Clariant and SABIC enter Governance agreement defining the long-term strategic relationship

17 Sep 2018

Agreement underlines long-term commitment of SABIC as strategic anchor shareholder creating value for all stakeholders
Extraordinary General Meeting scheduled for 16 October 2018 to decide on expansion of Clariant Board of Directors to 12 members; four Board members to be nominated by SABIC
Current Clariant CEO Hariolf Kottmann proposed as new Chairman of the Board
Ernesto Occhiello appointed new CEO effective as of 16 October 2018
Clariant to continue as an independent listed company headquartered in Switzerland under Swiss corporate governance

Muttenz, September 18, 2018 – Clariant and SABIC, two world leaders in chemicals, today jointly announced the signing of a Governance Agreement that determines the principles of Clariant’s future governance, defines SABIC’s position as a strategic anchor shareholder and confirms Clariant’s independence as a publicly-listed company under Swiss corporate governance.

SABIC recently completed the purchase of a 24.99 % stake in Clariant.

At the Extraordinary General Meeting scheduled for 16 October 2018, it will be proposed to expand the Clariant Board of Directors to 12 members of which four Board members to be nominated by SABIC. Furthermore, it will be proposed that Hariolf Kottmann will become the new Chairman of the Board, succeeding Rudolf Wehrli. Hariolf Kottmann will resign from his position as Clariant CEO on 16 October 2018. SABIC’s current Specialties Executive Vice President Ernesto Occhiello has been appointed as new CEO of Clariant, effective as of 16 October 2018.

SABIC CEO Yousef Al-Benyan: “Clariant is a strong company with an impressive track record which will continue on its successful path with Hariolf Kottmann as the new Chairman. Specialty chemicals are an important building block for SABIC’s strategy. We see ourselves as a responsible long-term oriented strategic shareholder, and the Governance agreement underlines our commitment to create value for all stakeholders.”

“The nomination of Hariolf Kottmann as Chairman of the Board provides continuity and stability to the company. His experience and vision will ensure further execution of the long-term strategy to become a top tier player in the industry. The combination of our Additives and high value Masterbatches business with parts of SABIC’s Specialties business accelerates this process. Therefore I support Hariolf Kottmann to take over the role of Chairman of the Board”, said Konstantin Winterstein, Member of the Board of Directors.

Hariolf Kottmann: “With the addition of SABIC as a shareholder, Clariant now has two strong independent anchor shareholders with significant experience in the chemical industry. This will allow Clariant to accelerate its strategic path of growth in the specialty chemicals industry. Together with Ernesto Occhiello, the Board looks forward to writing the next chapter in Clariant’s success story.”

The two senior leaders will ensure continuity and further sustainable growth of Clariant. With Ernesto Occhiello, Clariant will have an experienced business leader on board with an extensive background in specialty chemicals as well as in R&D and innovation. Prior to SABIC, Ernesto Occhiello worked at The Dow Chemical Company, EniChem and Montedison. Ernesto Occhiello brings a proven track record in business transformation, growing SABIC’s multi-billion dollar specalities business unit into an organization offering unique technologies with profitability levels of more than double the competitive benchmark average. He also successfully redesigned the R&D organizations of top global chemical players, aligning them to business-driven efforts, while improving financial impact and innovation.

Hariolf Kottmann, as new Chairman of the Board, will continue to shape Clariant’s successful strategic development, based on his 10-year-experience as the company’s CEO and a 35-year track record in the industry.

Under the proposal to be submitted to the Extraordinary General Meeting, the Board of Directors shall be comprised of 12 members. Dr. Rudolf Wehrli, Chairman of the Clariant Board of Directors and Professor Dr. Peter Chen, Clariant Board of Directors member will resign their positions on 16 October 2018. As a significant, long-term oriented strategic anchor shareholder, SABIC will be entitled to nominate four representatives to Clariant’s Board of Directors, which will be voted on at the Extraordinary General Meeting. The new CEO will not be part of the Board of Directors.

The four proposed members for the Board of Directors are: Abdullah Mohammed Alissa, Calum MacLean, Geoffery Merszei and Dr. Khaled Hamza Nahas.

The changes in governance will not affect other elements of the governance structure of Clariant. The registered seat of Clariant shall continue to be in Muttenz, Switzerland, its headquarters and corporate center in Pratteln, Switzerland. Clariant shares will remain listed on the SIX Swiss Exchange.

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