Right, after an embarrassing moment where we had to smile for a picture. A warm welcome to all of you participating today, either in person or virtually. My name is Ben Notenboom, Chair of AkzoNobel Supervisory Board, and I will be chairing today this meeting. I hereby open this annual general meeting of shareholders. Together with me on stage are Dick Sluimers, Chair of the Remuneration Committee; Byron Grote, Deputy Chair of the Supervisory Board and Chair of the Audit Committee; Grégoire Poux-Guillaume, our CEO; Maarten de Vries, our CFO; and Charlotte Vermeer, our General Counsel. Also attending the meeting are the other members of the Supervisory Board: Esther Baguette, Jelska de Bakker, Ute Wolff, Hans van Beylen, Wouter Kolk, and Patrick Thomas. The meeting will be held in, yeah, it says English, but it needs Dinglish, but you'll have to settle.
Questions may be asked using the microphones available in the room or via the chat box on the online voting platform. Please start by stating your name and, if applicable, the name of the shareholders you are representing. To ensure an efficient meeting and to allow others to speak, please limit your questions to a maximum of two questions per person per agenda item, which I have never seen successful, but we will give it another try. Please be brief and concise when asking your questions. Questions not answered during the meeting will be answered on our website. Before we continue, I hand over to Charlotte Vermeer, Secretary of this meeting, to explain the voting procedure.
Thank you, Ben. You may cast your votes on all voting items during the entire meeting. The voting has been open since the start of the meeting. The Chair will clearly indicate when the voting will be closed after the last voting item and provide you some time to check if you have submitted all your votes. The shareholders attending the meeting in person can use the instructions provided at registration to vote using their own electronic devices or the voting devices provided at registration. Should you have any questions, please raise your hand, and one of the hosts will assist you. For shareholders attending the meeting via the online voting platform, the next slide shows the instructions for navigating to the webcast, the chat box, and the voting. For further information on virtual voting, I refer to the manual published on our website.
You can change your votes throughout the meeting until the Chair closes the vote after the last voting item. Please submit your votes on all voting items. Shareholders were also given the opportunity to vote remotely via the ABN AMRO website. Mr. Bart-Jan Kuuk, civil law notary, is also attending today's meeting and will cast the votes as the proxy and independent third party for the participating shareholders. For this meeting, March 28th, 2025, was set as the record date. Anyone owning shares on that date was entitled to register, to attend, vote, and participate in today's meeting. The voting result of all voting items will be announced at the end of the meeting, showing the number of votes and the percentages on the screen. The voting results will also be published on our website after the meeting. The notice and agenda were published on the AkzoNobel website.
A copy of the agenda and notes were available at the information desk outside the room. This meeting has been properly convened and is entitled to adopt legally valid resolutions on the agenda items. Back to you, Ben.
Thank you, Charlotte. The registration of shareholders closed at 2:00 P.M. A share capital of approximately EUR 65 million is represented, so that in total approximately EUR 130 million votes may be cast. The level of attendance is approximately 76%. We will now proceed with agenda item 2A on the agenda, the report of the Board of Management for the financial year 2024. You have been able to read and review the annual report, which was published on the 26th of February this year. Our CEO, Greg, will now discuss the company's performance during 2024. Greg, go ahead. Thank you.
Thank you very much. Thank you very much, Ben. Thank you to all of you for being here with us on a sunny afternoon in Amsterdam. In 2024, we delivered growth and profit while navigating a complex operating environment. In the backdrop of inflation, adverse currencies, and unstable markets, we grew organically, achieving 1% of volume growth. Although this was slightly below our initial target, it was ahead of most of our competitors. Further supported by the pricing initiatives, organic sales grew by 2% for the full year. Our industrial transformation program has been progressing well. Although the operating environment was challenging, we were able to fully restore our ability to deliver, with service levels now at above 90%.
As part of our ongoing efforts to reduce organizational complexity, we announced the SG&A, the Sales and General Administration Expenses Efficiency Program, that we announced in October to reduce the functional staffing. Together, these two efficiency programs delivered a total benefit of EUR 45 million in 2024, with more expected in 2025. Our efforts resulted in a 3% increase in adjusted EBITDA for the full year. Before hyperinflation accounting, adjusted EBITDA reached EUR 1.5 billion, resulting in an EBITDA margin of 14.1%. Sustainability remains at the core of our identity, and last year, we made significant strides towards fulfilling our 2030 sustainability agenda. We reduced our emissions to 41% below the 2018 baseline, keeping us on track to achieve a 50% reduction by 2030. Emissions in our supply chain have also been further reduced, currently standing at a 12% reduction compared to the 2018 baseline.
To make progress, we need to collaborate and innovate with our value chain partners. We actively engage with our suppliers to continuously improve both on our and their sustainability performance. Our sustainability program now includes more than 1,500 suppliers covering small and medium-sized companies. Renewable electricity is key to our energy transition. In 2024, 65% of our electricity came from sustainable sources. We're also making progress on reusing our waste to landfill and increasing structural use of material. Last year, we achieved the level of 74% on that, 74%. During 2024, we reached our target of empowering more than 100,000 people in our local communities with new skills. We're proud to have achieved this six years ahead of our original 2030 planning target. Female representation at the executive level was 26% in 2024, a 1% increase from 2023.
During the year, we also included this target in our senior executive long-term incentive plans with an 8.5% weighting. We're operating our business portfolio guided by four overarching strategic pillars and achieved important milestones in 2024. We continue developing sustainable products that set us apart from our competitors, gaining market share, and generating higher margins. Notable innovations include super durable low-bake powder coating for architectural applications, improved electrical protection for electric vehicle battery systems and an internal can coating technology free of bisphenols, styrenes PFAS formaldehyde. We invested in key growth opportunities, expanding capacity for our strategic product, powder coatings across multiple geographies. We aim to increase our capacity in powder. The powder market continues to be very active, and we did that successfully on existing assets just by debottlenecking and increasing our level of automation.
We also upgraded an automated production line in China to double capacity for our marine and protective coatings business by 2025, a very active market in China. From a portfolio management perspective, we announced in October a first step in the strategic review of our portfolio, initially focused particularly on Deco South Asia. We ambition to increasingly deploy capital towards strengthening our coating businesses. Finally, we completed the integration of our coating businesses, giving them end-to-end responsibility from a commercial to manufacturing and supply chain perspective. This improves accountability and also allowed us to simplify our functional organization. We are therefore reducing our functional organization by 2,200 positions globally. By the end of the first quarter, 70% of this program was already implemented. For our industrial transformation program, we identified new opportunities and confirmed higher total expected benefits.
We expect an additional EUR 50 million from the benefit of our industrial transformation program. We had a target of EUR 250 million. We raised the target at EUR 300 million. This brings the total benefit, as I said, to EUR 300 million by 2027. EUR 200 million of that comes from hard cost savings and EUR 100 million from efficiency gains, such as unlocking additional capacity from existing assets, as I mentioned in powder earlier, in order to fuel growth. The program is progressing well. We're optimizing our network with three decorative paints plants in Europe, Middle East, and Africa, having closed in 2024, plus three other sites in Europe and in Asia. There's at least five more to come in 2025, with the final round of closures to be announced in 2026.
This is not the most enjoyable part of the job, but it's necessary because we don't have high asset utilization, and we need to become a lot more efficient. We're making good progress on this. Meanwhile, we continue to make strategic investments to enhance and modernize our anchor sites around the world. The progress in operational efficiency and debottlenecking critical assets has been exciting to see. These efforts are crucial to our ability to meet customer demand with a competitive cost structure. We fully restored our delivery capacities, capabilities, I should say rather, with service levels measured in on-time delivery, on-time and full, now exceeding 90%. This was achieved despite implementing various efficiency measures across the company and headcount reductions across the board. Our people did a great job of achieving these service levels in a company that's changing fast.
Our efforts to drive efficiency have already delivered initial benefits. Return on investment improved to 13.3% in 2024. We expect further progressive improvements as we enhance asset utilization through our industrial transformation initiative. Adjusted EBITDA for 2024 increased to EUR 1.48 billion, driven by organic volume growth and pricing discipline, which more than offset foreign exchange and operational cost inflation headwinds. For 2025, we target an adjusted EBITDA of more than EUR 1.55 billion. While planning for 2025, we did not rely on a market rebound. With increasing macro headwinds, we remain focused on what is within our control. The self-help measures we are implementing will increasingly contribute to our bottom line, and we remain confident in our ability to deliver sustainable, profitable growth. Thank you, Mr. Chairman.
Thank you, Greg. We will now answer questions related to this agenda item. Any questions related to ESG should also be asked at this agenda item, please. Please be reminded to start by stating your name and, if applicable, the name of the shareholder you are representing. Who has a question? Oh, yeah, well.
Sorry.
That's fine. You will both get the opportunity.
Thank you very much, Chairman. My name is David Tomic. I'm representing European Investors VEB. Several questions at this agenda item from our side. First, to kick off is some clarification on the tariffs impact. You already presented your assessment during the Q1 last Wednesday at the quarterly figures. Just to clarify something on that, because it gives some information on the direct impacts, I guess, you're foreseeing and how AkzoNobel is able to mitigate that. I was wondering, does it also include some indirect effects, for example, when the suppliers of your suppliers face their own problems in the supply chain?
Is there any risk of that part of your business where you're sourcing raw materials, for example, that might impact you, for example, in a situation that prices will go up and you will also be in a situation where you have to choose, can we increase prices, yes or no? That will be my first question on the tariffs. Second question, questions, two questions for now are on pricing strategy. 2024 was quite an interesting year where you showed slight organic growth of 2% with volume and price both 1%. That was a little bit different the previous year, 2023, where you had in both your segments a 4% price mix effect with flat volumes. Reading the annual report, you state that you are still right now in a phase where you will try to test your pricing power in flattish end markets.
I can imagine that's some kind of a challenge. How could you clarify a little bit more on how you think you will do that for the year that we are currently in and for possibly quarters on a quarter-to-quarter basis? How will you test pricing power going forward? On the Q1 results from last Wednesday, which showed a price mix of 2%, however, with volumes declining 3% in your decorative paints business. My question on that is, were pricing initiatives implemented primarily in Deco Europe, in your European business for the decorative paints, or did you also increase prices in other parts of the Deco business? That will be my first round of questions. Thank you.
Yeah, thank you. Of course, Q1 is actually not the topic of this meeting, but we can answer that, I'm sure. Greg.
I'll answer the question quickly. Your Q1 numbers, we've implemented pricing measures across the business, all geographies, all segments, pretty much at different levels. There's no link between the lower volume in Europe and the pricing in Europe. The lower volume in Europe is mostly due to Turkey. In Turkey, which is a high-inflation country where the currency has a tendency to be devalued, our customers were using our products as a currency hedge. They were essentially like in a lot of hyperinflation countries, people have a tendency to buy hard assets in order to maintain the value of their wealth, if you will. That created a problem for us because we were having massive sales in the first part of the year. Our factories were working overtime, and then we had nothing in the second half of the year, and it was dead quiet.
What we did is we rebalanced our commercial terms in order to incentivize customers to spread out demand across the year, which means that the beginning of the year looks lower and the second half of the year will look higher. If you take it at AkzoNobel level, we said that our volumes were down 2% in Q1. Actually, if you strip out only this Deco Turkey effect, that 2% becomes 1%. That tells you that if you look at it on a smaller basis, on a smaller scope, which is Deco Europe, it is an even more significant impact. Once again, there is no higher prices lead to lower volumes effect. It goes to your second question, which is it is challenging to raise prices in a softer market environment. We cannot do it across the board.
We can do it in certain areas where we have product differentiation or where we have high brand recognition and our customers are willing to follow us as we increase prices. There are also areas where we have to give price because either we're not a market leader or because the market doesn't lend itself to that or because the contracts are indexed when raw material prices are dropping. There is a vast array of situations. What we do try to do is to avoid raising prices at the expense of volume. In order to test that pricing power, as you said, you have to see at which point our customers are less likely to transact with us. You have to keep in mind when you look at AkzoNobel's profit and loss statements that 1% of pricing is equal to 2.5% of volume.
You have to figure out what the trade-off is when you try to figure out what is the right price point level. Your final point on tariffs and directs, it's a good point. What we know is that we can deliver products where our customers are. What we know is that we can procure raw materials in order to manufacture those products. What we do not know is what is going to be the macroeconomic impact on our customers, lower demand. Part of that impact, there is a macroeconomic GDP-driven impact, but there is also, as you said, you can have as much as we are able to deliver, maybe some of their other suppliers are not, and maybe that creates constraints in the supply chain. We will see how that unfolds. It is really hard to assess the full supply chain of our customers.
Here we go. That's the word I was looking for. Hopefully, I answered your questions. Did that count as like one or three?
Yeah, it was three.
All right. You got more?
Last question, Yvonne.
I've got a couple more, but.
Yeah, another gentleman also had a question. Yeah.
I think next round.
Thank you. My name is Edwin Janssen. I represent the Dutch Association of Investors for Sustainable Development, or in other words, VBDO. We're well known for asking these questions for quite a number of years already. Once again, we read your report with full attention. Congratulations with another year of great results and achievements. We'd like to ask questions on three topics being biodiversity, living wages, as well as CSRD. I will introduce each topic shortly before asking the corresponding questions. I'll probably leave questions to my neighbor so we can keep this interactive in a nice way. I'll start with CSRD. AkzoNobel has prepared a sustainability statement in accordance with the CSRD for the first time this year that is active. VBDO commends AkzoNobel for its transparency regarding CSRD implementation and wishes to encourage AkzoNobel to take further steps.
How do due diligence processes that ExxonMobil has in place inform the double materiality assessment or DMA? That's the first question. The second is, what role does external stakeholder dialogue with potentially affected stakeholders and their representatives have in the DMA process and which processes or policies have been adjusted on that basis? I'll pause there.
Great. Yeah, go ahead.
Thanks for your good question. Thank you for recognizing our efforts on sustainability in general and CSRD in particular. Our due diligence processes are an integral part of our double materiality assessment as findings from our due diligence processes like environmental human rights serve as inputs to our DMA process. In terms of our external stakeholder dialogue, we refer to our stakeholder engagement policy as published on our website. In AkzoNobel's DMA process, we involve consultations and dialogues with several external stakeholder groups. These range from customers, governments, and policymakers, industry associations and other partners, investors, suppliers, and the wider society like NGOs and local communities. From the conversations with external stakeholders, no new topics were added to our material topics list at this point.
Okay, I'll continue with the second set of questions or the second topic, which relates to biodiversity. Now, again, we commend AkzoNobel for acknowledging several key drivers related to biodiversity that matter to the company, including carbon emissions, waste, water use, and chemical substances in the biodiversity position statement. Now, despite recognizing several biodiversity and ecosystem-related impacts and risks across the value chain, you still determined that biodiversity is not material through your DMA, as you just explained. Now, VBDO encourages AkzoNobel to further map, assess, and address biodiversity throughout the value chain. The related questions to that are, does AkzoNobel map and monitor biodiversity impacts, dependencies, and risks within its upstream value chain in relation to raw material sourcing, water use, and within its downstream value chain as well, specifically in coating products, use, and end of life?
How will biodiversity and ecosystem impacts be considered in that due diligence process you mentioned earlier in relation to raw materials specifically? Could you further explain the specific considerations that led to biodiversity not yet being classified as material and whether there are plans for the future to reassess this in light of evolving regulatory and stakeholder expectations?
Yeah, maybe you pose also your question on living wages. That's fine. Then we can answer it all in one go, I think.
That's fine. Yeah. Living wages, that is the third topic. Sorry, I would have let you hear otherwise. In light of ongoing concerns about fair working conditions and the fundamental role of living wage in fostering systemic change to alleviate poverty, the VBDO continues to urge the company to commit to ensuring the payment of a living wage across the value chains and include the definition that is being used by ILO. In the last year's AGM, you stated that the company acknowledges the importance of ensuring a living wage for workers in the supply chain specifically. However, in the current report, we do not find back that topic in that way, that definition. Therefore, the single question on this particular topic, will AkzoNobel introduce living wage assessments for the own workforce as well as the workers in the value chain and disclose these outcomes in next year's report?
Thank you. I'll start with the second question, living wage. As you rightly said, we take the topic seriously. We've done an analysis on living wages in 2022. We plan to redo this assessment for our own operations this year. We expect the assessment to take some time, and we'll reevaluate based on this assessment the content of the annual report to decide whether or not to include it. Bear with us. We'll redo the assessment, and we'll come back to you.
You mentioned own operations. Do you also include workers in the upstream value chain?
No, on our own operations at this point. One step at a time. We'll focus on ourselves, and then we'll see whether that's a topic that we want to include and in which form.
Okay, because that's where the biggest impacts are, right?
Yeah. Yeah, let's start with ourselves, and let's take it from there. We'll redo the assessment once again. I'll take your biodiversity question. I'm sorry?
Yeah, yeah.
Biodiversity. You're right. Biodiversity doesn't make the material impact list based on our double materiality assessment. It doesn't mean that we're not taking biodiversity seriously, and it doesn't mean that we're not tackling biodiversity. I'll explain. When applicable, we include the indirect biodiversity factors such as carbon, waste, and water use in our decision-making processes. In the upstream value chain, we do this through assessing the sustainability performance of our suppliers through EcoVadis. EcoVadis provides a tailor-made questionnaire, which may include biodiversity when relevant. In the downstream value chain, we do this through our Scope three carbon reduction lever, Circular Solutions. This lever, I guess, focuses on reducing the end-of-life impact of our products and can be achieved by increasing the renewable materials in our formulations by applying bio-based, biomass-balanced, and recycled materials, amongst others.
When considering bio-based alternatives, we investigate the impact on land use and avoiding competition with food chains. Our processes for determining material risk impacts and opportunities and ranking all the CSRD topics from both a likelihood and severity perspective, scale, scope, irremediability, is explained in detail in our annual report. As a result of the assessment, biodiversity was not identified as a material impact, as a material topic. Having said this, many indirect contributions to biodiversity are scoped, like climate change mitigation, pollution, waste, and priority substances. We also indicate this in our biodiversity position statement and explain our indirect versus direct exposure. The double materiality assessment is conducted every three years, but reviewed every year.
Thank you.
Thank you for your answers.
Add your questions, please.
Thank you. My name is Martina Kruijtbeld. I represent MN, Asset Manager for several pension funds, among which PME and PMT. Let me start by saying that we very much appreciate the annual dialogue that we have together with the other Eumedian participants. As mentioned there, we are pleased to see that AkzoNobel has published the sustainability statements in accordance with the ESRS, despite the CSRD not being implemented in Dutch law yet. We consider this a good practice. The same goes for the extensive explanation of the audit tender process in the annual report. Positive things that we've seen there, but there are two topics we wish to address today. The first one concerns operations in Russia. That is for this agenda item. The second question concerns the remuneration policy. I'll save that question.
Regarding Russia, after our dialogue, we still seek some clarity on your long-term strategy for the three Russian subsidiaries. Could you give us some clarity on what the long-term plans for these operations are and also how you ensure effective oversight and control over the subsidiaries? Thank you.
Thanks for your question. I'll take Russia. From the start of the war in 2022, AkzoNobel decided to discontinue some businesses in Russia and localize and ring-fence the others. AkzoNobel implemented arm's-length governance measures that still apply and have evolved to stay fully compliant with all issued sanctions. We undertook a host of actions to disentangle the Russian business activities from the global AkzoNobel organization. Since 2022, the governance structure and ring-fencing are under continuous review to ensure compliance with each wave of new sanctions. Further projects have also been executed in 2024, and this includes a full separate IT environment for Russia and a rebrand of the products in Russia away from the AkzoNobel brands is currently underway. Processes such as internal and external audits, as well as employee performance evaluations, are mirroring the AkzoNobel processes, but are run by the local team with limited oversight by AkzoNobel.
ExxonMobil complies with applicable sanctioned regimes and continues to follow the situation closely as new developments occur. Our focus remains on the safety and well-being of our local employees. Thank you.
Thank you so much. If I may follow up on that, I'm still looking for what can we expect to read, for example, in the next annual report. What are the scenarios here?
It's very hard to see how the situation is going to unfold. Once again, we have a strong position in terms of ring-fencing the business. We've isolated the business from Exxo. We've rebranded away from the Exxo brands. How the situation in Russia is going to evolve is hard to evaluate. Rest assured that our main criteria is making sure everybody's safe and out of harm's way. We have no ambitions in Russia beyond this, but the safety of our people is paramount.
Thank you for clarifying. Can I draw the conclusion that you are working towards a responsible exit? Is that what I mean?
It's very hard, as you know. It's very hard, if not impossible, to exit a business in Russia without transferring value to the very people that you're trying to sanction. All you have to do is look at companies that have announced such intents and got nationalized quickly. There are a lot of good examples. I don't want to name competitors at this point because everybody has their set of challenges. If there was a way to keep our people safe and exit elegantly, we would. That doesn't involve essentially handing over our business to the very people that Europe is trying to sanction. That's always been the conundrum, and it continues to be the case. Once again, we're not focused on developing that business. We're not focused on making money. We can't get any money out of Russia anyway, even if we wanted to.
It is really about keeping people safe and keeping people away from the conflict. Those people are our people too. Once again, there is no benefit for AkzoNobel beyond keeping people safe.
Thank you.
Thank you.
I'll save the other question for the other agenda item.
Yeah, thank you.
Thanks.
Other questions, if anybody?
Thank you, Chairman. David Tomic on behalf of VEB. Just to follow up on what was said previously on the pricing issue and the Decorative Paints business, because if I imagine correctly, last year in this AGM, we spoke about the fact that, according to your view, the Deco business has a good pricing power potential. It's a powerful brand. Yet, looking at the quarterly figures, quarter after quarter, it appears that every time prices are a little bit increased, it immediately kicks back into your volume. The question is, is it realistic to assume that those two value drives go hand in hand with each other, are moving up the right way in parallel? Is that something that is realistic to assume for the going forward with your new initiatives being put in place?
No, it isn't. It's a variation of your previous question, which is, I think you were trying to establish for Q1 a link between price and volume. The reality is that in decorative paints, it's hard to establish that link between price and volume. Obviously, if you take your prices too far, there will be a business impact because your retail partners will delist you. If you take your prices too low, you'll drive volumes to a certain extent, but there's a moment where you're not going to make people paint houses that they don't have just because you have low prices. It is not a linear relationship. Beyond that, the decorative paint businesses, they're branded products. It's like an FMCG business with a really small F. It is not fast-moving consumer goods. Maybe it's slow-moving consumer goods, but it's people buy the brand that they trust.
Because if any of you have ever painted your house or a room in your house, which God knows I have, you know that the ratio between what the paint is going to cost you to the effort that goes into painting something, moving the furniture, keeping everything clean, and all of that. You want the result to be perfect because it is a lot of invested time and effort. What you get with AkzoNobel is you get a perfect result. That is worth something to people. Therefore, that allows us to commend a price premium to a lot of our competitors. As you try to look at AkzoNobel, the relationship between price and volume, you have to keep in mind that our Deco business is a business that spans the world. You have commingled drivers in Brazil with China, with Europe, with Africa.
The average doesn't really mean anything. The regional metrics are more meaningful, but they're also more competitively sensitive. Hence the fact that we have to keep the discussion at an aggregated level that sometimes gives you the wrong impression.
Because that's something that's not just on a quarter-on-quarter basis for the past year, but having followed AkzoNobel for, I think, about 10 years or so, it's very difficult to see any relation. No, there is a relation in the sense that price increases lead to volume decreases on aggregate, I think, over the past couple of 10 years.
Once again,
I would get a slightly more initiatives on your pricing initiative because you're really bullish on your efforts in this respect and potential successes going forward.
Once again, if I may jump in again, because we're having the earlier discussion again, 1% of price is worth 2.5% of volume. If I increase my price by 1% and I lose 1% of volume, I'm winning significantly economically. There are trade-offs, but you'd struggle if we gave you access to all the ExxonMobil data. You'd struggle to find a direct relationship between price and volume at local level. Exxo Deco only matters at local level. The global view, there's no influence in the Netherlands on the way people are behaving in our Deco business in Brazil. At local level, within a band, within a reasonable band, plus or minus, you'll struggle to find a straightforward relationship.
If that relationship existed, I can assure you that we'd be optimizing based on a mathematical model. It is not. It is based on consumer confidence and a bunch of other phenomenons. One of them being, by the way, this is the high season. People are painting their houses, their fences. If it is sunny, you are going to paint. If it is not sunny, you are not going to paint. If suddenly, if it rains for a month and then you have a one-month window to do all your exterior painting, you will buy the paint because you want to get it done with. There are a lot of effects that go into it. Do not try to build a mathematical model. Or if you do, then sell it to us. I will buy it for a lot of money because it would be very valuable.
One question, a follow-up question on that. On your volume outlook for this year, it's flat to low single digit, also keeping in mind last year and Q1 volumes with declining of 2% overall. Could you give some information on what fundamental demand recovery assumptions underpin this flat to low single digit outlook?
I'll give you an answer if you give me a discount on next year's AGM, because these are all 2025 questions. We're here to talk about 2024. Look, the market, in all seriousness, the market is complicated, as you can read in the press today. Our starting assumption was that there was not going to be a lot of volume recovery this year. With the tariff developments and the drop of consumer confidence in a lot of countries, that assumption seems to be well-founded. We'll see how this year unfolds. I don't think you'll find a lot of companies that have visibility in the next few months. It's kind of hard to see how things are going to pan out.
I think we should now go to 2024, right? I think we gave you some leeway to ask questions about Q1, which is not a topic of this meeting. We now spent 10 minutes on it.
Yeah, but it's a continuum, of course. It's Q.
It's always a continuum, but yeah.
It is also business-related. It is on your outlook-related.
It's all that related.
It's all that related.
2024 annual report.
I said, the topic is 2024. I gave you 15 minutes leeway to ask questions. I think we now should move on to the real topic of the meeting.
I'll get back to the annual report then, because what it says in your risk paragraph, it's on the pricing and margin management risk issue. If I'm reading that correctly, you rate that risk as having increased as compared to the year before. Is there any specific reason why you flag this as a risk with more potential impact or more difficult to manage?
There's an economic slowdown. I think we all see it, right? If you don't have to believe me, take the IMF or the World Bank and see what they are doing with their GDP growth forecast. They're giving it their haircut. Whenever the market is more difficult, the margin management gets more challenging.
Yeah. Okay. That is not related to the tariff impact or the outlook that has been revised since then. That is the annual report.
Our annual report.
Which is, I think, mid-February.
Yeah, our annual report is pre-tariff, pre-Liberation Day.
Still calling it Liberation Day.
We'll call it PLD, okay?
Ruination day.
These are PLD numbers.
Okay. I think, if I may, Chairman, one last question on the, again, the annual report, which with the four strategic pillars, which also appeared on the screen a couple of minutes ago, which is one of it is that you focus on your growth in focus segments and markets, and the other one is active portfolio management. If I read it correctly, that's a new item that is flagged this year as compared to previous annual reports. My question is, how should we understand that ambition specifically? Is that on the strategic review that is going on right now in the Deco, Southeast Asia, or does it, and specifically with your intentions for the coatings business, because that's what it read just a couple of minutes ago, that you're trying to strengthen that and capital deployment into the coatings business?
All of the above. It's a reflection of our state and intention to concentrate on businesses and countries and segments in which we have a leading position. Anywhere where we do not have a leading position, and a leading position is if we are one or two in the market, then we are fine. If we are not, we have to figure out whether we are at a disadvantage or not. When we are at a disadvantage, we have to figure out whether we have a path to a leadership position or whether we do not. Sometimes some of these businesses are more valuable to somebody else because there are people that will have that path, and there are people that will be synergetic with us.
It means sometimes we'll be buying, sometimes we'll be selling, but there's no reason why a business portfolio should be static. You look at where the opportunities emerge, and you look at where you have the best chances of success.
Certainly. At a certain point in time, you're no longer the right owner, perhaps. It makes perfectly sense. Does it also include potential small acquisitions?
Yeah, it includes both. It includes both. It's really portfolio management is where am I going to, where can I win, how do I win? I'll use an example. If we're number three in a market or number four in a market, and we think that being a leader has a lot of benefits, which in most markets it does, we can look at what are the potential acquisitions we can make, and maybe we have a path to being number one. Take, for example, decorative paints in Spain. We were number three. We made two acquisitions. We're now number one. Our business is a lot healthier. Our pricing power is a lot better. Our operational scale is a lot better. If you take some other markets where we have a smaller position, we have to decide whether we have that path to a leadership position or not.
If we do not, then we should consider potentially selling these businesses so that we can buy in other areas where we can build on the leadership position and get stronger. It is more important to be a leader in fewer businesses than to be an average competitor in more businesses, if I can put it in simple terms.
Yeah, it makes perfectly sense. Makes perfectly sense. Is it another way of saying that ExxonMobil has the right again to acquire companies, larger companies? Because a couple of years ago, that was absolutely out of the question.
Hey, look.
You came on board with that.
You've got a financial background. You know that we've been very, very deliberate about saying that we want to reduce our leverage and that our focus is on improving our operations. All these discussions are marginal discussions. They're about tweaking the portfolio to improve in some areas and to disengage in some others. Overall, AkzoNobel today, as leverage on an adjusted basis, is 2.8 times net debt to EBITDA. We'd like to be closer to two. We have more deleveraging to do.
That comes first.
Yeah, it is.
Thank you.
Anybody else that has questions on this agenda item? No? Thank you. I will now proceed to agenda item 3A, which concerns the adoption of the 2024 financial statements of the company. Dennis van Armeiden, representing our external auditor, PricewaterhouseCoopers Accountants, is present here today to answer any of your questions on the audit performed by PwC and on their auditor's report. Dennis, can I ask you to comment on the controls performed by PwC during the financial year 2024?
Good afternoon, everyone. My name is Dennis van Armeiden, and I'm an audit partner with PricewaterhouseCoopers Accountants, NV. Thank you for the opportunity to address you today and to discuss our assurance procedures for AkzoNobel for the financial year 2024. This year, I was appointed as the engagement leader for the AkzoNobel Group, specifically to the group audit of the financial statements, as well as the limited assurance procedures on the sustainability statements for 2024. As part of my onboarding and throughout the year, I met with a wide range of key AkzoNobel officers and staff, including members of the Board of Management and Supervisory Board. We had robust discussions on the scope of the audit, our risk assessments, and eventually the results of our work. These discussions were professional, with active engagement from both ends, and our insights, I feel, were respected and taken seriously.
Based on these actions, I continued with the same approach as my predecessor, ensuring consistency and stability in our audit process. We issued our audit opinions on February 24th, 2025, and these are signed on behalf of PwC with my name to underline my personal commitment and responsibility to deliver quality assurance work. Both reports, as you could have read, are unqualified, meaning that the financial statements are fairly stated. The sustainability statements, we did not identify any material misstatements. The other information in the management report is consistent with the results of our procedures. I can also confirm to you that we did not identify any material fraud. First, let me discuss the audit of the financial statements. We plan and perform our audit to achieve a reasonable level of assurance that the financial statements are not materially misstated, whether due to fraud or error.
I refer to the audit report for more details on the audit procedures that we performed. To give you a feel for the size of our audit, I do, of course, do not do that alone. I have a core audit team at the group level, and there are teams in the 18 countries within our scope. We also involve specialists and experts in the areas such as IT, tax, valuations, pensions, and forensics. A large part of the work by my group team relates to the supervision and review of these foreign teams and specialists, as well as visiting certain sites of AkzoNobel to take our own inventory of things. Together, we spent roughly 80,000 hours covering our group audit with 49 components reporting to us.
For the components not in our scope, we perform procedures to corroborate our assessment that there were no significant risks of material misstatements within these components. Let's move to the key audit matters. Those are those matters that, in our professional judgment, were of most significance to the audit of our financial statements. In determining which audit matters are key and thus require inclusion in the opinion, we assess the business context of AkzoNobel, the significant transactions in 2024, our significant audit risks, these being included in the fraud section of our audit opinion, areas that inherently involve key estimate judgments and complexity, as well as other matters that we generally report to management and the boards of AkzoNobel. Thus, in our report, you will find two key audit matters. One is the valuation of defined benefit obligations, and the other is the recoverability of deferred tax assets.
We include those mainly because of the magnitude and the complex process and judgments required for the underlying valuations. In both areas, we engage specialists and experts and specifically analyze management's assumptions made, including but not limited to the discount rate, inflation rate, salary development, mortality assumptions, as well as future taxable profits. Compared to our 2023 auditor's report, we no longer consider the matter of the transformation projects of the organization, systems, processes, and controls to be key audit matter. While certain transformation projects are still ongoing, others have stabilized. Overall, these transformation projects simply did not significantly impact our audit work or audit approach for 2024. If you move on to the second report, covering the limited assurance on the sustainability statements in the annual report, our work relating to the sustainability statements is performed centrally in the Netherlands, combined with site visits.
This is in line with how management structure is set. Our procedures are performed by a combination of auditors from the financial audit team, as well as the ESG assurance teams. I believe in levering knowledge of our teams and that having both engagements dealt with by one firm enhances the quality and the efficiency on both engagements. The procedures consist mainly of performing inquiries, reconciliations, analytical procedures, and in certain cases, sample testing of a limited number of items. Accordingly, the level of assurance obtained is therefore substantially lower than would have been in an audit. I refer to the assurance report for more details on the procedures performed. As discussed already in this meeting, for sustainability reporting, the DMA is an important process for management for the management of the company.
We have reviewed AkzoNobel's double materiality assessment process, which leads to material impacts, risks, opportunities, and the scoping of ESRS disclosure requirements and data points. Our procedures consisted of understanding the DMA process as executed by AkzoNobel based on inquiries and assessing its compliance to the ESRS standards. Further, we have challenged management on assumptions, scoring, disclosures, and other decisions made with regards to the DMA process and scoping. Our report includes an emphasis on matter emphasizing AkzoNobel's disclosure on the possible future changes in the ongoing due diligence and double materiality assessment process, including the engagement with affected stakeholders. Due diligence is an ongoing practice that responds to and may trigger changes in multiple facets of AkzoNobel or any other company.
The sustainability statements and double materiality assessment process may therefore not include every impact, risk, and opportunity, or other additional entity-specific disclosures that each individual stakeholder may consider important in its own assessment. This type of emphasis of matter reporting is broadly seen with others in the markets as well. Looking ahead, we are currently in the process of planning the 2025 audit and assurance engagements. At this point, we expect the approach will be largely consistent, obviously, with the variations to incorporate changes in the global and business environment, company-specific developments, consideration of the omnibus regulation for the sustainability statements, and to insert a level of unpredictability. Furthermore, 2025 will also be the final year of PwC auditing AkzoNobel.
We will work closely with the successor auditors who are here in the room to ensure a smooth transition and maintain the high standards of audit quality that you expect. This concludes my comments. Thank you for your attention, also on behalf of PwC and my team, and thank you for the trust that you have in us. With that, I'm happy to take any questions, Chairman.
Thank you, Dennis. As noted at the start of the meeting, you may cast your votes on all voting items during the entire meeting. I see that there are questions. Please go ahead.
Yes, a question for the auditor. The auditor mentioned that he challenged the board on the various topics, the DMA process, and as well the results. We are interested to learn a little bit more about those challenges, the responses, and your opinion of the actual scoring and thresholds in comparison with what you've seen in the market, which you commented on.
Yeah. The DMA is an important process for management of an entity. We consider the DMA as a process where a lot of judgments take place. In our assurance engagement, we pay specific attention to the process for the DMA and the results thereof. In case we have findings in the disclosures of the DMA process or the results of the DMA, we will assess these findings, and if remaining findings are material, we express that in our assurance report. The absence of such findings in our assurance report gives our acceptance to management's process after these robust challenges.
Thank you.
Any other questions on the financial statements?
Thank you, Chairman. David Tomic on behalf of VEB European Investors. I have a couple of questions for the auditor, but first of all, with your approval, I would like to address some issues on the financial statements itself and questions for management. The first one is on working capital development last year and the cash generation of the company. You're all quite frank about it that 2024 cash generation was seriously hampered by an unexpected increase in working capital, and that was below your own expectations as well. Something has been said about it already in analyst calls, but I still fail to grasp fully how working capital development could have exploded in this way with Q3 inventories up, payables far down.
Could you maybe touch upon the relationship about it and more specifically on what measures you have been taking or still are taking to prevent such swings from happening? Because it is a serious drag on your cash generation, and it highly influences your invested capital, of course. On the coatings business, where you are pretty explicit on the challenge, you mentioned it, challenge to grow without increasing your capital intensity. Last year, you succeeded fairly well in this objective with your CapEx spend, capital expenditures last year at, I think, EUR 200 million or something. It is a 10-year high, at least, I think, when I go back to your figures. Is that something that you are planning to do a couple of years? Is that part of the capital allocation plan for coatings to level up CapEx spend in that business?
Because it still generates a high return on investment, and it may make perfect sense to invest in that part of the business. On the decorative paints business, where your segment results in the notes of the annual accounts as of this year, if I'm correct, also give a split between the invested capital and explicit disclosure on working capital, which is highly welcomed by us, I must say. That is a positive thing in the annual report and development from last year. That increase in working capital, was it also fully explained by the working capital development of the whole company with the inventories and the payables at Q3, Q4? Are there any other moving parts in that business? Thank you.
Thank you. Okay, so Maarten will start.
Let me first go to your first question on working capital and cash flow. Indeed, the cash flow generation in 2024 and the difference between 2023 can be fully explained by working capital. In fact, in 2023, we had a positive inflow, and in 2024, we had a negative. If you look at the working capital, we ended at a level of 15.7% at the end of the year, which was above 2023. You come to your question on how this happened. Yes, we came indeed at a too high inventory level at the end of Q3. We have stepped up the brake to reduce the inventory level by the end of the year, by the end of last year, in Q4. By doing this, that impacted, obviously, our payables.
Because if you start to push the brake and start to buy less raw materials, obviously, that impacts the payables. The good thing is that we ended with a much more healthy inventory level, and we've also seen our payables levels returning back to normal at the end of Q1. That impacted working capital and cash. Your question on DECO is exactly linked to this as well. No difference from what happened on the group and what happened on DECO. On your question on CapEx, what we are doing as part of our industrial excellence and industrial transformation, we have decided to step up our investments. These investments are very much to further invest in automation in our manufacturing sites.
Our normal level before we started the industrial transformation was roughly EUR 300 million on total CapEx investments, and we have decided for three years' time to invest EUR 350 million. That is during the period 2024, 2025, 2026. That is what you see playing out also in our invested capital. There are some areas where we are really cranking up our investments, for instance, in the powder coatings business in North America, as an example. I hope that this gives a little bit of color to the questions you raised.
Thank you. Yeah. Then a question for the auditor. As he mentioned, and that can
ook op het Nederlands overschakelen. De key audit matter over the transformation, die is dit jaar niet meer bij, niet meer geïdentificeerd door PwC. Voor het eerst in een jaar of zes, denk ik, dat een dergelijke key audit matter niet meer in zit. U had het over stabilized projecten, bepaalde IT-systemen of iets dergelijks. Hoe moet ik stabilized precies definiëren? Betekent dat ook afgerond, dat dat deelproject is afgerond, of hoe zou u dat kunnen kwalificeren?
It's a good question, but also difficult to respond. If projects are finalized, I think that is a question to management. What I meant to say was that the transformation projects, a company like AkzoNobel is always in a transformational stage. I'm just looking how much does it influence my audit strategy. Do I need to take additional considerations or not? Based on the stage of the various transformation projects, that was not the case for 2024. We did not have a deliberate aspect in our assurance strategy to deal with the transformation. Hence, no further reporting in our long-form audit report.
That means, I guess, that ExxonMobil has improved significantly on this topic as compared to a year before. Is that correct?
This is my first year, so I do not know this firsthand, but at least, for example, on the system front, things have been finalized there, right? That is usually a big aspect for a financial audit that is no longer transformational for us in the audit.
A second question on the transition to the new auditor. Will that also mean that EY, as from this audit, the 2025 audit, will shadow, run with you, will go in tandem? You kind of work together? Attending meetings, looking at files, etc.
This is not up to me, but we did discuss a robust transition program, and we as PwC are catering to that transition program. My personal opinion is that it is very robust, and PwC is cooperating with that.
Yeah, head of Audit Committee.
Yeah, yeah. As Chair of the Audit Committee, the Audit Committee has responsibility to oversee this transition. We've been involved in the tender process and ultimately the recommendation of EY to the wider Supervisory Board. As we go through 2025, there'll be ongoing interface with not only existing auditors, but also with EY to make sure that the transition occurs smoothly. They won't shadow, and I think the way that you're suggesting of being involved in everything that PwC is involved in, but we will ensure that there's enough interface with not only PwC, but also with the Audit Committee and the wider finance team to ensure that when they have the responsibility in 2026, it's a transition that occurs without any bumps.
Yeah, thank you. I'll come back to with a couple of questions on the tender process and the approval for EY as a new account.
Yeah, thank you. Any other questions on this topic? No? Thank you. I will now continue with item 3B on the agenda, the discussion, possible discussion, on the dividend policy. The dividend policy of the company is to pay a stable to rising dividend. The dividend will be paid in cash. A final dividend of EUR 1.54 per share is proposed, which together with the interim dividend of EUR 0.44 would equal to a 2024 total dividend of EUR 1.98 per share, similar to the total that we paid in 2023. Our CFO, Maarten de Vries, will now answer any questions relating to this agenda item. Would there be any questions on the dividend policy? No? Thank you.
I will go to item 3C, the profit allocation and possible adoption of the dividend proposal. As explained, for the financial year of 2024, a dividend of EUR 1.98 per common share of EUR 0.50 is proposed. In November 2024, an interim dividend of EUR 0.44 was declared and paid. Upon adoption of the resolution, the remaining final dividend of EUR 1.54 per share will be paid in cash on May 7th this year under terms published by AkzoNobel. The Supervisory Board recommends adoption of the proposed final dividend for the year 2024. Are there any questions on this topic? No? Thank you. Again, you can vote all the time during the meeting. Item 3D concerns the remuneration policy in 2024. I will now hand over to the Chair of the Remuneration Committee, Dick Sluimers, for a short presentation of the remuneration report 2024, which is submitted for an advisory vote.
Dick, could you please take us through the report?
Yes, thanks, Ben. Ladies and gentlemen, good afternoon. I'm pleased to address you here as Chair of the Remuneration Committee for the last time in my position as a board member. The 2024 remuneration outcome for the CEO and the CFO are determined in accordance with the remuneration policy for the Board of Management as approved by the AGM in 2021 and last updated at the AGM in 2024. Following the performance assessments conducted by the Remuneration Committee, no discretion has been applied, and I trust this is appreciated by you. As you can see, the first slide summarizes the main remuneration elements for the Board of Management, Mr. Poux-Guillaume and Mr. De Vries.
Although the remuneration report breaks down the remuneration received last year, I will give you some further explanation, and I'm happy to take any questions that you may have once we have reached the Q&A section on this topic. In line with the remuneration policy, the annual base salary for Mr. Poux-Guillaume was increased by 5.3% as per January 1st, 2024. This was below the salary increases for AkzoNobel employees in the Netherlands and reflects the fact that this initial salary was set in 2020 and had not been adjusted in 2023. The CFO's salary did not require an increase in 2024, as his salary was increased in May 2023 in line with the benchmark that was carried out in that year.
Moving on to the performance-related components of the remuneration package that incentivize the achievement of stretching financial and strategic targets, which are assessed over a one-year and a three-year period, respectively. The slides now shown outline the details of the 2024 performance against the targets for the short-term incentive plan, in short, the STI. The STI bonuses are based on company financial performances alongside individual contributions, which we measure over a year. The achievement on the STI metrics, adjusted OPI and FCF, free cash flow, were below target for both financial targets. The non-financial objectives for the Board of Management were evaluated above target for the CEO and below target for the CFO, resulting in an overall below target payout in 2024 of 72.48% of salary of Mr. Poux-Guillaume and 50.78% of salary for Mr. de Vries.
As explained in the remuneration report, personal objectives in 2024 focused on people, industrial excellence, and portfolio management. The people objective was measured on employee engagement, the ability to attract and to retain female executives, and to improve organizational efficiency by taking out complexity, simplifying the organizational structure, and fostering a performance culture, and delayering the organization with the aim to reduce cost. The industrial excellence objective focused on optimization of the manufacturing footprint with the first plant closure in Europe in 2024 and the improvement of OTIF, that is on time in full. OTIF passed the 90% mark in 2024 from a percentage of 85% in 2023 and 70% in 2020, so a clear increase.
The third objective, called portfolio management, focused on increased exposure on high-growth segments and the launch of sustainable product solutions, such as a super durable low-bake powder coatings that help protect building surfaces in more challenging environments and an innovative resin coat powder coatings technology that provides improved electrical protection for EV battery systems. I think you already heard from Greg when he explained the things about these types of measures that we have been taken. The long-term incentive plan, in short, the LTI, is intended to incentivize company performance over a period of three financial years. The vesting of the 2022 LTI plan in 2024 was based on performance metrics, adjusted EBITDA, 40%, ROI, 20%, revenue growth, 20%, and ESG, 20%. The Supervisory Board set stretching targets with the threshold being for adjusted EBITDA at EUR 1.85 billion and a maximum of EUR 1.6 billion.
The threshold for ROI was set at 7% and a maximum at 15%. As both adjusted EBITDA and ROI performances were above target in 2024, the corresponding vesting percentages for these specific parts of LTI were 126% for adjusted EBITDA and 122% on ROI. Revenue growth, third metric, as weighted averages compared with a defined industrial peer group. Organic growth rates to calculate the performance take into account consideration price, mix, volume growth, and exclude the effects of exchange rates. The Supervisory Board set a threshold for revenue growth at - 10% and at a max of 2%. With a revenue growth of - 0.11% compared to the market, the realization of this metric was nearly 99%. The ESG target consists of four equally weighted targets related to our approach to sustainability. Actual performance on total recordable injury rate was below threshold, resulting in no vesting based on this metric.
The performance on energy use was 1.77, resulting in a 60% vesting on this second metric. The performance on total waste circular and on renewable electricity was above the minimum with 74% and 65%, respectively, resulting in a 100%- 150% vesting percentage on these metrics. In total, this resulted in a vesting percentage for this LTI of 122.19%. This included an 8.76% dividend yield and resulted in 24,360 shares vesting for Mr. Poux-Guillaume and 13,891 shares vesting for Mr. de Vries. The company provided conditional shares to the Board of Management in 2024. These shares will only be released to them in 2026 if the planned three-year target on adjusted EBITDA, ROI, and ESG are achieved, and we will also be subject to a further two-year holding period. To Mr. Poux-Guillaume, 37,775 shares were conditionally granted, and 18,228 shares were conditionally granted to Mr. de Vries.
The executives were not eligible for matching shares on the 2021 series, and therefore, no matching shares have been received by the executives in 2024. However, in 2024, Mr. Poux-Guillaume and Mr. de Vries both invested 50% of their net STI payment over 2023 under the share matching plan. This resulted in 3,194 potential matching shares for Mr. de Vries and 6,088 potential matching shares for Mr. Poux-Guillaume. Finally, the remuneration of the Supervisory Board. Members of the Supervisory Board receive a fixed remuneration based on the roles and responsibilities. In accordance with the code, members are not remunerated in shares. Travel expenses and facilities are borne by the company and reviewed by the Audit Committee. Implementation of the remuneration policy for the Supervisory Board in 2024 resulted in the payout as shown in this slide. I would like to end by thanking you and back to you, Ben.
Thank you, Dick. Sorry, there were two small mistakes. The salary was set for Greg in 2022 and not 2020. The other one, that we reached the maximum, it was over the maximum, not over the minimum. If you look at the, what was it, the electricity? Check again. Oh yeah, yeah. Total waste circular or renewable electricity was above the maximum. You said minimum by accident, but just to make sure that in the minutes, we do not get any surprises. Okay, thank you, Dick. Are there any questions in respect to this agenda item? Please.
Thank you, Chairman. David Tomic on behalf of the European Investors VEB. I think one question. It's on the STI personal objectives. It's a striking difference between the score of the CEO as compared to the CFO. I think if I heard Mr. Sluimers correctly, company progress overall was on personal objectives was better than for the finance organization. The question is, what caused the finance organization to show little or less improvement as compared to the company as a whole? What were the differences exactly?
Yeah, thank you, Dick.
The difference is that if we look to the personal objectives for the people component in this part, for the CEO, they were measured in terms of results of the company as a whole. For the CEO, this was a combination of the overall company performance and the performance of the financial organization specifically. His outcome is a weighted average between two components. For the CEO, it was one component as the company as a whole.
Okay, any other questions?
Yes. The question is, what exactly was the second component on the finance organization that was scored on less than for the company as a whole?
As we, I mean, you have heard me explain that the elements, and I mean, they are also in the remuneration report. You have heard me explain which type of elements there are. The general conclusion was in the assessment that if we take those two components together, the result of the CEO was somewhat lower of that of the CEO.
Yeah, but then again, what component exactly?
I can dig in to all the specifics, but the basic outcome is as we have presented it in the remuneration report.
I read the remuneration report. I heard your explanation just now, but then the question remains, what exactly was different in the finance organization?
Again, it is the outcome of two components, and those two components differ from the total component that was set for Mr. Poux-Guillaume. That is the outcome.
That's the outcome, but that's the underlying motivation. I'm trying to get at the underlying reason.
Sorry, I understand you, but listen, you see the metrics in the report. Based on these metrics, we have made a calculation which gave these outcomes. I can go in depth with you and specify all the specific elements in that, but I don't believe that is the issue. I simply have explained to you why there is a difference for the CEO and there is a difference for the CFO.
Yeah, but you haven't provided the actual reasons for the difference. You're not willing to disclose? Am I correct that you're not willing to disclose this information?
I'm afraid I'm going to repeat myself.
Okay. That's a pity then, because I think when it is in the remuneration report and there is a question on it, I think it's a relevant issue, maybe a relevant issue. An explanation would have been more than welcome on this item. I think we're not going to get any farther in this meeting when I look at this in the Q&A.
In the remuneration report, we are very specific. I gave you a very specific answer, and that's the answer.
Yeah, but it's not the specific answer that I was asking for.
Yeah, that's it.
Having heard this in the past, in the past couple of years, AkzoNobel has been quite a difficult relation with shareholders on remuneration and the disclosure on remuneration in your report. With two times, it's been voted down two times in 2021 and 2022, if I'm correct. We would have welcomed this information to be provided here in this meeting. It was not in the report. That is the reason I'm asking. If you're not willing to answer it in depth, then I cannot vote in favor of the report. I will have to vote against.
Okay, thank you. Any further questions on this? No. Okay, the next agenda item is 4A, the discharge from liability of the members of the Board of Management in office in 2024 for the performance of their duties in that year. Agenda item 4B concerns the discharge from liability of the members of the Supervisory Board in office in 2024 for the performance of their duties in 2024. Any questions on this agenda item? Usually not. Thank you. Agenda item 5A, the appointment of EY Accountants BV as external auditor of the financial statements as of financial year 2026 until and including financial year 2028. Agenda item 5B concerns the appointment of EY Accountants BV to carry out the assurance of the sustainability reporting as of financial year 2026 until and including financial year 2028.
In line with European and Dutch legislation, the financial year 2025 will be the last financial year for which AkzoNobel's current external auditor, PwC, will perform the audit of the company's annual financial statements. The thorough tender and selection process designed in line with industry best practices and corporate governance principles was concluded in 2024. As a result of this tender process, and as further described in the explanatory notes published on our website upon the convocation of this meeting, the Supervisory Board proposes to appoint EY Accountants BV as external auditor of the financial statements, as well as to provide assurance of the sustainability reporting to the extent required as of financial year 2026 until and including the financial year 2028. Are there any questions with respect to this agenda item? Please.
Thank you, Chairman. David Tomic on behalf of VEB European Investors. It's an important moment, a transition to a new auditor. I've read the documentation. I have to compliment you on that. It is best in class compared to what you see in the market. Thank you. It provides the information and the background to this new auditor. I would like to ask a couple of questions because, as you're well aware, and the audit committee will be well aware of, exam fraud is an issue that has been in the spotlight in the Netherlands for, I think, almost two years now. The question is, how did the audit committee have been taking this issue into account during the tender process?
The second question, and it is, I think, for the new auditor, can you guarantee that none of the team members on the AkzoNobel audit team are clean and have not been caught cheating in exams? Thank you.
Yeah, thank you. Thanks for the compliment, Byron.
Yeah, thank you for the comments on the tender process. I've participated in a number of tenders over the course of the last decade, both as Audit Chair and as a member of an audit committee. I will assure you this was a very comprehensive process, which started with a number of different companies involved in it and eventually led to the recommendation of EY. The audit committee was very aware of the exam fraud issues that you raised. Companies were asked about it. We felt comfortable that EY was not in any way tainted by this particular issue with respect to their ability to serve as the auditor of AkzoNobel. I would just say that the diligence process that we went through was the most thorough diligence process that I've seen myself as Audit Chair. I can't comment on the second question.
Obviously, you have to ask them, or maybe that's something that should occur at a different occasion. I'll leave it to the Chair.
Yeah. As Vianson, Fabio? Are you considering limited or reasonable assurance for the years that are mentioned for the new assurer, for the new accountant? Has this been part of your process as well to look at that? Could you expand on that?
The intention was limited assurance with respect to the CSRD-related aspects, if that's what you're asking. Yeah, that's the assumption. We'll see how things evolve over the course of time, but we begin on that basis.
Yeah, the second question was for the new lead partner, Mr. van Armeiden, whether he can guarantee that none of his team members have been caught with the exam fraud.
Yeah, EY? I think that it's not for us to answer that, obviously, as you indicated, so please.
Yes, hello, good afternoon. Happy to introduce EY and myself. I will indeed be the new lead audit partner, and I will sign the auditor's reports as of 2026. To answer your question, I can be very brief, but indeed, maybe to give an example, to audit a company like AkzoNobel, our team would need a couple of accreditations, like IFRS or CSRD as examples. I have checked that the team has succeeded those exams without any fraud, and I can also state that for myself.
Thank you. Thank you. Thank you.
Any more questions on this topic? No. Okay. Next item on the agenda concerns the adoption of the remuneration policies for both the Board of Management and the Supervisory Board. Dick, could you please take us through the proposed amendments after you switched on your microphone?
We're here. The Supervisory Board submits the remuneration policy for the Board of Management as well as for the remuneration policy for the Supervisory Board in full in 2025 as required by Dutch law. The Supervisory Board proposed to make the following adjustment to the remuneration policy by the Board of Management. In an era of increasing transparency where executive compensation is under growing scrutiny from investors, the media, and society at large, it is more important than ever that the remuneration policy reflects the broader experience of both the workforce and stakeholders. As Europe moves towards more stringent disclosure requirements, the Supervisory Board continuously refines the policy to meet these evolving expectations while staying true to the company values. Therefore, it is proposed to further strengthen the malice and clawback policies through the inclusion of additional triggers related to risk management, individual misconduct, and reasonableness and fairness.
For new Board of Management members who are attracted from outside the company, the Supervisory Board proposed to adjust the wording "sign on" to "buy out" to reflect the practice to merely partially compensate new members of the Board of Management for forfeited variable pay at their previous employer. The Supervisory Board proposed to remove Covestro from the labor market peer group following the announcement of an intended takeover by state-owned oil company Adnoc, United Arab Emirates. AkzoNobel's remuneration policy for the Board of Management has been designed to attract and to retain high-caliber members for the Board of Management by offering remuneration that is competitive with the European context as this is in the labor market preference. The Supervisory Board proposed to amend the weighting of the metrics used in the long-term incentive plan.
The adjusted EBITDA and ROI metrics are proposed to be set at 40% each, underscoring our continued focus on value creation and sustainable growth. The ESG metrics, meanwhile, are proposed to be brought to 20%, allowing for a more balanced and targeted approach. By doing so, we are striking a more effective balance between our own ESG aspirations and the interests of our shareholders, while also ensuring a closer alignment with the incentive structures commonly seen among our global peers. Beyond our peers, we must also take into account the practices of our direct competitors who do not have ESG targets in their LTI at all. Importantly, this proposal does not signal a deprioritization of ESG objectives. We remain among the sector's most ambitious companies in addressing climate-related performance, as demonstrated by our continued inclusion of Scope 3 emission in our targets.
Following the adoption of new remuneration levels at the AGM in 2024, as reflected on this slide, the Supervisory Board does not propose any further changes to the remuneration policy for the Supervisory Board for 2025, apart from some technical and non-substantial textual updates. It should be stated at this moment no other amendments of the remuneration policy for the Board of Management, nor the policy for the Supervisory Board, are being proposed. New policies will be proposed to the shareholders no later than at the AGM of 2029. Back to you, Ben.
Thank you, Dick. Any questions?
Yes, you, Edwin Janssen, Fabio. You mentioned a decrease of relevance of ESG, and you've given a few comments on that related to benchmarking of ESG. According to peers, that would be going down as well. Are you referring to American organizations here, or are you also referring to European organizations where this is more relevant due to the various Green Deal aspects, including ESRS, etc., which is still to land after this first year of voluntary reporting?
Yeah, Dick?
Yeah. You know, with this metric, it is, first of all, of course, the position of AkzoNobel itself. I think you have seen the slide that was presented by Greg, where we inform you about our advancing on sustainable goals and that we take that very serious. We also have to take into account in this type of policy the position of our shareholders, all the stakeholders, peers, competitors. Let me say that in the benchmark of our 16 peer companies, and that's also in the remuneration report, 80% include ESG in their LTI plans. Of those, 45% weight ESG at 20%. That's the level we are now adopting. Only very few have more than 25%. That is our European peer group.
I mean, if we look to our American peers and also to our American competitors, they have no ESG targets in their LTI at all. What we have tried to do is to strike a balance between the position of AkzoNobel, shareholders, other stakeholders, peers, and our competitors. We think that with 20%, we have struck quite a good balance.
Appreciate that we are on top of the list in any comparison on our ESG performance. That is also why we think we will not lose focus, and we are best in class. We are not worried that we would lose focus for ESG, Dick. Any further questions on this topic? Please. There are two. Yeah.
One question on this item, please, Chairman. David Tomic. It's on the clawback, and it's an interesting couple of sentences in the explanation, where the clawback may be applied in case of individual misconduct or breach of compliance manuals, but also in case of material failure of risk management or breach of risk management policies. The question is, what could qualify for the clawback in the case of risk management or breach of risk management policies?
You just mentioned it, right?
I'm not sure. I'm just.
Okay. Dick, you want to.
Yeah, I can repeat my take, Chairman. This is exactly what it states. It's interesting because if you look to, for instance, proxy advisors like Giles Lewis and ISS, they emphasize that we should.
Sorry, we should, yeah, but my voice is sometimes loud enough to be heard at the end of the hall. Do not worry. I mean, you see there that they emphasize more robust clawback policies, and that is exactly what we are doing here. I thought, while doing that, that you would be very enthusiastic and would step forward to praise the board. You are somewhat in a different.
I was wondering what could qualify as a breach of risk management. Some examples, just to get a feel of it, how you as a Supervisory Board might take on this issue.
You have in a company, you have risk management so that you do not take too many risks. If you would be in breach of that type of risk management, you run the risk that you lose the variable pay that was paid to you.
Yeah, but it's easier as an example. If you look at safety, if you would jeopardize people, for example, if you would have big spills that you could prevent, it's everything that's in our risk policy. It is a very practical, not complicated assessment.
That was the background of my question.
I understand. That is why I am always happy to help.
Is there a question behind?
Yeah, please. Yeah.
Thank you. Martina Kruijtbeld, MN again. This is something we also discussed in the dialogue. We have noticed frequent changes in the weighting of performance metrics in the LTI of the remuneration policy. Last year, the ESG metric weight was increased from 20% - 34% as a confirmation of your commitment to sustainability targets, as it was stated. This year, the LTI metric has been decreased. The ESG metric has been decreased to 20% to better align with the company's strategic priorities. These frequent changes raise questions on our end about the long-term goals and strategic priorities. What we are looking for is some reassurance that the LTI ESG metric remains the same the next three to four years.
Let me clarify, we are, of course, pleased with the fact that there is an ESG metric included in the LTI, but we are looking for some consistency. Could you please give us some reassurance?
I can give you that assurance because if you adopt today this remuneration policy, as I stated during my explanation, the next will be presented in 2029. Either we come back to you with a change of our remuneration policy, but if we do not do that, it is for the next three years.
Okay. There is the possibility.
You will be served.
There is the possibility that you get back to us before that, is what you say.
Yeah, but it's not our intention to come back to you. It is our intention to have a remuneration policy with a 20% ESG metric on the LTI for the coming years.
Okay.
To set your mind at rest, ESG will stay important in our measures. Whether it's 18%, 22%, whatever %, I'm not sure if that is extremely important, but management is strongly committed, as we are, and as I think all the company is, to have ESG as a priority.
Thank you. That's good to hear. You also mentioned that this is also based on feedback from certain shareholders. I can imagine, given the ESG sentiment that we are all familiar with now.
I can assure you some of them made different suggestions than we propose to you here and now.
That's also the reason that we said we try to find a balance between all the opinions.
Okay. Thank you.
Any further questions on the new proposed remuneration policy? No. Thank you. Again, you can vote on all items during the whole meeting. The next item on the agenda concerns the appointment of Dr. Hans-Joachim Müller, who is attending today's meeting. The nomination of Jochen concludes an extensive search and selection process conducted by the Supervisory Board in cooperation with an internationally owned executive search company. His resume was published on our website upon the convocation of this general meeting. Jochen, could you please introduce yourself?
Good afternoon, everybody. Let me briefly introduce myself. My name is Hans-Joachim Müller. I'm 66 years old, and I'm delighted standing in front of you for election to the AkzoNobel Supervisory Board for the first time today. Taking on a Supervisory Board role at AkzoNobel is an attractive opportunity, especially in these turbulent times. I mean, you've heard quite a bit about turbulent times recently. Despite the economic outcome, I'm very much convinced that AkzoNobel of 2025 is an exciting and strategically well-positioned company with growth potential. I'm confident that my profile will fit well with the current Supervisory Board competency. In addition to leadership positions in major companies and manufacturing distribution, I have experience in corporate governance, M&A, post-merger integration. Furthermore, obviously, sustainability and digitalization was high on my agenda for many, many years.
By training, I'm a PhD chemist from Munich University with a postdoctoral scholarship at UCLA, and I have held various management positions in international different countries. I started my career at BASF, and after several management roles, including some in Asia, I was ultimately responsible there for some specialty chemicals business. From 2001 onward, I joined Zutkimi. Zutkimi was a company based in Munich. In 2007, I was appointed there to their management board, the executive committee. Zutkimi was back then a privately owned company and then was acquired by Clariant. While I joined Clariant, I was serving as an executive committee. Somebody asked me whether I wanted to serve as a CEO of a Belgian-based company in Antwerp. That was back in the year of 2012, and I stayed there till the end of my professional career in 2023.
I served there as CEO of Azelis. Under my tenure, we grew the company, and we listed the company at Euronext on the 17th of September of 2021. Again, I ended my career there at Azelis, and Azelis was a company where we were developing formulations and serving more than 60,000 customers worldwide, also a very international company. I would be delighted if you would give me the trust to serve on the Supervisory Board for AkzoNobel, and I will give you my word. I will do my very best to deliver. Thank you.
Thank you, Jochen. Any questions, please?
Adrian Janssen, Fabio Rio. To what extent has sustainability and ESG factors been a part of the process of nominating you? Furthermore, in the configuration of the Supervisory Board, how will you add to those specific topics?
Good question. Thank you. In my career of sustainability, we moved my firm, Azelis, from really being not top of the list to become top of the list at the Euronext in Brussels. You can check them out. EcoVadis rating is really all top-notch. It has been very high on my agenda for many, many years. In the selection process, obviously, I was also asked what I can contribute, what I have done. We have done EcoVadis studies, yadda yadda yadda. We are together for sustainability. We have been involved. I have been involved in all the different aspects when it comes to sustainability. We are also looking very much in steering the portfolio to become more sustainable, right? Chemical background, what can be done to have a more sustainable approach to customer solutions. Does that suffice, or do you have any further questions?
Since it's one of the priorities of AkzoNobel, obviously, it was part of the selection process, inevitably. Yeah. Thank you. No more questions. Thank you. Thank you, Jochen. We move to agenda item eight. It consists of two voting items which are proposed to the shareholders each year. The renewal of the authorization of the Board of Management to issue and grant subscription rights to shares up to a maximum of 10% of the total number of shares outstanding today, the 25th of April 2025. The renewal of the authorization of the Board of Management to restrict or exclude the preemptive rights allowed to shareholders by virtue of the law in respect of the issue of shares or the granting of subscription rights in conformity with this agenda item, but only regarding shares issued pursuant to a decision of the Board of Management.
The authorizations are granted for 18 months and in accordance with the notes to the agenda of the meeting. Any questions on this topic? Usually not. Thank you. Agenda item nine includes the proposal concerning the authorization of the Board of Management for a period of 18 months starting on the 25th of April 2025, or in case of a shorter period until the day the authorization is again renewed by the general meeting of shareholders, which is likely to acquire common shares in the company's share capital at any time during this period. The number of common shares to be acquired is limited to the maximum number of shares in the company's share capital as permitted by law and the articles of association that the company may hold in its own share capital at any given moment.
The maximum number of shares that the company will hold in its own share capital at any time shall not exceed 10% of its total issued share capital. Common shares may be acquired through the stock market or otherwise at a price between par value and the Euronext Amsterdam NV market price on the day of purchase plus 10% on the condition that the acquisition price is not higher than the opening market price on the day of purchase plus 10%. The proposal to allow the company to acquire shares also at a price of 10% in excess of the opening market price has been inspired by the desire to have more flexibility in case price fluctuations occur during the day.
The lower limit of the par value has been included in the proposal as the law stipulates that besides an upper limit, also a lower limit is required. Any questions on this topic? Usually not. Thank you. Agenda item 10. I will now proceed with a final item on the agenda which concerns the proposal to reduce the issued share capital of the company by canceling common shares held or to be acquired by the company in its own share capital. The cancellation may be executed in one or more tranches. The number of common shares held by the company, which may be canceled, whether or not in tranches, shall be determined by the board of management but shall not exceed the maximum of the number of shares that may be acquired in accordance with the authorization referred to under agenda item nine.
Cancellations may not be effected earlier than two months after resolution to cancel shares is adopted and publicly announced. This will apply for each tranche. Any questions on this topic? No. Thank you. Charlotte, did we receive any questions via the online voting platform, which were not answered yet?
No, no questions were received.
Okay. Now, Charlotte is supposed to read the questions, but there are no questions. Thank you, Charlotte. I now kindly request you to check whether you have submitted your votes on all voting items. We will now take one minute for you to check your votes. While we await the voting, I would like to take the opportunity to say a few words of thanks to Mr. Byron Grote, Dick Sluimers, and Patrick Thomas, who are retiring as members of the Supervisory Board today after years of dedication. Their contributions have been invaluable to AkzoNobel, and their leadership has guided us through significant transformation. Byron joined AkzoNobel in 2014 and has served as Deputy Chair of the Supervisory Board and Chair of our Audit Committee since April 2015.
Throughout his tenure, Byron has been instrumental in overseeing the transformation of our financial organization and processes, using his extensive expertise to drive impactful change. Last year, he led the supervision of the external auditor selection process while at the same time ensuring a seamless transition with the change of the PwC lead partner. Byron, thank you. Dick Sluimers became a member of the Supervisory Board in 2015 and simultaneously took on the role of Chair of the Remuneration Committee. His leadership in this capacity has been crucial in shaping our remuneration policies and making sure they align with our strategic goals. During Dick's tenure, significant steps were made to increase transparency and readability of our remuneration policy, amongst other things. Dick, thank you for your contribution. Patrick Thomas was appointed to the board in November 2017.
His deep knowledge and experience with supply chain dynamics, raw materials, chemical industry, and many more things has been instrumental in steering the company through the global disruptions experienced in recent years. On behalf of the entire Supervisory and I know also Executive Board, we thank Byron, Dick, and Patrick for their excellent contribution and full dedication to the Supervisory Board for the past year. Thank you again. The results of the voting items should now be shown on the screen. Voting is closed, I guess.
You can close it then.
Yeah, we close the voting. Oh, I should do that. That was easy. The results are now shown on the screen. I conclude that each of the voting items shown on this slide are adopted. Moving on to the second slide, I think I'm going to draw the same conclusion. Yeah. All the items on this slide have also been adopted. Now we have the final slide. Also here, all of the three items showing have been adopted. I asked Charlotte to record the voting results. They will be published on our website. Sorry?
One more slide.
This one's adopted too. Oh yeah, this one's adopted too. My apologies. I thought we had three slides here and four. And all with North Korean percentages. That's always nice. Okay.
Can I ask one more question on the voting results? Because on the remuneration report,
I wrote down 81.5% in favor, and that's a relatively low outcome. The question is, have you received feedback on the remuneration report before this AGM? If so, what did that feedback entail?
Yeah, we had some conversations with shareholders and other stakeholders. There were some American stakeholders that suggested to include some topics that we thought were not the best possible options at this point in time. We knew that they would not be specifically in favor of the change. Still, 88% is not so bad, we think.
On the remuneration report, 81.5% is relatively bad. It's a bad outcome in the Netherlands.
We know where it comes from, and we also have an idea on what the items are that they would like to see different.
What were those?
We have the feeling that many of the other shareholders would not be so much in favor. That is the balance decision we took.
Okay, I think, could it also have something to do with the disclosure in the remuneration report?
No, because this is a new policy.
No, it's not a new policy. It's the remuneration report that I was referring to, the 81.5%.
Dick, do you have any additional comments there? I wouldn't know.
No, I would say if you look to our policy, it's very strongly supported. I think between 80% and 90% is a reasonable outcome for a remuneration report.
What we'll do is, because of course, I don't know that by heart by now, we'll check, and if it's relevant, I will come back to you. Is that okay? Yeah, because we don't have much to hide here, so actually nothing. Okay. I hereby close today's meeting. Please be reminded to return the voting devices provided at the registration desk at the door when leaving the room. Refreshments will be offered in the area outside of the meeting room for half an hour, after which you will be kindly requested to leave the building. I guess on Friday afternoon with sunshine, you won't need much pressure to do that. Thank you very much for your participation today.