Courtesy Translation


                          SGL CARBON AKTIENGESELLSCHAFT



                            ARTICLES OF INCORPORATION



                                    SECTION I


                               GENERAL REGULATIONS




                                    ARTICLE 1

                  NAME AND REGISTERED OFFICE OF THE CORPORATION


1. The name of the Corporation is

                          SGL CARBON Aktiengesellschaft


2. It has its registered office in Wiesbaden.



                                    ARTICLE 2

                           PURPOSE OF THE CORPORATION


(1)    The Corporation is a holding company for a group of companies active
       especially in the following fields:

       o      all kinds of carbon products, in particular industrial products
              made of natural  and  artificial  carbon and graphite;


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SatzungAG-EnglischMarz2005                                                 1/15

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       o      carbon and graphite  materials and products such as fibers,
              composite  materials,  foils and graphite  processing
              equipment including industrial facilities;

       o      other ceramic materials and products;

       o      corrosion resistant materials and

       o      the production or extraction of other substances and products
              related to the foregoing.

(2)    The  Corporation  itself may engage in activities  described in Par. (1)
       and may make  resources  and funds  available to companies in which it
       holds an interest.  The  Corporation  is authorized to take all actions
       and measures that relate to the purpose of the Corporation or which serve
       such purpose, directly or indirectly.

(3)   The Corporation may also establish, acquire, take an equity interest in
      or consolidate other companies, especially those which are active in the
      fields described in Par. (1). The Corporation is authorized to take shares
      in any kind of company, especially for the purpose of investing the funds
      of the Corporation. With respect to corporations in the group and other
      companies in which the Corporation has an interest, it may limit itself to
      the administration of its interest as well as act in its discretion
      regarding its ownership interests.


                                    ARTICLE 3
                            CAPITAL STOCK AND SHARES


(1)   The capital stock of the  Corporation  amounts to EUR  144,544,637.44
      (EUR one hundred  forty-four  million five hundred forty-four thousand
      and six hundred thirty-seven and forty-four Cent).

(2)   The capital stock is divided into 56,462,749 shares.


(3)   The shares are bearer shares.

(4)   The Corporation may issue share  certificates  representing several shares
      (multiple share  certificates). Shareholders may not require the issuance
      of share certificates.

(5)   If the share  capital is  increased,  the profit  sharing  rights of any
      new shares may  deviate  from  Section 60 of the German Stock Corporation
      Law  (Aktiengesetz).

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SatzungAG-EnglischMarz2005                                                 2/15

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(6)   The Executive Committee is authorized to increase the Company's share
      capital with the approval of the Supervisory Board by a total of up to
      EUR 69,862,876.16 (Authorized Capital I) by issuing a total of no more
      than 27,290,006 new no-par value shares against cash and/or non-cash
      contributions on one or several occasions in the period up to April 29,
      2009. The shareholders are to be granted subscription rights. However,
      the Executive Committee is authorized, with the approval of the
      Supervisory Board, to exempt fractions of subscription rights.
      Furthermore, the Executive Committee can exclude subscription rights with
      the approval of the Supervisory Board

      (i)   to the extent necessary to enable the holders of warrants or
            convertible bonds that have been issued by SGL CARBON
            Aktiengesellschaft or by a wholly owned direct or indirect
            subsidiary to be granted subscription rights for new shares as if
            they had exercised the warrants or conversion rights or fulfilled
            their conversion obligations;

      (ii)  to issue new shares to holders of convertible bonds which were
            granted by SGL CARBON Aktiengesellschaft or its wholly owned direct
            or indirect subsidiaries in Germany and abroad against non-cash
            contributions in accordance with the authorization by the Annual
            General Meeting on April 30, 2004, if the holders have exercised
            their conversion right or fulfilled their conversion obligation.

      (iii) if the new shares are issued to employees of SGL CARBON
            Aktiengesellschaft or companies affiliated with SGL CARBON
            Aktiengesellschaft within the meaning of sections 15 ff. of the
            AktG. However, for this purpose the share capital can only be
            increased by a total of no more than EUR 2,325,928.96 by issuing a
            total of up to 908.566 new no-par value shares on one or several
            occasions;

      (iv)  if the new shares are issued to employees of SGL CARBON
            Aktiengesellschaft or companies affiliated with SGL CARBON
            Aktiengesellschaft within the meaning of sections 15 ff. of the
            AktG participating in the share plan (Matching Share Plan) of SGL
            CARBON Aktiengesellschaft. However, for this purpose the share
            capital can only be increased by a total of no more than
            EUR 803,776.00 by issuing a total of up to 313,975 new no-par value
            shares on one or several occasions;

      (v)   if the new shares are issued as part of a capital increase against
            non-cash contributions for the acquisition of companies, parts of
            companies or equity interests in companies; and


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SatzungAG-EnglischMarz2005                                                 3/15

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      (vi) for a total of no more than EUR 14,293,834.24 if the new shares are
           issued as part of a capital increase against cash contributions at an
           issuing price that does not fall significantly below the market
           price.

(7)   The Company's share capital is conditionally increased by a further
      amount of up to EUR 4,096,000.00 against non-cash contributions. The sole
      purpose of the conditional capital increase is to issue up to 1,600,000
      no par-value bearer shares carrying dividend rights from the beginning of
      the fiscal year in which they are issued to service options for shares of
      SGL CARBON Aktiengesellschaft granted as stock appreciation rights (SARs)
      in the period up to December 31, 2009 to members of the Executive
      Committee and senior managers of SGL CARBON Aktiengesellschaft and
      members of the management and senior managers of affiliated companies of
      SGL CARBON Aktiengesellschaft within the meaning of sections 15ff of the
      AktG (Group companies) on the basis of the authorization granted by the
      Annual General Meeting on April 30, 2004. The contributions to the shares
      to be subscribed take the form of the contribution of the remuneration
      entitlements granted to beneficiaries under the stock appreciation rights
      issued in line with the authorization granted by SGL CARBON
      Aktiengesellschaft's Annual General Meeting on April 30, 2004. The
      conditional capital increase will only be implemented to the extent that
      the stock appreciation rights were issued on the basis of the
      authorization resolved by the Annual General Meeting on April 30, 2004,
      the beneficiaries exercised their options and contributed their
      remuneration entitlements to the Company, and insofar as the Company does
      not satisfy the beneficiaries' options in the form of own shares or a
      cash payment. The new shares are issued at the minimum price of EUR 2.56


(8)   The share capital of the Company is conditionally increased by a further
      EUR 3,840,000.00, divided into 1,500,000 bearer shares with a
      proportional interest in the share capital of EUR 2.56 per share. The
      conditional capital increase will only be implemented to the extent that
      warrant holders of bonds with warrants or holders of conversion rights
      from convertible bonds, which are issued by SGL CARBON Aktiengesellschaft
      or a wholly-owned direct or indirect subsidiary of SGL CARBON
      Aktiengesellschaft on the basis of the authorizing resolution of the
      General Meeting of April 27, 2000, exercise their option or conversion
      rights, or to the extent that holders of convertible bonds with a
      conversion obligation, where those convertible bonds are issued on the
      basis of the authorizing resolution of the General Meeting of April 27,
      2000 by SGL CARBON Aktiengesellschaft or a wholly-owned direct or
      indirect subsidiary of SGL CARBON Aktiengesellschaft, fulfill their


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SatzungAG-EnglischMarz2005                                                 4/15

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      conversion obligation. The new shares shall participate in the Company
      profits as of the beginning of the fiscal year in which they are created
      through the exercise of conversion rights or options or through the
      fulfillment of conversion obligations.


(9)   The share capital is conditionally raised by an additional nominal EUR
      4,096,000.00. The conditional increase of the share capital will be
      executed only by issuing up to 1,600,000 new shares with the right to
      participate in the profits of the Corporation from the beginning of the
      fiscal year in which they were issued and will only be executed insofar
      as the owners of stock options, which were issued within the scope of the
      stock option plan of the Corporation based on the authorization of April
      27, 2000, make use of their rights to purchase shares.


(10)  The share capital is conditionally increased by up to EUR 38,400,000.00
      through the issue of up to 15,000,000 new no-par value shares. The
      conditional capital increase shall be used to grant rights to the holders
      of bonds with warrants and/or convertible bonds issued by SGL CARBON
      Aktiengesellschaft or its wholly owned direct or indirect subsidiaries up
      to April 29, 2009 on the basis of the resolution by the Annual General
      Meeting on April 30, 2004. New shares shall be issued at the conversion
      price or warrant exercise price to be established in each case.


      The conditional capital increase shall only be performed to the extent
      that holders of bonds with warrants exercise their warrants or that
      holders of convertible bonds exercise their conversion rights, or holders
      who are subject to a conversion obligation fulfill their conversion
      obligation, and to the extent that the Company does not issue own shares
      instead of new shares or does not satisfy the subscription rights via a
      cash payment. The new shares carry dividend rights from the beginning of
      the fiscal year in which they are created as a result of the exercise of
      conversion rights or warrants or through the fulfillment of conversion
      obligations. The Executive Committee is authorized, with the consent of
      the Supervisory Board, to determine the further details of the
      implementation of a conditional capital increase.



                                    ARTICLE 4

                                   FISCAL YEAR


      The fiscal year is the calendar year.



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SatzungAG-EnglischMarz2005                                                 5/15

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                                   SECTION II


                                     BY LAWS


                             A. THE EXECUTIVE BOARD



                                    ARTICLE 5

                         COMPOSITION, RULES OF PROCEDURE


(1)   The Executive Board shall consist of several members, the number of which
      shall be determined by the Supervisory Board.

(2)   The Supervisory Board may appoint a member of the Executive Board as
      Chairman of the Executive Board.

(3)   Resolutions of the Executive Board are passed by a simple majority vote
      unless a greater majority is required by law. In the event of a tie in
      votes for resolutions which are to be passed by a simple majority, the
      Chairman has the casting vote if the Executive Board consists of more
      than two persons.



                                    ARTICLE 6

                           AUTHORIZED REPRESENTATIVES


(1)   The Corporation is legally represented by two members of the Executive
      Board or by one member of the Executive Board together with an authorized
      signatory ("Prokurist"). Otherwise, the Corporation is represented by
      authorized signatories or by other authorized persons as determined by
      the Executive Board.

(2)   No authorized signatory shall have sole power of representation.


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SatzungAG-EnglischMarz2005                                                 6/15

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                            B. THE SUPERVISORY BOARD



                                    ARTICLE 7

                     COMPOSITION, ELECTIONS, TERM OF OFFICE


(1)   The Supervisory Board consists of twelve members. Six of the members
      shall be elected by the annual stockholders' meeting and six members by
      the employees in accordance with the provisions of the Codetermination
      Law (Gesetz uber die Mitbestimmung).

(2)   The members are elected for the period through the conclusion of the
      stockholders' meeting which is to decide on their discharge for the
      fourth fiscal year after election, not counting the fiscal year in which
      the election takes place.

(3)   Departing members are eligible for re-election.

(4)   A member of the Supervisory Board may resign from office on submission of
      a written declaration to the Chairman of the Supervisory Board or to the
      Executive Board giving notice of four weeks. Resignation without notice
      is permitted in case of good cause.

(5)   The annual stockholders' meeting may nominate substitute members to
      replace the ordinary members of the Supervisory Board who leave office
      prematurely, and such substitute members will become members of the
      Supervisory Board when elected by the stockholders' meeting. The term of
      office of a substitute member expires at the end of the annual
      stockholders' meeting following his entering into office; if no successor
      is elected at the next annual stockholders' meeting, the term of office
      shall continue until the end of the term of office of the ordinary member
      who departed prematurely from the Supervisory Board. Successors of
      ordinary members shall be elected for the remaining term of office of the
      retired member.



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SatzungAG-EnglischMarz2005                                                 7/15

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                                    ARTICLE 8

                                  CHAIRMANSHIP


(1)   Following the annual stockholders' meeting in which the members of the
      Supervisory Board have been elected, a meeting of the Supervisory Board
      is held for which no special invitation is required. Pursuant to the
      provisions of the Codetermination Law, the Supervisory Board shall at
      this meeting elect a Chairman and a Deputy Chairman for the duration of
      its term of office.

(2)   In order to carry out the tasks defined in Art. 31, par. 3 of the
      Codetermination Law, the Supervisory Board shall subsequently form a
      committee composed of the Chairman, his deputy and two other members, one
      of whom is elected by the members of the Supervisory Board representing
      the employees and the other one by the members of the Supervisory Board
      representing the stockholders. These representatives are elected by a
      majority vote.

(3)   If the Chairman or his deputy departs prematurely from office, the
      Supervisory Board shall immediately elect a successor.



                                    ARTICLE 9

                       CALLING OF MEETINGS, QUORUM, VOTING


(1)   The Supervisory Board draws up its own rules of procedure. The following
      provisions apply to the calling of meetings, quorum and the conduct of
      business. The Supervisory Board may determine additional rules of
      procedure.

(2)   The members of the Executive Board shall attend the meetings of the
      Supervisory Board unless the Supervisory Board or its Chairman should
      decide otherwise in individual cases.

(3)   Meetings of the Supervisory Board are convened by the Chairman or in his
      absence by his deputy by giving 14 days prior notice. In urgent cases the
      period of notice may be reduced. The notice of the meeting shall contain
      the individual items of the agenda. Provided that all members of the
      Supervisory Board have been invited, a quorum shall be present if at
      least six members participate in the passing of the resolutions.


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SatzungAG-EnglischMarz2005                                                 8/15

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(4)   Unless other majorities are required by law, resolutions are passed by a
      simple majority of the votes cast. The Chairman determines the order of
      business as well as the method of voting. If there is a tie in votes, he
      decides whether the vote should be held again. If he considers it
      necessary, he is authorized to interrupt the meeting for a period of no
      longer than one week.

(5)   Resolutions should only be passed on such items of the agenda which are
      stated in the meeting notice. If due notice has not been given of an item
      on the agenda, a resolution thereon is subject to approval by all members
      of the Supervisory Board. Absent members of the Supervisory Board will be
      given the opportunity to object to the passing of the resolution within a
      reasonable period of time to be determined by the Chairman; the
      resolution shall take effect only after the members of the Supervisory
      Board not having attended the meeting have not raised objection within
      such period.

(6)   Members of the Supervisory Board who do not attend a meeting may
      participate in the passing of resolutions by the Supervisory Board and
      its committees by authorizing other members of the Supervisory Board to
      present their written votes at the meeting.

(7)   The Chairman may arrange for a resolution of the Supervisory Board to be
      passed by securing written, telegraphic or telephonic votes of the
      members, provided no other member objects to this procedure within a
      reasonable period as determined by the Chairman.

(8)   In addition to the committee mentioned in Art. 8, Par. (2), the
      Supervisory Board may form other committees from among its members and -
      so far as legally permissible - delegate decision-making powers to them.

(9)   Declarations of intent by the Supervisory Board shall be made by the
      Chairman in the name of the Supervisory Board or, in his absence, by his
      deputy.



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SatzungAG-EnglischMarz2005                                                 9/15

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                                   ARTICLE 10

                               SPECIAL COMPETENCE


(1)   The Executive Board requires the approval of the Supervisory Board for
      the following actions, if such actions go beyond the ordinary course of
      business and are of significant economic importance to the Corporation:

      a)    acquisition, disposal or encumbrance of real estate, rights
            equivalent to real property and rights to real estate;

      b)    commencement of new or discontinuance of existing lines of
            production or business;

      c)    issuing of debt and long-term borrowing;

      d)    acceptance of guarantees, sureties and similar liabilities;

      e)    granting loans and other credits;

      f)    opening and closing branch offices;

      g)    purchasing or disposing of interests in other companies.

(2)   Insofar as the Executive Board requires the consent of the Supervisory
      Board, such consent may, as far as legally permissible, be given in the
      form of a general authorization covering specified types of transactions.

(3)   The Supervisory Board is authorized to make amendments to the articles of
      incorporation that only affect their drafting.



                                   ARTICLE 11

                      COMPENSATION OF THE SUPERVISORY BOARD


(1)   Each Supervisory Board member will receive a fixed remuneration of EUR
      20,000.00, payable after the end of the fiscal year, in addition to the
      payment of their expenses.

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SatzungAG-EnglischMarz2005                                                10/15

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(2)   The Chairman of the Supervisory Board will receive twice the above
      figure, while the Deputy Chairman will receive one and a half times that
      rate. Each member of a Supervisory Board committee will receive EUR
      2,000.00 for each committee meeting he or she attends.


                            C. STOCKHOLDERS' MEETINGS



                                   ARTICLE 12

                                    LOCATION


The stockholders' meeting shall be held at the seat of the Corporation or in
cities of the Federal Republic of Germany with a stock exchange or with a
population exceeding 200,000.



                                   ARTICLE 13

                      CALLING A MEETING OF THE STOCKHOLDERS


The stockholders' meeting shall be called pursuant to Art. 14 (1) at least one
month prior to the deadline of depositing the shares, not counting the day on
which the meeting is called nor the day of the depositing deadline.



                                   ARTICLE 14

                            RIGHT TO ATTEND MEETINGS


(1)   Only such shareholders are entitled to attend and vote at stockholders'
      meetings who have deposited their shares during normal business hours
      either at one of the offices designated in the notice of the meeting, or
      with a German notary public, or with a deposit bank for securities, and
      leave them there until the termination of the stockholders' meeting.



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SatzungAG-EnglischMarz2005                                                11/15

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      Such deposit shall also be deemed effected with one of the said offices
      if shares are blocked in favor of, and with the approval of, such
      office with a bank until the termination of the stockholders' meeting.
      The deposit shall be effected no later than at the end of the seventh
      day prior to the stockholders' meeting.

(2)   If the deposit is made with a notary public, the notary shall deliver his
      certificate, stating the numbers of the shares deposited, to one of the
      offices designated in the notice no later than one day after expiration
      of the deadline.

(3)   Shareholders depositing their shares or delivering a certificate of
      deposit in accordance with Subparagraph 2 above will be given a receipt
      in their name showing the number of the deposited shares, which also
      shall serve as admission ticket to the stockholders' meeting for the
      person named on it or for his duly appointed proxy.



                                   ARTICLE 15

                     CHAIRMAN OF THE STOCKHOLDERS' MEETINGS


(1)   Meetings of the annual stockholders' meeting are chaired by the Chairman
      of the Supervisory Board, the additional member of the committee listed
      in Art. 8 Par. (2) who is elected to the Supervisory Board by the
      stockholders' meeting, or a member of the Supervisory Board or Executive
      Board elected by the Supervisory Board for this purpose. If no member of
      the Supervisory Board or of the Executive Board chairs the meeting, the
      Chairman shall be elected at the stockholders' meeting.

(2)   The Chairman of the meeting may alter the order of items on the agenda.
      He shall determine the manner, form and order of voting on the
      resolutions.

   (2)The Chairman of the General Meeting can allow the General Meeting to be
      recorded and broadcast using electronic media to the extent that this is
      permitted by law.




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SatzungAG-EnglischMarz2005                                                12/15

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                                   ARTICLE 16

                      ADOPTION OF RESOLUTIONS AND ELECTIONS


(1)   Each share shall grant the right to one vote at the stockholders'
      meeting.


(2)   Voting rights can be exercised by representatives with power of attorney.
      If neither a credit institution nor a shareholders' association is
      appointed to be the shareholder's authorized representative, the power of
      attorney must be issued in writing or by electronic or other means to be
      determined more specifically by the Company. The details of the procedure
      for issuing powers of attorney by electronic or other means will be
      announced to the shareholders when the General Meeting is convened.

(3)   Unless otherwise required by law, all resolutions of the stockholders'
      meeting are adopted by a simple majority of votes and, if a capital
      majority is required, by a simple majority of the capital stock at the
      time of the meeting.

(4)   Amendments to the articles of incorporation which only affect their
      wording may be made by the Supervisory Board.




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SatzungAG-EnglischMarz2005                                                13/15

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                                   SECTION III



      ANNUAL STATEMENT OF ACCOUNTS, ANNUAL STOCKHOLDERS' MEETING, NOTICES



                                   ARTICLE 17

                          ANNUAL STATEMENT OF ACCOUNTS


(1)   Within the first three months of each fiscal year, the Executive Board
      shall prepare the annual financial statements and the management report
      as well as the consolidated financial statements and the Group management
      report for the previous fiscal year and submit them to the auditor. The
      Executive Board shall present these documents to the Supervisory Board
      immediately after preparation together with the proposal for the
      appropriation of retained earnings that it intends to make to the Annual
      General Meeting.

(2)   The annual financial statements and the management reports for the
      Company and the Group, the report of the Supervisory Board and the
      proposal for the appropriation of retained earnings by the Executive
      Board shall be made available for inspection by the stockholders at the
      Company's offices from the date of convening the Annual General Meeting.


                                   ARTICLE 18

                          ANNUAL STOCKHOLDERS' MEETING


(1)   The annual stockholders' meeting shall take place within the first eight
      months of every fiscal year.

(2)   The annual stockholders' meeting shall resolve in particular the
      disposition of the net earnings of the year, elect the auditor, discharge
      the Executive Board and the Supervisory Board, elect the members of the
      Supervisory Board and, where required by law, approve the annual
      statement of accounts.


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SatzungAG-EnglischMarz2005                                                14/15

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                                   ARTICLE 19

                           DISPOSITION OF NET EARNINGS


The net earnings of the year as listed in the annual statement of accounts are
calculated after charging depreciation, value adjustments and amounts set aside
by the Executive Committee and the Supervisory Board for provisions and
reserves, shall be distributed to the stockholders except to the extent that the
annual stockholders meeting shall resolve to use it in another manner.



                                   ARTICLE 20

                             PUBLICATION OF NOTICES



 The Company's notices are published in the electronic version of the German
Federal Gazette.

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SatzungAG-EnglischMarz2005                                                15/15

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