{"success":true,"data":{"pressRelease":{"id":"96090","rtpr_id":"nGNXbGbZlX","ticker":"AXTA","exchange":"NYSE","all_tickers":["AXTA"],"title":"AkzoNobel and Axalta enhance governance arrangements following shareholder dialogue","author":"Globe Newswire","published_at":"2026-07-23T06:00:00.183Z","article_body":"AMSTERDAM and PHILADELPHIA, July 23, 2026 (GLOBE NEWSWIRE) -- Akzo Nobel N.V.\n(“AkzoNobel”) and Axalta Coating Systems Ltd. (“Axalta”) today\nannounced enhancements to the proposed governance arrangements for the\ncombined company following completion of their pending merger of equals.\n\nSince announcing the proposed all-share merger of equals and convening of the\nAkzoNobel EGM and Axalta SGM, AkzoNobel and Axalta have engaged extensively\nwith shareholders and other stakeholders on the governance of the combined\ncompany. That dialogue has led to the following refinements:\n* Annual re-election of all Directors following the initial three-year period\nafter completion (previously contemplated following a five-year period after\ncompletion); and\n* Approval threshold applicable during the initial three-year period after\ncompletion of two-thirds of Non-Executive Directors (previously contemplated\nas 75%) for (i) any proposal to the general meeting regarding the appointment\nand dismissal of Directors, (ii) the appointment and removal of the CEO,\nDeputy CEO and CFO, (iii) designation of the Chair and Vice Chair titles and\n(iv) amendments to the remuneration policy.\nRakesh Sachdev, Chair of the Axalta Board of Directors, stated, “We are\npleased to announce these governance enhancements following constructive\nengagement with our shareholders. We believe these changes reinforce our\ncommitment to strong corporate governance and effective Board oversight while\nfurther strengthening the governance framework of the combined company. We\nappreciate the feedback we've received throughout this process and remain\nconfident that this combination will create a premier global coatings company\nthat delivers significant long-term value for all shareholders.”\n\nBen Noteboom, Chairman of the Supervisory Board of AkzoNobel, said: “We have\nlistened thoughtfully to our shareholders and believe these changes reflect\nthe spirit of partnership and accountability that will define the combined\ncompany from day one. We are grateful for the constructive engagement that has\nshaped these improvements, which further align the governance of the combined\ncompany with the interests of all shareholders and other stakeholders.”\n\nThese governance enhancements do not require any changes to the proposed\nArticles of Association of the combined company. As a result, the AkzoNobel\nEGM and Axalta SGM planned for August 5, 2026 are proceeding as planned, with\nthe existing agenda items unaffected.\n\nThis is a public announcement by Akzo Nobel N.V. and Axalta pursuant to\nsection 17 paragraph 1 of the European Market Abuse Regulation (596/2014).\n\nAbout AkzoNobel \nSince 1792, we’ve been supplying the innovative paints and coatings that\nhelp to color people’s lives and protect what matters most. Our world class\nportfolio of brands – including Dulux, International, Sikkens and Interpon\n– is trusted by customers around the globe. We’re active in more than 150\ncountries and use our expertise to sustain and enhance everyday life. Because\nwe believe every surface is an opportunity. It’s what you’d expect from a\npioneering and long-established paints company that’s dedicated to providing\nmore sustainable solutions and preserving the best of what we have today –\nwhile creating an even better tomorrow. Let’s paint the future together.\n\nAbout Axalta \nAxalta is a global leader in the coatings industry, providing customers with\ninnovative, colorful, beautiful and sustainable coatings solutions. From light\nvehicles, commercial vehicles and refinish applications to electric motors,\nbuilding facades and other industrial applications, our coatings are designed\nto prevent corrosion, increase productivity and enhance durability. With more\nthan 150 years of experience in the coatings industry, the global team at\nAxalta continues to find ways to serve our more than 100,000 customers in over\n140 countries better every day with the finest coatings, application systems\nand technology. For more information visit axalta.com\n(https://www.globenewswire.com/Tracker?data=c3baqZhPqLRhtSEt_AzWRmW0DkqkJS_QEgbi6Z3rDWOihLu97szC4_JNZgIOs1XFjTxLg02dBLtWjFB6h5cX3UP2zPqpRtXUSK_aiYMJMYg=)\nand follow us on LinkedIn\n(https://www.globenewswire.com/Tracker?data=B4ZKO-HclUye5Pdco3KjygjlBTVU6UvmFE1ylrO-drmxC64w1AK6XxMd0NjMqw8PZelEOUvCZ-LcvILAULjQfwtKUdEXhTXBjDfNMMqz6c4=).\n\n Not for publication – for more information  AkzoNobel Media Relations         AkzoNobel Investor Relations                                                       \n T +31 (0)88 - 969 7833 Contact: Diana Abrahams media.relations@akzonobel.com  T +31 (0)88 - 969 0139 Contact: Jan Willem Enhus investor.relations@akzonobel.com  \n                                                                                                                                                                  \n Axalta Media Relations                                                        Axalta Investor Relations                                                          \n T +31 (0)88 - 969 7833 Contact: Patricia Morschel media.relations@axalta.com  T +1 (610) 999-9407 Contact: Colleen Lubic investor-relations@axalta.com           \n                                                                                                                                                                  \n\nSafe Harbor Statement\n\nThis media release contains statements which address such key issues as\nAkzoNobel’s growth strategy, future financial results, market positions,\nproduct development, products in the pipeline and product approvals. Such\nstatements should be carefully considered, and it should be understood that\nmany factors could cause forecast and actual results to differ from these\nstatements. These factors include, but are not limited to, price fluctuations,\ncurrency fluctuations, developments in raw material and personnel costs,\npensions, physical and environmental risks, legal issues, and legislative,\nfiscal, and other regulatory measures, as well as significant market\ndisruptions. Stated competitive positions are based on management estimates\nsupported by information provided by specialized external agencies. For a more\ncomprehensive discussion of the risk factors affecting our business, please\nsee our latest annual report.\n\nImportant Information Regarding the Proposed Axalta Transaction\nGeneral Restrictions\nThis communication is not for release, publication, or distribution, in whole\nor in part, in or into, directly or indirectly, any jurisdiction in which such\nrelease, publication, or distribution would be unlawful.\n\nThis communication is not a prospectus and the information in this\ncommunication is not intended to be complete. This communication is for\ninformational purposes only and is not intended to be and shall not constitute\na solicitation of any vote or approval, or an offer to buy or sell, or the\nsolicitation of an offer to buy or sell, any securities, or an invitation or\nrecommendation to subscribe for, acquire or buy securities of AkzoNobel or\nAxalta or any other financial products or securities, in any place or\njurisdiction, nor shall there be any offer, solicitation or sale of securities\nin any jurisdiction in which such offer, solicitation or sale would be\nunlawful prior to registration or qualification under the securities laws of\nany such jurisdiction. No offer of securities shall be made except by means of\na prospectus meeting the requirements of Section 10 of the U.S. Securities Act\nof 1933, as amended (the “Securities Act”).\n\nAny decision to purchase, subscribe for, otherwise acquire, sell or otherwise\ndispose of any securities must be made only on the basis of the information\ncontained in and incorporated by reference into the prospectus with respect to\nthe shares to be allotted by AkzoNobel in the proposed transaction, which was\npublished on June 24, 2026. \n\nThe distribution of this communication may, in some countries, be restricted\nby law or regulation. Accordingly, persons who come into possession of this\ndocument should inform themselves of and observe these restrictions. To the\nfullest extent permitted by applicable law, AkzoNobel and Axalta disclaim any\nresponsibility or liability for the violation of any such restrictions by any\nperson. Neither AkzoNobel, nor Axalta, nor any of their advisors assume any\nresponsibility for any violation by any person of any of these restrictions.\nShareholders of AkzoNobel and Axalta, respectively, with any doubt as to their\nposition should consult an appropriate professional advisor without delay.\n\nThis communication is addressed to and directed only at, persons who are\noutside the United Kingdom or, in the United Kingdom, at persons who are: (i)\npersons having professional experience in matters relating to investments\nfalling within Article 19(5) of the Financial Services and Markets Act 2000\n(Financial Promotion) Order 2005 (the “Order”), (ii) persons falling\nwithin Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may\notherwise lawfully be communicated pursuant to the Order (all such persons\ntogether being referred to as, “Relevant Persons”). This communication is\ndirected only at Relevant Persons. Other persons should not act or rely on\nthis communication or any of its contents.   Any investment or investment\nactivity to which this communication relates is available only to Relevant\nPersons and will be engaged in only with such persons. Solicitations resulting\nfrom this communication will only be responded to if the person concerned is a\nRelevant Person.\n\nAdditional Information and Where To Find It\nIn connection with the proposed transaction between AkzoNobel and Axalta,\nAkzoNobel filed with the U.S. Securities and Exchange Commission (the\n“SEC”) a registration statement on Form F-4 on May 27, 2026, as amended on\nJune 18, 2026, which included a proxy statement of Axalta that also\nconstitutes a prospectus with respect to the shares to be offered by AkzoNobel\nin the proposed transaction. The registration statement was declared effective\nby the SEC on June 23, 2026. In connection with the proposed transaction, on\nJune 24, 2026, Axalta filed with the SEC a definitive proxy statement and, on\nor about June 24, 2026, Axalta commenced mailing the definitive proxy\nstatement to its holders of record as of June 11, 2026. Each of AkzoNobel and\nAxalta will also file other relevant documents in connection with the proposed\ntransaction. This communication is not a substitute for any registration\nstatement, proxy statement/prospectus or other documents AkzoNobel and/or\nAxalta may file with the SEC or any other competent regulator in connection\nwith the proposed transaction. This communication does not contain all the\ninformation that should be considered concerning the proposed transaction and\nis not intended to form the basis of any investment decision or any other\ndecision in respect of the proposed transaction. BEFORE MAKING ANY VOTING OR\nINVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF AKZONOBEL\nAND AXALTA ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY\nSTATEMENT/PROSPECTUS, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE\nFILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS\nTO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY\nBECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT\nAKZONOBEL, AXALTA, THE PROPOSED TRANSACTION AND RELATED MATTERS. The\nregistration statement and proxy statement/prospectus and other relevant\ndocuments filed by AkzoNobel and Axalta with the SEC are available free of\ncharge at the SEC’s website at www.sec.gov. In addition, investors and\nshareholders are able to obtain free copies of the proxy statement/prospectus\nand other documents filed with the SEC from Axalta’s investor relations\nwebpage at https://ir.axalta.com/sec-filings/all-sec-filings or from\nAkzoNobel’s investor relations webpage at\nhttps://www.akzonobel.com/en/investors/all-sec-filings.\n\nThe contents of this communication should not be construed as financial,\nlegal, business, investment, tax or other professional advice. Each recipient\nshould consult with its own professional advisors for any such matter and\nadvice.\n\nParticipants in the Solicitation\nThis communication is not a solicitation of proxies in connection with the\nproposed transaction. However, under SEC rules, AkzoNobel, Axalta and certain\nof their respective directors and executive officers and other members of\ntheir respective management and employees may be deemed to be participants in\nthe solicitation of proxies in connection with the proposed transaction.\nInformation regarding the persons who may, under the rules of the SEC, be\ndeemed participants in the solicitation of proxies in connection with the\nproposed transaction, including a description of their direct or indirect\ninterests in the proposed transaction, by security holdings or otherwise, is\nset forth in the definitive proxy statement/prospectus relating to the\nproposed transaction, which was filed with the SEC on June 24, 2026.\nInformation about AkzoNobel’s supervisory board members and members of the\nboard of management is set forth in AkzoNobel’s latest annual report, as\nfiled with the AFM, the Dutch trade register and on its website\nat https://www.akzonobel.com/en/investors/results-center, and as updated from\ntime to time via filings made by AkzoNobel with the AFM. Additional\ninformation regarding the interests of persons who may, under the rules of the\nSEC, be deemed participants in the solicitation of Axalta security holders in\nconnection with the proposed transaction, which may, in some cases, be\ndifferent than those of Axalta’s shareholders generally, including a\ndescription of their direct or indirect interests, by security holdings or\notherwise, will be set forth in the proxy statement/prospectus and other\nrelevant materials when they are filed with the SEC. These documents can be\nobtained free of charge from the sources indicated above.\n\nCautionary Statement Concerning Forward-Looking Statements\nThis communication contains forward-looking statements as that term is defined\nin Section 27A of the Securities Act, and Section 21E of the Securities\nExchange Act of 1934, as amended by the Private Securities Litigation Reform\nAct of 1995, regarding, among other things, statements about management’s\nexpectations of AkzoNobel’s and Axalta’s future operating and financial\nperformance, product development, market position, and business strategy. Such\nforward-looking statements can sometimes be identified by the use of\nforward-looking terms such as “believes,” “expects,” “may,”\n“will,” “shall,” “should,” “would,” “could,”\n“potential,” “seeks,” “aims,” “projects,” “predicts,”\n“is optimistic,” “intends,” “plans,” “estimates,”\n“targets,” “anticipates,” “continues” or other comparable terms or\nnegatives of these terms, but not all forward-looking statements include such\nidentifying words. You are cautioned not to rely on these forward-looking\nstatements. Forward-looking statements are based upon current plans, estimates\nand expectations that are subject to risks, uncertainties and assumptions.\nShould one or more of these risks or uncertainties materialize, or should\nunderlying assumptions prove incorrect, actual results may vary materially\nfrom those indicated or anticipated by such forward-looking statements. We can\ngive no assurance that such plans, estimates or expectations will be achieved\nand therefore, actual results may differ materially from any plans, estimates\nor expectations in such forward-looking statements. Important factors that\ncould cause actual results to differ materially from such plans, estimates or\nexpectations include: a condition to the closing of the proposed transaction\nmay not be satisfied; the occurrence of any event that can give rise to\ntermination of the proposed transaction; a regulatory approval that may be\nrequired for the proposed transaction is delayed, is not obtained or is\nobtained subject to conditions that are not anticipated; AkzoNobel and Axalta\nare unable to achieve the synergies and value creation contemplated by the\nproposed transaction; AkzoNobel and Axalta are unable to promptly and\neffectively integrate their businesses; management’s time and attention is\ndiverted on transaction related issues; the possibility that competing offers\nor acquisition proposals may be made; disruption from the proposed transaction\nmakes it more difficult to maintain business, contractual and operational\nrelationships; the credit ratings of AkzoNobel or Axalta decline following the\nproposed transaction; legal proceedings are instituted against AkzoNobel or\nAxalta, including resulting expense or delay; AkzoNobel or Axalta is unable to\nretain or hire key personnel; the communication or the consummation of the\nproposed acquisition has a negative effect on the market price of the capital\nstock of AkzoNobel or Axalta or on AkzoNobel’s or Axalta’s operating\nresults; evolving legal, regulatory and tax regimes; changes in economic,\nfinancial, political and regulatory conditions, in the Netherlands, the United\nStates and elsewhere, and other factors that contribute to uncertainty and\nvolatility, natural and man-made disasters, civil unrest, pandemics (e.g., the\ncoronavirus (COVID-19) pandemic), geopolitical uncertainty, and conditions\nthat may result from legislative, regulatory, trade and policy changes\nassociated with the current or subsequent United States or Netherlands\nadministration; the ability of AkzoNobel or Axalta to successfully recover\nfrom a disaster or other business continuity problem due to a hurricane,\nflood, earthquake, terrorist attack, war, pandemic, security breach,\ncyber-attack, power loss, telecommunications failure or other natural or\nman-made event, including the ability to function remotely during long-term\ndisruptions; the impact of public health crises, such as pandemics and\nepidemics and any related company or governmental policies and actions to\nprotect the health and safety of individuals or governmental policies or\nactions to maintain the functioning of national or global economies and\nmarkets, including any quarantine, “shelter in place,” “stay at home,”\nworkforce reduction, social distancing, shut down or similar actions and\npolicies; actions by third parties, including government agencies; the risk\nthat disruptions from the proposed transaction will harm AkzoNobel’s or\nAxalta’s business, including current plans and operations and/or divert\nmanagement’s attention from AkzoNobel’s or Axalta’s ongoing business\noperations; certain restrictions during the pendency of the acquisition that\nmay impact AkzoNobel’s or Axalta’s ability to pursue certain business\nopportunities or strategic transactions; AkzoNobel’s or Axalta’s ability\nto meet expectations regarding the accounting and tax treatments of the\nproposed transaction; the risks and uncertainties discussed in AkzoNobel’s\nlatest annual report as filed with the AFM, the Dutch trade register and on\nits website at https://www.akzonobel.com/en/investors/results-center; and the\nrisks and uncertainties discussed in the “Risk Factors” and\n“Management’s Discussion and Analysis of Financial Condition and Results\nof Operations” sections in Axalta’s reports filed with the SEC. These\nrisks, as well as other risks associated with the proposed transaction, are\nmore fully discussed in the proxy statement/prospectus. Unlisted factors may\npresent significant additional obstacles to the realization of forward-looking\nstatements. We caution you not to place undue reliance on any of these\nforward-looking statements as they are not guarantees of future performance or\noutcomes and that actual performance and outcomes, including, without\nlimitation, our actual results of operations, financial condition and\nliquidity, and the development of new markets or market segments in which we\noperate, may differ materially from those made in or suggested by the\nforward-looking statements contained in this communication. Except as required\nby law, neither AkzoNobel nor Axalta assumes any obligation to update or\nrevise the information contained herein, which speaks only as of the date\nhereof.\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/6be5adf5-f29a-4164-a51e-0676150ac909)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNXbGbZlX","title":"AkzoNobel and Axalta enhance governance arrangements following shareholder dialogue","author":"Globe Newswire","ticker":"AXTA","created":"2026-07-23T06:00:00.183Z","tickers":["AXTA"],"exchange":"NYSE","article_body":"AMSTERDAM and PHILADELPHIA, July 23, 2026 (GLOBE NEWSWIRE) -- Akzo Nobel N.V.\n(“AkzoNobel”) and Axalta Coating Systems Ltd. (“Axalta”) today\nannounced enhancements to the proposed governance arrangements for the\ncombined company following completion of their pending merger of equals.\n\nSince announcing the proposed all-share merger of equals and convening of the\nAkzoNobel EGM and Axalta SGM, AkzoNobel and Axalta have engaged extensively\nwith shareholders and other stakeholders on the governance of the combined\ncompany. That dialogue has led to the following refinements:\n* Annual re-election of all Directors following the initial three-year period\nafter completion (previously contemplated following a five-year period after\ncompletion); and\n* Approval threshold applicable during the initial three-year period after\ncompletion of two-thirds of Non-Executive Directors (previously contemplated\nas 75%) for (i) any proposal to the general meeting regarding the appointment\nand dismissal of Directors, (ii) the appointment and removal of the CEO,\nDeputy CEO and CFO, (iii) designation of the Chair and Vice Chair titles and\n(iv) amendments to the remuneration policy.\nRakesh Sachdev, Chair of the Axalta Board of Directors, stated, “We are\npleased to announce these governance enhancements following constructive\nengagement with our shareholders. We believe these changes reinforce our\ncommitment to strong corporate governance and effective Board oversight while\nfurther strengthening the governance framework of the combined company. We\nappreciate the feedback we've received throughout this process and remain\nconfident that this combination will create a premier global coatings company\nthat delivers significant long-term value for all shareholders.”\n\nBen Noteboom, Chairman of the Supervisory Board of AkzoNobel, said: “We have\nlistened thoughtfully to our shareholders and believe these changes reflect\nthe spirit of partnership and accountability that will define the combined\ncompany from day one. We are grateful for the constructive engagement that has\nshaped these improvements, which further align the governance of the combined\ncompany with the interests of all shareholders and other stakeholders.”\n\nThese governance enhancements do not require any changes to the proposed\nArticles of Association of the combined company. As a result, the AkzoNobel\nEGM and Axalta SGM planned for August 5, 2026 are proceeding as planned, with\nthe existing agenda items unaffected.\n\nThis is a public announcement by Akzo Nobel N.V. and Axalta pursuant to\nsection 17 paragraph 1 of the European Market Abuse Regulation (596/2014).\n\nAbout AkzoNobel \nSince 1792, we’ve been supplying the innovative paints and coatings that\nhelp to color people’s lives and protect what matters most. Our world class\nportfolio of brands – including Dulux, International, Sikkens and Interpon\n– is trusted by customers around the globe. We’re active in more than 150\ncountries and use our expertise to sustain and enhance everyday life. Because\nwe believe every surface is an opportunity. It’s what you’d expect from a\npioneering and long-established paints company that’s dedicated to providing\nmore sustainable solutions and preserving the best of what we have today –\nwhile creating an even better tomorrow. Let’s paint the future together.\n\nAbout Axalta \nAxalta is a global leader in the coatings industry, providing customers with\ninnovative, colorful, beautiful and sustainable coatings solutions. From light\nvehicles, commercial vehicles and refinish applications to electric motors,\nbuilding facades and other industrial applications, our coatings are designed\nto prevent corrosion, increase productivity and enhance durability. With more\nthan 150 years of experience in the coatings industry, the global team at\nAxalta continues to find ways to serve our more than 100,000 customers in over\n140 countries better every day with the finest coatings, application systems\nand technology. For more information visit axalta.com\n(https://www.globenewswire.com/Tracker?data=c3baqZhPqLRhtSEt_AzWRmW0DkqkJS_QEgbi6Z3rDWOihLu97szC4_JNZgIOs1XFjTxLg02dBLtWjFB6h5cX3UP2zPqpRtXUSK_aiYMJMYg=)\nand follow us on LinkedIn\n(https://www.globenewswire.com/Tracker?data=B4ZKO-HclUye5Pdco3KjygjlBTVU6UvmFE1ylrO-drmxC64w1AK6XxMd0NjMqw8PZelEOUvCZ-LcvILAULjQfwtKUdEXhTXBjDfNMMqz6c4=).\n\n Not for publication – for more information  AkzoNobel Media Relations         AkzoNobel Investor Relations                                                       \n T +31 (0)88 - 969 7833 Contact: Diana Abrahams media.relations@akzonobel.com  T +31 (0)88 - 969 0139 Contact: Jan Willem Enhus investor.relations@akzonobel.com  \n                                                                                                                                                                  \n Axalta Media Relations                                                        Axalta Investor Relations                                                          \n T +31 (0)88 - 969 7833 Contact: Patricia Morschel media.relations@axalta.com  T +1 (610) 999-9407 Contact: Colleen Lubic investor-relations@axalta.com           \n                                                                                                                                                                  \n\nSafe Harbor Statement\n\nThis media release contains statements which address such key issues as\nAkzoNobel’s growth strategy, future financial results, market positions,\nproduct development, products in the pipeline and product approvals. Such\nstatements should be carefully considered, and it should be understood that\nmany factors could cause forecast and actual results to differ from these\nstatements. These factors include, but are not limited to, price fluctuations,\ncurrency fluctuations, developments in raw material and personnel costs,\npensions, physical and environmental risks, legal issues, and legislative,\nfiscal, and other regulatory measures, as well as significant market\ndisruptions. Stated competitive positions are based on management estimates\nsupported by information provided by specialized external agencies. For a more\ncomprehensive discussion of the risk factors affecting our business, please\nsee our latest annual report.\n\nImportant Information Regarding the Proposed Axalta Transaction\nGeneral Restrictions\nThis communication is not for release, publication, or distribution, in whole\nor in part, in or into, directly or indirectly, any jurisdiction in which such\nrelease, publication, or distribution would be unlawful.\n\nThis communication is not a prospectus and the information in this\ncommunication is not intended to be complete. This communication is for\ninformational purposes only and is not intended to be and shall not constitute\na solicitation of any vote or approval, or an offer to buy or sell, or the\nsolicitation of an offer to buy or sell, any securities, or an invitation or\nrecommendation to subscribe for, acquire or buy securities of AkzoNobel or\nAxalta or any other financial products or securities, in any place or\njurisdiction, nor shall there be any offer, solicitation or sale of securities\nin any jurisdiction in which such offer, solicitation or sale would be\nunlawful prior to registration or qualification under the securities laws of\nany such jurisdiction. No offer of securities shall be made except by means of\na prospectus meeting the requirements of Section 10 of the U.S. Securities Act\nof 1933, as amended (the “Securities Act”).\n\nAny decision to purchase, subscribe for, otherwise acquire, sell or otherwise\ndispose of any securities must be made only on the basis of the information\ncontained in and incorporated by reference into the prospectus with respect to\nthe shares to be allotted by AkzoNobel in the proposed transaction, which was\npublished on June 24, 2026. \n\nThe distribution of this communication may, in some countries, be restricted\nby law or regulation. Accordingly, persons who come into possession of this\ndocument should inform themselves of and observe these restrictions. To the\nfullest extent permitted by applicable law, AkzoNobel and Axalta disclaim any\nresponsibility or liability for the violation of any such restrictions by any\nperson. Neither AkzoNobel, nor Axalta, nor any of their advisors assume any\nresponsibility for any violation by any person of any of these restrictions.\nShareholders of AkzoNobel and Axalta, respectively, with any doubt as to their\nposition should consult an appropriate professional advisor without delay.\n\nThis communication is addressed to and directed only at, persons who are\noutside the United Kingdom or, in the United Kingdom, at persons who are: (i)\npersons having professional experience in matters relating to investments\nfalling within Article 19(5) of the Financial Services and Markets Act 2000\n(Financial Promotion) Order 2005 (the “Order”), (ii) persons falling\nwithin Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may\notherwise lawfully be communicated pursuant to the Order (all such persons\ntogether being referred to as, “Relevant Persons”). This communication is\ndirected only at Relevant Persons. Other persons should not act or rely on\nthis communication or any of its contents.   Any investment or investment\nactivity to which this communication relates is available only to Relevant\nPersons and will be engaged in only with such persons. Solicitations resulting\nfrom this communication will only be responded to if the person concerned is a\nRelevant Person.\n\nAdditional Information and Where To Find It\nIn connection with the proposed transaction between AkzoNobel and Axalta,\nAkzoNobel filed with the U.S. Securities and Exchange Commission (the\n“SEC”) a registration statement on Form F-4 on May 27, 2026, as amended on\nJune 18, 2026, which included a proxy statement of Axalta that also\nconstitutes a prospectus with respect to the shares to be offered by AkzoNobel\nin the proposed transaction. The registration statement was declared effective\nby the SEC on June 23, 2026. In connection with the proposed transaction, on\nJune 24, 2026, Axalta filed with the SEC a definitive proxy statement and, on\nor about June 24, 2026, Axalta commenced mailing the definitive proxy\nstatement to its holders of record as of June 11, 2026. Each of AkzoNobel and\nAxalta will also file other relevant documents in connection with the proposed\ntransaction. This communication is not a substitute for any registration\nstatement, proxy statement/prospectus or other documents AkzoNobel and/or\nAxalta may file with the SEC or any other competent regulator in connection\nwith the proposed transaction. This communication does not contain all the\ninformation that should be considered concerning the proposed transaction and\nis not intended to form the basis of any investment decision or any other\ndecision in respect of the proposed transaction. BEFORE MAKING ANY VOTING OR\nINVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF AKZONOBEL\nAND AXALTA ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY\nSTATEMENT/PROSPECTUS, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE\nFILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS\nTO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY\nBECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT\nAKZONOBEL, AXALTA, THE PROPOSED TRANSACTION AND RELATED MATTERS. The\nregistration statement and proxy statement/prospectus and other relevant\ndocuments filed by AkzoNobel and Axalta with the SEC are available free of\ncharge at the SEC’s website at www.sec.gov. In addition, investors and\nshareholders are able to obtain free copies of the proxy statement/prospectus\nand other documents filed with the SEC from Axalta’s investor relations\nwebpage at https://ir.axalta.com/sec-filings/all-sec-filings or from\nAkzoNobel’s investor relations webpage at\nhttps://www.akzonobel.com/en/investors/all-sec-filings.\n\nThe contents of this communication should not be construed as financial,\nlegal, business, investment, tax or other professional advice. Each recipient\nshould consult with its own professional advisors for any such matter and\nadvice.\n\nParticipants in the Solicitation\nThis communication is not a solicitation of proxies in connection with the\nproposed transaction. However, under SEC rules, AkzoNobel, Axalta and certain\nof their respective directors and executive officers and other members of\ntheir respective management and employees may be deemed to be participants in\nthe solicitation of proxies in connection with the proposed transaction.\nInformation regarding the persons who may, under the rules of the SEC, be\ndeemed participants in the solicitation of proxies in connection with the\nproposed transaction, including a description of their direct or indirect\ninterests in the proposed transaction, by security holdings or otherwise, is\nset forth in the definitive proxy statement/prospectus relating to the\nproposed transaction, which was filed with the SEC on June 24, 2026.\nInformation about AkzoNobel’s supervisory board members and members of the\nboard of management is set forth in AkzoNobel’s latest annual report, as\nfiled with the AFM, the Dutch trade register and on its website\nat https://www.akzonobel.com/en/investors/results-center, and as updated from\ntime to time via filings made by AkzoNobel with the AFM. Additional\ninformation regarding the interests of persons who may, under the rules of the\nSEC, be deemed participants in the solicitation of Axalta security holders in\nconnection with the proposed transaction, which may, in some cases, be\ndifferent than those of Axalta’s shareholders generally, including a\ndescription of their direct or indirect interests, by security holdings or\notherwise, will be set forth in the proxy statement/prospectus and other\nrelevant materials when they are filed with the SEC. These documents can be\nobtained free of charge from the sources indicated above.\n\nCautionary Statement Concerning Forward-Looking Statements\nThis communication contains forward-looking statements as that term is defined\nin Section 27A of the Securities Act, and Section 21E of the Securities\nExchange Act of 1934, as amended by the Private Securities Litigation Reform\nAct of 1995, regarding, among other things, statements about management’s\nexpectations of AkzoNobel’s and Axalta’s future operating and financial\nperformance, product development, market position, and business strategy. Such\nforward-looking statements can sometimes be identified by the use of\nforward-looking terms such as “believes,” “expects,” “may,”\n“will,” “shall,” “should,” “would,” “could,”\n“potential,” “seeks,” “aims,” “projects,” “predicts,”\n“is optimistic,” “intends,” “plans,” “estimates,”\n“targets,” “anticipates,” “continues” or other comparable terms or\nnegatives of these terms, but not all forward-looking statements include such\nidentifying words. You are cautioned not to rely on these forward-looking\nstatements. Forward-looking statements are based upon current plans, estimates\nand expectations that are subject to risks, uncertainties and assumptions.\nShould one or more of these risks or uncertainties materialize, or should\nunderlying assumptions prove incorrect, actual results may vary materially\nfrom those indicated or anticipated by such forward-looking statements. We can\ngive no assurance that such plans, estimates or expectations will be achieved\nand therefore, actual results may differ materially from any plans, estimates\nor expectations in such forward-looking statements. Important factors that\ncould cause actual results to differ materially from such plans, estimates or\nexpectations include: a condition to the closing of the proposed transaction\nmay not be satisfied; the occurrence of any event that can give rise to\ntermination of the proposed transaction; a regulatory approval that may be\nrequired for the proposed transaction is delayed, is not obtained or is\nobtained subject to conditions that are not anticipated; AkzoNobel and Axalta\nare unable to achieve the synergies and value creation contemplated by the\nproposed transaction; AkzoNobel and Axalta are unable to promptly and\neffectively integrate their businesses; management’s time and attention is\ndiverted on transaction related issues; the possibility that competing offers\nor acquisition proposals may be made; disruption from the proposed transaction\nmakes it more difficult to maintain business, contractual and operational\nrelationships; the credit ratings of AkzoNobel or Axalta decline following the\nproposed transaction; legal proceedings are instituted against AkzoNobel or\nAxalta, including resulting expense or delay; AkzoNobel or Axalta is unable to\nretain or hire key personnel; the communication or the consummation of the\nproposed acquisition has a negative effect on the market price of the capital\nstock of AkzoNobel or Axalta or on AkzoNobel’s or Axalta’s operating\nresults; evolving legal, regulatory and tax regimes; changes in economic,\nfinancial, political and regulatory conditions, in the Netherlands, the United\nStates and elsewhere, and other factors that contribute to uncertainty and\nvolatility, natural and man-made disasters, civil unrest, pandemics (e.g., the\ncoronavirus (COVID-19) pandemic), geopolitical uncertainty, and conditions\nthat may result from legislative, regulatory, trade and policy changes\nassociated with the current or subsequent United States or Netherlands\nadministration; the ability of AkzoNobel or Axalta to successfully recover\nfrom a disaster or other business continuity problem due to a hurricane,\nflood, earthquake, terrorist attack, war, pandemic, security breach,\ncyber-attack, power loss, telecommunications failure or other natural or\nman-made event, including the ability to function remotely during long-term\ndisruptions; the impact of public health crises, such as pandemics and\nepidemics and any related company or governmental policies and actions to\nprotect the health and safety of individuals or governmental policies or\nactions to maintain the functioning of national or global economies and\nmarkets, including any quarantine, “shelter in place,” “stay at home,”\nworkforce reduction, social distancing, shut down or similar actions and\npolicies; actions by third parties, including government agencies; the risk\nthat disruptions from the proposed transaction will harm AkzoNobel’s or\nAxalta’s business, including current plans and operations and/or divert\nmanagement’s attention from AkzoNobel’s or Axalta’s ongoing business\noperations; certain restrictions during the pendency of the acquisition that\nmay impact AkzoNobel’s or Axalta’s ability to pursue certain business\nopportunities or strategic transactions; AkzoNobel’s or Axalta’s ability\nto meet expectations regarding the accounting and tax treatments of the\nproposed transaction; the risks and uncertainties discussed in AkzoNobel’s\nlatest annual report as filed with the AFM, the Dutch trade register and on\nits website at https://www.akzonobel.com/en/investors/results-center; and the\nrisks and uncertainties discussed in the “Risk Factors” and\n“Management’s Discussion and Analysis of Financial Condition and Results\nof Operations” sections in Axalta’s reports filed with the SEC. These\nrisks, as well as other risks associated with the proposed transaction, are\nmore fully discussed in the proxy statement/prospectus. Unlisted factors may\npresent significant additional obstacles to the realization of forward-looking\nstatements. We caution you not to place undue reliance on any of these\nforward-looking statements as they are not guarantees of future performance or\noutcomes and that actual performance and outcomes, including, without\nlimitation, our actual results of operations, financial condition and\nliquidity, and the development of new markets or market segments in which we\noperate, may differ materially from those made in or suggested by the\nforward-looking statements contained in this communication. Except as required\nby law, neither AkzoNobel nor Axalta assumes any obligation to update or\nrevise the information contained herein, which speaks only as of the date\nhereof.\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/6be5adf5-f29a-4164-a51e-0676150ac909)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-07-23T06:00:00.266145973Z","server_sent_at_ms":1784786400266},"received_at":"2026-07-23T06:00:00.418Z","source_url":null},"analysis":{"id":"85133","press_release_id":"96090","analysis_json":{"industry":{"label":"Chemicals","sector":"Materials"},"redFlags":[],"eventType":"m_and_a","narrative":"Axalta and AkzoNobel announced enhancements to governance arrangements for their pending merger of equals after engaging with shareholders.\n\nThe refinements include annual director re-elections after the first three years and lowering the approval threshold for key board decisions to two-thirds during that initial period.\n\nShareholder meetings for both companies are set to proceed on August 5, 2026, with the existing agenda items unaffected by these changes.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Axalta and AkzoNobel tweak merger governance ahead of August 5 vote to appease shareholders."},"keyFigures":null,"quotedText":"We are pleased to announce these governance enhancements following constructive engagement with our shareholders. We believe these changes reinforce our commitment to strong corporate governance and effective Board oversight while further strengthening the governance framework of the combined company.","namedEntities":{"people":[{"name":"Rakesh Sachdev","role":"Chair of the Axalta Board of Directors"},{"name":"Ben Noteboom","role":"Chairman of the Supervisory Board of AkzoNobel"}],"products":["Dulux","International","Sikkens","Interpon"],"companies":[{"name":"Akzo Nobel N.V.","relationship":"partner / acquirer"}],"dollarAmounts":[]},"materialImpact":{"score":3,"reasoning":"Governance enhancements announced to facilitate the pending 'merger of equals' with AkzoNobel. 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