Topics addressed in the Supervisory Board meetings
During the course of 2025, the Board of Management reported continually to the Supervisory Board, which dealt in depth with the company’s corporate planning, business performance, risk situation, risk management and compliance. In addition to the aforementioned focus on the restructuring of the Board of Management, attention continued to center on ensuring operational capacity, the cost-reduction program and further developing the company’s strategic direction in light of the persistently challenging market environment. In this context, the Supervisory Board dealt in detail with the current status of business, current business performance and the progress of the cost-reduction program at each meeting. The status of the compliance and risk management system was also addressed at each meeting. Further points of focus were mainly as follows:
At the first ordinary meeting of the Supervisory Board on March 10, 2025, the Board of Management informed the Supervisory Board about Brenntag’s current acquisition strategy and the divestment framework, which aims to streamline the portfolio. In addition, the Supervisory Board monitored the status of the IT infrastructure program and discussed current ESG performance. Finally, the Supervisory Board examined, discussed and approved the Annual Report 2024 and the audit report with the appointed auditors, Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, who also attended the Supervisory Board meeting. The Supervisory Board approved the 2024 consolidated financial statements, the 2024 annual financial statements of Brenntag SE, including the proposal for the appropriation of the distributable profit of Brenntag SE, and the 2024 Group management report combined with the management report of Brenntag SE, and thus adopted the annual financial statements of Brenntag SE. The Supervisory Board also discussed and decided on the 2024 report of the Supervisory Board, the 2024 remuneration report and the 2024 Group sustainability statement, which was prepared fully in accordance with European Sustainability Reporting Standards. The Supervisory Board endorsed the Board of Management’s proposal for the appropriation of distributable profit, proposing to the Annual General Meeting a dividend payment of EUR 2.10 per share. The Supervisory Board examined and discussed the Board of Management’s reports and proposals for resolutions in depth. The Supervisory Board also talked over the convening of the Annual General Meeting. In the course of doing so, the Supervisory Board also discussed the planned enlargement of the Supervisory Board.
At the second ordinary meeting on May 20 and 21, 2025, the Supervisory Board devoted particular attention to the further reinforcement of top-line initiatives and cost management, close monitoring of the changes in working capital and targeted management of volumes in light of the persistently challenging market environment and existing geopolitical uncertainty. Finally, the Supervisory Board dealt with the Annual General Meeting, which took place on the following day, May 22, 2025.
At the second ordinary meeting on May 20 and 21, 2025, the Supervisory Board devoted particular attention to the further reinforcement of top-line initiatives and cost management, close monitoring of the changes in working capital and targeted management of volumes in light of the persistently challenging market environment and existing geopolitical uncertainty. Finally, the Supervisory Board dealt with the Annual General Meeting, which took place on the following day, May 22, 2025.
At the first extraordinary meeting on May 21, 2025, the Supervisory Board unanimously resolved to appoint Jens Birgersson as Chief Executive Officer of Brenntag SE for a term of office through to August 31, 2028 effective September 1, 2025 and to terminate the contract with the existing CEO, Dr. Christian Kohlpaintner, on August 31, 2025.
Following the Annual General Meeting on May 22, 2025, the Supervisory Board held its third ordinary meeting, which was also the first constituting meeting. Here, Stefanie Berlinger was elected as the new Deputy Chair of the Supervisory Board, and the Supervisory Board discussed and decided on its internal organization and the composition of its committees.
At the fourth ordinary meeting of the Supervisory Board, which took place on September 2, 2025 during the strategy offsite, the focus was on onboarding the new Supervisory Board members and the new Chief Executive Officer. In view of the previous adjustment to the forecast for operating earnings for the financial year, the Supervisory Board dealt in detail with the current performance of the two divisions. In addition, the Supervisory Board discussed the potential effects of a possible split-up of the company in the current market environment and the related consequences and agreed on a strategic realignment. The bodies also discussed the impact of macroeconomic conditions on Brenntag’s finance and M&A strategy as well as on possible divestments and steps to optimize the portfolio. As at the other regular meetings, the Board of Management also reported on current developments in Internal Audit, Compliance, Accounting, QSHE, Sustainability and Digital, Data & Technology.
At its second extraordinary meeting on September 8, 2025, which took place virtually, the Supervisory Board addressed the decision taken by the CEO of Brenntag Essentials, Ewout van Jarwaarde, to resign his post with immediate effect as well as the resulting realignment of the management structure and the allocation of responsibilities on the Board of Management.
At the fifth ordinary meeting on December 10, 2025, the Supervisory Board addressed current business performance. Having thoroughly examined the planning for 2026, the Supervisory Board approved the budget for the coming financial year. In addition, the report from the Board of Management focused on the development of Brenntag Essentials’ business in North America. The Board of Management also gave an update on the intensified cost-reduction program. Further points of focus included the discussion and adoption of the declaration of conformity with the German Corporate Governance Code and the updating of the travel guideline for Board of Management members. Having discussed it in depth, the Supervisory Board approved the acquisition of 100 percent of the shares in Airedale Newco Ltd., a chemical distributor and service provider based in the United Kingdom. The Supervisory Board also discussed the strategic priorities for the coming year as well as progress on IT and personnel matters. As proposed by the Nomination and Remuneration Committee, the Supervisory Board decided to propose to the 2026 Annual General Meeting that Ulrich Harnacke be re-elected and Claudine Mollenkopf and Guus Dekkers be elected members of the Supervisory Board.
Committee activities
In addition to the Audit and Compliance Committee, the Supervisory Board has established a Nomination and Remuneration Committee and a Transformation and ESG Committee.
Audit and Compliance Committee
The Audit and Compliance Committee was headed by Ulrich Harnacke as Chair throughout the reporting period. Sujatha Chandrasekaran was likewise a member of the committee throughout the period. Stefanie Berlinger was also a member of the committee until the date of the Annual General Meeting on May 22, 2025. Following his election by the Annual General Meeting on May 22, 2025, the newly elected Supervisory Board member Dominik de Daniel joined the committee in place of Stefanie Berlinger. The committee meets the statutory requirements under Section 100, para. 5 of the German Stock Corporation Act (AktG) and recommendation D.3 of the German Corporate Governance Code (GCGC) regarding the financial expertise of its members, as explained in further detail in the corporate governance statement. In the reporting period, the Audit and Compliance Committee held nine ordinary meetings, of which four took place in person and five virtually. In addition, regular calls took place for a preliminary discussion of the quarterly financial publications. In the reporting period, the Chief Financial Officer’s attendance at the committee meetings was provided by Dr. Kristen Neumann until March 31 and then by Thomas Reisten. Depending on the topic of the agenda items, other members of the Supervisory Board and the Board of Management also attended the meetings, including Richard Ridinger, Jens Birgersson and Ewout van Jarwaarde. In addition, representatives from Deloitte as auditor attended the meetings on the half-year and full-year periods. Moreover, the committee also consulted regularly with the auditor without the Board of Management. The Chair of the committee also engaged in close, direct dialog with the Chief Financial Officer and members of senior management from Accounting, Internal Audit, Compliance & Whistleblowing, Sustainability and Legal.
In the reporting period, the committee dealt with the following matters of focus:
The committee carried out a comprehensive preliminary review of the 2024 annual financial statement documents, the Group sustainability statement and the statutory auditor’s reports to the Supervisory Board and, following a careful analysis, recommended that the Supervisory Board endorse the findings of the audit and adopt the annual financial statements. In addition, the committee addressed and examined the quarterly financial statements, the half-year financial report and the statutory auditors’ respective audit reports. After Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, was confirmed as statutory auditor at the Annual General Meeting in the reporting period and stated to the committee that it was independent and that there were no circumstances that would call its impartiality into question, the committee assured itself of the auditor’s required independence and issued the audit engagement. Subsequently, the Audit and Compliance Committee continuously monitored the quality of the audit and the independence of the statutory auditor. In addition, the committee kept itself informed about the internal organization of the audit team and discussed with the auditors the audit strategy, the planning and the focal points set for the audit.
At its meetings, the committee also dealt in depth with the Group’s financial results and its financial accounting and reporting as well as with specific accounting matters, such as the disposal of Raj Petro and ongoing litigation. Other points of focus included reviewing the further development of compliance and risk management, the effectiveness and further development of the internal control system, the findings of internal audits, the status of relatively large IT projects and the safeguarding of information security.
Nomination and Remuneration Committee
Until the close of the 2025 Annual General Meeting, the Nomination and Remuneration Committee was composed of the members Dr. Andreas Rittstieg (Chair), Richard Ridinger and Wijnand Donkers. Karl von Rohr took over as Chair following his election at the Annual General Meeting; after the Annual General Meeting, the Supervisory Board elected Richard Ridinger and Stefanie Berlinger as further members. The committee held six in-person meetings in the reporting period, supplemented by regular consultations and telephone calls. The Nomination and Remuneration Committee devoted particular time and attention to the short- and long-term succession planning for the Board of Management and the Supervisory Board. The focus here was on identifying suitable external candidates with potential for future Board of Management or Supervisory Board positions and conducting appropriate discussions to assess their suitability. The committee also assumed responsibility for and managed the succession and selection processes for upcoming changes on the Board of Management. Furthermore, in view of the Supervisory Board election in 2026, the committee drew up candidate recommendations bearing in mind the qualification matrix adopted by the Supervisory Board in order to ensure that the skills-, expertise- and diversity-related targets were met. The committee also checked the compliance of the Board of Management and the Supervisory Board with the share ownership obligations and devoted attention to reviewing the Board of Management remuneration and assessing target achievement for the financial year.
Transformation and ESG Committee
Until the close of the Annual General Meeting, the Transformation and ESG Committee was composed of Wijnand Donkers (Chair), Richard Ridinger and Ulrich Harnacke. Following the 2025 Annual General Meeting, the Supervisory Board elected Susanne Wiegand to the committee as successor to Ulrich Harnacke. The Transformation and ESG Committee held five ordinary meetings in the reporting period, of which four took place in person and one virtually. The committee focused mainly on the further development of the Group strategy and on supporting the transformation process.
The members discussed the strategic direction of the Brenntag Essentials and Brenntag Specialties divisions, their operating performance and the progress of the cost-reduction measures.
The committee also reviewed the ESG strategy, management of the sustainable product portfolio and the achievement of the ESG targets for the reporting period as well as the development of the ESG agenda for 2026. In addition, the Board of Management reported to the committee on current HSE-related incidents, explained progress in HSE management and discussed measures to further improve site safety.
Governance on the Supervisory Board
In the reporting period, the Supervisory Board dealt in depth with the corporate governance standards put into practice within the company and with the implementation of the recommendations and suggestions in the German Corporate Governance Code. In doing so, the Supervisory Board regularly examined the appropriateness of its governance structures and processes.
Investor dialog
I, as Chair of the Supervisory Board, maintained regular dialog with major institutional investors, proxy advisers and shareholder associations in the reporting period. In addition, the governance roadshow took place in February 2026, where I primarily presented the plans for the personnel changes on the Supervisory Board, the remuneration of the Board of Management and other aspects of corporate governance.
Conflicts of interest
The Supervisory Board attaches considerable importance to promptly identifying, preventing and, if necessary, appropriately handling potential conflicts of interest. In this context, the external appointments held by the Supervisory Board members at other companies and on other bodies were also regularly reviewed for possible conflicts of interest. No significant conflicts of interest were identified in the reporting period. Therefore, the Supervisory Board once again confirms its assessment that all members are independent of the Board of Management and the company.
Further information on corporate governance and the declaration of conformity in accordance with the German Corporate Governance Code is contained in the corporate governance statement.
Training and professional development
In the reporting period, the members of the Supervisory Board undertook continuing development and training measures to further expand their skills for the purposes of effectively supervising and advising the Board of Management.
During the onboarding of the new Supervisory Board members, these were fully informed about corporate governance at Brenntag, the organization, the business processes and the work of the Supervisory Board. In addition, individual introductory meetings were held with members of the Supervisory Board and the Board of Management in order to explain the business model and corporate strategy.
Training formats were also offered by the company in the reporting period. These included an AI literacy course delivered in March, which conveyed central technical and regulatory developments in artificial intelligence and in particular looked at the implications for governance, compliance and supervisory duties at supervisory board level. In addition, training sessions were held to provide information on the current environment and challenges in the chemical industry and distribution as well as the distinguishing features of the various business models at Brenntag. During the aforementioned offsite meeting, the members of the Supervisory Board also took part in site visits where they were able to learn more about operating processes and interact directly with operations staff.
In addition, the Supervisory Board independently engaged in external training formats in order to enhance their professional expertise. In the reporting period, these included events on the current economic trend and market structure in China, roundtable discussions on current corporate governance issues and webcast series on the practical implementation of human rights and environmental due diligence obligations. In addition, some members took part in dialog formats where they exchanged experience of new accounting standards, in specialist Audit Committee formats and in general Board seminars. Some members of the Supervisory Board also attended conferences and professional events on geopolitical, security policy and defense policy issues.
Audit of the annual and consolidated financial statements
The Board of Management prepared the annual financial statements of Brenntag SE for the period ended December 31, 2025 and the Group management report combined with the management report of Brenntag SE in accordance with the requirements of the German Commercial Code (HGB) and the German Stock Corporation Act (AktG). The consolidated financial statements were prepared in accordance with IFRSs (International Financial Reporting Standards), as applicable in the EU, and the relevant supplementary provisions of German commercial law pursuant to Section 315e, para. 1 HGB. Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, which was appointed at the 2025 Annual General Meeting, was engaged by the Supervisory Board to audit the Annual Report 2025. Deloitte audited the annual financial statements of Brenntag SE, the consolidated financial statements, the management report of Brenntag SE and the combined Group management report (excluding the Group sustainability statement) and in each case issued an unqualified auditors’ report. In addition, an engagement to obtain limited assurance or reasonable assurance was performed on the Group sustainability statement contained in the combined management report. All documents, the annual financial statements of Brenntag SE, the consolidated financial statements and the Group management report combined with the management report of Brenntag SE, including the Group sustainability statement, the Board of Management’s proposal for the appropriation of profit and the statutory auditor’s audit reports were made available to the members of the Audit and Compliance Committee in good time. The documents were discussed in detail at a preparatory meeting held by the committee on March 9, 2026. They were dealt with in depth at the meeting held by the committee on March 9, 2026, and then at the Supervisory Board meeting on March 10, 2026, in each case with the statutory auditor in attendance. In the process, the audit findings, the key audit matters identified, the audit focal points and the audit procedures performed were discussed in full. Following the preliminary review by the Audit and Compliance Committee, and based on its own examination, the Supervisory Board raised no objections. It endorses the findings of the financial statements audit and the examination of the non-financial Group report and approves the financial statements prepared by the Board of Management. The annual financial statements are thus regarded as adopted on March 10, 2026. The Supervisory Board supports the Board of Management’s proposal to use the distributable profit to pay a dividend of EUR 1.90 per dividend-bearing no-par value share.
Conclusion and outlook
Overall in the reporting period, the Supervisory Board and the Board of Management worked very closely together in a relationship of trust and took the reporting period as an opportunity to position the company for sustainable, long-term success. In this context, and on behalf of the entire Supervisory Board, I would first like to again sincerely thank our long-serving Deputy Chair of the Supervisory Board, Andreas Rittstieg, for the excellent working relationship and his considerable dedication. On behalf of the Supervisory Board, I would also like to wholeheartedly thank Dr. Christian Kohlpaintner for his reliable management of Brenntag SE as Chief Executive Officer in the geopolitically uncertain and economically challenging times since 2020 and in particular for initiating and implementing the extensive program to transform the company. Our sincere thanks also go to the Board of Management members who stepped down during 2025, Dr. Kristin Neumann, Ewout van Jarwaarde and Michael Friede, for their efforts and achievements on behalf of Brenntag.
Looking to the current financial year, we, as the Supervisory Board, will carefully track and constructively support the company’s strategic positioning, its operational resilience and the effectiveness of the initiated measures in light of an ever-evolving market environment. Responsible business conduct, robust governance and sustainable value creation for shareholders remain the points of reference for the Supervisory Board’s work here. Building on the change processes put in place in the reporting period, I believe that Brenntag is well-equipped for the challenges in our markets and the economy as a whole.
On behalf of the Supervisory Board, I would like to take this opportunity to sincerely thank all employees, the Executive Committee and the Board of Management for their dedicated service. Together, Brenntag will successfully expand our leading market position, even in the currently difficult macroeconomic environment.
For the Supervisory Board
Richard Ridinger
Chair
Chair
Essen, March 2026
