Brenntag SE — Investor Presentation 2011

Sep 14, 2011

UBS Staff Agencies and Support Services Conference

14 September 2011

Disclaimer

This presentation may contain forward-looking statements based on current assumptions and forecasts made by Brenntag AG and other information currently available to the company Various known and company. 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 AG does not intend, and does not assume any liability whatsoever, to update these forwardlooking statements or to conform them to future events or developments developments.

Brenntag is the global market leader in chemical distribution.

Linking chemical manufacturers and chemical users Brenntag provides business and users, businessto-business distribution solutions for industrial and specialty chemicals globally. With over 10,000 products and a world-class supplier base, Brenntag offers onestop-shop solutions to about 160 000 customers shop 160,000 customers.

Share Price (indexed to 100)

Agenda

1. Key Investment Highlights – Overview

2. Introduction to Brenntag

3. Key Investment Highlights – Details

A Highly Attractive Investment Case

Global Market Leader

Significant Growth Potential in an Attractive Industry

Superior Business Model with Resilience

Excellence in Execution

Highly Experienced Management Team

Strong Financial Profile

Agenda

1. Key Investment Highlights – Overview

2. Introduction to Brenntag

3. Key Investment Highlights – Details

Global Market Leader with Strong Financial Profile

• •Global leader with 6.9%1) market share and sales of €7.6bn in 2010
• • c 12 000 employees thereof nearly 4 400 dedicated local sales and marketing employees c. 12,000employees, 4,400
• •Full-line portfolio of over 10,000 products to about 160,000 customers globally
• •Network of 400+ locations across nearly 70 countries worldwide
• • c 3 5 million usually less-than-truckload deliveries annually with average value of ^c €2 000 c. 3.5

1) As per end 2008: BCG Market Report (January 2010)

• 2) 2005: Brenntag Predecessor
• 3) 2006: Brenntag and Brenntag Predecessor Combined

4) 2009: EBITDA includes expense items relating to the early termination of a multi-year incentive program.

As a Full-line Distributor, Brenntag can Add Significant Value

Chemical Distributors Fulfill a Value-Adding Function in the Supply Chain

• • Purchase transport and storage of large-scale quantities of diverse chemicals Purchase, of large scale
• Several thousand suppliers globally
• Full-line p p , py roduct portfolio of 10,000+ industrial and s pecialt y chemicals
• –Network of 400+ locations worldwide

Chemical Distributors Fulfill a Value-Adding Function in the Supply Chain

• • Repackaging from large into smaller quantities
• •Filling, labelling, bar-coding and palletizing
• •Marketed by nearly 4,400 dedicated local sales and marketing employees
• • Mi i d bl di di t t ifi i t xing an blending according to customer specific requiremen s
• •Formulating and technical support from dedicated application laboratories

Chemical Distributors Fulfill a Value-Adding Function in the Supply Chain ValueAdding

• • Leveraging high route density based on local scale
• •Providing just-in-time delivery and vendor-managed inventory service
• •Utilizing transportation for drum return service
• •Offering one-stop-shop solution

Agenda

1. Key Investment Highlights – Overview

2. Introduction to Brenntag

3. Key Investment Highlights – Details

3. Key Investment Highlights – Details Significant Growth Potential in an Attractive Industry

Third Party Chemical Distribution Outgrew Total Chemical Demand

Third Party Chemical Distribution Opportunity

BCG Market Report (January 2010) 1) Excluding non-distribution relevant products like ethylene

Multiple Levers of Organic Growth and Acquisition Potential

Significant organic and acquisition growth potential

Global Market Leader 3. Key Investment Highlights – Details

A Global Full-line Third Party Chemical Distribution Network Fullline

Third Party Chemical Distribution Estimated Market Size and Market Shares

gy g , gy

As per end 2008: BCG Market Report (January 2010), Brenntag's market share in Asia Pacific updated for acquisition of EAC Industrial Ingredients 1) Global includes not only the four regions shown above, but also RoW

2) Former Ashland Distribution. Only 49% of Ashland Distribution revenues sourced from distribution of chemicals (Annual Report September 2009)

Significant Potential for Consolidation and External Growth

Building Up Scale And Efficiencies

Expand Geographic Coverage

Improving Full-Line Portfolio

Brenntag's Acquisition Track Record

• • 100 transactions since 1991 thereof 29 1991, since 20071) until June 2011
• • Total cost of acquisitions2) of €413 m since 2007 – June 2011
• • Average investment amount of €14m per transaction until June 2011
• • Synergy potential from cross-selling and cost saving opportunities mainly due to building up of scale and improved efficiency of acquisitions
• • Market remains highly fragmented f ilit ti i ifi t f th lid tifacilitating significant further consolid ation potential

1) Without acquisitions performed by JV-Crest; including acquisitions performed until June 2011; without acquisitions Zhong Yung (not closed until June 2011) and Brenntag Polska (no acquisition in the sense of IFRS 3)

2) Purchase price paid excluding debt assumed.

Strategic Market Entry in China

• •Acquisition of Zhong Yung (International) Chemicals
• • Signing of purchase agreement to acquire the first tranche of 51% on 09th June 2011, closing on 17th August 2011
• •Acquisition of the remaining stake is scheduled for 2016
• • Estimated enterprise value for the first tranche of 51% of the shares is EUR 43m, to be finally determined on the basis of the EBITDA 2011
• • Zhong Yung is focused on the distribution of solvents with established commercial and log yg istical infrastructure in the ke y economic re gions in China

i E U R n m	2 0 1 1 e
S l a e s
G P f i t r o s s r o	2 6. 0
E B I T D A	1 1. 3
C t u s o m e r s	2, 0 0 0 ~
S l i u p p e r s	1 0 0 >

Expansion of product portfolio into base oils and lubricant additives

• • Acquisition Multisol Group Limited, a specialty chemical distributor of high value specialty chemicals, in September 2011
• • Completion is expected in November 2011, depending on usual merger approvals
• •Estimated enterprise value is GBP 112.1m
• • Multisol provides a further expansion of product portfolio into lubricant additives and high quality base oils
• • Multisol expands Brenntag's mixing and blending capabilities
• • Multisol'sg gp p p eo gra phic presence in Western Euro pe as well as in Central and Eastern Europe and Africa complements Brenntag's existing infrastructure and logistics network to drive sales growth

i G B P n m	2 0 1 2 e
S l a e s	2 3 8
G f P i t r o s s r o	3 9
E B I T D A	1 9

Superior Business Model with Resilience 3. Key Investment Highlights – Details

Diversity Provides Resilience and Growth Potential

Data for end-markets, customers, products and suppliers as per Management estimates 1) Adhesives, coatings, elastomers, sealants

Permits and licences

Infrastructure availability

Know-how

Rationalization of distribution relationships distribution

Global reach

Regulatory standards Significant capital d tiresources an time required to create a global full-line g distributor

Strong Financial Profile 3. Key Investment Highlights – Details

Growth Track Record and Resilience Through the Downturn

1) 2005: Brenntag Predecessor

2) 2006: Brenntag and Brenntag Predecessor Combined and does not constitute pro forma financial information

3) 2009 EBITDA includes expense items relating to the early termination of a multi-year incentive program.

Strong Financial Profile 3. Key Investment Highlights – Details

Strong Earnings Growth Trajectory into 2011 into

Income Statement Q2 2011

i i E E U U R R n m	Q 2 2 0 1 1	Q 2 2 0 1 0	∆	F X ∆ d j t d a u s e	2 0 1 0
S l a e s	2, 1 7 3. 4	1, 9 5 3. 8	% 1 1. 2	% 1 5. 9	7, 6 4 9. 1
C f G S t d l d o s o o o s o	1, 7 2 9. 6 -	1, 5 3 4 6 -	% 1 2 7		6, 0 1 2 7 -
G P f i t r o s s r o	4 4 3. 8	4 1 9. 2	5. 9 %	1 0. 8 %	1, 6 3 6. 4
E x p e n s e s	2 7 6. 7 -	2 6 6. 4 -	3. 9 %		1, 0 3 8. 8 -
E B I T D A	1 6 7. 1	1 5 2 8	9. 4 %	1 5. 2 %	5 9 7. 6
) 1 C A d d b k T t i t a c r a n s a c o n o s s	0. 6	0. 2			5. 0
O t i E B I T D A p e r a n g	1 6 7 7.	1 3 0. 5	9 %. 6	1 %. 4 5	6 0 2 6.
O t i E B I T D A / G p e r a n g r o s s f P i t r o	% 3 7. 8	% 3 6. 5			% 3 6. 8

1) Transaction costs are costs related to restructuring and refinancing under company law.

Income Statement Q2 2011 (continued)

i E U R n m	Q 2 2 0 1 1	Q 2 2 0 1 0	∆	2 0 1 0
E B I T D A	1 6 1 7.	1 2 8 5	9. 4 %	9 6 5 7.
D i i t e p r e c a o n	2 1. 4 -	2 0. 9 -	2 4 %	8 4 0 -
E B I T A	1 4 5. 7	1 3 1. 9	1 0. 5 %	5 1 3. 6
1 ) A i i t t m o r z a o n	5. 4 -	3 2 8 -	8 3. 5 % -	1 0 4 6 -
E B I T	1 4 0. 3	9 9. 1	4 1. 6 %	4 0 9. 0
F i i l R l t n a n c a e s u	3 6. 7 -	3 1 5. -	4 6 %	1 2 7 7. -
E B T	1 0 3. 6	6 4 0	6 1. 9 %	2 3 1. 8
P P f f i i f f t t t t t t r o a e r a x	6 6. 7	3 8 7.	4 %. 7 7	1 4 6 6.

1) This figure includes scheduled amortization of customer relationships totaling EUR 3.4 million (prior period: EUR 30.7 million). Of the amortization of customer relationships, in the prior period EUR 27.0 million resulted from the amortization of customer relationships which were capitalized on the acquisition of the Brenntag Group by funds advised by BC Partners Limited, Bain Capital, Ltd. and subsidiaries of Goldman Sachs International at the end of the third quarter of 2006. These customer relationships were fully amortized over four years until September 30, 2010.

Balance Sheet and Leverage Q2 2011

in EUR m	30 June 2011	31 March 2011	31 Dec 2010	31 Dec 2009
Financial liabilities1)	1,729.8	1,726.7	1,783.8	2,436.3
./. Cash and cash equivalents	259.2	349.8	362.9	602.6
Net Debt	1,470.6	1,376.9	1,420.9	1,833.7
Net Debt / Operating EBITDA 2)	2.3x	2.2x	2.4x	3.6x
Equity	1,631.1	1,642.0	1,617.9	172.3

1) Excluding shareholder loan in an amount of EUR 702.2m for 31 Dec 2009. No shareholder loan was in place as of 31 Mar 2010 and subsequent quarters.

2) Operating EBITDA for the quarters on LTM basis; 2009 adjusted for expense items relating to the early termination of a multi-year incentive program.

1) Syndicated loan, bond and liabilities under the international accounts receivable securitization program excluding accrued interest and transaction costs (on the basis of exchanges rates on June 30, 2011)

Strong Financial Profile 3. Key Investment Highlights – Details

Segments Q2 2011

i E U R n m		E r o p e u	N t h o r A i m e r c a	L t i a n A i m e r c a	A i s a f P i i a c c	A l l t h o e r t s e g m e n s	G r o p u
E l S l t x e r n a a e s	Q 1 2 2 0 1	1 1, 1 1 3 3 0 0. 0 0	6 6 4 4.	1 9 6 1.	8 3 4.	9 9. 5	2 4 , 1 3 7
	Q 2 2 0 1 0	1, 0 0 9. 5	6 4 5. 5	1 8 8. 3	2 0. 1	9 0. 4	1, 9 5 3. 8
	∆	1 1. 9 %	2 9 %	4 1 %	1 0 0 % >	1 0. 1 %	1 1. 2 %
	F X ∆ d j d t a u s e	1 1. 4 %	1 4 8 %	1 2 8 %	1 0 0 % >	1 0. 1 %	1 9 % 5.
O t i p e r a n g
G f P i t r o s s r o	Q 2 2 0 1 1	2 3 2 2	1 6 0. 6	3 8. 0	1 8. 7	4 1	4 5 3. 6
	Q 2 2 0 1 0	2 2 0. 0	1 6 2 2	3 7. 2	5. 6	3. 9	4 2 8. 9
	∆	% 5. 5	1. 0 % -	2 2 %	1 0 0 % >	1 % 5.	8 % 5.
	F X ∆ d j d t a u s e	1 % 5.	1 0. 2 %	1 1. 2 %	1 0 0 % >	1 % 5.	1 0. 6 %
O i E B I T D A t p e r a n g	Q 2 2 0 1 1	8 2 3	6 9. 6	1 3. 0	8. 4	5. 6 -	1 6 7. 7
	Q 2 2 0 1 0	4 0 7	6 9. 7	1 2 5	2 1	3 5. -	1 3. 0 5
	∆	1 1. 2 %	0. 1 % -	4 0 %	1 0 0 % >	5. 7 %	9. 6 %
	F X ∆ d d j j t t d d a s e u	1 1. 0 %	1 0. 9 %	1 1. 9 %	1 0 0 % >	5. 7 %	1 5. 4 %

A Highly Attractive Investment Case

Global Market Leader

Significant Growth Potential in an Attractive Industry

Superior Business Model with Resilience

Excellence in Execution

Highly Experienced Management Team

Strong Financial Profile