Brenntag SE — Governance Information 2016

Dec 15, 2016

Declaration of Conformity according to Section 161 of the German Stock Companies Act (Aktiengesetz)

The Board of Management and the Supervisory Board hereby declare that Brenntag AG complies and plans to continue to comply with the recommendations of the Government Commission German Corporate Governance Code in the version dated May 5, 2015, announced by the Federal Ministry of Justice in the official section of the Bundesanzeiger (Federal Gazette), with the exception of the recommendations in Section 4.2.3 para. 3 and Section 5.4.1 para 2 of the Code. The deviations from the recommendations are based on the following considerations:

Brenntag AG generally follows the recommendation in Section 4.2.3 para. 3 of the Code. However, for two members of the Board of Management there are, and for a third member it is intended to establish as of May 2017, contractually determined contributions without the aim to achieve a specific level of pensions. The Supervisory Board therefore does not establish the targeted level of pensions in this respect.

In addition the Supervisory Board does not specify a regular limit of length of membership as recommended in Section 5.4.1 para 2 of the Code. A regular limit of length of membership does not take into account the benefits resulting from the experience of individual members.

Furthermore, the Board of Management and the Supervisory Board hereby declare that Brenntag AG did comply with the recommendations of the Government Commission German Corporate Governance Code in the version dated May 5, 2015 since its last declaration of conformity dated December 17, 2015 with the exception of the recommendation in Section 4.2.3 para. 3 for two members of the Board of Management, and the recommendation in Section 5.4.1 para 2 of the Code as described above.

Mülheim an der Ruhr, December 15, 2016

On behalf of the Board of Management

Holland -

On behalf of the Supervisory Board - Zuschke