Ladies and gentlemen, a warm welcome to all of you participating today, either in person or virtually. My name is Ben Noteboom, Chair of AkzoNobel's Supervisory Board, and I will be chairing today's meeting. I hereby open this annual general meeting of shareholders. Together with me on stage are Wouter Kolk, Chair of the Remuneration Committee, Ute Wolf, Deputy Chair of the Supervisory Board and Chair of the Audit Committee, Greg Poux-Guillaume, our CEO, and Maarten de Vries, our CFO, and Charlotte van Meer, our General Counsel. Also attending this meeting are the other members of the Supervisory Board, Ester Baiget, Jaska de Bakker, Hans Van Bylen, and Joachim Müller. This meeting will be held in English, at least I try. Questions may be asked using the microphones available in the room or via the chat box on the online voting platform.
Please, if you ask questions, start by stating your name and, if applicable, the name of the shareholder you are representing. To ensure an efficient meeting and to allow others to speak, please, yeah, it says ask two questions. That always turns out to be impossible, but please limit the time you're speaking. Questions not answered during the meeting will be answered on our website. We would like to remind our shareholders that the proposed merger with Axalta will be the topic of our extraordinary general meeting to be held in the course of this year. Related questions will be addressed at that time. Before I continue, I hand over to Charlotte, secretary of this meeting, to explain the voting procedure. Charlotte?
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 Kuck, 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, the 26th of March 2026 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 results 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 69 million is represented, so that in total, 138,406,000 votes can be cast. The level of attendance is approximately 81%. We will now proceed with item 2A on the agenda, the report of the Board of Management of the financial year 2025. You have been able to read and review the Annual Report 2025, which was published on the 24th of December of this year. Our CEO, Greg, will now discuss the company's performance during 2025. Greg?
Thank you, Ben. Good afternoon and welcome to everyone joining us today, both here in Amsterdam and virtually. 2025 was a banner year of disciplined execution across AkzoNobel. We delivered tangible results across all our key priorities. Our efficiency programs delivered EUR 200 million in savings, reflecting both strong cost discipline and operational focus. The SG&A program was fully executed mid-2025, and our industrial transformation program remains firmly on track. These actions translated directly into improved profitability with our Adjusted EBITDA margin expanding 40 basis points year-over-year to 14.2%, demonstrating clear structural progress. We also significantly strengthened our cash generation. Improved working capital management drove free cash flow of more than EUR 600 million, up 65% year-over-year. Separately, our active portfolio management continued to create meaningful value.
A key milestone was the sale of our India business, which delivered approximately EUR 900 million in proceeds at an attractive 25x EBITDA multiple. Our portfolio review of paint positions in Southeast Asia continues in line with our strategy to focus on leadership positions and to monetize assets that are significantly more valuable to others. Finally, we announced the proposed all-stock merger of equals with Axalta in November, a transformational step that will bring together two highly complementary businesses and position the combined company at the forefront of the coatings industry. Sustainability continues to shape our industry, and we see it as a powerful opportunity aligned with AkzoNobel's strength in innovation and leadership. We made strong progress towards our science-based target to reduce carbon emissions across our value chain by 50% by 2030 versus the 2018 baseline.
In our own operations, emissions are already down 47%, well ahead of our original 2025 interim target and within striking distance of our 2030 goal. Renewable electricity now accounts for 69% of our consumption, reflecting strong progress towards our 100% target. We also made a step change in our supply chain carbon footprint, reaching a 19% reduction, a meaningful step up from 12% a year ago. This remains an ambitious journey, but through close collaboration with partners and continued investment in innovative solutions, we're driving the progress that is needed. Alongside our carbon reduction, we continue to advance our circularity ambitions, including our focus on reducing waste to landfill. Last year, circular use of materials improved to 75%, supporting the development of lower carbon solutions for our customers.
On the social side, we achieved our goal of empowering more than 100,000 people through skills developments in 2024, six years ahead of plan. While this milestone has been reached, our commitment to supporting communities around the world continues. Finally, the female representation at executive level rose to 27%, an important step in building the diverse leadership that will drive AkzoNobel forward. Our strategy is anchored in four strategic pillars, and we achieved important milestones across each in 2025. Sustainability-driven innovation remains a key growth engine. Notable launches last year include award-winning powder technologies for protecting electric vehicle battery bottom plates, and a new waterborne refinish base coat that reduces process time, energy use, and emissions. We continue to invest selectively in attractive growth markets where we hold differentiated positions, including aerospace and Marine and Protective.
Major capacity and capability upgrades at key sites in the U.S. and the U.K. further reinforce our leadership in these high-value technology-intensive segments. Active portfolio management remains central to our approach. The completion of the India divestment marked a major milestone, while our broader portfolio review continues with particular focus on subscale paint positions in Southeast Asia. Operational excellence underpins everything we do. Our SG&A program has been completed, delivering EUR 200 million in structural savings. In parallel, our industrial transformation continues to advance. With 12 sites closed as per the end of 2025, all executed without any impact to the businesses. Our efficiency programs are translating directly into stronger financial performance. As the industrial transformation progresses, we're improving both the efficiency of our asset base and our profitability. Combined with the structural benefits from the SG&A program, this has driven a clear step-up in performance since 2022.
Return on investment has improved from 9.8% to 13.5%, and our Adjusted EBITDA margin has expanded from 10.7% to 14.2%. We remain firmly on track to achieve our midterm targets of 16%-19% return on investment and a 16% Adjusted EBITDA margin by 2027, with the full benefits of our actions still to come through. Cash generation was another highlight for the year. Free cash flow reached EUR 606 million, driven by disciplined working capital management. Trade working capital ended the year at 14.7% of revenue, well within our target range and achieved while absorbing the inventory build needed to support our industrial transformation. Combined with the proceeds from the India divestment, the strong cash performance allowed us to reduce net debt to below EUR 3 billion and bring leverage down to 2x net debt to EBITDA, fully in line with our leverage target.
In 2026, we aim to increase our full-year Adjusted EBITDA by at least EUR 100 million on a comparable basis. The step-up is driven by what we control, EUR 90 million of net savings from our industrial program, with SG&A carryover and productivity offsetting inflation. We remain firmly focused on completing the industrial program by year-end while maintaining strict cost discipline. Although the Middle East conflict had limited impact in the first quarter, raw material and logistics costs will ramp up throughout the year. The exact impact is still evolving, but additional pricing has been announced to fully offset the inflation we currently see, and we will go further if required. On November 18, 2025, together with Axalta, we announced a proposed merger of equals that represents a transformational step for both companies. The combination creates a stronger, more resilient global coatings leader with enhanced margins and superior cash generation.
Sustainability and innovation are core to both organizations, and together our R&D capabilities will accelerate the development of high-performance solutions for customers. The combined company will serve a broader range of end markets with leading positions across key segments. We see at least $600 million of cost synergies and a proven leadership team to execute with discipline. Closing is expected late this year or early next year. Merger preparations will run in parallel, I'm sorry, with our core execution agenda, there will be no distraction from delivering against our 2026 outlook. Ben?
Thank you, Greg. Before answering your questions, we will continue with the next item on the agenda, 2B, the implementation of the Dutch Corporate Governance Code 2022. The new code took effect on January 1st of last year and focuses on the risk management statement. A review of the company's internal risk management and control systems in the context of compliance with the code was performed, and a gap analysis was carried out, highlighting certain areas of practices that required amendment. No significant adjustment were required. Further information on our compliance with the new code and our governance structure can be found in our annual report. We will now answer questions related to these agenda items. Any questions related to ESG should also be asked at this time. Please be reminded to start by stating your name and, if applicable, the name of the shareholder you are representing. Whom can I...
Yeah. Please go ahead.
Thank you. My name is Martine Kruitbos, and I represent MN, asset manager for several pension funds in the Netherlands, among which PME and PMT. First of all, we would like to thank you for the constructive pre-AGM dialogue that we had with the AkzoNobel team and for your continued openness to engage with investors. We also wish to compliment the company on several positive developments that we noticed in the annual report, such as the informative case study on responsible AI, and that was one of the medium focus points of this year. There are three topics I would like to address today. Two of them concern this agenda item. I'll ask them both so you could respond to them at once. The first question.
During the analyst call, in connection with the announced merger, the CEO indicated that the ambition is to make the combined company a U.S. company. We would appreciate some further clarification on this statement, particularly in light of the fact that the combined company will be domiciled in the Netherlands statutorily and will be subject to the Dutch Corporate Governance Code. Can the Executive Board and the Supervisory Board confirm that both, until and following the completion of the merger, the governance structure will continue to reflect the Dutch stakeholder model, and that the newly appointed executive and non-executive directors will, in practice as well in conduct, ensure a balanced consideration of the interest of all stakeholders with the current rights of shareholders remaining fully respected and unchanged? That is my first question.
Yeah.
The second question relates to the subsidiaries in Russia. At last year's AGM, I asked for clearer insight into the governance and long-term strategy of these activities, and since then, we have observed limited progress in terms of disclosure. The annual report does not provide a clearer long-term direction. In addition, transparency on taxes paid to the Russian authorities appears to be deferred until later this year, whereas tax payments to other governments were already disclosed on 10 April. Given the sensitivity of this issue and the associated reputational risks, this timing raises questions on our end. Could the board explain why a clearer long-term strategy for the Russian activities has still not been articulated, and how the delayed disclosure on tax payments to the Russian state aligns with AkzoNobel's stated commitments to transparency and responsible business conduct?
Yeah. Thank you for your question. I'll answer the first question. I don't remember literally what was said, but what we will have, we'll have U.S. listing, but we will stay a Dutch N.V., domiciled in the Netherlands. That automatically implies that we have to work according to the total governance as is valid in the Netherlands. That is a yes to you. That means we have to take into account and actually want to, all stakeholders. Whether or not future board members will do that, will of course, as with everybody who's being appointed, make sure they do, because that's our responsibility. There's no question about that. Does this answer your question?
Yeah. I think I'm still looking for clarity on which governance framework will then be preferred.
We'll be in the Netherlands, so we automatically will have to follow Dutch governance.
Okay.
Yeah. Of course, the structure will be one-tier board, but that's also in accordance with Dutch governance. There's no questions there. Russia, I go to the left. It must be a coincidence.
Yeah. Maybe first, the last part of your question. We have recently reported, in terms of our tax transparency of last year, the reporting has been done consistent with the reporting of the previous year, so where we report the 15 key countries, and we are fully transparent about this. In fact, we will follow the EU directive in terms of tax transparency, which means that before the end of this year, we will do an additional reporting covering the countries, following the EU directive in the country-by-country reporting, and it will include Russia. We need some time to make sure that we collect the data but also validate the data.
On Russia itself, clearly we are on a path to minimize our exposure to Russia. As you know, there are limited strategic options to Russia and therefore, from a governance perspective, we continue to manage this on arm's length. It's completely ring-fenced, and we have no direct involvement in Russia.
Thank you. Yes. As I stated, I asked similar questions last year, so that is why I raised them again. Regarding tax transparency, do you recognize that for investors, this poses also a reputational risk? I also need to report back to clients what the current status is and also whether taxes are paid or not, and that information is now available at the end of the year instead of together with the 15 countries that were selected for the country-by-country report. I think our recommendation would be to disclose it in an earlier stage.
We will publish it as early as we can. If you imply that we will wait completely till the end of the year, that's not the case. We need some more time to do this publication, and I can assure you that we comply, of course, to the local tax rules in every country.
Okay. Thank you.
Thank you. Yes, please, if you have a question, go to the microphone.
Yes. Thank you, Chair. My name is Pim Postma. I represent the VEB, European Investors. I actually have some questions centered around three themes. Let me start with the first one. A couple of questions on the margins and the ROI on coatings specifically. Because AkzoNobel has been allocating more and more capital towards coatings, and according to the annual report, and we also saw it just on the slide, the return on investment in its coatings is also higher than in paints. That makes perfectly sense. However, we noticed that the ROI calculation is heavily influenced by acquisition-related intangibles, such as goodwill and brand names, especially within paints. Roughly speaking, about EUR 2 billion of the EUR 3 billion invested capital in paints consists of intangible assets.
If we exclude these acquisition-related items from the ROI calculation, the picture changes quite significantly, and in that case, paints actually appears to be more efficient and more profitable than coatings. Coatings also seems to be structurally more capital intensive, while its profit margins over the last decade have been structurally lower than paints. Against that background, I have a couple of questions, and the first one is actually a strategic question. To what extent does it make sense for AkzoNobel to put even more emphasis on coatings if within AkzoNobel, that business segment is actually more capital intensive and it does not come with higher margins? The second question, on which of these two pillars does the company see the greatest room for meaningful improvement in coatings? Is it on the capital intensity side, or is it on the margin side?
A third question around this theme, how does the board explain the structural and long-standing margin gap between coatings and paints? Actually, I wrote it down. The statement was made that coatings is high value technology-intensive segment. In theory, one could argue indeed, that coatings is more technical, more specification driven, less exposed to regional pressure, et cetera, than paints. Yet that logic does not show up in the profitability margins at all. I'm just curious on the board's view on this specific observation. Finally, in the annual report, I noticed a specific statement on ongoing competitive intensity and increased competitive pressure in coatings. To what extent does the board consider these pressures to be structural, and does that not imply continued pressure on margins in the coatings segment? Thank you.
Okay. Thank you. Greg?
These are all intelligent questions and actually really well formulated. You've clearly done your homework. You're giving a snapshot which is factually correct, but not necessarily in a dynamic sense. What I mean by that is the difference between the paints business and the coatings businesses is that the paints businesses are inherently local. The product doesn't travel because it's water-borne. The cost to weight doesn't make it favorable for it to travel. Therefore, you compete based on relative market share locally. Which means that you win through branding and distribution. What that means is that if you're a leading player locally, you'll be a lot more profitable than if you're a follower, because once again, you've got the brand recognition that allows you to have pull in the market, and you've got the distribution that allows you to have reach.
When we say that we will increasingly allocate capital to the coating businesses, it doesn't mean we don't like the Deco businesses, and it doesn't mean that the Deco businesses are not good businesses. It means that growing in Deco makes sense if you reinforce existing local positions to increase your relative market share. Adding another flag in a country that you're not in doesn't really add anything. Whereas the coating businesses are global businesses where you sell the same product around the world, which means that growing in these businesses allows you to have scale which allows you to distribute the same products without additional development costs that you can actually ship, to some extent, around the world because the cost to weight is more favorable, and therefore you get a scale effect.
If you're going to deploy capital to grow, it's better to do that in a business that is suited to the advantages of a global, innovation-driven company than to do that in businesses where you compete on an even playing field with the independent local players. Which is not a great situation to be in when you're a large corporate with expensive people like us. You want to make sure that you compete in the places where you have the best chances to win. In addition to that, as you rightly said, the coating businesses are more innovation-intensive, and that also plays to our strengths, which is that we are one of the leading innovation platforms in this industry, and that should allow us to generate higher returns over time.
If you look at it in a static versus dynamic way, there are moments in time when Deco is going to be more profitable than Coatings. On average, a company like ours should be able to be very profitable in Deco in leading positions, will struggle to be as profitable in follower positions, and should be able to increase margins in a disproportionate way with scale on the coating side of things, hence our capital allocation debate. As you look at the snapshot today, if you think back to Q1, the results that we've just announced, I know this is the AGM from last year, but.
Yeah. I noticed the results. Yeah
Still, I'll use that as an example.
Yeah.
As you saw, our margins in Deco are 300 basis points up at 17.3%, I think. Our margins in coating are 100 basis points down at 13.6%, I think, off the top of my head. You could say, "Well, AkzoNobel has its strategy the wrong way around. You should double down in Deco and." I go back to the explanation I just gave you. These businesses behave differently because the Deco businesses are driven by consumer confidence locally, and the coating businesses have a tendency to be driven by GDP, and therefore, more sensitive to macroeconomic events.
Once again, it's not that we don't want to be in Deco. We want to be in Deco, but we want to be in Deco only where we have the cards to win, to have high relative market share, and with our disposal of our India business. I know we're talking 2025, but-
Mm-hmm.
Pakistan announced a few days ago.
Yeah.
AkzoNobel trades at roughly 9x EBITDA over the last few months. You, as investors, decide that our profits are worth 9 x in terms of value. These outside investors that are buying our Deco businesses, in the case of India, paid 25x , and in the case of Pakistan, paid 14 x. This confirms, once again, the notion, because these are both local players, that these businesses are more valuable to you if they can allow you to increase significantly your relative market share.
Yeah.
Not an exit from Deco, we like Deco, but a refocus to positions that are leading positions. On the coating side, an allocation of capital not to create new fronts and new coating businesses, but to increase scale in the business that we have so we can be as competitive as we can in markets that are inherently a good fit for our skill set. Did I answer your question?
Yeah, definitely.
Thank you.
Maybe if I may.
Please. Go ahead.
A follow-up question, because do you then also see quite significant different margins in terms of, let's say, the India business or the Pakistan business? The Deco margins were then quite lower, I guess, if you don't have a market leader position there compared to the positions, for example, in Europe. Is that correct?
Well, it's almost correct, but not because you're almost right, it's because as in every rule, there are exceptions. In the case of India, we had 5% market share. The market leader had 50% market share. Now, you could say our profitability should be much lower than the market leader. I think the difference in India is that the market leader was more of a mass market player and we had the leading premium position. Actually in India, we had a lucrative 5% position, essentially a high margin 5% position. The problem is that over time, if you're a niche premium player, what happens is that the mass market guys have a tendency to migrate up. Also the brand, with volume, the brand becomes better known and the distribution is more powerful.
Over time, your mass market competitors that are multiple times your size have the elements, the tools to erode into your premium position, but also your premium profitability, and that's what's currently happening in India. There's an external player, actually a cement company.
Mm-hmm.
Birla that decided that they wanted to create a brand from scratch. They build it and they will come. They built six factories, they launched a brand, and they said, "Here we are." What you're seeing in India currently is you're seeing an erosion of that market profitability. What you don't know over time is at what level that's going to settle. The combination of the market uncertainty, our strong position at this moment in time, and our inability to reinforce ourselves in India, because as much as I can sell our business for 25x EBITDA, as a company trading at 9x, I can't buy a business in India at 25x. You would rightly come back next year and tell me, "What the hell are you doing with your capital allocation?
Yeah.
In some cases, it's better to let somebody else own the business and reallocate the capital to either give it back to shareholders, which is always a good option. Also the other option is to reallocate it to businesses where that capital can actually generate outsized returns.
Yeah.
That's the logic. If you take Pakistan is a lower profitability business. It really depends, but in general, the rule is correct, which is that if you plot profitability against relative market share, you get a line.
Yeah.
It tells you there's a high correlation. As in any correlation, your little R2 thing, you've got outliers. India is a weird outlier, but a weird and wonderful outlier.
Yeah.
because we sold it for very good money to a good owner. People of our former business are excited for the next stage of their adventure, and we're excited to be able to reinforce our balance sheet and get ready for the next adventure.
Yeah.
Okay.
All right. Yeah. Now we're already talking about, for example, the Pakistan business and the India business.
Yeah.
I have a couple of questions also centered around this theme. If I may.
As long as you don't do the same thing I did, which is talk about 2026.
No, definitely not. Yeah, as I understand it, Akzo Nobel, even though the merger with Axalta is announced, it still has the ability to monetize certain assets, right?
Yes.
Before the completion. Recent examples, as just mentioned, the India business and the Pakistan business, but I believe also some other businesses within the Deco, the China, Northeast Asia position, right?
Certainly not China. China is not something we're considering.
Mm-hmm.
Deco businesses in the rest of Asia. In China, we're number two in retail. We have a strong position.
Yeah.
In the rest of Asia, it's a mixed bag.
Yeah.
We're looking with the same critical eye at those assets. We don't have to do anything, but we are looking at whether it makes sense to do something.
My feeling is probably you will also get high multiples then, I guess, right? Is the market there?
As we say in France, Inshallah.
Yeah. Yeah. Questions around that specifically, because if AkzoNobel is indeed able to sell these businesses at valuation multiples way higher than Akzo's own trading multiple of around 9x EBITDA. Does that not suggest that, let's say, part of the, let's call it hidden value or excess value, may effectively be shared with Axalta shareholders? Because the ownership ratio, 55% over 45%, is already fixed. That was based on the 9x EBITDA multiple of Akzo, so.
I'll stop you by saying this is correct. You may want to know why is this acceptable?
Yeah.
Should I answer that question?
Definitely.
Because if you're an Axalta shareholder, you're looking at this deal and you're saying, the vehicle refinish business, which is the largest and most profitable business at Axalta, is currently at a historical low. The U.S. market's corrected by a bit more than 10%, and the European market corrected by a bit less than 10%. This is due to a temporary value crunch, where insurance premiums went up significantly.
Yeah.
D isposable income got compressed. Essentially, there's a moment where households had to decide what they were going to spend money on. In many cases, they decided to hold off on car repairs, just to not have to absorb the deductible.
Yeah.
What you're seeing currently is the insurance premiums actually return to normal levels.
Mm-hmm.
The average Axalta shareholder will tell you that they believe that business will return to-
Yeah.
... its normative level. Then they ask themselves the question of, "Why am I sharing that value with the Akzo shareholders?" I think the good merger is a merger in which nobody's really fully happy, nobody's really fully unhappy, because we think that we're sharing something with them. They think they're sharing something with us.
Yeah.
Our collective view is that it's actually a balanced trade.
Mm-hmm.
Beyond that balanced trade, we're going to generate together $600 million of synergies plus revenue synergies, and therefore, it's in the interest of not only shareholders but also stakeholders.
Yeah.
I propose that we stick to 2025, because we'll discuss this in the AGM.
Yeah.
Whether it's a good idea or not, it's a good idea.
I already gave such an extensive answer that we can probably move to the next question, right?
Yeah. More or less balances, I get that.
Come on. I answered the question.
I just wanted to make sure that the excess value.
As for the remaining of the meeting, I would like to stick to 2025.
The merger was announced in 2025, right? These questions are quite valid.
I answered the question.
There were also.
Not sure if the-
People born in 2025. We can't talk about their future either. We don't know. Yeah.
It's not necessarily the future, but all right. Thank you.
Yeah. Thank you. You have a question, please.
Thank you very much. My name is Schroeder. I'm a private investor. I have one question. The defense sector offers a lot of opportunities, regarding, for example, the German market and U.S., et cetera. Has AkzoNobel a large stake in this sector? And is the company actively working to have a bigger market share in this niche? As it is quite a nice opportunity, especially after the merger. Thank you.
Yeah. Thank you. Greg?
We're present in this sector. We have a reasonable exposure, but not a very consistent exposure. We're strong with navies. We're strong with the Navy, with the Coast Guard. We are historically weak, despite being a leader in aerospace coatings, we're historically weak in coatings for aerospace defense. Said in a simpler manner, we're very good at coating navy ships, but we have an under-representation in military airplanes. The opportunity for us is to use our strength in the civil aviation business to progressively become a bigger player in the military aviation business. But that takes a lot of time because these decisions are made at the beginning of a program, the Eurofighter or the F-35. They don't decide to change the paint along the way. The armies of this world, or the defense companies of this world, select somebody at the onset of the program.
Therefore, between the moment when you decide to reinforce that position and the moment where it's visible in the numbers, there's this five, six, seven years. We're working on it, but with a good position in naval, and a weaker position in defense aviation.
Okay. May I have a second question about this item? Because you mentioned the naval opportunities, but even if there are today more drones, there's also a big opportunity for on the land, cars, tanks, et cetera, to paint.
Yes.
I presume that you paint them.
We're active in all these areas, but once again, with a historical under-representation in anything that's not navy. Therefore, an opportunity to grow in these other areas, as you rightly said.
Okay, thank you.
Thank you.
I saw a question in the back. Yes, please.
Good afternoon. My name is Kees Gootjes. I am the director, but also the only employee of De Nieuwe Beurskoers. So I'm not just part. We are an association of faith-based investors, Christian Dutch investors, and those are not private investors, but those are Christian institutions, churches on both Protestant as well as Catholic side. I could make a joke about that your paint probably paints a lot of church buildings, but in addition to being clients and consumers, our members are also fairly heavily invested in AkzoNobel, we discovered. It's important for us to be here, and I'm assuming one of the reasons they are invested in AkzoNobel and have been historically so, is because of the sustainability performance historically that AkzoNobel has shown.
I don't want to wax too philosophical or wax poetic, but back in the day when I worked at the VBDO, AkzoNobel was one of the companies that was always scored very high on the different benchmarks. I'm assuming that's part of the reason why our investors are invested in AkzoNobel. Recently, you were the first company in the Netherlands to reduce ESG-driven metrics for executive compensation. We've seen a number of Dutch publicly-traded companies sort of follow your lead this year as well. In the proposed merger statement, or in the merger agreement, we don't see the word sustainability come back that often. Of course, it's less about a word, but more about actions and policy.
My question is, how can you reassure us as faith-based investors that sustainability will remain a core priority, given that you're being an N.V. here, but you will be working with an American company? Can you maybe provide a bit of insight into the role sustainability played in these merger discussions, because we're looking back on 2025?
Sure. Greg?
Thank you. We do hope that our paint is on a lot of your churches, because it protects edifices and objects forever, so it's a good fit. We are the market leader in sustainability, and certainly in the paints and coatings industry. You don't have to believe us, all you have to do is look at the various rating agencies, MSCI, EcoVadis.
Sustainability.
On just about any rating out there, you'll find us well ahead of anybody else. The last thing that we do is to abandon these principles for the sake of a merger. Yes, sustainability is a big part of what we're going to do with Axalta. You're right to say that American companies are less focused on this generally, and it's certainly less present in their remuneration metrics. It doesn't mean that this is opening the door for us not to care about sustainability. On the contrary, we've invested too much time and effort to not continue leading the pack. It does mean that this is an opportunity as a combined company to take that to the next level. We're not stepping back in our ambitions in any way, we're actually doubling down.
Now, to your point of our reducing the weight of ESG in our remuneration metrics, we were probably too far ahead. I think we'd gotten to the point where it was 34% of LTI was with ESG. In a world where investors are skeptical about anything that is not fully audited and science-based, you get to a certain level where you start getting pushback about you're actually shifting your remuneration from things that I can measure to things that are measured, but are measured in a frame that's still evolving. As you saw, we've stepped up in our sustainability reporting. We're also ahead of our obligations at this point, and we've aligned our remuneration metrics. We've kept ESG, of course, but we've set it at a level that, talking to our investors, everybody was comfortable with and didn't raise questions as to our commitment.
We hope it was understood that way. That's what we were trying to do. Once again, the merger is an opportunity to also bring those innovations, that knowledge as to how to make a coatings company more sustainable, also bring that to the Axalta portfolio, and that's exciting.
I think that's very encouraging to hear because you will be, as I think ESG investors and also companies that continue to focus on sustainability, you're facing significant headwinds. Let's just say a few years ago, it was a lot easier to present about ESG and potential links with the Dow Jones Sustainability Index or whatever, but you're facing some significant headwinds there. Again, as faith-based investors who care not just about key metrics, but also something a little bit higher, then we would encourage you to continue on this path with sustainability and make sure that care for the people and also the planet is continued in there, and we look forward to following you.
If you're moving on to not a Dutch stock exchange, but American stock exchange, luckily, we have a U.S.-based sister organization that I'm meeting with the director after this, so we will gladly pass them onto you and continue the dialogue with them. Thank you for this opportunity.
Thank you. We look forward to it, and once again, our ambitions hasn't changed. I've been here for three and a half years, my first AGM, I think they were 90%-98% of the questions were on sustainability, and nobody cared about the numbers. I think the world is rebalanced in the sense that I'm not encouraging you guys to ask 98% of the questions on sustainability because I think there's a balance, but you haven't seen us waver in our ambition and in our drive to improve our sustainability metrics. These things come and go. Right now, sustainability is less of a focus for investors. It's not less of a focus for Akzo.
Okay.
Great to hear.
Thank you. Any more questions? No. Oh, one more question over there. Yeah. VEB.
By the way, our Head of Sustainability is sitting in the front row, so you can grab him right afterwards. Wijnand, you should wave your hand, Wijnand. All right.
Yes. Pim Postma again from the VEB. I have a few questions about the announcement of the Axalta deal, so these are definitely 25 questions. First, what stood out to us is that the market actually shown very little reaction to the, let's say, value of the announced synergies, right? It was also on the slides just yet. The company talks about $600 million in annual cost synergies, which would normally imply several billions of value creation, right? Yet, on balance, the combined market value of AkzoNobel and Axalta barely moved following the announcement. That was surprising to us. How does AkzoNobel view this initial vote or disbelief, let's say it, in the value creation potential of both companies? Second, AkzoNobel also mentioned something about expected revenue synergies of 1%-2%, if I recall correctly.
Can the company say something about when they can say a little bit more about these specific synergies?
Yeah.
On a completely other topic, which is the foreign exchange headwind, which, well, I actually went to the office, and I calculated it back over the last decade or so. It's like 2.5% drag on the revenue growth on average per year. It's quite significant foreign exchange headwind. My question is, what is Akzo actually doing to reduce or mitigate this foreign exchange exposure? For example, does the company see more scope to rely more on foreign exchange hedges, for example, or natural hedges, something like that? Thank you.
I got to start giving shorter answers. I'd say for the Forex drag, maybe start reporting in dollars. Because it's all translation, so it's because we report in euros. It's not transactional. It's translation. The other questions were?
Stock price development.
Oh, the stock price. Why didn't investors reflect their enthusiasm?
Yeah, we were quite surprised indeed.
For the merger in the share price?
Yeah. We didn't show any.
It's really interesting. You'd want to have immediate gratification of you announce something that creates value and it's reflected in your share price. The reality is that given the way regulatory approvals work in the current environment, between the moment you announce and the moment you close the deal, it's 12-18 months. What you're seeing increasingly in these transactions that are announced is that the share price doesn't move, and it doesn't move until investors feel that either you've put a lot more meat on the bone and they feel that this is immediate and it's time to position yourself, or they feel either that the merger is very likely to happen or very likely not to happen. We're still a few months away from a shareholder vote. We're still a few months away from regulatory approval. Closing earliest is at the end of the year.
In a market that has a lot of uncertainty, investors are not finding it urgent to position themselves on something on which they have time. I sound like I know what I'm talking about. We spent a lot of time analyzing it with our advisory.
You should tell us, actually.
It seems to be the case.
This is the wrong way around.
Yeah.
Yes. Also curious about.
You represent shareholders. You tell us what happened.
We want to move to the next question.
Yeah.
I'm just curious what you see trying to
I honestly don't understand the question from you.
To reconcile this entire, because also that might give a feel that the market does not believe or whether there's some, let's say, discomfort with this proposal and.
Again, you tell us. You represent shareholders.
That's true, but what do you see as the biggest risk of this deal not coming through?
We strongly believe in a deal, obviously. We accept it.
What do you see as the biggest risk of the deal not coming through, reconciled from this specific market reaction?
There's very good shareholder support. We spend a lot of time talking to shareholders. We track how they feel about the transaction and what they intend to vote. We feel that from all the information that we have, we have good support on both sides, because shareholders on both sides will be voting. Once again, closing is end of the year. It's in a market where you have Iran, you don't know what's going to happen next week. A lot of investors are sort of sitting on their hands and waiting for the dust to settle.
Yeah.
Okay.
No signs of, let's say, disbelief.
No.
Let's say, these votes from investor.
We'll see at the AGM, but so far not.
Yeah, definitely.
Again, I think we should not talk too long about the merger. We're going to, in the middle of the year, have a lot of time to talk about all the questions on this topic.
See you then.
Thank you. Yeah, I'll proceed to agenda item 3A, which concerns the adoption of the financial statements of the year 2025. Dennis van Ameijden, representing our external auditor for that financial year of PricewaterhouseCoopers Accountants N.V., is present here today to answer any of your questions, except they will be guided through us because not all questions are for the accountant, obviously. Dennis, can I ask you to comment on the controls performed by PwC during this financial year?
Thank you. Good afternoon, shareholders. My name is Dennis van Ameijden, and I'm an audit partner with PricewaterhouseCoopers Accountants N.V. Today, I will briefly touch or outline on our 2025 assurance work for AkzoNobel, covering both our audit of the financial statements and our Limited Assurance procedures conducted on the company's sustainability statements. Over the year, we engaged with AkzoNobel's management and the Supervisory Board to define our audit scope, identify and assess risks, and review the results as a result of our audit in a constructive manner. On February 23, 2026, we completed our assurance work, and I personally signed our unqualified audit and Limited Assurance Report confirming that the financial statements are fairly stated and that the sustainability statements comply with the European Sustainability Reporting Standards and EU taxonomy requirements.
We also confirmed that the Board of Management report is consistent with our findings of the audit and that we did not identify any material fraud. First, let's discuss the audit of the financial statements. In an audit, 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. It goes without saying that I do not do this work just by myself. I have a central audit team at the group level, and there are audit teams in the 18 countries within our scope. We also involved experts in the areas of pensions, share-based compensation, forensics, and valuations, as well as specialists in the areas of tax, IT, and treasury, all from PwC.
A large part of the work by my central team relates to the supervision and review of these foreign teams and specialists and experts, including performing site visits to meet with local management and local teams. Together, we spent roughly 80,000 hours covering our group audit of 45 components. For the components that are not in our scope, we performed procedures to corroborate our assessment that there were no significant risk of material misstatement within those components. For more details on the procedures that we have performed, I refer to our audit report, which is in the annual report on page 212 onwards. Let's move to the Key Audit Matters or KAMs. These are those matters that, in our professional judgment, were of most significance in the audit of the financial statements.
In determining which audit matters are considered key and thus require inclusion in our opinion, we assess the business context of AkzoNobel, the significant transactions in 2025, our significant audit risks, and areas that inherently involve key accounting estimates and judgments, and other matters that we generally report to management and the Supervisory Board of AkzoNobel. In our 2025 audit report, you will find four Key Audit Matters in line with our 2024 audit. The valuation of defined benefit obligations and the recoverability of deferred tax assets remain key in 2025, mainly because of their magnitude and the complex process and judgments underlying the valuations. In both these areas, we engage specialists and experts and specifically analyze the assumptions made, like discount and inflation rates, salary developments, mortality assumptions, as well as future taxable profits.
Compared to our 2024 auditor's report, we have added the recognition, measurement, and disclosure of the provision and contingent liability related to Project Ichthys and the valuation of goodwill and brands with indefinite useful lives for the Decorative Paints China and North Asia business unit as a key audit matter. The inclusion of the claims associated with Project Ichthys as a CAM was driven by 2025 developments in the court case and the impact it had on management judgment applied in context of the recognition or not for the individual elements of the claims.
The inclusion of the valuation of goodwill and brands with indefinite useful life for the Decorative Paints China and North Asia business unit as a CAM was, among others, driven by the inherent complexity of the impairment testing process, which requires significant management judgment, the historical revenue trends for the business units in recent years, and the implications of the transition to a new, more centralized organizational structure for the global Decorative Paint business and the impairment testing model for the business unit. More details on our audit procedures conducted for these four Key Audit Matters and our observations thereto can be found in our long-form audit report. Let's move on to our second report covering the Limited Assurance on the sustainability statements included in the annual report.
As both management's reporting and the associated auditor assurance is not mandatory yet by this law, our assurance engagement qualifies as a voluntary assurance engagement. Our work relating to the sustainability statements is performed centrally in the Netherlands, combined with site visits, in line with how management structure is set. The procedures consist mainly of performing inquiries, reconciliations, analytical procedures, and in some cases, sample testing in a limited number of items. Accordingly, the level of assurance obtained is therefore substantially lower than in an audit. Obviously, the DMA process is an important process for the management of the company. We have reviewed AkzoNobel's double materiality assessment update process, which leads to the material impacts, risk, and 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, disclosures, and other decisions made with regard to the DMA process and scoping. For further details, I refer to our Limited Assurance Reports from page 224 onwards in the annual report. Now, normally, I close out with a looking ahead statement to the 2026 audit. However, 2025 is the final year of PwC auditing AkzoNobel N.V. We have worked closely with EY as successor auditors, ensuring a smooth transition to them for the 2026 audit. We value our relationship with you as shareholders and on behalf of PwC, I thank you for your attention and thank you for your trust. With that, I hand back to Ben for potential further questions.
Thank you, Dennis. As noted at the start of the meeting, you may cast your votes on all voting items during the entire meeting. Are there any questions on the 2025 financials, please?
Yes. Thank you. Pim Postma again from the VEB. Actually, some questions for the auditor, because there are two new Key Audit Matters this year, right?
Correct.
The first one on the goodwill and brand name impairment test for the Decorative Paints China and North Asia. Actually two questions on that topic. Because I understand that the valuation model has changed compared with the previous model used. What exactly has changed in the valuation model and why? And the second question is, did the auditor also assess whether both models would have led to the same valuation outcome, so the same valuation conclusion? Simply introducing a new model should obviously in itself not lead to a different valuation or outcome from your side.
Yes.
Just curious.
Yeah. For the first question on the valuation model, the change in the model was solely derived from the fact that now the Deco business is managed from a central global perspective. These changes took effect in 2025, and that sort of derives how you allocate the central brand, the Dulux brand, to the individual business units in the model. That change was audited by us. As a second thing, and as good practice, management conducted the impairment test first under the old model before switching to the new model.
Mm-hmm.
We have audited both models and have the same outcome in terms of that there is no impairment for the business unit.
All right. Thank you. Some questions on, sorry if I pronounce it this correctly, but Project Ichthys.
Ichthys. Sure.
Is it correct?
We know what you mean.
The Australian project, right? Some questions around that, I think more towards the board. First, how does the board assess the risk that other claims could follow as well? I believe we're talking about nearly EUR 3 billion claim, for which a EUR 300 million provision has been taken in the third quarter of last year. Has AkzoNobel carried out more projects in Australia of this nature or elsewhere in the world? Does it see any risk there? And second-
You have a funny way of counting questions. I have one question.
I heard you say at the start.
Three questions. I have one more question.
You could have two questions. I thought that's way too limited for my preparation.
I'm glad to know.
Had to be a little bit creative there, right? Question 1.1. No, my second question is. I'm also interested in how this matter has been taken into account in the discussions with the Axalta merger. Because my understanding from the annual report is that the timing of the judgment is still uncertain, but AkzoNobel does not expect a ruling before 2027. Yeah, that would most likely mean that this case is still ongoing at the time that Axalta shareholders will need to vote for the deal.
Akzo shareholders.
Akzo shareholders as well. What if the eventual claim, for example, would become materially larger? Would that not represent a significant risk to this transaction at all? Well, after all, we're talking about EUR 3 billion. I think it's a third of AkzoNobel's market valuation. That's quite significant. I'm just curious how that was being treated in the merger discussions. Then question 2.1, I also understand that AkzoNobel has an insurance of EUR 500 million, right? The insurance coverage for this matter. Is the company also considering to increase that coverage towards, let's say, the full EUR 3 billion in order to safeguard deal certainty?
If you are an insurance company, it would be a strange question. Let's continue.
I've been to London, and I've heard that they insure everything out there.
Yeah. I have a damage, and now you insure me.
Yeah. I don't know. If your house burns down and you call the insurance and then you ask them to increase the insurance. On the insurance, the maximum coverage is EUR 500 million, so that is pretty straightforward. On the other projects, of course, we did an assessment on other projects. That's not the case, else we would have, of course, disclosed that. I would say this specific case in Australia is really a very unique case, but I cannot give further details. Then you had another question on the Axalta merger. Of course, Axalta on their side have made their assessment on this case.
All right.
These are the simple answers.
Yeah. Okay. Thank you.
Thank you. Any more questions on this agenda item? No. Dennis, thank you.
Thank you.
Thank you.
Thanks.
We'll now continue with item 3B, the 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. The final dividend of EUR 1.54 per share is proposed, which together with the interim dividend of EUR 0.44, would equal to a total of EUR 1.98 per share in 2025, similar to the amount paid as dividend in 2024. Our CFO, Maarten de Vries, will now answer any of your questions relating to this agenda item. Any questions on EUR 1.98? No. Thank you. We move on to agenda item 3C, the profit allocation and adoption of the dividend proposal. As explained, for the financial year 2025, a dividend of EUR 1.98 per common share of EUR 0.50 is proposed. In November, an interim dividend of EUR 0.44 was declared and paid. Sorry, I should have said financial year 2024, EUR 1.98.
Upon adoption of the resolution, the remaining final dividend will be paid in cash on May 7th of this year, under the terms published by AkzoNobel. The Supervisory Board recommends adoption of this proposal of the final dividend for this year. Are there any questions? I guess if there were none on the former, there's none either. Okay, thank you. Again, you can vote all the time. Agenda item 3D, the Remuneration Report 2025. I will now hand over to the Chair of the Remuneration Committee, Wouter Kolk, for a short presentation of the Remuneration Report, which is submitted to an advisory vote. Wouter, could you please take us through the Remuneration Report 2025?
Thank you, Ben. I will. I'm pleased to be here to address you today, the 2025 remuneration outcomes for the CEO and the CFO, as they are determined in accordance to the remuneration policy for the Board of Management, as approved last year by the AGM. Following performance assessments conducted by the Remuneration Committee, we've conducted this report. As you can see, the first slide summarizes the main remuneration elements for the Board of Management. 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 later on. The Board of Management did not receive a salary increase in 2025. The salary for the CEO remained at EUR 1,290,000, as last received per January 1, 2024. The salary of the CFO remained at a level of EUR 830,000, as last adjusted in May 2023.
Moving on to the performance-related components of the remuneration package that incentivizes the achievement of the stretching financial and strategic targets which are assessed over a one-year and a three-year period respectively. The slide now shown outlines the details of the 2025 performance against the targets of the short-term incentive plan, in short, the STI. The STI bonuses are based on company financial performance alongside individual contributions, which we measure over a year. The achievement on the STI metrics, adjusted OPI, and Free Cash Flow, was slightly below target for the adjusted OPI and above target for the Free Cash Flow. The non-financial objectives for the Board of Management were evaluated above target, resulting in an overall above-target payout for 2025 of a ratio of 115.6% of the salary for Mr. Poux-Guillaume, and a level of 92.5% for the salary of Mr. de Vries.
As explained in the remuneration report, personal objectives in 2025 focused on organizational efficiency, industrial excellence, portfolio management, and people. To enhance the efficiency of its functions, the company is simplifying operations, accelerating decision-making, and streamlining the organizational management structure. The company Industrial Excellence program aims to reduce complexity, improve capacity utilization, and modernize our manufacturing footprint. This program also includes making targeted investments, such as the recently launched upgrade to our largest aerospace coating manufacturing facility in Waukegan in the U.S., and the upgrade of our site in Montataire in France on OTIF. On-time in-full remains stable at 89%. The third objective, called portfolio management, was to invest in market leadership positions and recycle capital to prioritize those areas.
The company sold its stake in Akzo Nobel India Limited, and in November 2025, AkzoNobel and Axalta agreed to combine in an all-stock merger, which will create a premier global coatings company. The people objective was measured on employee engagement. In a year marked by economic challenges and tough cost-cutting decisions, the number of employees who are very positive about AkzoNobel increased, and the employees' net promoter score is well above the benchmark. 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 2023 LTI plan in 2025 was based on performance metrics Adjusted EBITDA for 40%, ROI 20%, revenue growth 20%, and ESG 20%. The Supervisory Board set stretching targets with the threshold for Adjusted EBITDA at a level of EUR 900 million and at the maximum of EUR 1.65 billion.
The threshold for ROI was set at a base of 8% and to a maximum of 16%. Both Adjusted EBITDA and ROI performance were above target in 2025. The corresponding vesting percentages for these specific parts for the LTI are 131% for the Adjusted EBITDA and 108% for ROI. Revenue growth as a weighted average is compared with a defined industry peer group. Organic growth rates to calculate the performance take into consideration price, mix, volume, and growth, and they exclude the effects of the exchange rates. The Supervisory Board set the threshold for revenue growth at a level of -8% to a maximum of 2%. With a revenue growth of 0.55% compared to market, the realization of this metric was 114%. The ESG targets consist 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 130% vesting on this metric. The performance on total waste and on renewable electricity was above the maximum with 75% and a 69% respectively, resulting in 150% vesting percentage on these metrics. In total, this resulted in a vesting percentage of 129.82%. This includes a 9.72% dividend yield and results in a total of 45,573 shares vesting for Mr. Poux-Guillaume and 20,916 shares vesting for Mr. de Vries. The company provided conditional shares to the Board of Management in 2025. These shares will only be released to them in 2027 if the plan three-year targets on Adjusted EBITDA, ROI, and ESG are achieved and will also be subject further to a two-year holding period.
To Mr. Poux-Guillaume, 46,137 shares were conditionally granted, and 22,264 shares were conditionally granted to Mr. de Vries. Mr. de Vries was eligible for 1,338 matching shares on the 2022 series. As Mr. Poux-Guillaume joined the company in 2022, no matching shares have been received by him. In 2025, Mr. Poux-Guillaume and Mr. de Vries both invested 50% of their net STI payment over 2024 under the share matching plan. This resulted in 1,928 potential matching shares for Mr. de Vries and 4,276 potential matching shares for Mr. Poux-Guillaume. To conclude this item, the remuneration of the Supervisory Board members 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 are reviewed by the audit committee.
Implementation of the remuneration policy for the Supervisory Board in 2025 resulted in the payout as shown on this slide. I would like to end by thanking you and back to Ben.
Yeah. Thank you, Wouter. Questions on the remuneration report, please. Yeah, sorry, you have to go to the microphone because there's also people on the internet.
Well, I have one question. I just saw that your board has 10 people. Is that correct?
No.
No.
How many are in the board and in the?
No. The people that left last year are still mentioned in the annual report. That might be the confusion.
Okay. When I look, how many are there now in it?
Eight. one, two, three.
Seven.
Seven. Yeah. Almost eight.
Okay. No, I understand it because I counted more, but.
Yeah.
They have left, and I thought, "Where are they?" because then it wouldn't be a good representation.
Yeah, they left.
Thank you.
Yeah. Thank you.
Perfect.
Okay. Yeah. VEB, please. We don't know about Axalta's remuneration.
Not necessarily a question, but more something which stood out to me. Because on the non-financial side of the STI, there seems to be a whole range of different indicators used, and, yeah, for shareholders, including myself, this makes it far from transparent what management is actually being assessed on and which targets applied. Just wanted to make this point. It was very unclear.
Okay. Thank you. That's for sure not the intent. We'll see if we can clarify it. We did our utmost, but should do better.
Yeah.
Thank you. Yeah. Cesar? Okay. Next item, agenda item 4A, the discharge from liability of the members of the Board of Management in office in 2025 for the performance of their duties in that year. Agenda item 4B, the discharge from liability of the members of the Supervisory Board in office in 2025 for the performance of their duties in that year. Any questions on these agenda items? No. Thank you. Agenda item five, reappointment of Mr. de Vries and adoption of a supplement to the remuneration policy in line with this reappointment. AkzoNobel is going through an exceptional time as it prepares for the announced all-stock merger of equals with Axalta Coating Systems Limited. to create a premier, actually the biggest, the number one global coatings company in the world.
As described in the remuneration report, it is essential that AkzoNobel maintains strong and stable leadership in its financial operations as it prepares for this proposed merger. In that respect, as announced on December 19, 2025, the Supervisory Board asked Mr. de Vries to extend his tenure despite his planned and announced retirement from AkzoNobel. Mr. de Vries' expertise, proven leadership, and intimate knowledge of AkzoNobel's operations are critical to ensure a successful execution of our strategic objectives. Accordingly, the Supervisory Board considers securing and retaining Mr. de Vries during this critical period essential and highly valuable to the company and its stakeholders, I should add. In light thereof, today's agenda concerns the reappointment of our CFO, Maarten de Vries, as member of the Board of Management. A short résumé, as well as a summary of the main elements of his contract, are published on our website.
The holders of the priority shares resolved not to make use of their binding nomination right. We are delighted that Mr. de Vries has agreed to the Supervisory Board's explicit request to remain in his role to support the proposed merger with Axalta, and he is therefore proposed to be reappointed for a term ending at the earliest of the end of the AGM of the company to be held in 2027, or when that's earlier, at the moment of completion of the merger. Next item, B, regarding the adoption of a supplement to the remuneration policy for the Board of Management in respect of Maarten de Vries. Wouter, could you please take us through the proposed supplement?
Yes. I will explain a little bit more this topic. The supplement serves to grant Mr. de Vries a one-time cash retention payment of EUR 750,000 in addition to the remuneration he is entitled according to the remuneration policy. The supplement will apply to Mr. de Vries only and does not serve to restrict the remuneration policy or any remuneration and benefit options available under the remuneration policy. This resolution is subject to the adoption of this agenda point 5A, of course. The decision to grant a one-time cash retention payment of EUR 750,000 to Mr. de Vries, in addition to his regular remuneration, must be understood with the exceptional circumstances the company faced at the end of 2025. In July, as you remember, the Supervisory Board had already announced the planned transition to a new CFO effective on the 1st of January 2026.
However, in November 25, the company entered into a merger of equals with Axalta, fundamentally transforming the company's strategic agenda. This presented a quite unique challenge to the organization, while we were preparing for a change in financial leadership, while simultaneously embarking on one of the most complex transactions in its history. Recognizing the heightened execution risk, the Supervisory Board reassessed the situation and concluded that the successful execution of a cross-border merger of this scale demanded deep institutional knowledge, immediate execution capability, and credibility with the stakeholders. Replacing the CFO at such a pivotal moment would have increased transaction risk, slowed down decision-making, and potentially diminished financial leadership at a time when it was most critical.
Retaining Mr. de Vries and requesting him to postpone his retirement was therefore considered the most prudent course of action, offering the highest probability of success and lowers the risk for all parties involved. The retention bonus is not the result of negotiating leverage or means to enrich Mr. de Vries' remuneration package. He did not seek an increase in base salary, changes in his contractual terms, or additional discretionary awards. His only request was for a retention incentive in line with standard executive treatment in these major transactions. The Supervisory Board ensured that arrangement aligns with market practices, is strictly limited to the extension period, and is conditioned on Mr. de Vries' continued service and active involvement in the transaction. Additionally, the incentive is explicitly tied to this exceptional situation, ensuring that it does not set a precedent for future cases.
The Supervisory Board firmly believes that this retention measure is in the best interest for shareholders, and it is targeted, proportionate, and according to the Corporate Governance Code. By securing critical leadership, it ensures continuity in financial management, stability during a pivotal transformation, and maximizes the probability of a successful value creation and long-term shareholder protection. Back to you, Ben.
Thank you, Wouter. Any questions on this topic? Very well.
Yes. Thank you, Chair. Just wanted to make a statement first, because from the VEB perspective, the retention payment is undesirable. We know that Mr. de Vries would, after his extended period of one year, will anyhow be entitled to a severance payment of one time his base salary, as well as a target level settlement under the long-term incentive plan. Taken together, that makes this proposal difficult to reconcile with the principle of pay for performance. It has significant upside but practically no risk. In addition, Mr. de Vries has chosen to be nominated to the Supervisory Board of Wolters Kluwer, and in our view, that also weakens the company's arguments that this payment is justified by an expected increase in workloads in preparation of the merger.
Taken together, this proposal is, in our view, not in line with reasonable pay performance remuneration policies, and we do appreciate that AkzoNobel took the time to engage with us ahead of this meeting. However, we remain of the view I just outlined. We will therefore vote against this proposal, but we still would like to ask two questions. The first one is actually directed to Mr. de Vries himself. Well, what happens if this proposal is voted down? Is that a deal breaker for you? The second question, what plan does the Supervisory Board have in place if Mr. de Vries decided not to continue in the event that this proposal is rejected?
Yeah.
It's important to know for shareholders before voting.
To be honest, that's a fair question to ask, because it's not the case. This is what we have agreed upon. If it will be voted down, then we have to come up with an alternative or a solution to the fact that it's being voted down. We always are looking at your other question at succession planning. We do have talented people in the company that could potentially maybe rise to the occasion and become CFO. Again, it's not on the table today. We look at that for all functions and not just for the CFO.
Can you imagine that it's, for shareholders, quite important to know if this is a deal breaker, yes or no, before voting?
I know the voting has to a large extent been done. We have to cope with the fact if it's being voted down. We didn't get that question on any of the other topics. Yeah. We'll see what happens.
Right.
We'll come up with an answer if that's.
Mr. de Vries, for you, it's not a deal breaker necessarily.
I'm sorry. I just said I think it's an unfair question to Mr. de Vries himself. We proposed it to him. He didn't ask for it. I think we are here the other party, not Mr. de Vries.
All right.
Thank you for your point of view.
Thank you.
Yeah.
Ben?
Yeah. More questions? Yeah, please.
Thank you very much. Martine Kruitbos from MN. I think we share similar concerns as those that were just raised by VEB. I have two questions on this topic as well, just to emphasize that this is an important topic for us as well. Let me start by saying that we recognize that the transaction involves a demanding process and that continuity in the CFO role is very valuable. However, we remain concerned about the necessity and proportionality of awarding a discretionary retention payment on top of an already comprehensive remuneration package. This results in a stacking of largely guaranteed remuneration elements, which in our opinion appears disproportionate, weakens pay for performance alignment, and risks setting an undesirable precedent for transaction-related remuneration in the Dutch market. My two questions are, could the Supervisory Board explain why the existing remuneration arrangements were deemed insufficient to ensure continuity?
How the cumulative effect of the retention award, LTI treatment, and severance provisions remains aligned with long-term shareholder interests, and how the governance and market precedent implications of this decision have been assessed? In addition, it is my understanding that amendments to the remuneration policy require a qualified majority. Given the publicly disclosed voting intentions of several major institutional shareholders opposing this proposal, could the Supervisory Board confirm the applicable voting threshold and perhaps elaborate a bit more on how you assess the level of shareholder support at this point of time?
Yeah, Wouter.
Yeah. Thank you for your questions.
All the questions.
Maybe a couple of comments. Of course, we have discussed this also with some other larger shareholders. We have benchmarked this and explained the exceptional situation. Of course, we have to wait for the votes. We do know that explaining the unique situation of entering a new CFO in a company that he doesn't know and basically having the ability of Maarten to stay, also to do all the work, not only preparing for a merger, but also for a listing in the U.S. Every shareholder basically that I spoke to personally really understood the importance of retaining the CFO, and therefore we always look at retention at one point and performance at the others. We've benchmarked also the amount which they deemed fair and as a good practice. We did the consults, and we will wait for the votes.
Thank you. Could you perhaps also elaborate on that part of the precedent this might set?
No, as I said in my speech, this will not, and we will not amend the code. If we want to amend the code, we will have to come back to the shareholders. That's what we're not proposing here.
Okay.
We're proposing this as an exception.
Thank you for elaborating.
The threshold, you asked? Yeah.
Yeah. The threshold is the 75%.
Yeah.
Yes.
Okay. Got you now.
Of course, we will stick to the threshold. Yes.
Thank you for confirming.
Yeah.
Thank you.
Any more questions on this? No. Thank you. Now we move on to agenda point 6A and 6B and then 6C. It concerns the reappointment of Mrs. Ester Baiget and Mr. Hans Van Bylen, who both are attending today's meeting. The Supervisory Board is delighted that Ester and Hans confirmed that they are available for the reappointment of a second term. Both Ester and Hans provide a positive contribution to the Supervisory Board for AkzoNobel, which the Supervisory Board would like to see continued. Their resumes have been published on our website upon the convocation of this general meeting. The next item agenda concerns the appointment of Mr. Robert Schuchna, who is also attending today's meeting. Robert represents Cevian Capital, who holds over 10% of the company's share capital.
AkzoNobel welcomes the support of Cevian Capital and see their commitment to investing in the company as confirmation that there's significant value to be realized. I get emotional here. Robert's resume was published on our website upon the convocation of this general meeting. Robert, could you please introduce yourself?
Thank you, Ben, and hello all together. Maybe a few words on myself. My name is Robert Schuchna. I'm a partner at Cevian Capital, as Ben has said. Cevian Capital is AkzoNobel's largest shareholder, and we're a long-term, long-only shareholder. Typical investment span is actually five, seven years plus, so really long-term in the markets. My background is in finance and investments, and I've been covering for Cevian different investment in industry companies, including ABB, Rexel, and Bilfinger. I'm also serving on the board of two of these companies. One of them is Bilfinger, which we exited actually last year after 11 years. I've been on the board for six years, and I will step down from this appointment in May. Also on Rexel, where I've been actually just appointed last October, which is a French-based electronics distributor.
I look forward to contributing to the Board of AkzoNobel and advance the company further. Yeah, looking forward.
Thank you, Robert. Are there any questions on either of these three appointments, please? VEB.
Yes. Thank you, Chair again. Pim Postma from the VEB. What stood out to me is that the reappointment of, apologies if I do not pronounce it correctly, Ester Baiget, is being proposed for reappointment for only one year. Could you explain why such short reappointment has been chosen in this case? And my second question is towards Mr. Schuchna. Should shareholders actually see you stepping in as a sign that Cevian Capital wants to be closer to the deal, especially given the strategic importance of AkzoNobel with the proposed transaction with Axalta? And I believe that your intention is also to step down if the merger comes through, right?
You can answer because there's no matter of stepping down.
Okay.
I'll start with that question. We will have a new board at the moment, we would have the new CEO.
Mm-hmm.
Every seat is newly available if you want.
Mm-hmm.
That's why. Esther actually is a very busy person that has a job as a CEO plus some additional responsibilities. We convinced Esther to stay on until the closing because of her history with the company. We think it's very important, as with Maarten, that we keep the knowledge in the company in these difficult and complicated times. We said, "We need you, Esther." She helped us actually by consent in another year stay, or else we would have lost her now. We're grateful to Esther and her availability. That's the reason.
Okay.
It's not that we said she's not good enough, we only want her one year. That's not how it works.
Okay. Thank you.
Thank you. We go to item seven, 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 shares outstanding today, the 23rd of April 2026, and 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 this meeting. Are there any questions on this topic?
It will be a first in my life, but you never know. Agenda item eight includes a proposal concerning the authorization of the Board of Management for a period of 18 months, starting today, or in case of a shorter period, until the day the authorization is again renewed by the general meeting of shareholders 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 a company may hold in its own share capital at any given moment. The maximum number of shares that a company will hold in its own share capital at any time shall not exceed 10% of the issued share capital.
Common shares may be acquired through the stock market or otherwise at a price between par value at the Euronext Amsterdam and the 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 very technical topic? Thank you.
There's a question.
Oh, one question.
There's a question.
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Yeah. We always look at what we do with capital. All the options always pass the agenda, and then we decide accordingly. Thank you. Okay, I now proceed to the final item on the agenda, item nine, 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. Part of your answer. 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 eight.
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. Lot, did we receive any questions on our online voting platform?
No, we did not.
We did not. Thank you. I'll kindly request you to check whether you have submitted your votes on all voting items. We now take one minute for you to check your votes. Might be 50 seconds, you never know. Yeah, okay. I would like the opportunity to say a few words of thanks to Mr. Dennis van Ameijden and his team at PwC. The PwC team have been our external auditor for the last 10 years. On behalf of the entire Supervisory Board and the Board of Management, we thank Dennis and his team for the collaboration and their dedication, which was very pleasant. Thank you. Even if you read, you can't stop thinking, yes. Result of the voting items will now be shown on the screen.
That might take a little bit of time, I was pre-warned. Okay. As you can see in the second column, all agenda items here have been accepted with North Korean percentages. Thank you. Maybe slide two. Here we also have acceptance of all items. 77.5% is above the 75%, so we're happy to see that. Thank you for your votes. I'll ask Charlotte to record the voting results. The voting results will also be published on our website. I hereby close out 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. I thank you for participating and wish you a safe trip back home. Thank you.