GRAFTECH INTERNATIONAL LTD

CERTIFICATE OF AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

GRAFTECH INTERNATIONAL LTD.,

a Delaware Corporation

GrafTech International Ltd. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

FIRST: That the undersigned is the duly elected and acting Chief Executive Officer and President of the Corporation.

SECOND: That the existing Amended and Restated Certificate of Incorporation of the Corporation previously effected a reclassification of the common stock, par value $0.01 per share, of the Corporation as set forth therein.

THIRD: That, pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), Section 1 of Article V of the Amended and Restated Certificate of Incorporation of the Corporation hereby is deleted in its entirety and the following is inserted in lieu thereof:

“SECTION 1. Authorized Stock. The aggregate number of shares of capital stock that the Corporation shall have authority to issue is [ ]1, which shall be divided into two classes consisting of [ ]2 shares of common stock, par value $0.01 per share (the “Common Stock”), and [ ]3 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).

Upon the filing and effectiveness pursuant to the DGCL of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation (the “Amendment Effective Time”), each [ ( )]4 shares of Common Stock issued and outstanding or held by the Corporation as treasury stock immediately prior to the Amendment Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued upon the Reverse Stock Split. Holders of record who otherwise would be entitled to receive fractional shares of Common Stock because they hold a

GrafTech International Ltd. | Special Meeting Proxy Statement / A-1

number of shares not evenly divisible by the Reverse Stock Split ratio shall be issued an additional fraction of a share of Common Stock to round up to the next whole post-Reverse Stock Split share of Common Stock. No cash will be paid in lieu of fractional shares. Each certificate or book entry position that immediately prior to the Amendment Effective Time represented shares of Common Stock issued and outstanding or held by the Corporation as treasury stock shall thereafter represent the number of shares of Common Stock into which the shares of Common Stock represented by such certificate or book entry position has been combined and converted pursuant to the Reverse Stock Split, subject to the elimination of fractional interests as set forth above. The Reverse Stock Split shall occur regardless of whether certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent for cancellation.

Subject to the rights of the holders of any outstanding class or series of Preferred Stock, the number of authorized shares of any class or series of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the holders of a majority in voting power of the capital stock of the Corporation entitled to vote thereon, voting as a single class, and no separate vote of the holders of any class or series shall be required therefor irrespective of Section 242(b)(2) of the DGCL.”

FOURTH: That this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted and approved by the Board of Directors and stockholders of the Corporation in accordance with the applicable provisions of Sections 228 and 242 of the DGCL.

FIFTH: This Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation shall be effective as of [ ] [ ].m., Eastern Time, on [ ], 20[ ].

A-2 / GrafTech International Ltd. | Special Meeting Proxy Statement

IN WITNESS WHEREOF, the undersigned hereby further declares and certifies under penalty of perjury that the facts set forth in the foregoing certificate are true and correct to the knowledge of the undersigned, and that this certificate is the act and deed of the undersigned.

Executed on this day of , 20 .

By:

Timothy K. Flanagan

Chief Executive Officer and President

GrafTech International Ltd. | Special Meeting Proxy Statement / A-3

C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/EAF or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/EAF Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Special Meeting of Stockholders Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote FOR Proposal 1. 1. Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to, at the discretion of the Board of Directors, effect a reverse stock split of the Company’s issued common stock, par value $0.01 per share, at a ratio of not less than one-for-seven (1-for-7) and not greater than one-for-fifteen (1-for-15), with the final ratio within such range to be determined at the discretion of the Board of Directors, and a reduction in the number of authorized shares of common stock and preferred stock, par value $0.01 per share, by a corresponding proportion. For Against Abstain B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1 U P X 6 5 8 3 3 6 0463RB

GrafTech International Ltd. Special Meeting of Stockholders August 14, 2025, 8:00 am ET The Special Meeting of Stockholders of GrafTech International Ltd. will be held virtually via the Internet at www.meetnow.global/MU9CXSX on Thursday, August 14, 2025 at 8:00 am Eastern time. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Important notice regarding the Internet availability of proxy materials for the Special Meeting of Stockholders. The material is available at: www.envisionreports.com/EAF Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/EAF IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. GrafTech International Ltd. Notice of Special Meeting of Stockholders Proxy Solicited by Board of Directors for Special Meeting of Stockholders on August 14, 2025 The undersigned appoints Timothy K. Flanagan, Rory F. O’Donnell and Andrew J. Renacci, or any of them, as proxies, each with the full power of substitution, and authorizes them to represent and vote the common shares of GrafTech International Ltd. of the undersigned, with all the powers which the undersigned would possess if present at the Special Meeting of Stockholders to be held on August 14, 2025, or at any postponement or adjournment thereof. When properly executed, shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the above named proxies will vote “FOR” Proposal 1. Pursuant to our Amended and Restated Certificate of Incorporation, approval of Proposal 1 requires the affirmative vote of the holders of at least 66 2/3% of the voting power of the issued and outstanding shares of common stock. Therefore, abstentions and broker non-votes will have the effect of votes “AGAINST” this proposal. In their discretion, the above named proxies are authorized to vote upon such other business as may properly come before the meeting and any adjournment or postponement thereof. (Items to be voted appear on reverse side) C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below.