<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2000
CELANESE AG
(Exact name of registrant as specified in its charter)
CELANESE CORPORATION
(Translation of registrant's name into English)
D-65926 Frankfurt am Main, Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F
------ ------
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes No X
------- -------
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-________.
Page 1
<PAGE> 2
CELANESE AG
On March 23, 2000 Celanese AG, a stock corporation organized under
the laws of the Federal Republic of Germany, issued the Invitation to
the Annual General Meeting of Celanese AG, which Invitation is
attached as Exhibit 99.1 hereto and incorporated by reference herein.
Page 2
<PAGE> 3
EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
99.1 Invitation to the Annual General
Meeting of Celanese AG
</TABLE>
Page 3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CELANESE AG
(Registrant)
By: /s/ P. W. Premdas
----------------------
Name : Perry W. Premdas
Title: Member of the Management Board
(Chief Financial Officer)
Date: March 23, 2000
Page 4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
99.1 Invitation to the Annual General
Meeting of Celanese AG
</TABLE>
<PAGE> 1
EXHIBIT 99.1
CELANESE AG
FRANKFURT AM MAIN
INVITATION
TO THE ANNUAL GENERAL MEETING
OF CELANESE AG
Dear Shareholder,
We invite you to attend
THE ANNUAL GENERAL MEETING
of
CELANESE AG
ON WEDNESDAY, MAY 10, 2000, 10:00 A.M.
at Halle 1 of Rhein-Main-Hallen, Wiesbaden
<PAGE> 2
2
AGENDA
1. PRESENTATION OF THE APPROVED ANNUAL FINANCIAL STATEMENTS AND THE
MANAGEMENT REPORT OF CELANESE AG AS WELL AS THE CONSOLIDATED FINANCIAL
STATEMENTS AND THE GROUP MANAGEMENT REPORT FOR FISCAL 1999, TOGETHER
WITH THE REPORT OF THE SUPERVISORY BOARD.
2. USE OF UNAPPROPRIATED RETAINED EARNINGS FOR FISCAL 1999
The Board of Management and the Supervisory Board propose that the
unappropriated retained earnings in the amount of euro 49,654,951 be
used as follows:
Payment of a dividend of euro 0.11 per share, payable as of
May 11, 2000
euro 6,150,691
Transfer to retained earnings
euro 43,504,260
3. RATIFICATION OF THE ACTS OF THE BOARD OF MANAGEMENT
The Board of Management and the Supervisory Board propose that the acts
of the Board of Management be ratified.
4. RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD
The Board of Management and the Supervisory Board propose that the acts
of the Supervisory Board be ratified.
5. ELECTION TO THE SUPERVISORY BOARD
The term of office of the members of the Supervisory Board to be
elected by the shareholders will expire at the close of the Annual
General Meeting on May 10, 2000.
The Supervisory Board, consisting of twelve members pursuant to Article
8.1 of the Articles of Association, is composed pursuant to Article 96
section 1, Article 101 section 1 of the German Stock Corporation Act
(Aktiengesetz) in conjunction with Article 7 Section 1 No. 1 of the
German Codetermination Act (Mitbestimmungsgesetz) of 1976 of six
members to be elected by the shareholders and six members to be elected
by the employees. In electing their representatives, the shareholders
are not bound by nominations.
The Supervisory Board proposes that the following gentlemen be elected
as representatives of the shareholders for a term of office which shall
expire at the close of the Annual General Meeting at which a resolution
shall be passed on the ratification of the acts of the Supervisory
Board for fiscal 2004:
1. Dr. Guenter Metz, Bad Soden am Taunus, Germany, former deputy
chairman of the Board of Management of Hoechst AG;
Member of the Supervisory Board of Aventis S. A., Schenker AG,
Walter Bau AG, Zurich Agrippina AG
2. Khaled Saleh Buhamrah, Kuwait City, Kuwait, chairman and
managing director of Petrochemical Industries Co., Kuwait;
Member of the Board of Directors of Kuwait Petroleum
Corporation
<PAGE> 3
3
3. Alan R. Hirsig, Haverford, Pennsylvania, USA, former president
and chief executive officer of ARCO Chemical Company, USA;
Member of the Board of Directors of Hercules Inc., Checkpoint
Systems Inc. and Philadelphia Suburban Corporation
4. Dr. Joannes C. M. Hovers, Blaricum, Netherlands, former chief
executive officer of Oce N.V., Netherlands;
Member of the Supervisory Board of Ericsson Telecommunicatie
B. V., De Nederlandsche Bank N. V., Koninklijke Grolsch N. V.,
Mignoz en De Block N. V., Randstad Holding N. V.
5. Dr. Alfons Titzrath, Cologne, Germany, chairman of the
Supervisory Board of Dresdner Bank AG;
Member of the Supervisory Board of Allianz AG (Deputy
Chairman), Muenchener Rueckversicherungs-Gesellschaft AG, RWE
Aktiengesellschaft, VAW aluminium AG
6. Kendrick R. Wilson III, Katonah, New York, USA, managing
director of Goldman, Sachs & Co., USA;
Member of the Board of Directors of Bank United Corp.,
Anthracite Capital Corp. LLC and American Marine Holdings
Corp.
6. REMUNERATION FOR THE MEMBERS OF THE SUPERVISORY BOARD
The Board of Management and the Supervisory Board propose that the
following resolution be adopted:
a) From January 1, 2000 the members of the Supervisory Board
shall receive remuneration for the performance of their
services as follows:
aa) Every Supervisory Board member shall receive a fixed
remuneration of DM 60,000 per year. Of this, an
amount of DM 30,000 shall be paid in the form of
shares in the company to the extent that, on the due
date for the remuneration, the company has shares of
its own which it may use for this purpose; the
remaining remuneration shall be paid in cash. In the
case of payment by shares, the value of the shares
shall be determined according to the arithmetic mean
value of the closing price for the shares of the
company in Xetra trading (or a comparable successor
system) at the Frankfurt Stock Exchange on the last
twenty consecutive stock exchange trading days before
the general meeting which precedes the due date for
the remuneration.
bb) Every Supervisory Board member shall additionally
receive an attendance fee of DM 3,000 for every
Supervisory Board meeting and, for services as a
member of a Supervisory Board committee, an annual
fixed remuneration of DM 3,000 for simple committee
members and DM 6,000 for the chairman of a committee.
cc) In addition, every Supervisory Board member shall
annually receive stock appreciation rights in an
aggregate value equivalent to DM 40,000. The number
of stock appreciation rights shall be the equivalent
to the amount of DM 40,000, divided by the value of
each individual stock appreciation right, rounded up
to the next higher even number of stock appreciation
rights divisible, without remainder, by 50. The value
of the individual stock appreciation rights will be
determined by the following three credit institutions
on the basis of the arithmetic mean value of the
closing prices for the shares of the company in Xetra
trading (or a comparable
<PAGE> 4
4
successor system) at the Frankfurt Stock Exchange
on the last twenty consecutive stock exchange
trading days before October 1 of the year for which
the remuneration is paid in the form of stock
appreciation rights, using the Black-Scholes
formula: Deutsche Bank AG, Bayerische Hypo- und
Vereinsbank AG und J.P. Morgan & Co., Inc. Should
the aforementioned credit institutions arrive at
different values, the average of such values shall
be relevant.
The stock appreciation rights have the following
contents:
Payment claim
Each stock appreciation right represents the right to
a cash payment equal to the difference between the
arithmetic mean value of the closing price for the
shares of the company in Xetra trading (or a
comparable successor system) at the Frankfurt Stock
Exchange on the last twenty consecutive stock
exchange trading days before October 1 of the year
for which the remuneration is paid in the form of
stock appreciation rights and the opening price for
the shares of the company in Xetra trading (or a
comparable successor system) at the Frankfurt Stock
Exchange on the exercise date.
Vesting period, term and exercise period
The stock appreciation rights can be exercised for
the first time after the expiry of the vesting
period. The vesting period shall begin on October 1
of the year for which the remuneration is paid in the
form of stock appreciation rights, and shall end on
September 30 in the second year thereafter. The term
of the stock appreciation rights shall begin on
October 1 of the year for which the remuneration is
paid in the form of stock appreciation rights, and
shall end ten years thereafter. The exercise period
shall begin upon expiry of the vesting period and end
upon expiry of the term of the stock appreciation
rights. Stock appreciation rights can be exercised on
any stock exchange trading day in Frankfurt am Main
during the exercise period. However, the exercise of
the stock appreciation rights shall be excluded on
days excluded by the Supervisory Board in advance for
the purpose of avoiding the use of insider
information or for the protection of the company and
the
shareholders. If stock appreciation rights are not
exercised during the exercise period, or if they
cannot be exercised, they shall lapse without
compensation.
Performance goal
The stock appreciation rights may only be exercised
if the stock exchange price of the shares of the
company performs better, in the time between October
1 of the year for which the remuneration is paid in
the form of stock appreciation rights and the time of
the exercise of the stock appreciation rights, than
the median of the group of competitors defined below
(performance goal).
The group of competitors consists of the following
companies: The Dow Chemical Company, Midland,
Michigan, USA; Union Carbide Corporation, Danbury,
Connecticut, USA; DSM N.V., Heerlen, The Netherlands;
Eastman Chemical Company, Kingsport, Tennessee, USA;
Georgia Gulf Corporation, Atlanta, Georgia, USA;
Lyondell Chemical Corporation, Houston, Texas, USA;
Imperial Chemical Industries plc, London, Great
Britain; Methanex Corporation, Vancouver, Canada;
Rhodia SA, Courbevoie, France; Millenium Chemicals
Inc., Red Bank, New Jersey, USA. Should the merger
between The Dow Chemical Company and Union Carbide
Corporation be consummated, the company surviving
such merger shall be part of the group of
competitors.
<PAGE> 5
5
The performance of the stock exchange price of the
shares of the company shall be determined by
comparing (1.) the arithmetic mean value of the
closing prices of the shares of the company in Xetra
trading (or a comparable successor system) at the
Frankfurt Stock Exchange on the last twenty
consecutive trading days before October 1 of the year
for which the remuneration is paid in the form of
stock appreciation rights (hereinafter the "base
value") and (2.) the closing price of the shares of
Celanese AG in Xetra trading (or a comparable
successor system) at the Frankfurt Stock Exchange on
the last trading day preceding the exercise date.
Dividend payments, the value of statutory pre-emptive
rights, any stock split and other forms of
distribution of assets to the shareholders shall be
taken into account in accordance with
the methods used for the determination of the DAX
Performance Index. The percentage by which the
closing price of the share of the company referred to
above deviates from the base value, taking account of
the factors named above, shall constitute the
performance of the stock exchange price of the shares
of the company (hereinafter the "performance of the
stock exchange price of Celanese AG").
The performance goal is achieved if the performance
of the stock exchange price of Celanese AG is better
than the performance of the stock exchange price of
the median for the group of competitors in the same
period used to determine the performance of the stock
exchange price of the shares of Celanese AG. The
median is the stock exchange price of the share of
such member of the group of competitors which is in
the middle, compared to the performance of the stock
exchange price for all companies in the group of
competitors in ascending order. In the case of an
even number of companies, the arithmetic mean value
for the two companies in the middle shall be
relevant.
The starting point (initial amount) for determining
the value performance of the stock exchange prices
for the companies in the group of competitors is the
arithmetic mean value of the closing price of the
ordinary share at the relevant stock exchange on the
last twenty consecutive trading days before October 1
of the year for which the remuneration is paid in the
form of stock appreciation rights. The reference rate
(reference amount) for determining the value
performance of the stock exchange prices for the
companies in the group of competitors is the closing
price of the ordinary share of each company in the
group of competitors at the relevant stock exchange
on the last trading day before the exercise of the
stock appreciation rights. Should the merger between
The Dow Chemical Company and Union Carbide
Corporation be consummated, the stock exchange price
of the shares of the company surviving such merger
shall be compared as reference amount with the
initial amount for The Dow Chemical Company. The
relevant stock exchange for the companies in the
group of competitors domiciled in the USA is the
securities exchange in New York, USA, for Rhodia SA
the securities exchange in Paris, France, for
Imperial Chemical Industries plc the securities
exchange in London, Great Britain, for DSM N.V. the
securities exchange in Amsterdam, The Netherlands,
and for Methanex Corporation the securities
exchange in Toronto, Canada. The value performance
of the stock exchange price for the companies in
the group of competitors is the percentage by which
the reference amount deviates from the initial
amount in each case. Dividend payments, the value
of statutory pre-emptive rights, any stock split
and other forms of distribution of assets to the
shareholders shall be taken into account according
to the methods used to determine the DAX
Performance Index.
<PAGE> 6
6
Companies in the group of competitors whose shares
are no longer traded on the relevant securities
exchange at the time of the exercise of the stock
appreciation rights shall cease to belong to the
group of competitors.
Exercise
The stock appreciation rights may be exercised by
written (or telefax) statement to the company's
Corporate Human Resources department indicating the
number of stock appreciation rights exercised in each
case. The Supervisory Board shall fix the further
rules dealing only with the technical handling of the
exercise of the rights and with payment.
Non-transferability
The stock appreciation rights are non-transferable.
In the event of death, they shall pass over to the
heir(s), and shall lapse six months after the time of
death if they are not or could not be exercised by
that time. If a Supervisory Board member ceases to
belong to the Supervisory Board, the stock
appreciation rights granted to such member shall
remain unaffected therefrom.
dd) The remuneration pursuant to aa) and cc) shall be
increased to the double amount for the chairman and
to 1 1/2 times the amount for the deputy chairman,
likewise for the attendance fee. Supervisory Board
members who belong to the Supervisory Board only for
a part of the fiscal year shall receive a lower
amount of remuneration pro rata temporis.
ee) The remuneration pursuant to aa) and bb) shall be
payable on the fourth banking day after the Annual
General Meeting for the preceding fiscal year.
ff) The members of the Supervisory Board shall receive
reimbursement of the expenses incurred through the
performance of their functions, including any VAT on
their remuneration and the amount of expenses to be
reimbursed. Furthermore, the Supervisory Board
members shall obtain adequate insurance coverage.
b) For fiscal 1999, the Supervisory Board members whose term of
office expires at the close of the Annual General Meeting on
May 10, 2000, as well as the employee representatives in the
Supervisory Board shall receive a reduced remuneration
according to a) above in relation to the duration of their
term of office. However, with regard to the remuneration by
means of stock appreciation rights, when determining the
performance goal, the base value shall correspond to Euro
16.3705 and the relevant period for determining the initial
amount of the stock exchange prices for the companies in the
group of competitors shall consist of those twenty consecutive
trading days on the relevant securities exchanges starting on
October 25, 1999 (date of first listing of the shares of the
company). Each individual stock appreciation right shall have
a value corresponding to Euro 6.50.
7. AUTHORIZATION FOR SHARE BUY-BACK
The Supervisory Board and the Board of Management propose that the
following resolution be adopted:
a) The Board of Management is authorised to acquire, by November
9, 2001, shares of the company up to a maximum representing
10% of its current capital stock. If the acquisition is made
through the stock exchange, the consideration for the
acquisition of one share (without ancillary costs of
acquisition) must not exceed or fall short of the arithmetic
mean value of the closing price for the shares of the company
in the Xetra
<PAGE> 7
7
trading system (or a comparable successor system)
at the Frankfurt Stock Exchange on the last twenty consecutive
stock exchange trading days before the acquisition by more
than 10%. If the acquisition is based on a public tender offer
(or a public request to submit offers), or is made in some
other way pursuant to Article 53a of the German Stock
Corporation Act, the consideration per share (without
ancillary costs of acquisition) must not exceed or fall
short of the arithmetic mean value of the closing price for
the shares in the Xetra trading system (or a comparable
successor system) at the Frankfurt Stock Exchange on the
fifth to the twenty-fourth stock exchange trading day before
the publication of the offer or, in the case of an
acquisition in some other way, before the acquisition, by more
than 25%.
b) The authorization can be exercised in its entirety or in
several parts, but only in pursuance of the purposes named in
lit. c), d) and e) hereinafter. An acquisition is also
admissible in order to cover price risks relating to the Stock
Appreciation Rights issued by the company in 1999 and other
possible Stock Appreciation Programs (programs for
compensation elements linked to the performance of the share
price) for the following years, and relating to the issuance
of stock appreciation rights to members of the Supervisory
Board in accordance with item 6 lit. a) cc) of the Agenda by
way of a subsequent resale of the acquired shares.
c) The Board of Management is authorised to sell the own shares
acquired on the basis of this authorization in other ways than
through the stock exchange or through an offer to all
shareholders, provided the Supervisory Board consents and
provided the shares are sold for a price which is not
materially below the stock exchange price of the company's
shares at the time of the sale. The relevant stock exchange
price for the purposes of the above provision is the
arithmetic mean value of the closing price for the shares of
the company in Xetra trading (or a comparable successor
system) at the Frankfurt Stock Exchange on the last twenty
consecutive stock exchange trading days before the sale of the
shares.
d) The Board of Management is authorised to use the own shares
acquired on the basis of this authorization to pay the fixed
remuneration to Supervisory Board members in the amount of DM
60,000 for simple Supervisory Board members, DM 90,000 for the
deputy Supervisory Board chairman and DM 120,000 for the
Supervisory Board chairman, in each case up to half of the
amount with shares of the company. In this case, the value of
the shares which represent such remuneration shall be
determined in accordance with the arithmetic mean value of the
closing price for the shares of the company in Xetra trading
(or a comparable successor system) at the Frankfurt Stock
Exchange on the last twenty consecutive stock exchange
trading days before the general meeting which precedes the
due date for the remuneration.
e) The Board of Management is further authorised to offer the own
shares acquired on the basis of this authorization to
executives entitled under a stock option program (as described
in lit. h) below), and to transfer such shares to them. If
members of the Board of Management are among the persons
eligible under the stock option program, the Supervisory Board
is authorised to offer and transfer the shares pursuant to
this lit. e) in conjunction with lit. h).
f) The authorization under lit. c), d) and e) can be exercised
individually or collectively once or several times in whole or
in part.
g) The shareholders' subscription right regarding these own
shares is excluded to the extent that such shares are used in
accordance with the authorizations in lit. c), d) and e).
<PAGE> 8
8
h) The stock option program must comply with the following
provisions:
Eligible persons
Those persons eligible to receive stock options include - in
each case as of the time stock options are granted - the
members of the Board of Management of Celanese AG (Group 1),
employees in senior management positions (executives) of
Celanese AG pertaining to the Global Management Team or
assigned to contract levels 3 or 4 (Group 2), members of
management boards of subsidiaries in Germany and abroad (Group
3) and other senior executives of subsidiaries, insofar as
they pertain to the Global Management Team or are assigned to
contract levels 2 to 4 (Group 4) (collectively the "Eligible
Persons"). Stock options for up to two million shares in the
company may be granted to the Eligible Persons. Every stock
option entitles the Eligible Persons to purchase one share in
the company. The total volume of stock options shall be
allocated to the groups of Eligible Persons as follows: 18% to
Group 1; 6% to Group 2; 10% to Group 3 and 66% to Group 4.
Members of the Board of Management or senior executives of
Celanese AG who are also members of the management of
subsidiaries shall only be allocated stock options from the
volume provided for members of the Board of Management or
senior executives of Celanese AG.
Grant of stock options
The stock options will be granted at a point in time between
September 1 and December 31, 2000. The Supervisory Board is
authorised to grant stock options to members of the Board of
Management of Celanese AG. The responsibility of granting
stock options to all other Eligible Persons shall be with the
Board of Management.
Vesting period, term and exercise period
The stock options can be exercised for the first time after
the expiry of a vesting period. The vesting period shall begin
upon the granting of the stock options and end two years
thereafter. The term of the stock options shall begin when
they are granted and end ten years thereafter. The exercise
period shall begin upon expiry of the vesting period and end
upon expiry of the term of the stock options. The Supervisory
Board, for the members of the Board of Management, and the
Board of Management can fix dates or periods for the further
Eligible Persons at or during which stock options cannot be
exercised even in the exercise period. If stock options are
not exercised during the exercise period, or if they cannot
be exercised, they shall lapse without any consideration.
Exercise price
The exercise price is the arithmetic mean value of the closing
price for the shares of the company in Xetra trading (or a
comparable successor system) at the Frankfurt Stock Exchange
on the last twenty consecutive stock exchange trading days
preceding the granting of the stock options.
Performance goal
The stock options may only be exercised if the closing price
of the shares of the company performs better, in the time
between the granting of the stock options and the time of the
exercise of the stock options, than the median of the group of
competitors defined below (performance goal).
<PAGE> 9
9
The group of competitors consists of the following companies:
The Dow Chemical Company, Midland, Michigan, USA; Union
Carbide Corporation, Danbury, Connecticut, USA; DSM N.V.,
Heerlen, The Netherlands; Eastman Chemical Company, Kingsport,
Tennessee, USA; Georgia Gulf Corporation, Atlanta, Georgia,
USA; Lyondell Chemical Corporation, Houston, Texas, USA;
Imperial Chemical Industries plc, London, Great Britain;
Methanex Corporation, Vancouver, Canada; Rhodia SA,
Courbevoie, France; Millenium Chemicals Inc., Red Bank, New
Jersey, USA. Should the merger between The Dow Chemical
Company and Union Carbide Corporation be consummated, the
company surviving such merger shall be part of the group of
competitors.
The performance of the stock exchange price of the shares of
the company shall be determined by means of a comparison
between (1.) the exercise price and (2.) the closing price of
the shares of Celanese AG in Xetra trading (or a comparable
successor system) at the Frankfurt Stock Exchange on the last
stock exchange trading day preceding the exercise date.
Dividend payments, the value of statutory pre-emptive rights,
any stock split and other forms of distribution of assets to
the shareholders shall be taken into account in accordance
with the methods used for the determination of the DAX
Performance Index. The percentage by which the closing price
of the share of the Celanese AG referred to above deviates
from the exercise price, taking account of the factors named
above, shall constitute the performance of the stock
exchange price of the shares of the company (hereinafter the
"performance of the stock exchange price of Celanese AG").
The performance goal is achieved if the performance of the
stock exchange price of Celanese AG is better than the
performance of the value of the stock exchange price of the
median for the group of competitors in the same period used to
determine the performance of the stock exchange price of
Celanese AG.
The starting point (initial amount) for determining the value
performance of the stock exchange prices for the companies in
the group of competitors is the arithmetic mean value of the
closing price of the ordinary share at the relevant stock
exchange on the last twenty consecutive trading days before
the granting of the stock options. The reference rate
(reference amount) for determining the value performance of
the stock exchange prices for the companies in the group of
competitors is the closing price of the ordinary share of each
company in the group of competitors at the relevant stock
exchange on the last stock exchange trading day before the
exercise of the stock options. Should the merger between The
Dow Chemical Company and Union Carbide Corporation be
consummated, the stock exchange price of the shares of the
company surviving such merger shall be compared as reference
amount with the initial amount for The Dow Chemical Company.
The relevant stock exchange for the companies in the group of
competitors domiciled in the USA is the securities exchange in
New York, USA, for Rhodia SA the securities exchange in Paris,
France, for Imperial Chemical Industries plc the securities
exchange in London, Great Britain, for DSM N.V. the securities
exchange in Amsterdam, The Netherlands, and for Methanex
Corporation the securities exchange in Toronto, Canada. The
value performance of the stock exchange price for the
companies in the group of competitors is the percentage by
which the reference amount deviates from the initial amount in
each case. Dividend payments, the value of statutory
pre-emptive rights, any stock split and other forms of
distribution of assets to the shareholders shall be taken into
account according to the methods used to determine the DAX
Performance Index.
Companies in the group of competitors whose shares are no
longer traded on the relevant securities exchange at the time
of the exercise of the stock appreciation rights, shall cease
to belong to the group of competitors.
<PAGE> 10
10
Non-transferability/employment
The stock options are non-transferable. They may be exercised
only if the Eligible Person has an unterminated employment or
service contract with Celanese AG or a subsidiary of Celanese
AG. Special provisions can be made in the event of death,
retirement and other special cases of withdrawal, including
the sale or transfer of undertakings or businesses belonging
to the Celanese Group.
Further conditions for exercising the stock options
The details for granting the stock options and the further
conditions of the stock option plan will be fixed by the
Supervisory Board where members of the Board of Management of
Celanese AG are concerned, otherwise by the Board of
Management of Celanese AG which, to the extent required by
law, decides by agreement with the management of the
subsidiaries which pay the remuneration for the Eligible
Persons. These details include in particular the election of
individual Eligible Persons from the group of Eligible
Persons, the granting of stock options to individual Eligible
Persons, the implementation and proceedings for granting and
exercising the stock options and the issue of shares as well
as provisions on the treatment of stock options in special
cases. The exercise conditions can also provide for the
company to pay the monetary value in cash instead of delivery
of shares.
REPORT OF THE BOARD OF MANAGEMENT TO THE ANNUAL GENERAL MEETING
ON ITEM 7 OF THE AGENDA
Article 71 Section 1 Number 8 of the German Stock Corporation
Act ("AktG") gives stock corporations the opportunity to
acquire up to 10% of their capital stock if approved by the
shareholders. Item 7 contains the proposal to give such an
authorization limited to a period of eighteen months. This is
to enable the Board of Management to acquire up to 10% of the
capital stock of the company in the interests of the company
and its shareholders. The own shares acquired by the company
can be sold again through the stock exchange or through a
public offer to all shareholders. These possibilities of
selling such shares safeguard the shareholders' right to equal
treatment in the case of a resale of the shares.
Moreover, the company can also sell the acquired own shares
outside the stock exchange without a public offer to all
shareholders, provided the own shares are sold for a price
which is not materially below the stock exchange price at the
time of the sale. This authorization, which is tantamount to
an exclusion of subscription rights, is permitted under
Article 71 Section 1 Number 8 AktG by analogous application of
Article 186 Section 3 Sentence 4 AktG. This is intended in
particular to make it possible in the interest of the company
to offer its own shares to institutional investors in Germany
and abroad and to win new shareholder groups. The proposed
authorization is to put the company into a position where it
can quickly and flexibly react to favourable stock market
situations. The shareholders' financial interests and voting
rights are duly observed. The authorization to exclude
subscription rights on the basis of Article 186 Section 3
Sentence 4 AktG is limited in the case of a sale of own shares
to a maximum of 10% of the capital stock of the company. The
shareholders' interest in protection against watering down of
their shares is safeguarded by the provision allowing the
shares to be sold only for a price which is not materially
below the relevant stock exchange price. The sales price for
its own shares will be definitely fixed shortly before the
sale. In doing so, the Board of Management will endeavour,
taking account of the current market situation, to keep the
markdown from the stock exchange quotation as low as possible.
<PAGE> 11
11
The authorization will also enable Celanese AG to pay up to
one half of the fixed part of the remuneration for Supervisory
Board members by granting company shares. Although
shareholders' subscription rights are excluded, the
shareholders' financial interests and voting rights will be
duly protected in any case of shares being granted to
Supervisory Board members. The volume of the shares which can
be granted to Supervisory Board members is limited to half of
the amount of the fixed remuneration. Any watering down of the
shareholders' participation rights would be insignificant. The
issue of shares is an element of the remuneration for
Supervisory Board members which is internationally common, and
increasingly so in Germany. The granting of shares gives the
Supervisory Board an incentive to raise the long-term value of
the company and thus is in the interest of the company and its
shareholders.
Furthermore, the provisions in e) and h) give the company the
possibility to use its own shares to implement stock option
plans.
This authorization is based on the reference to Article 193
Section 2 Number 4 AktG, set forth in Article 71 Section 1
Number 8 AktG. All essential provisions governing the stock
option plan are set out in the proposed resolution. Therefore,
only the most important matters will be explained in the
following:
The granting of stock options to executives entitling them to
purchase company's stock under certain conditions is among the
internationally common methods of remuneration. It has also
become increasingly common in Germany in recent years. The
granting of stock options gives executives an incentive to
raise the value of the company through special efforts and
thereby to improve the stock exchange value of the company.
Moreover, a possibility is created to compete for
international managerial talent, as well as to attract and
retain qualified international managers in Germany and abroad.
In view of the pronounced globalisation of the business
activities of the Celanese Group, attracting and retaining
qualified managers is especially important to the company and
corresponds to the expectations of the capital market. Using
stock option plans enhances the interests of investors in
company's stock.
Because of the purpose of the stock option plan described
above, the shares acquired on the basis of the authorization
can, in the event of a sale, not be offered to the
shareholders, but only to persons whose responsibility or work
can make a major contribution to increasing the value of the
various undertakings belonging to the Celanese Group.
The stock options may be granted only at a point in time
between September 1 and December 31, 2000. The Supervisory
Board shall be solely responsible for granting stock options
to members of the company's Board of Management of the company.
For all other Eligible Persons, the Board of Management shall
be solely responsible.
The stock option rights can be exercised in principle only if,
at the time of the exercise of the right, the Eligible Person
has a service or employment contract with the company or its
subsidiaries which has not been terminated. This ensures that
only persons having contributed to achieving the performance
goal through their commitment and services can benefit from the
stock option plan.
The stock options may be exercised only after the expiry of a
vesting period of two years. This vesting period is the same
as the vesting period in a large number of undertakings; it is
also equivalent to the minimum period of two years stipulated
by the legislator in Article 193 Section 2 Number 4 AktG. The
Board of Management and the Supervisory Board will also
stipulate in advance time limitations for exercising the
option rights in view of the prohibition of insider trading,
as well as further restrictions which are in the interests of
the company and its shareholders.
<PAGE> 12
12
The exercise price is the stock exchange price directly prior
to the granting of the stock options. This creates a special
incentive in the interest of the shareholders to contribute to
the enhancement of the value of the company reflected in the
stock exchange price.
The stock options can be exercised only if the performance
goal is achieved. The performance goal is achieved if the
stock exchange price for the shares of the company performs
better than the median of the stock exchange price for the
most important competitors of the company whose shares are
quoted on the stock exchange. The median is the arithmetic
mean value of the stock exchange prices of the two companies
in the group of competitors which, compared to the value
performance of the stock exchange prices for all companies in
the group of competitors, are in the middle. If the number of
companies in the group of competitors falls for one of the
reasons named in the proposal for the resolution, the company
in the middle of the value performance of the stock exchange
prices shall be relevant, in the case of an even number of
companies the arithmetic mean value of the two companies in
the middle. In determining the performance of the stock
exchange prices for the company and for the undertakings in
the group of competitors, distribution of assets to
shareholders must be taken into account, in particular
dividend payments. This ensures that the entire value
appreciation, which consists of the performance of the stock
exchange prices and of such other factors, will be included in
the comparison.
The financial interests and voting rights of the shareholders
are duly preserved in the sale of the company's own shares to
third parties subject to the exclusion of the shareholders'
subscription rights. The authorization to use shares for the
purposes of the stock option plan is limited to a maximum of
approximately 3.6% of the subscribed capital of the company.
The Management Board will inform the next Annual General
Meeting on the use of the authorization.
8. FACILITATION OF THE EXERCISE OF VOTING RIGHTS
The draft bill of a law concerning registered shares and to facilitate
the exercise of voting rights ("NaStraG") of 15 November 1999 provides
for an amendment of the Stock Corporation Act (Aktiengesetz) whereby
the exercise of voting rights by shareholders at shareholders' meetings
will be facilitated. Under current law, a proxy for the purpose of
exercising the right to vote must be in writing. The NaStraG provides
for the written form to be required for proxy only if the Articles of
Association do not allow a simpler form. Anticipating the necessary
amendment of the Stock Corporation Act, this possibility shall be used
by the company.
The Board of Management and the Supervisory Board accordingly propose
that the following resolution be adopted:
a) The following shall be inserted after sentence 1 of Section 13
of the Articles of Association:
"If members of the Proxy Committee of the company are
authorised to exercise the right to vote, proxy can
also be granted by e-mail with a digital signature or
other technically customary proof of authenticity to
be determined by the Company. The e-mail address to
which the proxy is to be sent in this case, as well
as other details for the granting of proxy, shall be
announced together with the invitation to the Annual
General Meeting in the journals for the announcements
of the company."
<PAGE> 13
13
b) The Board of Management is instructed to apply for the
registration of the amendment of Article 13 of the Articles of
Association in the commercial register as soon as an amendment
of the Stock Corporation Act (Aktiengesetz) providing that the
Articles of Association can provide for a form of proxy to
exercise the voting right other than the written form becomes
effective.
9. ELECTION OF THE AUDITORS
The Supervisory Board proposes the election of KPMG Deutsche
Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftspruefungsgesellschaft, Frankfurt am Main, to serve as the
auditor for the annual financial statements and the consolidated
financial statements for fiscal 2000.
CONDITIONS FOR ATTENDING THE ANNUAL GENERAL MEETING AND EXERCISING THE
VOTING RIGHT
To attend the Annual General Meeting and to exercise the voting right either
personally or through third parties with written power of attorney, shareholders
are required under Article 13 of the Articles of Association to be listed in the
share register of the company on the day of the Annual General Meeting and to
have registered for attendance by Friday, May 5, 2000 with the company. Persons
entitled to attend receive an admission card. Voting rights may be exercised
through proxy, also through an association of shareholders.
Shareholders who are registered in the company's share register will receive by
mail the agenda of the shareholders' meeting of May 10, 2000, the annual
report and the registration and proxy forms.
Frankfurt am Main, March 2000
CELANESE AG
THE BOARD OF MANAGEMENT
This document constitutes a translation of the authentic German version which
can be requested from the company under the following address: Celanese AG,
Corporate Finance / Capital Markets / AGM, Building C 660, D-65926 Frankfurt am
Main.
<PAGE> 14
14
the Celanese AG referred to above deviates from the exercise
price, taking account of the factors named above, shall
constitute the performance of the stock exchange price of the
shares of the company (hereinafter the "performance of the
stock exchange price of Celanese AG").
The performance goal is achieved if the performance of the
stock exchange price of Celanese AG is better than the
performance of the value of the stock exchange price of the
median for the group of competitors in the same period used to
determine the performance of the stock exchange price of
Celanese AG.
The starting point (initial amount) for determining the value
performance of the stock exchange prices for the companies in
the group of competitors is the arithmetic mean value of the
closing price of the ordinary share at the relevant stock
exchange on the last twenty consecutive trading days before
the granting of the stock options. The reference rate
(reference amount) for determining the value performance of
the stock exchange prices for the companies in the group of
competitors is the closing price of the ordinary share of each
company in the group of competitors at the relevant stock
exchange on the last stock exchange trading day before the
exercise of the stock options. Should the merger between The
Dow Chemical Company and Union Carbide Corporation be
consummated, the stock exchange price of the shares of the
company surviving such merger shall be compared as reference
amount with the initial amount for The Dow Chemical Company.
The relevant stock exchange for the companies in the group of
competitors domiciled in the USA is the securities exchange in
New York, USA, for Rhodia SA the securities exchange in Paris,
France, for Imperial Chemical Industries plc the securities
exchange in London, Great Britain, for DSM N.V. the securities
exchange in Amsterdam, The Netherlands, and for Methanex
Corporation the securities exchange in Toronto, Canada. The
value performance of the stock exchange price for the
companies in the group of competitors is the percentage by
which the reference amount deviates from the initial amount in
each case. Dividend payments, the value of statutory
pre-emptive rights, any stock split and other forms of
distribution of assets to the shareholders shall be taken into
account according to the methods used to determine the DAX
Performance Index.
<PAGE> 15
15
Companies in the group of competitors whose shares are no
longer traded on the relevant securities exchange at the time
of the exercise of the stock appreciation rights, shall cease
to belong to the group of competitors.
Non-transferability/employment
The stock options are non-transferable. They may be exercised
only if the Eligible Person has an unterminated employment or
service contract with Celanese AG or a subsidiary of Celanese
AG. Special provisions can be made in the event of death,
retirement and other special cases of withdrawal, including
the sale or transfer of undertakings or businesses belonging
to the Celanese Group.
Further conditions for exercising the stock options
The details for granting the stock options and the further
conditions of the stock option plan will be fixed by the
Supervisory Board where members of the Board of Management of
Celanese AG are concerned, otherwise by the Board of
Management of Celanese AG which, to the extent required by
law, decides by agreement with the management of the
subsidiaries which pay the remuneration for the Eligible
Persons. These details include in particular the election of
individual Eligible Persons from the group of Eligible
Persons, the granting of stock options to individual Eligible
Persons, the implementation and proceedings for granting and
exercising the stock options and the issue of shares as well
as provisions on the treatment of stock options in special
cases. The exercise conditions can also provide for the
company to pay the monetary value in cash instead of delivery
of shares.
REPORT OF THE BOARD OF MANAGEMENT TO THE ANNUAL GENERAL
MEETING ON ITEM 7 OF THE AGENDA
Article 71 Section 1 Number 8 of the German Stock Corporation
Act ("AktG") gives stock corporations the opportunity to
acquire up to 10% of their capital stock if approved by the
shareholders. Item 7 contains the proposal to give such an
authorization limited to a period of eighteen months. This is
to enable the Board of Management to acquire up to 10% of the
capital stock of the company in the interests of the company
and its shareholders. The own shares acquired
<PAGE> 16
16
by the company can be sold again through the stock exchange or
through a public offer to all shareholders. These
possibilities of selling such shares safeguard the
shareholders' right to equal treatment in the case of a resale
of the shares.
Moreover, the company can also sell the acquired own shares
outside the stock exchange without a public offer to all
shareholders, provided the own shares are sold for a price
which is not materially below the stock exchange price at the
time of the sale. This authorization, which is tantamount to
an exclusion of subscription rights, is permitted under
Article 71 Section 1 Number 8 AktG by analogous application of
Article 186 Section 3 Sentence 4 AktG. This is intended in
particular to make it possible in the interest of the company
to offer its own shares to institutional investors in Germany
and abroad and to win new shareholder groups. The proposed
authorization is to put the company into a position where it
can quickly and flexibly react to favourable stock market
situations. The shareholders' financial interests and voting
rights are duly observed. The authorization to exclude
subscription rights on the basis of Article 186 Section 3
Sentence 4 AktG is limited in the case of a sale of own shares
to a maximum of 10% of the capital stock of the company. The
shareholders' interest in protection against watering down of
their shares is safeguarded by the provision allowing the
shares to be sold only for a price which is not materially
below the relevant stock exchange price. The sales price for
its own shares will be definitely fixed shortly before the
sale. In doing so, the Board of Management will endeavour,
taking account of the current market situation, to keep the
markdown from the stock exchange quotation as low as possible.
The authorization will also enable Celanese AG to pay up to
one half of the fixed part of the remuneration for Supervisory
Board members by granting company shares. Although
shareholders' subscription rights are excluded, the
shareholders' financial interests and voting rights will be
duly protected in any case of shares being granted to
Supervisory Board members. The volume of the shares which can
be granted to Supervisory Board members is limited to half of
the amount of the fixed remuneration. Any watering down of the
shareholders' participation rights would be insignificant. The
issue of shares is an element of the remuneration for
Supervisory Board members which is internationally common, and
increasingly so in Germany. The granting of shares gives the
Supervisory Board an incentive to raise the long-term value of
the company and thus is in the interest of the company and its
shareholders.
<PAGE> 17
17
Furthermore, the provisions in e) and h) give the company the
possibility to use its own shares to implement stock option
plans.
This authorization is based on the reference to Article 193
Section 2 Number 4 AktG, set forth in Article 71 Section 1
Number 8 AktG. All essential provisions governing the stock
option plan are set out in the proposed resolution. Therefore,
only the most important matters will be explained in the
following:
The granting of stock options to executives entitling them to
purchase company's stock under certain conditions is among the
internationally common methods of remuneration. It has also
become increasingly common in Germany in recent years. The
granting of stock options gives executives an incentive to
raise the value of the company through special efforts and
thereby to improve the stock exchange value of the company.
Moreover, a possibility is created to compete for
international managerial talent, as well as to attract and
retain qualified international managers in Germany and abroad.
In view of the pronounced globalisation of the business
activities of the Celanese Group, attracting and retaining
qualified managers is especially important to the company and
corresponds to the expectations of the capital market. Using
stock option plans enhances the interests of investors in
company's stock.
Because of the purpose of the stock option plan described
above, the shares acquired on the basis of the authorization
can, in the event of a sale, not be offered to the
shareholders, but only to persons whose responsibility or work
can make a major contribution to increasing the value of the
various undertakings belonging to the Celanese Group.
The stock options may be granted only at a point in time
between September 1 and December 31, 2000. The Supervisory
Board shall be solely responsible for granting stock options
to members of the company's Board of Management of the
company. For all other Eligible Persons, the Board of
Management shall be solely responsible.
The stock option rights can be exercised in principle only if,
at the time of the exercise of the right, the Eligible Person
has a service or employment contract with the company or its
subsidiaries which has not been terminated. This
<PAGE> 18
18
ensures that only persons having contributed to achieving the
performance goal through their commitment and services can
benefit from the stock option plan.
The stock options may be exercised only after the expiry of a
vesting period of two years. This vesting period is the same
as the vesting period in a large number of undertakings; it is
also equivalent to the minimum period of two years stipulated
by the legislator in Article 193 Section 2 Number 4 AktG. The
Board of Management and the Supervisory Board will also
stipulate in advance time limitations for exercising the
option rights in view of the prohibition of insider trading,
as well as further restrictions which are in the interests of
the company and its shareholders.
The exercise price is the stock exchange price directly prior
to the granting of the stock options. This creates a special
incentive in the interest of the shareholders to contribute to
the enhancement of the value of the company reflected in the
stock exchange price.
The stock options can be exercised only if the performance
goal is achieved. The performance goal is achieved if the
stock exchange price for the shares of the company performs
better than the median of the stock exchange price for the
most important competitors of the company whose shares are
quoted on the stock exchange. The median is the arithmetic
mean value of the stock exchange prices of the two companies
in the group of competitors which, compared to the value
performance of the stock exchange prices for all companies in
the group of competitors, are in the middle. If the number of
companies in the group of competitors falls for one of the
reasons named in the proposal for the resolution, the company
in the middle of the value performance of the stock exchange
prices shall be relevant, in the case of an even number of
companies the arithmetic mean value of the two companies in
the middle. In determining the performance of the stock
exchange prices for the company and for the undertakings in
the group of competitors, distribution of assets to
shareholders must be taken into account, in particular
dividend payments. This ensures that the entire value
appreciation, which consists of the performance of the stock
exchange prices and of such other factors, will be included in
the comparison.
The financial interests and voting rights of the shareholders
are duly preserved in the sale of the company's own shares to
third parties subject to the exclusion of the shareholders'
subscription rights. The authorization to use shares for the
<PAGE> 19
19
purposes of the stock option plan is limited to a maximum of
approximately 3.6% of the subscribed capital of the company.
The Management Board will inform the next Annual General
Meeting on the use of the authorization.
8. FACILITATION OF THE EXERCISE OF VOTING RIGHTS
The draft bill of a law concerning registered shares and to facilitate
the exercise of voting rights ("NaStraG") of 15 November 1999 provides
for an amendment of the Stock Corporation Act (Aktiengesetz) whereby
the exercise of voting rights by shareholders at shareholders' meetings
will be facilitated. Under current law, a proxy for the purpose of
exercising the right to vote must be in writing. The NaStraG provides
for the written form to be required for proxy only if the Articles of
Association do not allow a simpler form. Anticipating the necessary
amendment of the Stock Corporation Act, this possibility shall be used
by the company.
The Board of Management and the Supervisory Board accordingly propose
that the following resolution be adopted:
a) The following shall be inserted after sentence 1 of Section 13
of the Articles of Association:
"If members of the Proxy Committee of the company are
authorised to exercise the right to vote, proxy can
also be granted by e-mail with a digital signature or
other technically customary proof of authenticity to
be determined by the Company. The e-mail address to
which the proxy is to be sent in this case, as well
as other details for the granting of proxy, shall be
announced together with the invitation to the Annual
General Meeting in the journals for the announcements
of the company."
b) The Board of Management is instructed to apply for the
registration of the amendment of Article 13 of the Articles of
Association in the commercial register as soon as an amendment
of the Stock Corporation Act (Aktiengesetz) providing that the
Articles of Association can provide for a form of proxy to
exercise the voting right other than the written form becomes
effective.
<PAGE> 20
20
9. ELECTION OF THE AUDITORS
The Supervisory Board proposes the election of KPMG Deutsche
Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftspruefungsgesellschaft, Frankfurt am Main, to serve as the
auditor for the annual financial statements and the consolidated
financial statements for fiscal 2000.
CONDITIONS FOR ATTENDING THE ANNUAL GENERAL MEETING AND EXERCISING THE VOTING
RIGHT
To attend the Annual General Meeting and to exercise the voting right either
personally or through third parties with written power of attorney, shareholders
are required under Article 13 of the Articles of Association to be listed in the
share register of the company on the day of the Annual General Meeting and to
have registered for attendance by Friday, May 5, 2000 with the company. Persons
entitled to attend receive an admission card. Voting rights may be exercised
through proxy, also through an association of shareholders.
Frankfurt am Main, March 2000
CELANESE AG
THE BOARD OF MANAGEMENT
This document constitutes a translation of the authentic German version which
can be requested from the company under the following address: Celanese AG,
Corporate Finance / Capital Markets / AGM, Building C 660, D-65926 Frankfurt am
Main.
