Brenntag SE — Investor Presentation 2016

Aug 25, 2016

Company Presentation

▌ August 2016

Corporate Finance & Investor Relations

Brenntag – The global market leader in chemical distribution IN A NUTSHELL

Brenntag is the global market leader in chemical distribution.

Connecting chemical manufacturers and chemical users, Brenntag provides businessto-business distribution solutions for industrial and specialty chemicals globally.

With over 10,000 products and a world-class supplier base, Brenntag offers one-stop-shop solutions to around 180,000 customers.

Company Presentation AGENDA

▌Introduction to Brenntag

▌Key investment highlights

▌Financials Q2 2016

▌Outlook

▌Appendix

Global market leader with strong financial profile BRENNTAG OVERVIEW

• Global leader with 5.9%*) market share and sales of EUR 10.3 bn in 2015
• More than 14,000 employees, thereof 1/3 dedicated local sales and marketing employees
• Full-line portfolio of over 10,000 products to around 180,000 customers globally
• Network of 530+ locations in 74 countries worldwide
• Usually less-than-truckload deliveries with average value of c. EUR 2,000

*) As per end 2012: BCG Market Report (July 2013) Notes: 2005: Brenntag predecessor; 2006: Brenntag and Brenntag predecessor combined

BUSINESS MODEL

Chemical distributors fulfil a value-adding function in the supply chain

Purchase, transport and storage of large-scale quantities of diverse chemicals

• Several thousand suppliers globally
• Full-line product portfolio of 10,000+ industrial and specialty chemicals
• Network of 530+ locations worldwide

Chemical distributors fulfil a value-adding function in the supply chain BUSINESS MODEL

• Repackaging from large into smaller quantities
• Filling, labelling, bar-coding and palletizing
• Marketed by more than 5,000 dedicated local sales and marketing employees
• Mixing and blending according to customer specific requirements
• Formulating and technical support from dedicated application laboratories

Chemical distributors fulfil a value-adding function in the supply chain BUSINESS MODEL

• 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

DISTRIBUTION MODEL

As a full-line distributor, Brenntag can add significant value

Chemical distribution differs substantially from chemical production DISTRIBUTOR VS. PRODUCER

	"What we are"	"What we are not"
		Chemical Producer
Business model	B2B Services / Solutions	Manufacturing
Product portfolio	Full-line	Narrow
Customer base	Broad in diverse end-markets	Narrow
Customer order size	Small	Large
Delivery method	Less-than-truckload	Truckload and larger
Fixed assets	Low intensity	High intensity
Fixed asset flexibility	Multi-purpose	Narrow purpose
Cost base	Variable	Fixed
Raw material prices	Market	Contract
Input / Output pricing	Connected	Disconnected

Company Presentation AGENDA

• ▌Introduction to Brenntag
• ▌Key investment highlights
• ▌Financials Q2 2016
• ▌Outlook
• ▌Appendix

Brenntag is a highly attractive investment case INVESTMENT HIGHLIGHTS

Key investment highlights 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

Third party chemical distribution estimated market size and market shares GLOBAL MARKET LEADER

Global1)	Europe	North America	Latin America	Asia Pacific
~EUR 165bn	~EUR 43bn	~EUR 30bn	~EUR 17bn	~EUR 63bn
Brenntag 5.9	Brenntag 10.4	Univar 19.3	Brenntag 5.1	Sinochem 3.8
Univar 4.7	Univar 4.2	Brenntag 10.4	quantiQ 2.6	ICC 1.2 Chemical
2) Nexeo 1.9	Azelis 2.9	2) Nexeo 9.3	M.Cassab 1.5	Brenntag 1.1
Top 3 12.5%	Top 3 17.5%	Top 3 39.0%	Top 3 9.2%	Top 3 6.1%

Still highly fragmented market with more than 10,000 chemical distributors globally

As per end 2012: BCG Market Report (July 2013)

1) Global includes not only the four regions shown above, but also RoW

2) Former Ashland Distribution.

MARKET GROWTH

Third party chemical distribution outgrew total chemical demand

THIRD PARTY CHEMICAL DISTRIBUTION OPPORTUNITY

BCG Market Report (July 2013)

1) Excluding non-distribution relevant products like ethylene

Multiple levers of organic growth and acquisition potential GROWTH DRIVERS

	Growth driver	Brenntag global initiative
Chemical distribution industry growth	 Growth in chemical demand  Outsourcing  Value-added services	 Diverse business mix  Turned-over business  Mixing and blending
Scale distributor share gain	 Share gain by scale distributors	 Key accounts
Brenntag share gain	 Brenntag business mix  Acquisition growth	 Focus industries  M&A strategy

Significant organic and acquisition growth potential

Significant potential for consolidation and external growth ACQUISITION OBJECTIVES

Building up scale and efficiencies

Expand geographic coverage

Improving fullline portfolio

Brenntag's acquisition track record

• 142 transactions since 1991, thereof 71 since 20071)
• Total cost of acquisitions2) of EUR 1,523m from 2007 to August 2016
• Average investment amount of EUR 21m per transaction from 2007 to August 2016
• 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 facilitating significant further consolidation potential

1) Without acquisitions performed by JV-Crest; including acquisitions performed until August 2016 2) Purchase price paid excluding debt assumed

Diversity provides resilience and growth potential HIGH DIVERSIFICATION

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

BARRIERS TO ENTRY

High barriers to entry due to critical scale and scope

Permits and licences
Infrastructure availability	Significant
Regulatory standards	capital resources and
Know-how	time required to create a global full-line
Rationalization of distribution relationships	distributor
Global reach

MARKET DRIVEN

Excellence in execution due to balance of global scale and local reach

Global platform	Local reach
Core management functions  Strategic direction  Controlling and Treasury  Information Technology  Quality, Health, Safety, Environment Strategic growth initiatives  Strategic supplier relationships  Turned-over business  Focus industries  Key accounts  Mergers & Acquisitions Best practice transfer	 Better local understanding of market trends and adaptation to respective customer needs  Entrepreneurial culture  Clear accountability  Strong incentivization with high proportion of variable compensation of management

HIGHLY EXPERIENCED MANAGEMENT TEAM

Steven Holland, CEO

Region Latin America, Corp. Communications, Development, HR, HSE, Internal Audit, M&A, Compliance

Karsten Beckmann

Region Europe, Middle East & Africa, Global Accounts

Georg Müller, CFO

Corp. Accounting, Controlling, Finance & IR, IT, Legal, Risk, Management, Tax, Brenntag International Chemicals

Markus Klähn Region North America

Henri Nejade Region Asia Pacific, Global Sourcing

Growth track record and resilience through the downturn STRONG FINANCIAL PROFILE

Notes: 2005: Brenntag predecessor; 2006: Brenntag and Brenntag predecessor combined and does not constitute pro forma financial information. EBITDA / Gross Profit adjusted for non-recurring effects: 2012 = 11m, 2013 = 17m

Brenntag is a highly attractive investment case INVESTMENT HIGHLIGHTS

Key investment highlights

	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

Company Presentation AGENDA

• ▌Introduction to Brenntag
• ▌Key investment highlights
• ▌Financials Q2 2016
• ▌Outlook
• ▌Appendix

Introductory remarks to Q2 2016 earnings HIGHLIGHTS Q2 2016

Macro Economy	Moderate development in Europe. North America with continuing weak trend. Latin America with challenging conditions overall. Ongoing growth in Asia Pacific.
Gross profit	Gross profit of EUR 603.6m growing at +3.1% (+6.3% fx adjusted).
Operating EBITDA	Operating EBITDA of EUR 215.8m stable at +0.2% (+3.3% fx adjusted).
EPS	Earnings per Share of EUR 0.66 (-4.3%).
Acquisitions	Signing of the Warren Chem acquisition in South Africa. Purchase of the the remaining 49% outstanding shares of Zhong Yung in China.

Acquisitions in South Africa and China HIGHLIGHTS Q2 2016

Target	Rationale	Indicative annual EBITDA contribution (m EUR)	Investment Amount (m EUR)
Warren Chem Pty Ltd. , South 1) Africa	Established Specialty chemicals distributor perfectly complements existing product portfolio and expanding local presence in the region	3.3	~24
Zhong Yung, China (purchase of 49%, now 100% owned by Brenntag)	Zhong Yung is active in the key economic regions in China. The company performed well over the years and is an ideal platform for future growth. Brenntag acquired the remaining 49% stake as per the agreement from 2011.	Zhong Yung has already been fully consolidated	~62

Total Enterprise Value of ~EUR 130m (for M&A in 2016)

Average EV/EBITDA multiple of ~6.2x (excl. Zhong Yung)

1) Closing expected in Q3

Income statement FINANCIALS Q2 2016

in EUR m	Q2 2016	Q2 2015	∆	∆ FX adjusted	2015
Sales	2,664.0	2,691.4	-1.0%	2.0%	10,346.1
Cost of goods sold	-2,060.4	-2,106.1	-2.2%		-8,080.1
Gross profit	603.6	585.3	3.1%	6.3%	2,266.0
Expenses	-387.8	-369.9	4.8%		-1,458.6
Operating EBITDA	215.8	215.4	0.2%	3.3%	807.4
Op. EBITDA / Gross profit	35.8%	36.8%			35.6%

Operating EBITDA bridge: Q2 2015 to Q2 2016 FINANCIALS Q2 2016

Brenntag AG - Company Presentation 26

Income statement (continued) FINANCIALS Q2 2016

in EUR m	Q2 2016	Q2 2015	∆	2015
EBITDA	215.8	215.4	0.2%	807.4
Depreciation	-28.4	-27.2	4.4%	-108.7
EBITA	187.4	188.2	-0.4%	698.7
1) Amortization	-12.0	-9.8	22.4%	-36.9
EBIT	175.4	178.4	-1.7%	661.8
Financial result 2)	-19.4	-17.8	-9.0%	-112.5
EBT	156.0	160.6	-2.9%	549.3
Profit after tax	102.1	108.1	-5.6%	368.1
EPS	0.66	0.69	-4.3%	2.36
EPS excl. Amortization and Zhong 3) Yung liability	0.71	0.74	-4.1%	2.68

1) Includes scheduled amortization of customer relationships amounting to EUR 9.2m in Q2 2016 (EUR 7.6m in Q2 2015 and EUR 27.7 million in 2015).

2) Thereof EUR -0.1m in Q2 2016 (EUR -0.7m in Q2 2015) are related to a change of the purchase price obligation for Zhong Yung (International) Chemical Ltd., which has to be recorded in the income statement according to IFRS (EUR -23.4m in 2015).

3) Adjusted for the net effect of amortizations and changes in the purchase price obligation for the outstanding 49% in Zhong Yung (International) Chemical Ltd.

Cash flow statement FINANCIALS Q2 2016

in EUR m	Q2 2016	Q2 2015	2015
Profit after tax	102.1	108.1	368.1
Depreciation & amortization	40.4	37.0	145.6
Income taxes	53.9	52.5	181.2
Income tax payments	-45.2	-56.9	-174.2
Interest result	21.8	18.2	71.5
Interest payments (net)	-16.2	-10.2	-67.2
Changes in current assets and liabilities	-32.2	-35.3	60.6
Change in purchase price obligation/IAS 32	0.4	0.9	24.9
Other	-10.0	-7.7	-16.8
Cash provided by operating activities	115.0	106.6	593.7

Cash flow statement (continued) FINANCIALS Q2 2016

in EUR m	Q2 2016	Q2 2015	2015
Purchases of intangible assets and property, plant & equipment (PPE)	-25.7	-20.7	-126.7
Purchases of consolidated subsidiaries and other business units	-15.0	-18.8	-500.8
Other	1.2	1.7	5.9
Cash used for investing activities	-39.5	-37.8	-621.6
Capital increase	-	-	-
Payments in connection with the capital increase	-	-	34.3
Purchases of companies already consolidated	-41.4	-	-
Profits distributed to non-controlling interests	-1.0	-1.3	-1.9
Dividends paid to Brenntag shareholders	-154.5	-139.1	-139.1
Repayment of (-)/proceeds from (+) borrowings (net)	-2.1	-123.7	218.7
Cash used for financing activities	-199.0	-264.1	112.0
Change in cash & cash equivalents	-123.5	-195.3	84.1

Balance Sheet as of June 30, 2016 FINANCIALS Q2 2016

in EUR m

6,983		6,983
463	Cash and cash
1,573	equivalents	2,231	Financial liabilities
353	Trade receivables		Trade payables
881	Other assets	1,127	Other liabilities
	Inventories	366 160	Other provisions
2,762	1) Intangible assets	431	Other
	Property, plant and equipment	2,668	Equity
951
Assets		Liabilities and Equity

1) Of the intangible assets as of June 30, 2016, some EUR 1,271 million relate to goodwill and trademarks that were capitalized as part of the purchase price allocation performed 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 in addition to the relevant intangible assets already existing in the previous Group structure.

Balance Sheet and leverage FINANCIALS Q2 2016

in EUR m	30 June 2016	31 Mar 2016	31 Dec 2015
Financial liabilities	2,230.5	2,211.1	2,255.2
./. Cash and cash equivalents	463.4	580.2	579.1
Net Debt	1,767.1	1,630.9	1,676.1
1) Net Debt/Operating EBITDA	2.2x	2.0x	2.1x
Equity	2,668.0	2,698.4	2,690.5

Financial stability of Brenntag Group FINANCIALS Q2 2016

• Business demonstrates ability to de-leverage constantly

• Investment grade ratings from Standard & Poor's ("BBB") and Moody's ("Baa3")

• Balanced and long-term maturity profile

• High flexibility due to undrawn revolving credit facility of EUR 600m
• 1) Net debt defined as current financial liabilities plus non-current financial liabilities less cash and cash equivalents.

Working capital FINANCIALS Q2 2016

in EUR m	30 June 2016	31 Mar 2016	31 Dec 2015
Inventories	880.5	866.3	897.1
+ Trade receivables	1,572.8	1,494.3	1,426.5
./. Trade payables	1,126.7	1,077.1	1,055.5
Working capital (end of period)	1,326.6	1,283.5	1,268.1
(year-to-date) 1) Working capital turnover	8.1x	8.1x	8.0x
Working capital turnover (last twelve months) 2)	7.9x	7.9x	8.0x

• 1) Using sales on year-to-date basis and average working capital year-to-date.
• 2) Using sales on LTM basis and average LTM working capital.

Free cash flow FINANCIALS Q2 2016

in EUR m	Q2 2016	Q2 2015	∆	∆	2015
EBITDA	215.8	215.4	0.4	0.2%	807.4
Capex	-26.5	-22.7	-3.8	16.7%	-130.1
∆ Working capital	-24.6	-25.6	1.0	-3.9%	87.0
Free cash flow	164.7	167.1	-2.4	-1.4%	764.3

Segments FINANCIALS Q2 2016

in EUR m		EMEA	North America	Latin America	Asia Pacific	All other segments	Group
Operating gross profit	Q2 2016	278.8	246.3	42.9	45.6	3.8	617.4
	Q2 2015	263.8	243.9	50.5	36.9	4.0	599.1
	∆	5.7%	1.0%	-15.0%	23.6%	-5.0%	3.1%
	∆ FX adjusted	8.3%	3.5%	-9.1%	31.2%	-5.0%	6.2%
Operating EBITDA	Q2 2016	100.5	93.2	11.4	17.3	-6.6	215.8
	Q2 2015	92.9	98.4	16.1	13.7	-5.7	215.4
	∆	8.2%	-5.3%	-29.2%	26.3%	15.8%	0.2%
	∆ FX adjusted	11.2%	-3.1%	-24.2%	33.1%	15.8%	3.3%

FINANCIALS Q2 2016

Update North America: Trends in Gross Profit with Oil & Gas customers and industrial production

Total 2014 = USD 299m Total 2015 = USD 260m

At constant FX Rates; IP Growth US source: Board of Governors of the Federal Reserve System

Segments FINANCIALS H1 2016

in EUR m		EMEA	North America	Latin America	Asia Pacific	All other segments	Group
Operating gross profit	H1 2016	546.4	490.5	86.5	87.5	6.9	1,217.8
	H1 2015	520.2	471.7	100.2	70.3	7.9	1,170.3
	∆	5.0%	4.0%	-13.7%	24.5%	-12.7%	4.1%
	∆ FX adjusted	7.1%	4.7%	-7.5%	31.0%	-12.7%	6.2%
Operating EBITDA	H1 2016	188.8	177.8	23.8	32.2	-14.7	407.9
	H1 2015	181.1	186.3	31.5	24.8	-13.3	410.4
	∆	4.3%	-4.6%	-24.4%	29.8%	10.5%	-0.6%
	∆ FX adjusted	6.7%	-4.1%	-18.8%	35.9%	10.5%	1.4%

Company Presentation AGENDA

▌Introduction to Brenntag

▌Key investment highlights

▌Financials Q2 2016

▌Outlook

▌Appendix

OUTLOOK

	2015 H1 2016	Comments	Trend 2016
Gross profit	EUR 2,266m EUR 1,190m	 Meaningful increase expected due to the acquisitions carried out in 2015 and higher volumes  All regions are expected to support the performance albeit to different degrees (Latin America excl. Venezuela).
Operating EBITDA	EUR 807m EUR 408m	 Guidance range: EUR 800m to EUR 840m for the full year 2016.
Profit after tax	EUR 368m EUR 168m	 General development driven by growth of operating EBITDA.  Negative impact from asset-write-off in Venezuela.

OUTLOOK

	2015 H1 2016	Comments	Trend 2016
Working capital	EUR 1,268m EUR 1,327m	 To a large extent a function of sales growth  Expected to grow significantly in 2016
Capex	EUR 130m EUR 44m	 Capex spending increase to ca. EUR 150m driven by projects for business expansion.
Free Cash Flow	EUR 764m EUR 296m	 As the reduction in working capital of 2015 is not expected to be repeated in 2016, we expect a reduction in free cash flow of more than 10% despite the positive EBITDA development.

Company Presentation AGENDA

• ▌Introduction to Brenntag
• ▌Key investment highlights
• ▌Financials Q2 2016
• ▌Outlook
• ▌Appendix

Contents APPENDIX

	Page
Longstanding history of more than 140 years	44
Top initiative
Turned-over business 	46
Focused segment growth 	47
Key accounts 	48
North America – Efficient hub & spoke system	49
North America – Oil & Gas Value Chain	50
Committed to health, safety and the environment	51
Acquisitions have achieved three main objectives	52
Asia Pacific – Clearly defined strategy	53
China – Strategic market entry in 2011	54

Contents (continued) APPENDIX

	Page
Financials FY 2015	55
Dividend proposal	65
Financials 2008 – 2015	66
Shareholders exceeding the 3% or 5% thresholds as of May 2016	68
Share data	69
Bond data	70
Financial calendar	71
Contact	72

Longstanding history of more than 140 years BRENNTAG HISTORY

Year	Event
1874	Philipp Mühsam founds the business in Berlin
1912	Entry into chemical distribution business
1966	Brenntag becomes international, acquiring Balder in Belgium
1970 – 1979	US business established; continued acquisitions in European and North American chemicals distribution business
1980 – 1989	Further expansion in North America
1990 – 2000	Expansion in Europe via acquisitions; takeover of Neuber Group in Austria establishes foothold in Central and Eastern Europe
2000	Acquisition of Holland Chemical International, at the time the fifth largest chemical distributor worldwide, providing global scale and a leading position in Latin America

Longstanding history of more than 140 years BRENNTAG HISTORY (CONT.)

Year	Event
2000 – 2008	Becoming global market leader; acquisition of LA Chemicals (US, 2006), Schweizerhall (Switzerland, 2006) and Albion (UK and Ireland, 2006)
2008	Acquisition of Rhodia's distribution activities in 8 countries, establishing Asia Pacific platform
2010	IPO; acquisition of EAC Industrial Ingredients, substantially strengthening presence in Asia Pacific
2011	Market entry in China
2012	The free float of the Brenntag AG share reached 100% of the share capital, after final placement of Brachem Acquisition S.C.A.
2015	Acquisition of J.A.M. (USA) and G.H. Berlin Windward (USA): Strategic expansion of lubricants business in USA

Substantially increase supplier penetration by proactively taking over smaller customers from suppliers TOP INITIATIVE – TURNED-OVER BUSINESS

TOP INITIATIVE – FOCUSED SEGMENT GROWTH

Significantly increase share in customer industries where Brenntag can achieve above average growth

1) Adhesives, coatings, elastomers, sealants

Brenntag AG - Company Presentation 47

Increase business with pan-regional/global key customers based on increased demand TOP INITIATIVE – KEY ACCOUNTS

Concept

• Management believes amount spent by customers on chemical distribution may be 15% to 25% of their total chemical spending
• Partnering with an international distributor can greatly reduce the cost and time of supplier management, allowing customer procurement to focus on strategic materials
• International distribution can bundle customers' global usage to simplify the interaction with producers
• Knowledge gain at one customer site can be rapidly transferred to all other sites, thus lessening project development time, approval of alternate sources, or implementing best-in-class logistics
• One contract or working document applies to all business interactions leading to quicker implementation, reduced misunderstandings and elimination of regional differences
• An international distributor can grow with the customer as the customer enters new geographical and business markets
• Global corporations want to partner with a supplier that provides the security of a robust and uniform Sustainability Program, and Ethical work processes

Customers who take advantage of Brenntag's truly global network contributed EUR 1,308m of sales in 2015

Efficient management of stock and storage utilization NORTH AMERICA – EFFICIENT HUB & SPOKE SYSTEM

• Larger distribution sites ("hubs") are fully equipped with tanks, filling stations, mixing and blending facilities and storage facilities for packaged products
• Smaller distribution sites ("spokes") represent warehouse facilities for packaged products that are supplied from the larger sites

1) BEA Bureau of Economic Analysis

Oil and Gas Value Chain NORTH AMERICA

HSE

Committed to health, safety and the environment

Committed to the principles of Responsible Care/Responsible Distribution1)

• Product responsibility
• Plant safety
• Occupational safety and health
• Comprehensive environment protection (air, water, soil, raw materials, waste)
• Transport safety

Brenntag Approach
Programs and regular training	Clear guidelines and procedures	Appropriate equipment	Behaviour based safety	Regular reporting to Board

1) Program of the International Council of Chemical Trade Associations

Acquisitions have achieved three main objectives ACQUISITION HISTORY

Building up scale & efficiencies	Expanding geographic coverage	Improving full-line portfolio
 Biesterfeld, Germany, 2002  Albion, UK and Ireland, 2006  Schweizerhall, Switzerland, 2006  Quadra and LA Chemicals, Western US, 2006  Ulrich Chemicals, Mid-South US, 2007  Houghton Chemicals, North-Eastern US, 2010  G.S. Robins, Northern US, 2011  The Treat-Em-Rite Corporation, Coastal US, 2012  Kemira Water Denmark A/S, Denmark, 2014  Philchem, Inc., Houston, Texas, USA 2014	 Neuber, CEE, 2000  Holland Chemical Intl., Canada/LA/Nordic, 2000  Group Alliance, North Africa, 2005  Dipol, Ukraine & Russia, 2008  Rhodia, Asia, 2008  EAC Industrial Ingredients, Asia, 2010  Zhong Yung (International) Chemical, China, 2011  ISM/Salkat Group, Asia, 2012  Quimicas Merono, Spain, 2015  TAT Group, Singapore, Asia, 2015  Trychem FZC, Dubai, UAE, 2015  Whanee Corporation, South Korea 2016	ACES1),2 distributors  in UK and Canada, 2004 & 2007  Food, 6 distributors in EU & LA, 2005-09  Oil & Gas, 3 distributors in NA, 2005-08  Food, Riba (Spain), Amco (Mexico), 2010 & 2011  Lubricant additives, Multisol (UK), 2011  C & C, Food, Delanta, LA, 2012  Water treatment, Altivia Corp., NA, 2012  Lubricants, Lubrication Serv., NA, 2013  Biotech & Food, Zytex, India, 2013  Solvents, Gafor, Brazil, 2014  Food, Chimab, Italy, 2014  Specialties, SurtiQuímicos, Colombia 2014  Industrial chemicals, Fred Holmberg & Co AB, Sweden, 2014  Food, Lionheart, ZA, 2015  Cosmetics, Parkoteks Kimya, Turkey, 2015  Lubricants, J.A.M.+ Berlin-Windwardin NA, 2015  Leis Polytechnik + ACU, Germany, 2016  Plastichem, South Africa, 2016

1) Adhesives, coatings, elastomers, sealants

Clearly defined strategy ASIA PACIFIC

Brenntag's goal: Full-line distribution in Asia Pacific with access to various markets

CHINA

Strategic market entry in 2011

• Acquisition of Zhong Yung (International) Chemical Ltd.
• Purchase of the first tranche of 51% end of August 2011 and consolidation since Sept. 1, 2011
• Acquisition of the remaining stake is contracted for 2016
• Zhong Yung is focused on the distribution of solvents with established commercial and logistical infrastructure in the key economic regions in China

Introductory remarks to 2015 earnings HIGHLIGHTS 2015

Macro Economy	Moderately positive momentum in Europe. Ongoing weakness in North America. Latin America remains challenging and positive picture in Asia.
Gross profit	Gross profit of EUR 2,266.0m with a growth of 11.8% (2.4% fx adjusted)
EBITDA	Operating EBITDA of EUR 807.4m with growth of 11.1% (0.7% fx adjusted) is at upper end of guidance range of EUR 790m to 810m
Free Cash Flow	Strong free cash flow of EUR 764.3m (+46.5% vs. previous year)
EPS	Earnings per share of EUR 2.36 / adjusted earnings per share of EUR 2.68
Dividend	Proposed dividend payment of EUR 1.00 per share represents increase of 11.1%
Acquisitions	Execution of value accretive acquisitions with a total Enterprise Value of more than EUR 550m

HIGHLIGHTS 2015

Succesful execution of M&A strategy in 2015

Total Enterprise Values acquired of > EUR 550m in 2015

Main acquisitions:

• J.A.M. (USA) and G.H. Berlin Windward (USA): Strategic expansion of lubricants business in USA / both companies are TOP 5 players in that market
• TAT Group (Singapore): Strategic step within market for distribution of Industrial Chemicals in South East Asia
• Bolt-on acquisitions in Europe: Fred Holmberg (Sweden), Quimicas Meroño (Spain), Parkoteks (Turkey),
• Lionheart (South Africa): Expansion of Specialty Chemicals business in South Africa
• Trychem (Dubai): Strategic market entry into Middle East

Acquisitions enhance our product and services portfolio and improve our geographical coverage

Income statement FINANCIALS 2015

in EUR m	2015	2014	∆	∆ FX adjusted
Sales	10,346.1	10,015.6	3.3%	-4.6%
Cost of goods sold	-8,080.1	-7,988.1	1.2%
Gross profit	2,266.0	2,027.5	11.8%	2.4%
Expenses	-1,458.6	-1,300.6	12.1%
EBITDA	807.4	726.9	11.1%	0.7%
1) Add back transaction costs	-	-0.2
Operating EBITDA	807.4	726.7	11.1%	0.7%
Operating EBITDA/Gross profit	35.6%	35.8%

1) Transaction costs are costs connected with restructuring and refinancing under company law.

Income statement (continued) FINANCIALS 2015

in EUR m	2015	2014	∆
EBITDA	807.4	726.9	11.1%
Depreciation	-108.7	-99.4	9.4%
EBITA	698.7	627.5	11.3%
Amortization 1)	-36.9	-35.9	2.8%
EBIT	661.8	591.6	11.9%
2) Financial result	-112.5	-83.8	34.2%
EBT	549.3	507.8	8.2%
Profit after tax	368.1	339.7	8.4%
EPS	2.36	2.20	7.3%
EPS excl. Amortization and Zhong 3) Yung liability	2.68	2.32	15.5%

1) This figure includes for 2015 scheduled amortization of customer relationships totalling EUR 27.7 million (2014: EUR 28.3m).

2) Thereof EUR -23.4m in 2015 are related to a change of the purchase price obligation for Zhong Yung (International) Chemical Ltd., which has to be recorded in the income statement according to IFRS (EUR 6.1m in 2014 )

3) Adjusted for the net effect of amortizations and changes in the purchase price obligation for the outstanding 49% in Zhong Yung (International) Chemical Ltd

Cash flow statement FINANCIALS 2015

in EUR m	2015	2014
Profit after tax	368.1	339.7
Depreciation & amortization	145.6	135.3
Income taxes	181.2	168.1
Income tax payments	-174.2	-164.8
Interest result	71.5	73.4
Interest payments (net)	-67.2	-70.2
Changes in current assets and liabilities	60.6	-90.4
Change in purchase price obligation/IAS 32	24.9	-4.0
Other	-16.8	-17.4
Cash provided by operating activities	593.7	369.7

Cash flow statement (continued) FINANCIALS 2015

in EUR m	2015	2014
Purchases of intangible assets and property, plant & equipment	-126.7	-103.0
Purchases of consolidated subsidiaries and other business units	-500.8	-82.0
Other	5.9	6.8
Cash used for investing activities	-621.6	-178.2
Capital increase	-	-
Payments in connection with the capital increase	34.3	-
Purchases of shares in companies already consolidated	-	-
Dividends paid to minority shareholders	-1.9	-1.8
Dividends paid to Brenntag shareholders	-139.1	-133.9
Repayment of (-)/proceeds from (+) borrowings (net)	218.7	-13.6
Cash used for financing activities	112.0	-149.3
Change in cash & cash equivalents	84.1	42.2

Balance Sheet and leverage FINANCIALS 2015

	31 Dec	31 Dec	31 Dec	31 Dec	31 Dec	31 Dec
in EUR m	2015	2014	2013	2012	2011	2010
Financial liabilities	2,255.2	1,901.6	1,768.5	1,829.5	1,952.4	1,783.8
./. Cash and cash equivalents	579.1	491.9	426.8	346.6	458.8	362.9
Net Debt	1,676.1	1,409.7	1,341.7	1,482.9	1,493.6	1,420.9
Net Debt/ Operating EBITDA	2.1x	1.9x	1.9x	2.1x	2.3x	2.4x
Equity1)	2,690.5	2,356.9	2,093.7	1,944.2	1,737.6	1,617.9

1) The values of 31 December 2012 and 31 December 2011 were revised due to the initial application of the revised version of IAS 19 (Employee Benefits (revised 2011)) .

Working capital FINANCIALS 2015

in EUR m	31 Dec 2015	31 Dec 2014	31 Dec 2013	31 Dec 2012	31 Dec 2011	31 Dec 2010
Inventories	897.1	865.8	757.1	760.4	696.8	606.1
+ Trade receivables	1,426.5	1,407.2	1,248.8	1,266.4	1,220.9	1,059.7
./. Trade payables	1,055.5	1,046.2	961.5	1,008.2	956.6	834.1
Working capital (end of period)	1,268.1	1,226.8	1,044.4	1,018.6	961.1	831.7
Working capital turnover 1) (year-to-date)	8.0x	8.6x	9.0x	9.2x	9.3x	10.2x

1) Using sales on year-to-date basis and average working capital year-to-date.

Free cash flow FINANCIALS 2015

in EUR m	2015	2014	∆	∆
EBITDA	807.4	726.9	80.5	11.1%
CAPEX	-130.1	-104.8	-25.3	24.1%
∆ Working capital	87.0	-100.5	-187.5	-186.6%
Free cash flow	764.3	521.6	242.7	46.5%

Segments FY 2015 FINANCIALS 2015

in EUR m		EMEA	North America	Latin America	Asia Pacific	All other segments	Group
Operating gross profit	2015	1,024.2	942.6	201.2	140.0	13.7	2,321.7
	2014	972.0	802.2	169.5	120.7	13.8	2,078.2
	∆	5.4%	17.5%	18.7%	16.0%	-0.7%	11.7%
	∆ FX adjusted	3.6%	-0.5%	9.8%	2.3%	-0.7%	2.3%
Operating EBITDA	2015	353.0	365.6	64.7	50.3	-26.2	807.4
	2014	335.9	323.6	46.8	41.2	-20.8	726.7
	∆	5.1%	13.0%	38.2%	22.1%	26.0%	11.1%
	∆ FX adjusted	3.2%	-4.6%	29.1%	7.0%	26.0%	0.7%

Dividend FINANCIALS 2015

in EUR m	2015	2014	∆
Profit after tax	368.1	339.7	8.4%
Less minority interest	3.1	0.4
Profit after tax (consolidated) attributable to shareholders of Brenntag AG	365.0	339.3	7.6%
Dividend payment	154.5	139.1
Dividend per share in EUR	1.00	0.90	11.1%
Payout ratio	42.3%	41.0%

RONA

Increasing value added and returns

in EUR m	2008	2009	2010	2011	2012	2013	2014	2015
Sales	7,380	6,365	7,649	8,679	9,690	9,770	10,016	10,346
Cost of goods sold	5,887	4,905	6,013	6,911	7,764	7,824	7,988	8,080
Gross profit	1,492	1,460	1,636	1,768	1,926	1,946	2,028	2,266
Expenses	1,011	983	1,039	1,109	1,219	1,249	1,301	1,459
EBITDA	481	477	598	659	707	697	727	807
EBITDA/ Gross profit	32%	33%	37%	37%	37%	36%	36%	36%
EBITA	398	394	514	570	610	596	628	699
RONA1)	24.4%	26.8%	33.0%	32.5%	32.0%	30.6%	31.1%	31.6%

1) RONA is defined as EBITA divided by the sum of average PPE plus average working capital.

CASH FLOW

Strong cash generation over the past years

in EUR m	2008	2009	2010	2011	2012	2013	2014	2015
EBITDA	480.9	476.6	597.6	658.8	707.0	696.8	726.9	807.4
CAPEX	-84.3	-71.8	-85.1	-86.0	-94.7	-97.2	-104.8	-130.1
∆ Working capital	-53.5	242.0	-136.4	-61.0	-33.0	-56.2	-100.5	87.0
Free cash flow	1) 343.1	646.8	376.1	511.8	579.3	543.4	521.6	764.3
Average working capital	2) 833.1	691.9	752.4	928.3	1,048.8	1,090.0	1,161.8	1,295.1
Working capital tunover	3) 8.9x	9.2x	10.2x	9.3x	9.2x	9.0x	8.6x	8.0x

1) Free Cash Flow is calculated as EBITDA – Capex +/- Δ Working Capital.

2) Average Working Capital is defined for a particular year as the mean average of the values for working capital at each of the following five times: the beginning of the year, the end of each of the first, second and third quarters, and the end of the year.

3) Working Capital Turnover is defined as Sales divided by Average Working Capital.

SHAREHOLDER STRUCTURE

Shareholders exceeding the 3% or 5% threshold as of August 2016

Shareholder	Proportion in %	Date of notification
BlackRock	>5%	June 24, 2016
Norges Bank	>5%	May 19, 2016
Sun Life/MFS	>5%	July 3, 2012
Oppenheimer Funds	>3%	December 7, 2015
Threadneedle	>3%	June 27, 2016
Allianz Global Investors	>3%	February 26, 2014

SHARE DATA

ISIN	DE000A1DAHH0
Stock symbol	BNR
Listed since	29 March 2010
Subscribed capital	EUR 154,500,000.00
Outstanding shares	154,500,000
Class of shares	Registered shares
Free float	100%
Official market	Prime Standard XETRA and Frankfurt
Regulated unofficial markets	Berlin, Stuttgart
Designated sponsors	Deutsche Bank AG, ICF Kursmakler AG
Indices	MDAX® , MSCI, Stoxx Global, Stoxx Europe

BOND DATA

	Bond 2018	Bond (with Warrants) 2022
Issuer	Brenntag Finance B.V.	Brenntag Finance B.V.
Listing	Luxembourg Stock Exchange	Frankfurter Freiverkehr
ISIN	XS0645941419	DE000A1Z3XQ6
Aggregate principal amount	EUR 400,000,000	USD 500,000,000
Denomination	EUR 1,000	USD 250,000
Minimum transferable amount	EUR 50,000	USD 250,000
Coupon	5.50%	1.875%
Interest payment	19 July	Semi annual: Jun. 2 / Dec. 2
Maturity	19 July 2018	Dec. 2, 2022

FINANCIAL CALENDAR

Date	Event
September 9, 2016	HSBC Business Services Conference, Frankfurt
September 22, 2016	Baader Investment Conference, Munich
November 9, 2016	Interim Report Q3 2016

CONTACT

Investor Relations

Thomas Langer Diana Alester René Weinberg
Phone:	+49 (0) 208 7828 7653
Fax:	+49 (0) 208 7828 7755
E-mail:	IR@brenntag.de
Web:	www.brenntag.com

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 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 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 and there can be no assurance that these estimates or assumptions are or will prove to be accurate.

Disclaimer