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Brenntag SE Governance Information 2022

Dec 14, 2022

70_cgr_2022-12-14_87638469-adad-46a8-9ee4-32a121eec556.pdf

Governance Information

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Declaration of Conformity

in accordance with Article 9 para. 1 lit. c) ii) SE-VO in conjunction with section 161 of the German Stock Corporation Act (Aktiengesetz)

The Board of Management and the Supervisory Board of Brenntag SE are obliged to resolve a Declaration of Conformity in accordance with Article 9 para. 1 lit. c) ii) SE-VO in conjunction with Section 161 of the German Stock Corporate Act (Aktiengesetz). The last Declaration of Conformity has been resolved on December 14, 2021. As of this time, the German Corporate Governance Code in the version dated March 20, 2020 ("GCGC 2020") was still in place. On June 27, 2022, a new version of the German Corporate Governance dated April 28, 2022, has entered into force ("GCGC 2022").

The Board of Management and the Supervisory Board hereby declare that since their last Declaration of Conformity as of December 14, 2021, Brenntag has complied with the recommendations of GCGC 2020 with the exception of the recommendation in number C.4 GCGC 2020. The exception is declared for the following reasons:

With regard to the Supervisory Board's Chair Doreen Nowotne, there is a deviation from the recommendation in C.4 GCGC 2020. Ms. Nowotne holds positions at two non-group companies, one of which is listed, and one is non-listed. She is also Chair of the Supervisory Board at a further non-group company. With her position as Chair of the Supervisory Board of Brenntag SE, her total number of seats in accordance with the GCGC's counting method amounts to six. Therefore, a deviation from C.4 GCGC 2020 is hereby declared. In any case, the Supervisory Board has ascertained that Ms. Nowotne has sufficient time available to discharge her duties.

Furthermore, the Board of Management and the Supervisory Board hereby declare that Brenntag complies and plans to continue to comply with the recommendations of GCGC 2022, with the exception of the recommendation in number C.4 GCGC 2022 as described above.

Essen, December 13, 2022

Board of Management

Dr. Christian Kohlpaintner / Dr. Kristin Neumann

Supervisory Board

Doreen Nowotne