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Brenntag SE Governance Information 2024

Feb 1, 2024

70_ip_2024-02-01_da4aa284-aa14-4f09-b405-6b02ad15bc8b.pdf

Governance Information

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Corporate Governance Roadshow

Richard Ridinger, Chairman of the Supervisory Board

February 2024

Agenda

1. Strategy update

  1. Governance update

Strategy update

P

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

$\frac{1}{2}$ FY23 Op. EBITA expected to be around the lower end of the guidance specified in August 2023

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
  • $\blacksquare$ 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

The Supervisory Board is a highly qualified and experienced team with diverse backgrounds

Richard Ridinger-Chair of the Supervisory Board

Int. experience: 7 years CEO at Lonza, Switzerland

Member since 2020; Chair since 2023; Term until 2027

Expert in chemical industry with focus on transformation

Stefanie Berlinger

Int. experience: 5 years DB office London Member since 2015; Term until 2025

Expert in accounting, auditing, risk management, compliance and particularly ESG

Ulrich M. Harnacke

Int. experience: Consulting of int. clients for many years Member since 2017; Term until 2026

Expert in risk management, compliance, accounting, corporate governance and M&A

Dr. Andreas Rittstieg - Deputy Chair

Int. experience: Positions in USA and Japan

Member since 2010; Term until 2025

Expert in compliance, corporate governance and digitalization

Wijnand P. Donkers

Int. experience: Positions in Europe, USA, Asia Member since 2017; Term until 2026

Expert in ESG and chemical industry with lead positions at BP

Suja Chandrasekaran

Int. experience: Positions in USA and Brazil Member since 2023; Term until 2026

Expert in technology and data, strategic transformation, digital business models, business operations, e-commerce and cybersecurity.

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: Independent Management Consultant

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 CommonSpirit Health - Chief Digital and Information Officer and Senior Executive Vice
President
2013 - 2014 Example: Limberly-Clark - Global Chief Digital Officer, Chief Information Officer
----- THE ENTIRE REPORT OF THE CHARGE OF THE CHARGE OF THE CHARGE OF THE CHARGE OF THE CHARGE OF THE CHARGE OF THE CH

• Wal-Mart - Senior Vice President, Global Chief Technology and Data Officer $2002 - 2012$

Mandates in comparable 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)
  • 4 Atos SE, Bezons, France (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

Balanced board composition across various metrics

1) Target for the proportion of women on the Supervisory Board = 33%; Target for the proportion of Women on the Board of Management = 20% 2) Own definition; No conflict of interest; Tenure Andreas Rittstieg not considered an issue since distance to Board of Management is sufficient, especially due to changes in the BoM in 2020/2021

13 3) As of January 2024; Including German supervisory boards or comparable domestic and foreign supervisory bodies; Not including other bodies of commercial enterprises; Chair counted as single mandate

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
Expert 1
Capital
Markets
Digital trans-
formation / IT
Nomination
and
Remuneration
Committee
Audit and
Compliance
Committee
Trans-
formation and
ESG
Committee
Richard
Ridinger
(Chair)
$\blacktriangledown$ $\blacktriangledown$ $\blacktriangleright$ $\blacktriangledown$ $\blacktriangledown$ $\blacktriangledown$ $\blacktriangleright$ $\blacktriangledown$ $\blacktriangledown$
Stefanie
Berlinger
$\blacktriangledown$ $\blacktriangleright$ $\blacktriangleright$ $\blacktriangledown$
Wijnand
Donkers
$\blacktriangledown$ $\blacktriangledown$ $\blacktriangledown$ $\blacktriangledown$ $\blacktriangledown$ $\blacktriangledown$ $\blacktriangleright$ $\blacktriangledown$ (Chair)
Ulrich
Harnacke
$\blacktriangledown$ $\blacktriangledown$ $\blacktriangleright$ $\blacktriangleright$ $\blacktriangledown$ $\blacktriangleright$ $\blacktriangledown$ $\blacktriangleright$
(Chair)
Dr.
Andreas
Rittstieg
$\blacktriangledown$ $\blacktriangledown$ $\blacktriangleright$ $\blacktriangledown$ $\blacktriangledown$ $\blacktriangleright$
(Chair)
Sujatha
Chandra-
sekaran
$\blacktriangledown$ $\blacktriangleright$ $\blacktriangleright$

1) In accordance with section 107 (5) 3 AktG, the Audit Committee must (also) comply with the requirements of section 100 (5) AktG, i.e. one member of the Audit Committee has to be an expert for accounting, one member has to be an expert for auditing therefore Stefanie Berlinger is the auditing expert and Ulrich Harnacke is the accounting expert. 14

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

Review of rules of procedures and implementation of tenure limit for Supervisory Board members

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)

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

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

The Supervisory Board has installed a highly experienced management team to drive Brenntag's Transformation

Appendix

1. ESG at Brenntag

    1. Remuneration system
  • 3. Supervisory Board
    1. Other

Governance: Brenntag maintains top position among German DAX companies in Corporate Governance Ranking by DVFA1

Rank Company 2023
1 Munich RE 94.44%
$\overline{2}$ Deutsche Börse 92.11% Maintaining
3 Brenntag SE 90.64% Top 3
4 Deutsche Bank AG 89.19% Position
5 Allianz SE 88.89%
6 Commerzbank AG 88.60%
$\overline{7}$ BMW AG 87.72%
8 E.ON SE 87.13%
9 Covestro AG 86.26%
10 Mercedes-Benz Group AG 85.38%
11 Deutsche Telekom AG 84.80%
12 2 Bayer AG 84.21%
13 BASF 83.92%

Comments

Brenntag ranked 3rd in DAX Corporate Governance Ranking by DVFA

Improving already very good results in 2022 by another two percentage points to now "excellent"

Strong focus on Corporate Governance paired with continuous improvement (2022: 3rd, 2021: 16th)

Overall rating
$100\% - 90.1\%$ Excellent
$90\% - 80.1\%$ Very good
$80\% - 70.1\%$ Good
$70\% - 60.1\%$ Satisfactory
$60\% - 50.1\%$ Sufficient
$< 50\%$ Poor

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

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

We defined key mid-/long-term targets directing towards the future sustainable Brenntag picture

Six strategic focus areas Mid- to long-term targets
2023 - 2025 2030 - 2045
Environment $\mathbf{1}$ Climate protection &
emissions reduction
$\ddot{\bullet}$
100% energy consumption from green
energy by 2025
Total spills
< 0.7 events/ MMH 1
by 2025
100% compensation
of remaining Scope
1 & 2 emissions by
2025
40% absolute carbon
reduction vs. 2020 by
2030
Net zero by 2045
$\overline{2}$ Resource efficiency &
circular economy
Assess portfolio for sust. (30% covered)
& set 2025 quantitative target by 2023
Ten circular businesses each
generating > EUR 1 m by 2025
Social $\mathbf{3}$ Fair & safe employer
west
100% of employees earn
at least a living wage by 2023
Set-up of global organizational diversity,
equity & inclusion structure by 2023
Female representation of
at least 30% across our
entire mgmt. below BoM 2
by 2030
$TRIR3 < 2.0$ by
2030
4 Responsible partner
THE REAL PROPERTY
All suppliers are covered by risk
management
ernance 5 Management structures
$\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$
Further adjustment of Board remuneration
based on ESG by 2024
$\mathbf{S}^{\mathbf{O}}$ 6 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

We continue to lead the sustainability agenda with key initiatives in place

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

1) Rating scale: negligible (0-10) to severe (40+), based on full review as of October 28, 2023; 2) Rating scale: AAA to CCC, as of October 10, 2023; 3) Rating scale: Bronze (Top 50%) to Platinum 27 (Top 1%), as of December 19, 2022; 4) Rating scale: A to D-, as of February 2024; 5) Rating scale: A+ to D-, as of August 31, 2023

2023 ESG Scorecard

Objective KPI and mid-/long-term targets 2023
target
Significantly decrease risks on human rights in the whole
supply chain
Responsibility assigned for 80% of high-risk suppliers 80%
Governance Transition towards circular economy by constituting a pipeline
for circular business models
Each Regional President develop three business cases for circular business models
including implementation plan - in total 24
100% portfolio steering toward sustainability (2025)
Develop strategies to support technological advancement in important industry segments
(e.g. automotive) (2025)
24
Increase share of sustainable solutions to support customer
needs
Map ≥ 30% of global product GP against sustainability criteria with structured workshops
and business responsibilities assigned
Develop group-wide 2025 quantitative target
$\geq 30\%$
Social Ensure a dynamic and diverse organization by increasing
diversity and inclusion in the leadership team
Women in leadership positions according to management level in percent
Target female quota of at least 30% across all management levels by 2030
$L - 1 \ge 22.2\%$
$L - 2 \ge 26.6\%$
$L - 3 \ge 30.0\%$
$L - 4 \ge 30.0\%$
$L - 5 + \ge 26.9\%$
Ensure engaged employees Develop and set up an engagement survey done
Set a high bar across working conditions and strive safe
operations and zero accidents
Total Recordable Incident Rate (TRIR)
TRIR < 2.0 and zero severe accidents (Actual Hurt Level 4-5) (2030)
< 2.65
Become carbon net zero Reduction of CO2e emissions (Scope 1+2) 1 in comparison to base year 2020 2
-40% by 2030 vs. 2020 / net zero carbon emissions by 2045
$-12.6%$
Environmental Ensure zero spills and releases with emissions to the
environment
Total spills (events/MMH) 3:
2025 Target: < 0.7 events/MMH
0.80
Keep product in the process and avoid serious process related
incidents (e.g., spills, fires/explosions and toxic releases)
PSE1 4 < 12

$^{1)}$ Emissions from direct operations calculated with marked-based method; $^{2)}$ Only sites, which have been included in the base year 2020 are covered by the target; $^{3)}$
28 MMH = Million Man-Hours; 4) Severe Process

ESG: Operating sustainably to minimize energy consumption and CO2 Emissions

$CO2$ Emissions in 2022 1)
in thousand tonnes
Main sources of
emissions
$CO2$ Emissions 1)
in tonnes
Scope 1
0.96%
212 Company facilities,
company trucks & vehicles
242,255 $-9.2%$
227,380
219,900
Scope 2
0.04%
8 Purchased electricity, heating
and cooling for own use
Scope 1 200,527 193,989 211,681
Scope 3
99%
21,855 Purchased chemicals and
Services and external
transportation and distribution
Scope 2 41,728 33,391 8,219
2020 2021 2022

1) Calculated according to the marked-based method. The data for the reporting year do not include the following operating units: Y.S. Ashkenazi Agencies Ltd. & Biochem Trading 29 2011 Ltd. (since Q3); Brenntag Sourcing Uruguay S. A., Brenntag Packed Chemicals Ltd., Prime Surfactants Limited, Prime Example Limited, Alpha Chemical Limited (since Q3).

ESG: Safety and Diversity

Group Accident Rate $TRIR1$ ,2)

Diversity - Key figures

2022 2021
Proportion of women in the
Supervisory Board
33.3% 33.3%
Proportion of women in the
Board of Management
20.0% $0.0\%$
Proportion of women in
management positions 3)
31.0% 31.0%
Proportion of women in the
total workforce
34.5% 34.5%
Different nationalities >100 >100

1) TRIR (Total Recordable Injury Rate): Number of workplace accidents involving injuries that require medical treatment (beyond first aid), per one million work hours

2) The values given for TRIR have not been audited by PwC

3) Due to the increased target female quota of 30% across all management levels by 2030, employees in management positions are shown according to management level.
Management level L-1 refers to the first level below the

30

Appendix

  1. ESG at Brenntag 2. Remuneration system 3. Supervisory Board 4. Other

Current remuneration system of the Board of Management

2) If a member of the Board of Management is responsible for a division, the key performance indicators organic operating EBITA and working capital turnover are, independently from each other if appropriate, again weighted between 25% and 100% related to Group and between 0% and 75% related to divisional level

Note: Simplified illustration; Please see Corporate Website for more details. The new remuneration system was approved by the Annual General Meeting 2023 32

Overview of the Remuneration System 2023

Fixed remuneration Base salary
Benefits in kind
Pension allowance
Short-term
variable
remuneration
Plan type: Target bonus model
Performance criteria:
60% organic operating EBITA
20% working capital turnover
20% earnings per share
Individual performance multiplier (0.8-1.2)
Cap: max. 200% of the target amount
Long-term
variable
remuneration
· Plan type: Virtual performance share plan
• Performance period: Four years
· Performance criteria:
- 70% ranking of the TSR of the Brenntag share vs. peer group of global competitors
$-30\%$ ROCE
- ESG multiplier (0.8-1.2)
• Cap: max. 250% of target amount
Other
remuneration
components and
contractual
provisio ns
• Malus & Clawback: The Supervisory Board is contractually entitled
- to retain variable remuneration (malus)
- to reclaim variable remuneration (clawback)
Share Ownership Guideline in the amount of the annual base salary:
- Chair of the Board of Management:
200%
- Other members of the Board of Management:
100%
• Maximum remuneration pursuant to the German Stock Corporation Act
- Chair of the Board of Management:
EUR 7,500,000
- Other members of the Board of Management:
EUR 5,000,000

The short-term variable remuneration depends on Brenntag's business success and Board members' specific business responsibilities

Target bonus model with three financial key performance indicators1 and an individual performance multiplier

Maximum target achievement is limited to 200% and maximum payout is limited to 200% of the target amount

The long-term variable remuneration is designed as a performance share plan

Number of virtual shares linked to two financial performance criteria and to ESG targets by way of an ESG multiplier Respective payout amount depends on the absolute change in the Brenntag share price over the four-year performance period

The payout amount is capped at maximum 250% of the individual and contractually set target amount

Global peer group relevant for TSR benchmarking

Share ownership guideline and Board of Management holdings

Ownership guideline Current Board of Management shareholdings
(Current market value of position)
Chairman Other Members Name # Shares ('000s) Value of Shares ( $\epsilon$ m) 1)
Ownership
Requirement
(% Base Salary)
200% 100% Christian Kohlpaintner $-3.2$
Kristin Neumann 3.6 $-0.29$
• Board members are obliged to acquire the shares
within 4 years
$\blacksquare$ In each of the 4 years 25% of the holding obligation
Michael Friede 3.9 $-0.32$
Comments must be acquired
• Excess shares purchased in one year may be
credited against the target for subsequent years
Ewout van Jarwaarde 7.5 $-0.60$
• Board members are required to hold the shares until
2 years after the end of his / her service

1) Share price data as of 19 February 2024, Xetra closing price €80.80

Note: Simplified illustration; Please see Remuneration Report or Corporate Website for more details 37

Remuneration 2023: Supervisory Board

Note: Simplified illustration; the committee's names have recently been changed Please see the Convocation of the Annual General Meeting 2023 on the Corporate Website for more details

Appendix

  1. ESG at Brenntag 2. Remuneration system 3. Supervisory Board 4. Other

Governance: Brenntag has a two-tier governance structure

Features of Brenntag's Governance Structure

As a European Company (Societas Europaea) Brenntag opted for the governance through two separate Boards (two-tier system):

The Board of Management and the Supervisory Board.

Together with the General Share-holders' Meeting, there are three corporate bodies. The duties and authorities of Brenntag's three governing bodies derive from the German Stock Corporation Act1), Brenntag's Articles of Association and the Rules of Procedure.

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 (SMI-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 comparable 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

$\overline{2}$

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 comparable 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, Schindellegi, 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 comparable 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 comparable 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, Lilia & Co. AG, Zurich, Switzerland
2005 Director, Institutional Equity Sales, Deutsche Bank AG, Frankfurt, Germany

Mandates in supervisory boards under applicable law:

• None

Membership in comparable control bodies of commercial enterprises:

• None

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: Independent Management Consultant

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

2019 - 2022 CommonSpirit Health – Chief Digital and Information Officer and Senior
Executive Vice President
2013-2014 Kimberly-Clark - Global Chief Digital Officer, Chief Information Officer
2002-2012 Wal-Mart – Senior Vice President, Global Chief Technology and Data Office

Mandates in supervisory boards under applicable law:

• None

Mandates in comparable 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)
  • Atos SE, Bezons, France (listed) (Non-executive member of the Board of directors)

Three committees in place for focused oversight

O) انت After Project Brenntag broadened focus to include sustainability

Nomination and Remuneration Committee

  • Prepares staffing decisions of the Supervisory Board
  • Proposes candidates for the SB to the General Shareholders' Meeting
  • Proposes composition of Board of Management and remuneration system
  • Monitors accounting process and audits the annual financial statements
  • Reviews adequacy and effectiveness of internal control system and risk management system
  • Discusses financial, investment and liquidity plans

• Reviews and monitors the company's strategy

Transformation and ESG

Committee

  • Reviews and monitors the company's ESG and digitalization strategy
  • Monitors and deals with further transformational and future topics (incl M&A projects)

  • Andreas Rittstieg (Chair)

  • Richard Ridinger
  • Wijnand P. Donkers

Ulrich Harnacke (Chair)

Audit and Compliance

Committee

  • Stefanie Berlinger
  • Suja Chandrasekaran

  • Wijnand Donkers (Chair)

  • Richard Ridinger
  • Ulrich Harnacke

Tasks

Members

Supervisory Board meeting attendance in 2023

Supervisory Board: 5 meetings in 2023 + committee meetings

Supervisory Board

  • 5 Ordinary Meetings п
  • 3 Extraordinary Meetings $\blacksquare$

Audit and Compliance Committee

5 Meetings $\blacksquare$

Nomination and Remuneration Committee

8 Meetings $\blacksquare$

Transformation and ESG Committee

9 Meetings œ.

Ordinary
meetings
Extraordinary
meetings
Audit and
Compliance
Committee
Remuneration
Committee
Nomination and Transformation
and ESG
Committee
Richard Ridinger
(Chair)
5/5 3/3 2/2 2/2 9/9
Dr. Andreas
Rittstieg
5/5 3/3 8/8
Stefanie
Berlinger
5/5 3/3 5/5
Wijnand Donkers 5/5 3/3 8/8 9/9
Ulrich Harnacke 5/5 3/3 5/5 $6/7*$
Sujatha
Chandrasekaran
3/3 2/2 3/3
Doreen Nowotne
(Chair until June 23)
2/2 1/1 6/6 2/2

High level of dedication reflected in meeting attendance (99%)

Appendix

  1. ESG at Brenntag 2. Remuneration system 3. Supervisory Board

  2. Other

Brenntag Share & Shareholder Structure

Share data
ISIN; Stock Symbol; Listed since DE000A1DAHH0; BNR; 29 March 2010
Subscribed capital; Outstanding Shares EUR 147,453,837; 147,453,837
Class of shares; Free float Registered shares; 100%
Official market Prime Standard XETRA and Frankfurt
Regulated unofficial markets Berlin, Düsseldorf, Hamburg, Hannover,
München, Stuttgart, Tradegate Exchange
Indices DAX, MSCI, Stoxx Europe 600, DAX 50 ESG,
DAX ESG Target, S&P Global 1200 ESG
Shareholder 1) Proportion in % Date of notification
Kühne Holding AG $>10\%$ September 1, 2023
Flossbach von Storch AG $>5\%$ June 1, 2023
Wellington Management Group $>5\%$ September 28, 2023
BlackRock, Inc. >3% February 2, 2024
The Capital Group Companies, Inc. >3% September 26, 2023

Shareholdings of identified Institutional Investors by Region3)

1) According to voting rights notifications; Notification date as of the latest trigger of the respective thresholds; All voting rights notifications are published on the Company's Website; 2) As of February 15, 2024; 3) As of December 29, 2023; Rounding differences may occur 4) UK and Ireland; 5) EU: Continental Europe 47

Financial calendar / contact

Date Event Contact
May 14, 2024 Quarterly Statement Q1 2024 Brenntag SE
Corporate Inv
May 23, 2024 Annual General Meeting 2024 Phone: +49 (0
Fax:
E-mail: ir@bi
$+49($
August 13, 2024 Half-Year Financial Report 2024 Web: WWW
November 12, 2024 Quarterly Statement Q3 2024

estor Relations 0) 201 6496 2100 0) 201 6496 2003 renntag.de /.brenntag.com/investor_relations/

The financial calendar is updated regularly. You can find the latest dates on www.brenntag.com/financial calendar Please note that these dates could be subject to change.

Disclaimer

This presentation may contain forward-looking statements based on current assumptions and forecasts made by Brenntag SE and other information currently available to the company. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here.

Brenntag SE does not intend, and does not assume any liability whatsoever, to update these forward-looking statements or to conform them to future events or developments. Some information contained in this document is based on estimates or assumptions of Brenntag SE and there can be no assurance that these estimates or assumptions are or will prove to be accurate.