Brenntag SE’s statement on ISS’ voting recommendation dated 26 May 2023

Brenntag logo on a truck door, at Rotterdam, The Netherlands

Brenntag SE strongly recommends its shareholders to vote FOR its Supervisory Board candidates

Dear Shareholders,

We have reviewed the Proxy Paper from ISS published on 26 May 2023. With regard to the “AGAINST” recommendation for proposals 9.1 and 9.2 of the agenda for the Annual General Meeting, the election of Richard Ridinger and Sujatha (Suja) Chandrasekaran to the Supervisory Board, Brenntag respectfully but strongly disagrees with the assessment by ISS and recommends its shareholders to vote FOR Brenntag SE’s candidates for the following reasons:

Richard Ridinger

  • Richard Ridinger is a highly successful and well-recognized industrialist, with a track record of decisive leadership, strategic transformation, performance management and value creation.
  • During Richard’s tenure as CEO of Lonza Group from 2012 to 2019, the share price of the company increased more than sevenfold from below CHF 40 to about CHF 280. He successfully led the transformation of Lonza into a leader of the global Pharma-CDMO-Industry, thereby growing the company’s market capitalization from about CHF 2 bn to over CHF 20 bn, fuelled by an operational and financial turnaround. In addition, he prepared the ground for the subsequent carve-out of Lonza’s specialty ingredients business (LSI).
  • Geoff Wild brings very focused experience limited to Specialty Chemicals in the electronic industry end-markets only, which accounts for only a small portion of Brenntag’s business. He has no experience in the broader chemical industry / life sciences end-markets.
  • In contrast, Richard brings a deep understanding of the chemicals and life science industries as well as sustainability requirements in the chemicals sector. As former senior executive of worldwide supplier of specialty chemicals and nutritional ingredients Cognis and member of the Board of Directors at Firmenich (DSM-Firmenich), Richard additionally has a profound experience in the ingredients industry. Further, he has detailed knowledge of Brenntag and the distribution business model as well as the required governance expertise from various board memberships.

Suja Chandrasekaran

  • In order to continue to successfully drive Brenntag’s ongoing transformation, including digital transformation, the Supervisory Board requires expertise in the areas of digital transformation, IT and supply chain. Suja is the ideal candidate meeting all those requirements.
  • In contrast to this, competencies that Joanna Dziubak would bring to the Supervisory Board are already represented among the current members. Stefanie Berlinger brings extensive experience in capital markets and Wijnand Donkers has a strong track record in capital allocation from his background as private equity executive.
  • Suja is a seasoned executive with profound expertise in developing and implementing digitalization strategies as well as large-scale transformation projects, who has served in multiple C-level and executive roles across various sectors and industries globally.
  • She has an exceptionally strong commercial background and deep expertise in the areas of supply chain, technology and business aspects of global transaction-driven businesses.
  • With more than two decades of experience in the U.S., Suja brings not only a global mindset and deep understanding of complex geopolitical environments but also detailed knowledge of one of Brenntag's most important markets.

In addition, we would like to make certain clarifications regarding statements in the ISS report

  • Both of Brenntag’s candidates are fully independent in the sense of the German Corporate Governance Code. On the other hand, we consider Geoff Wild, the candidate proposed by PrimeStone, non-independent. Geoff served as CEO of AZ Electronic Materials during the ownership of Carlyle with Franck Falezan, now PrimeStone’s Managing Partner, being in a leadership role at Carlyle and a member of the Board of Directors of AZ Electronic Materials at this time. Geoff is quoted as a testimonial on PrimeStone's website.
  • Allowing PrimeStone to replace two members of Brenntag’s Supervisory Board and thereby achieving a 33 % representation (2 out of 6 Board members), whilst owning just around 2 % of Brenntag’s outstanding shares, would prevent the Company from having a truly independent Board that acts in the interest of all of its shareholders.
  • The timeframe chosen for calculation of the Total Shareholder Return (TSR) in the ISS report (until 19 December 2022 only) does not reflect the most recent strong performance of the Brenntag stock and the developments of the current fiscal year. As of 25 May 2023, Brenntag’s 5-year TSR stood at 11 % (per annum), outperforming the DAX40 by seven percentage points. The TSR since January 2020 stood at 15 % (per annum) and the year-to-date TSR at 23 % (per annum). Year-to-date, Brenntag has outperformed its peers IMCD, Azelis and Univar, as well as the DAX 40.
  • The decisions to terminate the Univar transaction and set up a share buyback program in 2023 were clear fact-based decisions by management and not influenced to any extent by PrimeStone. The company had already envisaged further shareholder returns with its updated capital allocation framework announced at the Capital Markets Day in November 2022.
  • Brenntag has remained fully engaged and continued to maintain an extensive and high-quality dialogue with all its shareholders. Throughout 2023, the Brenntag team has had approx. 350 investor meetings, including six meetings with PrimeStone.
  • Please find additional relevant information in this presentation elaborating on the points above as well as in the Reasoned Statement on our website.

Based on these explanations, the Company believes that a vote of its Supervisory Board candidates and all other AGM items is warranted and asks shareholders to vote:

“FOR” item 9.1 – Elect Richard Riding to the Supervisory Board

“FOR” item 9.2 – Elect Sujatha Chandrasekaran to the Supervisory Board