Authorization to create authorized capital
In the period ending on February 28, 2015, the Board of Management is authorized, subject to the consent of the Supervisory Board, to increase the registered share capital of Brenntag AG in one or more tranches by up to EUR 25,750,000 in aggregate by issuing up to 25,750,000 new no-par-value registered shares against cash con- tributions or non-cash contributions. In principle, shareholders are to be granted a pre-emption right. However, the Board of Management is authorized, subject to the consent of the Supervisory Board, to exclude the statutory pre-emption right in relation to one or more increases in the share capital within the scope of the authorized share capital,
(i) to exclude fractional amounts resulting from the subscription ratio from the statutory pre-emption right of the shareholders;
(ii) in case of increases of the share capital against non-cash contributions in particular – but without limita- tion – to acquire companies, divisions of companies or interests in companies;
(iii) in the case that the increase of the share capital is against cash contributions and provided that the issue price of the new shares is not substantially lower (within the meaning of sections 203, paras 1 and 2, 186, para. 3, sentence 4 of the German Stock Corporation Act) than the stock exchange price for shares in the company of the same class and having the same conditions already listed at the fi nal determination of the issue price and provided that the amount of the share capital represented by the shares issued pursuant to this lit (iii) under the exclusion of the statutory pre-emption right in accordance with section 186, para. 3, sentence 4 of the German Stock Corporation Act does not exceed 10% of the share capital;
(iv) to fulfi ll obligations of Brenntag AG from convertible bonds or warrant-linked bonds or profi t-sharing cer- tifi cates or participating bonds (or combinations of these instruments), which have been issued by Brenntag AG or dependent companies or by majority-owned subsidiaries of Brenntag AG and which provide for a conver- sion or option right or an obligation to convert.
The Board of Management determines, subject to the consent of the Supervisory Board, the further details regarding the rights attached to the shares and the conditions of the share issue.
Authorization to acquire and sell treasury shares in accordance with section 71, para. 1, No. 8 of the German Stock Corporation Act
By resolution of the General Shareholders’ Meeting on March 19, 2010, the company was authorized to purchase its own shares up to a total of 10% of the company’s share capital at the time of the resolution, provided that the shares purchased on the basis of this authorization and other shares of the company which Brenntag AG has already purchased and still owns do not in aggregate at any time amount to more than 10% of the share capital. The authorization may be exercised in one or more tranches, once or several times. It became eff ective at the close of the General Shareholders’ Meeting on March 19, 2010 and remains in eff ect until February 28, 2015. If the shares are purchased on the stock exchange, the purchase price (excluding incidental transaction costs) may not be more than 10% lower or higher than the arithmetic mean of the share price (closing auction price of the Brenntag share on the XETRA trading platform or a comparable successor system) on the stock exchange in Frankfurt am Main on the last fi ve trading days before the shares are purchased or an obligation to purchase the shares is entered into. If the shares are purchased by a public off er to all shareholders or by other means in accordance with section 53a of the German Stock Corporation Act, the purchase price paid to the shareholders (excluding incidental transaction costs) may not be more than 10% lower or higher than the arithmetic mean of the share price (closing auction price of the Brenntag share on the XETRA trading platform or a comparable successor system) on the stock exchange in Frankfurt am Main on the last fi ve trading days before announcement of the off er or, in the case of purchase by other means, before such purchase. The authorization may be exercised for any purpose permitted by law, including but not limited to the pursuit of one or more of the following objec- tives. With the consent of the Supervisory Board, the Board of Management is authorized to use their own shares purchased other than by way of a sale on the stock exchange or by means of an off er to all shareholders as fol- lows, and to exclude shareholders’ pre-emption rights in full or in part:
(i) to exclude fractional amounts resulting from the subscription ratio from the statutory pre-emption right of the shareholders;
(ii) in case of sale of the shares against non-cash contributions in particular – but without limitation – to acquire companies, divisions of companies or interests in companies;
(iii) in the case of sale of the shares against cash contributions provided that said sale is at a price which is not substantially lower than the stock exchange price for shares of Brenntag AG at the date of sale (simplifi ed exclusion of the pre-emption right in accordance with sections 186, para. 3, sentence 4, 71, para. 1, No. 8, sentence 5, second half of the sentence of the German Stock Corporation Act). This authorization is in prin- ciple limited to an aggregate of no more than 10% of the current share capital of the company, or if this fi gure is lower, of the share capital existing at the time of exercise of this authorization;
(iv) to fulfi ll obligations of Brenntag AG arising from conversion and option rights or conversion obligations resulting from convertible bonds or bonds with warrants and/or profi t-sharing certifi cates or participating bonds (or combinations of these instruments) which provide for a conversion or option right or an obligation to convert and which are issued by Brenntag AG or dependent companies or by majority-owned subsidiaries of Brenntag AG.
The right to a report by the Board of Management in accordance with section 71, para. 1, No. 8, and section 186, para. 4, sentence 2 of the German Stock Corporation Act on the reason for the exclusion of the statutory pre- emption right was irrevocably waived.
Authorization to issue convertible bonds or warrant-linked bonds or profi t-sharing certifi cates with conversion or option rights, creation of contingent capital and corresponding amendments to the Articles of Association By resolution of the General Shareholders’ Meeting on March 19, 2010, the Board of Management was authorized, with the consent of the Supervisory Board, until February 28, 2015 to issue once or several times bearer or reg- istered convertible bonds or warrant-linked bonds or profi t-sharing certifi cates with conversion or option rights with limited or unlimited maturities up to an aggregate principal amount of EUR 2,000,000,000 (hereinafter jointly referred to as bonds) and to grant the bond holders or creditors conversion or option rights to up to 20,500,000 new shares of Brenntag AG with a pro-rata amount of the share capital of up to EUR 20,500,000 in accordance with the more detailed terms and conditions of the convertible bonds, warrant-linked bonds and/ or profi t-sharing certifi cates (hereinafter referred to as conditions). Said bonds may be denominated in euros or – in the equivalent amount – in another legal currency, for example that of an OECD country. The individual issues may be divided into partial bonds, each bearing identical rights. The bonds may also be issued against non-cash contributions. The Board of Management is authorized to exclude, with the consent of the Supervisory Board, shareholders’ pre-emption rights to bonds:
(i) to exclude fractional amounts resulting from the subscription ratio from the statutory pre-emption right of the shareholders;
(ii) to sell bonds against non-cash contributions, in particular but without limitation, to acquire companies, divisions of companies or interests in companies;
(iii) to sell bonds against cash contributions, provided the bonds are sold at an issue price which is not signifi - cantly lower than the theoretical fair value of said bonds calculated according to recognized fi nancial calcu- lation methods. Said authorization to exclude the statutory pre-emption right shall, however, only apply insofar as the shares issued or to be issued to fulfi ll conversion or option rights or meet an obligation to convert do not account for more than 10% of the share capital at the time of this authorization being exercised; (iv) as far as necessary, to fulfi ll obligations of Brenntag AG from convertible bonds, warrant-linked bonds or
profi t-sharing certifi cates or participating bonds (or combinations of these instruments), which have been issued by Brenntag AG and which provide for a conversion or option right or an obligation to convert. If convertible bonds or profi t-sharing certifi cates with conversion rights are issued, the holders shall have the right to convert their bonds to new shares of Brenntag AG in accordance with the bond conditions.
In the case of warrant-linked bonds or profi t-sharing certifi cates with option rights, each partial bond and/or each profi t-sharing certifi cate shall have one or several warrants attached to it, granting the holder the right to subscribe to shares of Brenntag AG in accordance with the option conditions.
The share capital of Brenntag AG was conditionally increased by up to EUR 20,500,000 through the issuance of up to 20,500,000 new no-par-value registered shares with profi t participation rights from the beginning of the fi nancial year in which they are issued. The conditional capital increase serves to issue shares to the holders or creditors of convertible or warrant-linked bonds as well as profi t-sharing certifi cates with option or conversion rights which may be issued until February 28, 2015, based on the aforementioned authorization, by Brenntag AG. The conditional capital increase may only be implemented to the extent that option or conversion rights under warrants or bonds have been exercised or conversion obligations under such warrants or bonds have to be fulfi llled and to the extent that neither treasury shares nor new shares from the authorized capital are being used to fulfi ll such claims. The Board of Management has been authorized to set forth the additional details of the implementation of the conditional capital increase.