Graftech International Ltd. · NYSE:EAF
Graftech International — Proxy Contest (April 2024)
14 slides from Graftech International's proxy contest presentation, Apr 22, 2024
Slide 1: Revive: Nilesh Undavia's Response to Management Setting the Record Straight
1 REVIVE NILESH UNDAVIA'S RESPONSE TO MANAGEMENT SETTING THE RECORD STRAIGHT
Slide 2: Legal Disclaimer
2 Legal Disclaimer The views expressed in this presentation (th is “Presentation”) represent the opinions of Nilesh Undavia ( collectively with certain family trusts, the “ Undavia Group ”) . Th is Presentation is for informational purposes only, and it does not have regard to the specific investmen
Slide 3: Legal Disclaimer (continued)
3 Legal Disclaimer (continued) Though this Presentation may contain projections, nothing in this Presentation is, or is intended to be, a prediction of the future trading price or market value of securities of the Company . Accordingly, there is no assurance or guarantee with respect to the prices a
Slide 4: Instead of Strategy and Real Solutions Management Offers Personal Attacks and No Accountability
4 Instead of Strategy and Real Solutions Management Offers Personal Attacks and No Accountability • Shareholders should not be fooled by GrafTech’s a ttempt to obfuscate the issues and distract with personal attacks. • Management’s investor presentation fails to address unprecedented value destructi
Slide 5: GrafTech's Board Continues to Mislead Shareholders About Client Outreach Efforts
5 GrafTech’s Board Continues to Mislead Shareholders About Client Outreach Efforts Management’s “campaign to restore customer relationships” continues to include costly litigation with clients over long - term agreements (LTAs) These LTAs have been universally deemed as bad for clients in the long -
Slide 6: The Board Was Never Open To Mr. Undavia's Candidacy
6 The Board Was Never Open To Mr. Undavia’s Candidacy Debra Fine Nominating and Corporate Governance Committee Chair “We’re not looking for board members” (from less than 5 - minute call on Jan. 10, 2024 with Nilesh Undavia regarding his board candidacy) • The Board continues to purport its openness
Slide 7: Despite the Board's Claims, Mr. Undavia Has Relevant Skills And Credentials
7 Despite the Board’s Claims, Mr. Undavia Has Relevant Skills And Credentials • Institutional investor for over 30 years, the majority of which were spent analyzing global raw materials industries • Employed at Wellington Management Co, LLP in Boston for nearly 25 years, where he was a Partner and S
Slide 8: Unlike The Board, Mr. Undavia Takes Accountability And Prompt Corrective Action
8 Unlike The Board, Mr. Undavia Takes Accountability And Prompt Corrective Action • Mr. Undavia is not a professional activist, and has never before been forced by Board intransigence to run a proxy contest • The Company further refused to cooperate with Mr. Undavia to clarify its confusing question
Slide 9: It Is The Board Who Is Not Forthcoming and Truthful With Shareholders
9 It Is The Board – Not Nilesh Undavia – Who Is Not Forthcoming and Truthful With Shareholders • The Company has never provided an adequate explanation for the damaging shutdown at Monterrey nor held anyone accountable o In operation since 1959, the Monterrey plant has over 550 employees and represe
Slide 10: Management Must Do More Than Provide Cost-Cutting Transparency To Change Market Sentiment
10 Management Must Do More Than Provide Cost - Cutting Transparency To Change Market Sentiment on the Stock • GrafTech is cherry - picking analyst commentary; it fails to disclose that J.P. Morgan as well as all other analysts who cover GrafTech have a HOLD/NEUTRAL rating on the stock, according to
Slide 11: Changes in Director Stock Ownership Policy Insulates Board From Its Poor Performance
11 Changes in Director Stock Ownership Policy Insulates Board From Its Poor Performance “The Non - Employee Director Stock Ownership Policy was reviewed and revised by the Board in December 2022. Under the revised policy, effective December 1, 2022, independent directors are required, within five ye
Slide 12: The Board Has Lost All Credibility With Investors
12 The Board Has Lost All Credibility With Investors • Since the Board began proclaiming that it has the right strategy and leadership, the stock has continued to underperform • No director has bought a single share in 2024 1 , which would show evidence they believe in GrafTech or its potential • Ac
Slide 13: Nilesh Undavia Is A Shareholder Representative With Significant Skin In The Game
13 Nilesh Undavia Is A Shareholder Representative With Significant Skin In The Game The GrafTech Board Share Ownership Comparison Our Nominee Director #of Shares Chair Henry K eizer 48,111 CEO Timothy Flanagan 23,572 Marcel Kessler 12,480 Jean - Marc Germain 92,620 D iego Donoso 21,476 Michel Dumas
Slide 14: The Decision for Shareholders: Nilesh Undavia
14 The Decision for Shareholders: Nilesh Undavia Mr. Undavia has no public board experience Mr. Undavia has no corporate governance experience Mr. Undavia’s skillsets in limited areas are not additive to the Board Mr. Undavia has limited direct sector experience Mr. Undavia has no executive level ma