6-K 1 a2158186z6-k.txt FORM 6-K FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF A FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES ACT OF 1934 For the month of May 2005 --------------------------------------------------------------- Acetex Corporation -------------------------------------------------------------------------------- (Translation of registrant's name into English) 750 World Trade Centre, 999 Canada Place, Vancouver, British Columbia, Canada V6C 3E1 -------------------------------------------------------------------------------- (Translation 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 Form 40-F /X/ ----------- ----------- [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-______________] This Form 6-K consists of a notice of meeting, proxy and proxy circular in respect of Annual ACETEX CORPORATION NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that the Annual General Meeting of Shareholders of Acetex Corporation (the "Corporation") will be held at The Pan Pacific Hotel, 999 Canada Place, Vancouver, British Columbia, on Wednesday, the 8th day of June, 2005 at 10:00 a.m. for the following purposes: 1. to receive the financial statements of the Corporation for the year ended December 31, 2004 together with the report of the auditors thereon; 2. to elect directors; 3. to appoint auditors; 4. to transact such other business as may properly come before the meeting or any adjournment thereof. Shareholders who are unable to attend the meeting in person are requested to date and sign the enclosed form of proxy and to return it in the envelope provided for that purpose. DATED at Calgary, Alberta May 5, 2005. BY ORDER OF THE BOARD (Signed) ---------------------------------------- David W. Ross Secretary ACETEX CORPORATION FORM OF PROXY PROXY SOLICITED BY MANAGEMENT FOR THE 2005 ANNUAL GENERAL MEETING OF THE SHAREHOLDERS The undersigned shareholder of Acetex Corporation (the "Corporation") hereby appoints Brooke N. Wade, or failing him, Kenneth E. Vidalin, or failing him, David W. Ross or, instead of and to the exclusion of all of the foregoing, _____________________ as nominee, to attend, act and vote for the undersigned at the Annual General Meeting of shareholders of the Corporation, to be held on the 8th day of June, 2005 and at any adjournment thereof in the following manner: 1. For [ ] or withhold from voting [ ] the election of directors as described in the Management Proxy Circular. 2. For [ ] or withhold from voting [ ] in respect of the appointment of KPMG LLP, Chartered Accountants, as auditors of the Corporation. 3. Upon any amendment or variation which may properly be put before the meeting with respect to any matter identified in the notice of the meeting and on any other matter which may properly come before the meeting. The undersigned hereby revokes any proxies dated prior to the date hereof. DATED , 2005. ---------------------------------------- Signature of Shareholder ---------------------------------------- Print Name PLEASE NOTE: 1. A proxy must be signed by the shareholder or the shareholder's attorney authorized in writing. Please sign exactly as your shares are registered. If the shareholder is a corporation, the proxy must be executed under its corporate seal or by a duly authorized officer or attorney. 2. If the Form of Proxy is not dated in the blank space above, the proxy is deemed to bear the date on which it is mailed by the person making the solicitation. 3. You may appoint any person, who need not be a shareholder, as nominee, other than those persons specifically named above, to attend and act on your behalf at the meeting by inserting the name of such person in the blank space provided above or by completing another appropriate Form of Proxy. 4. Your shares will be voted in accordance with your instructions given above. If no instructions are given for a particular item, your shares will be voted for that item. 5. A proxy will not be acted upon unless it is completed as specified herein and received by Computershare Trust Company of Canada at 600, 530 - 8 Avenue S.W., Calgary, Alberta, T2P 3S8 or 100 University Avenue, 11th Floor, Toronto, Ontario, M5J 2Y1 at any time up to 5:00 p.m. (local time) on the last business day preceding the date of the meeting (or any adjournment thereof) or by the Chairman of the meeting prior to the commencement of the meeting on the day of the meeting or the day of any adjournment thereof. Page 2 ACETEX CORPORATION MANAGEMENT PROXY CIRCULAR AS OF 5TH DAY OF MAY, 2005 SOLICITATION OF PROXIES BY MANAGEMENT This Management Proxy Circular is furnished in connection with the solicitation by the management of ACETEX CORPORATION (the "Corporation") of proxies to be used at the Annual General Meeting of Shareholders of the Corporation to be held on the 8th day of June, 2005 at 10:00 a.m. at The Pan Pacific Hotel, 999 Canada Place, Vancouver, British Columbia, and at any adjournment thereof for the purposes set forth in the accompanying Notice of Annual General Meeting. The cost of this solicitation will be borne by the Corporation. APPOINTMENT OF PROXYHOLDERS AND REVOCATION OF PROXIES The persons named in the accompanying Form of Proxy are officers of the Corporation. A shareholder has the right to appoint a person, who need not be a shareholder of the Corporation, other than the persons designated in the accompanying Form of Proxy, to attend and act on behalf of the shareholder at the meeting. To exercise this right, a shareholder may either insert such other person's name in the blank space provided in the accompanying Form of Proxy, or complete another appropriate Form of Proxy. To be valid, a proxy must be dated and signed by the shareholder or the shareholder's attorney authorized in writing. The proxy, to be acted upon, must be deposited with the Corporation, c/o its agent, Computershare Trust Company of Canada, 600, 530 - 8th Avenue S.W., Calgary, Alberta T2P 3S8 or 100 University Avenue, 11th Floor, Toronto, Ontario M5J 2Y1, by the close of business on the last business day prior to the date on which the meeting or any adjournment thereof is held, or with the chairman of the meeting on the day of the meeting or any adjournment thereof. A shareholder who has given a proxy may revoke it by depositing an instrument in writing (including another proxy) executed by the shareholder or by the shareholder's attorney authorized in writing at the registered office of the Corporation at any time up to and including the last business day prior to the day the meeting or any adjournment thereof is to be held, or with the chairman of the meeting on the day of the meeting at any time before it is exercised on any particular matter or in any other manner permitted by law including attending the meeting in person. VOTING BY PROXIES On any ballot that may be called for regarding the election of directors and appointment of auditors, the Common Shares ("Shares") represented by the enclosed Form of Proxy will be voted or withheld from voting in accordance with the instructions of the shareholder indicated thereon. IN THE ABSENCE OF SUCH INSTRUCTIONS WITH REGARD TO THE ELECTION OF DIRECTORS OR THE APPOINTMENT OF AUDITORS, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE PERSONS NOMINATED FOR ELECTION AS DIRECTORS AND THE APPOINTMENT OF AUDITORS, IN EACH CASE, AS REFERRED TO IN THIS MANAGEMENT PROXY CIRCULAR. The enclosed Form of Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Annual General Meeting, and with respect to any other matter which may properly come before the meeting. As of the date of this Management Proxy Circular, management is not aware of any such amendment, variation or other matter proposed or likely to come before the meeting. However, if any such amendment, variation or other matter properly comes before the meeting, it is the intention of the persons named in the enclosed Form of Proxy to vote on such other business in accordance with their judgment. ADVICE TO BENEFICIAL SHAREHOLDERS The information set forth in this section is of significant importance to many Acetex Shareholders, as a substantial number of them do not hold Shares in their own name. Shareholders who do not hold Shares in their own name ("Beneficial Shareholders") should note that only proxies deposited by Acetex Shareholders whose names appear on the records of Acetex as the registered holders of Shares can be Page 3 recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then in almost all cases those Shares will not be registered in the Beneficial Shareholder's name on the records of Acetex. Such Shares will more likely be registered under the names of the Beneficial Shareholder's broker or an agent of that broker. In Canada, the majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). Acetex Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting Shares for the broker's clients. THEREFORE, BENEFICIAL SHAREHOLDERS SHOULD ENSURE THAT INSTRUCTIONS RESPECTING THE VOTING OF THEIR ACETEX SHARES ARE COMMUNICATED TO THE APPROPRIATE PERSON. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The Form of Proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the Form of Proxy provided to registered Acetex Shareholders by Acetex. However, its purpose is limited to instructing the registered Acetex Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to ADP Investor Communications ("ADP"). ADP typically asks Beneficial Shareholders to return the proxy forms to ADP. ADP then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A BENEFICIAL SHAREHOLDER RECEIVING AN ADP PROXY CANNOT USE THAT PROXY TO VOTE ACETEX SHARES DIRECTLY AT THE MEETING - THE PROXY MUST BE RETURNED TO ADP WELL IN ADVANCE OF THE MEETING IN ORDER TO HAVE THE ACETEX SHARES VOTED. Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Acetex Shares registered in the name of his broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Acetex Shareholder and vote the Acetex Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Acetex Shares as proxyholder for the registered Acetex Shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting. VOTING SHARES AND PRINCIPAL HOLDERS The number of Shares entitled to be voted on each matter to be acted on at the meeting as at May 2, 2005 (the "Record Date") was 34,605,338. Each shareholder is entitled to one vote for each Share shown as registered in the shareholder's name on the list of shareholders prepared as of the Record Date. However, in the event of any transfer of Shares by any such shareholder after such date, the transferee is entitled to vote those Shares if the transferee produces properly endorsed Share Certificates or otherwise establishes that the transferee owns the Shares, and requests Computershare Trust Company of Canada as transfer agent at 600, 530 - 8th Avenue S.W., Calgary, Alberta T2P 3S8 or 100 University Avenue, 11th Floor, Toronto, Ontario M5J 2Y1 to include the transferee's name in the shareholders' list not later than ten days before the meeting. To the knowledge of the Directors and Officers of the Corporation, the persons who beneficially own or exercise control or direction over Shares carrying more than 10% of the votes attached to all the shares of the Corporation entitled to be voted at the meeting are as follows: PERCENTAGE OF COMMON SHARE OWNERSHIP OVER 10%

Page 4 ELECTION OF DIRECTORS The number of directors of the Corporation to be elected at the meeting is six. Each nominee for election as director is currently a director of the Corporation. The following table lists certain information concerning the persons proposed to be nominated for election as directors. The information as to common shares has been furnished by the respective nominees individually.

Management does not anticipate that any of the nominees for election as directors will be unable to serve as a director, but if that should occur for any reason prior to the meeting, the persons named in the enclosed Form of Proxy reserve the right to vote for another nominee in their discretion. Each director elected will hold office until the next Annual General Meeting or until his successor is elected or appointed, unless his office is earlier vacated. REMUNERATION OF DIRECTORS AND OFFICERS (A) COMPENSATION OF NAMED EXECUTIVE OFFICERS The aggregate compensation paid to the five highest paid officers and employees of the Corporation (other than directors) for the year ending December 31, 2004 was US $2,361,074. The compensation disclosed in the following table is that paid to the Chief Executive Officer and the four other executive officers of the Company for the Company's three most recently completed financial years (collectively referred to as the "Named Executive Officers"). Page 5 SUMMARY COMPENSATION TABLE (All in US Dollars unless otherwise stated)

----------------- (1) Compensation shown since date of hire Page 6 (B) OPTIONS TO PURCHASE SECURITIES The Employee Stock Option Plan allows the Board of Directors to determine eligibility for options, the number of shares to be covered by each option and the terms of each option at its discretion. The exercise price may be fixed by the directors but in no case may be less than the closing market price on the day preceding the date of grant, or if no trades occur on such day, the next previous day on which trading took place. The aggregate number of options that may be granted to any one person may not exceed 5% of the number of issued and outstanding shares of the Corporation. Neither Mr. Vidalin nor Mr. Wade may receive any additional options under the Plan as amended. Any option awarded under the Plan has a maximum term of ten years from the date on which it is granted and all such options are non-transferable. EQUITY PLAN COMPENSATION INFORMATION The following table sets out information concerning the Acetex Option Plan as of December 31, 2004.

AGGREGATED OPTION EXERCISES DURING THE MOST RECENT COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR END VALUES

Page 7 OPTION REPRICINGS TABLE OF OPTION REPRICINGS (CDN DOLLARS)

These options had originally been granted to Mr. Connaughty in his capacity as the Chief Executive Officer of AT Plastics Inc. and became Acetex Options on the acquisition of AT Plastics Inc. by Acetex on August 5, 2003. These downward repricings were made so that the exercise price of Mr. Connaughty's options was equal to the market price of Acetex Shares on such acquisition date. DEFINED BENEFIT PLAN DISCLOSURE PENSION PLAN TABLE FOR AT PLASTICS DESIGNATED EXECUTIVE PENSION PLAN

* AMOUNTS RELATE TO REMUNERATION IN CDN DOLLARS The compensation covered by the pension plan table shown above is in respect of designated executives of AT Plastics Inc., a Subsidiary of Acetex Corporation. The only named Executive Officer of Acetex who is a member of this plan is Mr. Gary Connaughty who is not currently receiving any compensation from the plan. The basis on which the benefits under this plan are computed is base salary and incentive payments (as shown on the Summary compensation Table set forth above), but excluding taxable benefits Page 8 and special one-time incentive payments, received or deemed to have been received from and determined by a participating company or a company associated with a participating company (all as shown on the Summary Compensation Table set forth above). Benefits are payable on a joint and survivor basis with 60% continuing to the surviving spouse. The above amounts are not subject to any deduction for social security or other amounts such as Canada Pension Plan or Quebec Pension Plan amounts. Mr. Gary Connaughty's credited service under the plan as at December 31, 2004 was 4.0 years. PENSION PLAN TABLE FOR AT PLASTICS EMPLOYEE PENSION PLAN

* AMOUNTS RELATE TO REMUNERATION IN CDN DOLLARS Compensation covered by the plan includes regular salaries and wages plus payments in respect of shift and Sunday premiums, vacation pay (but not pay in lieu of vacation) and payments in respect of overtime, but excluding incentive and/or any form of bonus payment. Effective January 1, 2002 compensation covered by the plan will be limited to $200,000 per annum. Benefits are payable in monthly installments for the lifetime of the retiree. The above amounts are not subject to any deduction for social security or other amounts such as Canada Pension Plan or Quebec Pension Plan amounts. There is no Named Executive Officer who is entitled to benefits under the above plan. TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS Acetex entered into a contract of employment with Brooke N. Wade as Chairman and Chief Executive Officer on December 1, 1994 and amended such contract May 4, 2004. This contract provides that upon an involuntary termination without cause, or if Mr. Wade resigns within one year following a change of control, Mr. Wade will be entitled to receive any accrued bonus, three years' salary, bonus and benefits. Acetex entered into a contract of employment with Kenneth E. Vidalin as President and Chief Operating Officer on December 1, 1994 and amended such contract May 4, 2004. This contract provides that upon an involuntary termination without cause, or if Mr. Vidalin resigns within one year following a change of control, Mr. Vidalin will be entitled to receive any accrued bonus, three years' salary, bonus and benefits. Acetex entered into a contract of employment with Jean Pierre Soufflet as Vice President Acetex Europe on August 8, 2000 and amended such contract September 16, 2004. The contract provides that upon involuntary termination without cause, whether or not following a change of control Mr. Soufflet will be entitled to receive three years' salary. AT Plastics entered into a contract of employment with Gary Connaughty on June 12, 2000 and amended this contract on November 13, 2003. This contract provides that Mr. Connaughty will be entitled to receive the greater of his retention bonus or one and one half years' base salary, benefits and anticipated bonus upon his involuntary without cause termination whether or not following a change of control. With respect to the AT Plastics Designated Pension Plan, this contract provides that upon an involuntary termination without cause, Mr. Connaughty's employment shall be deemed to continue for the period which is the lesser of (i) thirty-six (36) months following the date of termination or (ii) the period between the date of termination and the earlier of Mr. Connaughty's death, retirement or attainment of Page 9 age 65. Mr. Connaughty shall not be entitled to receive any benefits under the aforementioned pension plan until the date on which his employment is deemed terminated as provided in the preceding sentence. Acetex entered into a contract of employment with Lori Bondar as Chief Financial Officer on April 13, 2004. This contract provides that if Ms. Bondar is constructively or actually terminated without cause within 6 months following a change of control, or if Ms. Bondar resigns within 6 months following a change of control, Ms. Bondar will be entitled to receive any accrued bonus, three years' salary, bonus and benefits. If Ms. Bondar is terminated without cause without a change of control (i) if such termination occurs within 2 years of the date of the contract, Ms. Bondar shall be entitled to receive her accrued bonus plus 12 months of her salary and bonus; and (ii) if such termination occurs after two years of the date of the contract, Ms. Bondar shall be entitled to receive her accrued bonus plus 12 months of her salary and bonus plus 1/12 of her salary and bonus for each full year of service. COMPOSITION OF COMPENSATION COMMITTEE Acetex's Compensation Committee, which is entitled as the Human Resources and Corporate Governance Committee, is comprised of John L. Garcia, John B. Zaozirny, Q.C., and Pierre Dutheil, none of whom are or have ever been officers or employees of Acetex or any of its Subsidiaries. Mr. Dutheil is indebted to the Corporation as discussed below under the heading "Indebtedness of Directors and Executive Officers". REPORT ON EXECUTIVE COMPENSATION BY THE COMPENSATION COMMITTEE Acetex's compensation policies are designed to take into account the circumstances surrounding the initial formation of Acetex and generally to reward executive officers for long term strategic management which results in the enhancement of shareholder value. Accordingly, Mr. Wade, being the largest shareholder of Acetex, was not awarded any stock options and is paid a base salary which the Committee believes to be reasonable given Mr. Wade's responsibilities, position and experience. Mr. Vidalin was previously awarded significant stock options in order that Mr. Vidalin's compensation would be commensurate with appreciation in shareholder value and in order to ensure that Mr. Vidalin was a significant equity holder in Acetex. Mr. Vidalin's salary is also believed by the Committee to be reasonable given Mr. Vidalin's responsibilities, position and experience. Ms. Bondar is currently paid a salary the Committee believes to be fair given Ms. Bondar's responsibilities, position and experience. The Compensation Committee awarded bonuses to Mr. Wade, Mr. Vidalin,Ms. Bondar, Mr. Soufflet and Mr. Connaughty in respect of the 2004 fiscal year. Submitted on behalf of the Compensation Committee by: John L. Garcia, Chairman Pierre Dutheil John B. Zaozirny, Q.C. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS AGGREGATE INDEBTEDNESS AS OF MAY 2, 2005

Page 10 Pierre Dutheil received a loan of CDN $210,000 on July 11, 1995. The purpose of the loan was to allow the borrower to acquire securities of the Corporation. As at the date hereof the aggregate amount of indebtedness of all Officers and Directors of the Corporation is CDN $210,000. The following table sets forth the current indebtedness and the largest aggregate amount of any indebtedness of each Director and Officer to the Corporation or any of its subsidiaries since the commencement of the Corporation's last completed financial year:

Page 11 (C) PERFORMANCE GRAPH The following graph assumes that CDN$100 was invested on December 31, 1999 in Common Shares of the Corporation and in Common Shares of the S&P/TSX Composite Index (formerly the TSE 300 Composite Index). [PERFORMANCE GRAPH]

(D) CORPORATE GOVERNANCE MANDATE FOR THE BOARD OF DIRECTORS & DIRECTOR ATTRIBUTES The Board of Directors is responsible for overseeing the management of the Corporation's business and affairs. The Board of Directors has the statutory authority and obligation to act in good faith, with a view to protect and enhance the value of the Corporation in the interest of all shareholders. To this end, members of the Board of Directors are expected to exercise independent judgment and the utmost honesty and integrity, adhering to all the Corporation's policies and procedures, legal requirements and regulatory regimes. COMPOSITION OF THE BOARD OF DIRECTORS The Board of Directors currently consists of six members. The articles of the Corporation provide for a minimum of three directors and a maximum of ten. The Board of Directors is responsible to fix, from time to time, the number of directors within the minimum and maximum number permitted by the articles of the Corporation. A majority of the Board of Directors are unrelated. Two of the current directors (Brooke N. Wade and Kenneth E. Vidalin) hold management responsibilities in the Corporation and are therefore considered to be related directors. Four of the directors (John B. Zaozirny, Q.C., John L. Garcia, Pierre Dutheil and Arnold L. Cader) were, during the 2004 fiscal year, independent of management and free from any interest and any business or other relationship (including interests or relationships with the Corporation's Page 12 significant shareholder) which could, or could reasonably be perceived to, materially interfere with their ability to act with a view to the best interests of the Corporation, other than interests and relationships arising from shareholdings. RELATIONSHIP TO MANAGEMENT The Board of Directors together with the CEO works towards the development of position descriptions for the Board and for the CEO including the definition of limits to management's responsibilities. In addition, the Board works with the CEO to develop the corporate objectives for which the CEO will be responsible. Brooke N. Wade is Chairman of the Board and Chief Executive Officer of the Corporation. Mr. Wade currently holds directly or indirectly or beneficially controls approximately 23% of the outstanding Shares. In order to ensure that the Board of Directors can function independently of management, the responsibility for administering the Board's relationship to management has been assigned to the Human Resources and Corporate Governance Committee, all the members of which are unrelated directors. COMMITTEES OF THE BOARD OF DIRECTORS The Board of Directors does not have an Executive Committee. It has formed three Committees, the functions and membership of which are as follows: Audit Committee - The Audit Committee is charged with the responsibility of reviewing all annual financial statements and each of the Corporation's interim financial statements and to report thereon to the Board. The Audit Committee inquires into matters affecting financial reporting, systems of internal accounting and financial controls, audit procedures and audit plans and makes recommendations to the Board with respect to these and similar financial matters. The Audit Committee has the responsibility of ensuring that management has implemented an effective system of internal control. Members of the Committee are to review financial plans and objectives of the Corporation from time to time and to review with management the risks inherent in the Corporation's business and any risk management programs that may be desirable or necessary. The Audit Committee has direct communication with the Corporation's internal and external auditors. The Audit Committee is composed of John B. Zaozirny, Q.C., John L. Garcia, Arnold L. Cader and Pierre Dutheil, all of whom are unrelated directors. Human Resources and Corporate Governance Committee - The Human Resources and Corporate Governance Committee is charged with hiring persons to senior executive positions, succession planning, and terms of employment and compensation, including recommendations to the Board as to awards under the Corporation's Employee Stock Option Plan. The Committee is responsible for recommending nominees for appointment to the Board and determining the adequacy and form of compensation for members of the Board. The Committee is responsible to assess the effectiveness of the Board as a whole, the effectiveness of the Committees of the Board and the contribution of individual directors and to review the appropriate size of the Board. The Committee encourages new directors to receive an orientation program and education program. The Committee is charged with administering the relationship of the Board and management, monitoring shareholder concerns, corporate governance issues and formalizing responses to Toronto Stock Exchange guidelines. The Human Resources and Corporate Governance Committee is comprised of John L. Garcia, John B. Zaozirny, Q.C., and Pierre Dutheil, all whom are unrelated directors. Mr. Dutheil is indebted to the Corporation as discussed above. Environment Committee - The Environment Committee is responsible to review the policies and practices of the Corporation with respect to matters relating to the environment, occupational health and safety. The Committee is composed of Pierre Dutheil, John L. Garcia, John B. Zaozirny, Q.C. and Kenneth E. Vidalin. CORPORATE GOVERNANCE PRACTICES Extensive regulatory changes are in progress, many arising from the United States Sarbanes-Oxley Act and anticipated further changes arising from discussions between the TSX and the Ontario Securities Commission. The Corporation continues to follow the changes and as clarification on each is available, appropriate action will be taken. Page 13 The Corporation's governance procedures as compared with the TSX corporate governance disclosure guidelines are set out in Exhibit A to this circular. (E) COMPENSATION OF DIRECTORS & ATTENDANCE AT MEETINGS Directors' compensation is paid to each of the Directors of the Corporation (other than Mr. Wade and Mr. Vidalin). During the year ended December 31, 2004, annual retainers and meeting fees were paid on the following basis:

Directors are reimbursed for their reasonable expenses incurred attending meetings plus a travel allowance of US $800 where applicable. For the fiscal year ended December 31, 2004 the remuneration paid to the directors in aggregate was US $209,250 (See also Statement of Corporate Governance Practices.) Page 14 SUMMARY OF ATTENDANCE OF DIRECTORS FOR THE 12 MONTH PERIOD ENDED DEC. 31, 2004

(F) APPOINTMENT OF AUDITORS & COMPENSATION OF AUDITORS FOR NON-AUDIT SERVICES At the Annual General Meeting of Shareholders, it is proposed to appoint KPMG LLP, Chartered Accountants, as auditors of the Corporation to hold office until the next Annual General Meeting of Shareholders a remuneration to be fixed by the Board of Directors. KPMG LLP, Chartered Accountants were first appointed auditors of the Corporation on May 14, 1996. In 2003 and 2004 KPMG LLP were paid fees as follows:

AVAILABILITY OF DOCUMENTS Management anticipates that this Management Proxy Circular and the accompanying Form of Proxy will be mailed to shareholders on or about May 12, 2005. Unless otherwise stated, information contained herein is given as at May 12, 2005. Financial information is provided in the Corporation's Consolidated Financial Statements and Management's Discussion and Analysis (MD&A) for its most recently completed financial year. Copies of this Management Proxy Circular, as well as the Corporation's latest Annual Information Form and Annual Report (which includes the Corporation's audited financial statements and MD&A) for the year ended December 31, 2004, may be obtained from the Corporation's Web site at www.acetex.com or by mail upon request from the Corporate Secretary, 750 World Trade Centre, 999 Canada Place, Vancouver, British Columbia, V6C 3E1. You may also access our disclosure documents and any reports, statements or other information that we file with the Canadian provincial securities commission or other similar regulatory authorities through the Internet on the Canadian System Electronic Document Analysis and Retrieval, which is commonly known by the acronym SEDAR, and which may be accessed at www.sedar.com. SEDAR is the Canadian equivalent of the U.S. Securities and Exchange Commission's Electronic Document Gathering and Retrieval System, which is commonly known by the acronym EDGAR and which may be accessed at www.sec.gov. APPROVAL OF CIRCULAR BY ACETEX'S BOARD OF DIRECTORS This Circular and the sending, communication and delivery thereof to the Acetex Securityholders have been authorized and approved by the Board of Directors. DATED at Calgary, Alberta this 5th day of May, 2005. BY ORDER OF THE BOARD OF DIRECTORS (signed) Brooke N. Wade Chairman Page 15 EXHIBIT A CORPORATE GOVERNANCE PROCEDURES

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Page 19 SIGNATURE 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. Acetex Corporation ----------------------- (Registrant) DATE: May 12, 2005 By: "Lori Bondar" ----------------------- Lori Bondar Chief Financial Officer

ACETEX CORP 6-K