annual Meeting in person, please mark, sign, date and return the BLUE proxy card that has been provided to you by us (and NOT the WHITE proxy card that has been provided to you by the Company or any other proxy card or form that has been provided to you) and vote “ FOR ” the election of our Nominees and to grant us authority to vote for the Company’s nominees other than Mary B. Cranston, Steven R. Shawley and Ferrell P. McClean and “ FOR ” Save GrafTech’s proposal to adopt a resolution to repeal any bylaw or amendment to the Bylaws that is inconsistent with or disadvantageous to Nathan Milikowsky, as the nominating stockholder, or to the election of the Nominees.

[Remainder of page intentionally left blank]

QUESTIONS AND ANSWERS RELATING TO THIS PROXY STATEMENT

The following are some of the questions you may have as a Stockholder, as well as the answers to those questions. The following is not a substitute for the information contained elsewhere in this Proxy Statement, and the information contained below is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this Proxy Statement. We urge you to read this Proxy Statement carefully and in its entirety.

Who is making this solicitation?

Save GrafTech’s members are Nathan Milikowsky and Daniel Milikowsky and each of their respective affiliates, including NM GTI, a Delaware limited liability company, DM Family Holdings LLC, a Connecticut limited liability corporation, DSM Foundation, a Connecticut corporation and RNM Foundation, a Massachusetts charitable trust. The principal business of Nathan Milikowsky is managing his investments. The principal business of Daniel Milikowsky is steel trading. The principal business of each of NM GTI and DM Family Holdings LLC is the management of investments. The principal business of each of DSM Foundation and RNM Foundation is charitable work.

Save GrafTech is making this solicitation for election of the Nominees and to adopt a resolution to repeal any provision of the Bylaws that is inconsistent with or disadvantageous to Nathan Milikowsky, as the nominating stockholder, or to the election of the Nominees at the 2014 Annual Meeting. For more information regarding Save GrafTech and the other participants in the solicitation, please see Annex A attached to this Proxy Statement.

What are we asking you to vote for?

We are asking you to vote on the following actions on the BLUE proxy card at the 2014 Annual Meeting:

Please see the sections entitled “Proposal No. 1: Election of Directors,” “Proposal No. 2: Non-Binding Advisory Vote on Executive Compensation,” “Proposal No. 3: Approval of Executive Incentive Compensation Plan,” “Proposal No. 4: Ratification of Independent Registered Accounting Firm” and “Proposal No. 5: Save GrafTech’s Proposal to Adopt a Resolution to Repeal Certain Provisions of or Amendments to the Bylaws Adopted Since September 30, 2012” for a more complete description.

Why are we soliciting your vote?

After study and analysis, we believe that the Company has consistently underperformed as a result of factors including, but not limited to, poor oversight by the current Board. As a result, we have identified, and are submitting for election at the 2014 Annual Meeting, a slate of three independent, highly qualified nominees to join the Board. We believe that our proposed Nominees possess the expertise, experience and commitment needed to maximize stockholder value. Each of our Nominees was selected after careful deliberation for what we believe to be his or her ability to improve Company performance, and work constructively with the management team. We believe our Nominees will, consistent with the best interests of the Company, work diligently to deliver value to all Stockholders. We urge all Stockholders to support us in this effort by voting “ FOR ” our Nominees and to grant us authority to vote for the Company’s nominees other than Mary B. Cranston, Steven R. Shawley and Ferrell P. McClean.

Who are the Nominees?

We are proposing that Nathan Milikowsky, Karen Finerman and David R. Jardini be elected as directors of the Company to serve on the Board until the 2015 annual meeting of Stockholders or until their respective successors are duly elected and qualified.

Set forth below are the names, ages, business addresses and business experience for the past ten years and certain other information for Nathan Milikowsky, Karen Finerman and David R. Jardini, the individuals nominated by Save GrafTech as the Nominees, to stand for election at the 2014 Annual Meeting. This information has been furnished to Save GrafTech by the Nominees. In addition, the table below sets forth a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that the Nominee should serve as a director for the Company as of the date hereof, in light of the Company’s business and structure.

The Board currently consists of seven directors and all seven directors are up for election at the 2014 Annual Meeting. Save GrafTech, and the other participants hereunder, through this Proxy Statement, are soliciting proxies to elect Nathan Milikowsky, Karen Finerman and David R. Jardini to serve as directors on the Board. We are also soliciting proxies to elect the candidates who have been nominated by the Company to serve as directors, other than Mary B. Cranston, Steven R. Shawley and Ferrell P. McClean. Therefore, should a Stockholder so authorize us, we will cast votes for our three Nominees and four of the Company’s nominees (other than Mary B. Cranston, Steven R. Shawley and Ferrell P. McClean). None of the Company’s nominees for whom we seek authority to vote have agreed to serve with any of our Nominees, if elected, and there is no assurance that any of the Company’s nominees will serve as directors if any or all of our Nominees are elected to the Board.

We are not seeking control of the Board at the 2014 Annual Meeting. If elected, the Nominees will be a minority of the directors and will not alone be able to adopt resolutions or otherwise cause the Board to act. However, the Nominees expect to be able to actively engage other Board members in full discussion of the issues facing the Company and resolve them together. By utilizing their respective experiences and working constructively with Board members, the Nominees believe they can effect positive change at the Company.

The corporate governance guidelines of the Company, which are available on the Company’s website at http://www.graftech.com/getdoc/6b8a3b4d-967c-4bdd-ab04-ea0011de0c91/graftech-international-ltd-corp-gov-guide.aspx, provide that determinations of independence shall be made in accordance with the criteria for independence required by the NYSE. Based on the information furnished by the Nominees, Save GrafTech believes that all of the Nominees are independent under such standards and Save GrafTech has no knowledge of any facts that would prevent the determination that each of the Nominees is independent under such standards.

You should refer to the Company’s proxy statement for the names, background, qualifications and other information concerning the Company’s nominees.

Who can vote at the 2014 Annual Meeting?

Holders of record of shares of Common Stock at the close of business on the Record Date will be entitled to vote at the 2014 Annual Meeting. Stockholders as of the Record Date are entitled to one vote at the 2014 Annual Meeting for each share of Common Stock held on the Record Date. The Company’s proxy statement states that there were 136,183,585 shares of Common Stock issued and outstanding as of the Record Date.

How do proxies work?

Save GrafTech is asking you to appoint Nathan Milikowsky, Jordan Kovler and Edward McCarthy as your proxy holders to vote your shares of Common Stock at the 2014 Annual Meeting. You can make this appointment by voting the enclosed BLUE proxy card or by using one of the voting methods described below. Giving us your proxy means you authorize the proxy holders to vote your shares at the 2014 Annual Meeting, according to the directions you provide. You may vote for all, some or none of our director candidates. Whether or not you are able to attend the 2014 Annual Meeting, you are urged to mark, sign and date the enclosed BLUE proxy card and return it in the enclosed

postage-paid envelope or follow the instructions located on the BLUE proxy card to vote by telephone or Internet. All valid proxies received prior to the meeting will be voted. If you specify a choice with respect to any item by marking the appropriate box on the proxy, your shares of Common Stock will be voted in accordance with that specification. IF NO SPECIFICATION IS MADE, BUT YOU SIGN AND RETURN THE ENCLOSED BLUE PROXY CARD, YOUR SHARES OF COMMON STOCK WILL BE VOTED (I) “FOR” NATHAN MILIKOWSKY FOR DIRECTOR; (II) “FOR” KAREN FINERMAN FOR DIRECTOR; (III) “FOR” DAVID R. JARDINI FOR DIRECTOR; (IV) TO GRANT AUTHORITY TO VOTE FOR THE CANDIDATES WHO HAVE BEEN NOMINATED BY THE COMPANY TO SERVE AS DIRECTORS, OTHER THAN MARY B. CRANSTON, STEVEN R. SHAWLEY AND FERRELL P. MCCLEAN (V) “ FOR ” THE COMPANY’S PROPOSAL FOR THE STOCKHOLDERS TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY’S PROXY STATEMENT; (VI) “ FOR ” THE COMPANY’S PROPOSAL FOR THE STOCKHOLDERS TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE AMENDED EXECUTIVE INCENTIVE COMPENSATION PLAN, AS DEFINED AND INCLUDED IN THE COMPANY’S PROXY STATEMENT; (VII) “ FOR ” THE COMPANY’S PROPOSAL TO RATIFY PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014; (VIII) “FOR” SAVE GRAFTECH’S PROPOSAL TO ADOPT A RESOLUTION TO REPEAL ANY BYLAW OR AMENDMENT TO THE BYLAWS THAT IS INCONSISTENT WITH OR DISADVANTAGEOUS TO NATHAN MILIKOWSKY, AS THE NOMINATING STOCKHOLDER, OR TO THE ELECTION OF THE NOMINEES; AND (IX) IN THE PROXY HOLDER’S DISCRETION AS TO OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE 2014 ANNUAL MEETING.

We do not know of any other matters to be presented for approval by the Stockholders at the 2014 Annual Meeting. Unless you indicate otherwise on the BLUE proxy card or through the telephone or Internet voting procedures, your appointment also authorizes your proxy holders to vote your shares of Common Stock in their discretion on any matters not known by Save GrafTech at the time this Proxy Statement was printed and that, under the Bylaws, may be properly presented for action by the Stockholders at the 2014 Annual Meeting.

What do I need to attend the 2014 Annual Meeting?

The 2014 Annual Meeting will be held at the Company’s corporate headquarters located at 12900 Snow Road, Parma, Ohio, 44130 on May 15, 2014 at 10:00 a.m., eastern daylight time. You should be prepared to present valid government-issued photo identification, such as a driver’s license or passport, for admittance. In addition, if you are a Stockholder of record, your name will be verified against the list of Stockholders of record prior to admittance to the 2014 Annual Meeting. If you are a beneficial owner, you must provide proof of beneficial ownership on the Record Date, such as your account statement showing that you owned your shares of Common Stock as of March 28, 2014, a copy of the voting instruction form provided by your bank, brokerage firm, dealer, trust company or other nominee, or other similar evidence of ownership. If you do not provide valid government- issued photo identification and comply with the other procedures outlined above, you will not be admitted to the 2014 Annual Meeting. You do not need to attend the 2014 Annual Meeting to vote. Even if you plan to attend the 2014 Annual Meeting, please submit your vote in advance as instructed in this Proxy Statement.

What is the quorum requirement for the 2014 Annual Meeting?

A majority of the issued and outstanding shares of Common Stock, present at the commencement of such meeting, in person or represented by proxy, will constitute a quorum at the 2014 Annual Meeting. Abstentions and broker non-votes will be counted as shares present for purposes of determining whether a quorum exists for the transaction of business.

What is the effect of an “ABSTAIN” vote?

Abstentions are considered to be present and entitled to vote with respect to each relevant proposal, but will not be considered a vote cast with respect to that proposal. Therefore, an abstention will effectively be a vote against each of the proposals, except for the election of directors.

What is a broker non-vote?

A “broker non-vote” occurs when a beneficial owner of shares held by a bank, brokerage firm, dealer, trust company or other nominee fails to provide the record holder with voting instructions on any “non-routine” matters brought to a vote at a stockholder meeting.

Under the rules of the New York Stock Exchange, “non-routine” matters include (x) the election of directors and (y) Save GrafTech’s proposal to adopt a resolution to repeal any provision of the Bylaws as of the date of effectiveness of the resolution that was not included in the Bylaws as amended effective September 30, 2012 (which is the date of the last publicly disclosed amendment to the Bylaws) and that is inconsistent with or disadvantageous to Nathan Milikowsky, as the nominating stockholder, or to the election of the Nominees described in this Proxy Statement. As such, a broker may not vote your shares with respect to such matters without your instructions. Given the contested nature of the election, the rules of the New York Stock Exchange do not permit broker discretionary authority to vote on any proposals to be voted on at the meeting, whether routine or not.

If your shares are held of record by a bank, brokerage firm, dealer, trust company or other nominee, we urge you to give instructions to your bank, brokerage firm, dealer, trust company or other nominee as to how you wish your shares to be voted so you may participate in the Stockholder voting on these important matters.

What vote is required to elect the Nominees?

According to the Bylaws, for the election of directors at the 2014 Annual Meeting, the seven nominees receiving the highest number of “FOR” votes will be elected. Abstentions will be counted as present for purposes of this vote but are not counted as votes cast. Broker non-votes will not be counted as present and are not entitled to vote on the proposal. There is no guarantee that any of our Nominees will get enough votes to be elected even if you vote for them.

What vote is required to approve the other proposals described in this Proxy Statement?

Save GrafTech’s proposal to adopt a resolution to repeal any provision of the Bylaws as of the date of effectiveness of the resolution that was not included in the Bylaws as amended effective September 30, 2012 (which is the date of the last publicly disclosed amendment to the Bylaws) and that is inconsistent with or disadvantageous to Nathan Milikowsky, as the nominating stockholder, or to the election of the Nominees requires the affirmative vote of holders of at least 67% of the voting power of all shares of capital stock of the Company then outstanding entitled to vote generally for the election of directors. If other matters are properly brought before the 2014 Annual Meeting, the vote required will be determined in accordance with applicable law, the NYSE Rules and the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as applicable.

What should I do in order to vote for the Nominees and the other proposals?

If your shares of Common Stock are held of record in your own name, please authorize a proxy to vote by marking, signing, dating and returning the enclosed BLUE proxy card in the postage-paid envelope provided to you by us or follow the instruction on the BLUE proxy card to vote by telephone or Internet.

If you hold your shares of Common Stock in “street name” with a bank, brokerage firm, dealer, trust company or other nominee, only they can exercise your right to vote with respect to your shares of Common Stock and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly give instructions to your bank, brokerage firm, dealer, trust company or other nominee to ensure that a BLUE proxy card is submitted on your behalf. Please follow the instructions to authorize a proxy to vote provided on the enclosed BLUE proxy card. If your bank, brokerage firm, dealer, trust company or other nominee provides for voting instructions to be delivered to them by Internet or telephone, instructions will be included on the enclosed BLUE proxy card. We urge you to confirm your instructions in writing to the person responsible for your account and provide a copy of those instructions to us, c/o D.F. King & Co., Inc. 48 Wall Street, 22nd Floor, New York, New York 10005 or by email at savegraftech@dfking.com so that we may be aware of all instructions given and can attempt to ensure that such instructions are followed.

YOUR VOTE IS VERY IMPORTANT. If you do not plan to attend the 2014 Annual Meeting, we encourage you to read this Proxy Statement and mark, sign, date and return your BLUE proxy card in the enclosed postage-paid envelope provided, or follow the instructions located on your BLUE proxy card to vote by telephone or Internet prior to the 2014 Annual Meeting so that your shares of Common Stock will be represented and voted in accordance with your instructions. Even if you plan to attend the 2014 Annual Meeting in person, we recommend that you authorize a proxy to vote your shares of Common Stock in advance as described above so that your vote will be counted if you later decide not to attend the 2014 Annual Meeting. To ensure that your vote is counted, please remember to submit your vote so that it is received by us no later than 11:59 p.m. Eastern Time on May 14, 2014, the day prior to the Annual Meeting.

What does it mean if I receive more than one BLUE proxy card at or about the same time?

It generally means you hold shares registered in more than one account. In order to vote all of your shares, please mark, sign, date and return each BLUE proxy card or, if you vote via the Internet or telephone, vote once for each BLUE proxy card you receive.

What is the deadline for submitting proxies?

(a) Internet: Votes submitted electronically via the Internet must be received by 11:59 p.m. Eastern Time on May 14, 2014.

(b) Telephone: Votes submitted electronically by telephone must be received by 11:59 p.m. Eastern Time on May 14, 2014.

(c) Mail: Votes submitted by mail via written proxy must be returned in sufficient time to be counted prior to the closing of the polls at the 2014 Annual Meeting.

(d) In Person: All Stockholders of record as of the Record Date may vote in person at the 2014 Annual Meeting. If you hold your shares of Common Stock in “street name” with a bank, brokerage firm, dealer, trust company or other nominee, you will need to request a “legal proxy” from such entity to vote in person at the 2014 Annual Meeting.

How do I revoke a proxy?

Any Stockholder has the power to revoke a previously submitted proxy at any time before it is exercised. If you are a registered holder of Common Stock, you may revoke a previously submitted proxy by:

Please note, however, that only your last-dated proxy will count-any proxy may be revoked at any time prior to its exercise at the 2014 Annual Meeting as described in this Proxy Statement. Attending the 2014 Annual Meeting alone without taking one of the actions above will not revoke your proxy.

If you submit a BLUE proxy card you may revoke it at any time by submitting a later dated WHITE proxy card, or any other later dated proxy card. Likewise, if you submit, or have already submitted, a WHITE proxy card

you may revoke it at any time by submitting any other later dated proxy card, including a later dated BLUE proxy card.

Stockholders who hold their shares of Common Stock in “street name” with a bank, brokerage firm, dealer, trust company or other nominee will need to notify the person responsible for their account to revoke or withdraw previously given instructions. Unless revoked in the manner set forth above and subject to the foregoing, duly authorized proxies in the form enclosed will be voted at the 2014 Annual Meeting in accordance with your instructions. We request that a copy of any revocation sent to the Company or any revocation notification sent to the person responsible for a bank or brokerage account also be sent to us, c/o D.F. King & Co., Inc. at the address listed above, so that we may be aware of any revocation of a proxy.

PLEASE DO NOT RETURN ANY WHITE PROXY CARD YOU MAY RECEIVE FROM THE COMPANY OR OTHERWISE AUTHORIZE A PROXY TO VOTE YOUR SHARES OF COMMON STOCK AT THE 2014 ANNUAL MEETING, NOT EVEN AS A SIGN OF PROTEST. IF YOU HAVE ALREADY RETURNED A WHITE PROXY CARD TO THE COMPANY OR OTHERWISE AUTHORIZED A PROXY TO VOTE YOUR SHARES OF COMMON STOCK AT THE 2014 ANNUAL MEETING, IT IS NOT TOO LATE TO CHANGE YOUR VOTE. TO REVOKE YOUR PRIOR PROXY AND CHANGE YOUR VOTE, SIMPLY MARK, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED OR USE THE BLUE PROXY CARD TO VOTE BY TELEPHONE OR INTERNET. ONLY YOUR LATEST DATED PROXY WILL BE COUNTED.

Who is paying for the solicitation on behalf of Save GrafTech?

Save GrafTech will pay all costs of the solicitation of proxies on behalf of Save GrafTech and the other participants described on Annex A hereto for the 2014 Annual Meeting. If all (or some of) the Nominees are elected, Save GrafTech intends to seek reimbursement of those costs from the Company, subject to any restrictions based on applicable law or in the Company’s Amended and Restated Certificate of Incorporation or Bylaws.

Whom should I call if I have any questions about the solicitation?

If you have any questions, or need assistance in voting your shares of Common Stock, please call our proxy solicitor, D.F. King & Co., Inc toll-free at (800) 628-8532 or contact D.F. King & Co., Inc by email at savegraftech@dfking.com.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. SAVE GRAFTECH URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD TODAY TO VOTE “FOR” THE ELECTION OF OUR NOMINEES AND TO GRANT AUTHORITY TO VOTE FOR THE COMPANY’S NOMINEES OTHER THAN MARY B. CRANSTON, STEVEN R. SHAWLEY AND FERRELL P. MCCLEAN AND “FOR” SAVE GRAFTECH’S PROPOSAL TO ADOPT A RESOLUTION TO REPEAL ANY PROVISION OF THE BYLAWS AS OF THE DATE OF EFFECTIVENESS OF THE RESOLUTION THAT WAS NOT INCLUDED IN THE BYLAWS AS AMENDED EFFECTIVE SEPTEMBER 30, 2012 (WHICH IS THE DATE OF THE LAST PUBLICLY DISCLOSED AMENDMENT TO THE BYLAWS) AND THAT IS INCONSISTENT WITH OR DISADVANTAGEOUS TO NATHAN MILIKOWSKY, AS THE NOMINATING STOCKHOLDER OR TO THE ELECTION OF THE NOMINEES.

Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to Be Held on May 15, 2014:

The proxy materials are available at http://www.savegraftech.com

BACKGROUND OF THE SOLICITATION

On November 30, 2010, the Company acquired Seadrift and C/G for approximately $850 million in Common Stock of the Company, cash and promissory notes.

As a result of the transactions, Save GrafTech held 10.5% of the Common Stock of the Company as of December 10, 2010, according to the Schedule 13D filed with the Securities and Exchange Commission on December 10, 2010, ² and was and is one of the largest stockholders of the Company. In connection with the transaction, NM C/G Note LLC received promissory notes from the Company with an aggregate principal amount of approximately $33 million; NM Seadrift Note LLC received promissory notes from the Company with an aggregate principal amount of approximately $19 million; Seadrift Coke LLC received promissory notes from the Company with an aggregate principal amount of approximately $1.2 million; NMDM Investments LLC received promissory notes from the Company with an aggregate principal amount of approximately $1.3 million; RNM Foundation received promissory notes from the Company with an aggregate principal amount of approximately $.5 million; Daniel Milikowsky received promissory notes from the Company with an aggregate principal amount of approximately $3.7 million; DM Family Holdings LLC received promissory notes from the Company with an aggregate principal amount of approximately $67.5 million; DSM Foundation received promissory notes from the Company with an aggregate principal amount of approximately $.5 million; David R. Jardini, a nominee, received promissory notes from the Company with an aggregate principal amount of approximately $4.2 million and ceased being the president of C/G; and the David R. Jardini 2010 Qualified Annuity Trust Agreement, of which David R. Jardini is the Trustee, received promissory notes from the Company with an aggregate principal amount of approximately $2.3 million. The entire aggregate principal amount of such promissory notes is currently outstanding. The issuance of such notes was described in the Company’s Form 8-K filed with the Securities and Exchange Commission on November 30, 2010; any description of such notes in this Proxy Statement is qualified in its entirety by reference to the such 8-K and the exhibits thereto, which are incorporated by reference herein.

In connection with the transaction described in the preceding paragraph, the Company entered into a registration rights and stockholders’ agreement (the “Stockholders’ Agreement”) with Nathan Milikowsky, Daniel Milikowsky, RNM Foundation, DSM Foundation, NMDM Investments LLC, Rebecca Milikowsky, Brina Milikowsky, Shira Milikowsky, DM Family Holdings, LLC and Seadrift Coke LLC (collectively, the “Milikowsky Holders”). The Stockholders’ Agreement gives certain members of Save GrafTech the right to designate a nominee to serve on the Board. The Stockholders’ Agreement also includes a standstill provision (the “Standstill Provision”), which states that it prohibits the Milikowsky Holders from (x) contracting to purchase, sell, borrow, lend, pledge or otherwise acquire or transfer, directly or indirectly, any securities of the Company and (y) entering into any economic or voting derivative, swap or other contract that transfers any of the voting rights or economic consequences of ownership of any securities of the Company or the value of which is derived from the value of any securities of the Company. The Stockholders’ Agreement is described below in the section entitled “Summary of the Stockholders’ Agreement” and the foregoing description of the Stockholders’ Agreement is qualified in its entirety by reference to such Form 8-K and the exhibits thereto, which are incorporated by reference herein. Pursuant to the Stockholders’ Agreement, Mr. Nathan Milikowsky was appointed to serve as a director of the Company.

On September 12, 2012, Mr. Lindon Robertson, then the chief financial officer of the Company, wrote a letter to the Company’s lead director and counsel purporting to indicate his concern regarding possible unauthorized communication of information to an investor of the Company as well as potential trading by that investor. Thereafter, the Board established a special committee to investigate those allegations. The special committee requested documents and sought interviews in connection with the investigation. Mr. Nathan Milikowsky voluntarily produced documents in response to the request and also informed the Company that he was willing to be interviewed, although

that interview ultimately did not occur. On March 20, 2013, the Board approved a slate of nominees for selection as directors that did not include Mr. Nathan Milikowsky and later stated they would not approve nominees proposed to the Board by Save GrafTech.

Beginning in November 2013, Mr. Nathan Milikowsky and his legal counsel and the general counsel to the Company exchanged certain letters. The letters from the Company stated that the Milikowsky Holders were not entitled to designate a nominee to the Board because the Company’s Nominating and Governance Committee and Board had decided that Mr. Nathan Milikowsky did not meet qualifications set forth in the Company’s Corporate Governance Guidelines and Nominating and Governance Committee Charter and because the Company’s Nominating and Governance Committee and Board had decided that the Milikowsky Holders had breached certain provisions of the Stockholders’ Agreement, specifically the Standstill Provision and confidentiality provisions. Mr. Nathan Milikowsky and his counsel responded to the Company by stating that the decisions of the Company’s Nominating and Governance Committee and Board were entirely unsupported and that it was the Company that was in breach of the Stockholders’ Agreement by refusing to allow Mr. Nathan Milikowsky to sit as a Board member. Mr. Nathan Milikowsky and his counsel further responded to the Company that, in light of the Company’s breach, the Milikowsky Holders were no longer subject to the Standstill Provision.

On January 15, 2014, Mr. Nathan Milikowsky and his counsel requested, pursuant to the Company Bylaws, a copy of the Company’s 2014 written questionnaire with respect to the qualifications and backgrounds of potential nominees to the Board. The Company provided the questionnaire while reserving its rights under the Stockholder’s Agreement.

On January 21, 2014, the Company announced that its president and chief executive officer, Craig Shular, was retiring as president and chief executive officer, effective immediately, and that Craig Shular was remaining as Executive Chairman of the Board until December 31, 2014.

On January 23, 2014, in accordance with the procedures set forth in the Company’s Bylaws, Mr. Nathan Milikowsky delivered a notice of nomination to the Company nominating five individuals for election as directors at the 2014 Annual Meeting: Messrs. Nathan Milikowsky, David R. Jardini, Carroll R. Wetzel, Jr., Frank A. Riddick III and Ms. Karen Finerman. Mr. Nathan Milikowsky’s notice of nomination also proposed a resolution that, as of the effectiveness of the resolution, any provision in the Company’s Bylaws that was not included in the Bylaws as of September 30, 2012, and that is inconsistent with, or disadvantageous to, Mr. Nathan Milikowsky, as the nominating stockholder, or to the election of the Nominees, be repealed. Mr. Nathan Milikowsky submitted the notice of nomination to the Company because he believes that the Company can and should do significantly more to improve its business performance and generate value for all stockholders.

On March 3, 2014, Mr. Nathan Milikowsky’s counsel, Kirkland & Ellis LLP, on Mr. Nathan Milikowsky’s behalf, wrote a letter to the Company requesting that the Company allow Stockholders to vote for the Nominees without disenfranchising the Stockholders with respect to other nominees proposed by the Company’s existing board of directors or other stockholders, as applicable, by using a universal proxy in connection with the 2014 Annual Meeting. On April 14, 2014, the Company delivered a letter confirming that the Company will not utilize a universal proxy in connection with the 2014 Annual Meeting.

Beginning on March 16, 2014, Mr. Nathan Milikowsky engaged in a series of discussions and exchanged a series of letters with the CEO of the Company regarding a potential settlement that would avoid a contested election at the 2014 Annual Meeting. These letters have been filed as an exhibit to the Schedule 13D filed with the Securities and Exchange Commission on March 25, 2014.

At a meeting with Mr. Nathan Milikowsky on March 16, 2014, the Company’s chief executive officer presented a settlement proposal to Mr. Nathan Milikowsky in which the Company would agree to add only Karen Finerman and David Jardini to the Board and in which the Company asked Mr. Nathan Milikowsky to agree to a standstill through the Company’s 2016 annual meeting.

On March 18, 2014, Mr. Nathan Milikowsky responded to this settlement offer with a compromise under which (i) five incumbent directors would continue on the Board, (ii) four of the Nominees, including Mr. Nathan Milikowsky, the Company’s largest non-institutional Stockholder, would join the Board, (iii) chairman Craig Shular and lead

director Mary Cranston would leave the Board, (iv) the newly constituted Board would elect a new chairman, and (v) Save GrafTech would support the agreed slate at the 2014 Annual Meeting.

On March 19, 2014, the Company’s chief executive officer presented a counterproposal to Mr. Milikowsky under which (i) Nominees David Jardini and Karen Finerman would join the Board, (ii) two independent nominees selected by the Company’s Nominating and Governance committee would be added to the Board, (iii) the Board size would increase to eleven (11) directors, and (iv) Save GrafTech would agree to a standstill through the Company’s 2016 annual meeting.

On March 21, 2014, Mr. Nathan Milikowsky informed the Company that its counterproposal was unacceptable, but that he remains open to further good-faith negotiations towards reaching a resolution.

Copies of correspondence beginning on March 16, 2014 are available as exhibits to the Schedule 13D filed with the Securities and Exchange Commission on March 25, 2014 and any such description of the letters are qualified in their entirety by reference to such Schedule 13D and the exhibits thereto, which are incorporated by reference herein.

On March 27, 2014, Mr. Matthew Solum of Kirkland and Ellis LLP, counsel to Mr. Nathan Milikowsky, sent a letter, on behalf of Mr. Nathan Milikowsky, to Mr. Joel Hawthorne, President and CEO of the Issuer, requesting that the Reporting Person be given access to, and copies of, certain information and documents regarding the Company pursuant to Section 220 of the Delaware General Corporation Law and other applicable law, which letter is available as an exhibit to the Schedule 13D filed with the Securities and Exchange Commission on March 27, 2014 and any such description of the letter is qualified in its entirety by reference to such Schedule 13D and the exhibits thereto, which are incorporated by reference herein.

On April 11, 2014, Save GrafTech proposed a settlement offer for minority representation on a newly reconstituted 10-member Board, including: (i) three Save GrafTech nominees (Mr. David Jardini, Ms. Karen Finerman and Mr. Nathan Milikowsky), (ii) one director to be mutually agreed on by Save GrafTech and the Company, (iii) two Company nominees (Mr. Tom Danjczek and Ms. Catherine Morris) and (iv) four incumbent directors (Mr. Randy Carson, Mr. Joel Hawthorne, Ms. Ferrell McClean and Mr. Steven Shawley). Such proposal also provided a solution to address any concerns the Company might have about Mr. Nathan Milikowsky’s suitability to rejoin the Board. Under the Save GrafTech proposal, the Board would promptly retain an independent law firm to review the undisclosed findings of its prior investigation. That independent firm would determine whether Mr. Nathan Milikowsky meets the Company’s standards for membership on the Board. Should the law firm conclude that Mr. Nathan Milikowsky does not meet such standards, he would promptly resign from the Board.

Later on April 11, 2014, the Company presented a counterproposal to Mr. Milikowsky under which (i) two Save GrafTech nominees (Mr. David Jardini and Ms. Karen Finerman) would join the Board, (ii) two Company nominees (Mr. Tom Danjczek and Ms. Catherine Morris), would join the Board, (iii) five incumbent directors (Ms. Mary Cranston, Mr. Randy Carson, Mr. Joel Hawthorne, Ms. Ferrell McClean and Mr. Steven Shawley), would remain on the Board and (iv) Mr. Milikowsky would join the Board after first completing an elaborate and burdensome litigation-like exercise.  If Mr. Nathan Milikowsky is not added to the Board after the proceeding, one director mutually agreed on by Save GrafTech and the Company would be added.

SUMMARY OF THE STOCKHOLDERS’ AGREEMENT

The Stockholders’ Agreement contains lock-up and standstill provisions, transfer restrictions, director nomination rights and registration rights with respect to the shares of Common Stock issued to the equity holders of Seadrift and C/G.

Lock-up and Standstill Provisions

Under the Stockholder’s Agreement, each of the Milikowsky Holders agreed to certain lock-up restrictions including sale and transfer restrictions as described above, for two (2) years following November 30, 2010 and thereafter until six (6) months after the later of (i) the termination of the Milikowsky Holders’ right to nominate an individual for election as a director of the Company (see, “Board Nomination Rights,” below) and (ii) the date on which any such nominated director ceases to be a member of the Board.

The foregoing lock-up also terminates upon certain enumerated events, including a change in control and the Company’s failure to comply in any material respect with the Board Nomination Rights.

Each of the Milikowsky Holders also agreed to certain standstill restrictions for a period of two (2) years following November 30, 2010 and thereafter until six (6) months after the later of (i) the termination of the Milikowsky Holders’ right to nominate an individual for election as a director of the Company and (ii) the date on which any such nominated director ceases to be a member of the Board.

Under the agreement’s terms, the standstill restrictions terminate upon (i) a change in control; (ii) bankruptcy of the Company or any of its significant subsidiaries; (iii) the Company’s failure to comply in any material respect with the board nomination rights; or (iv) the delisting of the Company’s common stock from the New York Stock Exchange (other than in connection with relisting on another national or international exchange).

As described above, we believe the standstill and lock-up restrictions are no longer in effect.

Board Nomination Rights

Following the acquisitions of Seadrift and C/G, and pursuant to the Stockholders’ Agreement, the Company agreed to (i) increase the size of the Board by one and elect a representative of the Milikowsky Holders (and their related parties and affiliates) to the Board and (ii) nominate such representative for re-election in subsequent years, provided the Milikowsky Holders (and their related parties and affiliates) continue to hold in the aggregate at least twelve million shares of Common Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification transactions). If the initial representative (or a then prior designee) ceases to be a member of the Board and at least three years have passed since the initial representative (or a then prior designee) was elected to the Board or, if prior to such three year period, such initial representative (or prior designee) ceases to serve due to death, disability or mandatory retirement, as long as the Milikowsky Holders (and their related parties and affiliates) have continuously held in the aggregate at least twelve million shares of Common Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification transactions) the Milikowsky Holders (and their related parties and affiliates) may designate a different representative to be nominated to the Board provided, that such replacement representative is reasonably acceptable to the Board. The representative of the Milikowsky Holders (and their related parties and affiliates) must meet the requirements of an “independent director” under the listing rules of the New York Stock Exchange and must otherwise satisfy the requirements of the Company’s corporate policies relating to directors. Mr. Nathan Milikowsky was elected to the Board as the initial representative of the Milikowsky Holders. The Company’s obligations with respect to the board nomination rights terminate upon the consummation of a change in control (except that the percentage thresholds in the first two bullets of the definition of change in control shall be 67% (and not 35%)).

The Stockholders’ Agreement is publicly available and is filed as Exhibit 10.2.0 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 30, 2010; the foregoing description of the Stockholders’ Agreement is qualified in its entirety by reference to such Form 8-K and the exhibits thereto, which are incorporated by reference herein.