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 February 9, 2016 - 4:15 PM EST
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Celanese Corporation Proactively Undertakes Governance Initiatives – Adopts Proxy Access By-Law Amendments and Initiates Process to Transition to an Annually Elected Board of Directors

Celanese Corporation (NYSE:CE), a global technology and specialty materials company, today announced that its Board of Directors proactively adopted amendments to the company’s by-laws to, among other things, enable eligible stockholders to include qualifying director nominees in the company’s proxy materials for its annual meeting of stockholders. Under the amendments, effective February 8, 2016, a stockholder, or a group of up to 20 stockholders, owning at least three percent of the company's outstanding common stock continuously for at least three years may submit director nominees for up to the greater of two directors or 20 percent of the board, subject to the terms and conditions specified in the by-laws. The company will file with the Securities and Exchange Commission a copy of its amended and restated by-laws on Form 8-K.

Separately, the company also today announced that it intends to include a proposal to proactively transition to an annually elected board in its next proxy statement. The proposal, which was approved by the company’s board, is subject to stockholder approval at the 2016 annual meeting. Currently, the board is divided into three classes, each of which is elected for a three-year term. If the proposal is approved by the company’s stockholders, the board will transition to annual elections via a phase-in approach beginning with the company’s 2017 annual meeting. The full text of the proposal will be included in the company’s proxy statement to be filed with the Securities and Exchange Commission in March 2016.

“Celanese is committed to effective corporate governance,” said Mark Rohr, Celanese chairman and chief executive officer. “Both management and the Board regularly evaluate and consider matters relating to our corporate governance profile. Based on our ongoing assessment of governance best practices and discussions with our stockholders, we have determined that it is in our stockholder’s best interest to proactively undertake these governance initiatives. We will continue to monitor, and assess the value of, corporate governance developments.”

About Celanese

Celanese Corporation is a global technology leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. Our two complementary business cores, Acetyl Chain and Materials Solutions, use the full breadth of Celanese’s global chemistry, technology and business expertise to create value for our customers and the corporation. As we partner with our customers to solve their most critical business needs, we strive to make a positive impact on our communities and the world through The Celanese Foundation. Based in Dallas, Celanese employs approximately 7,000 employees worldwide and had 2015 net sales of $5.7 billion. For more information about Celanese and our product offerings, visit or our blog at

All registered trademarks are owned by Celanese International Corporation or its affiliates.

Forward-Looking Statements

This release may contain "forward-looking statements," which include information concerning the company's plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cycles, particularly in the automotive, electrical, textiles, electronics and construction industries; changes in the price and availability of raw materials, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources; the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases; the ability to maintain plant utilization rates and to implement planned capacity additions and expansions; the ability to reduce or maintain their current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; market acceptance of our technology; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the company; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, cyber security incidents, terrorism or political unrest or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war or terrorist incidents or as a result of weather or natural disasters; potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change; potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate; changes in currency exchange rates and interest rates; our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; and various other factors discussed from time to time in the company's filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Celanese Corporation
Investor Relations:
Chuck Kyrish, +1 972-443-4574
Media Relations - Global:
Travis Jacobsen, +1 972-443-3750

Source: Business Wire (February 9, 2016 - 4:15 PM EST)

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