CONCLUSIONES Y RECOMENDACIONES.

Dear Shareholders,

Brenntag can look back on a successful year 2012 and demonstrated once again its ability to operate in difficult market conditions thanks to its resilient business model.

composition oF the supervisorY board and board oF management: At the Supervi- sory Board meeting on March 19, 2012, it was decided to expand the Board of Management. Georg Müller, previously Vice President Corporate Finance & Investor Relations, was appointed the fourth member of the Board of Management effective April 1, 2012. Furthermore, at the Supervisory Board meeting it was decided that Georg Müller would succeed Jürgen Buchsteiner as the CFO of Brenntag AG as from July 1, 2012. As a consequence, Board responsibilities were reassigned.

As a result of the growth strategy in the emerging markets, Brenntag’s business has grown strongly in the Asia Pacific region over the last five years. In recognition of this development and further growth opportunities in this region, Jürgen Buchsteiner took over responsibility for the Asia Pacific region effective July 1, 2012, in addition to his previous responsibilities for the Group’s Mergers & Acquisitions function worldwide.

cooperation betWeen the board oF management and supervisorY board: In the year under review, the Supervisory Board of Brenntag AG performed diligently the duties assigned to it by law, by the company’s Articles of Association and by its Rules of Procedure. Details on the duties of the Supervisory Board can be found in the management report. We have regularly advised the Board of Management in matters relating to the management of the company and have also moni- tored its activities. Particularly with regard to decisions that were of fundamental importance for the company, we were involved directly and at an early stage. The Board of Management provided us with regular, timely and comprehensive information (in both written and oral form) regarding the course of business, profitability, company planning, strategic further development, the Group’s cur- rent situation and the risk situation, including risk management and compliance. Any deviations from planned business activities were explained to us in detail. In addition, the Board of Manage- ment consulted us on matters relating to the strategic orientation of the company. Business transac-

tions that were of key importance for the company were discussed in detail based on Board of Man- agement reports. We approved proposed Board of Management resolutions after examining and discussing them extensively. Please refer to the section “Topics addressed in the Supervisory Board meetings” for details.

The Supervisory Board came together for six meetings during the period under review. Two of these meetings were held in the form of telephone conferences in which the Supervisory Board discussed the dividend proposal and decided on an acquisition. With the exception of one member all mem- bers of the Supervisory Board attended all six meetings. At the meeting on December 19, one Super- visory Board member was absent and excused.

All Board of Management members were present at regular meetings on March 19, June 20 and August 30. At the meeting on December 19, one Board of Management member was absent and excused. At least two Board of Management members took part in telephone conferences in which the dividend proposal and the acquisition of the ISM/Salkat Group were decided.

topics addressed in the supervisorY board meetings: At its first meeting of the year under review on March 1, 2012, which was held as a telephone conference, the Supervisory Board dealt with the dividend proposal for the 2011 financial year.

At the meeting on March 19, 2012, the Supervisory Board approved the consolidated financial state- ments, which had been prepared by the Board of Management and audited by PricewaterhouseCoop- ers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Düsseldorf (PwC), who issued an unqualified audit certificate, as well as the management report for the 2011 financial year combined with the Group management report. In addition, it adopted the annual financial statements of Brenntag AG. Fur- thermore, the Supervisory Board decided to recommend a dividend of eur 2.00 for the 2011 financial year to the General Shareholders’ Meeting and the election of PricewaterhouseCoopers Aktiengesell- schaft Wirtschaftsprüfungsgesellschaft, Düsseldorf, as auditors for the 2012 financial year.

The Board of Management reported on various topics including the progress of cost-saving measures in Europe, the status of investigations against the French company, PIP, as well as on current and planned acquisition projects. Furthermore, the Board of Management detailed the progress made with the internal compliance system and the integration of Zhong Yung. Moreover, the aforemen- tioned changes in the composition of the Board of Management were decided. Georg Müller was appointed as the fourth member of the Board of Management effective April 1, 2012 and succeeded Jürgen Buchsteiner as CFO on July 1, 2012. The reassignment of responsibilities within the Board of Management was also decided, including the reallocation of the regions as a result of which Jürgen Buchsteiner took over responsibility for the Asia Pacific region as from July 1, 2012.

During the telephone conference on May 31, 2012, the Supervisory Board members approved the acquisition of the ISM/Salkat Group in Australia and New Zealand.

tion fi nancial s ta tements mana gement repor t to our shareholders 26 Br enn tag on the st ock mark et 32 Repor t fr om the Super visor y Boar d 36 Cor por at e Go ver nanc e

status of the PIP case. In addition, the Board of Management informed the Supervisory Board mem- bers about the global sourcing strategy.

At the Supervisory Board meeting on August 30, 2012, in which Stephen Clark took part via telephone, various topics were discussed, in particular the July result and the status of cost-saving measures in Europe. Furthermore, the Board of Management reported on current M&A projects, the growth strategy for specialty chemicals and the current status as well as the development of activities in Health, Safety and Environment (HSE), HR, Investor Relations and Compliance. Moreover, the Supervisory Board was informed about the status of investigations by the French anti-trust authorities into possible infringe- ments of competition law.

At the last Supervisory Board meeting of the year on December 19, 2012, a projection of the results for the current financial year was presented and the budget for 2013 was discussed as well as the mid-term strategy. Furthermore, the Supervisory Board was informed about current and planned acquisition pro- jects and compliance systems. In addition, the Supervisory Board of Brenntag AG again submitted the unconditional Declaration of Conformity regarding the German Corporate Governance Code in accord- ance with section 161 of the German Stock Corporation Act (AktG). Finally, the Supervisory Board passed a resolution on tax parity agreements granted by the then shareholder of the company, Brachem Acquisi- tion S.C.A., in favour of Steven Holland and Stephen Clark as so-called benefits from third parties. The pur- pose of the agreements is to ensure that, through their work for Brenntag AG in Germany, Stephen Clark and Steven Holland should not be at a tax disadvantage compared with their home country with regard to income from investments. Any resulting payments are not charged to Brenntag. Stephen Clark did not take part in the discussion and the subsequent vote on this resolution. Moreover, the acquisition of the Altivia Corporation was presented to the Supervisory Board. It was subsequently approved by the Supervi- sory Board on December 20/21, 2012 using the written circulation procedure.

supervisorY board committee activities: In the reporting period, the Audit Committee, which is made up of Prof. Dr Edgar Fluri (Chairman), Doreen Nowotne and Stephen Clark, convened for nine meet- ings. Five of these meetings took place as telephone conferences. The Committee concerned itself in par- ticular with the following core topics: the 2011 financial statements for the Group and Brenntag AG, inter- nal auditing, the effectiveness of the internal control and risk management system, and the further development of the compliance system. In addition, the work and the reports of the auditors and the respective quarterly financial reports for 2012 were discussed.

In advance of the Supervisory Board meeting on March 19, 2012, the Presiding and Nomination Com- mittee with members Stefan Zuschke, Dr Thomas Ludwig and Dr Andreas Rittstieg convened for a meeting to discuss the appointment of Georg Müller to the Board of Management as well as the change of responsibilities of Jürgen Buchsteiner.

corporate governance code: In the Declaration of Conformity of December 19, 2012, the Supervi- sory Board declares, together with the Board of Management, that Brenntag AG complies with all recom- mendations issued by the Government Commission on the German Corporate Governance Code in the version dated May 15, 2012, as published by the Federal Ministry of Justice in the official part of the Federal Gazette (Bundesanzeiger). In line with the change in Section 5.4.2 of the Code, the Super- visory Board has revised its objectives for the composition of the Supervisory Board.

The Board of Management and Supervisory Board also declare that Brenntag AG has complied in the reporting period with all recommendations of the German Corporate Governance Code in the ver- sion dated May 26, 2010. Details on Corporate Governance in the company can be found in the Cor- porate Governance Report.

examination and adoption oF the annual Financial statements, approval oF the consolidated Financial statements and proposal For the appropriation oF proFit:

The annual financial statements of Brenntag AG for the year ended December 31, 2012, and the com- bined group management report and management report of Brenntag AG were prepared in accord- ance with the regulations of the German Commercial Code (HGB) and the German Stock Corporation Act (AktG), and the consolidated financial statements according to section 315a of the German Com- mercial Code in accordance with the principles of the International Financial Reporting Standards (IFRS) – as adopted in the EU.

PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Düsseldorf, the inde- pendent auditors selected by the General Shareholders’ Meeting and appointed by the Supervisory Board, audited and issued unqualified opinions on the annual financial statements, the combined group management report and management report and the consolidated financial statements. The annual financial statements, consolidated financial statements, combined management report as well as the audit reports were provided to all members of the Audit Committee in good time before the Audit Committee meeting on March 11, 2013, and to all members of the Supervisory Board before the Supervisory Board meeting on the financial statements on March 18, 2013, respectively. The financial statement documents were discussed in great detail in the Audit Committee and in the Supervisory Board’s meeting on the financial statements – the auditors were present at both meet- ings and gave a report beforehand.

The Supervisory Board endorses the findings of the audit. After the pre-review by the Audit Commit- tee and our own review during the Supervisory Board meeting on March 18, 2013, no objections are to be raised. The Supervisory Board approved the annual financial statements as prepared by the Board of Management; the annual financial statements were thus adopted on March 18, 2013. We concur with the Board of Management’s proposal to use some of the unappropriated profit to pay a dividend of eur 2.40 for each share entitled to a dividend.

The Supervisory Board would like to thank all employees, the senior management and the Board of Management for their hard work in the past financial year.

On behalf of the Supervisory Board

Stefan Zuschke _tion

fi nancial s ta tements mana gement repor t to our shareholders 26 Br enn tag on the st ock mark et 32 Repor t fr om the Super visor y Boar d 36 Cor por at e Go ver nanc e