Investor Q&A: Conversion to European Company (“SE”)

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Brenntag plans the conversion of its legal form into European Company (“SE”)

What is an "SE"?

The abbreviation SE stands for Societas Europaea. It is a European

stock corporation, i.e. a company whose share capital is divided into shares. In this respect, it is comparable with the German stock corporation (Aktiengesellschaft).

Why will Brenntag AG be converted into an SE?

The SE as a European company form stands for international and modern companies, which do not see themselves only as part of a national system, but rather as an international company with European roots. The legal form of the SE is internationally recognized and generally assessed favorably by the capital market.

Which other companies have chosen this legal form?

Today, many renowned and globally active companies originating in Europe have chosen the legal form of an SE. In the German Stock Index DAX the following companies have chosen this company form: Allianz SE, BASF SE, E.ON SE, Fresenius SE, SAP SE and Vonovia SE.

What are the essential steps of a conversion from an AG to an SE?

The Management Board and Supervisory Board of the stock corporation decide that the conversion procedure is to be initiated. Then, a participation procedure with the employees in the EEA states will be started. At the same time, the company prepares the necessary corporate documents, such as a conversion plan and articles of association. Finally, the General Shareholders’ Meeting formally resolves on the conversion and the corporate documents. The conversion into an SE becomes effective upon registration in the commercial register.

When will the conversion be effective?

The conversion will only become effective once it is registered in the German commercial register after completion of the relevant steps, e.g. preparation of the relevant documents such as the conversion plan and the new articles of association, negotiation of a participation agreement with the employees, as well as the resolution of the General Shareholders’ Meeting. As of today, it is expected that the conversion to Brenntag SE will take effect in summer 2020.

Will the conversion have an effect on the listing at Frankfurt stock exchange?

No. Shareholder rights, financial reporting and the listing of the Brenntag shares on the Frankfurt Stock Exchange are not affected by the conversion.

What changes will bring the conversion for shareholders?

There will be no changes for the shareholders of Brenntag AG except that they automatically become shareholders of Brenntag SE upon the conversion taking effect.

Does the WKN or ISIN change?

No, the WKN and ISIN remain unchanged.

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