Initial Statement of Beneficial Ownership (3)
November 07 2014 - 5:14PM
Edgar (US Regulatory)
POWER OF ATTORNEY
(Beneficial Ownership Reports)
The undersigned hereby:
(i) constitutes and appoints the Chief Executive Officer, the President,
the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial
Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving,
of GrafTech International Ltd. (the "Company"), and each of them individually,
with full power of substitution and resubstitution (collectively, the "Attorneys-
in-Fact," and, individually, an "Attorney-in-Fact"), to be the undersigned's true
and lawful representative, agent, proxy and attorney-in-fact, for him or her and
in his or her name, place and stead, in any and all capacities, to:
(a) prepare, act on, execute, acknowledge, publish (including website posting)
and deliver to and file with the Securities and Exchange Commission, any and all
national securities exchanges and the Company the following Forms with respect to
securities of the Company, including those which are or may be deemed to be
beneficially owned or held by the undersigned:
(1) Forms ID, 3, 4, 5 and 144 (including any and all amendments thereto) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities
Act of 1933, as amended (the "Securities Act"), and the rules and regulations
thereunder; and
(2) any successor Form or any related document; and
(b) request and obtain from any and all third parties, including brokers, employee
benefit plan administrators and trustees, any and all information with respect to
ownership and holding of and transactions in securities of the Company and to use and
disclose such information, in each case as necessary, appropriate, convenient or
expedient in connection with the foregoing; and
(ii) authorizes any and all such third parties to provide and disclose such information
to any and all of the Attorneys-in-Fact or their agents;
(iii) grants to any and all of the Attorneys-in-Fact the full right, power and authority
to do any and all such things and all such actions which may be necessary, convenient,
expedient or appropriate in connection with the foregoing, as fully for all intents and
purposes as he or she might or could do or take; and
(iv) approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may
lawfully do or cause to be done by virtue hereof.
The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on
information provided or disclosed orally or in writing by or on behalf of the undersigned
or such third parties without independent verification thereof.
The validity of this Power of Attorney shall not be affected in any manner by reason of
(i) the execution, at any time, of other powers of attorney by the undersigned in favor of
persons other than those named herein or (ii) the death, disability or incompetence of
the undersigned.
This Power of Attorney shall remain in effect as long as the undersigned remains employed
by the Company or its subsidiaries or a director of the Company, unless it is revoked as
described in the next sentence. This Power of Attorney may be revoked only by written
notice to the Secretary of the Company, delivered personally or by registered mail or
certified mail, return receipt requested. No such revocation shall be effective as to
any Attorney-in-Fact until such notice of revocation shall have been actually received
and read by him or her. All third parties may deal with each Attorney-in-Fact as if such
Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake
any investigation as to whether this Power of Attorney has been revoked or otherwise
becomes invalid.
The undersigned acknowledged that it is his or her responsibility to pre-clear with the
General Counsel all proposed transactions in securities of the Company and that this Power
of Attorney does not relieve the undersigned from any responsibility for compliance with
the obligations of the undersigned under the Exchange Act, including the reporting requirements
under Section 16 of the Exchange Act.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 24th
day of October, 2014.
Signature: /s/Darrell A. Blair
Print Name: Darrell A. Blair