Brenntag SE — AGM Information 2023

Jan 1, 2024

Engagement Presentation Proxy Advisors Update on strategic initiatives & corporate governance

January 2024

Agenda

1. Strategy update

2. Governance update

B

1. Appendix

Strategy update

B

Brenntag is the global leader in chemicals and ingredients distribution, delivering reliable earnings growth

4) FY23 Op. EBITA expected to be around the lower end of the guidance specified in August 2023

Brenntag is successfully delivering on its strategy

Source: Factset as of 2011 December 2023. TSR calculated in both respective company. Assumes re-investment of dividends. TSR since January 220 amualized. 11 Performance for Univar shown until leak of Brenntag talks (25th November 2022)

2) Performance for Azelis shown since IPO (17th September 2021)

5

Brenntag is continuing its transformation journey initiated in 2020

Bifurcation of supplier & customer needs requires distinct business models, making full-line value propositions obsolete

Creating two autonomous and independent leaders to pro-actively shape the industry

Portfolio sharpening to increase business model coherence

Unleash true potential through superior last mile delivery supported by efficient regional operations and global sourcing

Water treatment Finished lubricants Selected semi-specialty products Consolidating Pharma ecosystem

Brenntag Specialties

Global leader for innovative specialty and ingredients distribution in Life Science and Material Science

Transfer of businesses according to market drivers to improve value creation potential

Product shift to align with industry segment demands and foster business model coherence

Supporting ecosystem concept to reduce complexity in commercial execution

Our path towards Horizon 3

Portfolio sharpening

= Aligning Brenntag Essentials and Brenntag Specialties propositions with market trends

Full business autonomy

• Focus and performance for both divisions
• · Accelerate ongoing cost initiatives to reset cost base

Creating optionality

• Legal disentanglement
• Operational disentanglement
• Flexibility to proactively shape the industry

Leader across all dimensions

2026+

Two fully autonomous and high performing businesses prepared to shape the industry

Governance update

a

The Supervisory Board was intensively involved in the strategic process and the further development of Corporate Governance

Valuable and effective exchange with the Board of Management; close oversight and control

Path towards "Horizon 3"

In-depth review of key strategic decisions (portfolio shift, disentanglement, separate legal entities, full business autonomy)

Close monitoring of the implementation of strategic initiatives through the Transformation and ESG Committee

Alignment of Management Board structure with evolution of operating model (4 Board members and divisional CEOs)

Intensive analysis and review of DiDEX and ERP projects with dedicated Supervisory Board reporting by Sujatha Chandrasekaran

Further development of Corporate Governance

Review and comprehensive re-organization of meeting procedures of Supervisory Board and its committees to further increase effectiveness

Intensified focus on cybersecurity within Supervisory Board supported by dedicated trainings

Increased differentiated steering with separate Board Members and more divisional autonomy

The Supervisory Board demonstrates a high level of commitment to overseeing management and driving shareholder value

Supervisory Board commitment and collaboration principles

- Regular interaction within the Supervisory Board

• Trusted dialogue with Board of Management

Intense involvement in decisions of fundamental importance

Close consultation of Board of Management throughout the strategy development process (e.g. "Path to Horizon 3")

Detailed review of Management Board reports and proposed board resolutions

Consideration of Investor feedback in decision making (ESG multiplier in remuneration system; introduction of 12-year tenure limit and 4-year board term elections)

Brenntag maintains an extensive and high-quality dialogue with all of its shareholders

Continuous dialogue between the Supervisory Board and our shareholders on governance topics

Balanced board composition across various metrics

4 Target for the proportion of women on the Supervisory Board = 33%; Target for the proportion of Women on the Board of Management = 20% 40 ver definition; No conflict of interest; Tenusidered an issue since distance to Board of Management is sufficient, especially de to changes in the Boll in 2020/2021

17 as single mandate

Recent election of Sujatha Chandrasekaran increased diversity and expanded skillset of Supervisory Board

Sujatha Chandrasekaran

Nationality: American, Australian and Indian Year of birth: 1967 Profession: Member of control bodies of various companies

25 years of experience in leading executive management positions in global companies, with a strong focus on technology and data, strategic transformation, digital business models, operations cybersecurity, and e-commerce

Career

2019 - 2022	▪ CommonSpiritHealth - Chief Digital and Information Officer and Senior Executive Vice President
2013 - 2014	▪ Kimberly-Clark – Global Chief Digital Officer, Chief Information Officer

2002 - 2012

Mandates in control bodies of commercial enterprises

• · American Eagle Outfitters Inc., Pittsburgh, PA, USA (listed) (Non-executive member of the Board of Directors)
• · Cardinal Health Inc., Dublin, OH, USA (listed) (Non-executive member of the Board of Directors)
• Agendia Inc., Irvine, CA, USA (not listed) (Non-executive member of the Board of Directors)
• In the search process for the elections at the AGM 2023, the focus was on competencies in:
  • IT, digital transformation and data management
  • Supply chain management
  • Experience in distribution / transactional businesses
  • International leadership experience (esp. in North America)
  • Change management expertise (incl. cultural transformation)

Ms. Chandrasekaran strengthens the profile in key focus areas

The Supervisory Board has all the necessary competencies to advise and support on Brenntag's transformation

							Expert qualification - Key concrete objectives and criteria					Committees
Member	Safety / CSR / Management ESG expertise relevant to Brenntag	/ C-Level experience	Corporate Governance / compliance	Chemical industry	Distribution / Supply Chain B2B Services industry	Strategy, Portfolio Management Management, M&A	Change Management / HR	Financial Expert1)	Capital Markets	Digital trans- formation / IT	Nomination and Remuneration Committee	Audit and Compliance Committee	Trans- formation and ESG Committee
Richard Ridinger (Chair)	>	D	>	>	D	>	>		>	>	>		>
Stefanie Berlinger	>		>			<		V	>			>
Wijnand Donkers	>	>	>	>	>	>	>		>	>	>		> (Chair)
Ulrich Harnacke	>	>	>		>	>	>	>	>			> (Chair)	>
Dr. Andreas Rittstieg	>	œ	>			>			>	>	> (Chair)
Sujatha Chandra- sekaran		>	>		D	>	>		>	>		>

1 Please note that in assordance with section 107 (5) 3 MtC Comply with the requirements of section 100 (5) ARG , i.e. one member of the Audi Comrititee 19 has to be an expert for acounting, one member for auditing therefore Stefanie Bedinger is the auditing expert and Ulich Hamacker sthe acounting expert.

Brenntag Group 2027 organic growth and profitability targets

	Brenntag Group	Brenntag Essentials	Brenntag Specialties
Operating Gross Profit CAGR	4 - 7%	4 - 6%	5 - 7%
Operating EBITA CAGR	7 - 9%	5 - 7%	7 - 9%
Operating EBITA Conversion Ratio	35 - 37%	32 - 34%	43 - 45%

One-off costs:

DiDEX and SAP implementation (included in Operating EBITA & Capex)") Achievement of cost take-out / legal entity and operations separation incl. tax leakage (special items)

~EUR 250m

Note: Base year FY23E post portfolio shift and including DDEX-related uplift and cost take-out in CAGR figures and conversion ratio 21 1) 85% included in Opex, 15% included in Capex

Capital allocation framework remains unchanged

Capital allocation	Capex	▪ Reinvestment in the business through annual Capex of EUR 300-400m ■ Capex guidance also including DiDEX investments
framework	M&A	Continued investment in value-generative bolt-on M&A where strategically attractive EUR 400-500m annual M&A spend, implies contribution of ~3% annual Op. EBITA growth
Shareholder returns	▪ 35-50% of consolidated profit after tax is paid to shareholders as dividend on an annual basis ▪ Additional capital returns will be considered if value-maximizing for our shareholders
Leverage		Target leverage: ~2.0x Current leverage: ~1.4x1) Investment grade credit rating

Current remuneration system of the Board of Management

4) Maximum remuneration CEO = EUR 7.5m; Maximum remuneration other board members = EUR 5m

23 Note: Simplified illustration; Please see Corporate Website for new remuneration system was approved by the Annual General Meeting 2028

Based on our strengths and high ambitions, we developed a "Future Sustainable Brenntag" picture

4) Carcinogenic, Mutagenic and Reprotoxic (CMR) with consumer contact and Persistent, Bio-accumulative, and 24 Toxic (PBT), very Persistent and very Bio-accumulative (vPvB) intended to be released in the environment

For each strategic focus area, we defined key mid-/long-term targets directing towards the future sustainable Brenntag picture

Strategic focus areas			Mid- to long-term targets
			2023 - 2025	2030 - 2045
Environment 0		Climate protection & emissions reduction	100% energy consumption from green energy by 2025	Total spills < 0.7 events/ MMH²) by 2025	100% compensation of remaining Scope 1 & 2 emissions by 2025	40% absolute carbon, reduction vs. 2020 by 2030	Net zero by 2045
		Resource efficiency & circular economy	Assess portfolio for sust. (30% covered) & set 2025 quantitative target by 2023
Social	Fair & safe employer	100% of employees earn at least a living wage by 2023	Female representation of at least 30% across our entire mgmt. below BoM²) by 2030	TRIR3) < 2.0 by 2030
		Responsible partner
	ce	Management structures	Further adjustment of Board remuneration based on ESG by 2024
in	Governan	Portfolio & investment steering	All new sites green building certified by 2023	100% portfolio steering towards sustainability by 2025	Develop strategies for techn. advance- ment by 2025
		1) MMH = Million Man-Hours

2) BoM = Board of Management

25 3) TRIR = Total Recordable Incident Rate

Brenntag well ahead of sector average and further strengthening its leading ESG position

" Rating sole: AAA to CCC, as of Cotober 10, 2023; "Pating sole: register (4) ; based on full review as of October 28, 2022; "Rating sode Bronze (Top 30%) to Pathum 26 (Top 1%), as of December 19, 2022; 9 Rating scale: A to D-, as of April 2022; 9 Rating scale: A+ to D-, as of August 31, 2023

CVs of Supervisory Board members (1/3)

Richard Ridinger

Chair of the Supervisory Board / Member of the Supervisory Board since 2020, elected until the end of the General Shareholders' Meeting 2027

Nationality: German

Year of birth: 1958

Profession: Independent Management Consultant

Special expertise / experience:

20 years of management experience in leading management positions in the chemical industry and healthcare industry, with a focus on operational and strategic transformations due to his professional background with various positions in the chemical industry.

Career

2012-2019	CEO, Lonza Group, Basel, Switzerland (ŚMI-listed)
2010-2014	Executive Vice President, Cognis, Monheim am Rhein, Germany
1986-2002	Various Positions in R&D, Engineering, Operations, Marketing & Sales,
	Business Unit Lead, HENKEL KGaA, Düsseldorf, Germany

Mandates in supervisory boards under applicable law:

" None

Membership in control bodies of commercial enterprises:

• DSM-Firmenich AG, Kaiseraugst, Switzerland (listed) (Non-executive member of the Board of Directors)
• Roar HoldCo AB, Stockholm, Sweden (not listed) (Non-executive member and Chair of the Board of Directors) and Recipharm AB, Stockholm, Sweden (Group company, shares held by Roar HoldCo AB, not listed) (Non-executive member and Chair of the Board of Directors)

Andreas Rittstieg

Deputy Chair / Member of the Supervisory Board since 2010, elected until the end of the General Shareholders' Meeting 2025

Nationality: German

Year of birth: 1956 Profession: Lawyer

Special expertise / experience:

20 years of professional experience in advising M&A and capital market transactions with expert knowledge in compliance, corporate governance and digitalization with insights in numerous digital business models in connection with venture capital transactions.

Career

2014-2021	Member of the Board of Management of Hubert Burda Media Holding KG,
	München, Germany, responsible for Legal and Compliance
2010-2014	Partner, Law Firm Gleiss Lutz, Germany
2000-2010	Founding Partner, law firm Rittstieg Rechtsanwälte, Germany

Mandates in supervisory boards under applicable law:

■ Hapag Lloyd AG, Hamburg, Germany (listed) (Member of the Supervisory Board)

Membership in control bodies of commercial enterprises:

• · Hubert Burda Media Holding Geschäftsführung SE, Offenburg, Germany (Member of the Administrative Board)
• · Huesker Holding GmbH, Gescher, Germany (Member of the Advisory Committee)
• Kühne Holding AG, Schindellegj, Switzerland (Member of the Administrative Board)

CVs of Supervisory Board members (2/3)

Wijnand Donkers

Member of the Supervisory Board since 2017, elected until the end of the General Shareholders' Meeting 2026

Nationality: Dutch

Year of birth: 1962

Profession: Independent Management Consultant

Special expertise / experience:

25 years of professional experience leading change, performance improvement and executing transformative M&A as private equity executive. Deep understanding of the challenges facing the international energy and chemicals industry and special expertise in the field of Environment, Social & Governance (ESG) due to professional background and various executive leadership positions in the chemical industry.

Career

Since 2019	Senior Adviser, Cerberus Capital Management LLC, New York
Since 2012	Managing Director, Horizon D. Capital BV, Wassenaar, the Netherlands
2015 - 2018	Industry Partner, Petrus Advisers, London, Great Britain
2007 - 2012	CEO, Deutsche Annington SE / Vonovia SE, Düsseldorf, Germany

Mandates in supervisory boards under applicable law:

" None

Membership in control bodies of commercial enterprises:

· EV Technology Group Inc., Toronto, Canada (listed) (Member of the Board of Directors)

Ulrich Harnacke

Member of the Supervisory Board since 2017, elected until the end of the General Shareholders' Meeting 2026

Nationality: German

Year of birth: 1957

Profession: Chartered Accountant and Tax Consultant, Independent Business Consultant

Special expertise / experience:

40 years of professional experience as auditor and consultant of German and international clients, with extensive experience in corporate governance, risk management, compliance, and M&A with international mainly stock listed companies.

Career

Since 2015	Partner, Rhodion Advisors GmbH, Düsseldorf, Germany
2007 - 2015	Partner and Managing Director, Deloitte GmbH,
	Wirtschaftsprüfungsgesellschaft, München, Germany
1997 - 2006	Member of the Board of Management, BDO AG
	Wirtschaftsprüfungsgesellschaft, Hamburg, Germany

Mandates in supervisory boards under applicable law:

• Vossloh AG, Werdohl, Germany (listed) (Member of the Supervisory Board and Chair of the Audit Committee)
• CONTIGAS Deutsche Energie-AG, Munich, Germany (Member of the Supervisory Board) & Thüga AG, Munich, Germany (Member of the Supervisory Board) & Thüga Holding GmbH & Co. KGaA, Munich, Germany

(Member of the Shareholder and Personnel Committee)

Membership in control bodies of commercial enterprises:

▪ Zentis GmbH & Co. KG, Aachen, Germany (Member of the Advisory Board)

CVs of Supervisory Board members (3/3)

Stefanie Berlinger

Member of the Supervisory Board since 2015, elected until the end of the General Shareholders' Meeting 2025

Nationality: German

Year of birth: 1973

Profession: Managing Director, Lilja & Co. GmbH, Frankfurt, Germany

Special expertise / experience:

25 years of professional experience in investment banking and capital markets on international level, with expert knowledge in accounting, auditing, risk management and compliance as well as sustainability and in particular ESG.

Career

Since 2010	Managing Director, Lilja & Co. GmbH, Frankfurt, Germany
Since 2006	Partner, Lilja & Co. AG, Zurich, Switzerland
2005	Director, Institutional Equity Sales, Deutsche Bank AG, Frankfurt, Germany

Mandates in supervisory boards under applicable law:

" None

Membership in control bodies of commercial enterprises:

■ Prescus Capital AG, Zurich, Switzerland (Member of the Board of Directors)

Sujatha Chandrasekaran

Member of the Supervisory Board since 2023, elected until the end of the General Shareholders' Meeting 2026

Nationality: American, Australian and Indian

Year of birth: 1967

Profession: Member of control bodies of various companies

Special expertise / experience:

25 years of experience in leading executive management positions in global companies, with a strong focus on technology and data, strategic transformation, digital business models, operations cybersecurity, and ecommerce.

Career

20

20 20

19 - 2022	CommonSpirit Health - Chief Digital and Information Officer and Senior Executive Vice President
13-2014	Kimberly-Clark - Global Chief Digital Officer, Chief Information Officer
02-2012	Wal-Mart - Senior Vice President, Global Chief Technology and Data Officer

Mandates in supervisory boards under applicable law:

" None

Mandates in control bodies of commercial enterprises:

• American Eagle Outfitters Inc., Pittsburgh, PA, USA (listed) (Non-executive member of the Board of Directors)
• · Cardinal Health Inc., Dublin, OH, USA (listed) (Non-executive member of the Board of Directors)
• · Agendia Inc., Irvine, CA, USA (not listed) (Non-executive member of the Board of Directors)