THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Celanese Corporation (CE)

4/6/2006 Proxy Information

Blackstone has ownership interests in a broad range of companies (‘‘Portfolio Companies’’) and has affiliations with other companies (‘‘Affiliated Companies’’). We have entered into commercial transactions in the ordinary course of our business with these Portfolio Companies and Affiliated Companies, including the sale of goods and services and the purchase of goods and services. None of these transactions are material.

4/22/2005 Proxy Information

Historical Celanese

Except as described below, the Company has not entered into any material transactions in the last three years in which any shareholder or member of its management or supervisory boards, or any associate of any shareholder or member of its management or supervisory boards, has or had any interest. No shareholder or member of its management or supervisory boards, or associate of any shareholder or member of its management or supervisory boards, is or was during the last three years indebted to the Company. Dresdner Bank and its subsidiaries provided various financial and investment advisory services to the Company in 2003, for which they were paid reasonable and customary fees. Alfons Titzrath, who had been Chairman of the supervisory board of Dresdner Bank until May 2002, was a shareholder representative on the Company's supervisory board from 1999 until May 2004.

As part of the Company's cash management strategy, affiliates invest surplus funds with the Company. These balances were $100 million and $101 million at December 31, 2003 and 2002, respectively. As of December 31, 2004, short-term borrowings from affiliates were $128 million. Interest rates on these borrowings were adjusted on a short-term basis to reflect market conditions. The weighted average annual interest rates on these borrowings were 2.0%, 2.0%, and 3.6%, for the nine month period ended December 31, 2004, and years ended December 31, 2003 and 2002, respectively. The Company entered into an agreement with Goldman, Sachs & Co. oHG, an affiliate of Goldman, Sachs & Co., on December 15, 2003 (the "Goldman Sachs Engagement Letter"), pursuant to which Goldman Sachs acted as the Company's financial advisor in connection with the Blackstone tender offer (the "Tender Offer") in April 2004. Pursuant to the terms of the Goldman Sachs Engagement Letter, in March 2004 the Company paid Goldman Sachs a financial advisory fee equal to $13 million and a discretionary bonus equal to $5 million, upon consummation of the Tender Offer. In addition, the Company has agreed to reimburse Goldman Sachs for all its reasonable expenses and to indemnify Goldman Sachs and related persons for all direct damages arising in connection with the Goldman Sachs Engagement Letter. Kendrick R. Wilson, III, Vice Chairman—Investment Banking of Goldman Sachs, was a shareholder representative on Celanese AG's supervisory board from 1999 until May 2004.

New Arrangements

Shareholders' Agreement

On January 26, 2005, upon completion of the offering (the "Offering") described in the Registration Statement on Form S-1 (File No. 333-120187) (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended (the "Securities Act") and the related Registration Statement on Form S-1 (File No. 333-122180) filed by the Company pursuant to Rule 462(b) of the rules and regulations of the Securities and Exchange Commission under the Securities Act (together with the Registration Statement, the "Registration Statements"), the Second Amended and Restated Shareholders' Agreement dated January 18, 2005, by and among the Company, Blackstone Capital Partners (Cayman) Ltd. 1, Blackstone Capital Partners (Cayman) Ltd. 2, Blackstone Capital Partners (Cayman) Ltd. 3 and BA Capital Investors Sidecar Fund, LP (the "Shareholders' Agreement"), became effective. The Shareholders' Agreement provides that Blackstone Capital Partners (Cayman) Ltd. 1, Blackstone Capital Partners (Cayman) Ltd. 2 and Blackstone Capital Partners (Cayman) Ltd. 3 (collectively, the "Stockholders") are entitled to designate all nominees for election to the Board of Directors of the Company for so long as they hold at least 25% of the total voting power of the Company's capital stock. Thereafter, although the Stockholders will not have an explicit contractual right to do so, they may still nominate directors of the Company in their capacity as stockholders. The Shareholders' Agreement also provides that BA Capital Investors Sidecar Fund, LP ("BACI") has the right to designate one non-voting observer to the Board of Directors of the Company. Under the Shareholders' Agreement, BACI has agreed not to sell, dispose of or hedge any of the shares of the Company's Common Stock held by BACI for a period of six months after the completion of the Offering, except for transfers (i) to BACI affiliates or to the Stockholders, (ii) in connection with the right of another selling Stockholder to require BACI to concurrently transfer its shares or in connection with BACI's co-sale rights under the Shareholders' Agreement, or (iii) pursuant to the rights set forth in the Registration Rights Agreement described below. In addition, for a period of six months after the completion of the Offering, any transfers by BACI of the shares of the Company's Common Stock are subject to a right of first refusal of the other Stockholders, except for transfers (i) to BACI affiliates, (ii) in connection with the right of another selling Stockholder to require BACI to concurrently transfer its shares or in connection with BACI's co-sale rights under the agreement, or (iii) pursuant to the rights set forth in the Registration Rights Agreement. For a period of six months after the completion of the Offering, transfers by the Stockholders, other than BACI, of shares of the Company's Common Stock representing more than 5% of the outstanding shares, are subject to co-sale rights by BACI. In addition, transfers by the Stockholders of at least a majority of the Company's Common Stock give the selling Stockholder the right to require the other Stockholders to concurrently transfer their Common Stock of the Company. The Shareholders' Agreement provides that the Company will indemnify the Stockholders and their respective affiliates, directors, officers and representatives for losses relating to the Tender Offer and other related transactions.

Registration Rights Agreement

On January 26, 2005, upon completion of the Offering described in the Registration Statements, the Company, the Stockholders and BACI entered into the Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company may be required to register a sale of its shares held by the Stockholders and BACI (collectively, the "Original Stockholders"). Under the Registration Rights Agreement, the Original Stockholders have a right to request the Company to register the sale of shares of the Company's Common Stock held by them, including by making available shelf registration statements permitting sales of shares of the Company's Common Stock held by the Original Stockholders into the market from time to time over an extended period. In addition, the Original Stockholders have a right to include their shares in registered offerings initiated by the Company. In both cases, the maximum number of shares of the Company's Common Stock for which the Original Stockholders may request registration is limited by the number of shares of the Company's Common Stock that, in the opinion of the managing underwriter, can be sold without having a negative effect on the offering. Under the Registration Rights Agreement, the Company is obligated to indemnify the Stockholders, their respective affiliates, directors, officers and representatives, and each underwriter and their affiliates, for losses relating to any material misstatement or material omission of facts in connection with the registration of the Original Stockholders' shares of the Common Stock. As of April 15, 2005, the Original Stockholders owned 106,877,884 shares of the Company's Common Stock, all of which are entitled to the registration rights.

Sponsor Services Agreement

On April 6, 2004, the Company, Celanese Holdings LLC, an indirect wholly-owned subsidiary of the Company ("Holdco"), and Blackstone Management Partners IV LLC, an affiliate of the Stockholders (the "Advisor") entered into a monitoring fee agreement under which the Advisor agreed to provide certain structuring, advisory and management services to subsidiaries of the Company for a twelve-year period, unless earlier terminated as provided in the monitoring fee agreement. The annual monitoring fee under this monitoring fee agreement was equal to the greater of $5 million or 2% of the Company's EBITDA for the preceding fiscal year. Upon the occurrence of certain events, including an initial public offering of the Company's stock, the Advisor was entitled under the monitoring fee agreement to receive a lump sum payment equal to the then present value of all current and future monitoring fees payable under the monitoring fee agreement, assuming the agreement were to terminate upon the twelfth anniversary of the date of the Advisor's election to receive the lump sum payment.

In connection with the closing of the Tender Offer and the Original Financing (as defined in the Registration Statements), the Company paid aggregate transaction, advisory and other fees of approximately $65 million, including a monitoring fee in the amount of $10 million for services rendered in 2004. In January 2005, the Company made an additional payment of the monitoring fee to the Advisor in the amount of $10 million. The monitoring fee does not include, and the Advisor may receive additional compensation for providing, investment banking or other advisory services provided by the Advisor or any of its affiliates to us in connection with any specific acquisition, divestiture, refinancing, recapitalization or similar transaction by us. In the absence of a separate agreement regarding compensation for these types of additional services, the Advisor is entitled to receive upon consummation of (i) any such acquisition, disposition or recapitalization a fee equal to 1% of the aggregate enterprise value of the acquired, divested or recapitalized entity or, if such transaction is structured as an asset purchase or sale, 1% of the consideration paid for or received in respect of the assets acquired or disposed of, and (ii) any such refinancing, a fee equal to 1% of the aggregate value of the securities subject to such refinancing. In connection with our agreement to acquire Acetex Corporation, the Company agreed to pay an affiliate of the Advisor aggregate fees of $4 million for financial advisory services related to that transaction, in addition to reimbursement of out-of-pocket expenses. The Company paid $1 million of that fee in connection with the signing of the acquisition agreement, and the remainder will be payable upon consummation of the transaction. The Company also agreed to indemnify that affiliate, its affiliates, and their respective partners, members, officers, directors, employees and agents for losses relating to the engagement.

The transaction and monitoring fee agreement also provides for a right of first refusal to the Advisor to provide us with services as a financial advisor, consultant, investment banker or any similar advisor in connection with any merger, acquisition, disposition, recapitalization, issuance of securities, financing or any similar transaction.

In connection with certain events, including the Offering, the Advisor is entitled to receive a lump sum payment equal to the then present value of all current and future monitoring fees payable under the transaction and monitoring fee agreement, assuming the agreement were to terminate upon the twelfth anniversary of the date of the Advisor's election to receive the lump sum payment. Upon the payment of that lump sum amount, the Advisor would no longer be obligated to provide monitoring services and we would no longer be obligated to pay monitoring fees.

In connection with, and effective upon, the completion of the Offering, the Company amended and restated the transaction and monitoring fee agreement pursuant to which the Company, Holdco and the Advisor terminated the monitoring services provided by the Advisor and a subsidiary of the Company paid the Advisor a termination fee of $35 million. The amended and restated agreement, which is referred to as the "sponsor services agreement," provides the Advisor with a right of first refusal and entitlement to additional compensation for investment banking or other advisory services, as described above, and the Company's indemnification and reimbursement obligations described below, continue to be in effect.

Employees Shareholders Agreement

On January 26, 2005, the Company completed sales of 1,613,317 shares of its Common Stock, par value $0.0001 per share, to certain of its employees and some members of its board of directors at a price of $7.20 per share. In addition, effective as of January 20, 2005, the Company granted certain of its employees, members of its Board of Directors, and Blackstone Management Partners IV LLC options to purchase 11,252,972 shares of Common Stock. Certain of the options granted to employees vest over time, and the remainder vest upon the Company's achievement of certain performance targets. Approximately 15% of the total number of the Common Stock underlying options granted to employees were vested at the time they were granted. The options granted to members of our Board of Directors who are not employees and Blackstone Management Partners IV LLC vest over time. Approximately 25% of the total number of the shares of Common Stock underlying these option grants were vested at the time they were granted. The options have an exercise price of $16.00 per share. The sale of shares of Common Stock and the grant of options to purchase shares of Common Stock were made pursuant to the Company's 2004 Stock Incentive Plan in reliance on the exemption from registration provided by Section 701 of the Securities Act.

Of the total number of shares of Common Stock acquired by our executive officers at a discounted price of $7.20 per share pursuant to the 2004 Stock Incentive Plan, 459,729 shares were purchased by David Weidman, our President and Chief Executive Officer, 179,722 shares were purchased by Lyndon Cole, our Executive Vice President, 169,119 shares were purchased by Corliss Nelson, our Executive Vice President and Chief Financial Officer, and 148,007 shares were purchased by Andreas Pohlmann, our Executive Vice President and Chief Administrative Officer. Messrs. Weidman, Cole, Nelson and Pohlmann were also granted options to purchase 3,149,075 shares of Common Stock, 1,231,100 shares of Common Stock, 1,158,465 shares of Common Stock and 1,013,847 shares of Common Stock, respectively.

In connection with the sale of shares of Common Stock and the grant of options pursuant to the Company's 2004 Stock Incentive Plan, the Company and the Stockholders entered into an employee shareholders agreement with employees and directors who received shares of Common Stock and options. The employee shareholders agreement provides for certain transfer restrictions and registration rights with respect to the shares of Common Stock issued under the plan. Among other things, this agreement restricts the transfer by these shareholders of their shares of Common Stock, subject to certain exceptions (including the occurrence of a change in control relating to us and the termination of employment of a management shareholder (other than the named executive officers) under certain circumstances), for a period of two years following the expiration of the lock-up period relating to the IPO. The agreement also provides that, in connection with the transfer by shareholders who are affiliates of the Stockholders of at least 25% of their shares in a privately negotiated transaction, such transferring shareholders will have the right to drag along the management and director shareholders in such transaction, and the management and director shareholders will have the right to tag along in such transaction. The employees shareholders agreement granted our management and director shareholders "piggyback" registration rights exercisable in connection with registrations of our securities initiated by us or the Original Stockholders under the registration rights agreement, subject to the transfer restrictions described above. The above descriptions of the Shareholders' Agreement, the Registration Rights Agreement, the Sponsor Services Agreement, and the Employees Shareholders Agreement, as well as the transactions contemplated by those documents, are not complete and are qualified in their entirety by reference to the exhibits of these documents in the Form 8-K (File No. 001-32410) filed by the Company on January 28, 2005.

Mandatorily Redeemable Preferred Shares

In connection with the Original Financing, the Company issued $200 million aggregate preference of the mandatorily redeemable preferred shares to an affiliate of Banc of America Securities LLC. The mandatorily redeemable preferred shares were redeemed using a portion of the proceeds from the offering of the senior subordinated notes. Banc of America Securities LLC was also an initial purchaser of the senior subordinated notes and the senior discount notes and is an affiliate of a lender under the amended and restated senior secured credit facilities.

Relationships with Affiliates of our Sponsors

Blackstone has ownership interests in a broad range of companies ("Portfolio Companies") and has affiliations with other companies ("Affiliated Companies"). We have entered into commercial transactions in the ordinary course of our business with these Portfolio Companies and Affiliated Companies, including the sale of goods and services and the purchase of goods and services.

Blackstone Indemnification for Certain of Our Board Members

Those of our board members who are affiliated with Blackstone may also have indemnification agreements or protections from Blackstone relating to their service on our Board of Directors.