Report of the Supervisory Board

Richard Ridinger, Chair member Supervisory Board

Dear ladies and gentlemen,

dear shareholders,

In its 150th year of existence, Brenntag continued to demonstrate resilience and adaptability, the company’s fundamental strengths. These are even more important as, following a period characterized by a more supportive market environment, conditions have become increasingly challenging since the end of 2023 and in 2024. Reflecting and as an immediate reaction to these developments, the Supervisory Board’s primary focus was on overseeing the Board of Management’s cost and performance steering, reviewing the performance improvements in several business operations and driving operational excellence.

At the same time, it was encouraging to see that Brenntag made significant progress in enhancing transparency across its numerous global distribution networks, in the composition and variety of its product portfolios and the demands in its different customer markets. Newly introduced digital tools enabled a more granular understanding of these business processes, allowing for deeper insights and data-driven decision-making – and ultimately better services and stronger collaboration with Brenntag’s customers and suppliers.

We also monitored the adjustments in Brenntag’s mid-term transformation agenda to reinforce our commitment to performance excellence and value creation for our partners. We support the operating model of „One Brenntag with two differentiated divisions”, which are fully set up for serving the distinct needs of our customers and suppliers. Together with the Board of Management we believe that it is important to drive differentiation and disentanglement of the two Brenntag divisions where this creates value and supports differentiation in the markets, always with the clear focus on operational excellence and performance. This will be key to preparing the company for new strategic ambitions.

Additionally, Brenntag further developed all areas of its compliance management system and, continued strengthening the governance framework thereby ensuring that the Group adheres to the highest standards of integrity and compliance.

Governance on the Supervisory Board

Committees and governance structure

During the reporting period, the Supervisory Board diligently fulfilled its responsibilities in supervising the Board of Management in the management of the company. The focused work of the three committees - the Audit and Compliance Committee, the Nomination and Remuneration Committee and the Transformation and ESG Committee – contributed substantially to the overall effectiveness of our work. Additional information regarding the activities of these committees is given in the "Committee activities" section.

Effective dialogue with the Board of Management

The Board of Management informed the Supervisory Board promptly and comprehensively about all relevant matters. The Supervisory Board monitored the adequacy and compliance of the company's management and was involved at an early stage in fundamental corporate decisions. All material decisions and strategic directions were discussed in detail with the Board of Management. The introduction of a combined meeting cadence of the Supervisory Board and committee meetings led to in-depth discussions over two or three consecutive days. The new meeting structure also allowed us to slightly reduce the number of meetings. Furthermore, the Chair of the Supervisory Board maintained regular contact with the Chair of the Board of Management outside the meetings to discuss topics related to strategy, business development, the risk situation, risk management, and company compliance.

Continuous shareholder dialogue

The Chair of the Supervisory Board maintained close contact with our investors throughout the reporting year. In February and November 2024, the Chair of the Supervisory Board conducted two governance roadshows for our investors during which the Chair of the Supervisory Board met with representatives of the majority of the shareholder capital. The discussions focused on the governance role of the Supervisory Board in Brenntag's transformational and growth path, the continued improvement of ESG at Brenntag, and the further development of corporate governance, as well as the composition and the long-term succession planning of the Board of Management and Supervisory Board. In this context, the Chair of the Supervisory Board presented to our investors the envisaged expansion of the Supervisory Board by two additional seats and outlined requirement profiles for the elections of new members to the Supervisory Board at the 2025 Annual General Meeting. In addition to the governance roadshows, the Chair of the Supervisory Board was available for numerous one-on-one meetings with various shareholders.

No reported conflicts of interests of Supervisory Board members

In 2024, no conflicts of interest were reported by Supervisory Board members to the Chair of the Supervisory Board. The Supervisory Board can therefore once again confirm its assessment that all members of the Supervisory Board are independent of the Board of Management and Brenntag.

Trainings and professional development

The Supervisory Board members engaged in training and development initiatives to further enhance their ability to effectively monitor the Board of Management. Those trainings were partly initiated by the Supervisory Board members and partly supported by Brenntag, including the appropriate reimbursement of associated expenses. The professional development and trainings included participation in specialized events for Supervisory Board members, organized by leading auditing and consulting firms, and in executive peer networks. In addition, members attended conferences and expert forums focusing on key topics such as the implementation of the CSRD Directive, AI governance, multiple topics on generative AI technologies, cyber risk management and adaptive supply chains. Further key topics also covered Board governance excellence, advancements in the European chemical industry, sustainability, financial and non-financial reporting. The Supervisory Board members also actively contributed to professional associations and networks, including the German Audit Committee Network, the Financial Experts Association, e.V., and Deutsche Schutzvereinigung für Wertpapierbesitz. During our strategy offsite meeting in September, all members of the Supervisory Board participated in a keynote speech and discussion with a senior representative of the American Chemistry Council regarding geopolitical questions and the future of American–European business relations.

Effective Supervisory Board work

To ensure an appropriate onboarding process for new members, an internal onboarding guideline supports the first months of a new Supervisory Board member. This guideline outlines specific measures to ensure a seamless integration, such as providing detailed information on corporate governance, and on Brenntag as well as tailored information materials regarding meeting structures and procedures. Furthermore, the guideline mandates that each new member engages in at least one introductory meeting with all current Supervisory Board and Board of Management members. Constantly improving our corporate governance and the effectiveness of our work is a key task for the Supervisory Board. Therefore, building on the self-assessment of the Supervisory Board’s effectiveness in 2023, the Supervisory Board conducted a follow-up evaluation in December 2024 with the support of an external consultant. The evaluation focused on the recent changes to the meeting structure and the internal alignment of the committees with the Supervisory Board, including the review of our qualification matrix with benchmark information. Further information on corporate governance at Brenntag, and the Declaration of Conformity with the German Corporate Governance Code, can be found in the Corporate Governance Statement.

Meetings of the Supervisory Board

In the reporting year, four ordinary Supervisory Board meetings took place. All of the ordinary meetings took place with physical attendance, which demonstrates our joint commitment to fulfilling the duties of the Supervisory Board. As in the previous year, we achieved the highest possible attendance rate of 100% in the ordinary Supervisory Board meetings. The Board of Management members attended the ordinary meetings of the Supervisory Board. The Supervisory Board also met regularly without the Board of Management. In the reporting year, the Supervisory Board held four meetings without the presence of the Board of Management, all four of which took place in person. With Sujatha Chandrasekaran being the only member of the Supervisory Board excused from one meeting of the Audit and Compliance Committee, the overall attendance rate at Supervisory Board and committee meetings was 99%.

In addition to the ordinary meetings, the Supervisory Board and the Board of Management held a three-day strategy offsite meeting in Houston, Texas, in September 2024. The focus of this meeting was the company’s overall strategy and performance improvement. Moreover, several presentations from the North American leadership team, a townhall at the Brenntag Houston office, an extensive tour of a Brenntag Essentials’ site, a discussion with the on-site team as well as a Q&A session increased our understanding of the Brenntag business and culture in North America. Furthermore, we were able to exchange views with an industry expert on geopolitics and their impact on the American–European business partnership.

The following table provides a detailed overview of the attendance of Supervisory Board members at the meetings of the Supervisory Board and the committees:

Name	Ordinary Supervisory Board meetings	Extraordinary Supervisory meetings	Audit and Compliance Committee	Nomination and Remuneration Committee	Transformation and ESG Committee
Richard Ridinger	4/4	–	–	4/4	10/10
Dr. Andreas Rittsteig	4/4	–	–	4/4	–
Stefanie Berlinger	4/4	–	7/7	–	–
Sujatha Chandrasekaran	4/4	–	6/7	–	–
Wijnand P. Donkers	4/4	–	–	4/4	10/10
Ulrich M. Harnacke	4/4	–	7/7	–	10/10

1.11 Meeting attendance in 2024

Topics of the Supervisory Board meetings

In the reporting period and as outlined above, the Supervisory Board put enhanced focus on operational performance and cost management to counterweigh the challenging market environment. Furthermore, we continued to support the Board of Management in developing and refining Brenntag’s long-term transformation and strategy. No extraordinary meetings were held during the reporting year and all ordinary meetings were conducted as physical meetings. Key topics discussed at the Supervisory Board meetings included the following:

In its first ordinary meeting on March 6, the Board of Management amongst others informed the Supervisory Board about significant steps taken towards strengthening the company’s position in the industry. The Board of Management reported on the status of the share buyback program and the issuance of two fixed rate eurobonds totaling EUR 1 billion Euro. Both topics were approved by the Supervisory Board shortly after the meeting by way of circular resolution. Another focus was the discussion of strategic options within the transformation program, which included an in-depth assessment of cost structures and portfolio analysis for Brenntag Specialties to drive growth. The Supervisory Board also discussed the status of the Group IT infrastructure program and reviewed the ESG achievements in 2023. Finally, the Supervisory Board reviewed, discussed and approved the Annual Report 2023 and the auditor’s report with the appointed auditors Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, who attended the Supervisory Board meeting. The Supervisory Board also approved the 2023 consolidated financial statements and the 2023 annual financial statements of Brenntag SE, including the proposal for the appropriation of the distributable profit of Brenntag SE and the combined Group management report and the management report of Brenntag SE and thus adopted the annual financial statements of Brenntag SE. The Supervisory Board also adopted the 2023 report of the Supervisory Board as well as the 2023 remuneration report, the 2023 combined separate non-financial Group report, and endorsed the Board of Management’s proposal for the appropriation of the distributable profit. The Supervisory Board thoroughly reviewed and discussed the Board of Management's reports and proposed resolutions in detail. The Supervisory Board also discussed the convocation to the Annual General Meeting and approved the convocation shortly after the Meeting by way of circular resolution on March 21, 2024.

One example of the effective dialogue with the Board of Management was a conference call held on April 28, 2024, between the Board of Management and some members of the Supervisory Board to discuss the deal structure and key termsand conditions of an acquisition opportunity. The Supervisory Board then continued to discuss this acquisition opportunity internally and on May 2, 2024, approved by circular resolution the acquisition of Química Delta, S.A. de C.V., Teoloyucan, Mexico, by Brenntag Mexico through a share deal.

During the second ordinary meeting on May 22, 2024, the Supervisory Board reviewed Brenntag’s operational performance on the basis of an extensive and detailed performance update presented by the Board of Management. The Supervisory Board also closely reviewed the cost management ambitions and portfolio analysis of Brenntag Specialties as well as the options for a further disentanglement of the divisions, also considering the associated costs. The Supervisory Board and Board of Management agreed to amend the disentanglement path, redefine the project perimeter, and develop an adjusted timeline for the next phases. Part of the cost management and cost containment discussion was also a change to the scope of the Digital.Data.Excellence (DiDEX) initiatives. Another focus topic was the review of the post-merger integration status of previous acquisitions and a general discussion on the further development of Brenntag’s post-merger integration approach including long-term performance metrics for acquired targets. This was followed by a regular update on various compliance and governance topics and an overview on a new a data-driven human resources model designed to provide relevant information to identify shortcomings and recognize negative trends and ultimately reverse them. In addition, the Supervisory Board reviewed and approved a consulting agreement with a former member of the Board of Management. Lastly, the Supervisory Board discussed the Annual General Meeting, which took place the following day.

During the Supervisory Board’s third ordinary meeting, which was held during the strategy offsite meeting in Houston on September 5, 2024, the Supervisory Board focused on discussing with the Board of Management the status of the targeted disentanglement, conclusions from prior meetings and approved adjustments to the disentanglement parameters as well as the development of a refined timeline. The Supervisory Board also reviewed a comprehensive performance update. This was complemented by a presentation of the ESG scorecard for the first half-year 2024, which underpinned Brenntag's ongoing commitment to sustainability and the achievement of defined ESG targets. M&A activities were another central topic, with detailed discussions on the potential acquisition of a chemical distributor in the USA and the potential divestment of the business model finished lubricants manufacturing. Following this in-depth discussion during the meeting the Supervisory Board approved the Board of Management’s decision to divest Raj Petro Specialities Pvt. Ltd. and its UAE subsidiary shortly after the meeting by circular resolution on September 22, 2024. Furthermore, governance and compliance topics including risk management were discussed.

During the Supervisory Board’s fourth ordinary meeting on December 17, 2024, after a further thorough review of the Group’s financial performance, including discussions on the plan for 2025 and subsequent years as well as financial targets and resource allocation, the Supervisory Board approved the 2025 budget. Another focus topic was a comprehensive review of the post-merger integration of recent acquisitions. The Board of Management presented an update of the implementation of the strategies of Brenntag Specialties and Brenntag Essentials, the targeted disentanglement and the cost containment program. In its internal meeting, the Supervisory Board thoroughly discussed the succession planning for both the Supervisory Board and Board of Management, including the nomination of a new Chief Financial Officer as of April 2025. Furthermore, the results of the Supervisory Board’s effectiveness review were discussed and the Supervisory Board discussed and approved the annual Declaration of Conformity with the German Corporate Governance Code and the proposal to engage Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, as the auditor for the Group sustainability statement.

Committee activities

Audit and Compliance Committee

Since June 15, 2023, the committee has consisted of Ulrich Harnacke (Chair), Stefanie Berlinger and Sujatha Chandrasekaran. The Audit and Compliance Committee held seven ordinary meetings, of which six were held on site and one virtually. In addition, feedback calls on the quarterly financial publications took place. The committee complies with the statutory requirements of Section 100, para. 5 AktG and recommendation D.3 GCGC regarding the financial expertise of its members, which are described in detail in the Corporate Governance Statement. The Audit and Compliance Committee’s attendance rate was 95% as Sujatha Chandrasekaran was excused from one meeting. All meetings were attended by Dr. Kristin Neumann as Chief Financial Officer, and three meetings were partly attended by Ewout van Jarwaarde as CEO Brenntag Essentials. Furthermore, representatives from Deloitte as the auditor were present at four of the meetings. The committee as a whole also regularly consulted with the auditor without the Board of Management. The Chair of the committee also exchanged views directly with the Chief Financial Officer and senior management such as the SVP Accounting, the SVP Internal Audit, the SVP Compliance and the General Counsel of Brenntag Group. In the reporting period, the Audit and Compliance Committee dealt with the following main topics:

The committee conducted a preparatory review of the annual financial statement documents for 2023, the separate non-financial report and the auditor's reports to the Supervisory Board. Following a detailed review, the Audit and Compliance Committee raised no objections and recommended the Supervisory Board to endorse the findings of the audit and to approve the annual financial statements. The committee also reviewed the quarterly statements, the half-year financial report and the respective audit reports of the external auditor. After Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, was elected as auditor by the Annual General Meeting in the reporting period and declared to the committee that there were no circumstances that would call its impartiality into question, the committee verified the necessary independence of the auditor and issued the audit engagement. Since then, the committee has continuously reviewed the quality of the audit and the independence of the auditor. In addition, the committee obtained information on the internal organization of Deloitte's audit team and discussed the audit strategy and planning as well as the focal points and topics of the audit with the auditor. There was also regular dialogue between the Audit and Compliance Committee - in particular the Chair - and the auditors outside the meetings.

At its meetings, the committee dealt in detail with the Group’s financial performance and its accounting as well as the compliance management set-up, with a focus on tax compliance. Furthermore, the committee dealt in detail with the integration of the supervision of the DiDEX initatives and the Group IT Infrastructure Program into the Audit and Compliance Committee as well as cybersecurity and the progress in managing external IT security risks. The committee also dealt intensively with the preparation of Supervisory Board resolutions for the 2024 annual financial statements, the review of litigation proceedings and legal risks arising from the sale of talc and similar products as well as the close review of consulting expenses related to DiDEX initiatives and special accounting topics such as the impact of an insurance claim in Canada and the excise duty situation in Sweden. Among other things, the committee regularly discussed and reviewed the compliance management system, further development of the compliance organization and potential compliance incidents. Furthermore, the committee regularly reviewed the effectiveness of the internal audit system, discussed internal audit activities on an ongoing basis and dealt in detail with the results of the internal audits, reviewed the effectiveness of the internal control system, and discussed the further development of the systems.

Nomination and Remuneration Committee

Since June 15, 2023, the committee has consisted of Dr. Andreas Rittstieg (Chair), Wijnand Donkers and Richard Ridinger. The committee held four meetings in the reporting period, all of which were held in person. Furthermore, numerous calls and consultations took place in preparation for the meetings, especially with regard to succession planning. Overall, the Nomination and Remuneration Committee focused on the short- and long-term succession planning for the Supervisory Board and the Board of Management and the preparation of the planned expansion of the Supervisory Board by two new members. The committee checked compliance of the members of the Board of Management with their share ownership obligations. The committee also managed the selection process for the election of new Supervisory Board members at the 2025 Annual General Meeting. When selecting potential candidates, the Nomination and Remuneration Committee was guided in particular by the objectives resolved by the Supervisory Board for the composition of the Supervisory Board, including the competency profile and the diversity concept for the Supervisory Board, and also took into account the feedback from shareholders at the corporate governance roadshow. The committee placed particular emphasis on expertise in international management and the business services industry, on knowledge of the chemical and distribution industry as well as on supply chain management, finance, HR management, legal and capital market expertise as well as leadership experience as CEO and CFO. Furthermore, after a comprehensive search process that took our diversity concept into account, the Nomination and Remuneration Committee, selected Thomas Reisten as the new Chief Financial Officer as of April 2025.

Transformation and ESG Committee

The composition of the committee remained unchanged from the previous year. Since June 15, 2023, the committee has consisted of Wijnand Donkers (Chair), Richard Ridinger and Ulrich Harnacke. The Transformation and ESG Committee held ten ordinary meetings, eight of which were held in person and two virtually. The committee focused on overseeing strategy development. The committee discussed the current refinements and the redefinition of the scope in light of the updated analyses and market developments. In more detail, the committee discussed the status of disentanglement and the definition of the divisional perimeter. Furthermore, the operational performance of Brenntag Specialties and Brenntag Essentials and cost management were discussed. Another focus was a review of the ESG strategy and HSE standards through close monitoring of a site-specific safety analysis.

Composition of the Board of Management and Supervisory Board

There were no changes in the composition of the Board of Management in the reporting year. Both Chief Executive Officer Dr. Christian Kohlpaintner and Chief Financial Officer Dr. Kristin Neumann have decided not to extend their contracts with Brenntag SE. Following their early notifications, the Supervisory Board initiated a structured and comprehensive succession process to ensure a smooth transition and leadership stability. During their remaining tenure, Dr. Kohlpaintner and Dr. Neumann will remain fully committed to positioning Brenntag for sustainable future success, driving efficiency, and advancing cost management initiatives. On the recommendation of the Nomination and Remuneration Committee, the Supervisory Board identified and appointed the experienced international manager and finance expert, Thomas Reisten, as Chief Financial Officer as of April 1, 2025.

The Supervisory Board sincerely thanks Dr. Kohlpaintner and Dr. Neumann for their exceptional dedication and leadership during their tenure. Their strategic foresight and unwavering commitment have been instrumental in Brenntag’s growth and transformation journey.

As regards the composition of the Supervisory Board there were no changes in the reporting year. Following the presentation of the proposed expansion of the Supervisory Board to eight members during the corporate governance roadshow in November 2024 and the positive feedback received from investors, the Supervisory Board intends to propose a respective amendment to the Articles of Association to the Brenntag shareholders at the 2025 Annual General Meeting. In light of Brenntag’s diverse business portfolio and strategic challenges, the expansion addresses the steadily increasing workload for the Supervisory Board members, ensuring a continued high level of efficient monitoring and strategic support for the Board of Management. In line with Brenntag’s tenure limit introduced in 2023, Dr. Andreas Rittstieg chose not to stand for re-election during the 2025 Annual General Meeting. Consequently, the Supervisory Board plans to propose a total of three new candidates for election at the Annual General Meeting, ensuring a seamless transition and the continued effectiveness of its work. The Supervisory Board expresses its gratitude to Dr. Andreas Rittstieg for his long-standing, dedicated, and consistently constructive contributions to the Supervisory Board's work. His expertise and commitment have greatly enriched the Supervisory Board over many years and supported the successful development and growth of Brenntag.

Audit of annual and consolidated financial statements

The annual financial statements of Brenntag SE for the year ended December 31, 2024, and the combined Group management report and management report were prepared by the Board of Management in accordance with the provisions of the German Commercial Code (HGB) and the German Stock Corporation Act (AktG). The consolidated financial statements were prepared by the Board of Management in accordance with IFRSs (International Financial Reporting Standards) - as applicable in the EU - and the additional requirements of German commercial law pursuant to Section 315e, para. 1 HGB. Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, which was elected by the Annual General Meeting 2024 and commissioned by the Supervisory Board to audit the financial statements for financial year 2024, audited the annual financial statements of Brenntag SE, the combined Group management report, and the management report of Brenntag SE and the consolidated financial statements and issued an unqualified audit report in each case. The auditors also audited the 2024 Group sustainability statement and issued an unqualified audit report on the non-financial reporting as part of the commissioned audit. The annual financial statements of Brenntag SE, the consolidated financial statements and the combined Group management report and management report of Brenntag SE as well as the Group sustainability statement, the Board of Management's proposal for the appropriation of profit and the auditor's reports were made available to all members of the Audit and Compliance Committee and the Supervisory Board in good time. The documents were discussed in detail in advance in a preparatory call of the Audit and Compliance Committee on March 10, 2025, and discussed in detail at the meeting of the Audit and Compliance Committee on March 10, 2025, and at the Supervisory Board meeting on March 11, 2025, in the presence of the auditor. The audit findings were discussed with the auditor, addressing key audit matters, areas and procedures. Following the preliminary review by the Audit and Compliance Committee and its own detailed examination, the Supervisory Board raised no objections. The Supervisory Board endorses the findings of the audit of the annual financial statements and the findings of the audit of the Group sustainability statement and approved the aforementioned financial statements prepared by the Board of Management. The annual financial statements were thus adopted on March 11, 2025. The Supervisory Board endorses the Board of Management's proposal to use the distributable profit to pay a dividend of EUR 2,10 per dividend-bearing no-par value share.

Conclusion and outlook

The Supervisory Board reaffirms its commitment to Brenntag’s success through proactive oversight, strategic guidance and effective collaboration with the Board of Management. We remain focused on operational excellence, innovation and sustainability to solidify Brenntag’s global leadership in the distribution of chemicals and ingredients.

The Supervisory Board expresses its sincere thanks to all employees, the Global Leadership Team, and the Board of Management for their unwavering dedication. Building on the ability of the entire Brenntag team to navigate challenging markets as well as on the strengths from the company’s 150-year history, together we will continue driving Brenntag’s success.

For the Supervisory Board

Richard Ridinger
Chair

Essen, March 2025