UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
CELANESE CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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and identify the filing for which the offsetting fee was paid previously. Identify the
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CELANESE CORPORATION
1601 West Lyndon B. Johnson Freeway
Dallas, Texas 75234
Notice of Correction to the Proxy Statement for the
Annual Meeting of Shareholders to be held on April 26, 2007
This notice sets forth a correction to information contained in the Proxy Statement, dated
March 26, 2007 (the Proxy Statement), of Celanese Corporation (the Company) that was filed with
the Securities and Exchange Commission (the Commission) in connection with the solicitation of
proxies on behalf of the Companys Board of Directors to be voted at the Annual Meeting of
Shareholders of the Company. The Proxy Statement included an error on page 18 in listing the names
of the members of the Companys Audit Committee under the caption Report of the Audit Committee.
John K. Wulff was incorrectly listed as a member of the Audit Committee, and James E. Barlett was
incorrectly deleted as a member. This error is corrected in the information below.
Report of the Audit Committee
The Audit Committee of the Board of Directors assists the Board in fulfilling its oversight
responsibilities with respect to the external reporting process and the adequacy of the Companys
internal controls. Specific responsibilities of the committee are set forth in the revised Audit
Committee Charter adopted by the Board on November 2, 2006.
Company management is responsible for the Companys internal controls and the financial
reporting process. The independent registered public accounting firm KPMG is responsible for
performing an independent audit of the Companys consolidated financial statements and issuing an
opinion on the conformity of those audited financial statements with generally accepted accounting
principles in the United States. The committee monitors the Companys financial reporting process
and reports to the Board of Directors on its findings.
The committee reviewed and discussed with Company management and KPMG the audited financial
statements contained in the Companys Annual Report on Form 10-K for the year ended December 31,
2006. The committee also discussed with KPMG the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit Committees), as amended. The committee has
received from KPMG the written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and has discussed with KPMG its independence.
The committee has also considered whether the provision to the Company by KPMG of limited
non-audit services is compatible with maintaining the independence of KPMG. The committee has
satisfied itself as to the independence of KPMG.
Based on the committees review of the audited consolidated financial statements of the
Company, and on the committees discussion with Company management and with KPMG, the committee
recommended to the Board of Directors that the audited consolidated financial statements be
included in the Companys Annual Report on Form 10-K for the year ended December 31, 2006.
This report was submitted by the Audit Committee,
David F. Hoffmeister, Chairman
Martin G. McGuinn
James E. Barlett