Expert Corporate Governance Service (ECGS)
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proxy report 19/06/2018

Under agenda item 11a and 11b, the Company requests the renewal of an authorisation to issue shares and grant rights to subscribe for shares. The proposed authorisation amounts to 100% of the shares (outstanding at 31 December 2016) and covers a period of 18 months from the date of the 2017 AGM (item 11a) with an exclusion of preemptive rights of up to 20% (item 11b). A comparable resolution received OPPOSE votes of between 15 to 20% at the three previous AGMs. As the requested authorisations are not in line with our guidelines, we recommend OPPOSE.

Under agenda item 12, It is proposed to authorise the Managing Board to repurchase the Company's own shares over a period of 18 months. The authorisation to repurchase shares up to 10% of the issued share capital is in line with local market practice as is the price range for ordinary shares. However, our guidelines stipulate that we vote OPPOSE regarding share repurchases in case a company is unable to offer a dividend. Furthermore, with respect to preference and finance preference shares, we must note that the price range is rather wide (a price between one Euro cent (EUR 0.01) and three times the issuance price). A possible premium of three times the issuance price is considered as too generous. Furthermore, this price range is not well motivated by the company. Given the concerns mentioned above, we recommend to OPPOSE the resolution.

Brenntag AG

Brenntag is a chemical distributor. Co. provides its customers and suppliers a range of services and global supply chain management as well as a chemical distribution network in Europe, North and Latin America as well as in the Asia Pacific region. Co. manages its business through its regionally structured segments in Europe, North America, Latin America and Asia Pacific. Co. provides a range of products as well as services such as just-in-time delivery, product mixing, blending, repackaging, inventory management, drum return handling as well as technical and laboratory services for specialty chemicals.


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Expert Corporate Governance Service (ECGS)

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