PrimeStone Capital LLP: Letter to the Supervisory Board of Brenntag SE

London, 12th June, 2023

Subject: Supervisory Board Must Act to Ensure Shareholder Democracy and Transparency at Brenntag AGM

Dear Members of the Supervisory Board,

PrimeStone Capital is a 2% shareholder of Brenntag and has submitted three countermotions at the upcoming Annual General Meeting (AGM). We are writing this letter because it has come to our attention that many shareholders are facing significant challenges in exercising their right to vote on these countermotions. This is primarily due to the countermotions not appearing on the voting platforms and to the rigidity of various third-party custodial actors combined with the lack of responsiveness of Computershare, the company’s registrar. Several factors are contributing to this situation:

(i)    Timing: Some shareholders have requested live voting attendance cards well in advance of voting deadlines but have simply not received them promptly;
(ii)    Account Grouping: Many shareholders own their shares over multiple mandates and are currently unable to group them under a single shareholder AGM attendance card. Shareholders with numerous mandates are therefore effectively prevented from attending live and voting on the countermotions. This inability to exercise their basic voting rights constitutes a significant reduction in shareholder rights from an in-person meeting where one individual would have been able to attend and represent all of an institution’s holdings;
(iii)    Voting Instructions Conflicts: Some shareholders have submitted platform instructions as a safety vote in case their attendance cards were not processed in time. The processing of the platform instructions now appears to block the issuance of attendance cards. This effectively prevents the shareholders from voting on countermotions, depriving them of their shareholder rights.

We know of shareholders representing a meaningful portion of Brenntag’s capital who are currently unable to cast their votes on the countermotions. This includes some very large institutions who see voting at AGMs as one of their primary responsibilities. The obstacles mentioned above are hindering the fundamental principles of shareholder democracy. We firmly believe that every shareholder should have equal and fair opportunities to participate in the decision-making process of the AGM. This is clearly not the case.

Therefore, we request Brenntag take immediate action to rectify this situation and ensure responsiveness of Computershare, the company’s registrar. Brenntag can instruct Computershare immediately to properly facilitate the voting on the countermotions. This would entail:

(i)    Accelerating the process to obtain attendance cards in time,
(ii)    Allowing shareholders to aggregate mandates under a single attendance card upon request, and
(iii)    Allowing shareholders who have already voted through platforms to convert their votes to an attendance card so that live votes could override platform votes for shareholders who still want to vote live.

Thank you for your attention to this urgent matter. We look forward to your timely response.

Yours sincerely,

PrimeStone

https://primestonecapital.com/engagement/
https://revivebrenntag.com/

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