Filed Pursuant to Rule 424(b)(3)
Registration No. 333-296290

 

 

 

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Axalta shareholders:

It is our pleasure to invite you to attend a special general meeting (the “Axalta special meeting”) of Axalta Coating Systems Ltd. shareholders, referred to as “members” under Bermuda law, which will be held at 9:00 a.m. (Eastern Time), on August 5, 2026, exclusively via the internet at proxydocs.com/AXTASM.

As previously announced, Axalta Coating Systems Ltd. (“Axalta”) entered into a Merger Agreement with Akzo Nobel N.V. (“AkzoNobel”) on November 18, 2025 (as amended on May 27, 2026, the “merger agreement”), whereby Axalta and AkzoNobel will combine in an all-share merger of equals in accordance with the merger agreement (the “transaction”).

If the transaction is completed, each issued common share of Axalta, par value of $1.00 per share (“Axalta common shares” and the holders of such Axalta common shares, “Axalta shareholders”), other than shares that are owned by Axalta as treasury shares and shares owned by AkzoNobel or any direct or indirect subsidiary of AkzoNobel, will be automatically converted into the right to receive 0.6539 of a duly authorized, validly issued and fully paid common share of AkzoNobel, par value €0.50 per share (“AkzoNobel ordinary shares”). In connection with and prior to completion of the transaction, AkzoNobel will pay a special cash dividend to AkzoNobel ordinary shareholders (the “pre-completion distribution”) equal to €2.5 billion minus the aggregate amount of any regular annual and interim dividends declared by AkzoNobel with record dates in 2026 prior to the record date for the pre-completion distribution. Based on the outstanding share capital of AkzoNobel and the issued share capital of Axalta as of the date of the merger agreement, it is expected that, immediately after completion of the transaction the existing Axalta shareholders will hold approximately 45% of issued and outstanding shares of AkzoNobel (referred to herein as “MergeCo” and, such shares, the “MergeCo ordinary shares,” in each case, following completion of the transaction), on a pro forma basis immediately after completion of the transaction. The transaction will be accomplished through a series of transactions, subject to the terms and conditions of the merger agreement, which are described in more detail in the accompanying proxy statement/prospectus.

The value of the merger consideration will fluctuate with the market value of AkzoNobel ordinary shares until the transaction is completed. Based on the closing price of an AkzoNobel ordinary share on Euronext Amsterdam of €56.64 and the Euro-Dollar exchange rate of 1.159, in each case, on November 17, 2025, the last trading day of the AkzoNobel ordinary shares before the public announcement of the merger agreement, the merger consideration represented, taking into account the pre-completion distribution, approximately $30.25 in implied value per Axalta common share. Based on the closing price of an AkzoNobel ordinary share on Euronext Amsterdam of €59.94 and the Euro-Dollar exchange rate of 1.138, in each case, on June 23, 2026, the last practicable trading day before the date of the accompanying proxy statement/prospectus, the implied value of the merger consideration, taking into account the pre-completion distribution, is approximately $34.36 per share. The Axalta common shares are currently listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “AXTA” and the AkzoNobel ordinary shares are currently listed on Euronext Amsterdam under the trading symbol “AKZA”. As of the effective time of the merger, MergeCo ordinary shares will be listed on the NYSE for trading and will initially remain listed on Euronext Amsterdam. Pursuant to the merger agreement, AkzoNobel undertakes to take all necessary actions to effect the delisting of the MergeCo ordinary shares from Euronext Amsterdam on or as soon as practicable following completion of the transaction, subject to compliance with applicable laws and applicable Euronext Amsterdam regulations. AkzoNobel currently anticipates the delisting will occur approximately 12 months after completion of the transaction.

At the Axalta special meeting, prior to voting on the merger proposal, you will be asked to consider and vote on a proposal to approve and adopt, with immediate effect, the proposed amendment and restatement of the Second Amended and Restated Bye-Laws of Axalta to insert a new bye-law 78 as set forth in the accompanying proxy statement/prospectus, which would require that any resolution proposed at a general meeting to approve the merger or amalgamation of Axalta with any other company be approved by the affirmative vote of a majority of the votes cast by Axalta shareholders that are present (in person or by proxy) and voting at such general meeting and the quorum for such general meeting to be as set forth in bye-law 26 of Axalta’s Second Amended and Restated Bye-Laws (the “bye-law amendment”) (such proposal, the “bye-laws proposal”).

You will then be asked to consider and vote on a proposal to approve and adopt the merger agreement, the statutory merger agreement to be entered into by and among Axalta, AkzoNobel and an exempted company to be incorporated under the laws of Bermuda that is wholly-owned by AkzoNobel (“Merger Sub 2”) (the “second Bermuda statutory merger agreement”), the statutory merger agreement to be entered into by and among Axalta, AkzoNobel and an exempted company to be incorporated under the laws of Bermuda that is wholly-owned by Merger Sub 2 (“Merger Sub”) (the “Bermuda statutory merger agreement” and, together with the second Bermuda statutory merger agreement, the “Bermuda statutory merger agreements”), and the consummation of the transactions contemplated therein, including the combination of the respective businesses of Axalta and AkzoNobel in accordance with the merger agreement (the “merger”) (such proposal, the “merger proposal”).

You will also be asked to consider and vote on (i) a proposal to approve, by a nonbinding advisory vote, certain compensation that may be paid or become payable to named executive officers of Axalta in connection with the merger (such proposal, the “advisory compensation proposal”) and (ii) a proposal to approve the adjournment of the Axalta special meeting by the Axalta Board, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Axalta special meeting to approve the merger proposal (such proposal, the “adjournment proposal”).

You are entitled to notice of, and to vote at, the Axalta special meeting and any adjournment or postponement thereof only if you were a holder of Axalta common shares as of the close of business on June 11, 2026, the record date for the Axalta special meeting, or hold a valid proxy of such an Axalta shareholder for the Axalta special meeting. To be admitted to the shareholders’ portion of the Axalta special meeting at proxydocs.com/AXTASM, you must enter the 16-digit control number found on your proxy card or voting instruction form.

The Axalta board of directors (the “Axalta Board”) has unanimously approved the merger agreement, the Bermuda statutory merger agreements and the transactions contemplated by the merger agreement, including the transaction, and unanimously recommends that you vote “FOR” the bye-laws proposal, “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF AXALTA COMMON SHARES THAT YOU OWN. The transactions contemplated by the merger agreement, including the merger, cannot be completed without the approval of the merger proposal by (i) if the bye-laws proposal is approved such that the bye-laws as amended and restated in accordance with the bye-laws proposal are adopted, the affirmative vote of a majority of the votes cast by Axalta shareholders of issued Axalta common shares that are present (in person or by proxy) and voting at the Axalta special meeting, or (ii) if the bye-laws proposal is not approved, the affirmative vote of a three-fourths majority of the votes cast by Axalta shareholders of issued Axalta common shares that are present (in person or by proxy) and voting at the Axalta special meeting. Whether or not you expect to attend the Axalta special meeting, to ensure your Axalta common shares are represented and voted at the Axalta special meeting, we urge you to submit a proxy as promptly as possible to have your Axalta common shares voted: (1) through the internet by following the instructions set forth on the enclosed proxy card; (2) by calling the toll-free telephone number shown on the proxy card and following the recorded instructions; or (3) by properly completing, signing and dating the proxy card and sending it back to Axalta in the postage-paid envelope provided (if mailed in the United States). If your Axalta common shares are held in an Axalta

plan or in the name of a broker, bank, nominee or other holder of record, please follow the instructions on the enclosed voting instruction form furnished by the plan trustee or administrator, or such broker, bank, nominee or other holder of record.

The accompanying proxy statement/prospectus provides important information regarding the Axalta special meeting and a detailed description of the merger agreement, the transactions contemplated by the merger agreement, including the transaction, and the matters to be presented at the Axalta special meeting. A copy of the merger agreement is attached as Annex A and Annex B and the form of the Bermuda statutory merger agreement is attached as Annex C to the accompanying proxy statement/prospectus, and Annex A and Annex B are incorporated by reference therein. We urge you to read the accompanying proxy statement/prospectus, including all documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety. Please pay particular attention to the section of this proxy statement/prospectus beginning on page 42 entitled “Risk Factors.”

We hope you join the Axalta special meeting and look forward to the successful completion of the transaction.

 

Sincerely,
By:
Chris Villavarayan
Chief Executive Officer and President Axalta Coating Systems Ltd.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transaction, the adoption of the merger agreement or any of the other transactions described in this document or the accompanying proxy statement/prospectus or passed upon the adequacy or accuracy of the information or disclosure contained in this document or the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated June 24, 2026 and is first being mailed to Axalta shareholders on or about June 24, 2026.

 

 

AXALTA COATING SYSTEMS LTD.

1050 Constitution Avenue

Philadelphia, PA 19112

NOTICE OF SPECIAL GENERAL MEETING OF MEMBERS

TO BE HELD ON AUGUST 5, 2026

To the shareholders of Axalta Coating Systems Ltd.:

A special general meeting (the “Axalta special meeting”) of Axalta Coating Systems Ltd. shareholders, referred to as “members” under Bermuda law (“Axalta shareholders”), will be held at 9:00 a.m. (Eastern Time) on August 5, 2026, exclusively via the internet at proxydocs.com/AXTASM. The Axalta special meeting is being held to consider and vote on the following proposals:

 

•

prior to voting on the merger proposal below, to approve and adopt, with immediate effect, the proposed amendment and restatement of the Second Amended and Restated Bye-Laws of Axalta to provide for approval at a general meeting of any resolution for the merger or amalgamation of Axalta with any other company by the affirmative vote of a majority of the votes cast by Axalta shareholders that are present (in person or by proxy) and voting at such general meeting and the quorum for such general meeting shall be as set forth in bye-law 26 of Axalta’s Second Amended and Restated Bye-Laws (such proposal, the “bye-laws proposal”);

 

•

to approve and adopt the Merger Agreement, dated as of November 18, 2025, as amended by Amendment No. 1 to Merger Agreement dated as of May 27, 2026 (the “merger agreement amendment”), and as it may be further amended from time to time (the “merger agreement”), by and between Axalta Coating Systems Ltd. (“Axalta”) and Akzo Nobel N.V. (“AkzoNobel”), copies of which are attached as Annex A and Annex B to the proxy statement/prospectus accompanying this notice, the statutory merger agreement to be entered into by and among Axalta, AkzoNobel and an exempted company to be incorporated under the laws of Bermuda that is wholly-owned by AkzoNobel (“Merger Sub 2”) (the “second Bermuda statutory merger agreement”) and the statutory merger agreement to be entered into by and among Axalta, AkzoNobel and an exempted company to be incorporated under the laws of Bermuda that is wholly-owned by Merger Sub 2 (“Merger Sub”) (the “Bermuda statutory merger agreement” and, together with the second Bermuda statutory merger agreement, the “Bermuda statutory merger agreements”), a copy of the form of which is attached as Annex C to the proxy statement/prospectus accompanying this notice, and the consummation of the transactions contemplated therein, including the combination of the respective businesses of Axalta and AkzoNobel in accordance with the merger agreement (the “merger”) (such proposal, the “merger proposal”);

 

•

to approve, by a nonbinding advisory vote, certain compensation that may be paid or become payable to named executive officers of Axalta in connection with the merger (such proposal, the “advisory compensation proposal”); and

 

•

to approve the adjournment of the Axalta special meeting by the Axalta Board, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Axalta special meeting to approve the merger proposal (such proposal, the “adjournment proposal”).

Axalta will transact no other business at the Axalta special meeting, except for such business as may properly be brought before the Axalta special meeting or any adjournment or postponement thereof. Please refer

 

i

to the accompanying proxy statement/prospectus for further information with respect to the business to be transacted at the Axalta special meeting. The accompanying proxy statement/prospectus is dated June 24, 2026 and is first being mailed to Axalta shareholders on or about June 24, 2026.

Pursuant to section 106(2)(b)(i) of the Bermuda Companies Act, the Axalta Board considers the fair value for each Axalta common share, with par value of $1.00 per share (“Axalta common shares”), to be $28.18 per Axalta common share (being the closing price per Axalta common share on the New York Stock Exchange on November 17, 2025, the last trading day before the public announcement of the merger agreement). Pursuant to section 106(2)(b)(ii) of the Bermuda Companies Act, any dissenting shareholder of Axalta is entitled to be paid the fair value of their Axalta common shares.

The Axalta board of directors (the “Axalta Board”) has fixed the close of business on June 11, 2026 as the record date for the Axalta special meeting (the “Axalta record date”). Only holders of common shares of Axalta with par value of $1.00 per share (“Axalta common shares”) as of the Axalta record date are entitled to notice of, and to vote at, the Axalta special meeting and any adjournment or postponement thereof. Any Axalta shareholder entitled to attend and vote at the Axalta special meeting is entitled to appoint a proxy to attend and vote on such Axalta shareholder’s behalf. Such proxy need not be an Axalta shareholder. The Axalta record date is earlier than the date of the Axalta special meeting. If you own Axalta common shares on the Axalta record date and transfer your shares after the Axalta record date but prior to the Axalta special meeting, you will retain your right to vote such Axalta common shares at the Axalta special meeting. However, you will have transferred the right to receive the merger consideration to the person to whom you transferred your Axalta common shares.

Your vote is very important regardless of the number of Axalta common shares that you own. The transactions contemplated by the merger agreement, including the merger, cannot be completed without the approval of the merger proposal by (i) if the bye-laws proposal is approved such that the bye-laws as amended and restated in accordance with the bye-laws proposal are adopted, the affirmative vote of a majority of the votes cast by Axalta shareholders of issued Axalta common shares that are present (in person or by proxy) and voting at the Axalta special meeting, or (ii) if the bye-laws proposal is not approved, the affirmative vote of a three-fourths majority of the votes cast by Axalta shareholders of issued Axalta common shares that are present (in person or by proxy) and voting at the Axalta special meeting. Whether or not you expect to attend the Axalta special meeting, to ensure your Axalta common shares are represented and voted at the Axalta special meeting, we urge you to submit a proxy as promptly as possible to have your Axalta common shares voted: (1) through the internet by following the instructions set forth on the enclosed proxy card; (2) by calling the toll-free telephone number shown on the proxy card and following the recorded instructions; or (3) by properly completing, signing and dating the proxy card and sending it back to Axalta in the postage-paid envelope provided (if mailed in the United States). If your Axalta common shares are held in an Axalta plan or in the name of a broker, bank, nominee or other holder of record, please follow the instructions on the enclosed voting instruction form furnished by the plan trustee or administrator, or such broker, bank, nominee or other holder of record.

The Axalta Board has unanimously approved the merger agreement, the Bermuda statutory merger agreements, and the transactions contemplated by the merger agreement, and unanimously recommends that you vote “FOR” the bye-laws proposal, “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

 

By Order of the Axalta Board,
Sincerely,
By:
Alex Tablin-Wolf

Senior Vice President, General Counsel & Corporate Secretary

Philadelphia, PA

June 24, 2026

 

ii

PLEASE VOTE YOUR AXALTA COMMON SHARES PROMPTLY. YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, THE BYE-LAWS PROPOSAL, THE MERGER PROPOSAL, THE ADVISORY COMPENSATION PROPOSAL, THE ADJOURNMENT PROPOSAL OR VOTING YOUR AXALTA COMMON SHARES, PLEASE CONTACT:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders may call toll-free: +1 877 750 0854

Brokers and banks may call collect: +1 212 750 5833

 

iii

ADDITIONAL INFORMATION

Axalta Coating Systems Ltd. (“Axalta”) files annual, quarterly and other reports, proxy statements and other information with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”). This proxy statement/prospectus incorporates by reference important business and financial information about Axalta from documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information.” You can obtain copies of the documents incorporated by reference into this proxy statement/prospectus, without charge, from the SEC’s website at http://www.sec.gov.

You may also request copies of such documents incorporated by reference into this proxy statement/prospectus (excluding all exhibits, unless an exhibit has specifically been incorporated by reference into this proxy statement/prospectus), without charge, by requesting them in writing or by telephone from either Axalta or Akzo Nobel N.V. (“AkzoNobel”) at the following addresses and telephone numbers, as applicable:

 

Axalta Coating Systems Ltd. 1050 Constitution Avenue Philadelphia, Pennsylvania 19112 United States of America Attention: Investor Relations Colleen Lubic colleen.lubic@axalta.com Telephone: +1 855 547 1461		Akzo Nobel N.V. Christian Neefestraat 2 1077 WW Amsterdam The Netherlands Attention: Investor Relations Jan Willem Enhus investor.relations@akzonobel.com Telephone: +31 88 969 1411

In addition, if you have questions about the transaction or the Axalta special meeting, need additional copies of this document or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Innisfree M&A Incorporated, Axalta’s proxy solicitor, at the following address and telephone numbers:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders may call toll-free: +1 877 750 0854

Brokers and banks may call collect: +1 212 750 5833

You will not be charged for any of the documents you request. If you would like to request documents, please do so by July 29, 2026 (which is five business days before the date of the Axalta special meeting) in order to receive them before the Axalta special meeting.

 

i

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 (File No. 333-296290) filed with the SEC by AkzoNobel, constitutes a prospectus of AkzoNobel under Section 5 of the U.S. Securities Act of 1933, as amended (which we refer to as the “U.S. Securities Act”), with respect to the ordinary shares, par value €0.50 per share, of AkzoNobel (“AkzoNobel ordinary shares”) to be issued to Axalta shareholders pursuant to that certain Merger Agreement, dated as of November 18, 2025, by and between AkzoNobel and Axalta (the “merger agreement”).

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement of Axalta under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (which we refer to as the “U.S. Exchange Act”), with respect to the Axalta special meeting, at which Axalta shareholders will be asked to consider and vote on, among other matters, a proposal to approve and adopt the merger agreement.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated June 24, 2026. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to Axalta shareholders nor the issuance of AkzoNobel ordinary shares pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning AkzoNobel contained in this proxy statement/prospectus has been provided by AkzoNobel, and information concerning Axalta contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Axalta.

Unless otherwise specified, currency amounts referenced in this proxy statement/prospectus are in U.S. dollars.

AkzoNobel will file with the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”), as competent authority under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (the “EU Prospectus Regulation”), and make available to the public, an information document pursuant to article 1(5)(f) of the EU Prospectus Regulation (the “EU Disclosure Document”). The EU Disclosure Document will be issued solely in connection with the admission to listing and trading of AkzoNobel ordinary shares following the occurrence of the amendment time (as defined below) (“MergeCo ordinary shares”) on Euronext Amsterdam and does not constitute or form part of an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for, any securities by any person. No MergeCo ordinary shares nor any other securities in AkzoNobel or AkzoNobel and its subsidiaries, including Axalta and its subsidiaries, following completion (collectively, “MergeCo Group”) have been marketed to, nor are available for purchase, in whole or in part, by the public in the part of the Kingdom of the Netherlands located in Europe (“the Netherlands”) or elsewhere in connection with the admission to listing and trading of the MergeCo ordinary shares on Euronext Amsterdam.

 

ii

YOUR VOTE IS VERY IMPORTANT

PLEASE VOTE ON THE ENCLOSED PROXY CARD NOW EVEN IF YOU PLAN TO ATTEND THE AXALTA SPECIAL MEETING VIA THE SPECIAL MEETING WEBSITE. YOU CAN VOTE BY SIGNING, DATING AND RETURNING YOUR PROXY CARD BY MAIL IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES, OR BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU DO ATTEND THE AXALTA SPECIAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE AT THE AXALTA SPECIAL MEETING IF YOU ARE A SHAREHOLDER OF RECORD AS OF THE AXALTA RECORD DATE OR HAVE A LEGAL PROXY FROM A SHAREHOLDER OF RECORD AS OF THE AXALTA RECORD DATE. IF YOU DO NOT SUBMIT YOUR PROXY, INSTRUCT YOUR BROKER, BANK, NOMINEE OR OTHER HOLDER OF RECORD HOW TO VOTE YOUR SHARES OR VOTE ELECTRONICALLY AT THE AXALTA SPECIAL MEETING ON THE MERGER PROPOSAL, IT WILL BE MORE DIFFICULT FOR AXALTA TO OBTAIN THE NECESSARY QUORUM TO HOLD THE MEETING.

The accompanying proxy statement/prospectus provides a detailed description of the merger agreement, the transaction, the proposals contained in the accompanying proxy statement/prospectus, including the merger proposal, and the related agreements and transactions. We urge you to read the accompanying proxy statement/prospectus, including any documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety. If you have any questions concerning the transaction, the merger proposal, the other proposals or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need help voting your shares, please contact Axalta’s proxy solicitor at the address and telephone numbers listed below:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders may call toll-free: +1 877 750 0854

Brokers and banks may call collect: +1 212 750 5833

 

iii

TABLE OF CONTENTS

 

 

 

		Page
ADDITIONAL INFORMATION			i
ABOUT THIS PROXY STATEMENT/PROSPECTUS			ii
YOUR VOTE IS VERY IMPORTANT			iii
FREQUENTLY USED TERMS			1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION			6
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			9
QUESTIONS AND ANSWERS			11
SUMMARY			22
Information about the Companies			22
Risk Factors Summary			24
The Transactions and the Merger Agreement			26
Merger Consideration			26
The Axalta Board’s Recommendation			27
Opinions of Axalta’s Financial Advisors			27
The Axalta Special Meeting			29
Listing of MergeCo Ordinary Shares and Termination of ADRs			30
Delisting from Euronext Amsterdam			31
Delisting and Deregistration of Axalta Common Shares			31
Material U.S. Federal Income Tax Consequences			31
Material Dutch Tax Consequences			32
Accounting Treatment of the Transaction			32
Treatment of Axalta Equity Awards			32
Treatment of AkzoNobel Equity Awards			33
Regulatory Clearances Required for the Transaction			33
Statutory Appraisal Rights			34
The AkzoNobel Debt Financing for the Transaction			34
Conditions to the Merger			35
Exclusivity Provisions and Restrictions			36
Termination of the Merger Agreement			38
Comparison of Rights of MergeCo Shareholders and Axalta Shareholders			39
Post-Completion MergeCo Board			39
Interests of Axalta’s Directors and Executive Officers in the Transaction			40
RISK FACTORS			42
Risks Relating to the Transaction and MergeCo Group			42
Risks Relating to AkzoNobel Group’s Business and Industry			57
Risks Relating to Axalta Group’s Business			81
COMPARATIVE PER SHARE MARKET PRICE			82
THE AXALTA SPECIAL MEETING			83
PROPOSAL 1: THE BYE-LAWS PROPOSAL			90
PROPOSAL 2: THE MERGER PROPOSAL			91
General			91
Transaction Structure			91
Merger Consideration			91
Background of the Transaction			92
Recommendation of the Axalta Board and Its Reasons for the Transaction			114
AkzoNobel’s Reasons for the Transaction			119
Opinions of Axalta’s Financial Advisors			122
Certain Axalta and AkzoNobel Group Unaudited Prospective Financial Information			138
Listing of MergeCo Ordinary Shares and Termination of ADRs			144

 

iv

Delisting from Euronext Amsterdam			145
Delisting and Deregistration of Axalta Common Shares			145
Treatment of Axalta Equity Awards			145
Interests of Axalta’s Directors and Executive Officers in the Transaction			146
Accounting Treatment of the Transaction			152
Regulatory Clearances Required for the Transaction			152
Statutory Appraisal Rights			155
Restrictions on Resales of MergeCo Ordinary Shares Received in the Transaction			156
The AkzoNobel Debt Financing for the Transaction			157
Material U.S. Federal Income Tax Consequences of the Mergers			158
Material Dutch Tax Consequences			162
PROPOSAL 3: THE ADVISORY COMPENSATION PROPOSAL			171
PROPOSAL 4: THE ADJOURNMENT PROPOSAL			172
THE MERGER AGREEMENT			173
Structure of the Transaction			173
Completion of the Merger			173
The Mergers			174
Effect of the Merger and Merger Consideration			174
No Fractional Shares			174
Pre-Completion Distribution			175
Dividends or Other Distributions			175
Dissenting Shares			175
Exchange of Axalta Common Shares			176
Treatment of AkzoNobel Equity Awards			178
Treatment of Axalta Equity Awards			178
Representations and Warranties			179
Material Adverse Effect			182
Conduct of Business			183
Exclusivity Provisions and Restrictions			189
Recommendation of the Axalta Board			192
Recommendation of the AkzoNobel Boards			194
Efforts to Obtain Required Shareholder Votes			195
Efforts to Complete the Merger			195
Financing			197
Indemnification and Insurance			198
Employee Matters			198
Post-Completion Equity Plans			199
MergeCo Remuneration Policy and Remuneration Report			199
Post-Completion MergeCo Board			199
Listing of AkzoNobel Ordinary Shares; Termination of ADRs			202
Delisting from Euronext Amsterdam			202
Delisting and Deregistration of Axalta Common Shares			202
Other Covenants and Agreements			202
Conditions to the Merger			203
Termination of the Merger Agreement			204
Expenses and Termination Payments			205
Amendments and Waivers			206
No Third-Party Beneficiaries			206
Specific Performance			207
Governing Law			207
STICHTING SUPPORT AGREEMENT			208
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			209

 

v

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF MARCH  31, 2026			212
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2026			213
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2025			214
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			215
INFORMATION ABOUT THE COMPANIES			225
BENEFICIAL OWNERSHIP OF SECURITIES			227
DESCRIPTION OF AKZONOBEL SHARES			232
COMPARISON OF RIGHTS OF MERGECO SHAREHOLDERS AND AXALTA SHAREHOLDERS			239
BUSINESS OF AKZONOBEL GROUP			262
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AKZONOBEL GROUP			292
MANAGEMENT OF MERGECO			325
COMPENSATION OF MERGECO DIRECTORS			328
LEGAL MATTERS			338
EXPERTS			338
Axalta Group			338
AkzoNobel Group			338
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT			339
ENFORCEABILITY OF CIVIL LIABILITIES			340
OTHER MATTERS			340
FUTURE AXALTA SHAREHOLDER PROPOSALS			341
HOUSEHOLDING OF PROXY MATERIALS			342
WHERE YOU CAN FIND ADDITIONAL INFORMATION			343
Incorporation of Certain Documents by Reference			343
INDEX TO FINANCIAL STATEMENTS			F-1
Annex A: Merger Agreement			A-A-1
Annex B: Amendment No. 1 to Merger Agreement			A-B-1
Annex C: Form of Bermuda Statutory Merger Agreement			A-C-1
Annex D: Fairness Opinion of Axalta Financial Advisor – Evercore Group L.L.C.			A-D-1
Annex E: Fairness Opinion of Axalta Financial Advisor – J.P. Morgan Securities LLC			A-E-1
Annex F: Unofficial Translation of the Form of Articles of Association of MergeCo			A-F-1
Annex G: Stichting Support Agreement			A-G-1

 

vi

FREQUENTLY USED TERMS

Certain terms that are defined in and frequently used throughout this proxy statement/prospectus may be helpful for you to have in mind at the outset. Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this proxy statement/prospectus:

 

•

“adjournment proposal” refers to the proposal to approve the adjournment of the Axalta special meeting by the Axalta Board, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Axalta special meeting to approve the merger proposal that Axalta shareholders will vote on at the Axalta special meeting.

 

•

“ADR Program” refers to the American Depositary Receipt program that AkzoNobel currently maintains.

 

•

“advisory compensation proposal” refers to the proposal to approve, by a nonbinding advisory vote, certain compensation that may be paid or become payable to named executive officers of Axalta in connection with the merger.

 

•

“AFM” refers to Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).

 

•

“AkzoNobel” refers to Akzo Nobel N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, which will be renamed following completion.

 

•

“AkzoNobel Board of Management” refers to the board of management of AkzoNobel.

 

•

“AkzoNobel completion proposals” refers to the following proposals that need to be approved and adopted by the AkzoNobel shareholders at a duly held meeting thereof: (1) approval of AkzoNobel entering into the merger and the other actions contemplated by the merger agreement, (2) amendment of AkzoNobel’s articles of association in accordance with the MergeCo Articles, (3) authorization of the AkzoNobel Board of Management to (i) issue the AkzoNobel ordinary shares to pay the merger consideration and (ii) limit or exclude preemptive rights in relation to such share issuance and (4) appointment of the relevant persons as members of the MergeCo Board with effect as of the amendment time.

 

•

“AkzoNobel Extraordinary General Meeting” refers to the general meeting of AkzoNobel shareholders to consider and vote upon the AkzoNobel completion proposals.

 

•

“AkzoNobel Group” refers to AkzoNobel and its subsidiaries.

 

•

“AkzoNobel ordinary shares” refers to the common shares, par value €0.50 per share, of AkzoNobel. Following the occurrence of the amendment time, AkzoNobel ordinary shares are referred to as MergeCo ordinary shares.

 

•

“AkzoNobel priority shares” refers to the priority shares, par value €400 per the share, of AkzoNobel, held by the Foundation.

 

•

“AkzoNobel shares” refers to all shares in the share capital of AkzoNobel, including AkzoNobel ordinary shares, cumulative preferred shares and AkzoNobel priority shares.

 

•

“AkzoNobel Supervisory Board” refers to the supervisory board of AkzoNobel.

 

•

“AkzoNobel transaction-related proposals” refers to the following proposals that need to be approved and adopted by the AkzoNobel shareholders at a duly held meeting thereof: (1) the AkzoNobel completion proposals, (2) full and final discharge of the AkzoNobel Board of Management for their acts of management up to the moment immediately prior to the merger to the extent permitted under applicable law, (3) full and final discharge of the AkzoNobel Supervisory Board members for their acts of supervision up to the moment immediately prior to the merger to the extent permitted under applicable law, (4) adoption of the MergeCo remuneration policy and (5) adoption of authorizations of

 

1

the MergeCo Board for the issuance, cancellation and repurchase of certain AkzoNobel shares and the limitation or exclusion of pre-emptive rights with respect to aforementioned issuance.

 

•

“amendment time” refers to the date and time of execution of a Dutch notarial deed of amendment of the AkzoNobel articles of association in accordance with the MergeCo Articles, which shall occur immediately following the effective time.

 

•

“Axalta” refers to Axalta Coating Systems Ltd., an exempted company limited by shares incorporated under the laws of Bermuda.

 

•

“Axalta 2029 Dollar Term Loans” refers to the term loans due December 20, 2029 issued pursuant to the Axalta credit agreement.

 

•

“Axalta Board” refers to the Axalta board of directors.

 

•

“Axalta bye-laws” refers to the Second Amended and Restated Bye-Laws of Axalta, as may be amended, amended and restated or modified from time to time.

 

•

“Axalta common shares” refers to the common shares, par value of $1.00 per share, of Axalta.

 

•

“Axalta completion proposal” refers to the merger proposal that needs to be approved by the Axalta shareholders at a duly held meeting thereof.

 

•

“Axalta credit agreement” refers to the Credit Agreement, dated February 1, 2013, by and among Axalta Coating Systems Dutch Holding B B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and established under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, registered with the Trade Register of the Netherlands under number 55948308, Axalta Coating Systems U.S. Holdings, Inc., a corporation organized under the laws of Delaware, Axalta Coating Systems U.S., Inc. a Delaware corporation, Axalta, the lenders from time to time party thereto and Barclays Bank PLC as administrative agent and collateral agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

 

•

“Axalta Group” refers to Axalta and its subsidiaries.

 

•

“Axalta PSU” refers to a restricted stock unit award in respect of Axalta common shares granted by Axalta subject to vesting based, in whole or in part, on the achievement of performance-based vesting conditions.

 

•

“Axalta RSU” refers to a time-vesting restricted stock unit award in respect of Axalta common shares granted by Axalta.

 

•

“Axalta shareholder” refers to a holder of Axalta common shares.

 

•

“Axalta special meeting” refers to the special general meeting of Axalta shareholders to consider and vote upon the bye-laws proposal, the merger proposal, the advisory compensation proposal and the adjournment proposal.

 

•

“Axalta stock option” refers to an option to acquire Axalta common shares granted by Axalta.

 

•

“Axalta transaction-related proposals” refers to the following proposals that need to be approved by the Axalta shareholders at a duly held meeting thereof: (1) the bye-laws proposal, (2) the merger proposal, (3) the advisory compensation proposal and (4) the adjournment proposal.

 

•

“Bermuda Companies Act” refers to the Companies Act of 1981 (of Bermuda), as amended.

 

•

“broker non-vote” refers to when (1) a broker, bank, nominee or other holder of record has discretionary authority to vote on one or more proposals to be voted on at a meeting of shareholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (2) the beneficial owner fails to provide the broker, bank, nominee or other holder of record with such instructions.

 

2

•

“bye-laws proposal” refers to the proposal to approve and adopt, with immediate effect, the amendment and restatement of the Second Amended and Restated Bye-Laws of Axalta to insert a new bye-law 78 to provide for approval at a general meeting of any resolution for the merger or amalgamation of Axalta with any other company by the affirmative vote of a majority of the votes cast by Axalta shareholders that are present (in person or by proxy) and voting at such general meeting and the quorum for such general meeting to be as set forth in bye-law 26 of the Axalta bye-laws as set forth in this proxy statement/prospectus, that Axalta shareholders will vote on at the Axalta special meeting prior to voting on the merger proposal.

 

•

“Code” refers to the U.S. Internal Revenue Code of 1986, as amended.

 

•

“completion” refers to the consummation of the transaction.

 

•

“completion date” refers to the date of completion. AkzoNobel and Axalta expect to complete the transaction in late 2026 to early 2027, assuming the merger proposal is approved by Axalta shareholders on August 5, 2026 and the other conditions to completion (described under the section of this proxy statement/prospectus entitled “The Merger Agreement—Conditions to the Merger”) are satisfied (including approval of the AkzoNobel completion proposals by AkzoNobel shareholders on August 5, 2026).

 

•

“debt financing” refers to any debt financing pursued by AkzoNobel, its wholly-owned subsidiaries or Merger Sub to consummate the transactions contemplated by the merger agreement.

 

•

“dissenting shareholder” refers to an Axalta shareholder who has not voted in favor of the merger proposal and who otherwise qualifies as a shareholder pursuant to Section 106(2) or Section 106(6), as applicable, of the Bermuda Companies Act.

 

•

“dissenting shares” refers to the Axalta common shares in issue immediately prior to the effective time and held by dissenting shareholders.

 

•

“DOJ” refers to the Antitrust Division of the U.S. Department of Justice.

 

•

“DTC” refers to the Depository Trust Company.

 

•

“effective time” refers to the time that the certificate of merger is issued by the Bermuda Registrar of Companies, or such other time and date as shall be set forth in the certificate of merger, in each case, with respect to the merger.

 

•

“end date” refers to 23:59 Central European Time on May 18, 2027; provided that such date may be extended to November 18, 2027 by either AkzoNobel or Axalta in certain circumstances described in the merger agreement.

 

•

“EU” refers to the European Union.

 

•

“Euronext Amsterdam” refers to Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V.

 

•

“exchange agent” refers to Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company.

 

•

“exchange ratio” refers to 0.6539.

 

•

“Foundation” refers to Stichting AkzoNobel, a Dutch foundation established to protect the continuity and long-term interests of AkzoNobel, including by exercising certain nomination rights and approval rights attached to the AkzoNobel priority shares.

 

•

“FTC” refers to the Federal Trade Commission.

 

•

“FTE” refers to full-time employees.

 

•

“FX” refers to foreign exchange.

 

•

“HSR Act” refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

 

3

•

“IFRS” refers to the IFRS Accounting Standards as issued by the International Accounting Standards Board.

 

•

“IRS” refers to the U.S. Internal Revenue Service.

 

•

“long stop date” refers to 23:59 Central European Time on May 18, 2027 or, if such date has been extended in accordance with clause 15.1.1(c) of the merger agreement, November 18, 2027.

 

•

“LTM” refers to the last 12 months.

 

•

“MergeCo” refers to the successor by name change to AkzoNobel upon completion, which legal entity will be the parent entity of the combined group consisting of AkzoNobel Group and Axalta Group following completion.

 

•

“MergeCo Articles” refers to the articles of association of AkzoNobel as they will read effective as of the amendment time.

 

•

“MergeCo Board” refers to the MergeCo board of directors as of the amendment time.

 

•

“MergeCo Group” refers to AkzoNobel and its subsidiaries, including Axalta and its subsidiaries, following completion.

 

•

“MergeCo ordinary shares” refers to AkzoNobel ordinary shares following the occurrence of the amendment time.

 

•

“merger” refers to the merger of Merger Sub with and into Axalta under Sections 104(H) to 109 of the Bermuda Companies Act, whereby the separate corporate existence of Merger Sub shall cease and Axalta shall continue as the surviving company pursuant to the Bermuda Companies Act and its shares will be held by Merger Sub 2 and AkzoNobel and, immediately prior to effecting the second merger, as a direct subsidiary of Merger Sub 2.

 

•

“mergers” refers to the merger and the second merger.

 

•

“merger agreement” refers to the Merger Agreement, dated as of November 18, 2025, by and between AkzoNobel and Axalta, as amended by the merger agreement amendment.

 

•

“merger agreement amendment” refers to Amendment No. 1 to Merger Agreement, dated as of May 27, 2026, by and between AkzoNobel and Axalta.

 

•

“merger consideration” refers to the number of AkzoNobel ordinary shares to be issued to Axalta shareholders as consideration for the merger based on the exchange ratio.

 

•

“merger proposal” refers to the proposal to approve and adopt the merger agreement, the Bermuda statutory merger agreements and the consummation of the transactions contemplated therein, including the merger, that Axalta shareholders will vote on at the Axalta special meeting.

 

•

“Merger Sub” refers to an exempted company limited by shares to be incorporated under the laws of Bermuda that is a direct wholly-owned subsidiary of Merger Sub 2.

 

•

“Merger Sub 2” refers to an exempted company limited by shares to be incorporated under the laws of Bermuda that is wholly-owned by AkzoNobel.

 

•

“NYSE” refers to the New York Stock Exchange.

 

•

“PFIC” refers to a passive foreign investment company.

 

•

“pre-completion distribution” refers to the special cash dividend, which AkzoNobel will declare and pay prior to the effective time (subject to applicable law and any applicable withholding tax), for an aggregate amount of €2.5 billion minus the aggregate amount of any regular annual and interim dividends declared by AkzoNobel with record dates in 2026 prior to the record date of the pre-completion distribution.

 

4

•

“proxy card” refers to the documents used to vote Axalta common shares.

 

•

“record date” refers to June 11, 2026.

 

•

“SEC” refers to the U.S. Securities and Exchange Commission.

 

•

“second certificate of merger” refers to the certificate of merger issued by the Bermuda Registrar of Companies with respect to the second merger.

 

•

“second effective time” refers to the time that the second certificate of merger is issued by the Bermuda Registrar of Companies, or such other time and date as shall be set forth in the second certificate of merger.

 

•

“second merger” refers to the merger of Axalta with and into Merger Sub 2 under Sections 104(H) to 109 of the Bermuda Companies Act, whereby the separate corporate existence of Axalta shall cease and Merger Sub 2 shall continue as the surviving company pursuant to the Bermuda Companies Act and shall be a direct wholly-owned subsidiary of AkzoNobel.

 

•

“special meeting website” refers to the website located at proxydocs.com/AXTASM, where Axalta shareholders will be able to attend the Axalta special meeting online and vote their shares electronically.

 

•

“Stichting support agreement” refers to the support agreement, dated as of November 17, 2025, by and among the Foundation, AkzoNobel and Axalta, a copy of which is attached as Annex G to this proxy statement/prospectus.

 

•

“Terminating Axalta PSU” refers to each Axalta PSU outstanding immediately prior to the effective time held by a former Axalta service provider or for which the applicable performance period has been completed as of immediately prior to the effective time.

 

•

“Terminating Axalta RSU” refers to each Axalta RSU outstanding immediately prior to the effective time that either is (a) vested as of immediately prior to the effective time or (b) held by a former Axalta service provider or non-employee member of the Axalta Board (whether or not vested immediately prior to the effective time).

 

•

“transaction” refers to the transactions contemplated by the merger agreement, including the merger.

 

•

“Treasury Regulations” refers to the U.S. Treasury regulations promulgated under the Code.

 

•

“United States” or “U.S.” refers to the United States of America.

 

•

“U.S. Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended.

 

•

“U.S. GAAP” refers to U.S. generally accepted accounting principles.

 

•

“U.S. Securities Act” refers to the U.S. Securities Act of 1933, as amended.

All brands, unless otherwise noted, referred to herein are trademarks owned or licensed by AkzoNobel Group or Axalta Group, as applicable.

 

5

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

This proxy statement/prospectus contains or incorporates by reference, as applicable:

 

•

the audited consolidated financial statements of AkzoNobel Group as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025 (the “AkzoNobel Group audited financial statements”), and the unaudited consolidated interim financial statements of AkzoNobel Group as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, which have been prepared in accordance with IFRS (collectively referred to in this proxy statement/prospectus as the “AkzoNobel Group financial statements”); and

 

•

the audited consolidated financial statements of Axalta Group as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, and the unaudited consolidated interim financial statements of Axalta Group as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, prepared on the basis of U.S. GAAP (collectively referred to in this proxy statement/prospectus as the “Axalta Group financial statements”).

Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the AkzoNobel Group financial statements included in this proxy statement/prospectus and from the Axalta Group financial statements incorporated by reference into this proxy statement/prospectus.

This proxy statement/prospectus also contains the unaudited pro forma condensed combined financial information of AkzoNobel Group for the year ended December 31, 2025 and as of and for the three months ended March 31, 2026, after giving effect to the transaction, referred to in this proxy statement/prospectus as the “Pro Forma Financial Information.” See the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.” For the purposes of the Pro Forma Financial Information, Axalta Group financial information is converted from U.S. GAAP to IFRS (including a conversion in reporting currency from USD to EUR).

For additional information on the presentation of financial information in this proxy statement/prospectus, see the AkzoNobel Group financial statements beginning on page F-2 of this proxy statement/prospectus and the Axalta Group financial statements incorporated by reference into this proxy statement/prospectus.

Key Non-IFRS and Non-GAAP Measures

Key Non-IFRS Financial Measures of AkzoNobel Group

Certain parts of this proxy statement/prospectus contain non-IFRS financial measures and ratios, including profit margin, adjusted EBITDA, adjusted operating income, adjusted EBITDA margin, invested capital, average invested capital, return on average invested capital, adjusted return on average invested capital, organic sales growth/(decline), capital expenditures and free cash flow, as used by AkzoNobel Group (the “non-IFRS financial measures”). These are not recognized measures of financial performance or liquidity under IFRS. They are presented as AkzoNobel Group believes that they and similar measures are used in the industry in which AkzoNobel Group operates as a means of evaluating a company’s operating performance and liquidity. However, the non-IFRS financial measures presented herein may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles. Accordingly, undue reliance should not be placed on the non-IFRS financial measures contained in this proxy statement/prospectus and they should not be considered in isolation or as a substitute for operating income, income for the year, cash flow or other financial measures computed in accordance with IFRS. Although certain of these data have been extracted or derived from AkzoNobel Group’s financial statements, these data have not been audited or reviewed by AkzoNobel Group’s independent auditors.

A reconciliation of the non-IFRS financial measures to the most directly comparable IFRS measures can be found in the section of the proxy statement/prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AkzoNobel Group.”

 

6

Key Non-GAAP Financial Measures of Axalta Group

Certain documents filed by Axalta with the SEC which are incorporated by reference into this proxy statement/prospectus contain non-GAAP financial measures and ratios, including adjusted EBITDA, adjusted EBITDA margin, free cash flow, total net leverage ratio, adjusted net income, adjusted diluted EPS, return on invested capital (“ROIC”), adjusted EBIT and adjusted EBIT margin as used by Axalta Group (the “non-GAAP financial measures”). These are not recognized measures of financial performance or liquidity under GAAP. They are presented therein as Axalta Group believes that they and similar measures are used in the industry in which Axalta Group operates as a means of evaluating a company’s operating performance and liquidity and that such non-GAAP financial measures assist in the evaluation of underlying trends in its business. A description of any such non-GAAP financial measures, the reasons Axalta Group believes that presentation of such non-GAAP financial measures provide useful information and a reconciliation to the most directly comparable GAAP measure is set forth in the applicable documents containing such non-GAAP financial measures or ratios filed by Axalta with the SEC and incorporated by reference into this proxy statement/prospectus. However, such non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and are not measurements under GAAP or other generally accepted accounting principles. Accordingly, undue reliance should not be placed on such non-GAAP financial measures and they should not be considered in isolation or as a substitute for financial measures computed in accordance with GAAP. References to the non-GAAP financial measures in documents filed by Axalta with the SEC which are incorporated by reference into this proxy statement/prospectus shall refer to such non-GAAP financial measures as used by the Axalta Group unless stated otherwise.

Reportable Segments

AkzoNobel Group

AkzoNobel Group has three reportable segments: “Decorative Paints,” “Performance Coatings” and “Corporate and Other.” In presenting and discussing segmental operating results AkzoNobel Group uses its two operational segments: “Decorative Paints” and “Performance Coatings.” The distinction reflects differences in customer type, product application and performance requirements, routes to market and management oversight. Items which are not allocated to either one of these segments are reported in a separate “Corporate and Other” reportable segment, which mainly includes corporate assets and corporate costs.

Decorative Paints

AkzoNobel Group provides decorative paints to both the professional and the do-it-yourself markets. AkzoNobel Group supplies a variety of quality products for every situation and surface, including paints, lacquers and varnishes. AkzoNobel Group also offers a range of mixing machines and color concepts for the building and renovation industry. The business units in the Decorative Paints segment are set up regionally, as the decorative paints business is managed per region.

Performance Coatings

AkzoNobel Group is a supplier of performance coatings that protect and enhance ships, cars, aircraft, yachts and architectural components (structural steel, building products and flooring), consumer goods (mobile devices, appliances, beverage cans and furniture) and oil and gas facilities. The business units in the Performance Coatings segment are set up per product/end market as the segment is managed based on product/end market combinations.

Axalta Group

In presenting and discussing segmental operating results, Axalta Group uses two operational segments, which are its reportable segments: “Performance Coatings” and “Mobility Coatings.” Axalta Group’s reportable segments are based on the type and concentration of customers served, service requirements, methods of distribution and major product lines.

 

7

Performance Coatings

Through its Performance Coatings segment, Axalta Group provides high-quality sustainable liquid and powder coating solutions to both large regional and global customers and to a fragmented and local customer base. These customers comprise, among others, independent or multi-shop operator body shops as well as a wide variety of industrial manufacturers. Axalta Group’s management believes that Axalta Group is one of only a few suppliers with the technology to provide precise color matching and highly durable coatings systems. The end markets within this segment are refinish and industrial.

Mobility Coatings

Through its Mobility Coatings segment, Axalta Group provides coatings technologies for light vehicle and commercial vehicle OEMs. These global customers are faced with evolving megatrends in electrification, sustainability, personalization and autonomous driving that require a high level of technical expertise. The OEMs require efficient, environmentally responsible coatings systems that can be applied with a high degree of precision, consistency and speed. The end markets within this segment are light vehicle and commercial vehicle.

Exchange Rates

AkzoNobel Group publishes its consolidated financial statements in euro, while Axalta Group publishes its consolidated financial statements in U.S. dollars. In this proxy statement/prospectus, references to “€,” “euro,” “Euro” or “EUR” are to the single currency adopted by participating member states of the European Union (the “EU”) relating to Economic and Monetary Union and references to “$,” “U.S. dollars,” “Dollars” or “USD” are to the lawful currency of the United States.

References to the “Euro-Dollar exchange rate” refer to the Euro–U.S. dollar exchange rate as quoted by the Bloomberg Composite Rate on such date at the time of Euronext Amsterdam market close, except where another time is specified, in which case it refers to the Euro–U.S. dollar exchange rate as quoted by the Bloomberg Composite Rate on such date at such specified time.

Rounding

The financial information set forth in this proxy statement/prospectus has been rounded for ease of presentation. In addition, percentages in tables may be calculated on the basis of such financial information prior to such rounding. As a result, percentages in tables may differ from the percentage that would be calculated based upon the rounded financial information presented or may not add up to 100%, and the totals of other numerical figures, including certain financial data, shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. Financial information has been rounded to the nearest million in all cases, unless otherwise stated.

Industry Data

Information provided in this proxy statement/prospectus as it relates to the market environment in which each of AkzoNobel Group and Axalta Group operate or any market developments or trends is based on data and reports prepared by third parties and/or AkzoNobel Group or Axalta Group based on internal information and information derived from such third-party sources. Third-party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data.

 

8

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements as that term is defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, regarding, among other things, the transaction, the expected timetable for the transaction, the benefits of the transaction and future opportunities for MergeCo, and any other statements regarding AkzoNobel’s, Axalta’s or, following completion, MergeCo’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are forward-looking statements. Such forward-looking statements can sometimes be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “potential,” “seeks,” “aims,” “projects,” “predicts,” “is optimistic,” “intends,” “plans,” “estimates,” “targets,” “anticipates,” “continues” or other comparable terms or negatives of these terms, but not all forward-looking statements include such identifying words. You are cautioned not to rely on these forward-looking statements. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. We can give no assurance that such plans, estimates or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates or expectations in such forward-looking statements.

Important factors that could cause actual results to differ materially from such plans, estimates or expectations include:

 

•

a condition to completion may not be satisfied;

 

•

the occurrence of any event that can give rise to termination of the proposed transaction;

 

•

a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated;

 

•

AkzoNobel Group and Axalta Group are unable to achieve the synergies and value creation contemplated by the proposed transaction;

 

•

AkzoNobel Group and Axalta Group are unable to promptly and effectively integrate their businesses;

 

•

management’s time and attention is diverted on transaction-related issues;

 

•

the possibility that competing offers or acquisition proposals may be made and AkzoNobel Group’s and Axalta Group’s restraints on the ability to solicit other acquisition proposals;

 

•

disruption from the proposed transaction makes it more difficult to maintain business, contractual and operational relationships;

 

•

the market price for AkzoNobel ordinary shares or Axalta common shares could change before completion;

 

•

the credit ratings of AkzoNobel Group or Axalta Group decline following the proposed transaction;

 

•

legal proceedings are instituted against AkzoNobel Group or Axalta Group, including resulting expense or delay;

 

•

AkzoNobel Group or Axalta Group is unable to retain or hire key personnel;

 

•

the proxy statement/prospectus or completion has a negative effect on the market price of the shares of AkzoNobel or Axalta or on AkzoNobel Group’s or Axalta Group’s operating results;

 

•

evolving legal, regulatory and tax regimes;

 

•

changes in economic, financial, political and regulatory conditions, in the Netherlands, the United States and elsewhere, and other factors that contribute to uncertainty and volatility, natural and

 

9

man-made disasters, civil unrest, pandemics, epidemics, geopolitical uncertainty and conditions that may result from legislative, regulatory, trade and policy changes associated with the current or subsequent administrations in the United States, the Netherlands or elsewhere;

 

•

the ability of AkzoNobel Group or Axalta Group to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyberattack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions;

 

•

the risk that disruptions from the proposed transaction will harm AkzoNobel Group’s or Axalta Group’s business, including current plans and operations, and/or divert management’s attention from AkzoNobel Group’s or Axalta Group’s ongoing business operations;

 

•

certain restrictions during the pendency of the proposed transaction that may impact AkzoNobel Group’s or Axalta Group’s ability to pursue certain business opportunities or strategic transactions;

 

•

AkzoNobel Group may be unable to obtain the financing necessary to fund the pre-completion distribution on favorable terms or at all; and

 

•

AkzoNobel Group’s or Axalta Group’s ability to meet expectations regarding the accounting and tax treatments of the proposed transaction.

For a further discussion of these and other risks, contingencies and uncertainties applicable to AkzoNobel Group, Axalta Group, the transaction and, following completion, MergeCo Group, see the section of this proxy statement/prospectus entitled “Risk Factors” and the discussion of risks in Axalta’s Annual Report on Form 10-K for the year ended December 31, 2025, Axalta’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and in Axalta’s other filings with the SEC incorporated by reference into this proxy statement/prospectus.

Due to these risks, contingencies and other uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the date of a document incorporated by reference, as applicable. All subsequent written or oral forward-looking statements attributable to AkzoNobel or Axalta or any person acting on its or their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section of the proxy statement/prospectus. AkzoNobel and Axalta are not required to and do not undertake any obligation to update or revise publicly any forward-looking statements or other data or statements contained within this proxy statement/prospectus, whether as a result of new information, future events or otherwise, except as may be required under applicable federal securities law.

 

10

QUESTIONS AND ANSWERS

The following are brief answers to certain questions that you, as a shareholder of Axalta, may have regarding the transaction and the other matters being considered at the Axalta special meeting. You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Please refer to the section of this proxy statement/prospectus entitled “Summary” for a summary of important information regarding the merger agreement, the transaction and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus, without charge, by following the instructions under the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information.”

 

Q:	Why am I receiving this proxy statement/prospectus?

 

A:

You are receiving this proxy statement/prospectus because Axalta and AkzoNobel have agreed to combine in an all-stock merger of equals in accordance with the merger agreement, pursuant to which Merger Sub will merge with and into Axalta, with Axalta surviving the merger and, as promptly as practicable thereafter, Axalta will merge with and into Merger Sub 2, with Merger Sub 2 surviving the merger as a direct wholly owned subsidiary of AkzoNobel. If the transaction is completed, each issued Axalta common share (other than any Axalta common shares owned by Axalta as treasury shares or Axalta common shares owned by AkzoNobel, Merger Sub or any other direct or indirect wholly-owned subsidiary of AkzoNobel) will be automatically converted into the right to receive 0.6539 AkzoNobel ordinary shares. No fractional AkzoNobel ordinary shares will be issued in the transaction, and Axalta shareholders will receive cash in lieu of fractional AkzoNobel ordinary shares.

Axalta is holding the Axalta special meeting to obtain the Axalta shareholder approval necessary to adopt the following proposals:

 

•

prior to voting on the merger proposal below, to approve and adopt, with immediate effect, the proposed amendment and restatement of the Second Amended and Restated Bye-Laws of Axalta to provide for approval at a general meeting of any resolution for the merger or amalgamation of Axalta with any other company by the affirmative vote of a majority of the votes cast by Axalta shareholders that are present (in person or by proxy) and voting at such general meeting and the quorum for such general meeting to be as set forth in bye-law 26 of Axalta’s Second Amended and Restated Bye-Laws (such proposal, the “bye-laws proposal”);

 

•

to approve and adopt the Merger Agreement, dated as of November 18, 2025, as amended by the merger agreement amendment and as it may be further amended from time to time (the “merger agreement”), by and between Axalta and AkzoNobel, copies of which are attached as Annex A and Annex B to this proxy statement/prospectus, the Bermuda statutory merger agreements to be entered into by and among Axalta, AkzoNobel and either (i) Merger Sub or (ii) Merger Sub 2, as applicable, a copy of the form of which is attached as Annex C to this proxy statement/prospectus, and the consummation of the transactions contemplated therein, including the combination of the respective businesses of Axalta and AkzoNobel in accordance with the merger agreement (the “merger”) (such proposal, the “merger proposal”);

 

•

to approve, by a nonbinding advisory vote, certain compensation that may be paid or become payable to named executive officers of Axalta in connection with the merger (such proposal, the “advisory compensation proposal”); and

 

•

to approve the adjournment of the Axalta special meeting by the Axalta Board, if deemed necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Axalta special meeting to approve the merger proposal (such proposal, the “adjournment proposal”).

 

11

This proxy statement/prospectus serves as both a proxy statement of Axalta and a prospectus of AkzoNobel in connection with the transaction.

It is important that your Axalta common shares be represented and voted regardless of the size of your holdings. Whether or not you plan to attend the Axalta special meeting, we urge you to submit a proxy to have your Axalta common shares voted in advance of the Axalta special meeting by using one of the methods described in this proxy statement/prospectus.

 

Q:	What matters am I being asked to vote on?

 

A:	Axalta shareholders are being asked to vote on the following proposals:

 

•

the bye-laws proposal;

 

•

the merger proposal;

 

•

the advisory compensation proposal; and

 

•

the adjournment proposal.

 

Q:	When and where will the Axalta special meeting take place?

 

A:

The Axalta special meeting will be held completely virtually on August 5, 2026 at 9:00 a.m. (Eastern Time) (unless the Axalta special meeting is adjourned or postponed). Axalta’s shareholders will be able to virtually attend and vote at the Axalta special meeting by visiting proxydocs.com/AXTASM and using the 16-digit control number included in the proxy materials. We encourage you to access the Axalta special meeting before the start time of 9:00 a.m., Eastern Time. Please allow ample time to log in to the Axalta special meeting and test your computer systems.

 

Q:	Does my vote matter?

 

A:

Yes, your vote matters and is very important regardless of the number of Axalta common shares you own. If you do not submit a proxy or vote at the Axalta special meeting, it will be more difficult for Axalta to obtain the necessary quorum to hold the meeting. In addition, the transaction cannot be completed without the adoption of the merger proposal by (i) if the bye-laws proposal is approved such that the bye-laws as amended and restated in accordance with the bye-laws proposal are adopted, the affirmative vote of a majority of the votes cast by Axalta shareholders of issued Axalta common shares that are present (in person or by proxy) and voting at the Axalta special meeting, or (ii) if the bye-laws proposal is not approved, the affirmative vote of a three-fourths majority of the votes cast by Axalta shareholders of issued Axalta common shares that are present (in person or by proxy) and voting at the Axalta special meeting.

Whether or not you expect to attend the Axalta special meeting, we urge you to submit a proxy as promptly as possible so that your Axalta common shares are represented and voted at the Axalta special meeting. If your Axalta common shares are held beneficially in “street name” and you wish to submit a proxy, please follow the voting instructions contained in the voting instruction form sent to you by your broker, bank, nominee or other holder of record.

The Axalta Board unanimously recommends that Axalta shareholders vote “FOR” the bye-laws proposal, “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal. See the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Recommendation of the Axalta Board and Its Reasons for the Transaction.”

 

Q:	What will Axalta shareholders receive for their shares if the transaction is completed?

 

A:

If the merger is consummated, each Axalta common share (other than any Axalta common shares owned by Axalta as treasury shares or Axalta common shares owned by AkzoNobel, Merger Sub or any other direct or indirect wholly-owned subsidiary of AkzoNobel) will be converted into the merger consideration, which is

 

12

the right to receive 0.6539 of a duly authorized, validly issued and fully paid AkzoNobel ordinary share, and, if applicable, cash in lieu of fractional shares. The merger consideration is described in more detail in the section of this proxy statement/prospectus entitled “The Merger Agreement—Effect of the Merger and Merger Consideration.”

 

Q:	What will holders of Axalta equity awards receive if the merger is completed?

 

A:

Pursuant to the merger agreement, Axalta stock options, Axalta RSUs and Axalta PSUs, in each case, that are outstanding immediately prior to the effective time will generally be converted into equivalent MergeCo equity awards, with the same terms and conditions that applied to such award immediately prior to the effective time (including with respect to vesting), except that Axalta PSUs will be converted into time-vesting MergeCo restricted stock unit awards. The number of MergeCo ordinary shares subject to each converted equity award will be equal to the exchange ratio multiplied by the number of Axalta common shares subject to such award immediately prior to the effective time, with the number of Axalta common shares subject to any Axalta PSU determined based on the greater of target and actual performance measured through the effective time, and the exercise price of each converted stock option will be equal to the exercise price of the applicable Axalta stock option divided by the exchange ratio.

Notwithstanding the foregoing, each Terminating Axalta RSU and Terminating Axalta PSU, as applicable, will instead be converted into the right to receive a corresponding number of MergeCo ordinary shares, with any performance conditions deemed achieved, (a) in the case of awards held by former Axalta employees or other service providers for which the performance period has not yet been completed, at the greater of target and actual performance measured through the effective time, and (b) in the case of awards for which the performance period has been completed, based on actual performance. Furthermore, each Axalta stock option that is held by a former Axalta service provider will be converted into the right to receive a number of MergeCo ordinary shares equal to the product of (x) the number of Axalta common shares subject to such stock option immediately prior to the effective time, less the number of shares with a value equal to the aggregate exercise price of such stock option, and (y) the exchange ratio, with any Axalta stock option that has a per share exercise price that is equal to or greater than the closing price of an Axalta common share on the trading day immediately preceding the effective time cancelled without consideration.

For additional information regarding the treatment of Axalta equity awards, see the section of this proxy statement/prospectus entitled “The Merger Agreement–Treatment of Axalta Equity Awards.”

 

Q:	What will holders of AkzoNobel equity awards receive if the merger is completed?

 

A:

Pursuant to the merger agreement, all AkzoNobel equity awards will remain outstanding following the effective time with the same terms and conditions that applied to such AkzoNobel equity awards immediately prior to the effective time (including with respect to vesting), except for performance-vesting AkzoNobel restricted stock units, which will convert into solely time-vesting AkzoNobel restricted stock units immediately prior to the effective time. In addition, all AkzoNobel equity awards will be amended to include acceleration of the outstanding portion of the award in the event of a departure of the holder for good reason, commensurate with similar terms in the outstanding Axalta equity awards.

For additional information regarding the treatment of AkzoNobel equity awards, see the section of this proxy statement/prospectus entitled “The Merger Agreement—Treatment of AkzoNobel Equity Awards.”

 

Q:	How does the Axalta Board recommend that I vote at the Axalta special meeting?

 

A:	The Axalta Board unanimously recommends a vote “FOR” the bye-laws proposal, “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

 

13

For a discussion of the factors that the Axalta Board considered in determining to recommend the approval of the merger proposal, please see the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Recommendation of the Axalta Board and Its Reasons for the Transaction.”

In addition, in considering the recommendation of the Axalta Board with respect to the merger agreement, you should be aware that some of Axalta’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Axalta shareholders generally. Please see the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Interests of Axalta’s Directors and Executive Officers in the Transaction.”

 

Q:	How do Axalta’s directors and executive officers intend to vote?

 

A:	Axalta currently expects that Axalta’s directors and executive officers will vote their Axalta common shares “FOR” the bye-laws proposal, “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

 

Q:	Who is entitled to vote at the Axalta special meeting?

 

A:

Only Axalta shareholders of record as of the Axalta record date, the close of business on June 11, 2026, or those holding a valid proxy of such an Axalta shareholder for the Axalta special meeting, are entitled to vote at the Axalta special meeting and any adjournment thereof. As of the close of business on the Axalta record date, there were 214,018,930 issued Axalta common shares. A complete list of Axalta shareholders of record entitled to vote at the Axalta special meeting will be available for inspection at the registered office of Axalta at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda during regular business hours for a period of no less than 10 days before the Axalta special meeting. The list of Axalta shareholders will also be made available online during the Axalta special meeting at the Axalta meeting website.

 

Q:	What is a proxy?

 

A:	A proxy is a legal designation for another person to vote the shares registered in your name.

 

Q:	How many votes do I have for the Axalta special meeting?

 

A:	Each Axalta shareholder is entitled to one vote for each Axalta share held of record as of the Axalta record date.

 

Q:	What constitutes a quorum for the Axalta special meeting?

 

A:

In order for business to be conducted at the Axalta special meeting, a quorum must be present. Two or more persons present at the start of the Axalta special meeting and representing in person or by proxy in excess of 50% of the total issued voting shares at the Axalta special meeting will constitute a quorum. The proposals for consideration at the Axalta special meeting are considered “non-routine” matters under NYSE rules, and, therefore, brokers, banks, nominees and other holders of record are not permitted to vote on any of the matters to be considered at the Axalta special meeting if they have not received instructions from the applicable Axalta shareholder. If a beneficial owner of Axalta common shares held in “street name” does not give any voting instructions to the broker, bank, nominee or other holder of record, then those Axalta common shares will count towards quorum requirements if the broker, bank, nominee or other holder of record is present or represented at the Axalta special meeting but will not be voted on any proposal for which voting instructions have not been given.

 

Q:	What happens if the transaction is not completed?

 

A:	If the transaction is not completed for any reason, Axalta shareholders will not receive consideration for their Axalta common shares under the merger agreement and Axalta will remain an independent public

 

14

company with Axalta common shares continuing to be listed and traded on the NYSE. Upon a termination of the merger agreement, under certain circumstances, a termination payment of €150 million may be payable to either Axalta or AkzoNobel by the other party. For more information on the fee that may be payable upon termination of the merger agreement, see the section of this proxy statement/prospectus entitled “The Merger Agreement—Expenses and Termination Payments.”

 

Q:	Do any of the directors or executive officers of Axalta have interests in the transaction that may be different from or in addition to the interests of other shareholders of Axalta?

 

A:

Yes, certain directors and executive officers of Axalta have interests in the transaction that are different from, or in addition to, those of Axalta shareholders generally. The Axalta Board was aware of and considered these interests (to the extent then known), among other matters, in evaluating, negotiating and approving the merger agreement and in determining to recommend that Axalta shareholders approve the Axalta transaction-related proposals. For a detailed discussion of these interests, see the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Interests of Axalta’s Directors and Executive Officers in the Transaction.”

 

Q:	Why are Axalta shareholders being asked to vote on named executive officer compensation?

 

A:

The SEC has adopted rules that require Axalta to seek a nonbinding, advisory vote approving compensation that may be paid or become payable to Axalta’s named executive officers that is based on or otherwise relates to the merger (the “advisory compensation proposal”). Axalta urges its shareholders to read the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Interests of Axalta’s Directors and Executive Officers in the Transaction.”

 

Q:	What happens if the advisory compensation proposal is not approved?

 

A:

Approval of the advisory compensation proposal is not a condition to consummation of the merger. If the merger is consummated, Axalta may be obligated to pay all or a portion of this compensation to its named executive officers even if Axalta shareholders do not approve the advisory compensation proposal.

 

Q:	What shareholder vote is required for the approval of each proposal at the Axalta special meeting?

 

A:

Bye-laws proposal, advisory compensation proposal and adjournment proposal. Assuming a quorum is present, approval of the bye-laws proposal, the advisory compensation proposal and the adjournment proposal will require the affirmative vote of a majority of the votes cast on the proposals by holders of the Axalta common shares. Accordingly, abstentions and shares held by Axalta shareholders not in attendance at, and who have not submitted a proxy for, the Axalta special meeting, will have no direct effect on the outcome of any vote on the bye-laws proposal, the advisory compensation proposal or the adjournment proposal, assuming a quorum is present. Because none of the proposals to be voted on at the Axalta special meeting are routine matters for which brokers have discretionary authority to vote, Axalta does not expect there to be any broker non-votes at the Axalta special meeting.

Merger proposal. If the bye-laws proposal is approved by the Axalta shareholders, and assuming a quorum is present at the Axalta special meeting, approval of the merger proposal will require the affirmative vote of a majority of the votes cast by Axalta shareholders of issued Axalta common shares that are present (in person or by proxy) and voting at the Axalta special meeting, and if the bye-laws proposal is not approved by the Axalta shareholders, and assuming a quorum is present at the Axalta special meeting, approval of the merger proposal will require the affirmative vote of a three-fourths majority of the votes cast by Axalta shareholders of issued Axalta common shares that are present (in person or by proxy) and voting at the Axalta special meeting. Accordingly, abstentions and shares held by Axalta shareholders not in attendance at, and who have not submitted a proxy for, the Axalta special meeting, will have no direct effect on the outcome of any vote on the merger proposal, assuming a quorum is present.

 

15

Q:	What will happen if I fail to vote or abstain from voting on each proposal at the Axalta special meeting?

 

A:

If you are an Axalta shareholder and fail to vote, fail to instruct your broker, bank, nominee or other holder of record to vote, or abstain, it will have no direct effect on the outcome of any vote on the bye-laws proposal, the merger proposal, the advisory compensation proposal or the adjournment proposal, assuming a quorum is present.

 

Q:	How do I vote?

 

A:	If you are a shareholder of record, you may vote by using any of the following methods:

 

•

By Internet. You may submit your proxy through the internet by following the instructions set forth on the enclosed proxy card.

 

•

By Telephone. You may submit your proxy by calling the toll-free telephone number shown on the proxy card and following the recorded instructions.

 

•

By Mail. You may submit your proxy by properly completing, signing and dating the proxy card and sending it back to Axalta in the postage-paid envelope provided (if mailed in the United States).

 

•

At the Virtual Axalta Special Meeting. All Axalta shareholders of record may vote online during the Axalta special meeting via the internet at proxydocs.com/AXTASM. You may cast your vote electronically during the Axalta special meeting using the 16-digit control number found on your proxy card. We encourage you, however, to vote ahead of time through the internet, by telephone or by mail as described above even if you plan to attend the Axalta special meeting so that your shares will be voted in the event you later decide not to attend the Axalta special meeting.

If you are a beneficial owner of shares, you may vote by using any of the following methods:

 

•

Through the Internet. You may instruct your broker, bank, nominee or other holder of record to vote through the internet by following the instructions provided in the notice and the voting instruction form provided by your broker, bank, nominee or other holder of record.

 

•

By Telephone. You may instruct your broker, bank, nominee or other holder of record to vote by calling the toll-free number found on the voting instruction form provided by your broker, bank, nominee or other holder of record and following the recorded instructions.

 

•

By Mail. You may instruct your broker, bank, nominee or other holder of record to vote by completing, signing and dating the voting instruction form provided by your broker, bank, nominee or other holder of record and sending it back to the record holder in the envelope provided.

 

•

At the Virtual Axalta Special Meeting. If you are a beneficial owner of shares held in street name at the record date and you wish to vote in person at the Axalta special meeting, you must obtain a legal proxy from your broker, bank, nominee or other holder of record and present it at the Axalta special meeting. Please contact that organization for instructions regarding obtaining a legal proxy.

 

Q:	What is the difference between holding shares as a shareholder of record and as a beneficial owner?

 

A:

If your Axalta common shares are registered directly in your name with Axalta’s transfer agent, Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company), you are considered, with respect to those Axalta common shares, a shareholder of record. If your Axalta common shares are held in a stock brokerage account, by a broker, bank, nominee or other holder of record, you are considered the beneficial owner of Axalta common shares held in “street name.” The notice of the Axalta special meeting has been or will be sent to you by your broker, bank, nominee or other holder of record who is considered, with respect to those shares, to be the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank, nominee or other holder of record on how to vote the Axalta common shares in your account.

 

16

Q:	If my Axalta common shares are held in “street name” by my broker, bank, nominee or other holder of record, will my broker, bank, nominee or other holder of record automatically vote those shares for me?

 

A:

If your Axalta common shares are held in “street name” through a broker, bank, nominee or other holder of record you will receive instructions on how to vote from your broker, bank, nominee or other holder of record. You must follow those instructions in order for your Axalta common shares to be voted. If you hold your Axalta common shares in “street name” and you have not received a voting instruction form, please contact the broker, bank, nominee or other holder of record that holds your Axalta common shares of record as soon as possible so that you can be provided with a voting instruction form. If your Axalta common shares are not registered in your own name as of the record date and you would like to vote your Axalta common shares online at the Axalta special meeting, you must receive a voting instruction form with a 16-digit control number and obtain a valid “legal proxy” from the broker, bank, nominee or other holder of record that holds your Axalta common shares giving you the right to vote the Axalta common shares at the Axalta special meeting. If you do not have a control number, please contact your broker, bank, nominee or other holder of record so that you can be provided with a control number.

 

Q:	What should I do if I receive more than one set of voting materials for the Axalta special meeting?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus or multiple proxy or voting instruction cards. For example, if you hold your Axalta common shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Axalta common shares. Please submit each proxy and voting instruction card that you receive in accordance with the instructions provided in this proxy statement/prospectus to ensure that all of your Axalta common shares are voted.

 

Q:	If I give a proxy, how will my Axalta common shares be voted?

 

A:

If you provide a proxy, regardless of whether you provide that proxy by phone, the internet or completing and returning the enclosed proxy card, the individuals named on the enclosed proxy card will vote your Axalta common shares in the way that you indicate when providing your proxy in respect of the Axalta common shares you hold. When completing the phone or internet processes or the proxy card, you may specify whether your Axalta common shares should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the Axalta special meeting.

 

Q:	How will my Axalta common shares be voted if I return a blank proxy?

 

A:	If you sign a proxy card and return it without giving instructions for voting on any proposal, the Axalta common shares represented by that proxy card may be voted “FOR” the bye-laws proposal, “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

 

Q:	Can I change my vote after I have submitted my proxy?

 

A:	Yes. If you are an Axalta shareholder of record, you may change your vote or revoke your proxy at any time prior to the final vote at the Axalta special meeting by:

 

•

delivering to Axalta’s Corporate Secretary by mail at Axalta Coating Systems Ltd., 1050 Constitution Avenue, Philadelphia, PA 19112, an instrument revoking the proxy, prior to or at the Axalta special meeting;

 

•

delivering a new proxy in writing, through the internet or by telephone in accordance with the details set out in your proxy card, dated after the date of the proxy being revoked; or

 

•

attending the virtual Axalta special meeting and voting (attendance without casting a ballot will not, by itself, constitute revocation of a proxy).

 

17

If you are a beneficial owner of Axalta common shares, you may submit new voting instructions by contacting your broker, bank, nominee or other holder of record. You may also revoke your previous voting instructions by voting at the Axalta special meeting as described above.

 

Q:	If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my broker, bank, nominee or other holder of record?

 

A:

Yes. If your shares are held in an account at a broker, bank, nominee or other holder of record and you have delivered your voting instruction card or otherwise given instruction on how to vote your shares to your broker, bank, nominee or other holder of record, you should contact your broker, bank, nominee or other holder of record to change your vote.

 

Q:	What is a “broker non-vote”?

 

A:

If you are a beneficial owner whose Axalta common shares are held of record by a broker, bank, nominee or other holder of record, you must instruct your broker, bank, nominee or other holder of record how to vote your Axalta common shares. Brokers, banks, nominees and other holders of record who hold Axalta common shares in “street name” typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions on how to vote from the beneficial owner. However, brokers, banks, nominees or other holders of record typically are not allowed to exercise their voting discretion on matters that are “non-routine” without specific instructions on how to vote from the beneficial owner. Under the current rules of the NYSE, the bye-laws proposal, the merger proposal, the advisory compensation proposal and the adjournment proposal are non-routine. Therefore, brokers, banks, nominees or other holders of record do not have discretionary authority to vote on the bye-laws proposal, the merger proposal, the advisory compensation proposal or the adjournment proposal.

A broker non-vote with respect to Axalta common shares occurs when (i) an Axalta common share held by a broker, bank, nominee or other holder of record is present or represented at a meeting of Axalta shareholders, (ii) the beneficial owner of such Axalta common shares has not instructed his, her or its broker, bank, nominee or other holder of record on how to vote on a particular proposal and (iii) the broker, bank, nominee or other holder of record does not have discretionary voting power on such proposal. Brokers, banks, nominees and other holders of record do not have discretionary voting authority with respect to the bye-laws proposal, the merger proposal, the advisory compensation proposal or the adjournment proposal; therefore, if a beneficial owner of Axalta common shares held in “street name” does not give voting instructions to the broker, bank, nominee or other holder of record, then those Axalta common shares will count towards quorum requirements if the broker, bank or other holder of record is present or represented at the Axalta special meeting but will not be voted on any proposal for which voting instructions have not been given.

 

Q:	Where can I find the voting results of the Axalta special meeting?

 

A:	Within four business days following certification of the final voting results, Axalta intends to file the final voting results of the Axalta special meeting with the SEC in a Current Report on Form 8-K.

 

Q:	Do dissenting shareholders have dissenters’ or appraisal rights?

 

A:

Yes. Any dissenting shareholder is entitled to appraisal rights under Section 106 of the Bermuda Companies Act so long as they follow the procedures precisely and satisfy the conditions set forth in Section 106 of the Bermuda Companies Act. For more information regarding appraisal rights, see the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Statutory Appraisal Rights.” Failure to strictly comply with Section 106 of the Bermuda Companies Act may result in your waiver of, or inability to exercise, appraisal rights.

 

18

Q:	Are there any risks that I should consider in deciding whether to vote for the approval of the merger proposal?

 

A:

Yes. Before making any decision on whether and how to vote, you are urged to read carefully and in its entirety the section of this proxy statement/prospectus entitled “Risk Factors.” You also should read and carefully consider the risk factors with respect to Axalta that are contained in the documents that are incorporated by reference into this proxy statement/prospectus.

 

Q:	What happens if I sell my Axalta common shares after the record date but before the Axalta special meeting?

 

A:

The record date for the Axalta special meeting is earlier than the date of the Axalta special meeting. If you own Axalta common shares on the record date and transfer your shares after the record date but prior to the Axalta special meeting, you will retain your right to vote such Axalta common shares at the Axalta special meeting. However, you will have transferred the right to receive the merger consideration to the person to whom you transferred your Axalta common shares.

 

Q:	Who will solicit and pay the cost of soliciting proxies?

 

A:

Axalta and AkzoNobel will each bear their own costs related to the transaction, the retention of any information agent or other service provider in connection with the transaction and the fulfillment of their obligations pursuant to the merger agreement in connection with this proxy statement/prospectus, including the obligation of Axalta to cause the printing and mailing of this document. This proxy solicitation is being made by Axalta on behalf of the Axalta Board. Axalta has also retained Innisfree M&A Incorporated to assist in the solicitation of proxies for an estimated fee of $150,000, plus an additional success fee in an amount to be mutually agreed if Axalta shareholders approve the Axalta transaction-related proposals, plus an additional fee in an amount to be mutually agreed in the event of significant shareholder opposition to the transaction or if a third party announces a public offer to acquire at least a majority of the issued Axalta common shares, as well as reimbursement of certain customary fees and expenses. Axalta has also agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). In addition to this mailing, proxies may be solicited by Innisfree M&A Incorporated or by directors, officers or employees of Axalta or AkzoNobel or their respective affiliates in person, by mail, by telephone or by electronic transmission. None of the directors, officers or employees of Axalta or AkzoNobel will be directly compensated for such services.

 

Q:	When is the transaction expected to be completed?

 

A:

AkzoNobel and Axalta currently expect to consummate the mergers in late 2026 to early 2027, subject to receipt of Axalta shareholder approval and AkzoNobel shareholder approval and the required regulatory approvals and the satisfaction or waiver of the other conditions to the merger described in the merger agreement. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Conditions to the Merger” for additional information.

 

Q:	Is the completion of the transaction subject to any conditions?

 

A:

Yes. The obligations of each of AkzoNobel and Axalta to effect the merger are subject to the satisfaction (or, to the extent permitted by applicable law, waiver), at or prior to the completion date, of certain conditions specified in the merger agreement, including, among others, (i) at a special general meeting of the shareholders of Axalta, the approval and adoption of the merger, the merger agreement, the Bermuda statutory merger agreements and the transactions contemplated thereby, (ii) at a general meeting of shareholders of AkzoNobel, (a) the approval of AkzoNobel entering into the merger and the other actions contemplated by the merger agreement, (b) the approval of the amendment of AkzoNobel’s articles of

 

19

association to reflect the governance terms set forth in the merger agreement, with effect as of the amendment time, (c) the approval of issuance of the merger consideration and exclusion of pre-emption rights in connection therewith and (d) the appointment or reappointment, as applicable, of the relevant MergeCo Board nominees, with effect as of the amendment time, in the case of each of clauses (a) through (d), by holders of ordinary shares of AkzoNobel, (iii) declaration and payment of the pre-completion distribution, (iv) completion of the consultation process with AkzoNobel’s central works council in accordance with the terms of the merger agreement, which was completed in December 2025, (v) the approval of the merger consideration for listing on the NYSE, (vi) AkzoNobel having made publicly available a document in accordance with Regulation (EU) 2017/1129 as required in connection with the listing on Euronext Amsterdam of the AkzoNobel ordinary shares to be issued in the merger, (vii) the registration statement on Form F-4 with respect to the merger consideration having been declared effective by the SEC, (viii) the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of certain other clearances, approvals and consents under certain applicable foreign antitrust and regulatory laws, in each case, without the imposition of any terms, conditions or consequences that are materially burdensome, and (ix) other customary conditions for a transaction of this type, such as (a) the absence of any legal restraint prohibiting the consummation of the transactions contemplated by the merger agreement, (b) the accuracy of Axalta and AkzoNobel’s representations and warranties, subject to customary qualifications, (c) compliance by Axalta and AkzoNobel, respectively, in all material respects with its obligations under the merger agreement and (d) the absence of a material adverse effect on Axalta or AkzoNobel. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Conditions to the Merger” for additional information.

 

Q:	What equity stake will Axalta shareholders hold in AkzoNobel immediately following the transaction?

 

A:

As of the date of this proxy statement/prospectus, based on the current number of Axalta common shares and AkzoNobel shares outstanding and reserved for issuance, AkzoNobel and Axalta estimate that, immediately following completion, the pre-merger AkzoNobel shareholders will own approximately 55% and pre-merger Axalta shareholders will own approximately 45% of MergeCo ordinary shares on a pro forma basis. The relative ownership of Axalta shareholders and AkzoNobel shareholders in MergeCo immediately following the merger will depend on the number of AkzoNobel shares and Axalta common shares issued immediately prior to the merger.

 

Q:	If I am an Axalta shareholder, how will I receive the merger consideration to which I am entitled?

 

A:

Promptly after the effective time, the exchange agent will mail to you a letter of transmittal and related instructions. Upon receipt by the exchange agent of your properly completed and executed letter of transmittal, together with either (i) the surrender of your share certificate(s) or (ii) transfer of a book entry share, and any such other documents required pursuant to the instructions, the exchange agent will deliver to you the merger consideration, including cash in lieu of the issuance of any fractional shares and any dividends or distributions payable with respect to the merger consideration, to which you are entitled.

If you are a holder of Axalta common shares in book-entry form, which are held through the Depository Trust Company (“DTC”), the exchange agent will transmit to DTC or its nominees as soon as reasonably practicable after the effective time, upon surrender of book-entry shares held of record by DTC or its nominees, the merger consideration, including cash in lieu of the issuance of any fractional shares and any dividends or distributions payable with respect to the merger consideration.

 

Q:	What are the material U.S. federal income tax consequences of the mergers?

 

A:

AkzoNobel and Axalta intend for the mergers, taken together, to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code (the “Code”) for U.S. federal income tax purposes. It is the opinion of Cravath, Swaine & Moore LLP that the mergers (1) will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (2) will not result in gain being recognized under

 

20

Section 367(a)(1) of the Code (other than for any U.S. Holder of Axalta common shares that would be a “5-percent shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(b)(1)) of MergeCo following the mergers that does not enter into a five-year gain recognition agreement pursuant to Treasury Regulations Section 1.367(a)-8(c)).

Assuming the mergers, taken together, so qualify, U.S. Holders (as defined in the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Material U.S. Federal Income Tax Consequences of the Mergers”) of Axalta common shares will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of MergeCo ordinary shares in exchange for Axalta common shares in the mergers, other than gain or loss, if any, with respect to any cash received in lieu of fractional MergeCo ordinary shares. Although AkzoNobel and Axalta intend and expect the mergers to qualify as a “reorganization,” completion is not conditioned on the mergers qualifying as a “reorganization” or upon the receipt of an opinion from counsel or ruling from the Internal Revenue Service (the “IRS”) to that effect.

The material U.S. federal income tax consequences of the mergers to U.S. Holders are discussed in more detail in the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Material U.S. Federal Income Tax Consequences of the Mergers.” The discussion of the material U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the mergers that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.

TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGERS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGERS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

 

Q:	What should I do now?

 

A:

You should read this proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope provided (if mailed in the United States) or submit your voting instructions by telephone or over the internet as soon as possible so that your shares will be voted in accordance with your instructions.

 

Q:	How can I find more information about Axalta or AkzoNobel?

 

A:	You can find more information about Axalta and AkzoNobel from the various sources described under the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information.”

 

Q:	Whom do I call if I have questions about the Axalta special meeting or the transaction?

 

A:	If you have any questions about the transaction or the Axalta special meeting, or desire additional copies of this proxy statement/prospectus, proxy cards or voting instruction forms, you should contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders may call toll-free: +1 877 750 0854

Brokers and banks may call collect: +1 212 750 5833

 

21

 

22

 

23

 

24

 

25

 

26

 

27

 

28

 

29

 

30

 

31

 

32

 

33

 

34

 

35

 

36

 

37

 

38

 

39

 

40

 

41

RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement/prospectus, before making a decision on the merger proposal or the other proposals presented herein. In the event you become a holder of MergeCo ordinary shares following completion, you will be subject to all risks inherent in the business of AkzoNobel Group in addition to the risks relating to Axalta Group. The market value of your MergeCo ordinary shares will reflect the performance of the business relative to, among other things, that of the competitors of AkzoNobel Group and Axalta Group and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. For information about the filings incorporated by reference in this proxy statement/prospectus, see the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information.”

Risks Relating to the Transaction and MergeCo Group

Because the market value of AkzoNobel ordinary shares may fluctuate and the exchange ratio is fixed and will not be adjusted for changes in the market price of AkzoNobel ordinary shares, Axalta shareholders cannot be sure of the market value of the merger consideration that they will receive in the transaction.

Upon completion, Axalta shareholders will be entitled to receive 0.6539 AkzoNobel ordinary shares (the “exchange ratio”) for each Axalta common share that they own, subject to the terms and conditions set forth in the merger agreement described under the sections of this proxy statement/prospectus entitled “The Merger Agreement—Effect of the Merger and Merger Consideration.” The implied value of the merger consideration proposed for each Axalta common share as of November 17, 2025 (the last trading day of AkzoNobel ordinary shares and Axalta common shares prior to AkzoNobel’s and Axalta’s announcement of their entry into the merger agreement) taking into account the pre-completion distribution, was approximately $30.25 per Axalta common share (as determined by multiplying the closing price of an AkzoNobel ordinary share on Euronext Amsterdam on November 17, 2025 and the Euro-Dollar exchange rate on such date by the exchange ratio of 0.6539).

Because the exchange ratio is fixed and will only be adjusted in certain limited circumstances (including reclassifications, recapitalizations, stock splits (including reverse stock splits), combinations, exchanges or readjustments of shares, or stock dividends or similar transactions involving AkzoNobel or Axalta), the value of the merger consideration will depend on the market price of AkzoNobel ordinary shares as of the effective time. The merger consideration will not be adjusted for changes in the market price of AkzoNobel ordinary shares or Axalta common shares or in currency exchange rates between the date of signing the merger agreement and the effective time. In addition, there will be a lapse of time between the date on which Axalta shareholders vote on the merger proposal at the Axalta special meeting and the date on which Axalta shareholders entitled to receive the merger consideration actually receive the merger consideration.

The market value of the merger consideration and the market value of Axalta common shares at the effective time may vary significantly from their respective values on the date that the merger agreement was executed or at other dates, such as the date of this proxy statement/prospectus, the date of the Axalta special meeting or the date on which an Axalta shareholder actually receives the merger consideration. These changes may result from a variety of factors, including changes in AkzoNobel’s or Axalta’s respective businesses, operations or prospects, regulatory considerations and general business, market, industry or economic conditions. The merger consideration will not be adjusted to reflect the comparative value of the Euro and the U.S. dollar or the market price of AkzoNobel ordinary shares or Axalta common shares. Therefore, the aggregate value of the merger consideration that an Axalta shareholder is entitled to receive at the effective time could vary significantly from the value of the merger consideration on the date of this proxy statement/prospectus, the date of the Axalta special meeting or the date on which an Axalta shareholder actually receives the merger consideration. Accordingly, at the time of the Axalta special meeting, the value of the merger consideration will not be known.

 

42

AkzoNobel ordinary shareholders and Axalta shareholders are urged to obtain current market quotations for AkzoNobel ordinary shares and Axalta common shares. See the section of this proxy statement/prospectus entitled “Comparative Per Share Market Price” for more information about the market price of AkzoNobel ordinary shares and Axalta common shares on certain dates.

The market price for MergeCo ordinary shares may be affected by different factors from those that historically have affected the market price of Axalta common shares.

Upon completion, Axalta shareholders who receive MergeCo ordinary shares in the transaction will become MergeCo shareholders. AkzoNobel Group’s businesses differ in certain respects from those of Axalta Group, and, accordingly, the results of operations of MergeCo Group will be affected by some factors that are different from those currently affecting the results of operations of Axalta Group. For a discussion of the businesses of Axalta Group and AkzoNobel Group and of some important factors to consider in connection with those businesses, see the section of this proxy statement/prospectus entitled “Business of AkzoNobel Group” and the documents incorporated by reference in this proxy statement/prospectus in respect of Axalta and referred to in the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information.” For a discussion of risk factors relating to AkzoNobel Group’s and Axalta Group’s respective businesses, see the section of this proxy statement/prospectus below entitled “—Risks Relating to AkzoNobel Group’s Business and Industry” and “—Risks Relating to Axalta Group’s Business.”

There is no assurance when or if the transaction will be completed.

Completion is subject to the satisfaction (or, to the extent permitted by applicable law, waiver), at or prior to the completion date, of certain conditions specified in the merger agreement, including, among others, (i) at a special general meeting of the shareholders of Axalta, the approval and adoption of the merger, the merger agreement, the Bermuda statutory merger agreements and the transactions contemplated thereby, (ii) at an extraordinary general meeting of shareholders of AkzoNobel, (a) the approval of AkzoNobel entering into the merger and the other actions contemplated by the merger agreement, (b) the approval of the amendment of AkzoNobel’s articles of association to reflect the governance terms set forth in the merger agreement, with effect as of the amendment time, (c) the approval of issuance of the merger consideration and exclusion of pre-emption rights in connection therewith and (d) the appointment or reappointment, as applicable, of the relevant MergeCo Board nominees, with effect as of the amendment time, in the case of each of clauses (a) through (d), by holders of ordinary shares of AkzoNobel, (iii) declaration and payment of the pre-completion distribution, (iv) completion of the consultation process with AkzoNobel’s central works council in accordance with the terms of the merger agreement, which was completed in December 2025, (v) the approval of the merger consideration for listing on the NYSE, (vi) AkzoNobel having made publicly available a document in accordance with Regulation (EU) 2017/1129 as required in connection with the listing on Euronext Amsterdam of the AkzoNobel ordinary shares to be issued in the merger, (vii) the registration statement on Form F-4 with respect to the merger consideration having been declared effective by the SEC, (viii) the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of certain other clearances, approvals and consents under certain applicable foreign antitrust and regulatory laws, in each case, without the imposition of any terms, conditions or consequences that are materially burdensome, and (ix) other customary conditions for a transaction of this type, such as (a) the absence of any legal restraint prohibiting the consummation of the transactions contemplated by the merger agreement, (b) the accuracy of Axalta and AkzoNobel’s representations and warranties, subject to customary qualifications, (c) compliance by Axalta and AkzoNobel, respectively, in all material respects with its obligations under the merger agreement and (d) the absence of a material adverse effect on Axalta or AkzoNobel. There can be no assurance as to when these conditions will be satisfied or waived, if at all, that other events will not intervene to delay or result in the failure to complete the transaction or that satisfaction of these conditions will not require undue diversion of financial resources or management time and attention. If completion is delayed, it would prolong the period of uncertainty for Axalta and AkzoNobel and may result in additional costs to their businesses and, if the transaction is not completed, none of the anticipated benefits of the transaction would materialize.

 

43

Axalta and AkzoNobel must obtain regulatory approvals to consummate the transaction, which could delay completion or, if not obtained, could prevent completion. In addition, conditions imposed by governmental or regulatory agencies in connection with their approvals may adversely impact the business, financial condition or results of operations of MergeCo Group.

Completion is conditioned upon, among other things, the expiration or early termination of the waiting period relating to the transaction under the HSR Act and antitrust or merger control filings or clearances, including, among others, the European Union and the United Kingdom and certain filings or clearings in connection with certain foreign investment and foreign subsidy laws, in each case, without the imposition of any terms, conditions or consequences that are materially burdensome. The governmental and regulatory agencies from which AkzoNobel and Axalta will seek these approvals have broad discretion in administering the applicable governing regulations. Pursuant to the merger agreement, AkzoNobel and Axalta will use their reasonable best efforts to obtain such approvals and have further agreed to take all actions as may be reasonably necessary to obtain such approvals, subject to the limitations set forth in the merger agreement. No assurance can be given that AkzoNobel and Axalta will obtain the required regulatory clearances and approvals in the time frame required or at all, or that the required conditions to the merger will be satisfied, and, if all required approvals are obtained and the conditions to the merger are satisfied, no assurance can be given as to the terms and conditions of such approvals or clearances. If a regulatory condition is not satisfied prior to the long stop date, AkzoNobel or Axalta may terminate the merger agreement. If the merger agreement is terminated, the transaction will not be completed. Any delay in completion for regulatory reasons could diminish the anticipated benefits of the merger or result in additional transaction costs.

Conditions imposed by regulatory agencies in connection with their approval of the transaction may require changes to the current operations or assets of AkzoNobel Group and/or Axalta Group. Such conditions may adversely impact the business, financial condition or results of operations of MergeCo Group and the anticipated benefits of the merger.

Each of AkzoNobel and Axalta filed its respective HSR Act notifications with respect to the transaction on January 21, 2026. On February 20, 2026, AkzoNobel and Axalta each received a request for additional information and documentary material, often referred to as a “second request,” from the FTC under the HSR Act. AkzoNobel and Axalta commenced the pre-filing notification process with the European Commission (European Union) on January 26, 2026, and initiated the corresponding pre-notification phase with the CMA on March 13, 2026. For more information, see the sections of this proxy statement/prospectus entitled “The Merger Agreement—Conditions to the Merger” and “The Merger Agreement—Efforts to Complete the Merger.”

Certain Axalta agreements may contain change of control or anti-assignment provisions that may be triggered by the transaction and that, if acted upon or not waived, could cause MergeCo to lose the benefit of such agreement(s) and incur liabilities or replacement costs, which could have an adverse effect on MergeCo Group. In addition, MergeCo Group may experience loss of customers, suppliers, distributors and other business relationships following completion, which could have an adverse effect on MergeCo Group.

Axalta is party to, or may become party to after the date hereof, various agreements with third parties that may contain change of control or anti-assignment provisions that may be triggered upon completion. Agreements with such provisions may provide for or permit the termination of the agreement upon the occurrence of a change of control of, or the assignment of such contract by, one of the parties unless it is waived by the relevant counterparties. In the event that there is such a contract or arrangement requiring a consent or waiver in relation to the transaction or the merger agreement for which such consent or waiver was not obtained, MergeCo could lose the benefit of the underlying agreement and incur liabilities or replacement costs, which could have an adverse effect on the operations of MergeCo Group.

In addition, the announcement and pendency of the transaction could cause disruptions in and create uncertainty surrounding AkzoNobel Group’s and Axalta Group’s respective businesses, including affecting

 

44

AkzoNobel Group’s and Axalta Group’s relationships with existing and future customers, suppliers and other business partners, which could have an adverse effect on MergeCo Group’s business, results of operations and financial condition following completion.

MergeCo Group may not realize all of the anticipated benefits of the transaction.

There is a risk that some or all of the expected benefits of the transaction may fail to materialize, or may not occur within the time periods anticipated by AkzoNobel and Axalta. The realization of such benefits may be affected by a number of factors, many of which are beyond the control of AkzoNobel and Axalta. The challenge of integrating previously independent businesses makes evaluating the business and future financial prospects of MergeCo Group following the transaction difficult. Axalta and AkzoNobel have operated, and, until completion, will continue to operate, independently and the past financial performance of each of Axalta and AkzoNobel may not be indicative of the future financial performance of MergeCo Group. The success of the transaction, including anticipated benefits and cost savings, will depend, in part, on the ability to successfully integrate the operations of both companies in a manner that results in various benefits, including, among other things, accelerated growth, an expanded market reach, the combination of complimentary brand portfolios, an enhanced customer proposition and operating efficiencies, without materially disrupting existing customer relationships or resulting in decreased revenues or dividends due to the full or partial loss of customers (including as a result of existing customers of both Axalta Group and AkzoNobel Group seeking to reduce their exposure to MergeCo Group as a single supplier). Unanticipated events, liabilities or tax impacts or unknown pre-existing issues may arise or become apparent which could result in the costs of integration being higher than the realizable benefits. It is also possible that the process of integrating the existing businesses of AkzoNobel and Axalta takes longer or is more costly than anticipated, including as a result of increased regulatory and compliance burdens, or could result in the disruption of the respective businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of MergeCo Group to maintain existing business relationships. In addition, the success of the transaction will depend, in part, on successfully addressing possible differences in business backgrounds, cultures and philosophies between AkzoNobel and Axalta. Any difficulties in this regard could adversely affect MergeCo Group’s ability to realize the anticipated benefits of the transaction.

Failure to realize some or all of the anticipated benefits of the transaction may impact the financial performance of MergeCo Group, the price of the MergeCo ordinary shares and the ability of MergeCo to continue paying dividends on its ordinary shares at levels per share consistent with the current dividend or at all. The declaration of dividends by MergeCo will be at the discretion of its board of directors, which may determine at any time to cease paying dividends, lower the dividend level per share or not increase the dividend level per share.

Because MergeCo is a holding company and substantially all of its operations will be conducted through its subsidiaries, its ability to pay dividends on the MergeCo ordinary shares depends on its ability to obtain cash dividends or other cash payments or to obtain loans from such entities.

MergeCo’s ability to pay dividends is limited under Dutch company law, which limits a Dutch public limited company to only pay cash dividends or make other distributions to the extent (i) that its equity exceeds the sum of its paid-up and called-up share capital and the reserves it must maintain pursuant to Dutch law and its articles of association, (ii) it can continue to pay its debts due following the payment of the dividend or the distribution and (iii) it has sufficient distributable reserves and cash available for this purpose. MergeCo will conduct substantially all of its operations through its subsidiaries and such entities will generate substantially all of its operating income and cash flow. As a holding company, MergeCo’s ability to pay dividends in the future is affected by a number of factors, principally its ability to receive sufficient dividends from its subsidiaries. The ability of such entities to make dividend payments to MergeCo depends largely on their financial condition and ability to generate profits. In addition, because MergeCo’s subsidiaries will be separate and distinct legal entities, they will have, to the extent they have not agreed otherwise by entering into a separate agreement with MergeCo, no obligation to pay any dividends or to lend or advance to MergeCo funds and may be restricted from doing so by contract, including under financing arrangements, under charter provisions, by other shareholders or under the

 

45

applicable laws and regulations of the various countries in which they operate. Additionally, claims of the creditors of MergeCo’s subsidiaries have (and will continue to have) priority over any claims that MergeCo may have with respect to the assets of its subsidiaries. Although MergeCo intends to maintain a balanced dividend policy, there can be no assurance that, in the long-term, MergeCo’s subsidiaries will generate sufficient profits and cash flows, or otherwise prove willing or able, to pay dividends or lend or advance to MergeCo sufficient funds to enable it to pay interest, principal or expenses to any third party, if any, or to enable it to declare and pay dividends, if any, on the MergeCo ordinary shares. The inability of one or more of MergeCo’s subsidiaries to pay dividends or lend or advance funds to MergeCo could, in the long-term, have a material adverse effect on its business, cash flows, financial condition and results of operations.

The announcement and pendency of the transaction could adversely affect each of AkzoNobel Group’s and Axalta Group’s respective businesses, results of operations, financial condition and/or prospects.

The announcement and pendency of the transaction could cause disruptions in and create uncertainty surrounding AkzoNobel Group’s and Axalta Group’s respective businesses, including affecting AkzoNobel Group’s and Axalta Group’s relationships with existing and future employees, customers, suppliers and other partners in the business community, which could have an adverse effect on AkzoNobel Group’s or Axalta Group’s respective businesses, results of operations, financial condition and/or prospects, regardless of whether the transaction is completed. AkzoNobel Group and Axalta Group could also potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or adversely impacted. In addition, each of AkzoNobel and Axalta has expended, and continues to expend, significant management resources in an effort to complete the transaction, which are being diverted from AkzoNobel Group’s and Axalta Group’s respective day-to-day operations.

If the transaction is not completed, AkzoNobel’s and Axalta’s share prices may fall, including if and to the extent that the current prices of AkzoNobel ordinary shares and Axalta common shares reflect a market assumption that the transaction will be completed. In addition, the failure to complete the transaction may result in negative publicity or a negative impression of AkzoNobel and Axalta in the investment community and may affect AkzoNobel Group’s and Axalta Group’s relationships with employees, customers, suppliers and other partners in the business community.

AkzoNobel Group and Axalta Group will incur substantial transaction fees and costs in connection with the transaction.

AkzoNobel Group and Axalta Group have incurred and expect to incur additional material nonrecurring expenses in connection with the transaction and completion contemplated by the merger agreement, including costs relating to obtaining required approvals. AkzoNobel Group and Axalta Group have incurred significant financial services, accounting, tax and legal fees in connection with the process of negotiating and evaluating the terms of the transaction. Additional significant unanticipated costs may be incurred in the course of integrating the businesses of AkzoNobel Group and Axalta Group after completion. Even if the transaction is not completed, AkzoNobel Group and Axalta Group will need to pay certain costs relating to the transaction incurred prior to the date the transaction was abandoned, such as financial advisory, accounting, tax, legal, filing and printing fees. Such costs may be significant and could have an adverse effect on the parties’ future results of operations, cash flows and financial condition.

In addition to its own fees and expenses, in the event that the merger agreement is terminated by Axalta to enter into an agreement providing for a superior proposal or by AkzoNobel following a change in recommendation by the Axalta Board or in the event that Axalta enters into an agreement providing for, or consummates, an alternative transaction within 12 months following the termination of the merger agreement in certain circumstances, Axalta may be required to pay AkzoNobel a termination payment equal to €150 million. In addition to its own fees and expenses, in the event that the merger agreement is terminated by AkzoNobel to enter into an agreement providing for a superior proposal or by Axalta following a change in recommendation by

 

46

either of the AkzoNobel boards or in the event that AkzoNobel enters into an agreement providing for, or consummates, an alternative transaction within 12 months following the termination of the merger agreement in certain circumstances, AkzoNobel may be required to pay Axalta a termination payment equal to €150 million. For more information, see the section entitled “The Merger Agreement—Expenses and Termination Payments.”

The Pro Forma Financial Information of AkzoNobel Group and Axalta Group is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of MergeCo Group following completion.

The Pro Forma Financial Information included in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of AkzoNobel Group and Axalta Group, is presented for illustrative purposes only and should not be considered to be an indication of the results of operations or financial condition of MergeCo Group following completion. In addition, the Pro Forma Financial Information included in this proxy statement/prospectus is based in part on certain assumptions regarding the transaction that AkzoNobel Group believes to be reasonable as of the date of filing. These assumptions may not prove to be accurate, and other factors may affect MergeCo Group’s results of operations or financial condition following completion. Accordingly, the historical and Pro Forma Financial Information included in this proxy statement/prospectus does not necessarily represent MergeCo Group’s results of operations and financial condition had Axalta Group and AkzoNobel Group operated as a combined entity during the periods presented, or of MergeCo Group’s results of operations and financial condition following completion. MergeCo Group’s potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties that may be encountered by recently combined companies.

In preparing the Pro Forma Financial Information contained in this proxy statement/prospectus, AkzoNobel Group and Axalta Group have given effect to, on a preliminary basis, among other items, completion, accounting policy alignment, the payment of the pre-completion distribution and the indebtedness of MergeCo Group after refinancing parts of the indebtedness of Axalta Group on a combined basis after giving effect to the transaction. The Pro Forma Financial Information does not reflect all of the costs that are expected to be incurred by AkzoNobel Group and Axalta Group in connection with the transaction. For more information, see the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information,” including the notes thereto.

AkzoNobel or Axalta may waive one or more of the completion conditions without re-soliciting AkzoNobel shareholder approval or Axalta shareholder approval, respectively.

Certain conditions to AkzoNobel’s and Axalta’s obligations, respectively, to complete the transaction may be waived, in whole or in part, to the extent legally permissible, either unilaterally or by agreement between AkzoNobel or Axalta. For example, if the AkzoNobel Boards determine that declaring and paying the pre-completion distribution would be inconsistent with their fiduciary duties, AkzoNobel may unilaterally waive the pre-completion distribution condition. If one or more conditions to the transaction are waived by AkzoNobel or Axalta, in whole or in part, the parties will evaluate whether waiver of such condition or conditions is material and amendment of this proxy statement/prospectus or any re-solicitation of proxies or voting cards (as applicable) would be warranted. In the event that any such waiver does not require re-solicitation of AkzoNobel’s shareholders or Axalta’s shareholders or the amendment of this proxy statement/prospectus or any re-solicitation of proxies or voting cards (as applicable), the parties will have the discretion to complete the transaction without seeking further approval of AkzoNobel shareholders or Axalta shareholders, as applicable.

The opinions of Axalta’s financial advisors rendered to the Axalta Board do not reflect changes in circumstances between the date of such opinions and completion.

The Axalta Board received a written opinion from J.P. Morgan, dated November 17, 2025, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the exchange ratio in the proposed transaction was fair, from a financial point of view, to the holders of Axalta’s common shares. The

 

47

Axalta Board has also received a written opinion from Evercore, dated November 17, 2025, to the effect that, as of the date thereof and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Evercore in preparing its opinion, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders of Axalta’s common shares (other than holders of Excluded Shares). However, the Axalta Board has not obtained updated opinions as of the date of this proxy statement/prospectus. Changes in the operations and prospects of AkzoNobel Group or Axalta Group, general market and economic conditions and other factors that may be beyond the control of AkzoNobel or Axalta, and on which the forecasts and assumptions used by Axalta’s financial advisors in connection with rendering their respective opinions may have been based, may significantly alter the value of AkzoNobel or Axalta or the prices of the AkzoNobel ordinary shares or of the Axalta common shares by the time the transaction is completed. The opinions did not speak as of the time the transaction will be completed or as of any date other than the date of such opinions and the Axalta Board does not anticipate asking its financial advisors to update their opinions. The Axalta Board’s recommendation that Axalta shareholders vote “FOR” approval of the merger proposal, however, is made as of the date of this proxy statement/prospectus. For a description of the opinions that the Axalta Board received from its financial advisors, see the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Opinions of Axalta’s Financial Advisors.” A copy of the opinions of Evercore and J.P. Morgan, Axalta’s financial advisors, are attached in Annex D and Annex E, respectively, to this proxy statement/prospectus and are incorporated by reference herein in their entirety.

Changes in global macroeconomic and geopolitical conditions and/or significant volatility in the capital, credit and commodities markets may materially and adversely affect MergeCo Group’s business, financial position, results of operations or cash flows.

MergeCo Group’s business will involve the sale of paint, coatings and related products to segments of the economy that are cyclical in nature, including segments relating to construction, housing, manufacturing, automotive, marine and protective, and aviation. Macroeconomic and other factors beyond MergeCo Group’s control could reduce demand from these segments of the economy for MergeCo Group’s products and materially adversely affect MergeCo Group’s business, financial condition, results of operations or cash flows. MergeCo Group will also be exposed to risks arising out of geopolitical events or political developments that may hinder economic or financial activity levels and may, directly or indirectly, impact regional or global trade and/or MergeCo Group’s customers, suppliers and other partners in the business community.

Significant disruption or volatility in global financial markets, or a general tightening of credit availability, could adversely affect MergeCo Group’s ability to access capital markets to refinance existing debt obligations or to otherwise obtain financing to support their operations on favorable terms, or at all. In addition, a tightening of credit in financial markets could also adversely affect the ability of MergeCo Group’s customers to obtain financing to support their operations, which could impact MergeCo Group’s business, financial condition, results of operations or cash flows.

While the merger agreement is in effect, AkzoNobel, Axalta and their respective subsidiaries’ businesses are subject to restrictions on their business activities. Furthermore, the merger agreement limits the ability of Axalta and AkzoNobel to pursue alternatives to the transaction and may discourage third parties from trying to acquire Axalta or AkzoNobel prior to completion.

Under the merger agreement, AkzoNobel, Axalta and their respective subsidiaries have agreed to certain restrictions on the conduct of their respective businesses and generally must operate their respective businesses in the ordinary course prior to completing the transaction (unless AkzoNobel or Axalta obtains the other’s consent in advance, as applicable, which is not to be unreasonably withheld, conditioned or delayed), which may restrict AkzoNobel Group’s and Axalta Group’s ability to execute certain of their respective business strategies. These restrictions may prevent AkzoNobel Group and Axalta Group from pursuing otherwise attractive business opportunities, making certain investments or acquisitions, selling assets, engaging in capital expenditures in excess of certain agreed limits, continuing share repurchase programs, incurring indebtedness or making changes to AkzoNobel Group’s or Axalta Group’s respective businesses prior to completion or termination of the merger

 

48

agreement. These restrictions could have an adverse effect on AkzoNobel Group’s or Axalta Group’s respective business, financial results, financial condition or share prices, as applicable.

In addition, the merger agreement contains provisions that make it more difficult for Axalta and AkzoNobel to pursue alternatives to the transaction, including provisions that prohibit Axalta and AkzoNobel from (i) initiating, approaching, soliciting, knowingly encouraging, knowingly facilitating or knowingly inducing, subject to certain exceptions set forth in the merger agreement, any inquiry or the making, submission or announcement of any proposal, request or offer that constitutes, or would reasonably be expected to lead to or result in, an alternative proposal (as defined for each party in the merger agreement), (ii) (A) entering into, continuing or participating in any discussions or negotiations with any third party with respect to an alternative proposal, (B) providing any nonpublic or confidential information or data to any third party with respect to an alternative proposal or (C) granting any waiver, amendment or release of or under any confidentiality, standstill or similar agreement, (iii) approving or recommending (or proposing publicly to approve or recommend) any alternative proposal or (iv) approving, adopting, entering into or recommending, (or proposing to approve, adopt, enter into or recommend) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, business combination agreement, joint-venture agreement, option agreement, partnership agreement or other similar agreement relating to any alternative proposal or any offer or proposal that would reasonably be expected to lead to an alternative proposal. In the event that AkzoNobel terminates the merger agreement after the Axalta Board makes an adverse recommendation change or Axalta terminates the merger agreement after the AkzoNobel Board of Management or AkzoNobel Supervisory Board makes an adverse recommendation change, then Axalta or AkzoNobel, as applicable, may be required to pay to the other party a termination payment of €150 million and €150 million, respectively.

The parties believe these provisions are reasonable and not preclusive of other offers, but these provisions may discourage a third party that has an interest in acquiring all or a significant part of either AkzoNobel or Axalta from considering or proposing an acquisition proposal and may limit (i) Axalta’s ability to pursue offers from third parties that could result in greater value to Axalta shareholders than the merger consideration and (ii) AkzoNobel’s ability to pursue offers from third parties that could create greater value for its shareholders. Furthermore, the termination payments described above may result in a potential competing acquirer proposing to pay a lower per-share price to acquire the applicable party than it might otherwise have proposed to pay because of the added expense of the termination payment that may become payable by such party in certain circumstances.

See the sections of this proxy statement/prospectus entitled “The Merger Agreement—Exclusivity Provisions and Restrictions” and “The Merger Agreement—Expenses and Termination Payments” for a more complete discussion of the restrictions under the merger agreement and the circumstances under which the termination payments may be payable by Axalta or AkzoNobel, as applicable.

The termination of the merger agreement could negatively impact Axalta.

If the transaction is not completed for any reason, including as a result of Axalta shareholders failing to approve the merger proposal, the ongoing businesses of Axalta may be adversely affected and, without realizing any of the anticipated benefits of having completed the transaction, Axalta would be subject to a number of risks, including the following:

 

•

Axalta may experience negative reactions from the financial markets, including a decline of its share price (which may reflect a market assumption that the transaction will be completed);

 

•

Axalta may experience negative reactions from the investment community, its customers, suppliers, distributors, regulators and employees and other partners in the business community;

 

•

Axalta may be required to pay certain costs relating to the transaction, whether or not the transaction is completed; and

 

49

•

matters relating to the transaction will have required substantial commitments of time and resources by Axalta management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Axalta had the transaction not been contemplated.

If the merger agreement is terminated and the Axalta Board seeks another merger, business combination or other transaction, Axalta shareholders cannot be certain that Axalta will find a party willing to offer equivalent or more attractive consideration than the merger consideration Axalta shareholders would receive from MergeCo Group in the transaction. If the merger agreement is terminated under certain circumstances specified in the merger agreement, Axalta may be required to pay AkzoNobel a termination payment of €150 million.

See the sections of this proxy statement/prospectus entitled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Expenses and Termination Payments” for a more complete discussion of the circumstances under which the merger agreement could be terminated and when the termination payment may be payable by Axalta.

Directors and executive officers of Axalta have interests in the transaction that may differ from the interests of Axalta shareholders generally, including, if the transaction is completed, the receipt of financial and other benefits.

In considering the recommendation of the Axalta Board, you should be aware that Axalta’s directors and executive officers may have interests in the transaction that are different from, or in addition to, those of Axalta shareholders generally. These interests may include, among others, the treatment of outstanding Axalta equity awards pursuant to the merger agreement, the payment of severance benefits and acceleration of outstanding Axalta equity awards upon certain terminations of employment and MergeCo Group’s agreement to indemnify Axalta directors and executive officers against certain claims and liabilities. These interests are described in more detail in the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Interests of Axalta’s Directors and Executive Officers in the Transaction.”

Except in specified circumstances, if the transaction is not completed by May 18, 2027, subject to extension in specified circumstances, either AkzoNobel or Axalta may choose not to proceed with the transaction.

Either Axalta or AkzoNobel may terminate the merger agreement if the transaction has not been completed by May 18, 2027 (or, if all completion conditions, other than certain conditions set forth in the merger agreement related to regulatory approvals, have been satisfied or waived, by November 18, 2027). However, this right to terminate the merger agreement will not be available to AkzoNobel or Axalta if such party’s breach of any provision of the merger agreement has been the proximate cause of a completion condition not being satisfied by such date. In the event that the merger agreement is terminated, the transaction will not be completed, the anticipated benefits of having completed the transaction will not be realized and the ongoing businesses of Axalta and AkzoNobel may be adversely affected.

For more information, see the section of this proxy statement/prospectus entitled “The Merger Agreement—Termination of the Merger Agreement.”

Following completion, there may be less publicly available information concerning MergeCo than there is for issuers that are not foreign private issuers because, as a foreign private issuer, MergeCo would be exempt from a number of rules under the U.S. Exchange Act and would be permitted to file less information with the SEC than issuers that are not foreign private issuers and MergeCo, as a foreign private issuer, would be permitted to follow home country practice in lieu of the listing requirements of NYSE, subject to certain exceptions.

As a foreign private issuer under the U.S. Exchange Act, MergeCo would be exempt from certain rules under the U.S. Exchange Act, and would not be required to file periodic reports and financial statements with the

 

50

SEC as frequently or as promptly as companies whose securities are registered under the U.S. Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material nonpublic information. In addition, MergeCo would be exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the U.S. Exchange Act. The MergeCo principal shareholders would be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the U.S. Exchange Act. Accordingly, following completion, there may be less publicly available information concerning MergeCo than there is for companies whose securities are registered under the U.S. Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by MergeCo in accordance with Dutch law, which may differ in substance or timing from such disclosure requirements under the U.S. Exchange Act.

Further, as a foreign private issuer, MergeCo would be subject to less stringent corporate governance requirements under the NYSE rules. Subject to certain exceptions, the rules of the NYSE permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of the NYSE, including, for example, certain internal controls as well as certain board, committee and director independence requirements. MergeCo would be required to disclose any significant way in which its corporate governance practices differ from those followed by U.S. domestic companies under the NYSE listing standings in its annual report on Form 20-F filed with the SEC or on its website. Accordingly, you may not have the same protections afforded to shareholders of companies that are required to comply with all of the NYSE corporate governance requirements.

MergeCo Group’s operations as a public company will be subject to numerous legal and regulatory regimes and MergeCo Group’s business could be harmed by changes to, or interpretation or application of, the laws and regulations of each of the jurisdictions in which it operates, including U.S. securities laws and regulations. There can be no assurance that MergeCo Group’s internal control over financial reporting will be sufficient.

AkzoNobel is not currently subject to the reporting requirements of the U.S. Exchange Act, the Sarbanes-Oxley Act or the other rules and regulations of the SEC. However, following completion, MergeCo will be a foreign private issuer and subject to such SEC reporting requirements and regulations. As such, AkzoNobel expects MergeCo Group to incur significant legal, accounting and other expenses that AkzoNobel did not incur previously, including costs associated with its SEC reporting requirements. MergeCo’s senior management and other personnel will need to devote a substantial amount of time to comply with these requirements. Moreover, these rules and regulations will increase MergeCo Group’s legal and financial compliance costs and will make some activities more time-consuming and costly. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

In particular, MergeCo will be subject to the U.S. Exchange Act and compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. The Sarbanes-Oxley Act requires, among other things, that MergeCo Group maintain and periodically evaluate its internal control over financial reporting and disclosure controls and procedures. In particular, MergeCo Group will need to perform system and process evaluation and testing of internal control over financial reporting to allow management and its independent registered public accounting firm to report on the effectiveness of its internal control over financial reporting, as required by the rules and regulations of the SEC regarding Section 404 of the Sarbanes-Oxley Act. The first management report, attestation and certification in respect of internal controls over financial reporting will be required for the year following MergeCo’s first annual report required to be filed with the SEC, which is expected to be the year ending December 31, 2027. Failure to remediate material weaknesses in MergeCo Group’s internal control over financial reporting may result in MergeCo Group being unable to prevent or detect misstatements on a timely basis and its financial statements may be materially misstated. MergeCo Group will need to evaluate areas such

 

51

as corporate governance, corporate control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. However, these and other measures MergeCo Group will take may not be sufficient to allow it to satisfy its obligations as a public company on a timely and reliable basis.

Further, loss of MergeCo’s foreign private issuer status could result in significant additional cost and expense. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. In order to maintain MergeCo’s status as a foreign private issuer, either a majority of MergeCo’s outstanding voting securities must be directly or indirectly held of record by non-residents of the U.S., or, if a majority of MergeCo’s outstanding voting securities are directly or indirectly held of record by residents of the U.S., a majority of MergeCo’s executive officers or directors may not be U.S. citizens or residents, more than 50% of MergeCo’s assets cannot be located in the U.S. and MergeCo’s business must be administered principally outside the U.S. If MergeCo loses its foreign private issuer status, MergeCo will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. MergeCo would also have to mandatorily comply with U.S. federal proxy requirements, and MergeCo’s officers, directors and principal shareholders will become subject to the short-swing profit recovery provisions of Section 16 of the U.S. Exchange Act. In addition, MergeCo would lose its ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the NYSE. As a result, in the event that MergeCo becomes a U.S. listed public company that is not a foreign private issuer, MergeCo would incur significant additional legal, accounting and other expenses that it would otherwise not incur as a foreign private issuer.

While MergeCo Group intends to transition to reporting financial results under U.S. GAAP, MergeCo Group may initially report financial results under IFRS, which differs in certain significant respects from U.S. GAAP.

AkzoNobel Group currently reports financial results under IFRS. While MergeCo Group intends to transition to reporting financial results under U.S. GAAP following completion, there can be no assurance as to the timing of such transition, which would require significant time, resources and expense, and therefore MergeCo Group may initially report under IFRS. There are and there may in the future be certain material differences between IFRS and U.S. GAAP. As a result, financial information and reported earnings of AkzoNobel Group and MergeCo Group for historical or future periods prepared in accordance with IFRS would be different than if they were prepared in accordance with U.S. GAAP and, as a result, you may not be able to meaningfully compare such financial statements with those of companies that prepare financial statements under U.S. GAAP.

AkzoNobel is, and MergeCo will be, organized under the laws of the Netherlands and a substantial portion of its assets are, and will be, and many of its directors and officers reside, and will reside, outside of the United States. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States against AkzoNobel, or, following completion, MergeCo or against AkzoNobel’s or, following completion, MergeCo’s officers and members of the AkzoNobel Boards or MergeCo Board.

AkzoNobel is, and MergeCo will be, organized under the laws of the Netherlands. A substantial portion of AkzoNobel Group’s, and thus MergeCo’s, assets are located outside the United States, and many of AkzoNobel’s current and MergeCo’s anticipated directors and officers and some of the experts named in this proxy statement/prospectus are residents of jurisdictions outside of the United States and the assets of such persons may be located outside of the United States. As a result, it may be difficult for investors to effect service within the United States upon AkzoNobel, or, following completion, MergeCo and those directors, officers and experts, or to enforce judgments obtained in U.S. courts against AkzoNobel, or, following completion, MergeCo or such persons either inside or outside of the United States, or to enforce in U.S. courts judgments obtained against AkzoNobel, or, following completion, MergeCo or such persons in courts in jurisdictions outside the United States, in any action predicated upon the civil liability provisions of the federal securities laws of the United States.

 

52

There is no certainty that civil liabilities predicated solely upon the federal securities laws of the United States can be enforced in the Netherlands, whether by original action or by seeking to enforce a judgment of U.S. courts. In addition, punitive damages awards in actions brought in the United States or elsewhere may be unenforceable in the Netherlands. See the section of this proxy statement/prospectus entitled “Enforceability of Civil Liabilities.”

The market price of MergeCo ordinary shares may decline as a result of the transaction. In addition, the transaction may not be accretive, and may be dilutive, to MergeCo’s earnings per share, which may negatively affect the implied value of the MergeCo ordinary shares following the transaction.

In connection with completion, AkzoNobel (which is referred to as MergeCo following completion) expects to issue approximately 147 million AkzoNobel ordinary shares (which are referred to as MergeCo ordinary shares following completion) and certain Axalta equity awards will be converted into an equivalent equity award of MergeCo pursuant to and in accordance with the merger agreement. The issuance of these new AkzoNobel ordinary shares (which are referred to as MergeCo ordinary shares following completion) could have the effect of depressing the market price of MergeCo ordinary shares following completion. The increase in the number of MergeCo ordinary shares may lead to sales of such MergeCo ordinary shares or the perception that such sales may occur, either of which may adversely affect the market for, or the market price of, MergeCo ordinary shares.

AkzoNobel and Axalta currently project that the transaction will result in a number of benefits, including accelerated growth, increased scale, expanded market reach, the combination of complementary brand portfolios and an enlarged platform for profitable growth, and that it will ultimately be accretive to MergeCo’s earnings per share. This projection is based on preliminary estimates that may materially change. Future events and conditions could reduce or delay the accretion that is currently projected or result in the transaction being dilutive to MergeCo’s earnings per share, including adverse changes in market conditions, additional transaction and integration-related costs and other factors such as the failure to realize some or all of the benefits anticipated from the transaction. Any dilution of, reduction in or delay of any accretion to MergeCo’s earnings per share could cause the price of MergeCo ordinary shares and the implied value of the MergeCo ordinary shares to decline or grow at a reduced rate.

An active trading market for MergeCo ordinary shares may not develop, which would adversely affect the liquidity and price of MergeCo ordinary shares.

AkzoNobel ordinary shares are not listed on any U.S. stock exchange. Following completion, an active trading market for the MergeCo ordinary shares may never develop or, if developed, may not be sustained. If an active public market for MergeCo ordinary shares does not develop, the market price and liquidity of MergeCo ordinary shares may be adversely affected. MergeCo shareholders may be unable to sell their MergeCo ordinary shares unless a market can be established and sustained.

The MergeCo ordinary shares will have different rights from the Axalta common shares.

Certain of the rights associated with Axalta common shares are different from the rights associated with AkzoNobel ordinary shares (which are referred to as MergeCo ordinary shares following completion) when issued. See the section of this proxy statement/prospectus entitled “Comparison of Rights of MergeCo Shareholders and Axalta Shareholders” for a discussion of the different rights associated with MergeCo ordinary shares and Axalta common shares.

In particular, the laws of the Netherlands, the jurisdiction in which AkzoNobel (which is referred to as MergeCo following completion) is incorporated, limit the circumstances under which shareholders of a company may bring derivative actions on behalf of that company. In most cases, only the corporation may be the claimant or plaintiff for the purposes of maintaining proceedings in respect of any wrongful act committed against it and the permission of the court is required to maintain any derivative action, which is able to be brought by

 

53

shareholders. In addition, the laws of the Netherlands do not afford appraisal rights to dissenting shareholders in the form typically available to shareholders of a Bermuda corporation. Dutch law also requires that shareholders approve or authorize certain capital structure decisions (including in respect of the issuance of shares, the exclusion of preemptive rights and share repurchases), which may limit MergeCo Group’s flexibility to manage its capital structure.

Current Axalta shareholders who receive AkzoNobel ordinary shares in the transaction and current AkzoNobel shareholders will have a reduced ownership and voting interest in MergeCo after the transaction.

In connection with completion, AkzoNobel (which is referred to as MergeCo following completion) expects to issue approximately 147 million AkzoNobel ordinary shares (which are referred to as MergeCo ordinary shares following completion) to Axalta shareholders pursuant to and in accordance with the merger agreement. As a result, it is expected that, immediately after completion, former Axalta shareholders who receive AkzoNobel ordinary shares in connection with completion will own approximately 45% of the outstanding AkzoNobel ordinary shares, and current AkzoNobel shareholders will own approximately 55% of the outstanding AkzoNobel ordinary shares, following completion. In addition, MergeCo ordinary shares may be issued from time to time following the effective time to holders of Axalta equity awards on the terms set forth in the merger agreement. See the sections of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Interests of Axalta’s Directors and Executive Officers in the Transaction” and “The Merger Agreement—Treatment of Axalta Equity Awards” for a more detailed explanation.

Consequently, former Axalta shareholders and current AkzoNobel shareholders will each have significantly less influence over the management and policies of MergeCo Group than they currently have over the management and policies of Axalta Group or AkzoNobel Group, respectively.

Axalta or AkzoNobel may become the target of securities class actions and derivative lawsuits, as applicable, which could result in substantial costs and may delay or prevent the transaction from being completed.

Shareholder derivative lawsuits may be brought against Axalta and its board of directors and litigation in connection with the transaction may be brought against AkzoNobel. Such lawsuits are often brought against companies that have entered into merger agreements. An adverse judgment could result in monetary damages, which could have a negative impact on Axalta Group’s or AkzoNobel Group’s respective liquidity and financial condition and, even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the transaction, then that injunction may delay or prevent the transaction from being completed, which may adversely affect Axalta Group’s or AkzoNobel Group’s or, if the transaction is completed, MergeCo Group’s business, financial position or results of operations.

The transaction may affect the application of new or existing tax rules to MergeCo Group, which could result in a material impact on MergeCo Group’s cash tax liabilities and tax charges.

Changes in tax laws, such as those recently enacted by the current administration in the United States, could result in a material impact on the cash tax liabilities and tax charges of MergeCo Group. MergeCo Group will have a greater presence in the United States following the transaction than the existing AkzoNobel Group, which means that changes to tax rules in the United States could have a more significant impact. Such an impact could also arise from changes in the application of existing tax rules, including Dutch tax rules, to AkzoNobel Group as a result of the transaction. In either case, this could result in a reduction in financial results depending upon the nature of the change.

 

54

Prior to completion, AkzoNobel Group and Axalta Group (and with effect from completion, MergeCo Group) may have difficulty attracting, motivating and retaining executives and other employees in light of the transaction.

MergeCo Group’s success after the transaction will depend in part on AkzoNobel Group’s and Axalta Group’s ability to retain and motivate key executives and other employees in the period prior to completion and MergeCo Group’s own ability to retain and motivate key executives and other employees following completion. Uncertainty about the effect of the transaction on AkzoNobel Group and Axalta Group employees may have an adverse effect on each of AkzoNobel Group and Axalta Group and consequently on MergeCo Group. This uncertainty may impair, prior to completion, AkzoNobel Group’s and/or Axalta Group’s, and following completion, MergeCo Group’s, ability to attract, retain and motivate personnel. Employees of AkzoNobel Group or Axalta Group may be at a greater risk of departing, and it may be more difficult to motivate these employees, due to matters relating to the transaction, including, without limitation, uncertainty and difficulty of integration, financial security or a desire not to become employees of MergeCo. In addition, MergeCo Group may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent if employees do depart. Employee retention may be particularly challenging during the pendency of the transaction, as employees of AkzoNobel Group and Axalta Group may experience uncertainty about their future roles in MergeCo Group.

Additionally, under agreements between Axalta and certain of its employees, such employees could potentially resign from employment on or after the effective time under circumstances that could result in severance payments and benefits being provided to such employees and/or accelerated vesting of their equity awards. These payments and benefits, individually or in the aggregate, could make retention of Axalta Group’s employees more difficult.

As a result of the foregoing, MergeCo Group’s ability to realize the anticipated benefits of the transaction may be materially and adversely affected. No assurance can be given that Axalta Group, AkzoNobel Group or, following completion, MergeCo Group will be able to attract, retain or motivate employees to the same extent that AkzoNobel Group and Axalta Group have been able to attract, retain and motivate employees in the past.

The financial forecasts are based on various assumptions that may not be realized and actual results likely will differ, and may differ materially, from those reflected in such financial forecasts.

The financial estimates set forth in the forecasts included under the section “Proposal 2: The Merger Proposal—Certain Axalta and AkzoNobel Group Unaudited Prospective Financial Information” were based on assumptions of, and information available to, Axalta’s or AkzoNobel’s, as applicable, management when prepared and these estimates and assumptions are subject to uncertainties, many of which are beyond Axalta’s or AkzoNobel’s, as applicable, control, and involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized or undertaken and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which Axalta and AkzoNobel operate. No assurances can be made regarding future events and the estimates and assumptions underlying such financial forecasts, which may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining MergeCo’s future results. As a result of these contingencies, actual future results may vary materially from the estimates. In view of these uncertainties, the inclusion of financial estimates in this proxy statement/prospectus is not, and should not be viewed as, a representation that the forecasted results will reflect actual future results and actual results likely will differ, and may differ materially, from those reflected in such financial forecasts.

The financial estimates set forth in the forecasts included under the section “Proposal 2: The Merger Proposal—Certain Axalta and AkzoNobel Group Unaudited Prospective Financial Information” were not

 

55

prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it was made, and Axalta and AkzoNobel and, following consummation of the transaction, MergeCo do not undertake any obligation, other than as required by applicable law, to update or otherwise revise any of the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances, even in the event that any or all of the underlying assumptions are shown to be in error. The prospective financial information included in this document has been prepared by, and is the responsibility of, Axalta management or AkzoNobel management, as applicable. No accounting firm has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information included under the section “Proposal 2: The Merger Proposal—Certain Axalta and AkzoNobel Group Unaudited Prospective Financial Information” and, accordingly, no accounting firm expresses an opinion or any other form of assurance with respect thereto.

The auditor reports included in or incorporated by reference in this document relate solely to the historical financial information of AkzoNobel and Axalta, respectively. They do not extend to the unaudited prospective financial information and should not be read to do so.

See the section of this proxy statement/prospectus “Proposal 2: The Merger Proposal—Certain Axalta and AkzoNobel Group Unaudited Prospective Financial Information.”

MergeCo Group will have a significant amount of indebtedness, which will limit its liquidity and financial flexibility, and any downgrade of its credit rating could adversely impact MergeCo Group. MergeCo Group may also incur additional indebtedness in the future.

As of March 31, 2026, before taking into consideration the debt financing for the pre-completion distribution, AkzoNobel Group and Axalta Group had total long-term borrowings of approximately €4.8 billion and approximately $3.1 billion, respectively. Accordingly, including the debt financing for the pre-completion distribution, MergeCo Group will have substantial indebtedness following completion. In addition, subject to the limits contained in the documents governing such indebtedness, MergeCo Group may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions or for other purposes. MergeCo Group’s indebtedness and other financial commitments have important consequences to its business, including, but not limited to:

 

•

making it more difficult for MergeCo Group to satisfy its obligations with respect to indebtedness due to the increased debt-service obligations, which could, in turn, result in an event of default on such indebtedness;

 

•

requiring MergeCo Group to dedicate a substantial portion of its cash flows from operations to debt service payments, thereby limiting its ability to fund working capital, capital expenditures, investments or acquisitions and other general corporate purposes;

 

•

increasing MergeCo Group’s vulnerability to general adverse economic and industry conditions, including low commodity price environments;

 

•

limiting MergeCo Group’s ability to obtain additional financing due to higher costs and more restrictive covenants;

 

•

limiting MergeCo Group’s flexibility in planning for, or reacting to, changes in its business and the industry in which it operates; and

 

•

placing MergeCo Group at a competitive disadvantage compared with its competitors that have proportionately less debt and fewer guarantee obligations.

In addition, AkzoNobel and Axalta receive credit ratings from rating agencies with respect to their indebtedness. Any credit downgrades resulting from the merger or otherwise could adversely impact MergeCo

 

56

Group’s ability to access financing and trade credit, require MergeCo Group to provide additional letters of credit or other assurances under contractual arrangements and increase MergeCo Group’s interest rate under any credit facility borrowing as well as the cost of any other future debt.

MergeCo’s maintenance of two exchange listings for a period of time may adversely affect liquidity in the market for MergeCo ordinary shares and result in differences in the trading prices of MergeCo ordinary shares on the NYSE and Euronext Amsterdam.

Trading in MergeCo ordinary shares on the NYSE and Euronext Amsterdam will take place in different currencies (U.S. dollars on the NYSE and Euros on Euronext Amsterdam) and at different times (resulting from the differences in time zones, trading hours and trading days for the NYSE and Euronext Amsterdam).

The dual listing may adversely affect liquidity and trading prices for MergeCo ordinary shares on one or more of the exchanges due to the above-mentioned factors or other circumstances, which may be beyond MergeCo Group’s control. For example, the dual listing may increase share price volatility as trading will be split between the two markets, resulting in less liquidity on the two exchanges. Different liquidity levels, trading volumes, market conditions and regulatory conditions (including the imposition of capital controls) on the two exchanges may result in different prevailing prices and any decrease in the price of the ordinary shares on one exchange could cause a decrease in the trading price of MergeCo ordinary shares on the other exchange.

Investors could seek to sell or buy MergeCo ordinary shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both the prices and the volumes of MergeCo ordinary shares available for trading on the exchanges. In addition, investors may not be able to sell or buy MergeCo ordinary shares on an exchange in case of a technological malfunction or other failure, which may further increase the risk of arbitrage activities and create unexpected volatility in the trading price of MergeCo ordinary shares.

Pursuant to the merger agreement, AkzoNobel undertakes to take all necessary actions to delist its ordinary shares from Euronext Amsterdam as soon as practicable following the completion date. AkzoNobel currently expects its ordinary shares to be dual listed for up to 12 months following the completion date.

Risks Relating to AkzoNobel Group’s Business and Industry

Risks Relating to AkzoNobel Group’s Global Operations

Changes in global macroeconomic and geopolitical conditions and/or significant volatility in the capital, credit and commodities markets may materially adversely affect AkzoNobel Group’s business, financial position, results of operations or cash flows.

AkzoNobel Group’s business involves the sale of paint, coatings and related products to segments of the economy that are cyclical in nature, particularly segments relating to construction, housing, manufacturing, automotive, marine and protective, and aviation. Macroeconomic and other factors beyond AkzoNobel Group’s control have in the past and could in the future reduce demand from these segments of the economy for AkzoNobel Group’s products, including as a result of depressed demand for AkzoNobel Group’s customers’ products or services, and materially adversely affect AkzoNobel Group’s business, financial condition, results of operations or cash flows. For example, during difficult economic times, homeowners or project developers may refrain from seeking repairs or beginning new construction. Similarly, periods of reduced global economic activity could hinder global industrial output or cause AkzoNobel Group’s customers to reduce their levels of inventory (also referred to as destocking practices), which could decrease demand for AkzoNobel Group’s products. AkzoNobel Group’s Decorative Paints businesses are specifically exposed to the cyclical nature of building and construction and consumer confidence. These businesses can be impacted by country-specific housing market downturns, as evidenced most recently in China. In AkzoNobel Group’s global Performance Coatings businesses, demand is associated with overall industrial production and can be adversely affected by

 

57

decreases in overall economic activity as well as shifts in global trade flows. Further, individual businesses are exposed to more industry-specific demand drivers that fluctuate, such as new aircraft deliveries in aerospace, cyclical new build rates in marine and protective coatings and accident rates in vehicle refinishes.

The AkzoNobel Group’s Performance Coatings and Decorative Paints businesses are both exposed to fluctuation in regional demand, with changes in consumer behavior or macroeconomic confidence in certain key regions affecting the overall performance of each segment. Disruptions in Europe, the United States or other economies, or weakening of emerging markets, such as China, South East Asia or Latin America, could adversely affect AkzoNobel Group’s business, financial condition, results of operations or cash flows, and specifically the currency risk and exposure in such markets. Economic and market conditions could be affected by a number of factors, including new or extended economic sanctions, supply chain disruption, protectionist policies or trade barriers (including tariffs), volatility in commodity prices, changing consumer behavior in the markets that AkzoNobel Group and its customers serve, rapid changes to the economic environment due to the adoption of technology, digitization, automation, artificial intelligence (“AI”), decarbonization, or due to the consequences of climate change.

AkzoNobel Group is also exposed to risks arising out of geopolitical events or political developments that may hinder economic or financial activity levels and may, directly or indirectly, impact regional or global trade and/or AkzoNobel Group’s customers and counterparties. AkzoNobel Group’s business and performance could be negatively affected by political events, geopolitical tensions, war and armed conflict (for example, the Russia-Ukraine conflict and the Iran and wider Middle East conflicts), terrorist acts or threats, more severe and frequent extreme weather events, widespread public health crises and the responses to any of the above scenarios by various governments and markets. For example, the conflict in the Middle East which escalated in Q1 2026 will likely bring further volatility. At present, AkzoNobel Group generates only a low single digit percentage of its total revenues from this region; however, the implications of this conflict on global raw material prices, logistics costs and raw material availability could have a material adverse effect on AkzoNobel Group’s business, financial condition, results of operations or cash flows. See “—Terrorist activities and other acts of violence, civil unrest, or war, pandemics and other health crises, among other events beyond AkzoNobel Group’s control, may materially adversely affect AkzoNobel Group’s business, financial condition, results of operations or cash flows.”

Further, a tightening of credit in financial markets could adversely affect the ability of AkzoNobel Group’s customers to obtain financing to support their operations, which could result in a decrease in or cancellation of orders for AkzoNobel Group’s products and services and impact the ability of AkzoNobel Group’s customers to make payments owed to it. Similarly, a tightening of credit in financial markets could adversely affect AkzoNobel Group’s supplier base and increase the potential for one or more of AkzoNobel Group’s suppliers to experience financial distress or bankruptcy, which could impact AkzoNobel Group’s ability to procure materials in a timely manner or at all. Furthermore, a tightening of credit in financial markets could make it more difficult for AkzoNobel Group’s customers to borrow to fund construction activity, manufacturing operations and other capital projects, which in turn reduces demand for AkzoNobel Group’s products and may adversely impact AkzoNobel Group’s business, financial condition, results of operations or cash flows.

Customer behavior has also been impacted, and may continue to be impacted, by inflationary pressure in the markets in which AkzoNobel Group operates (including, but not limited to, in hyperinflationary countries such as Argentina and Turkey). In addition to customer behavior, inflationary pressure may continue to adversely impact profits generated in such countries. Shifts in consumer behavior have adversely affected and may continue to adversely affect the demand for new residential homes, existing home turnover and new nonresidential construction. Any worsening in these segments will reduce the demand for some of AkzoNobel Group’s products and may adversely impact AkzoNobel Group’s business, financial condition, results of operations or cash flows.

 

58

The loss of, or significant declines in purchases by, or AkzoNobel Group’s failure to meet AkzoNobel Group’s obligations to, any of AkzoNobel Group’s largest customers could adversely affect AkzoNobel Group’s business, financial condition, results of operations or cash flows.

AkzoNobel Group has certain customers that, individually, purchase a large amount of products from it, and AkzoNobel Group is also reliant on distributors to assist it in selling AkzoNobel Group’s products. The loss of any of AkzoNobel Group’s large customers, or the loss of a significant amount of sales to any of AkzoNobel Group’s large customers, could have an adverse effect on AkzoNobel Group’s business, financial condition, results of operations or cash flows. For example, there are certain markets, like aviation, where limited customers make up a large part of AkzoNobel Group’s business within the market.

Consolidation of any of AkzoNobel Group’s customers could decrease AkzoNobel Group’s customer base and thereby exacerbate AkzoNobel Group’s customer concentration risk. For example, the loss of any of AkzoNobel Group’s large customers or significant changes in their level of purchases, as a result of changes in business conditions, working capital levels, product requirements, consolidation, inventory destocking or otherwise, could have a material adverse effect on AkzoNobel Group’s business, financial condition, results of operations or cash flows.

In addition, certain key customers have substantial purchasing power and leverage in negotiating contractual arrangements with AkzoNobel Group. These customers have demanded and may in the future demand contract terms that differ considerably from AkzoNobel Group’s standard terms and conditions. Large orders have also resulted and may in the future result in significant liabilities if AkzoNobel Group fails to provide the quantity and quality of product at the required delivery times or fails to meet other obligations under the contracting terms. While AkzoNobel Group attempts to contractually limit its potential liability, AkzoNobel Group has agreed to, and may in the future agree to, contracting terms favorable to counterparties to secure these orders. Such actions have exposed AkzoNobel Group, and in the future could expose AkzoNobel Group, to significant additional risks should AkzoNobel Group fail to meet its obligations. Any such future failures may result in a material adverse impact on AkzoNobel Group’s business, financial condition, results of operations or cash flows.

AkzoNobel Group is dependent on its distributor network and third-party delivery services for the distribution and export of certain of AkzoNobel Group’s products. A significant disruption in these services, or significant increases in prices for these services, protectionist policies, trade barriers, and tariffs, may disrupt AkzoNobel Group’s ability to export material or increase AkzoNobel Group’s costs.

AkzoNobel Group ships a significant portion of AkzoNobel Group’s products to its customers through AkzoNobel Group’s distributor network as well as independent third-party delivery companies. If any of AkzoNobel Group’s key distributors or third-party delivery providers experiences a significant disruption, AkzoNobel Group’s products may not be timely delivered. Distributors may also decide to reduce their levels of inventory with respect to AkzoNobel Group’s products, which could have a material adverse impact on AkzoNobel Group’s business, financial condition, results of operations or cash flows. In addition, if any of AkzoNobel Group’s third-party delivery providers increase prices and AkzoNobel Group is not able to pass along these increases to customers, find comparable alternatives or adjust its delivery network, AkzoNobel Group’s business, financial condition, results of operations or cash flows could be adversely affected.

AkzoNobel Group is dependent on certain of its manufacturing facilities where specific products can only be made at such facilities.

Certain of AkzoNobel Group’s products can only be made at specific facilities (e.g., in the aerospace and vehicle refinishes markets). Any disruption of operations at one of these facilities has in the past significantly affected and could in the future significantly affect AkzoNobel Group’s production, distribution or ability to fulfill its contractual obligations, including to AkzoNobel Group’s largest customers, and has in the past and could in the future damage AkzoNobel Group’s customer relationships, and its business, financial condition, results of operations or cash flows could be adversely affected.

 

59

AkzoNobel Group handles and transports certain inherently hazardous materials that could result in liabilities or unanticipated costs.

In AkzoNobel Group’s business, AkzoNobel Group and its suppliers handle and transport hazardous materials. If mishandled or released into the environment, whether by AkzoNobel Group or providers who are contracted for transportation, these materials could cause substantial property damage, environmental harm or personal injuries which may result in significant legal claims against AkzoNobel Group, which may have a material adverse effect on its business, financial condition, results of operations, cash flows and reputation. In addition, evolving regulations concerning the handling and transportation of certain materials could result in increased future capital or operating costs.

Unexpected price increases, business and supply chain interruptions or declines in the supply of raw materials could adversely affect AkzoNobel Group’s business, financial position, results of operations or cash flows.

AkzoNobel Group’s manufacturing processes consume significant amounts of raw materials, the costs of which are subject to change based on fluctuations in worldwide supply and demand as well as other factors beyond AkzoNobel Group’s control, including persistent inflationary pressures. AkzoNobel Group uses a significant amount of raw materials such as titanium dioxide and organic pigments and raw materials derived from crude oil and natural gas. While the majority of AkzoNobel Group’s raw material inputs are fourth to sixth generation derivatives (which refers to the number of downstream processing steps of crude oil and natural gas involved, i.e. first generation includes the basis outputs from refining and cracking crude oil and natural gas (e.g., ethylene and propylene), whereas fourth to sixth generation includes highly processed, specialized chemicals created through multiple chemical reactions (e.g., resins and additives)) of crude oil and natural gas, volatile oil and gas prices, as well as other unrelated factors, can cause significant variations in AkzoNobel Group’s raw materials costs, affecting AkzoNobel Group’s operating results. While AkzoNobel Group attempts to limit the impact of fluctuations in the prices of raw materials by implementing certain raw material price adjustment mechanisms based on index pricing in certain of AkzoNobel Group’s contractual arrangements, such mechanisms may be ineffective and often lag market price changes, and AkzoNobel Group can provide no assurance that it will be able to secure such contractual terms in future contracts or renewals of existing contracts. As a result, in rising raw material price environments, AkzoNobel Group may be unable to pass along these increased costs to its customers. Additionally, in declining raw material price environments, AkzoNobel Group may not realize raw material cost savings because of such lags, or customers may seek price concessions from AkzoNobel Group greater than any raw material cost savings it realizes. If AkzoNobel Group is not able to fully offset the effects of higher raw materials costs, or if customers demand greater raw material price concessions than AkzoNobel Group obtains in low raw material cost environments, AkzoNobel Group’s financial results could deteriorate.

Additionally, AkzoNobel Group obtains certain of AkzoNobel Group’s raw materials, like titanium dioxide, from selected key suppliers. Factors such as political instability, higher tariffs, supply chain disruptions, adverse weather conditions and natural disasters (including those that may be related to climate change or otherwise), armed conflicts and wars, or public health crises have impacted and may in the future disrupt the availability of raw material and fuel supplies, adversely impact AkzoNobel Group’s ability to meet customer demands for some of AkzoNobel Group’s products or adequately staff and maintain operations at affected facilities, and may increase AkzoNobel Group’s costs. In addition, environmental and social regulations, including regulations related to climate change or otherwise, may in the future negatively impact AkzoNobel Group or its suppliers in terms of availability and cost of raw materials, as well as sources and supply of energy. In the event AkzoNobel Group experiences supply chain disruptions from its suppliers, AkzoNobel Group may not be able to timely shift, if at all, to internal production or secure alternate sources in order to prevent significant impacts to its business, or AkzoNobel Group may experience quality issues with raw materials and energy sourced from alternate sources. If AkzoNobel Group is unable to offset such disruptions through internal production or alternate sources, AkzoNobel Group may experience adverse impacts to its business, financial condition, results of operations or cash flows. Although AkzoNobel Group’s production processes are not energy intensive and AkzoNobel Group continually increases its

 

60

use of sustainable energy sources, a significant increase in energy prices and supply disruptions could adversely impact AkzoNobel Group’s business, financial condition, results of operations or cash flows.

If any sole source supplier of raw materials ceases supplying raw materials to AkzoNobel Group, or if any of AkzoNobel Group’s key suppliers is unable to meet its obligations in a timely fashion or at an acceptable price, or at all, AkzoNobel Group may be forced to incur higher costs to obtain the necessary raw materials elsewhere or, in limited instances, AkzoNobel Group may not be able to obtain the necessary raw materials. Additionally, in certain instances, AkzoNobel Group relies on third parties to toll manufacture certain of AkzoNobel Group’s intermediates and products. If any of AkzoNobel Group’s key tolling partners ceases to provide toll manufacturing services to AkzoNobel Group, either permanently or temporarily, AkzoNobel Group would be required to arrange for alternative manufacturing arrangements, which AkzoNobel Group may not be able to arrange on financially attractive terms, on a timely basis or at all.

In addition to the risks associated with raw materials prices, supplier capacity constraints, supplier production disruptions, including supply disruptions or supply shortages of key raw materials, packaging, and/or spare parts from AkzoNobel Group’s sole source or other key suppliers, supply chain and logistics congestion and disruptions, increasing costs for energy and freight could result in harm to AkzoNobel Group’s manufacturing capabilities or supply imbalances that may have a material adverse effect on AkzoNobel Group’s business, financial condition, results of operations or cash flows. Moreover, rising costs of freight, logistics, energy and labor may increase AkzoNobel Group’s cost of sales and reduce AkzoNobel Group’s profitability, as has been the case (for example, labor cost increases) in the past three years.

Catastrophic events, adverse weather conditions and natural disasters (including those that may be related to climate change or otherwise) may reduce the demand for some of AkzoNobel Group’s products, impact AkzoNobel Group’s ability to meet the demand for AkzoNobel Group’s products or create supply chain disruptions and increased costs, and could have a negative effect on AkzoNobel Group’s sales, earnings or cash flows.

From time to time, catastrophic events, adverse weather conditions and natural disasters (including those that may be related to climate change or otherwise) have caused business disruptions and have had an adverse effect on AkzoNobel Group’s sales, manufacturing and distribution of paint, coatings and related products. For example, in 2025, one of AkzoNobel Group’s manufacturing facilities was significantly damaged as a result of a fire, causing production at the affected manufacturing facility to discontinue in that facility for the remainder of the year. AkzoNobel Group’s facilities and systems are not fully redundant, and AkzoNobel Group’s disaster recovery planning may not be sufficient to meet business needs in the event of disruptions. In the event that catastrophic events, adverse weather conditions or a natural disaster cause significant damage to any one or more of AkzoNobel Group’s principal manufacturing or distribution facilities, AkzoNobel Group may not be able to manufacture the products needed to meet customer demand, which could have an adverse effect on AkzoNobel Group’s sales of certain paint, coatings and related products.

Also, from time to time, the impact of these risks to AkzoNobel Group’s suppliers has had or may have an adverse effect on AkzoNobel Group’s sales, manufacture and distribution of certain of AkzoNobel Group’s products. Catastrophic events, adverse weather conditions or natural disasters and their impacts have in the past resulted, and may in the future result, in industry-wide supply chain disruptions, increased raw material and other costs, and AkzoNobel Group’s hindered ability to manufacture the products needed to fully meet customer demand.

In any of these instances, an adverse effect on sales may cause a reduction in AkzoNobel Group’s earnings or cash flow.

Relatedly, demand for AkzoNobel Group’s products is also affected by seasonality as a portion of AkzoNobel Group’s business is seasonal due to weather conditions. In particular, the Decorative Paints business is sensitive to seasonality, with business often stronger in the second and third quarters of the calendar year than

 

61

in the first or fourth quarters. Consequently, seasonal lags in earnings may not be offset during the corresponding financial year and this may adversely affect AkzoNobel Group’s business, financial condition, results of operations or cash flows.

As a global business, AkzoNobel Group is subject to risks associated with foreign trade policy, including trade barriers, sanctions and tariffs.

AkzoNobel Group conducts its business on a global basis, with AkzoNobel Group’s 2025 revenue split across regions approximately as follows: 24.4% in North America and Latin America, 48.1% in Europe and the Middle East and 27.5% in North Asia and South Asia Pacific. Changes in local and regional economic or political conditions could affect product demand. Specifically, AkzoNobel Group’s financial results could be affected by changes in trade, monetary and fiscal policies, laws and regulations, or other activities of governments, agencies and similar organizations globally. These conditions include, but are not limited to, changes in a country’s or region’s social, economic or political conditions, military conflicts, including the current conflicts between Russia and Ukraine and in Iran and the wider Middle East, geopolitical disputes, trade regulations affecting production, pricing and marketing of products, local labor conditions and regulations, the (indirect) impact of semiconductor chip shortages, reduced protection of intellectual property rights, changes in the regulatory or legal environment, restrictions on currency exchange activities, trapped cash issues, burdensome taxes and tariffs and other trade barriers, as well as the imposition of economic or other trade sanctions, each of which could impact AkzoNobel Group’s ability to do business in certain jurisdictions or with certain persons.

The U.S. government has taken actions or made proposals that are intended to address trade imbalances or trade practices, specifically with China, among other countries, which include encouraging increased production in the United States. Furthermore, the current administration has begun implementing measures such as the imposition of higher tariffs on imports into the U.S., the renegotiation of some U.S. trade agreements and other government regulations affecting trade between the U.S. and other countries where AkzoNobel Group currently conducts, or may in the future conduct, its business, including announced tariffs on imports from China, Mexico and the EU. These actions and proposals have resulted or could result in retaliatory actions by affected countries. Such changes could increase the price AkzoNobel Group pays for certain raw materials AkzoNobel Group imports from such countries, for which AkzoNobel Group may not be able to obtain alternative supply at equivalent or lower prices, reduce demand for AkzoNobel Group’s products in other countries and adversely impact the U.S. economy or certain sectors thereof or the economy of other countries in which AkzoNobel Group conducts operations, its industry and supply chain, all of which could have a material adverse effect on its business, financial condition, results of operations or cash flows.

Terrorist activities and other acts of violence, civil unrest, or war, pandemics and other health crises, among other events beyond AkzoNobel Group’s control, may materially adversely affect AkzoNobel Group’s business, financial condition, results of operations or cash flows.

As a global company with a large international footprint, AkzoNobel Group is subject to increased risk of damage or disruption, including to its employees and other personnel, facilities, partners, suppliers, distributors, resellers or customers, due to terrorist acts, conflicts, wars, power outages, pandemics or other public health crises and environmental incidents, wherever located around the world. The potential for future terrorist acts, conflicts, wars, power outages, pandemics or other public health crises and environmental incidents and the national and international responses to such events or perceived threats or potential conflicts relating to or arising out of such events may create economic and political uncertainties and challenges for AkzoNobel Group and its customers, suppliers and logistic partners that could have a materially adverse effect on AkzoNobel Group’s business, financial condition, results of operations or cash flows. Such events may compromise the safety of, and continued provision of services by, AkzoNobel Group’s employees and other personnel, including executive officers and other key personnel, and any resulting disruptions or loss of services could harm AkzoNobel Group’s business. A loss of the use of all or a portion of one or several of AkzoNobel Group’s key manufacturing

 

62

facilities due to accident, labor issues, acts of war, political unrest, geopolitical risk, terrorist activity, pandemic or other public health crises or otherwise, whether short- or long-term, and any interruption in production capability could require AkzoNobel Group to make substantial capital expenditures to remedy the situation, which could negatively affect AkzoNobel Group’s business, financial condition, results of operations or cash flows.

Russia’s conflict with Ukraine, the Iran and wider conflicts in the Middle East and the sanctions and other measures imposed by various governments in response to these conflicts have increased the level of economic and political uncertainty globally. Following the imposition of EU sanctions in the context of the Russia-Ukraine war, the majority of AkzoNobel Group’s coating activities in Russia were suspended and the residual Russian business was ringfenced, and AkzoNobel Group no longer provides financial support to that residual Russian business, which amounted to less than 2% of revenues in 2025. Further developments in Russia (including as a result of the expropriation of assets or the imposition of external management requirements or divestment requirements) could affect AkzoNobel Group’s ability to exercise control over and access the ringfenced residual Russian business and its operations, assets, employees and financial information, which may adversely affect AkzoNobel Group’s business and results of operations. A significant escalation or expansion of economic disruption or countries subject to sanctions or the scope of any of these conflicts or sanctions, could have a material adverse effect on AkzoNobel Group’s business, financial condition, results of operations or cash flows and could result in, among other things, AkzoNobel Group’s inability to maintain (consolidating) operations in sanctioned countries (including as a result of expropriation of assets or divestment requirements), supply chain disruptions, rising prices for oil and other commodities, volatility in capital markets and foreign exchange rates, rising interest rates or heightened cybersecurity risks, any of which may adversely affect AkzoNobel Group’s business.

Risks Relating to the Execution of AkzoNobel Group’s Strategic and Operating Plans

The implementation and execution of AkzoNobel Group’s growth initiatives or targets, business strategies or operating plans carries execution and operational risks and they may not achieve their stated aims and targeted outcomes.

AkzoNobel Group continues to execute, and has in the past executed, on a number of growth initiatives, strategies and operating plans designed to enhance its business, including growing focused segments, active portfolio management, innovation (especially sustainability-driven) and “industrial excellence” via simplification and efficiency, aiming for agility, better margins and stronger customer focus in volatile markets, supported by digital tools and strategic acquisitions/divestments to streamline operations. For example, in 2024, AkzoNobel Group announced next steps to reduce cost and to enhance the efficiency of its functions. This initiative was designed to simplify operations, accelerate decision-making and streamline AkzoNobel Group’s management structure. Additionally, AkzoNobel Group has enhanced operational performance with the aim to achieve growth in its focus segments and markets. For example, in 2025, AkzoNobel Group installed new equipment and increased capacity at its Suzhou site. The anticipated benefits from these efforts were based on several assumptions that may prove to be inaccurate and a variety of factors could cause AkzoNobel Group to fail to realize some or all of the expected benefits and targets, including growth, cost savings, improved financial performance and productivity enhancements. These factors include, among others: delays in the anticipated timing of activities related to such growth initiatives, strategies and operating plans, including those related to actions needed to satisfy legal requirements in certain jurisdictions; increased difficulty and cost in implementing these efforts; adverse legal, reputational and financial effects on AkzoNobel Group resulting from such efforts; and misalignment between businesses and functions, including in respect of the short-term versus long-term view on the business, leading to an inability to support and execute the strategic agenda and growth plans and the incurrence of other unexpected costs associated with operating the business. Further, AkzoNobel Group’s continued implementation of these programs may disrupt its operations and performance due to delays or transition periods, for example. AkzoNobel Group has in the past failed, and may in the future fail, to realize the full extent of the anticipated benefits from, or targets related to, such efforts and AkzoNobel Group cannot assure that it will realize these benefits or targets. If, for any reason, the benefits AkzoNobel Group realizes, or

 

63

AkzoNobel Group’s actual results, are less than its estimates or targets, or the implementation of these growth initiatives, strategies and operating plans adversely affect AkzoNobel Group’s operations or cost more or take longer to effectuate than it expects, or if AkzoNobel Group’s assumptions prove inaccurate, AkzoNobel Group’s results of operations may be materially and adversely affected.

There is also increasing scrutiny from stakeholders regarding how AkzoNobel Group addresses environmental, sustainability and social challenges, including related to climate change, and responsible management of AkzoNobel Group’s workforce and supply chain. A failure, or perceived failure, to address these challenges, including in light of the increasingly diverging—and sometimes conflicting—views from stakeholders on environmental, sustainability and social matters, may have an adverse effect on AkzoNobel Group’s results, financial condition, prospects, and/or reputation.

Failure to develop and market innovative products and manage product life cycles could impact AkzoNobel Group’s competitive position and have a material adverse effect on AkzoNobel Group’s business, financial condition, results of operations or cash flows.

AkzoNobel Group’s operating results are largely dependent on the development and management of AkzoNobel Group’s portfolio of current, new and developing products and services as well as AkzoNobel Group’s ability to bring those products and services to market. Difficulties or delays in product development, such as the inability to identify viable new products, successfully complete research and development, obtain relevant regulatory approvals, effectively manage AkzoNobel Group’s manufacturing process or costs, obtain, maintain, protect and enforce intellectual property rights or gain market acceptance of new products and services could have a material adverse effect on AkzoNobel Group’s business, financial condition, results of operations or cash flows. Because of the lengthy and costly development process, technological challenges and intense competition, AkzoNobel Group cannot assure that any of the products it is currently developing, or that it may develop in the future, will achieve commercial success. For example, in addition to developing technologically advanced products, commercial success of those products will depend on customer acceptance and implementation of those products over the products and services offered and developed by AkzoNobel Group’s current and future competitors and the related intellectual property rights held by such competitors. A failure to develop commercially successful products or to develop additional uses for existing products could materially adversely affect AkzoNobel Group’s business, financial condition, results of operations or cash flows. Additionally, developing products late or after others have already been introduced into the market significantly reduces the potential impact of a new product launch. Further, sales of AkzoNobel Group’s new products could replace sales of some of AkzoNobel Group’s current products, offsetting the benefit of even a successful product introduction.

Increased competition or failure to keep pace with competitors or developments in key competitive areas of AkzoNobel Group’s business may reduce its sales, earnings or cash flow performance.

AkzoNobel Group faces substantial competition from many international, national, regional and local competitors of various sizes in the manufacture, distribution and sale of AkzoNobel Group’s paint, coatings and related products. Some of AkzoNobel Group’s competitors operate more extensively in certain regions around the world and have greater financial or operational resources to compete internationally. They may secure better terms from certain vendors, adopt more aggressive pricing and devote more resources to certain product lines or parts of their business. Other competitors are smaller and may be able to offer more specialized products. Technology, product quality, product composition, raw material sourcing, product innovation and development (including relating to increased customer interest in the sustainability attributes of products and AkzoNobel Group’s related key strategies and initiatives for expanding AkzoNobel Group’s product offerings), breadth of product line, technical expertise, distribution, service and price are key competitive factors for AkzoNobel Group’s business. Competition in any of these areas, or failure to keep pace with developments in any of these areas, may reduce AkzoNobel Group’s sales and adversely affect AkzoNobel Group’s earnings or cash flow by resulting in decreased sales volumes, reduced prices and increased costs of manufacturing, distributing and selling AkzoNobel Group’s products.

 

64

If AkzoNobel Group is unable to offer competitive, attractive and innovative products that are also profitable and released in a timely manner, it will lose market share, incur losses on some or all of its initiatives and possibly lose growth opportunities. For example, in 2025, AkzoNobel Group invested in curing technology infrastructure in its laboratories, to focus on developing more sustainable methods of curing coatings. However, there can be no certainty that such initiatives will allow AkzoNobel Group to compete effectively or will deliver the expected results. In addition, the implementation of AkzoNobel Group’s strategy delivery on its simplification measures may also have an impact on AkzoNobel Group’s ability to compete effectively and maintain satisfactory returns.

AkzoNobel Group may also fail to identify future opportunities, or fail to derive benefits from technological innovation, changing customer behavior and changing regulatory demands. Competitors may be better able to attract and retain customers and key employees. Although AkzoNobel Group invests significantly in research and development, such investments may be insufficient or ineffective, especially against the backdrop of AkzoNobel Group’s business simplification and cost efficiencies initiatives. This could affect AkzoNobel Group’s ability to offer innovative products to customers and, in turn, may adversely affect AkzoNobel Group’s business, financial condition, results of operations or cash flows.

Furthermore, consolidation in the paints and coatings industry may affect existing market dynamics. Acquisitions by competitors of entities, and consolidation among customers or suppliers, within various value chains in which AkzoNobel Group operates (horizontal and/or vertical), may also impact AkzoNobel Group’s competitive position and adversely affect AkzoNobel Group and its business. Further consolidation in the ownership of entities within such value chains could reduce the availability of opportunities for AkzoNobel Group to make future strategic acquisitions. This may result in acquisitions and other corporate transactions becoming economically unattractive.

AkzoNobel Group may continue to engage in acquisitions and divestitures, and may encounter difficulties integrating acquired businesses with, or disposing of divested businesses from, AkzoNobel Group’s current operations and, as a result, AkzoNobel Group’s business may not grow or realize the anticipated benefits of these acquisitions and divestitures.

AkzoNobel Group expects to continue to seek to grow through acquisitions, joint ventures, rebalancing its portfolio of businesses and brands or other arrangements from time to time. AkzoNobel Group may look to carry out selective acquisitions and it may hold assets for sale from time to time. AkzoNobel Group may incur unanticipated costs or expenses, including post-completion asset impairment charges or expenses associated with eliminating redundant facilities or from litigation and other liabilities. For example, significant liabilities may not be identified in due diligence or may come to light after the expiry of warranty or indemnity periods, or it may not prove practicable to secure or enforce warranty or indemnity protection. AkzoNobel Group may also face regulatory scrutiny as a result of perceived concentration in certain markets, which could cause additional delay or prevent AkzoNobel Group from completing certain acquisitions that would be beneficial to its business. AkzoNobel Group may also encounter difficulties in integrating acquisitions with its operations, applying AkzoNobel Group’s internal controls processes to these acquisitions or managing strategic investments. Additionally, the rationale for these acquisitions or divestitures may be based on incorrect assumptions or conclusions and they may not realize the anticipated benefits or there may be other unanticipated or unintended effects. Any of the foregoing could adversely affect AkzoNobel Group’s business and results of operations. In addition, accounting requirements relating to business combinations, including the requirement to expense certain acquisition costs as incurred, and the requirement to depreciate/amortize acquired tangible and intangible assets, may cause AkzoNobel Group to experience greater earnings volatility and generally lower earnings during periods in which AkzoNobel Group acquires new businesses. Furthermore, AkzoNobel Group has in the past made and may in the future make divestitures from time to time. These divestitures may result in continued financial involvement in the divested businesses, such as through indemnities, guarantees or other financial arrangements. These arrangements could result in financial obligations imposed upon AkzoNobel Group, reduce its revenue and profitability and affect AkzoNobel Group’s future financial condition, results of operations or

 

65

cash flows. Acquisitions and divestitures may also require AkzoNobel Group to devote significant internal resources and could divert management’s attention away from operating AkzoNobel Group’s business.

AkzoNobel Group’s business, reputation and brands could be damaged by negative publicity.

AkzoNobel Group’s reputation, image and recognized brands significantly contribute to AkzoNobel Group’s business and success, as they are critical to retaining and growing AkzoNobel Group’s customer base and AkzoNobel Group’s relationships with other stakeholders. Any negative publicity could damage the brands AkzoNobel Group has built, result in loss of customers and adversely affect AkzoNobel Group’s business and results of operations. Significant negative claims or publicity involving AkzoNobel Group, AkzoNobel Group’s business or AkzoNobel Group’s products, services, culture, values, strategies and practices, including postings, articles, or comments on social media and the internet, could undermine confidence in AkzoNobel Group, and could materially damage AkzoNobel Group’s reputation and image, even if such claims or publicity are inaccurate. Damage to AkzoNobel Group’s reputation and image could adversely impact its ability to attract new and retain existing customers, employees and other business and stakeholder relationships, and could adversely affect the demand for some of AkzoNobel Group’s products and adversely affect its sales, earnings, cash flow or financial condition.

Risks Relating to Legal and Regulatory Compliance and Litigation

Increasing scrutiny, and evolving and often diverging expectations from stakeholders including AkzoNobel Group’s customers, regulators and investors, with respect to AkzoNobel Group’s environmental, social and governance practices may impose additional costs on AkzoNobel Group or expose it to new or additional risks.

Companies are facing increasing scrutiny from customers, regulators, investors and other stakeholders related to their environmental, social and governance practices and disclosure. Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights. Recently adopted disclosure requirements related to environmental, social and governance, including the EU’s Corporate Sustainability Reporting Directive (“CSRD”) and Corporate Sustainability Due Diligence Directive and the California Climate Laws, have already and will continue to increase AkzoNobel Group’s environmental, social and governance-related compliance costs, which could result in increases to AkzoNobel Group’s overall operational costs. New government regulations could also result in new or more stringent forms of environmental, social and governance oversight, including increased limitation on, or required reduction of, greenhouse gas emissions, and the expansion of mandatory and voluntary reporting, diligence and disclosure regarding environmental, social and governance matters. In addition, AkzoNobel Group may be subject to heightened scrutiny, negative publicity, boycotts, lawsuits or demands from activists, politicians or other individuals or organizations opposed to environmental, social and governance practices regarding AkzoNobel Group’s human capital and diversity and environmental, social and governance initiatives, including those discussed in the following paragraph, and the expectations of these individuals or organizations may conflict with regulatory requirements or stakeholder expectations. Public statements with respect to environmental, social and governance matters are also increasingly becoming subject to heightened scrutiny from shareholders and governmental authorities related to the risk of potential “greenwashing,” or misleading information or false claims overstating potential environmental, social and governance benefits. Further, legal requirements related to environmental, social and governance matters may not always be uniform across jurisdictions and may conflict with legal requirements in other jurisdictions, particularly in certain U.S. states that seek to discourage or penalize consideration of environmental, social and governance factors in business operations, which may result in increased complexity and costs for compliance and could lead to increased litigation risks related to disclosures made pursuant to such regulatory requirements. Failure to adapt to or comply with regulatory requirements or investor, employee, customer or other stakeholder expectations, including any perceived failure, could negatively impact AkzoNobel Group’s reputation, ability to do business with certain customers and stock price and could lead to litigation, including shareholder litigation and governmental investigations or enforcement actions related to environmental, social and governance matters.

 

66

Achievement of any environmental, social and governance-related ambitions AkzoNobel Group has announced or will announce in the future depends on AkzoNobel Group’s development and execution of various operational strategies relating to each discrete ambition. The development and execution of these strategies and achievement of AkzoNobel Group’s ambitions are subject to risks and uncertainties, many of which are outside of AkzoNobel Group’s control. There are no assurances that AkzoNobel Group will be able to successfully develop or execute its strategies and achieve its ambitions, and if AkzoNobel Group fails to achieve any ambition, or if AkzoNobel Group changes or is perceived to have changed any such ambitions, it could damage AkzoNobel Group’s reputation, customer and investor relationships, stock price or access to, and the terms of, financing.

Emerging and evolving environmental, safety, product stewardship, consumer protection or other regulations and laws, including with respect to disclosure of metrics related to such areas, could have a material adverse effect on AkzoNobel Group’s business and consolidated financial condition.

AkzoNobel Group’s activities and products, both inside and outside of the EU, are subject to regulation by various federal, state, provincial and local laws, regulations and government agencies, including the United States Environmental Protection Agency, as well as other authorities both inside and outside of the EU. In addition, legal and regulatory systems in emerging and developing markets may be less developed and less consistent. Laws and regulations, and the interpretation and enforcement thereof, may change as a result of a variety of factors, including political, economic, regulatory or social events or in response to climate change.

AkzoNobel Group is subject to a broad range of environmental, health and safety laws, regulations and standards in each of the jurisdictions where AkzoNobel Group operates, including those relating to pollution, the health and safety of employees, protection of the public, protection of the environment, the registration, assessment and labelling of chemicals, including substances of very high concern, and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. These regulations and standards are becoming increasingly stringent in many jurisdictions, and increasingly expose AkzoNobel Group to liability including in respect of damage to property and personal injury. AkzoNobel Group’s businesses use, and/or have used in the past, materials, chemicals and biological and toxic, organic and inorganic compounds (some of which are hazardous) in product development programs and manufacturing processes and resultant waste materials. AkzoNobel Group has been, and still can be, exposed to risks of environmental releases and contamination, either caused by existing businesses or by businesses which in the meantime have been sold or liquidated. It is possible that there will be a need for additional financial provisions in the future for environmental costs or liabilities, which could be material. Moreover, there can be no assurance that AkzoNobel Group will not be exposed to additional environmental liabilities in the future which could adversely affect AkzoNobel Group’s business and results of operations.

Changes in AkzoNobel Group’s business, whether resulting from acquisitions or otherwise, have previously increased, and may further increase, AkzoNobel Group’s exposure to additional laws and regulations, such as consumer protection and chemical stewardship statutes. The specific impact of changing laws and regulations, or the interpretation or enforcement of current or future laws and regulations, on AkzoNobel Group’s business may vary depending on a number of factors. As a result of changing laws and regulations, or the interpretation or enforcement of current or future laws and regulations, AkzoNobel Group has been and may in the future be required to make expenditures to modify operations, relocate operations, perform site cleanups or other environmental remediation, or curtail or cease operations, which could have a material adverse effect on AkzoNobel Group’s business, financial condition, results of operations or cash flows. Requirements relating to product stewardship and resource sustainability, including product recycling, packaging, composition and disposal, may also require AkzoNobel Group to incur significant expenses, including expenses related to costs, fines or other penalties, suspensions or modifications of products or manufacturing processes related to such products, or prohibitions of products that AkzoNobel Group manufactures.

AkzoNobel Group cannot predict the impact that changing climate conditions or more frequent and severe weather events, if any, will have on its business, results of operations, financial condition or cash flows.

 

67

AkzoNobel Group’s costs to comply with these laws, regulations and requirements may increase to the extent that they become more stringent in the future, and these increased costs may adversely affect AkzoNobel Group’s results of operations, cash flow or financial condition. Moreover, AkzoNobel Group cannot predict how legal, regulatory and social responses to concerns about climate change, as well as other sustainability and environmental matters, will impact its business.

AkzoNobel Group is subject to a complex regulatory framework across the markets in which it operates, as well as compliance risks related to new and existing laws and regulations, compliance with which could increase AkzoNobel Group’s costs and could adversely affect AkzoNobel Group’s business, financial condition, results of operations or cash flows.

As a global company with a large international footprint, AkzoNobel Group is subject to a wide variety of complex frameworks of rules and regulations and legal compliance risks in the markets in which AkzoNobel Group operates, including laws, rules and regulations involving securities, tax, employment and pensions, competition, environmental, export and trade, intellectual property, data privacy and cybersecurity, and improper business practices, such as anti-bribery and corruption. AkzoNobel Group is affected by new laws and regulations, and changes to existing laws and regulations, including interpretations by courts and regulators. AkzoNobel Group is also subject to compliance risks related to contract requirements, and risks that any third-party AkzoNobel Group engages to do work on its behalf might conduct business in a manner that is inconsistent with AkzoNobel Group’s Code of Conduct or with legal requirements. Compliance with continuously evolving sets of laws, rules, regulations and related interpretations applicable to AkzoNobel Group’s business may increase AkzoNobel Group’s compliance costs or require significant capital investment, and AkzoNobel Group’s results of operations could be adversely impacted if these costs are greater than AkzoNobel Group has projected. If AkzoNobel Group is unable to comply with all of the laws, rules, regulations and interpretations applicable to it, AkzoNobel Group could become the subject of inquiries, reviews or investigations by regulators, an adverse outcome of which could lead to enforcement actions, the imposition of fines or costs, the requirement to suspend operations at certain facilities, the assertion of private litigation claims and damages, or damage to AkzoNobel Group’s reputation. For additional information regarding the regulatory frameworks to which AkzoNobel Group is subject, see the section of this proxy statement/prospectus entitled “Business of AkzoNobel Group—Regulatory Compliance.”

The global and diverse nature of AkzoNobel Group’s operations means compliance risks will persist even with appropriate risk management and compliance programs in place. AkzoNobel Group faces liability and reputational risks even if it complies with all laws and regulations. Investigations, examinations and other proceedings, the nature and outcome of which cannot be predicted, likely will arise from time to time. These investigations, examinations and other proceedings could subject AkzoNobel Group to significant liability and require it to take significant accruals or pay significant settlements, fines and penalties, which could have a material adverse effect on AkzoNobel Group’s results of operations, cash flow or financial condition.

AkzoNobel Group’s business, results of operations and reputation could be adversely affected by litigation and claims.

AkzoNobel Group faces risks arising from various litigation matters and other claims that have been asserted against it or that may be asserted against it in the future, including, but not limited to, claims for product liability, the infringement, misappropriation or other violation of intellectual property rights, antitrust, warranty, contract, environmental contamination and third-party property damage or personal injury.

In particular, AkzoNobel Group is defending claims brought by INPEX Operations Australia in 2021 and JKC Australia LNG in 2017 relating to the specification and use of one of AkzoNobel Group’s products which was applied to part of the pipework for the Ichthys Onshore Project in Darwin, Australia, a large LNG project, between 2013 and 2015 (“Project Ichthys”). The claims allege that AkzoNobel Group is liable for significant damages (relating to degradation of the coating on extensive parts of the pipework) and associated remediation costs are sought under the Australian Consumer Law, and INPEX has sought damages in the amount of AUD

 

68

4.8 billion (€2.7 billion). The Federal Court of Australia has yet to decide on liability and, if AkzoNobel is found liable, on the appropriate amount of damages for which AkzoNobel is liable (including whether any liability should be shared with other parties involved). The timing of the Federal Court of Australia’s judgment remains uncertain, although it is not anticipated before 2027. Under Australian law, a verdict would be payable soon after being issued, unless a stay is obtained. The amounts in such verdict could be significantly higher than the amount currently provided for.

For further information on certain contingent liabilities, please see Note 19 to the AkzoNobel Group audited financial statements.

Additionally, AkzoNobel Group may be held responsible for any liabilities arising out of noncompliance with laws and regulations. As a global player, AkzoNobel Group is also exposed to both newly enacted and increasingly stringent laws and regulations, including as relates to environmental and health and safety matters, releases of hazardous materials, human rights, export controls, sanctions and competition law. Accordingly, changes to best practices, or violation of legal requirements, could increase capital and operating costs, result in claims or enforcement proceedings, involve actions such as product recalls, seizure of products and other sanctions and adversely affect AkzoNobel Group’s business and results of operations, as well as lead to potential liabilities and fines.

AkzoNobel Group has also seen a continuing trend in public and private nuisance suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public. AkzoNobel Group has in the past and may be in the future exposed to suits, for example, alleging damages as the result of its current or legacy (chemical) manufacturing activities; spills or waste disposal practices; its products; or its failure to comply with air emissions or wastewater discharge limits in its permits.

There is also heightened scrutiny by governments, regulators and potential plaintiffs on known and potential impacts of per- and polyfluoroalkyl substances (“PFAS”), including those contained in products and those that have been, or may be in the future, identified in soil, air and water and health concerns related to the former use of products containing PFAS. Governmental inquiries or requirements involving PFAS have in the past caused and could cause AkzoNobel Group in the future to incur liability for damages or other costs, civil proceedings, including personal injury claims, class actions, the imposition of fines and penalties, or other remedies, as well as restrictions on or added costs for AkzoNobel Group’s business operations going forward. For example, certain legacy sites of AkzoNobel Group in respect of which AkzoNobel Group retains “polluter pays” liability are affected by PFAS contamination, including sites of AkzoNobel Group’s Specialty Chemicals business which was divested in 2018, and the resolution of any claims in connection therewith could be material to AkzoNobel Group’s business, financial condition, results of operations or cash flows.

Various factors or developments can lead to changes in current estimates of liabilities such as a final adverse judgment, significant settlement or changes in applicable law. A future adverse ruling or unfavorable development could result in future charges that could have a material adverse effect on AkzoNobel Group. An adverse outcome in any one or more of these matters, or in any new legal or regulatory matters AkzoNobel Group faces, could be material to AkzoNobel Group’s business, financial condition, results of operations or cash flows.

AkzoNobel Group’s failure to comply with relevant anti-corruption laws could negatively impact AkzoNobel Group’s reputation and results of operations.

Doing business on a global basis requires AkzoNobel Group to comply with the laws and regulations of the Netherlands and those of various international and sub-national jurisdictions, and AkzoNobel Group’s failure to successfully comply with these rules and regulations may expose it to liabilities which may be significant. These laws and regulations apply to companies, individual directors, officers, employees and agents, and may restrict AkzoNobel Group’s operations, trade practices, investment decisions and partnering activities. In particular,

 

69

AkzoNobel Group’s international operations are subject to Dutch and foreign anti-corruption laws and regulations, such as the Dutch Criminal Code (Wetboek van Strafrecht), the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the United Kingdom Bribery Act 2010 (the “Bribery Act”), as well as anti-corruption laws of the various jurisdictions in which AkzoNobel Group operates. The Dutch Criminal Code, the FCPA, the Bribery Act and other laws prohibit AkzoNobel Group and its officers, directors, employees and agents acting on AkzoNobel Group’s behalf from corruptly offering, promising, authorizing or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. As part of AkzoNobel Group’s business, AkzoNobel Group may, from time to time, deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the Dutch Criminal Code, the FCPA or the Bribery Act. AkzoNobel Group is subject to the jurisdiction of various governments and regulatory agencies outside of the Netherlands, which may bring AkzoNobel Group’s personnel into contact with foreign officials responsible for issuing or renewing permits, licenses or approvals or for enforcing or overseeing other governmental regulations. In addition, some of the international locations in which AkzoNobel Group operates lack a developed legal system and have elevated levels of corruption. AkzoNobel Group’s global operations expose it to the risk of violating, or being accused of violating, the foregoing or other anti-corruption laws. Such violations could be punishable by criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and exclusion from government contracts, as well as other remedial measures. Investigations of alleged violations can be very expensive, disruptive and damaging to AkzoNobel Group’s reputation. Although AkzoNobel Group has implemented anti-corruption policies and procedures and provides training on these matters, there can be no guarantee that these policies, procedures and training will effectively prevent violations or alleged violations by AkzoNobel Group’s employees or representatives in the future, and AkzoNobel Group could face liability and reputational harm if AkzoNobel Group’s distributors and other business partners violate such laws or regulations.

AkzoNobel Group and the third parties with whom AkzoNobel Group works are subject to complex and evolving data privacy laws.

AkzoNobel Group’s business, and those of the third parties with whom AkzoNobel Group works, is subject to complex and evolving data privacy laws, rules, regulations and industry standards. The domestic and international regulatory environment related to cybersecurity, data collection and transfer, digital marketing or telemarketing, and privacy is increasingly rigorous and complex, with new and rapidly changing requirements applicable to AkzoNobel Group’s business, which may require changes to AkzoNobel Group’s business practices. Compliance with these requirements, and a growing number of other comprehensive privacy laws including other international and domestic regulations, are costly and will result in additional costs in AkzoNobel Group’s efforts to continue to comply.

Compliance with these requirements, including the European Union’s General Data Protection Regulation, China’s Personal Information Protection, Data Security, and Cyber Security Laws, the California Consumer Privacy Act as amended by the California Privacy Rights Act and a growing number of other comprehensive privacy laws, including other international and domestic regulations, are costly and will result in additional costs in AkzoNobel Group’s efforts to continue to comply. These laws and regulations can provide for significant penalties for noncompliance, which could result in additional costs of compliance, enforcement actions, regulatory investigations and fines, individual or class action litigation, or reputational harm. Ongoing efforts to comply with these laws also may divert management and employee attention from other business and growth initiatives. AkzoNobel Group could be liable for loss or misuse of its customers’ and/or its employees’ personally identifiable information if AkzoNobel Group fails to prevent or mitigate such misuse or loss. Although AkzoNobel Group has developed systems and processes that are designed to protect customer and employee information and prevent misuse of such information and other cybersecurity breaches, failure to prevent or mitigate such misuse or breaches may affect AkzoNobel Group’s reputation and operating results negatively and may require significant management time and attention and could result in significant regulatory fines and/or other penalties.

 

70

An increasing number of laws, rules, regulations and industry standards govern data privacy and cybersecurity. Certain laws, rules, regulations and industry standards impose stricter requirements for processing personal data, and failure to comply with the requirements of such laws, rules, regulations and industry standards may result in fines and other administrative penalties, as well as the imposition of litigation or government enforcement actions.

In the United States, numerous states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct or delete certain personal data, and to opt out of certain data processing activities, such as targeted advertising, profiling and automated decision-making. The exercise of these rights may impact AkzoNobel Group’s business and ability to provide AkzoNobel Group’s products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. Moreover, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach.

Obligations related to data privacy and cybersecurity (and consumers’ data privacy expectations) are quickly changing, becoming increasingly stringent and creating uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires AkzoNobel Group to devote significant resources, which may necessitate changes to AkzoNobel Group’s services, information technologies (“IT”), systems and practices and to those of any third parties that process personal data on AkzoNobel Group’s behalf.

AkzoNobel Group may at times fail (or be perceived to have failed) in its efforts to comply with its data privacy and cybersecurity obligations. Moreover, despite its efforts, AkzoNobel Group’s personnel or third parties with whom AkzoNobel Group works may fail to comply with such obligations, which could negatively impact AkzoNobel Group’s business operations. If AkzoNobel Group or the third parties with whom AkzoNobel Group works fail, or are perceived to have failed, to address or comply with applicable data privacy and cybersecurity obligations, AkzoNobel Group could face significant consequences, including, but not limited to, government enforcement actions (e.g., investigations, fines, penalties, audits, inspections and similar), litigation (including class-action claims) and mass arbitration demands, additional reporting requirements and/or oversight, bans or restrictions on processing personal data, orders to destroy or not use personal data, and imprisonment of company officials. In particular, plaintiffs have become increasingly more active in bringing privacy-related claims against companies, including class claims and mass arbitration demands. Some of these claims allow for the recovery of statutory damages on a per violation basis, and, if viable, carry the potential for monumental statutory damages, depending on the volume of data and the number of violations. Any of these events could have a material adverse effect on AkzoNobel Group’s reputation, business or financial condition, including, but not limited to, loss of customers, interruptions or stoppages in AkzoNobel Group’s business operations, inability to process personal data or to operate in certain jurisdictions, limited ability to develop or commercialize AkzoNobel Group’s products, expenditure of time and resources to defend any claim or inquiry, adverse publicity or substantial changes to AkzoNobel Group’s business model or operations.

Risks Relating to Human Resources

Any required, unexpected payments to any pension and other postretirement benefit plans applicable to AkzoNobel Group’s employees may adversely affect AkzoNobel Group’s financial condition.

AkzoNobel Group has defined benefit pension and other postretirement benefit plans in which many of AkzoNobel Group’s current and former employees globally participate or have participated. Some of AkzoNobel Group’s smaller plans are currently underfunded or unfunded and the liabilities in relation to these plans will need to be satisfied as they mature from AkzoNobel Group’s operating reserves, in line with applicable laws.

 

71

AkzoNobel Group’s general policy is to sponsor defined contribution pensions and other postretirement benefits wherever possible, but AkzoNobel Group has a number of legacy defined benefit pension and retiree healthcare schemes. For example, AkzoNobel Group has two large defined benefit U.K. pension schemes which are currently adequately funded in line with applicable laws and regulations but the future funding of which is guaranteed by AkzoNobel Group. Various factors, such as changes in actuarial estimates and assumptions (including as to life expectancy, discount rates and rates of return on assets) as well as changes in asset allocations and actual return on assets, can increase the expenses and liabilities of the defined benefit pension and other postretirement benefit plans. The assets and liabilities of the plans must be valued from time to time under applicable funding rules and, as a result, AkzoNobel Group may be required to increase the contributions AkzoNobel Group makes to these defined benefit pension and other postretirement benefit plans.

AkzoNobel Group’s financial condition, results of operations or cash flows may be adversely affected to the extent that AkzoNobel Group is required to make any additional payments to any relevant defined benefit pension and other postretirement benefit plans in excess of the amounts assumed in AkzoNobel Group’s current projections and assumptions or report higher pension plan expenses under relevant accounting rules.

AkzoNobel Group may be subject to work stoppages, union negotiations, labor disputes and other matters associated with AkzoNobel Group’s labor force, which may adversely impact AkzoNobel Group’s operations and cause AkzoNobel Group to incur incremental costs.

Many of AkzoNobel Group’s employees globally are members of unions or otherwise covered by labor agreements, including works councils. As of December 31, 2025, approximately 7% of AkzoNobel Group’s U.S. workforce was unionized and approximately 42% of AkzoNobel Group’s workforce outside the United States was unionized or otherwise covered by labor agreements. Consequently, AkzoNobel Group has been and may in the future be subject to union campaigns, work stoppages, union negotiations and other labor disputes. Additionally, ongoing or future negotiations with unions or works councils in connection with AkzoNobel Group’s existing labor agreements may result in significant increases in AkzoNobel Group’s cost of labor, limit AkzoNobel Group’s ability to restructure or manage AkzoNobel Group’s operations, divert management’s attention away from operating AkzoNobel Group’s business or break down and result in the disruption of AkzoNobel Group’s operations. The occurrence of any of the preceding outcomes could impair AkzoNobel Group’s ability to manufacture AkzoNobel Group’s products and result in increased costs and/or worsened operating results. Further, AkzoNobel Group has been and may in the future be impacted by work stoppages at AkzoNobel Group’s suppliers or customers that are beyond AkzoNobel Group’s control.

AkzoNobel Group may not be able to attract and retain the experienced and skilled personnel AkzoNobel Group needs to compete.

AkzoNobel Group’s future success depends on its ability to attract, retain, develop and motivate highly skilled personnel. AkzoNobel Group must have talented personnel to succeed, and competition for management and skilled employees in its industry is intense. AkzoNobel Group’s ability to meet its performance and growth goals depends upon the personal efforts and abilities of AkzoNobel Group’s management and skilled employees. AkzoNobel Group cannot assure that it will retain or successfully recruit senior management, or that their services will remain available to AkzoNobel Group. In addition, increasing legislative, regulatory and judicial scrutiny, or limitations, on employee noncompete and similar agreements and restrictions may make it easier for former employees to work for AkzoNobel Group’s competitors or to otherwise compete with AkzoNobel Group’s business. AkzoNobel Group also cannot assure that it will successfully respond to changing employee preferences, including flexible working arrangements. Failures in AkzoNobel Group’s ability to attract and retain talented management and employees could adversely affect its business, financial condition, results of operations or cash flows.

 

72

Risks Relating to Intellectual Property, Cybersecurity and AI

AkzoNobel Group’s inability to obtain, maintain, protect and enforce AkzoNobel Group’s intellectual property rights could adversely affect AkzoNobel Group’s growth and financial results.

Intellectual property rights both in the Netherlands and in foreign countries, including patents, copyrights, trade secrets, confidential information, trademarks and trade names, are important to AkzoNobel Group’s business and will be critical to AkzoNobel Group’s ability to grow and succeed in the future. AkzoNobel Group makes decisions on whether to apply for intellectual property protection and what kind of protection to pursue based on a cost benefit analysis. While AkzoNobel Group endeavors to protect its intellectual property rights in certain jurisdictions in which AkzoNobel Group’s products are produced or used and in jurisdictions into which AkzoNobel Group’s products are imported, the decision to file for intellectual property protection is made on a case-by-case basis and AkzoNobel Group may not accurately assess the jurisdictions where intellectual property protection is worthwhile. AkzoNobel Group’s failure to obtain, maintain, protect and enforce its intellectual property rights for any reason could have a material adverse effect on AkzoNobel Group’s business, financial condition, results of operations or cash flows.

AkzoNobel Group has applied for patent protection relating to certain existing and proposed products, processes and services in certain jurisdictions. However, the patenting process is expensive, time-consuming and complex, and AkzoNobel Group may not be able to file and/or prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner or pursue or obtain patent protection in all relevant markets. If AkzoNobel Group fails to timely file a patent application in any jurisdiction, it may be precluded from doing so at a later date. Furthermore, the initial claims may be narrowed through the prosecution process and AkzoNobel Group cannot assure you that AkzoNobel Group’s pending patent applications will not be challenged by third parties or that such applications will eventually be granted by the applicable patent offices. The patents AkzoNobel Group owns could be opposed, contested, narrowed, abandoned, challenged, invalidated, circumvented, infringed or designed around by others and may not be of sufficient scope or strength to provide AkzoNobel Group with any meaningful protection or commercial advantage. AkzoNobel Group’s existing patents will all eventually expire, after which AkzoNobel Group will not be able to prevent its competitors from using AkzoNobel Group’s previously patented technologies, which could materially adversely affect AkzoNobel Group’s competitive advantage stemming from the applicable products and technologies. AkzoNobel Group also cannot assure that it will have adequate resources to enforce its patents.

AkzoNobel Group also utilizes and relies on a significant number of unpatented proprietary technologies. It is possible that others will independently develop the same or similar technology or otherwise obtain access to AkzoNobel Group’s unpatented technology. To protect AkzoNobel Group’s patented and unpatented proprietary technologies, including trade secrets and other proprietary information, AkzoNobel Group requires certain employees, consultants, advisors and collaborators to enter into confidentiality and invention assignment agreements as AkzoNobel Group deems appropriate. However, AkzoNobel Group cannot assure that it has entered into, or will be able to enter into, such agreements with each party that has or may have had access to AkzoNobel Group’s trade secrets, know-how or other confidential or proprietary information, or that these agreements will provide meaningful protection for AkzoNobel Group’s trade secrets, know-how or other confidential or proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other confidential or proprietary information. If AkzoNobel Group is unable to maintain the proprietary nature of its technologies, AkzoNobel Group could be materially and adversely affected.

AkzoNobel Group relies on its trademarks, trade names and brand names to distinguish its products from the products of AkzoNobel Group’s competitors and has registered or applied to register many of these trademarks. AkzoNobel Group cannot assure that its trademark applications will be approved or, if approved, that its trademarks will be maintained. Third parties have in the past and in the future may oppose AkzoNobel Group’s trademark applications, or dilute, challenge AkzoNobel Group’s use of or otherwise violate AkzoNobel Group’s trademarks. In the event that AkzoNobel Group’s trademarks are successfully challenged, AkzoNobel Group could be forced to rebrand its products, which could result in loss of brand recognition, and could require AkzoNobel Group to devote

 

73

resources to developing, advertising and marketing new brands. If AkzoNobel Group’s trademarks are not adequately protected, or if it is unable to successfully register or maintain its trademarks and establish name recognition based on its trademarks, AkzoNobel Group may not be able to compete effectively and its business may be adversely affected. Further, AkzoNobel Group cannot assure that competitors will not infringe upon its trademarks or otherwise adopt trademarks similar to AkzoNobel Group’s trademarks, or that AkzoNobel Group will have adequate resources to maintain and enforce AkzoNobel Group’s trademarks.

Significant resources may be required to monitor and protect AkzoNobel Group’s intellectual property rights, and despite such efforts, AkzoNobel Group may not be able to detect infringement, misappropriation or other violations of its intellectual property rights by third parties. Litigation may be necessary in the future to enforce or protect AkzoNobel Group’s intellectual property rights. Such litigation could be costly, time-consuming, unpredictable and distracting to management and could result in the impairment or loss of portions of AkzoNobel Group’s intellectual property. Furthermore, AkzoNobel Group’s efforts to enforce its intellectual property rights may be met with defenses, counterclaims and countersuits attacking the ownership, scope, validity and enforceability of AkzoNobel Group’s intellectual property rights. Third parties may also separately challenge the validity and enforceability of AkzoNobel Group’s intellectual property in administrative and other legal proceedings. An adverse determination of any litigation proceedings could put AkzoNobel Group’s intellectual property at risk of being invalidated, deemed unenforceable or reduced in scope. Furthermore, because of the substantial amount of discovery that may be required in connection with intellectual property litigation, there is a risk that some of AkzoNobel Group’s proprietary or confidential information could be compromised by disclosure during this type of litigation. AkzoNobel Group’s inability to protect its proprietary technology and other intellectual property against infringement, misappropriation or other violations, as well as any costly litigation or diversion of AkzoNobel Group’s management’s attention and resources, could allow competitors to develop and commercialize similar services or products and thereby reduce demand for AkzoNobel Group’s offerings, delay future sales and introductions of new products, result in AkzoNobel Group’s substituting inferior or more costly technologies into its business or injure AkzoNobel Group’s reputation.

AkzoNobel Group’s rights to develop and commercialize its intellectual property rights and technology may be subject, in part, to the terms and conditions of licenses it grants to others or is granted to it by others.

AkzoNobel Group has licensed, and may license in the future, intellectual property rights to and from third parties, which may affect its ability to develop and commercialize its intellectual property rights and technology. For example, the licenses AkzoNobel Group receives in relation to certain intellectual property rights may not provide exclusive or unrestricted rights in all territories in which AkzoNobel Group may wish to develop or commercialize its products in the future and may restrict AkzoNobel Group’s rights to offer certain products in certain markets or impose other obligations on AkzoNobel Group in exchange for its rights to the licensed intellectual property. In addition, certain of AkzoNobel Group’s intellectual property license or other agreements may include obligations to indemnify its licensees against certain claims of intellectual property infringement, and these obligations may be uncapped. If claims of intellectual property infringement are brought against such licensees with respect to the intellectual property rights, products or services that AkzoNobel Group provides to them, AkzoNobel Group may be required to defend such licensees, pay some or all of the costs these parties may incur related to such litigation or claims or otherwise adversely affect the demand for its products. An unfavorable resolution of any such disputes and litigation described above could adversely affect the AkzoNobel Group’s business, financial condition, and operating results.

In addition, disputes may arise between AkzoNobel Group and its current or future licensors or licensees regarding intellectual property rights subject to license agreements, including:

 

•

the scope of rights granted under the license agreements and other interpretation-related issues;

 

•

AkzoNobel Group’s financial or other obligations under the license agreements;

 

74

•

whether and the extent to which AkzoNobel Group’s intellectual property rights and technology infringe, misappropriate or otherwise violate intellectual property of the licensor or licensee that is not subject to the licensing agreements;

 

•

AkzoNobel Group’s right to sublicense intellectual property rights to third parties;

 

•

AkzoNobel Group’s diligence obligations under the license agreements and what activities satisfy those diligence obligations;

 

•

AkzoNobel Group’s right to transfer or assign the licenses;

 

•

the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by AkzoNobel Group’s current or future licensors or licensees and AkzoNobel Group and its partners; and

 

•

the priority of invention of patented technology.

However, the agreements under which AkzoNobel Group licenses intellectual property rights or technology to or from third parties can be complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation dispute or disagreement that may arise could narrow what AkzoNobel Group believes to be the scope of its rights to the relevant intellectual property rights or technology or increase what AkzoNobel Group believes to be its financial or other obligations under the relevant agreement, either of which could have a material adverse effect on AkzoNobel Group’s business, financial condition, results of operations, and prospects.

Further, if AkzoNobel Group violates the terms of any of its license agreements, a licensor or licensee may have the right to terminate AkzoNobel Group’s license. Even if AkzoNobel Group complies with all the terms of a license agreement, AkzoNobel Group cannot guarantee that it will be able to renew an agreement when it expires even if it desires to do so. The failure to maintain or renew AkzoNobel Group’s material license agreements could result in a loss of revenue and negatively impact AkzoNobel Group’s results of operations. In addition, AkzoNobel Group may be required to license additional technology from third parties to develop and market new capabilities, and AkzoNobel Group cannot assure that it could license that technology on commercially reasonable terms or at all, and AkzoNobel Group’s inability to license this technology could harm its ability to compete.

Any lawsuits regarding alleged infringement, misappropriation or other violation of intellectual property rights of third parties by AkzoNobel Group may be costly and time-consuming, and an unfavorable outcome in any litigation could harm AkzoNobel Group’s business.

AkzoNobel Group cannot assure that its activities will not, unintentionally or otherwise, infringe on, misappropriate or otherwise violate the patents, trademarks or other intellectual property rights owned by others or that third parties will not allege any such infringement, misappropriation or violation of intellectual property rights. AkzoNobel Group may spend significant time and effort and incur significant litigation costs if it is required to defend itself against claims of intellectual property rights infringement, regardless of whether the claims have merit. If AkzoNobel Group is found to have infringed on the patents, trademarks or other intellectual property rights of others, AkzoNobel Group may be subject to substantial claims for damages (including treble damages if AkzoNobel Group is found to have willfully infringed certain intellectual property of others), which could materially impact its business, financial condition, results of operations and cash flow. AkzoNobel Group may also be required to cease development, use or sale of the relevant products or processes, obtain a license on the disputed rights, which may not be available on commercially reasonable terms, if at all, or redesign all or a portion of AkzoNobel Group’s technologies or change its branding (which could be costly, time-consuming or impossible).

The defense costs and settlements for intellectual property infringement lawsuits may not be covered by insurance, and may not be adequate to indemnify AkzoNobel Group for all liability that may be imposed.

 

75

Intellectual property infringement lawsuits can take years to resolve. AkzoNobel Group cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on AkzoNobel Group’s business, financial condition or results of operations. If AkzoNobel Group is not successful in its defenses or is not successful in obtaining dismissals of any such lawsuit, legal fees or settlement costs could have an adverse effect on AkzoNobel Group’s operations and financial position. Even if resolved in AkzoNobel Group’s favor, the volume of intellectual-property-related claims and the mere specter of threatened litigation or other legal proceedings may cause AkzoNobel Group to incur significant expenses and could distract AkzoNobel Group’s personnel from day-to-day responsibilities. The direct and indirect costs of addressing these actual and threatened disputes may have an adverse effect on AkzoNobel Group’s operations, reputation and financial performance. In addition, some of AkzoNobel Group’s agreements with third parties require it to indemnify them for certain intellectual property claims against them, which could require AkzoNobel Group to incur considerable costs in defending such claims, and may require it to pay significant damages in the event of an adverse ruling. Such third-party partners may also discontinue their relationships with AkzoNobel Group as a result of injunctions or otherwise, which could result in loss of revenue and adversely impact AkzoNobel Group’s business operations.

Cybersecurity incidents and other disruptions to AkzoNobel Group’s IT systems may interfere with AkzoNobel Group’s operations, result in the compromise or loss of important and confidential information and severely harm AkzoNobel Group’s business.

AkzoNobel Group relies on IT systems to conduct AkzoNobel Group’s business, including recording and processing transactions, manufacturing and selling its products, researching and developing new products, maintaining and growing AkzoNobel Group’s competitive position, and supporting and communicating with AkzoNobel Group’s employees, customers, suppliers and other vendors. These IT systems are important to many business-critical processes, including, but not limited to, production planning, manufacturing, distribution, finance, company operations, research and development, sales and customer service. Some of these systems are maintained or operated by third-party providers, including cloud-based systems. Cyberattacks and cybersecurity threats are increasingly sophisticated, constantly evolving and originate from many sources globally, and often cannot be recognized or understood until the target has already been attacked. Despite AkzoNobel Group’s efforts to prevent these threats and disruptions to AkzoNobel Group’s IT systems, these systems have been in the past and may in the future be affected by damage or interruption resulting from, among other causes, cyberattacks, security breaches, power outages, system failures or malware (including but not limited to ransomware and other programs that operate with malicious intent). For example, AkzoNobel Group’s Lancaster site in the United States was the subject of a ransomware attack in December 2025 which resulted in the leakage of certain financial, commercial and personal data by the hacking group in March 2026. These risks are expected to continue to be magnified due to the increased reliance on IT systems to conduct AkzoNobel Group’s business, including those used in furtherance of supporting hybrid in-office work environments and managing AkzoNobel Group’s global operations. Disruptions to these systems may impair AkzoNobel Group’s ability to conduct business and have a material adverse effect on AkzoNobel Group’s business, results of operations and financial condition. AkzoNobel Group faces risks of disruption and/or inadequate recovery following a cybersecurity or AI-enabled attack, which may lead to production interruption, unauthorized access to, disclosure or loss of business-sensitive information, compromise or misuse of AI systems and data, financial loss, and/or inability to align or comply with laws, regulations and contractual obligations concerning cybersecurity and the responsible use of artificial intelligence. While AkzoNobel Group maintains cybersecurity insurance, costs related to a cyberattack may exceed the amount of its insurance coverage or may be excluded under the terms of the policy, such as when there are impacts beyond AkzoNobel Group’s control relating to supply and demand.

As part of AkzoNobel Group’s business, AkzoNobel Group collects and handles sensitive and confidential information about its business, customers, employees and suppliers. Despite the security measures AkzoNobel Group has in place, its facilities and systems, and those of third parties AkzoNobel Group relies on or does business with, may be vulnerable to cyberattacks, security breaches, malware (including but not limited to ransomware and other programs that operate with malicious intent), power outages, system failures, acts of

 

76

vandalism, human or technical errors or other similar events or disruptions. AkzoNobel Group’s information, facilities and systems and those hosted or supported by third parties on its behalf could also be impacted by the intentional or unintentional improper conduct of AkzoNobel Group’s employees, vendors or others who have access to and may mishandle or misappropriate sensitive and confidential information. Any such event involving the misappropriation, loss or other unauthorized disclosure of information, whether impacting AkzoNobel Group or third parties it relies on or does business with, could result in losses, damage AkzoNobel Group’s reputation or relationships with customers, suppliers and other business partners, expose AkzoNobel Group to the risks of litigation, regulatory action and liability, disrupt AkzoNobel Group’s operations and have a material adverse effect on AkzoNobel Group’s business, results of operations and financial condition.

AkzoNobel Group and third parties AkzoNobel Group relies on or does business with have experienced cybersecurity attacks and incidents in the past, some of which have resulted in unauthorized access to AkzoNobel Group’s information and systems and other disruptions to its business operations, and AkzoNobel Group could in the future experience similar incidents.

It may be difficult and/or costly to detect, investigate, mitigate, contain and remediate a security incident, and AkzoNobel Group’s efforts to do so may not be successful. Actions taken by AkzoNobel Group or the third parties with whom it works to detect, investigate, mitigate, contain and remediate a security incident could result in outages, data losses and disruptions of AkzoNobel Group’s business. Threat actors may also gain access to other networks and systems after a compromise of AkzoNobel Group’s networks and systems. While AkzoNobel Group maintains cybersecurity insurance, costs related to a cyberattack may exceed the amount of AkzoNobel Group’s insurance coverage or may be excluded under the terms of the policy.

In addition, future or past business transactions (such as acquisitions or integrations) could expose AkzoNobel Group to additional cybersecurity risks and vulnerabilities, as AkzoNobel Group’s systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. Furthermore, AkzoNobel Group may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into AkzoNobel Group’s IT environment and security program.

Uncertainty around the development, deployment and use of AI in AkzoNobel Group’s products and services, as well as AkzoNobel Group’s business more broadly, could adversely affect AkzoNobel Group’s business and reputation. AI technologies may enable disruption in AkzoNobel Group’s industry and threaten AkzoNobel Group’s competitive positioning.

AkzoNobel Group uses systems and tools that incorporate technologies based on AI, including systems and tools that may include generative AI for customers and its workforce and that may automate manual tasks. For example, AkzoNobel is implementing AI agents to carry out automated work and transactions in operations, finance, IT and human resources. AkzoNobel has additionally invested in the production of customer-facing AI offerings, including in coating application training in certain Performance Coatings market segments, such as AkzoNobel’s coatingAI. As with many new and emerging technologies, AI presents numerous risks and challenges that could adversely affect AkzoNobel Group’s business. The development, adoption, and use for generative AI technology remains in early stages and ineffective or inadequate AI or generative AI development or deployment practices by AkzoNobel Group or third parties could result in unintended consequences. For example, if the models underlying the AI, that AkzoNobel Group develops or uses are, or are perceived to be, incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which AkzoNobel Group does not have sufficient rights or in relation to which it and/or the providers of such data have not implemented sufficient legal compliance measures (including with respect to the processing and protection of such data); used without sufficient oversight and governance to ensure their responsible and ethical use; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, then the performance of AkzoNobel Group’s products, services and business, as well as its reputation and the reputations of its customers and

 

77

business partners, could suffer or it could incur liability resulting from harm to individuals, civil claims or the violation of laws or contracts to which it is a party.

There is also uncertainty around the validity and enforceability, as well as the nature, of AkzoNobel Group’s rights in intellectual property that is created in connection with AkzoNobel Group’s use, development, and deployment of AI, including the potential compromise of its rights in its intellectual property that is input into AI tools, whether done intentionally or by its employees or agents without permission to do so. In addition, AkzoNobel Group’s use of AI could unintentionally infringe, misappropriate or otherwise violate the intellectual property rights of third parties. Developing, testing, and deploying resource-intensive AI systems may require additional investment and increase AkzoNobel Group’s costs. There also may be real or perceived social harm, unfairness or other outcomes that undermine public confidence in the use and deployment of AI. Certain of AkzoNobel Group’s competitors may deploy AI technologies that provide more value to customers than those deployed by it, which could affect customer demand for its products and services. Additionally, certain AI technologies may enable, or accelerate the pace of, disruption in AkzoNobel Group’s industry, including by allowing existing and future competitors to compete and/or outpace AkzoNobel Group in areas that it has a competitive advantage in currently, including color-matching and certain application technologies. Any of the foregoing may result in decreased demand for AkzoNobel Group’s products or harm to its business, results of operations or reputation.

Further, the legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity, and privacy and data protection. For example, given the adoption of the EU’s Artificial Intelligence Act (the “AI Act”), which came into effect in August 2024, and AI-related laws in the U.S., AkzoNobel Group anticipates that there will continue to be significant developing laws and regulations with respect to AI as the AI industry continues to develop. The AI Act prohibits certain uses of AI systems and places numerous obligations on providers and deployers of permitted AI systems, with heightened requirements based on AI systems that are considered high risk. This regulatory framework is expected to have a material impact on the way AI is regulated in the EU and beyond. Compliance with new or changing laws, regulations, rules or industry standards relating to AI may impose significant operational costs and may limit AkzoNobel Group’s ability to develop, deploy or use AI technologies. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action or reputational harm.

Risks Relating to AkzoNobel Group’s Financial Profile

Difficult and volatile conditions in the global capital, credit and commodities markets and overall economy could have a material adverse effect on AkzoNobel Group’s business, financial condition, results of operations or cash flows.

Difficult global economic conditions, including significant volatility in the capital, credit and commodities markets, including liquidity restraints, low levels of business and consumer confidence and high levels of unemployment in certain parts of the world, could have a material adverse effect on AkzoNobel Group’s business, financial condition, results of operations or cash flows. The difficult conditions in these markets and the overall economy affect AkzoNobel Group’s business in a number of ways. For example:

 

•

under adverse conditions in the domestic and international debt and equity markets, there can be no assurance that AkzoNobel will be able to successfully obtain additional financing on reasonable terms, or at all, to meet its operational needs;

 

•

market conditions could cause the counterparties to the derivative financial instruments AkzoNobel Group may use to hedge its exposure to interest rate, commodity or currency fluctuations to experience financial difficulties and, as a result, AkzoNobel Group’s efforts to hedge these exposures could prove unsuccessful and, furthermore, AkzoNobel Group’s ability to engage in additional hedging activities may decrease or become more costly; and

 

78

•

market conditions could result in AkzoNobel Group’s key customers experiencing financial difficulties and/or electing to limit spending, which in turn could result in decreased sales and earnings for AkzoNobel Group.

AkzoNobel Group does not know if market conditions or the state of the overall economy will improve or worsen in the near future. AkzoNobel Group cannot provide assurance that a continuation of current economic conditions or an economic downturn in one or more of the geographic regions in which AkzoNobel Group sells its products would not have a material adverse effect on AkzoNobel Group’s business, financial condition and results of operations.

AkzoNobel Group is subject to credit risk exposure from its customers in the ordinary course of AkzoNobel Group’s business.

AkzoNobel Group routinely offers customers pre-bates, loans and other financial incentives to purchase AkzoNobel Group’s products. These arrangements generally obligate the customer to purchase products from AkzoNobel Group and/or repay it such incentives. In the event that a customer is unwilling or unable to fulfill its obligations under these arrangements, AkzoNobel Group has incurred, and may in the future incur, financial losses. In addition, in the ordinary course of AkzoNobel Group’s business, AkzoNobel Group guarantees certain obligations of certain of its customers to third parties. Any default by AkzoNobel Group’s customers on such obligations could require AkzoNobel Group to make payments to the applicable creditor. It is possible that customer defaults on obligations owed to AkzoNobel Group and on third-party obligations that AkzoNobel Group has guaranteed could be significant, which could have a material adverse effect on AkzoNobel Group’s business, financial condition, results of operations or cash flows. AkzoNobel Group’s level of credit risk exposure from its customers has remained stable in recent years.

Fluctuations in foreign currency exchange rates and changing monetary policies may adversely affect AkzoNobel Group’s financial condition, results of operations or cash flows.

Because of AkzoNobel Group’s international operations, AkzoNobel Group is exposed to risk associated with interest rates and value changes in foreign currencies, including as a result of inflation, central bank monetary policies, currency controls and other exchange restrictions, which may adversely affect AkzoNobel Group’s business. Because AkzoNobel Group’s financial statements are presented in Euros, AkzoNobel Group must translate its financial results as well as assets and liabilities into Euros at exchange rates in effect during or at the end of each reporting period, as applicable. Therefore, increases or decreases in the value of the Euro against currencies in such countries will affect AkzoNobel Group’s results of operations and the value of balance sheet items denominated in foreign currencies. In particular, AkzoNobel Group is exposed to the United States Dollar, the Pound Sterling, the Chinese Yuan, the Turkish lira, the Argentine Peso and other volatile currencies in emerging markets such as Latin America and Asia. Furthermore, many of AkzoNobel Group’s local businesses import or buy raw materials in a currency other than their functional currency, which can impact the operating results for these operations if AkzoNobel Group is unable to mitigate the impact of the currency exchange fluctuations. AkzoNobel Group cannot accurately predict the effects of exchange rate fluctuations upon AkzoNobel Group’s future operating results because of the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates. Accordingly, fluctuations in foreign exchange rates may have an adverse effect on AkzoNobel Group’s financial condition, results of operations or cash flows.

Although AkzoNobel Group maintains insurance, it may not cover all potential exposures.

While AkzoNobel Group maintains insurance at levels that AkzoNobel Group believes are appropriate, operational risks could result in losses and liabilities in excess of its insurance coverage or in uninsured losses or liabilities where insurance is not available on commercially acceptable terms, which could adversely affect AkzoNobel Group’s results. For some risks, AkzoNobel Group may elect not to obtain insurance. As a result of

 

79

market conditions, premiums and deductibles for certain insurance policies can increase substantially and, in some instances, certain insurance policies may become unavailable or available only for reduced amounts of coverage. As a result, AkzoNobel Group may not be able to renew its insurance policies or procure other desirable insurance on commercially reasonable terms, if at all. Losses and liabilities from uninsured or underinsured events and delay in the payment of insurance proceeds could have a material adverse effect on AkzoNobel Group’s business, financial condition, results of operations or cash flows.

AkzoNobel Group will require a significant amount of cash to service all of AkzoNobel Group’s indebtedness, and AkzoNobel Group’s ability to generate cash depends on many factors beyond AkzoNobel Group’s control.

AkzoNobel Group’s ability to generate cash is dependent on the earnings and receipt of funds from its subsidiaries which businesses are subject to prevailing economic and competitive conditions, and to financial, business, legislative, regulatory and other factors beyond AkzoNobel Group’s control. In addition, supply of liquidity may contract as major central banks gradually reverse quantitative easing and reduce their purchase and reinvestment in corporate bonds. Higher interest rates enacted to tackle inflationary pressures may increase cost of borrowing in capital markets and the cost of bank credit and may result in a contraction in the supply of the bank credit, which may adversely affect AkzoNobel Group’s operations and the cost of funding.

AkzoNobel Group’s businesses may not generate sufficient cash flow from operations and future financing activities may not be available in an amount sufficient to enable AkzoNobel Group to pay the principal, premium, if any, and interest on its indebtedness, or to fund AkzoNobel Group’s other liquidity needs, including planned capital expenditures. In such circumstances, AkzoNobel Group may need to refinance all or a portion of its indebtedness at or before maturity. AkzoNobel Group may not be able to refinance any of its indebtedness on commercially reasonable terms or at all. If AkzoNobel Group cannot service its indebtedness, it may have to take actions such as selling assets, issuing additional equity or reducing or delaying capital expenditures, strategic acquisitions and investments. Such actions, if necessary, may not be effected on commercially reasonable terms or at all. The instruments governing AkzoNobel Group’s indebtedness restrict its ability to sell assets and to use the proceeds from such sales, and AkzoNobel Group may not be able to consummate those dispositions or obtain proceeds in an amount sufficient to meet any debt service obligations then due.

If AkzoNobel Group is unable to generate sufficient cash flow or is otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on its indebtedness, or if AkzoNobel Group otherwise fails to comply with the various covenants in the instruments governing its indebtedness, AkzoNobel Group could be in default under the terms of the agreements governing such indebtedness, and AkzoNobel Group may not be able to obtain waivers of such defaults from its lenders. In the event of such un-waived default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest and institute foreclosure proceedings against AkzoNobel Group’s assets, and AkzoNobel Group could be forced into bankruptcy or liquidation.

During periods of volatility in the credit markets, there is risk that lenders could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including, but not limited to, extending credit up to the maximum permitted by a credit facility, or allowing access to additional credit features. If AkzoNobel Group’s lenders are unable or unwilling to fund borrowings under their revolving credit commitments or AkzoNobel Group is unable to borrow from them, it could be difficult in such environments to obtain sufficient liquidity to meet AkzoNobel Group’s operational needs.

Despite AkzoNobel Group’s current level of indebtedness and restrictive covenants, AkzoNobel Group may incur additional indebtedness in compliance with the terms of its existing debt instruments. This could further exacerbate the risks associated with AkzoNobel Group’s substantial financial leverage. Additional indebtedness incurred in compliance with any applicable restrictions could be substantial. Additionally, these restrictions may not prevent AkzoNobel from incurring obligations that, although preferential to its ordinary shares in terms of

 

80

payment, do not constitute indebtedness. In addition, if new debt is added to AkzoNobel Group’s debt levels, the related risks that it would face as a result of such leverage would intensify.

Furthermore, any credit downgrades could adversely impact AkzoNobel Group’s ability to access financing.

Any changes in AkzoNobel Group’s tax rates and the adoption of tax legislation or exposure to additional tax liabilities may adversely affect its results of operations.

AkzoNobel is subject to taxes in the Netherlands and in the jurisdictions where its subsidiaries are organized and where such subsidiaries have permanent establishments. Due to economic and political conditions, tax rates, tax laws and other non-tax legislation, such as economic substance regulations, in various jurisdictions may be subject to significant change. AkzoNobel Group’s effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in available tax credits or tax deductions and changes in tax and other non-tax laws or their interpretation, such as interpretations as to the legality of tax advantages granted under the EU state aid rules, impacts of the EU’s Anti-Tax Avoidance Directive and local exit tax rules with respect to business restructurings. AkzoNobel Group’s tax returns and other tax matters are subject to examination by local tax authorities and governmental bodies. Additionally, AkzoNobel and its subsidiaries are engaged in intercompany transactions across multiple tax jurisdictions. Although AkzoNobel Group believes it has clearly reflected the economics of these transactions and the proper local transfer pricing documentation is in place, tax authorities may propose and sustain adjustments. AkzoNobel Group regularly assesses the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of AkzoNobel Group’s provision for taxes. There can be no assurance as to the outcome of these examinations. If AkzoNobel Group’s effective tax rates were to increase, or if the ultimate determination of the taxes owed by AkzoNobel Group is for an amount in excess of amounts previously accrued, AkzoNobel Group’s financial condition, operating results or cash flows could be adversely affected.

The Organisation for Economic Cooperation and Development (“OECD”), which represents a coalition of member countries globally, is supporting changes to numerous long-standing tax principles through its base erosion and profit shifting (“BEPS”) project. The BEPS project is focused on a number of issues, including the shifting of profits among affiliated entities located in jurisdictions with different tax rates and a global minimum corporate income tax under “Pillar Two.” The Pillar Two framework imposes, among other items, a minimum tax rate of 15% that has been implemented by several jurisdictions in which AkzoNobel Group operates, with effect from January 1, 2024. The effect of enacted Pillar Two rules did not have a significant impact on AkzoNobel Group’s financial statements as of March 31, 2026. Countries continue to introduce local legislation implementing the Pillar Two framework with terms that may differ from the OECD. If any of the countries in which AkzoNobel Group has significant tax exposure introduce local legislation implementing the Pillar Two framework with terms that differ from the OECD’s framework, it could have a material adverse impact on AkzoNobel Group’s effective tax rate and tax liabilities. In addition, the OECD continues to issue interpretations and administrative guidance, which may vary from AkzoNobel Group’s expectations and could have a material adverse impact on its effective tax rate and tax liabilities.

Risks Relating to Axalta Group’s Business

You should read and consider the risk factors specific to Axalta Group’s business that will also affect MergeCo Group after completion. These risks are described in Item 1A of Axalta’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which is incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” for the location of information incorporated by reference into this proxy statement/prospectus.

 

81

COMPARATIVE PER SHARE MARKET PRICE

AkzoNobel ordinary shares are traded on Euronext Amsterdam under the trading symbol “AKZA.” Axalta common shares are listed on the NYSE under the trading symbol “AXTA.”

The following table sets forth the closing prices for AkzoNobel ordinary shares and Axalta common shares on Euronext Amsterdam and the NYSE, respectively, as of November 17, 2025, the last trading day of AkzoNobel ordinary shares and Axalta common shares prior to AkzoNobel’s and Axalta’s announcement of their entry into the merger agreement. The table also shows the implied value of the proposed merger consideration, with and without taking the pre-completion dividend into account, for each Axalta common share as of the same date. The implied value of the proposed merger consideration taking into account the pre-completion dividend was calculated by multiplying (i) 0.6539, the exchange ratio pursuant to the merger agreement, by (ii) the implied pro forma equity value per AkzoNobel ordinary share of €39.88 (or $46.26 based on the Euro-Dollar exchange rate as of November 17, 2025), which pro forma equity value per AkzoNobel ordinary share was calculated as the closing price of the AkzoNobel ordinary shares on November 17, 2025 of €56.64 (or $65.69 based on the Euro-Dollar exchange rate as of November 17, 2025), adjusted for the pre-completion distribution by subtracting €14.53 (or $16.85 based on the Euro-Dollar exchange rate as of November 17, 2025) and further adjusted to reflect pro forma ownership for Axalta shareholders and AkzoNobel shareholders in the combined company of 45% and 55%, respectively. The implied value without taking the pre-completion dividend into account was calculated by multiplying the closing price of an AkzoNobel ordinary share on Euronext Amsterdam on the relevant date by the Euro-Dollar exchange rate on such date and multiplying such resulting value by the exchange ratio of 0.6539.

 

		AkzoNobel Ordinary Share				Axalta Common Share				Implied Per Share Value of Merger Consideration with the pre-completion dividend				Implied Per Share Value of Merger Consideration without the pre-completion dividend
November 17, 2025		€	56.64			$	28.18			$	30.25			$	42.93

The market prices of AkzoNobel ordinary shares and Axalta common shares and the Euro-Dollar exchange rate have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the Axalta special meeting and completion, and the market price of MergeCo ordinary shares and the Euro-Dollar exchange rate will continue to fluctuate after completion. No assurance can be given concerning the market prices of AkzoNobel ordinary shares and Axalta common shares and the Euro-Dollar exchange rate before completion or AkzoNobel ordinary shares and the Euro-Dollar exchange rate after completion. The exchange ratio is fixed in the merger agreement, but the market price of the AkzoNobel ordinary shares (and therefore the value of the merger consideration when received by Axalta shareholders) upon completion could be greater than, less than or the same as shown in the table above. Accordingly, Axalta shareholders are advised to obtain current market quotations for AkzoNobel ordinary shares and Axalta common shares when considering whether to vote for the merger proposal.

 

82

THE AXALTA SPECIAL MEETING

This proxy statement/prospectus is being provided to Axalta shareholders in connection with the solicitation of proxies by the Axalta Board for use at the Axalta special meeting and at any adjournments or postponements of the Axalta special meeting. Axalta shareholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement.

Date, Time and Place of the Axalta Special Meeting

The Axalta special meeting will be held completely virtually on August 5, 2026 at 9:00 a.m. (Eastern Time) (unless the Axalta special meeting is adjourned or postponed). Axalta’s shareholders will be able to virtually attend and vote at the Axalta special meeting by visiting proxydocs.com/AXTASM, which is the Axalta special meeting website. You are entitled to attend and participate in the Axalta special meeting only if you were an Axalta shareholder of record as of the close of business on June 11, 2026, the record date for the Axalta special meeting, or hold a valid proxy of such an Axalta shareholder for the Axalta special meeting. To be admitted to the shareholder’s portion of the Axalta special meeting at proxydocs.com/AXTASM, you must enter the 16-digit control number found on your proxy card or voting instruction form. Please note that you will not be able to attend the Axalta special meeting in person.

Purpose of the Axalta Special Meeting

The Axalta special meeting is being held to consider and vote upon the following proposals:

 

•

the bye-laws proposal;

 

•

the merger proposal;

 

•

the advisory compensation proposal; and

 

•

the adjournment proposal.

Recommendation of the Axalta Board

The Axalta Board unanimously recommends that Axalta shareholders vote:

 

•

“FOR” the bye-laws proposal;

 

•

“FOR” the merger proposal;

 

•

“FOR” the advisory compensation proposal; and

 

•

“FOR” the adjournment proposal.

This proxy statement/prospectus contains important information regarding these proposals and factors that Axalta shareholders should consider when deciding how to cast their votes. Axalta shareholders are encouraged to read carefully and in its entirety this proxy statement/prospectus, including the annexes to this proxy statement/prospectus and documents incorporated by reference into this proxy statement/prospectus.

For additional information on the recommendation of the Axalta Board, see the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Recommendation of the Axalta Board and Its Reasons for the Transaction.”

Record Date for the Axalta Special Meeting and Voting Rights

The record date for the Axalta special meeting is June 11, 2026. You are entitled to vote at the Axalta special meeting only if you were an Axalta shareholder of record as of the close of business on the Axalta record

 

83

date, or if you hold a valid proxy for the Axalta special meeting. On each matter to be voted on at the Axalta special meeting, you are entitled to one vote for each fully paid Axalta common share held of record as of the Axalta record date. The record date for the Axalta special meeting is earlier than the date of the Axalta special meeting. If you own Axalta common shares on the record date and transfer your shares after the record date but prior to the Axalta special meeting, you will retain your right to vote such Axalta common shares at the Axalta special meeting. However, you will have transferred the right to receive the merger consideration to the person to whom you transferred your Axalta common shares.

As of the close of business on the Axalta record date, there were 214,018,930 Axalta common shares issued. A complete list of Axalta shareholders of record entitled to vote at the Axalta special meeting will be available for inspection at the registered office of Axalta at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda during regular business hours for a period of no less than 10 days before the Axalta special meeting. The list of Axalta shareholders will also be made available online during the Axalta special meeting at the Axalta meeting website.

Attending the Axalta Special Meeting

You are entitled to participate in the Axalta special meeting only if you were an Axalta shareholder of record as of the close of business on the Axalta record date or if you hold a valid proxy for the Axalta special meeting. To attend online and participate in the Axalta special meeting, you will need to use the 16-digit control number found on your proxy card or voting instruction form to log into proxydocs.com/AXTASM. You cannot attend the Axalta special meeting in person.

The Axalta special meeting will begin on August 5, 2026 at 9:00 a.m. (Eastern Time). Axalta encourages you to access the Axalta special meeting shortly prior to the start time to allow time for online check-in. If you experience technical difficulties during the Axalta special meeting, you should call the technical support phone number provided when you log in to the Axalta special meeting.

Quorum; Abstentions and Broker Non-Votes

A quorum must be present at the Axalta special meeting for any business to be conducted at the Axalta special meeting. Two or more persons present at the start of the Axalta special meeting and representing in person or by proxy in excess of 50% of the total issued voting shares at the Axalta special meeting will constitute a quorum. Failure of a quorum at the Axalta special meeting may result in an adjournment of the Axalta special meeting and may subject Axalta to additional costs and expenses.

Abstentions will have no direct effect on the bye-laws proposal, the merger proposal, the advisory compensation proposal or the adjournment proposal, assuming a quorum is present. If a beneficial owner of Axalta common shares held in “street name” does not give any voting instructions to the broker, bank, nominee or other holder of record, then those Axalta common shares will count towards quorum requirements if the broker, bank, nominee or other holder of record is present or represented at the Axalta special meeting but will not be voted on any proposal for which voting instructions have not been given.

Required Votes

The votes required for each proposal are as follows:

 

•

The bye-laws proposal: Assuming a quorum is present at the Axalta special meeting, approval and adoption of the bye-laws proposal will require the affirmative vote of a majority of the votes cast by Axalta shareholders that are present (in person or by proxy) and voting at the Axalta special meeting.

 

•

The merger proposal: If the bye-laws proposal is approved by the Axalta shareholders, and the bye-laws as amended and restated in accordance with the bye-laws proposal are adopted, and assuming

 

84

a quorum is present at the Axalta special meeting, approval of the merger proposal will require the affirmative vote of a majority of the votes cast by Axalta shareholders of issued Axalta common shares that are present (in person or by proxy) and voting at the Axalta special meeting. If the bye-laws proposal is not approved by the Axalta shareholders, and assuming a quorum is present at the Axalta special meeting, approval of the merger proposal will require the affirmative vote of a three-fourths majority of the votes cast by Axalta shareholders of issued Axalta common shares that are present (in person or by proxy) and voting at the Axalta special meeting.

 

•

The advisory compensation proposal: Assuming a quorum is present at the Axalta special meeting, approval of the advisory compensation proposal will require the affirmative vote of a majority of the votes cast by Axalta shareholders that are present (in person or by proxy) and voting at the Axalta special meeting.

 

•

The adjournment proposal: Assuming a quorum is present at the Axalta special meeting, approval of the adjournment proposal will require the affirmative vote of a majority of the votes cast by Axalta shareholders that are present (in person or by proxy) and voting at the Axalta special meeting.

Your vote is very important regardless of the number of Axalta common shares that you own. The transactions contemplated by the merger agreement, including the transaction, cannot be completed without the approval of the merger proposal.

Voting by Axalta’s Directors and Executive Officers

As of the close of business on the Axalta record date, Axalta’s directors and executive officers had the right to vote approximately 1,011,924 shares of the then-issued Axalta common shares at the Axalta special meeting, collectively representing approximately 0.47% of the Axalta common shares issued and entitled to vote on that date. Axalta currently expects that Axalta’s directors and executive officers will vote their Axalta common shares “FOR” the bye-laws proposal, “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal, although they have no obligation to do so.

Methods of Voting

Axalta shareholders of record as of the close of business on the Axalta record date may have their Axalta common shares voted by submitting a proxy or may vote at the Axalta special meeting by following the instructions provided on the enclosed proxy card. The record date for the Axalta special meeting is earlier than the date of the Axalta special meeting. If you own Axalta common shares on the record date and transfer your shares after the record date but prior to the Axalta special meeting, you will retain your right to vote such Axalta common shares at the Axalta special meeting. However, you will have transferred the right to receive the merger consideration to the person to whom you transferred your Axalta common shares. Axalta recommends that Axalta shareholders entitled to vote submit a proxy by 11:59 p.m. (Eastern Time), on August 4, 2026, even if they plan to attend the Axalta special meeting. Axalta shareholders whose Axalta common shares are registered directly in their name with Axalta’s transfer agent, Equiniti Trust Company LLC (formerly American Stock Transfer & Trust Company), are considered, with respect to those Axalta common shares, a shareholder of record.

Axalta shareholders who hold their Axalta common shares beneficially in “street name” through a broker, bank, nominee or other holder of record and wish to submit a proxy must provide instructions to the broker, bank, nominee or other holder of record that holds their Axalta common shares of record as to how to vote such Axalta common shares with respect to the bye-laws proposal, the merger proposal, the advisory compensation proposal and the adjournment proposal by following the voting instructions contained in the voting instruction form sent to you by your broker, bank, nominee or other holder of record. If you hold your Axalta common shares in “street name” and you have not received a voting instruction form, please contact the broker, bank, nominee or other holder of record that holds your Axalta common shares of record as soon as possible so that

 

85

you can be provided with a voting instruction form. Axalta shareholders who hold their Axalta common shares beneficially and wish to vote online at the Axalta special meeting must receive a voting instruction form with a 16-digit control number from their broker, bank, nominee or other holder of record and submit a “legal proxy” received from their broker, bank, nominee or other holder of record. If you do not have a control number, please contact your broker, bank, nominee or other holder of record as soon as possible so that you can be provided with a control number.

Axalta shareholders of record may submit a proxy in one of three ways or vote at the Axalta special meeting:

 

•

By Internet: Axalta shareholders of record may submit their proxy through the internet by following the instructions set forth on the enclosed proxy card. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. (Eastern Time), on August 4, 2026. Axalta shareholders of record who submit a proxy via the internet should NOT send in their proxy card by mail.

 

•

By Telephone: Axalta shareholders of record may submit their proxy by calling the toll-free telephone number shown on the proxy card and following the recorded instructions. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. (Eastern Time), on August 4, 2026. Axalta shareholders of record who submit a proxy via telephone should NOT send in their proxy card by mail.

 

•

By Mail: Axalta shareholders of record may submit their proxy by properly completing, signing and dating the proxy card and sending it back to Axalta in the postage-paid envelope provided (if mailed in the United States). Axalta shareholders of record who vote this way should mail the proxy card early enough so that it is received before the date of the Axalta special meeting.

 

•

At the Virtual Axalta Special Meeting: All Axalta shareholders of record may vote online during the Axalta special meeting via the internet at proxydocs.com/AXTASM. You may cast your vote electronically during the Axalta special meeting using the 16-digit control number found on your proxy card.

Axalta shareholders are encouraged to submit a proxy promptly. Each valid proxy received in time will be voted at the Axalta special meeting according to the choice specified with respect to each proposal. The giving of a proxy will not affect your right to vote at the Axalta special meeting should you choose to attend. All Axalta common shares that are entitled to vote at the Axalta special meeting and are represented by a properly completed and valid proxy received by the deadlines set forth above and not revoked will be voted at the Axalta special meeting in accordance with the instructions indicated in such proxy. If an Axalta shareholder signs a proxy card and returns it without giving instructions for voting on any proposal, the Axalta common shares represented by that proxy card may be voted “FOR” the bye-laws proposal, “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal. Your vote is important, regardless of the number of Axalta common shares you own. Please complete, sign, date and promptly return the enclosed proxy card today or authorize a proxy to vote through the internet or by phone.

Revocability of Proxies

If you are an Axalta shareholder of record, you may change your vote or revoke your proxy at any time prior to the final vote at the Axalta special meeting by:

 

•

delivering to Axalta’s Corporate Secretary by mail at Axalta Coating Systems Ltd., 1050 Constitution Avenue, Philadelphia, PA 19112, an instrument revoking the proxy, prior to or at the Axalta special meeting;

 

•

delivering a new proxy in writing, through the internet or by telephone, dated after the date of the proxy being revoked; or

 

•

attending the virtual Axalta special meeting and voting (attendance without casting a ballot will not, by itself, constitute revocation of a proxy).

 

86

Your most recent vote submitted by proxy card, internet or telephone, or your vote during the Axalta special meeting, is the vote that is counted. Your attendance at the Axalta special meeting by itself will not automatically change your vote or revoke your proxy.

For Axalta common shares you hold beneficially in “street name,” you may change your vote by submitting new voting instructions to your broker, bank, nominee or other holder of record following the instructions they provided, or, if you have obtained a “legal proxy” from your broker, bank, nominee or other holder of record giving you the right to vote your Axalta common shares at the Axalta special meeting, by attending and voting at the Axalta special meeting.

Proxy Solicitation Costs

The Axalta Board is soliciting proxies with respect to the bye-laws proposal, the merger proposal, the advisory compensation proposal and the adjournment proposal. Axalta will bear the costs and expenses of the solicitation of proxies, including the cost of preparing, assembling, printing, mailing and distributing these proxy materials to Axalta shareholders. In addition to sending and making available these proxy materials, proxies may be solicited by Innisfree M&A Incorporated or by directors, officers or employees of Axalta or AkzoNobel or their respective affiliates in person, by mail, by e-mail, by telephone, at the Axalta special meeting via the Axalta meeting website or by other means of communication. Axalta shareholders may also be solicited by press releases issued by Axalta and/or AkzoNobel, postings on Axalta’s or AkzoNobel’s websites and advertisements in periodicals. None of Axalta’s or AkzoNobel’s directors, officers or employees will be paid any additional compensation for soliciting proxies. Axalta has also retained Innisfree M&A Incorporated to assist in the solicitation of proxies for an estimated fee of $150,000, plus an additional success fee in an amount to be mutually agreed if Axalta shareholders approve the Axalta transaction-related proposals, plus an additional fee in an amount to be mutually agreed in the event of significant shareholder opposition to the transaction or if a third party announces a public offer to acquire at least a majority of the issued Axalta common shares, as well as reimbursement of certain customary fees and expenses. Axalta has also agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Axalta and AkzoNobel may also reimburse brokers, banks, nominees or other holders of record representing beneficial owners of Axalta common shares for their expenses in sending proxy solicitation materials to such beneficial owners and obtaining their proxies.

Statutory Appraisal Rights

Under Bermuda law, qualifying Axalta shareholders of record who do not vote in favor of the merger, and who are not satisfied that they have been offered fair value for their Axalta common shares, may within one month of the giving of the notice of the Axalta special meeting (delivered with this proxy statement/prospectus) apply to the Supreme Court of Bermuda for an appraisal of the fair value of their Axalta common shares, pursuant to Section 106 of the Bermuda Companies Act. The rights of dissenting shareholders to apply to the Supreme Court of Bermuda for an appraisal of the fair value of their common shares pursuant to Section 106(6) of the Bermuda Companies Act, are referred to herein as “appraisal rights.”

If an Axalta shareholder votes in favor of the merger proposal at the Axalta special meeting, such Axalta shareholder will not have the right to apply to the Supreme Court of Bermuda for an appraisal of the fair value of its Axalta common shares, and instead, if the merger is consummated, and as discussed in the section of this proxy statement/prospectus entitled “The Merger Agreement—Effect of the Merger and Merger Consideration,” each Axalta common share of such shareholder will be converted into the right to receive the merger consideration. Voting against the merger proposal, or not voting, will not in itself satisfy the requirements for notice and exercise of an Axalta shareholder’s right to apply for appraisal of the fair value of its Axalta common shares. Axalta shareholders who do not strictly comply with the requirements of Section 106(6) of the Bermuda Companies Act will not be entitled to exercise the appraisal rights granted thereunder.

Axalta shareholders that hold their Axalta common shares directly – not in the name of a broker, bank, nominee or other holder of record – are entitled to exercise their rights pursuant to Section 106 of the Bermuda

 

87

Companies Act. Accordingly, any Axalta shareholder whose Axalta common shares are not held in their own name, and who intends to invoke Section 106 of the Bermuda Companies Act, are advised to transfer their Axalta common shares into their own name in sufficient time to exercise their rights or consult with their brokers, banks, nominees or other holders of record, as applicable, to determine the appropriate procedures to exercise their rights pursuant to Section 106 of the Bermuda Companies Act. Section 106 of the Bermuda Companies Act may only be invoked in respect of Axalta common shares by qualifying Axalta shareholders who have not voted in favor of the merger proposal.

Notwithstanding the exercise by dissenting shareholders of their appraisal rights pursuant to Section 106(6) of the Bermuda Companies Act, at the effective time and subject to applicable law, each dissenting share subject to appraisal will be converted into the right to receive the merger consideration. If the appraised fair value is greater than the merger consideration paid, then in addition to such merger consideration, the applicable dissenting shareholder will be entitled to receive, following the decision of the Supreme Court of Bermuda, a cash payment equal to the difference between the appraised fair value and the merger consideration paid within one month after the appraised fair value is determined pursuant to such appraisal procedure.

Under the merger agreement, Axalta will promptly notify AkzoNobel of (i) any demands for appraisal (or attempted withdrawals or withdrawals thereof) and any other instruments served under the Bermuda Companies Act and received by Axalta in connection with the foregoing, and, to the extent Axalta has knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the dissenting shares under Section 106(6) of the Bermuda Companies Act and (ii) to the extent permitted by applicable law, the opportunity to participate with Axalta in negotiations and proceedings with respect to any written demands for appraisal under the Bermuda Companies Act. Axalta is not permitted to voluntarily make any payment with respect to, offer to settle or settle any such demands or applications or waive any failure to timely deliver a written demand for appraisal or timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act without the prior written consent of AkzoNobel.

For additional information on the available appraisal rights of Axalta shareholders, see the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Statutory Appraisal Rights.”

Tabulation of Votes

The Axalta Board has appointed a representative of BetaNXT, Inc. to serve as the inspector of election for the Axalta special meeting. The inspector of election will, among other matters, determine the number of Axalta common shares represented at the Axalta special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all of the proposals.

Adjournments

In accordance with the Axalta bye-laws, if a quorum is not present, the meeting will be adjourned to such day, time or place as the Axalta Board or secretary may determine and, whether or not a quorum is present, the chair of an Axalta special meeting may adjourn a meeting to another time and place without the consent or direction of the shareholders if the chairman determines that it is appropriate to adjourn the meeting. If a sufficient number of Axalta common shares are present at the Axalta special meeting or represented by proxy, and voted in favor of the merger proposal at the Axalta special meeting such that the requisite approval has been obtained, Axalta does not anticipate that it will adjourn or postpone the Axalta special meeting.

In connection thereto, the merger agreement provides that Axalta may, after consultation with AkzoNobel, postpone, adjourn or reconvene the Axalta special meeting (i) if it is necessary to postpone or adjourn the Axalta special meeting to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to the Axalta shareholders within a reasonable amount of time in advance of the Axalta special meeting, (ii) if, as of the time for which the Axalta special meeting is scheduled, there are insufficient Axalta common shares represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Axalta special meeting or (iii) to solicit additional proxies for the purpose of obtaining Axalta shareholder approval of

 

88

the merger proposal. However, unless otherwise agreed by AkzoNobel, the Axalta special meeting will not be postponed, adjourned or reconvened to a date that is more than 45 days after the date on which the Axalta special meeting was originally scheduled or less than five business days prior to the long stop date (as defined in the section of this proxy statement/prospectus entitled “The Merger Agreement—Efforts to Complete the Merger”).

Axalta shareholders are being asked at the Axalta special meeting to consider and vote on the adjournment proposal, a proposal that will give the Axalta Board the authority to adjourn the Axalta special meeting to solicit additional proxies in the event that there are not sufficient votes at the time of the Axalta special meeting to approve the merger proposal. Any adjournment of the Axalta special meeting by the Axalta Board will allow the Axalta shareholders who have already sent in their proxies to revoke them at any time before their use at the Axalta special meeting that was adjourned or postponed. Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting must be given to each Axalta shareholder entitled to attend and vote at the Axalta special meeting. Under the terms of the merger agreement, the Axalta special meeting cannot be postponed, adjourned or reconvened to a date that is more than 45 days after the date on which the Axalta special meeting was originally scheduled or less than five business days prior to the long stop date without the consent of AkzoNobel.

Other Matters

As of the date of this proxy statement/prospectus, the Axalta Board knows of no matters that will be presented for consideration at the Axalta special meeting other than as described in this proxy statement/prospectus.

Assistance

Axalta shareholders may contact Axalta’s proxy solicitor, Innisfree M&A Incorporated, with any questions concerning the merger agreement, the transaction or the other transactions contemplated by the merger agreement, or the accompanying proxy statement/prospectus, or if they would like additional copies of this proxy statement/prospectus or documents incorporated by reference herein, or need help voting their Axalta common shares:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders may call toll-free: +1 877 750 0854

Brokers and banks may call collect: +1 212 750 5833

AXALTA SHAREHOLDERS SHOULD CAREFULLY READ THIS PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE TRANSACTION. IN PARTICULAR, AXALTA SHAREHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A AND ANNEX B HERETO.

 

89

PROPOSAL 1: THE BYE-LAWS PROPOSAL

Axalta’s bye-laws do not currently specify the required approval threshold or quorum for a resolution at a general meeting to approve the merger or amalgamation of Axalta with any other company. Section 106 of the Bermuda Companies Act provides that, unless a company’s bye-laws provide otherwise, the resolution of the shareholders or class approving the merger or amalgamation of such company with any other company will require the affirmative vote of a three-fourths majority of the votes cast by Axalta shareholders of issued Axalta common shares that are present (in person or by proxy) and voting at the Axalta special meeting and the quorum necessary for such meeting shall be two persons at least holding or representing by proxy more than one-third of the issued shares of the company or the class, as the case may be. The bye-law amendment provides that a resolution proposed at a general meeting to approve the merger or amalgamation of Axalta with any other company will be required to be approved by the affirmative vote of a majority of the votes cast by Axalta shareholders that are present (in person or by proxy) and voting at such general meeting and the quorum for such general meeting to be as set forth in bye-law 26 of Axalta’s Second Amended and Restated Bye-Laws.

This amendment is intended to align the required approval threshold with respect to mergers and amalgamations with the approval thresholds required under Axalta’s bye-laws for other matters in respect of which Axalta shareholders are required to vote.

Accordingly, holders of Axalta common shares are being asked to approve at the Axalta special meeting the following amendment to Axalta’s bye-laws, effective immediately upon approval, requiring, for any resolution proposed at a general meeting to approve the merger or amalgamation of Axalta with any other company, the affirmative vote of a majority of the votes cast by Axalta shareholders that are present (in person or by proxy) and voting at such general meeting:

Merger or Amalgamation

A resolution proposed for consideration at a general meeting to approve the merger or amalgamation of the Company with any other company shall require the affirmative vote of a majority of the votes cast by Members that are present (in person or by proxy) and voting at such general meeting and the quorum for such general meeting shall be as set forth in Bye-law 26.”

If you sign and return a proxy and do not indicate how you wish to vote on the bye-laws proposal, your shares will not be voted on the bye-laws proposal.

The approval of the bye-laws proposal requires the affirmative vote of the holders of a majority of the votes properly cast at the Axalta special meeting by Axalta shareholders present at the Axalta special meeting (in person or by proxy) entitled to vote thereon as of the Axalta record date, assuming a quorum is present.

The Axalta Board unanimously recommends that Axalta shareholders vote “FOR” the bye-laws proposal.

 

90

PROPOSAL 2: THE MERGER PROPOSAL

General

At the Axalta special meeting, Axalta will ask its shareholders to vote on the adoption of the merger proposal. Adoption of the merger proposal is a condition to the obligations of Axalta and AkzoNobel to complete the transaction. If the bye-laws proposal is approved, adoption of the merger proposal requires the affirmative vote of the majority of the votes cast by Axalta shareholders of issued Axalta common shares that are present (in person or by proxy) and voting at the Axalta special meeting. If the bye-laws proposal is not approved, adoption of the merger proposal requires the affirmative vote of a three-fourths majority of the votes cast by Axalta shareholders of issued Axalta common shares that are present (in person or by proxy) and voting at the Axalta special meeting.

Transaction Structure

The merger agreement provides that, at the effective time, subject to and upon the terms and conditions of the merger agreement and the applicable provisions of the Bermuda Companies Act, Merger Sub will be merged with and into Axalta and the separate corporate existence of Merger Sub will cease and Axalta will continue as the surviving company with its shares held by Merger Sub 2 and AkzoNobel and, immediately prior to effecting the second merger, as a direct subsidiary of Merger Sub 2. Subject to and upon the terms and conditions set forth in the merger agreement and the applicable provisions of the Bermuda Companies Act, at the second effective time, Axalta will be merged with and into Merger Sub 2 and the separate corporate existence of Axalta will cease and Merger Sub 2 will continue as the surviving company and will remain a direct wholly-owned subsidiary of AkzoNobel. A copy of the merger agreement is attached as Annex A and Annex B to this proxy statement/prospectus and is incorporated by reference herein. You are urged to read the merger agreement carefully and in its entirety, as it (along with the Bermuda statutory merger agreements) is the legal document that governs the transaction. For a summary of the merger agreement, see the section of this proxy statement/prospectus entitled “The Merger Agreement.”

Merger Consideration

At the effective time, each issued Axalta common share (other than Axalta common shares owned by Axalta as treasury shares immediately prior to the effective time and any Axalta common shares owned by AkzoNobel or any of its directly or indirectly wholly-owned subsidiaries (including Merger Sub)) will be automatically converted into the right to receive 0.6539 of a duly authorized, validly issued and fully paid AkzoNobel ordinary share. All Axalta common shares owned by Axalta as treasury shares immediately prior to the effective time and any Axalta common shares owned by AkzoNobel or any of its subsidiaries, including Merger Sub, will be canceled and cease to exist, and no consideration will be due or delivered in exchange therefor. For the avoidance of doubt, no fraction of an AkzoNobel ordinary share will be issued by virtue of the merger. Instead of any such fractional AkzoNobel ordinary shares, each Axalta shareholder who would otherwise be entitled to receive a fractional AkzoNobel ordinary share will be entitled, to receive a cash payment (rounded to the nearest whole cent), in lieu of the issuance of any such fractional shares. For more information on the treatment of fractional shares, see the section of this proxy statement/prospectus entitled “The Merger Agreement—No Fractional Shares.”

Because the merger agreement provides for a fixed number of AkzoNobel ordinary shares to be issued as the consideration payable in exchange for each Axalta common share, the value of the merger consideration that Axalta shareholders will receive will depend on the market price of AkzoNobel ordinary shares at the time the transaction is completed. Based on the closing price of an AkzoNobel ordinary share on Euronext Amsterdam of €56.64 and the Euro-Dollar exchange rate of 1.159, in each case, on November 17, 2025, the last trading day before the public announcement of the merger agreement, the merger consideration represented, taking into account the pre-completion distribution, approximately $30.25 in implied value per Axalta common share. Based

 

91

on the closing price of an AkzoNobel ordinary share on Euronext Amsterdam of €59.94 and the Euro-Dollar exchange rate of 1.138, in each case, on June 23, 2026, the last practicable trading day before the date of this proxy statement/prospectus, the implied value of the merger consideration, taking into account the pre-completion distribution, is approximately $34.36 per share. The value of the merger consideration will fluctuate with the market price of AkzoNobel ordinary shares until the transaction is completed. As a result, the value of the merger consideration that Axalta shareholders will receive upon completion could be greater than, less than or the same as the value of the merger consideration on the date of this proxy statement/prospectus or at the time of the Axalta special meeting.

Background of the Transaction

The following chronology summarizes key meetings and events leading up to the signing of the merger agreement. This chronology does not purport to catalog every conversation or correspondence of, by, with or among members of the Axalta Board, Axalta’s management or Axalta’s financial advisors, legal advisors or other representatives, members of the AkzoNobel Boards, AkzoNobel’s management or AkzoNobel’s financial advisors, legal advisors or other representatives or any other person.

As part of their ongoing evaluation of Axalta’s business and long-term strategy, in concert with Axalta’s financial and legal advisors, the Axalta Board and Axalta’s senior management periodically review, consider and assess, in light of company performance and industry and macroeconomic conditions, potential opportunities for business combinations and mergers, joint ventures and other collaborations, acquisitions, alternatives for returning capital to Axalta’s shareholders and other alternatives to grow and improve Axalta’s business and to create long-term shareholder value. These reviews have, from time to time, included discussions as to whether Axalta should continue to execute on its strategy as a stand-alone public company, consider alternative capital allocation approaches, pursue various joint ventures, acquisitions or divestitures, or pursue a business combination or sale of Axalta and whether any such potential alternative would enhance shareholder value, taking into account the potential benefits and risks of any such potential alternative. As a result, members of Axalta management have, from time to time, engaged in discussions with representatives of numerous other companies that operate in the coatings industry or adjacent industries regarding such opportunities, including (i) exploring a potential merger of equals transaction between Axalta and the “Paints and Coatings” business of AkzoNobel in 2017, which, as announced in a press release issued by Axalta on November 21, 2017, did not occur after the parties were unable to reach mutually agreeable terms, and (ii) subsequent preliminary discussions from time-to-time between representatives of Axalta and representatives of AkzoNobel regarding a potential transaction between Axalta and AkzoNobel. Since January 2023, the Axalta Board, together with Axalta management, representatives of J.P. Morgan and Evercore and other financial advisors that have been engaged at various points since that time, has spent significant time assessing opportunities for Axalta to generate long-term shareholder value both organically and inorganically.

At the end of 2023, with the Axalta Board’s approval, Chris Villavarayan, Axalta’s chief executive officer, approached a global materials company that we refer to as “Party A” regarding Axalta’s potential acquisition of Party A to create a diversified coatings company with increased scale and an enhanced growth profile.

On January 5, 2024, Axalta and Party A entered into a mutual confidentiality agreement to facilitate discussions between Axalta and Party A with respect to Axalta’s potential acquisition of Party A. This mutual confidentiality agreement did not contain a standstill provision.

During the beginning of 2024, Mr. Villavarayan also approached, and held discussions with, a global coatings company that we refer to as “Party B” regarding the potential sale of a significant portion of Axalta’s business to Party B (the “Potential Party B Divestment”). Such approach followed a handful of discussions between Mr. Villavarayan and management of Party B during 2023, as well as analysis by Axalta management regarding the sum-of-the-parts valuation of Axalta’s businesses.

On January 22, 2024, Axalta and Party B entered into a mutual non-disclosure agreement to facilitate discussions between Axalta and Party B with respect to the Potential Party B Divestment. This mutual

 

92

non-disclosure agreement contained a mutual standstill provision, but not a “don’t ask, don’t waive” provision, that would automatically terminate with respect to a party upon the entry by the other party into a definitive agreement providing for an acquisition by a third party, and would otherwise expire on January 22, 2026. Thereafter, members of Axalta management responded to certain diligence questions from Party B in connection with the Potential Party B Divestment.

Over the course of January 2024 through May 2024, members of Axalta management, as well as Rakesh Sachdev, the chair of the Axalta Board, and a representative from Evercore, financial advisor to Axalta, for certain meetings, met with representatives of Party A on a number of occasions to continue discussions regarding a potential strategic transaction between Axalta and Party A, including the potential for a combination of the businesses and operations of Axalta and Party A to generate value for both companies’ shareholders.

On February 28, 2024, the Axalta Board, together with members of Axalta management and representatives of J.P. Morgan, financial advisor to Axalta, met for a regularly scheduled meeting and discussed, among other items, certain potential strategic alternatives available to Axalta, including the potential acquisition of Party A and the Potential Party B Divestment.

On April 29, 2024, Mr. Villavarayan and Grégoire Poux-Guillaume, AkzoNobel’s chief executive officer, met in person and discussed arranging future meetings to explore a potential strategic transaction between Axalta and AkzoNobel.

In early May 2024, Mr. Sachdev and Mr. Villavarayan, together with a representative from Evercore, met in person with the chair of Party A’s board and the chief executive officer of Party A to continue discussions regarding Axalta’s potential acquisition of Party A. During this meeting, the chair of Party A’s board indicated that Party A would potentially consider a transaction which ascribed an enterprise value of $9 billion to Party A.

On May 16, 17 and 19, 2024, members of Axalta management met in person with members of Party A management to tour both Axalta’s and Party A’s headquarters and to continue discussions regarding the potential acquisition of Party A by Axalta.

On June 5 and 6, 2024, the Axalta Board, together with members of Axalta management, met for a regularly scheduled meeting and discussed, among other items, Axalta’s ongoing review of certain potential strategic alternatives available to Axalta, including the Potential Party B Divestment, a potential strategic transaction between Axalta and AkzoNobel and Axalta’s potential acquisition of Party A. Axalta management noted that the purchase price indicated by Party B for the Potential Party B Divestment was lower than what Axalta management considered to be a reasonable valuation for such portions of Axalta’s business and was decretive to the trading multiple for Axalta’s common shares. Axalta management also noted that, following various conversations with Party B’s management, Axalta management had doubts regarding the commitment of Party B to moving forward with the potential transaction at an acceptable purchase price, and therefore management recommended that Axalta cease pursuing the Potential Party B Divestment and focus on other strategic alternatives. The Axalta Board and Axalta management also discussed a planned meeting between Mr. Villavarayan and Mr. Poux-Guillaume and, in connection therewith, reviewed and discussed certain publicly available financial and business information regarding AkzoNobel and potential synergies and value creation from a potential combination of Axalta and AkzoNobel. The Axalta Board and Axalta management then discussed Axalta’s potential acquisition of Party A, including diligence considerations, Axalta’s valuation of Party A, financing and structure for the potential transaction (including the expected leverage and investor perception and other challenges at such leverage level).

Later on June 6, 2024 and continuing through June 9, 2024, Mr. Sachdev and Mr. Villavarayan had a series of calls with the chief executive officer of Party A and the chair of Party A’s board during which Mr. Sachdev and Mr. Villavarayan informed the chief executive officer of Party A and the chair of Party A’s board that Axalta was interested in continuing to assess a potential business combination between Axalta and Party A but that an acquisition of Party A by Axalta was not actionable in the near-term due to then-current market conditions (including the expected leverage required to implement such acquisition).

 

93

On June 17, 2024, Mr. Villavarayan and Mr. Poux-Guillaume met in person to discuss a potential strategic transaction between Axalta and AkzoNobel, including the potential benefits to Axalta’s and AkzoNobel’s respective shareholders arising from such a transaction, with Mr. Villavarayan proposing that the potential transaction between Axalta and AkzoNobel be structured as a merger of equals. Mr. Poux-Guillaume shared his perspective that AkzoNobel should receive a premium in such a transaction, given, in his view, the unjustified divergence in the trading multiples between AkzoNobel and Axalta at the time.

Later in June 2024 and early July 2024, Mr. Villavarayan and Mr. Poux-Guillaume had various discussions regarding a potential strategic transaction between Axalta and AkzoNobel and, on July 12, 2024, Mr. Villavarayan and Mr. Poux-Guillaume had a call during which they discussed potential synergies and regulatory considerations in connection with a potential strategic transaction between Axalta and AkzoNobel.

On August 30, 2024, Axalta and AkzoNobel entered into a mutual confidentiality agreement to facilitate discussions between representatives of Axalta and representatives of AkzoNobel with respect to a potential strategic transaction between Axalta and AkzoNobel. This mutual confidentiality agreement did not contain a standstill provision. During August 2024 and continuing through September 2024, members of Axalta management and AkzoNobel management met to further discuss next steps regarding a potential strategic transaction between Axalta and AkzoNobel, including the process by which Axalta and AkzoNobel might assess potential synergies and regulatory considerations.

On September 17, 18 and 19, 2024, the Axalta Board, together with members of Axalta management, met for a regularly scheduled meeting and reviewed and discussed, among other items, a potential strategic transaction between Axalta and AkzoNobel, as well as a number of other potential strategic alternatives, ranging from transformational transactions to bolt-on acquisitions. In the course of the discussion, Axalta management reviewed with the Axalta Board the potential creation of significant value for Axalta shareholders resulting from such a potential strategic transaction between Axalta and AkzoNobel and considered the potential for value creation from other potential strategic alternatives. The Axalta Board also discussed and reviewed, as it does every year, Axalta’s updated standalone three-year strategic plan across each of Axalta’s end-markets, taking into account changes in the macroeconomic conditions and other factors impacting each of Axalta’s end-markets.

From September 2024 through November 2024, representatives of Axalta and AkzoNobel continued to discuss a potential strategic transaction between Axalta and AkzoNobel, including, among other items, with respect to regulatory and legal analyses, synergies and potential governance structures for the combined company should a merger of equals be pursued.

On October 11, 2024, Axalta and AkzoNobel entered into a clean team agreement governing the terms and conditions under which the parties would exchange certain competitively sensitive information about each of Axalta and AkzoNobel in connection with a potential strategic transaction between the parties.

On October 22, 2024, Cravath and Nauta, in their capacity as legal advisors to Axalta, and De Brauw and another outside legal advisor, in their capacity as legal advisors to AkzoNobel, entered into a common interest, confidentiality and joint defense agreement to facilitate the sharing of certain competitively sensitive information about each of Axalta and AkzoNobel in connection with a potential strategic transaction between the parties.

During the course of October 2024 and the beginning of November 2024, Axalta and AkzoNobel each made available to the other and their outside legal advisors certain due diligence materials required to perform an initial analysis of regulatory approvals that could be required in connection with a potential strategic transaction between Axalta and AkzoNobel.

In addition, during the course of October 2024 and the beginning of November 2024, Mr. Villavarayan and Mr. Poux-Guillaume met and continued to discuss a potential strategic transaction between Axalta and AkzoNobel, and members of Axalta management and AkzoNobel management held multiple calls to discuss

 

94

such a potential strategic transaction, including potential synergies resulting from, and preliminary tax, regulatory and other legal analyses related to, such a transaction. During this time, Mr. Villavarayan and Mr. Poux-Guillaume discussed various potential key terms for a transaction between Axalta and AkzoNobel. In particular, they discussed a potential exchange ratio that would value both parties at Axalta’s then-current trading multiple, which would provide an implied 10% premium to AkzoNobel’s shareholders. Mr. Villavarayan also shared Axalta’s belief that the combined company should be listed solely in the United States and that a United States domiciled combined company had the potential to provide enhanced value creation for the shareholders of both parties. They also discussed representation from Axalta and AkzoNobel in the board and executive management team of the combined company.

On October 31, 2024, Mr. Villavarayan and Mr. Poux-Guillaume had a call to discuss a potential merger of equals between Axalta and AkzoNobel, during which Mr. Poux-Guillaume requested that such potential transaction be structured with the following key terms: (i) one party would have the right to select the chair of the board of directors of the combined company and the other party would have the right to select the chief executive officer of the combined company, (ii) the board of directors of the combined company would be composed of an equal number of Axalta and AkzoNobel designees and (iii) the combined company would be an entity incorporated under the laws of the Netherlands with its sole tax residency in the Netherlands (the “AkzoNobel October 2024 Request”). Mr. Villavarayan shared his views on the AkzoNobel October 2024 Request and said that he would discuss the same with the Axalta Board and then provide Mr. Poux-Guillaume a response.

On November 12, 2024, the Axalta Board, together with members of Axalta management, representatives of J.P. Morgan and Evercore, financial advisors to Axalta, and representatives of Cravath, legal advisors to Axalta, met for a regularly scheduled meeting. At such meeting, Mr. Tablin-Wolf discussed certain fiduciary duties considerations relevant to the Axalta Board’s consideration of the potential strategic transaction between Axalta and AkzoNobel. Members of Axalta management then provided the Axalta Board with an update on Axalta’s and its representatives’ interactions with AkzoNobel, including an overview of the AkzoNobel October 2024 Request. Axalta management also provided the Axalta Board with Axalta management’s proposed counterproposals to the AkzoNobel October 2024 Request, including (i) alternative potential jurisdictions of incorporation of the combined company for the parties’ further consideration, (ii) proposing that Axalta select the chief executive officer of the combined company and AkzoNobel select the chair of the board of directors of the combined company, (iii) establishing a board of directors with an odd number of directors composed of the chief executive officer of the combined company and an equal number of non-executive directors designated by each of Axalta and AkzoNobel and (iv) a sole United States listing for the combined company’s securities. Axalta management further noted that Messrs. Sachdev and Villavarayan had an in-person meeting scheduled for November 19, 2024 with Ben Noteboom, chair of the Supervisory Board of AkzoNobel, and Mr. Poux-Guillaume to discuss the AkzoNobel October 2024 Request. Following discussion, the Axalta Board directed Messrs. Sachdev and Villavarayan to proceed with the scheduled November 19, 2024 meeting and to convey to Messrs. Noteboom and Poux-Guillaume the counterproposals to the AkzoNobel October 2024 Request discussed during the meeting.

On November 14, 2024, Mr. Villavarayan and Mr. Poux-Guillaume had a call in advance of the scheduled November 19, 2024 meeting, in which Mr. Villavarayan conveyed Axalta’s counterproposals to the AkzoNobel October 2024 Request.

On November 15, 2024, Mr. Poux-Guillaume contacted Mr. Villavarayan to cancel the scheduled November 19, 2024 meeting and terminate discussions between Axalta and AkzoNobel regarding a potential strategic transaction between Axalta and AkzoNobel. Mr. Poux-Guillaume noted that Axalta and AkzoNobel were not aligned on the terms and framework for such strategic transaction (including with respect to Axalta’s response to the AkzoNobel October 2024 Request) and that AkzoNobel was not prepared to further pursue a merger of equals at that time due to then-current market conditions, including the parties’ respective share price performance, but that Mr. Noteboom was amenable to having a call with Mr. Sachdev to discuss AkzoNobel’s termination of discussions.

Beginning in November 2024, Axalta also held discussions with another company with a presence in the coatings industry that we refer to as “Party C” regarding Axalta’s potential acquisition of Party C pursuant to a

 

95

sales process Party C was conducting and entered into a non-disclosure agreement to facilitate such discussions. This non-disclosure agreement did not contain a standstill provision.

On December 6, 2024, Mr. Sachdev and Mr. Noteboom had a call in which Mr. Sachdev expressed, and Mr. Noteboom acknowledged, that a potential strategic transaction between Axalta and AkzoNobel could create value for both Axalta shareholders and AkzoNobel shareholders. Mr. Noteboom noted, however, that Axalta and AkzoNobel were not aligned on the framework for such strategic transaction and that AkzoNobel was not prepared to further pursue a merger of equals at that time due to then-current market conditions, including the parties’ respective share price performance.

On February 6, 2025, members of Axalta management met with the chief executive officer of another global coatings company that we refer to as “Party D.”

On February 7, 2025, the Axalta Board, together with members of Axalta management and representatives of J.P. Morgan, met for a regularly scheduled meeting and discussed, among other items, potential strategic alternatives to maximize Axalta shareholder value, including reengaging with Party A with respect to a potential strategic transaction with Party A and continued evaluation of a potential acquisition of Party C. Representatives of J.P. Morgan reviewed various financial elements with respect to reengaging with Party A and the potential acquisition of Party C, including the potential investor perception of each transaction. Based on the discussion, the Axalta Board directed Axalta management to reengage with Party A with respect to a potential strategic transaction with Party A and to continue evaluating a potential transaction with Party C.

On February 23, 2025, Mr. Sachdev held a call with the chair of Party A’s board of directors to discuss the potential terms of a potential strategic transaction with Party A. In addition, during February 2025, Mr. Villavarayan held a series of calls with the chief executive officer of Party A to discuss the potential framework for a potential strategic transaction with Party A.

On March 4 and 5, 2025, the Axalta Board, together with members of Axalta management and representatives of J.P. Morgan, met for a regularly scheduled meeting and discussed, among other items, potential strategic alternatives to maximize Axalta shareholder value, including a potential acquisition of Party C and a potential strategic transaction with Party A. During discussions of the evaluation of a potential acquisition of Party C, the Axalta Board continued to support Axalta management’s ongoing evaluation of such a transaction. Messrs. Sachdev and Villavarayan also provided the Axalta Board with an overview of their recent discussions with the chair of Party A’s board of directors and the chief executive officer of Party A, noting that representatives of Party A expressed a willingness to consider structuring a potential strategic transaction as a merger between Axalta and Party A. Following discussion, the Axalta Board directed Messrs. Sachdev and Villavarayan to continue discussions with the chair of Party A’s board of directors and the chief executive officer of Party A regarding a potential merger between Axalta and Party A.

On March 6, 2025, Mr. Sachdev had a call with the chair of Party A’s board of directors to communicate proposed terms of a potential merger between Axalta and Party A, including proposing that Party A shareholders would receive a cash/stock election (subject to a cap on cash consideration) for consideration representing a low- to mid-single-digit percentage premium to Party A’s stock price and that Party A would have certain limited governance rights in the combined company (the “Party A March Proposal”).

From March 6, 2025 to March 17, 2025, Mr. Sachdev and Mr. Villavarayan had a series of calls with the chair of Party A’s board of directors and the chief executive officer of Party A regarding the Party A March Proposal. During these calls, Mr. Sachdev and Mr. Villavarayan discussed with the chair of Party A’s board and the chief executive officer of Party A a fixed exchange ratio equal to 0.78 Axalta common shares per Party A common share, with a $10.00 per Party A share cash election available to Party A shareholders (subject to an aggregate cap on cash consideration). Throughout these calls, Party A maintained that the aggregate cash consideration cap should be higher than Axalta’s proposed cash consideration cap.

 

96

On March 17, 2025, Mr. Sachdev and the chair of Party A’s board of directors had a call in which the chair of Party A’s board of directors indicated that Party A believed alignment between the companies on key deal terms may be challenging and proposed arranging a meeting between the chief executive officer of Party A and members of the Axalta Board to further discuss the potential strategic transaction.

On March 20, 2025, representatives of Axalta submitted an initial, non-binding written indication of interest for the acquisition of Party C to Party C’s financial advisor, ascribing an enterprise value of $1.25 billion for Party C. From March 2025 through April 2025, Axalta and representatives of J.P. Morgan, Cravath and Axalta’s outside counsel in various jurisdictions conducted due diligence on Party C and negotiated drafts of a transaction agreement for the acquisition of Party C by Axalta. Later, on April 30, 2025, Axalta submitted an updated, non-binding written indication of interest for the acquisition of Party C, ascribing an enterprise value of $1.3 billion for Party C. Thereafter, representatives of Axalta and Party C discussed Axalta’s April 30, 2025 proposal, and Axalta ultimately determined that an acquisition of Party C was not currently actionable on the terms Party C was seeking.

On March 31, 2025, as a follow up to the March 17, 2025 discussion between Mr. Sachdev and the chair of Party A’s board of directors, the chief executive officer of Party A met with Mr. Sachdev and certain other members of the Axalta Board, during which the chief executive officer of Party A provided additional details about Party A’s growth strategy and how Party A believed its business could contribute to the growth of the combined company that would result from a merger between Axalta and Party A.

Also during March 2025 and through early May 2025, Mr. Poux-Guillaume and Mr. Villavarayan engaged in a series of communications to discuss Axalta’s and AkzoNobel’s respective willingness to reengage in discussions regarding a potential strategic transaction between Axalta and AkzoNobel.

On April 7, 2025, Mr. Sachdev and the chair of Party A’s board of directors had a call in which Mr. Sachdev informed the chair of Party A’s board of directors that, although Axalta did not wish to foreclose the possibility of a strategic transaction between Axalta and Party A, the potential strategic transaction between Axalta and Party A seemed challenging due to market conditions, including due to levels of resulting indebtedness and global macroeconomic conditions. Thereafter, members of Axalta management and Party A management met on several occasions in the course of April 2025 and May 2025 to further discuss the business of Party A and the potential benefits and rationale of a potential combination between Axalta and Party A, including potential synergies and the potential frameworks for such a combination.

During May 2025 and June 2025, Axalta and another global coatings company that we refer to as “Party E” held a number of discussions regarding the potential combination of their two businesses. Axalta ultimately determined that such a combination was not actionable in the near-term due to various governance constraints applicable to Party E.

During the first two weeks of May 2025, Mr. Villavarayan and Mr. Poux-Guillaume had a series of calls during which they discussed potential terms of a strategic transaction between Axalta and AkzoNobel. Mr. Poux-Guillaume initially proposed structuring any such transaction as a merger with the following key terms: (i) an exchange ratio based on either the spot or thirty-day volume-weighted average price of each of Axalta’s and AkzoNobel’s share prices; (ii) the combined company would be an entity incorporated under the laws of the Netherlands with its sole tax residency in the Netherlands; and (iii) the combined company would have its sole headquarters in the Netherlands. After calls with Mr. Villavarayan during which Mr. Villavarayan and Mr. Poux-Guillaume debated the merits of structuring any such transaction in accordance with Mr. Poux-Guillaume’s proposals, Mr. Poux-Guillaume proposed the following updated and additional key terms for such a transaction: (i) the exchange ratio would be set such that Axalta shareholders would own 45% and AkzoNobel shareholders would own 55% of the combined company on a pro forma basis immediately after closing, with AkzoNobel shareholders receiving a special cash distribution prior to closing to achieve such pro forma ownership split (the “Pre-Completion Distribution”); (ii) one party would have the right to select the chair of the board of directors of the combined company and the other party would have the right to select the chief executive officer of the

 

97

combined company; (iii) the combined company would have a two-tier board; (iv) the combined company would be an entity incorporated under the laws of the Netherlands with its sole tax residency in the Netherlands; (v) the combined company would have dual headquarters in the Netherlands and the United States; and (vi) the combined company would be dual listed on the New York Stock Exchange and Euronext Amsterdam at closing (the “AkzoNobel May 2025 Proposal”).

On May 16 and 17, 2025, Mr. Villavarayan and others from Axalta management met with the chief executive officer of Party A and others from Party A management to discuss the potential combination of Party A and Axalta. Such meeting included management presentations from both respective management teams, as well as a review of potential synergies.

On May 19, 2025, Mr. Villavarayan and Mr. Poux-Guillaume had a call to further discuss the AkzoNobel May 2025 Proposal. Among other things, Mr. Villavarayan conveyed Axalta’s positions that the combined company would need to have a one-tier board and should not have a foundation (stichting) with special governance rights, and that Axalta and AkzoNobel should continue to discuss domicile considerations for the combined company.

On May 22, 2025, members of Axalta management met with members of Party D management as part of a series of discussions regarding the potential acquisition of Party D by Axalta. Ultimately, Party D informed Axalta that an acquisition was not actionable in the near-term due to Axalta’s valuation of Party D and then-current market conditions.

On May 23, 2025, Mr. Sachdev and the chair of Party A’s board had a call to further discuss the potential combination of Axalta and Party A. Mr. Sachdev communicated that Axalta was not prepared to move forward with the contemplated strategic transaction with Party A due to challenging market conditions. In response, the chair of Party A’s board of directors verbally indicated to Mr. Sachdev that Party A was prepared to acquire Axalta, noting that Party A’s board of directors was supportive of pursuing such an acquisition. The chair of Party A’s board of directors verbally proposed that such an acquisition would be at a 15% premium to Axalta’s then-current stock price with the consideration consisting of 50% cash and 50% Party A stock (the “Party A May 2025 Proposal”).

On May 27, 2025, the Axalta Board, together with members of Axalta management, representatives of J.P. Morgan and Incentrum Group (referred to as “Incentrum”), financial advisor to Axalta, and representatives of Cravath, held a special meeting to discuss the AkzoNobel May 2025 Proposal and the Party A May 2025 Proposal. Discussion ensued regarding Axalta’s recent interactions with AkzoNobel and Party A, the potential terms of each such transaction and the respective potential value creation opportunities arising from each of the AkzoNobel May 2025 Proposal, the Party A May 2025 Proposal and the previously contemplated acquisition of Party A by Axalta. Mr. Villavarayan noted that a meeting between Messrs. Sachdev and Villavarayan and Messrs. Noteboom and Poux-Guillaume to further negotiate key terms contemplated by the AkzoNobel May 2025 Proposal was scheduled for May 29, 2025, and, following discussion, the Axalta Board directed Messrs. Sachdev and Villavarayan to proceed with the scheduled May 29, 2025 meeting with Messrs. Noteboom and Poux-Guillaume.

On May 29, 2025, Messrs. Sachdev and Villavarayan had a call with Messrs. Noteboom and Poux-Guillaume to discuss and negotiate the key terms contemplated by the AkzoNobel May 2025 Proposal. During this meeting, Messrs. Sachdev and Villavarayan proposed that the exchange ratio would be set such that Axalta shareholders would own 45% and AkzoNobel shareholders would own 55% of the combined company on a pro forma basis immediately after closing, with AkzoNobel shareholders receiving the Pre-Completion Distribution prior to closing to achieve such pro forma ownership split. Messrs. Sachdev and Villavarayan reiterated Axalta’s position that the combined company should have a one-tier board and no foundation (stichting) with special governance rights, and that the one-tier board should be composed of an equal number of legacy Axalta and AkzoNobel directors with additional independent directors jointly designated by Axalta and AkzoNobel. Messrs.

 

98

Sachdev and Villavarayan discussed the domicile of the combined company with Messrs. Noteboom and Poux-Guillaume, with Messrs. Sachdev and Villavarayan proposing that the combined company be domiciled in Ireland or, if the combined company was domiciled in the Netherlands, that it would have its sole headquarters in the United States.

On June 2, 2025, the chair of Party A’s board of directors delivered to the Axalta Board a non-binding proposal to acquire Axalta for $35.00 per Axalta common share, consisting of $15.00 in cash per Axalta common share and $20.00 in Party A’s common stock per Axalta common share (the “Party A June 2025 Proposal”). The Party A June 2025 Proposal noted that Party A expected to raise approximately $3 billion in additional debt and raise an additional $1.25 billion of equity financing in the form of convertible preferred equity in order to finance the cash component of the potential transaction.

On June 3 and 4, 2025, the Axalta Board, together with members of Axalta management and representatives of Cravath, met for a regularly scheduled meeting and discussed, among other items, certain potential strategic alternatives available to Axalta. Mr. Villavarayan reviewed with the Axalta Board the status of the ongoing discussions with AkzoNobel regarding the AkzoNobel May 2025 Proposal and the terms of the Party A June 2025 Proposal. Axalta management then reviewed with the Axalta Board the respective potential value creation opportunities arising from each of Axalta’s current standalone plan, the potential acquisition by Axalta of Party C, the Party A June 2025 Proposal and the AkzoNobel May 2025 Proposal. Mr. Villavarayan and other members of Axalta management then reviewed with the Axalta Board an initial, high-level draft of Axalta’s strategic plan for 2027-2029 (the “2029 A-Plan”). Representatives of Cravath noted that the Axalta Board should consider Axalta’s potential strategic alternatives, including the AkzoNobel May 2025 Proposal and the Party A June 2025 Proposal, in light of the Board’s fiduciary duties under applicable law. Following discussion, the Axalta Board reaffirmed the Axalta Board’s support of Axalta management continuing to simultaneously pursue potential transactions with Party A and AkzoNobel.

On June 3, 2025, Mr. Sachdev and Mr. Noteboom had a call to further discuss the potential domicile and leadership of the combined company.

Following the Axalta Board meeting and through June 6, 2025, Mr. Villavarayan and Mr. Poux-Guillaume engaged in a series of communications to discuss proposed governance terms and domicile for the combined company during which Mr. Villavarayan noted Axalta’s proposal to domicile the combined company in Ireland and Mr. Poux-Guillaume indicated that AkzoNobel would not agree to domicile the combined company outside of the Netherlands but would agree to Axalta’s positions that the combined company have a one-tier board of directors and no foundation (stichting) with special governance rights.

Also on June 6, 2025, Mr. Villavarayan and the chief executive officer of Party A had a call to discuss the Party A June 2025 Proposal and, later on June 6, 2025, members of Party A management delivered a diligence request list to Axalta.

On June 7, 2025, Mr. Poux-Guillaume delivered certain materials to Mr. Villavarayan comparing domiciliation considerations between Ireland and the Netherlands and, in connection therewith, reiterated AkzoNobel’s proposal that the combined company be domiciled in the Netherlands. Mr. Villavarayan provided responsive materials to Mr. Poux-Guillaume outlining the benefits of domiciling the combined company in Ireland instead of the Netherlands, which materials and potential domicile were then discussed on a June 10, 2025 phone call between Mr. Villavarayan and Mr. Poux-Guillaume.

On June 11, 2025, Mr. Poux-Guillaume provided Mr. Villavarayan a draft of a non-binding “heads of terms” setting forth certain proposed key terms for a potential strategic transaction between Axalta and AkzoNobel (the “June 11, 2025 Heads of Terms”). Among other terms, the June 11, 2025 Heads of Terms reflected: (i) structuring the potential transaction as a merger of equals, with ownership of the combined company based on valuing AkzoNobel’s and Axalta’s respective contribution to the combined business at 63%

 

99

and 37%, respectively, of the combined business and AkzoNobel shareholders receiving the Pre-Completion Distribution to adjust the exchange ratio such that AkzoNobel shareholders and Axalta shareholders would own, respectively, 55% and 45% of the combined company on a pro forma basis immediately after closing; (ii) Axalta’s prior proposal of a one-tier board of directors with no foundation (stichting) with special governance rights; (iii) that such one-tier board of directors would initially be comprised of an equal number of Axalta and AkzoNobel representatives; (iv) domiciling the combined company in the Netherlands, but noting domicile in Ireland remained subject to ongoing consideration; (v) that the combined company would be dual-headquartered in the Netherlands and the United States, with its main headquarters in the Netherlands and its secondary headquarters in the United States; and (vi) that the chair of the board of directors of the combined company would be nominated by Axalta and the chief executive officer of the combined company would be nominated by AkzoNobel.

On June 12, 2025, representatives of Axalta opened a virtual data room to Party A and its representatives that included additional due diligence materials. Axalta continued to provide due diligence materials to Party A in response to Party A’s initial diligence request list and subsequent diligence requests, and held additional diligence calls and diligence sessions with Party A over the course of June 2025 and July 2025.

On June 12, 2025, after reviewing the June 11, 2025 Heads of Terms with Mr. Sachdev, members of Axalta management and representatives of J.P. Morgan and Cravath, Mr. Villavarayan had a call with Mr. Poux-Guillaume to discuss the June 11, 2025 Heads of Terms, including Axalta’s positions and proposed counterproposals on certain of the terms therein. Following the call, Mr. Villavarayan provided a revised draft of the non-binding “heads of terms” (the “June 12, 2025 Heads of Terms”) to Mr. Poux-Guillaume reflecting such discussion. Among other terms, the June 12, 2025 Heads of Terms reflected: (i) determining ownership of the combined company based on valuing AkzoNobel’s and Axalta’s respective contribution to the combined business based on a 30-day volume-weighted average price of their respective stock prices as of signing of definitive transaction documents, with AkzoNobel shareholders receiving the Pre-Completion Distribution to adjust the exchange ratio such that AkzoNobel shareholders and Axalta shareholders would own, respectively, 55% and 45% of the combined company on a pro forma basis immediately after closing; (ii) Axalta’s prior proposal of a one-tier board of directors with no foundation (stichting) with special governance rights, but updating AkzoNobel’s proposed board of directors composition such that the board of directors would initially be comprised of an equal number of Axalta and AkzoNobel representatives and either one or three jointly-designated independent directors; (iii) domiciling the combined company in Ireland but establishing its tax residency in the Netherlands; (iv) that the combined company would be dual-headquartered in the Netherlands and the United States, with no concept of main and secondary headquarters; and (v) that the chair of the board of directors of the combined company would be nominated by Axalta and the chief executive officer would be nominated by AkzoNobel, that the combined company would have a deputy chief executive officer that would also be nominated by Axalta and that the management team, including the chief financial officer, would be selected using a best athlete approach with an aim to achieve equal representation between Axalta and AkzoNobel.

On June 14, 2025, Mr. Villavarayan and Mr. Poux-Guillaume had a call to further discuss the June 12, 2025 Heads of Terms. Also on June 14, 2025, Mr. Sachdev and Mr. Noteboom had a call to discuss the June 12, 2025 Heads of Terms.

From June 16 to June 27, 2025, Mr. Villavarayan and Mr. Poux-Guillaume held a series of calls to further discuss the June 12, 2025 Heads of Terms. During these calls, Mr. Villavarayan and Mr. Poux-Guillaume continued to discuss the potential domicile and leadership of the combined company, and they spent significant time discussing the potential synergies that could result from a potential transaction between Axalta and AkzoNobel.

During the period from June 16 to June 27, 2025, members of Axalta management held a series of calls and meetings with members of AkzoNobel management, during which they spent significant time conducting diligence on potential synergy opportunities in connection with the potential transaction between Axalta and AkzoNobel.

 

100

On June 17, 2025, Mr. Tablin-Wolf and Ms. van Meer had a call to discuss the various regulatory analyses related to a merger of equals between Axalta and AkzoNobel. Following the call, representatives of Cravath and Nauta held a series of calls and meetings with representatives of De Brauw and Davis Polk, AkzoNobel’s legal advisors, to advance the regulatory analyses.

On June 21 and June 22, 2025, representatives of Cravath and De Brauw aligned on a mutual diligence request list on behalf of Axalta and AkzoNobel, respectively. Each party then began providing the other with materials responsive to such diligence request list via virtual data rooms over the course of late June 2025 to early August 2025.

On June 23, 2025, representatives of Cravath, Nauta, De Brauw and members of Axalta and AkzoNobel management had a call to discuss potential transaction structures to give effect to the potential Irish domicile and Dutch tax residency of the combined company.

On June 27, 2025, members of AkzoNobel management provided a revised draft of the non-binding “heads of terms” (the “June 27, 2025 Heads of Terms”) to members of Axalta management. Among other terms, the June 27, 2025 Heads of Terms reflected: (i) reverting to AkzoNobel’s position in the June 11, 2025 Heads of Terms with respect to (a) valuing AkzoNobel’s and Axalta’s contribution to the combined business and (b) domiciling the combined company in the Netherlands; (ii) agreeing to Axalta’s position in the June 12, 2025 Heads of Terms with respect to including either one or three jointly-designated independent directors; and (iii) that Axalta would have the option to select whether to nominate the chair of the board of directors or the chief executive officer of the combined company, with AkzoNobel having the right to nominate a person for whichever role Axalta did not select.

Later on June 27 and June 28, 2025, representatives of J.P. Morgan and Evercore had a series of calls with representatives of Morgan Stanley & Co. International plc (“Morgan Stanley”) seeking specificity on the proposed size and structure of the Pre-Completion Distribution contemplated by the June 27, 2025 Heads of Terms.

Also on June 28, 2025, Mr. Villavarayan and Mr. Poux-Guillaume had a call to discuss the June 27, 2025 Heads of Terms.

On June 29, 2025, the Axalta Board, together with members of Axalta management and representatives of J.P. Morgan, Evercore, Incentrum and Cravath, held a special meeting to discuss the status of Axalta’s potential transactions with each of AkzoNobel and Party A. Mr. Villavarayan reviewed with the Axalta Board the June 27, 2025 Heads of Terms and interactions with AkzoNobel and its representatives over the course of June 2025. Mr. Villavarayan also reviewed with the Axalta Board the status of the ongoing discussions with Party A. Members of Axalta management then reviewed with the Axalta Board the respective potential value creation opportunities arising from, among other items, Axalta’s current standalone plan, the potential acquisition by Axalta of Party C, the Party A June 2025 Proposal and the June 27, 2025 Heads of Terms. Carl Anderson, Axalta’s chief financial officer, then discussed Axalta’s anticipated governance rights in connection with the transactions contemplated by the June 27, 2025 Heads of Terms and the Party A June 2025 Proposal, respectively, noting that the June 27, 2025 Heads of Terms was expected to result in greater governance rights for Axalta than the Party A June 2025 Proposal. The representatives of J.P. Morgan, Evercore and Incentrum then left the meeting, following which Mr. Tablin-Wolf reviewed with the Axalta Board the preliminary regulatory analysis performed by Axalta’s and AkzoNobel’s respective legal advisors. Representatives of Cravath then noted that, consistent with discussions at prior Axalta Board meetings, the Axalta Board should consider Axalta’s potential strategic alternatives, including the June 27, 2025 Heads of Terms and the Party A June 2025 Proposal, in light of the Axalta Board’s fiduciary duties under applicable law. Representatives of Cravath also reviewed with the Axalta Board the relationship disclosure letters provided by each of J.P. Morgan and Evercore which were included in the meeting materials. Following discussion, the Axalta Board instructed Axalta management to continue to negotiate a strategic transaction with AkzoNobel on the basis of the June 27,

 

101

2025 Heads of Terms while simultaneously continuing to provide Party A additional diligence materials and negotiating with Party A to improve the terms of the Party A June 2025 Proposal.

On June 30, 2025, members of Axalta and AkzoNobel management had a call to discuss due diligence processes and, over the course of July 2025, Axalta and AkzoNobel, together with their respective legal, financial, accounting and other representatives, participated in a series of expert sessions to conduct reciprocal due diligence on the businesses of each of Axalta and AkzoNobel.

Also on June 30, 2025, Mr. Villavarayan and Mr. Poux-Guillaume had a call to further discuss the June 27, 2025 Heads of Terms during which Mr. Villavarayan and Mr. Poux-Guillaume agreed that the “heads of terms” would provide that: (i) the party nominating the chief executive officer of the combined company would also nominate the vice-chair of the board of directors of the combined company; (ii) the party nominating the chair of the board of directors of the combined company would also nominate the deputy chief executive officer of the combined company; and (iii) the deputy chief executive officer would provide integration and transaction support to the combined company after closing, and that the parties would progress to negotiating definitive documentation on the basis of the “heads of terms” as updated for the same (the “June 30, 2025 Heads of Terms”).

On July 2, 2025, members of Axalta management and AkzoNobel management and their respective legal advisors participated in a call to discuss key legal due diligence matters, including certain ongoing litigations and contingent liabilities of the respective parties, including the contingent liability described in AkzoNobel’s quarterly reports as the Project Ichthys litigation (the “Ichthys Litigation”). From this point until the merger agreement was executed, members of Axalta management and AkzoNobel management and their respective legal advisors (including Australian counsel to AkzoNobel and Gilbert + Tobin (“G + T”), Australian counsel to Axalta) participated in a series of calls and meetings to discuss and evaluate various diligence matters, including operational, financial, human resources, information technology and tax diligence and ongoing litigations and contingent liabilities of the respective parties, including the Ichthys Litigation.

On July 2 and July 3, 2025, members of Axalta management held a management presentation for representatives of Party A.

On July 4, 2025, as agreed between Mr. Villavarayan and Mr. Poux-Guillaume, representatives of De Brauw, on behalf of AkzoNobel, delivered an initial draft of the merger agreement to representatives of Cravath. The initial draft merger agreement provided for, among other items, reciprocal non-solicitation covenants with “fiduciary out” provisions allowing each of the Axalta Board and the AkzoNobel Boards to change their respective recommendation that Axalta shareholders or AkzoNobel shareholders, respectively, adopt the merger agreement either upon receipt of a superior proposal or if the failure to do so would be inconsistent with the directors’ fiduciary duties; no “force the vote” provisions; reciprocal termination fees, given Dutch practice, payable by Axalta and AkzoNobel of 1.0% of the equity value of Axalta or AkzoNobel, respectively, in the event the merger agreement was terminated by Axalta or AkzoNobel, respectively, to enter into an agreement providing for a superior proposal or in the event the other party terminated due to a change in, respectively, the Axalta Board’s or the AkzoNobel Boards’ recommendation of the transaction to Axalta shareholders or AkzoNobel shareholders, respectively; an obligation for the parties to use reasonable best efforts to obtain requisite regulatory approvals, subject to a limit on the parties’ regulatory efforts obligations for materially burdensome actions, noting that such standard for materially burdensome actions remained subject to ongoing discussions between Axalta’s and AkzoNobel’s respective representatives; no reverse termination fees; governance provisions aligned with the June 30, 2025 Heads of Terms, with the addition of supermajority protections requiring the approval of at least two-thirds of the non-executive directors to suspend or dismiss either the chief executive officer, the chief financial officer or other to-be-determined officers during a to-be-determined period of time after closing of the transaction; the Pre-Completion Distribution of a to-be-determined amount which would be reduced by the aggregate amount used by AkzoNobel to buy back its common shares during the period between signing and the closing of the proposed transaction but would not be

 

102

reduced by the amount of any regular annual or interim dividends paid by AkzoNobel to its shareholders prior to closing; and a restriction, applicable only to Axalta, on effecting any share buybacks or making ordinary dividends during the period between signing and the closing of the proposed transaction.

From this point until the merger agreement was executed, the parties and their respective legal advisors exchanged revised drafts of the merger agreement and negotiated the terms of the merger agreement, including the amount of the termination fees, deal protection matters, governance matters and the basis for, and reductions to, the Pre-Completion Distribution. For information regarding the final terms of the merger agreement, see the section of this proxy statement/prospectus entitled “The Merger Agreement.” A copy of the merger agreement is attached as Annex A and Annex B to this proxy statement/prospectus.

On July 7, 2025, the Axalta Board, together with members of Axalta management and representatives of Cravath, held a special meeting to discuss (i) the status of Axalta’s discussions with AkzoNobel and Party A, respectively, and (ii) Axalta management’s financial projections for Axalta on a standalone basis. Mr. Anderson reviewed the key assumptions with respect to Axalta management’s financial projections for Axalta on a standalone basis. Following discussion, the Axalta Board expressed its support for the financial projections and approved their use by Axalta’s financial advisors in their respective financial analyses in connection with the potential transactions with both AkzoNobel and Party A.

Later on July 7, 2025, Mr. Sachdev had a call with the chair of Party A’s board of directors in which the chair of Party A’s board of directors informed Mr. Sachdev that Party A was working to improve the terms of the Party A June 2025 Proposal.

On July 8, 2025, the chair of Party A’s board of directors delivered to the Axalta Board a non-binding proposal to acquire Axalta for $36.75 per Axalta common share, consisting of $15.00 in cash per Axalta common share and $21.75 per Axalta common share in the form of Party A’s common stock (the “Party A July 8 Proposal”). The Party A July 8 Proposal noted that Party A expected to raise approximately $4 billion in additional debt and raise an additional $1.25 billion of equity financing in the form of convertible preferred equity in order to finance the cash component of the potential transaction.

Also on July 8, 2025, members of Axalta management, Mr. Sachdev, AkzoNobel management and Mr. Noteboom, together with representatives from Evercore, J.P. Morgan and Morgan Stanley, met for reciprocal management presentations regarding the businesses of Axalta and AkzoNobel.

Also on July 8, 2025, Messrs. Sachdev and Villavarayan met with Messrs. Noteboom and Poux-Guillaume to discuss certain financial and governance terms reflected in AkzoNobel’s initial draft of the merger agreement. Among other things, Messrs. Sachdev and Villavarayan conveyed to Messrs. Noteboom and Poux-Guillaume Axalta’s position that the amount of the Pre-Completion Distribution should be reduced by (i) all dividends paid by AkzoNobel to its shareholders with record dates between signing and the record date for the Pre-Completion Distribution and (ii) all share buybacks by AkzoNobel during the period between signing and closing.

On July 9, 2025, the Axalta Board, together with members of Axalta management and representatives of Cravath, held a special meeting to discuss (i) the status of Axalta’s discussions with Party A, including the Party A July 8 Proposal, and (ii) the status of Axalta’s discussions with AkzoNobel, including certain financial and governance terms reflected in AkzoNobel’s initial draft of the merger agreement and Axalta’s ongoing diligence in connection with the potential transaction. The Axalta Board noted their support for Mr. Villavarayan and Axalta management to continue to negotiate a potential transaction with AkzoNobel while simultaneously negotiating with Party A to improve the terms of its offer as compared to the Party A July 8 Proposal.

Later on July 9, 2025, Mr. Villavarayan had a call with the chief executive officer of Party A to inform the chief executive officer of Party A that Party A would need to improve the terms of the Party A July 8 Proposal for Axalta to continue to pursue a potential transaction with Party A.

 

103

On July 10, 2025, members of Axalta management and AkzoNobel management, together with representatives of each party’s financial advisors, met with rating agencies to discuss the expected pro forma credit rating of the combined company resulting from a potential transaction between Axalta and AkzoNobel.

On July 11, 2025, as agreed between Mr. Villavarayan and Mr. Poux-Guillaume, representatives of De Brauw, on behalf of AkzoNobel, delivered an initial draft of a governance term sheet to representatives of Cravath that set forth certain governance terms consistent with the June 30, 2025 Heads of Terms and further provided for, among other items, a board of directors for the combined company with nine or eleven members, with four directors designated by Axalta, four directors designated by AkzoNobel and either one or three non-executive directors jointly selected by Axalta and AkzoNobel; the chair of the board of directors of the combined company to have a casting vote in the event of a tie; the combined company board being a staggered board with initial terms of up to four years; Axalta selecting the combined company chief executive officer and the vice-chair of the board of directors of the combined company; AkzoNobel selecting the combined company deputy chief executive officer and the chair of the board of directors of the combined company; and Axalta and AkzoNobel selecting the initial executive committee of the combined company with an aim to achieve equal representation of legacy Axalta and AkzoNobel officers on the executive committee. The initial draft governance term sheet did not contain any supermajority protections applicable after the closing of the proposed transaction.

From this point until the merger agreement was executed, the parties and their respective legal advisors exchanged revised drafts of, and negotiated the terms set forth in, the governance term sheet, including the structure of the combined company’s board of directors and executive committee, applicable terms for directors and supermajority protections applicable after the closing of the proposed transaction. For information regarding the final terms of the governance term sheet, see the section of this proxy statement/prospectus entitled “The Merger Agreement.” A copy of the governance term sheet is included as Schedule 11 to the merger agreement attached as Annex A and Annex B to this proxy statement/prospectus.

On July 12, 2025, the Axalta Board, together with members of Axalta management and representatives of Cravath, held a special meeting to discuss (i) the status of Axalta’s discussions with Party A and (ii) the status of Axalta’s discussions with AkzoNobel, including certain terms included in the initial draft of the merger agreement and governance term sheet on which the parties had yet to agree and Axalta’s ongoing diligence in connection with the potential transaction. Mr. Tablin-Wolf also reviewed with the Axalta Board the terms of the engagement letters with each of J.P. Morgan and Evercore that Axalta management proposed that Axalta enter into, subject to the Axalta Board’s approval. The Axalta Board was provided with copies of relationship disclosure letters provided by each of J.P. Morgan and Evercore as part of the meeting materials, which relationship disclosure letters were consistent with the relationship disclosure letters discussed during the Axalta Board’s June 29, 2025 meeting. The Axalta Board concluded that nothing disclosed in the relationship disclosure letters would affect either J.P. Morgan’s or Evercore’s ability to serve as Axalta’s financial advisors. Following discussion, the Axalta Board approved entering into each of the engagement letters, and Axalta executed each such engagement letter with J.P. Morgan and Evercore, respectively. J.P. Morgan and Evercore were selected as Axalta’s financial advisors based on, among other things, J.P. Morgan’s and Evercore’s respective qualifications, experience, reputations and familiarity with the transaction parties and the coatings industry. Following execution of their respective engagement letters, representatives of J.P. Morgan and Evercore joined the meeting and reviewed with the Axalta Board their respective preliminary and illustrative financial analyses of the potential merger of equals transaction with AkzoNobel.

Later on July 12, 2025, Mr. Villavarayan and Mr. Noteboom had a call to discuss various governance terms in the AkzoNobel merger agreement and governance term sheet.

Later on July 12, 2025, Mr. Villavarayan also met in person with the chief executive officer of Party A to discuss that Party A would need to improve the terms of its offer as compared to the Party A July 8 Proposal.

Also on July 12, 2025, representatives of Cravath and Nauta, on behalf of Axalta, delivered a revised draft of the merger agreement to representatives of De Brauw. The revised draft of the merger agreement provided for,

 

104

among other items, the aggregate amount of the Pre-Completion Distribution to be reduced by all dividends paid by AkzoNobel to its shareholders with record dates between signing and the record date for the Pre-Completion Distribution and increased by Axalta share buybacks during the period between signing and closing, which share buybacks would be permitted, subject to a cap, during the period between signing and the record date for the Pre-Completion Distribution; and increased the reciprocal termination fees payable by Axalta and AkzoNobel to 4.0% of equity value of Axalta or AkzoNobel, respectively.

On July 13, 2025, representatives of Cravath and Nauta, on behalf of Axalta, delivered a revised draft of the governance term sheet to representatives of De Brauw and Davis Polk. The revised draft of the governance term sheet provided for, among other items, an eleven-director board of directors for the combined company, with four directors designated by Axalta, four directors designated by AkzoNobel and three non-executive directors jointly selected by Axalta and AkzoNobel; no casting vote for the chair of the board of directors of the combined company; the parties to further discuss AkzoNobel’s proposal that the combined company board be a staggered board with initial terms of up to four years, including related sunsetting provisions; the Axalta-selected initial chief executive officer to select the initial chief financial officer in consultation with the combined company’s board of directors and otherwise to select the initial executive committee with an aim to achieve an equal representation of legacy Axalta and AkzoNobel members on the executive committee. Axalta’s revised draft of the governance term sheet also added various supermajority protections that required certain actions of the combined company’s board of directors to be approved by at least 75% of the non-executive directors.

On July 14, 2025, the chair of Party A’s board of directors delivered to the Axalta Board a non-binding proposal to acquire Axalta for a combination of cash and common stock, consisting of one common share of Party A plus $13.50 in cash per Axalta common share (representing as of the close of trading on July 11, 2025 an implied purchase price of $38.18 per Axalta common share). Party A indicated that the cash portion of the consideration would be financed by approximately $4.4 billion in additional debt and an additional $750 million of equity financing in the form of convertible preferred equity (the “Party A July 14, 2025 Proposal”). As a result of the Party A July 14, 2025 Proposal, Party A shareholders would own approximately 50% of the combined company, Axalta shareholders would own approximately 45% of the combined company and the preferred equity investor would own approximately 5% of the combined company, in each case, on a pro forma basis immediately after closing. As part of the Party A July 14, 2025 Proposal, Party A indicated it would be willing to expand its board of directors to include up to three legacy Axalta directors and one director appointed by the preferred equity investor. In connection with the Party A July 14, 2025 Proposal, representatives of Party A, on behalf of Party A, delivered to representatives of Axalta (i) an initial draft of the Party A merger agreement reflecting the Party A July 14, 2025 Proposal and (ii) a non-binding term sheet from a potential preferred equity investor for a private investment in convertible preferred shares of Party A to fund, in part, the cash portion of the consideration payable to Axalta shareholders as contemplated by the Party A July 14, 2025 Proposal.

On July 14, 2025, representatives of Cravath and Nauta and representatives of De Brauw and Davis Polk had a call to discuss Cravath’s July 12, 2025 draft of the merger agreement and Cravath’s July 13, 2025 draft of the governance term sheet related to the potential merger of equals between Axalta and AkzoNobel. Among other items, representatives of Cravath and Nauta and representatives of De Brauw and Davis Polk discussed deal protection mechanisms under Dutch law and Bermuda law.

Later on July 15, 2025, Mr. Villavarayan and Mr. Noteboom had a call to discuss certain outstanding governance items set forth in the merger agreement and governance term sheet. Among other items, they deliberated on AkzoNobel’s proposal that the board of the combined company would have an approval right over the composition of the executive committee of the combined company and that AkzoNobel would select the chief financial officer of the combined company.

Also on July 15, 2025, Mr. Tablin-Wolf and the general counsel of Party A engaged in a series of communications to align on priority due diligence items in connection with the Party A July 14, 2025 Proposal. Later on July 15, 2025, representatives of Cravath and representatives of Party A’s outside legal advisor also had a call to discuss the scope of such priority due diligence items.

 

105

On July 16, 2025, representatives of De Brauw, on behalf of AkzoNobel, delivered a revised draft of the merger agreement to representatives of Cravath and Nauta. The revised draft of the merger agreement provided for, among other items, the aggregate amount of the Pre-Completion Distribution not to be reduced by any dividends paid by AkzoNobel to its shareholders with record dates between signing and the record date for the Pre-Completion Distribution; €150,000,000 reciprocal termination fees; and Axalta selecting the chief executive officer of the combined company and AkzoNobel selecting the chair of the board of directors of the combined company.

On July 16, 2025, the Axalta Board, together with members of Axalta management and representatives of Cravath, held a special meeting to discuss the status of Axalta’s discussions with Party A and AkzoNobel, including the Party A July 14, 2025 Proposal, certain financial, diligence and governance items related to the potential transaction between Axalta and AkzoNobel that remained unresolved and the potential value creation opportunities for Axalta from the respective potential transactions relative to Axalta’s standalone plan. Following discussion, the Axalta Board expressed support for increasing Axalta management’s and Axalta’s representatives’ engagement with Party A on the basis of the Party A July 14, 2025 Proposal, and directed Axalta management to continue to negotiate both the Party A July 14, 2025 Proposal and the potential transaction with AkzoNobel. At the end of the special meeting, the Axalta Board entered executive session to further discuss the matters raised during the meeting. Following initial discussions, Mr. Villavarayan left the meeting and representatives of Cravath discussed with the Axalta Board the change in control payments that could be triggered for certain members of Axalta management in connection with the potential transactions with Party A and AkzoNobel, respectively.

On July 17, 2025, Mr. Sachdev had a call with Mr. Noteboom during which Mr. Sachdev discussed various governance items that remained unresolved, including AkzoNobel’s proposal that the board of the combined company would have an approval right over the composition of the executive committee of the combined company and that the AkzoNobel Supervisory Board would select the chief financial officer (in addition to nominating the deputy chief executive officer and the chair of the board of directors of the combined company). Mr. Sachdev then presented a potential alternative framework that Messrs. Sachdev and Villavarayan had previously discussed with the Axalta Board as part of the Axalta Board’s discussion of governance matters for consideration if such governance items remained unresolved in which Axalta would select the chair of the board of directors, the deputy chief executive officer and the chief financial officer of the combined company and AkzoNobel would select the vice-chair of the board of directors and the chief executive officer of the combined company.

Also on July 17, 2025, Messrs. Sachdev and Villavarayan held a call with the chair of Party A’s board of directors and the chief executive officer of Party A to further discuss the Party A July 14, 2025 Proposal. During this call, the chair of Party A’s board and the chief executive officer of Party A informed Messrs. Sachdev and Villavarayan that Party A would need longer than originally communicated to Axalta to evaluate the potential transaction contemplated by the Party A July 14, 2025 Proposal.

Later on July 17, 2025, the Axalta Board, together with members of Axalta management and representatives of Cravath, held a special meeting to discuss the status of Axalta’s discussions with Party A and AkzoNobel. Messrs. Sachdev and Villavarayan reviewed with the Axalta Board the conversation they had with the chair of Party A’s board of directors and the chief executive officer of Party A. Messrs. Villavarayan and Anderson then provided an update on the status of Axalta’s discussions with AkzoNobel, in particular regarding potentially agreeing to update the governance terms such that Axalta selected the chair of the board of directors, the deputy chief executive officer and the chief financial officer of the combined company and AkzoNobel selected the vice-chair of the board of directors and the chief executive officer of the combined company as a result of AkzoNobel’s position that, otherwise, the board of directors of the combined company would have an approval right over the composition of the executive committee of the combined company and that AkzoNobel would select the chief financial officer. The Axalta Board noted their disappointment regarding Party A’s newly communicated timeline and expressed support for Axalta management to continue negotiations with AkzoNobel on open governance points.

 

106

On July 18, 2025, Mr. Sachdev and Mr. Noteboom had a call in which they discussed various governance matters relating to the potential transaction between Axalta and AkzoNobel.

On July 19, 2025, members of Axalta management and Party A management met in person to further discuss the Party A July 14, 2025 Proposal and, given the stock consideration contemplated by the Party A July 14, 2025 Proposal, for Party A management to provide a management presentation to Axalta management with respect to Party A’s business and Party A management’s plans to grow the combined company.

On July 22, 2025, representatives of Cravath and Nauta, on behalf of Axalta, delivered a revised draft of the merger agreement to representatives of De Brauw. The revised draft of the merger agreement provided for, among other items, the aggregate amount of the Pre-Completion Distribution to be reduced by all dividends paid by AkzoNobel to its shareholders with record dates between signing and the record date for the Pre-Completion Distribution; an initial outside date of 18 months after signing with an automatic six-month extension to the date that is 24 months after signing if certain closing conditions have not been satisfied; and, subject to Axalta and AkzoNobel agreeing to acceptable terms in the governance term sheet (including Axalta selecting the deputy chief executive officer and chief financial officer of the combined company), Axalta selecting the chair of the board of directors of the combined company and AkzoNobel selecting the vice-chair of the board of directors and the chief executive officer of the combined company.

On July 23, 2025, following a discussion between Mr. Villavarayan and Mr. Sachdev with the chair of the board of directors and the chief executive officer of Party A, representatives of Party A delivered a letter to representatives of Axalta to inform Axalta that Party A could not move forward with a potential acquisition of Axalta on the terms set forth in the Party A July 14, 2025 Proposal, indicating that then-current market conditions did not support pursuing such a transaction. Thereafter, representatives of Axalta delivered to Party A a customary “return or destroy” letter and terminated Party A’s access to previously provided diligence materials. Upon receipt of Axalta’s “return or destroy” letter, representatives of Party A delivered a customary “return or destroy” letter to representatives of Axalta and terminated Axalta’s access to previously provided diligence materials.

On July 25, 2025, representatives of Cravath and Nauta held a call with representatives of De Brauw and Davis Polk to discuss Cravath’s July 22, 2025 draft of the merger agreement. From this point until the merger agreement was executed, representatives of J.P. Morgan and Evercore continued to have calls with representatives of Morgan Stanley to discuss the financial terms of the potential transaction.

On July 29, 2025, representatives of De Brauw, on behalf of AkzoNobel, delivered a revised draft of the merger agreement to representatives of Cravath and Nauta. The revised draft of the merger agreement provided for, among other items, the aggregate amount of the Pre-Completion Distribution not to be reduced by dividends paid by AkzoNobel to its shareholders with record dates between signing and the record date for the Pre-Completion Distribution.

On July 30, 2025, representatives of De Brauw, on behalf of AkzoNobel, delivered a revised draft of the governance term sheet to representatives of Cravath. The revised draft of the governance term sheet provided for, among other items, the affirmative vote of at least 75% of the directors of the combined company’s board of directors to change the domicile of the combined company indefinitely after closing; Axalta to select the chair of the board of directors of the combined company and AkzoNobel to select the vice-chair of the board of directors and the chief executive officer of the combined company, as contemplated by the July 22, 2025 and July 29, 2025 drafts of the merger agreement; Axalta to select the deputy chief executive officer and the chief financial officer of the combined company; and if the chief executive officer ceased to be the chief executive officer and a director of the combined company for any reason during the first three years after closing, the remaining AkzoNobel-designated directors on the combined company’s board of directors to select the replacement chief executive officer.

 

107

Also on July 30, 2025, representatives of Cravath, on behalf of Axalta, delivered to representatives of De Brauw and Davis Polk a rider to the draft merger agreement in connection with each party’s regulatory efforts obligations under the merger agreement. From this point until the merger agreement was executed, the parties and their respective legal advisors exchanged revised drafts of the regulatory efforts rider and negotiated the parties’ regulatory efforts obligations under the merger agreement. For information regarding the final terms of the regulatory efforts obligations, see the section of this proxy statement/prospectus entitled “The Merger Agreement—Efforts to Complete the Merger.”

On August 1, 2025, Mr. Villavarayan and Mr. Poux-Guillaume had a call to discuss certain governance terms pursuant to the merger agreement and governance term sheet, including AkzoNobel’s proposal in its July 30, 2025 draft of the governance term sheet that if the chief executive officer ceased to be the chief executive officer and a director of the combined company for any reason during the first three years after closing, then the remaining AkzoNobel-designated directors on the combined company’s board of directors would select the replacement chief executive officer.

On August 3, 2025, representatives of Cravath and Nauta held a call with representatives of De Brauw and Davis Polk to discuss De Brauw’s July 30, 2025 draft of the governance term sheet and Axalta’s proposed response to such draft, including having any staggered board sunset four years after closing and, during a limited period of time after closing, (i) having changes to the domicile of the combined company require the approval of a supermajority of the non-executive directors on the board of directors of the combined company and (ii) having any replacement chief executive officer of the combined company be nominated by the remaining legacy AkzoNobel directors and approved by a supermajority of the non-executive directors on the board of directors of the combined company. On August 5, 2025, representatives of Cravath, on behalf of Axalta, delivered a revised draft of the governance term sheet to representatives of De Brauw and Davis Polk reflecting the Axalta positions that were previewed by representatives of Cravath and Nauta to representatives of De Brauw and Davis Polk on the August 3, 2025 call.

In late July 2025 and early August 2025, representatives of Cravath and members of Axalta management sought from AkzoNobel and its representatives additional diligence information with respect to the Ichthys Litigation. On August 7, 2025, members of AkzoNobel management informed members of Axalta management that AkzoNobel was pausing discussions regarding the potential transaction to allow more time for AkzoNobel to continue to consider various due diligence issues in relation to contingent liabilities and the ongoing Ichthys Litigation. AkzoNobel management expressed that it would like to resume the discussions in the future. Mr. Villavarayan and Mr. Poux-Guillaume and Mr. Sachdev and Mr. Noteboom, respectively, discussed the same later that day.

On September 15, 2025, Mr. Villavarayan met with the chief executive officer of another global coatings company that we refer to as “Party F” to discuss a number of topics, including the possibility of a potential strategic transaction between Axalta and Party F. Mr. Villavarayan and the chief executive officer of Party F discussed a follow-up call to explore potential next steps but ultimately such call did not occur.

On September 19, 2025, Mr. Villavarayan and Mr. Poux-Guillaume had a call to discuss restarting discussions regarding a potential transaction between Axalta and AkzoNobel. Mr. Poux-Guillaume indicated that AkzoNobel believed it was prudent to restart discussions regarding the potential transaction with Axalta only after AkzoNobel reported its results for the third quarter of 2025.

On September 30 and October 1, 2025, the Axalta Board, together with members of Axalta management, met for a regularly scheduled meeting and discussed, among other items, Axalta’s ongoing review of certain potential strategic alternatives available to Axalta, including, among other items, the potential transaction with AkzoNobel, which remained subject to AkzoNobel reengaging with Axalta and the parties negotiating reasonably satisfactory terms with respect thereto, the potential acquisition of Party D, a potential transaction with Party F and Axalta’s standalone plan.

 

108

During the first half of October 2025, Mr. Villavarayan and Mr. Poux-Guillaume had multiple calls to discuss the potential to resume discussions among Axalta, AkzoNobel and their respective representatives with respect to the potential transaction between Axalta and AkzoNobel.

On October 22, 2025, AkzoNobel released its results for the third quarter and recognized a provision in connection with the Ichthys Litigation on its September 30, 2025 balance sheet. Also on October 22, 2025, Axalta and AkzoNobel entered into a new non-disclosure agreement to facilitate the sharing of certain additional diligence information with Axalta and its advisors. This non-disclosure agreement did not contain a standstill provision.

On October 25, 2025, Mr. Villavarayan and Mr. Poux-Guillaume had a call to discuss the status of the transaction, including open items that would be required to get to a signing and announcement in mid-to-late November 2025.

On October 29, 2025, Mr. Villavarayan and Mr. Poux-Guillaume had a call to discuss the process for resuming discussions regarding the potential transaction between Axalta and AkzoNobel and addressing unresolved terms in the merger agreement and governance term sheet.

Later on October 29, 2025, Mr. Anderson and Maarten de Vries, AkzoNobel’s chief financial officer, had a call to discuss certain financial terms in the merger agreement, including the amount of the Pre-Completion Distribution, whether AkzoNobel dividends should reduce the amount of the Pre-Completion Distribution and the expected pro forma credit rating of the combined company. During this call, Mr. Anderson proposed, and Mr. de Vries agreed, that it was in the interests of both parties that neither party should conduct share buybacks during the period between signing and closing of any potential transaction.

On October 31, 2025, as agreed between representatives of Cravath and De Brauw, representatives of De Brauw, on behalf of AkzoNobel, delivered revised drafts of the merger agreement and the governance term sheet to representatives of Cravath. The revised draft of the merger agreement provided for, among other items, no reductions to the aggregate amount of the Pre-Completion Distribution for any dividends paid by AkzoNobel to its shareholders with record dates between signing and the record date for the Pre-Completion Distribution; a prohibition against each of Axalta and AkzoNobel performing share buybacks during the period between signing and closing; certain revisions to the regulatory efforts standard and limits with respect thereto; a second automatic six-month extension of the outside date to the date that is 30 months after signing if certain closing conditions were not satisfied; and revisions to various provisions with respect to compensation matters. The revised draft of the governance term sheet provided for, among other items, each of the initial directors of the combined company’s board of directors serving three-year terms, with the potential implementation of a staggered board after such period to be discussed by the combined company’s board of directors following closing; and the affirmative vote of at least 75% of the non-executive directors of the combined company board to change the domicile of the combined company indefinitely after closing.

Later on October 31, 2025, representatives of J.P. Morgan and Evercore had a call with representatives of Morgan Stanley to discuss certain financial terms in the merger agreement, including the size of the Pre-Completion Distribution. During the call, representatives of Morgan Stanley conveyed AkzoNobel’s position that, for the combined company to achieve the credit profile desired by AkzoNobel, the exchange ratio would need to be set such that Axalta shareholders would own 42.5% and AkzoNobel shareholders would own 57.5% of the combined company on a pro forma basis immediately after closing (requiring a smaller Pre-Completion Distribution).

On November 3, 2025, Mr. Villavarayan and Mr. Poux-Guillaume had a call to discuss, among other items, the pro forma ownership split of the combined company between Axalta shareholders and AkzoNobel shareholders. During the call, Mr. Poux-Guillaume confirmed that AkzoNobel’s position was that the exchange ratio should be set such that Axalta shareholders would own 42.5% and AkzoNobel shareholders would own 57.5% of the combined company on a pro forma basis immediately after closing to reduce the Pre-Completion Distribution (the “AkzoNobel November 3, 2025 Proposal”). Mr. Villavarayan made clear that Axalta was only

 

109

willing to proceed with an exchange ratio such that Axalta shareholders would own 45% and AkzoNobel shareholders would own 55% of the combined company on a pro forma basis immediately after closing.

Also on November 3, 2025, representatives of Cravath, Nauta, De Brauw and Davis Polk had a call to discuss De Brauw’s October 31, 2025 draft of the governance term sheet.

On November 4, 2025, the Axalta Board, together with members of Axalta management and representatives of J.P. Morgan, Evercore, Cravath and G + T, held a special meeting of the Axalta Board. At the beginning of the meeting, prior to representatives of J.P. Morgan and Evercore joining the meeting, the Axalta Board, together with members of Axalta management and representatives of Cravath and G + T discussed the Ichthys Litigation, including diligence conducted with respect thereto and various hypothetical scenarios regarding the outcome thereof. During this portion of the meeting, management also provided an overview of updated relationship disclosure letters from each of J.P. Morgan and Evercore which were included in the meeting materials, both of which were consistent with the prior versions of the relationship disclosure letters reviewed by the Axalta Board during the June 29, 2025 Axalta Board meeting. Representatives of J.P. Morgan and Evercore then joined the meeting, after which the Axalta Board, together with members of Axalta management and representatives of J.P. Morgan, Evercore and Cravath discussed, among other items, (i) AkzoNobel’s October 31, 2025 draft of the governance term sheet and (ii) AkzoNobel’s October 31, 2025 draft of the merger agreement, including in connection therewith the composition of the debt financing that AkzoNobel would need to obtain to fund the Pre-Completion Distribution necessary to adjust the exchange ratio such that AkzoNobel shareholders and Axalta shareholders would own, respectively, 55% and 45% of the combined company on a pro forma basis immediately after closing while positioning the combined company to have an investment grade credit rating.

On November 6, 2025, Mr. Villavarayan and Mr. Poux-Guillaume had a call to discuss certain unresolved terms in the merger agreement and governance term sheet, including the length of directorship terms for the combined company’s board of directors, the post-closing supermajority vote to change the domicile of the combined company, the initial composition of the combined company’s executive committee and the outside date under the merger agreement. Mr. Villavarayan and Mr. Poux-Guillaume also discussed certain financial terms related to the AkzoNobel November 3, 2025 Proposal.

On November 7, 2025, representatives of Cravath and Nauta, on behalf of Axalta, delivered revised drafts of the merger agreement and the governance term sheet to representatives of De Brauw and Davis Polk (the “November 7, 2025 Proposal”). The revised draft of the merger agreement provided for, among other items, a Pre-Completion Distribution in the amount of €2,500,000,000 minus the aggregate amount of all dividends paid by AkzoNobel to its shareholders with record dates between signing and the record date for the Pre-Completion Distribution; certain revisions to the regulatory efforts standard and limits with respect thereto; removal of the second six-month automatic extension of the outside date, maintaining an outside date of up to 24 months after signing as set forth in Cravath’s July 22, 2025 draft of the merger agreement; and revisions to various provisions with respect to compensation matters. Representatives of Cravath and Nauta informed representatives of De Brauw that the revised merger agreement was being delivered under the assumption that AkzoNobel shareholders and Axalta shareholders would own, respectively, 55% and 45% of the combined company on a pro forma basis immediately after closing. The revised draft of the governance term sheet provided for, among other items, each of the initial directors of the combined company’s board of directors serving three-year terms, after which all directors would be elected annually, and the affirmative vote of at least 75% of the non-executive directors of the combined company board to change the domicile of the combined company indefinitely after closing.

On November 9, 2025, Messrs. Sachdev and Villavarayan and Messrs. Noteboom and Poux-Guillaume had a call to discuss the November 7, 2025 Proposal and, among other items, the length of directorship terms for the combined company’s board of directors, the post-closing supermajority vote to change the domicile of the combined company, the initial composition of the combined company’s executive committee and the outside date under the merger agreement. During the call, Messrs. Sachdev and Villavarayan and Messrs. Noteboom and Poux-Guillaume agreed, subject to approval of their respective boards, that the combined company’s directors

 

110

would all serve an initial three-year term, after which the legacy Axalta and AkzoNobel directors would be nominated for an additional two-year term and the jointly-designated non-executive directors would be nominated for one-year terms such that, after the expiration of the legacy Axalta and AkzoNobel directors’ additional two-year term, all directors of the combined company’s board of directors would be elected annually.

On November 10, 2025, representatives of De Brauw, on behalf of AkzoNobel, delivered an initial draft of the stichting support agreement to representatives of Cravath and Nauta. From this point until the stichting support agreement was executed, the parties and their respective legal advisors exchanged revised drafts of the stichting support agreement and negotiated the terms of the stichting support agreement. For information regarding the final terms of the stichting support agreement, see the section of this proxy statement/prospectus entitled “Stichting Support Agreement.” A copy of the stichting support agreement is included as Annex G to this proxy statement/prospectus.

On November 11, 2025, the Axalta Board, together with members of Axalta management and representatives of Cravath, held a special meeting to discuss, among other items, (i) the November 7, 2025 Proposal, the subsequent discussions Messrs. Sachdev and Villavarayan had with Messrs. Noteboom and Poux-Guillaume and the discussions representatives of J.P. Morgan and Evercore had with representatives of Morgan Stanley regarding the parties’ respective shareholders’ ownership of the combined company on a pro forma basis immediately after closing, (ii) the Ichthys Litigation, including various hypothetical scenarios regarding the outcome thereof, (iii) the regulatory approvals analysis and the regulatory efforts provisions under the merger agreement and (iv) Axalta management’s revised proposed plan for Axalta on a standalone basis (the “Axalta Financial Projections”), including a discussion of incremental updates to the Axalta Financial Projections from the financial projections previously reviewed by the Axalta Board during the Axalta Board’s July 7, 2025 meeting and the assumptions underlying the same. Following discussion of the Axalta Financial Projections, the Axalta Board expressed its support for the Axalta Financial Projections and approved their use by Axalta’s financial advisors in their respective financial analyses in connection with the potential transaction with AkzoNobel, as further described in the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Certain Axalta and AkzoNobel Group Unaudited Prospective Financial Information—Axalta Financial Projections.” In connection with the discussion of the Ichthys Litigation, Axalta management and representatives of Cravath discussed with the Axalta Board the inherent uncertainty of the litigation, the various ways and timelines for a judgment or potential resolution and the €500 million insurance coverage disclosed in AkzoNobel’s quarterly report for the third quarter of 2025. Axalta management detailed a conservative assumption that AkzoNobel would have liability in connection with the Ichthys Litigation and that the amount of such liability would have a net present value of $1.2 billion (the “Ichthys Assumption”). The Axalta Board then expressed its support for the Ichthys Assumption and approved its use by Axalta’s financial advisors in their respective financial analyses in connection with the potential transaction with AkzoNobel. Following such discussions, representatives of J.P. Morgan and Evercore joined the special meeting of the Axalta Board and, together with Axalta management, reviewed with the Axalta Board a preliminary and illustrative analysis of the intrinsic value creation for Axalta shareholders provided by the potential transaction.

On November 11 and through November 17, 2025, representatives of Cravath, Nauta, De Brauw and Davis Polk, on behalf of Axalta and AkzoNobel, respectively, continued to exchange drafts of the merger agreement and governance term sheet and participated in various calls to discuss outstanding terms of the merger agreement, governance term sheet and related matters.

On November 14, 2025, the Axalta Board, together with members of Axalta management and representatives of J.P. Morgan, Evercore, Cravath, Nauta and Walkers (Bermuda) Limited (“Walkers”), Bermuda counsel to Axalta, held a special meeting to discuss the status of the ongoing discussions with AkzoNobel regarding the potential transaction between the parties. Representatives of Cravath discussed the fiduciary duties of the Axalta Board with respect to the evaluation of the potential transaction with AkzoNobel, as well as the standard of review under Bermuda law anticipated to be applied to the Axalta Board’s evaluation of the potential transaction with AkzoNobel. Representatives of Cravath then summarized the key terms of the merger agreement

 

111

for the potential transaction with AkzoNobel and discussed with and answered questions from the Axalta Board regarding the key outstanding terms that continued to be negotiated, including AkzoNobel’s position that Axalta’s shareholders would own 42.5% (instead of 45%) of the combined company on a pro forma basis immediately after closing, the terms of the debt financing commitment to be used to finance the Pre-Completion Distribution, closing conditionality regarding the payment of the Pre-Completion Distribution and certain regulatory and compensation considerations. Representatives of Evercore and J.P. Morgan then presented preliminary and illustrative analyses of the potential transaction on the basis of Axalta shareholders owning 45% of the combined company on a pro forma basis immediately after closing, including as compared to Axalta management’s standalone plan, and the Axalta Board asked questions regarding such analyses and engaged in discussion. Following a discussion, the Axalta Board determined and directed Axalta management to resolve the remaining outstanding terms regarding the Pre-Completion Distribution in a manner that permitted Axalta shareholders to own 45% of the combined company on a pro forma basis immediately after closing while also supporting the parties’ desired credit profile for the combined company and to resolve the regulatory and compensation considerations on acceptable terms and, with respect to the regulatory considerations, with the objective of increasing closing certainty.

On November 14, 2025, following the various discussions between Mr. Villavarayan and Mr. Poux-Guillaume, Mr. Poux-Guillaume confirmed that AkzoNobel had agreed to Axalta’s position that the exchange ratio would be set such that Axalta shareholders would own 45% and AkzoNobel shareholders would own 55% of the combined company on a pro forma basis immediately after closing. On November 15, 2025, representatives of J.P. Morgan, Evercore, Cravath, Morgan Stanley and Davis Polk held a call in which they determined that the exchange ratio to achieve pro forma ownership of the combined company such that Axalta shareholders would own 45% and AkzoNobel shareholders would own 55% of the combined company on a pro forma basis immediately after closing was 0.6539 AkzoNobel ordinary shares per Axalta common share (the “Exchange Ratio”).

Also on November 14 and through November 17, 2025, representatives of Axalta and AkzoNobel and representatives of Cravath, Nauta, De Brauw and Davis Polk continued to discuss and finalize the terms in the merger agreement with respect to the debt financing commitment to be used to finance the Pre-Completion Distribution, closing conditionality regarding the payment of the Pre-Completion Distribution and certain regulatory and compensation considerations.

On November 17, 2025, the Axalta Board, together with members of Axalta management and representatives of J.P. Morgan, Evercore, Cravath, Nauta and Walkers held a special meeting to discuss the proposed final terms of the potential transaction with AkzoNobel. Mr. Villavarayan noted to the Axalta Board that, per the Axalta Board’s instructions at its November 14, 2025 meeting, Mr. Villavarayan and members of Axalta management had resolved all open points discussed during such meeting. Mr. Villavarayan also noted that, subject to the Axalta Board’s approval, representatives of Axalta and AkzoNobel had agreed to set the exchange ratio pursuant to which Axalta would merge with AkzoNobel at the Exchange Ratio and that the supervisory board of AkzoNobel had agreed earlier during the day on November 17, 2025 to proceed with the potential transaction on the basis of the Exchange Ratio and the other agreed terms in the merger agreement. Thereafter, a representative of Cravath discussed the fiduciary duties of the Axalta Board with respect to the evaluation of the potential transaction with AkzoNobel, as well as the standard of review under Bermuda law anticipated to be applied to the Axalta Board’s evaluation of the potential transaction with AkzoNobel and summarized the proposed final terms of the merger agreement and the stichting support agreement. Thereafter, (a) representatives of J.P. Morgan rendered J.P. Morgan’s oral opinion, which was subsequently confirmed by delivery of a written opinion, dated November 17, 2025, to the Axalta Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the Exchange Ratio in the proposed transaction was fair, from a financial point of view, to the holders of Axalta’s common shares, as more fully described below under the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Opinions of Axalta’s Financial Advisors—Opinion of J.P. Morgan Securities LLC” and (b) representatives of Evercore presented their financial analysis and rendered to the Axalta Board Evercore’s oral

 

112

opinion, subsequently confirmed by delivery of a written opinion, dated November 17, 2025, that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the Exchange Ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders of Axalta’s common shares (other than holders of Excluded Shares), as more fully described below under the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Opinions of Axalta’s Financial Advisors—Opinion of Evercore Group L.L.C.” The Axalta Board then discussed the same. The Axalta Board then entered executive session to further discuss the same. Mr. Villavarayan then left the executive session while the rest of the Axalta Board continued to discuss certain compensation matters for Axalta management related to the proposed transaction with AkzoNobel. Mr. Villavarayan then rejoined the executive session and, after the discussion, in consideration of a variety of factors, including those discussed in the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Recommendation of the Axalta Board and Its Reasons for the Transaction,” the Axalta Board resolved to proceed with the proposed transaction with AkzoNobel and unanimously (i) resolved to approve the merger agreement, (ii) determined that the transactions contemplated by the merger agreement, including the merger, are in the best interest of Axalta and its shareholders, (iii) determined that the merger consideration constitutes fair value for the Axalta common shares in accordance with the Bermuda Companies Act, (iv) recommended that the shareholders of Axalta adopt the merger agreement and (v) directed that the merger agreement and the transactions contemplated thereby be submitted to the Axalta shareholders entitled to vote for adoption.

On November 18, 2025, representatives of Axalta and AkzoNobel executed the merger agreement and, later on November 18, 2025, Axalta and AkzoNobel issued a joint press release announcing the transaction.

On April 16, 2026, Mr. Villavarayan and Mr. Poux-Guillaume held a call during which Mr. Poux-Guillaume notified Mr. Villavarayan that, earlier that day, the AkzoNobel Boards received an unsolicited, indicative joint proposal from Nippon Paint Holdings Co., Ltd (“Nippon Paint”) and The Sherwin-Williams Company (“Sherwin-Williams”) (the “joint proposal”) to acquire 100% of the issued and outstanding ordinary shares of AkzoNobel for €70.50 (excluding regular annual and interim dividends) per share payable in cash.

On April 21, 2026, Mr. Poux-Guillaume notified Mr. Villavarayan that, earlier that day, the AkzoNobel Boards held a meeting, during which the AkzoNobel Boards, together with their respective financial and legal advisors, carefully reviewed and considered the joint proposal in line with their fiduciary duties and the terms of the merger agreement and, taking into account the long-term interests of all stakeholders of AkzoNobel (including its shareholders), subsequently unanimously determined that the joint proposal did not come close to potentially qualifying as a superior proposal under the merger agreement, considering a variety of aspects of the joint proposal, including, but not limited to: value, deal certainty (such as conditionality of the joint proposal, execution risks and timing considerations) and relevant stakeholder interests. Mr. Poux-Guillaume notified Mr. Villavarayan that the AkzoNobel Boards therefore unanimously concluded to reject the joint proposal and unanimously continued to recommend the merger between AkzoNobel and Axalta, and that such positions would be communicated to representatives of Nippon Paint and Sherwin-Williams on April 22, 2026.

On April 29, 2026, Mr. Poux-Guillaume notified Mr. Villavarayan that, earlier that day, the AkzoNobel Boards received a revised joint proposal from representatives of Nippon Paint and Sherwin-Williams (the “revised joint proposal”), pursuant to which Nippon Paint and Sherwin-Williams increased their offer to acquire 100% of the issued and outstanding ordinary shares of AkzoNobel to €73.00 per share (excluding regular annual and interim dividends) payable in cash.

On May 1, 2026, Mr. Poux-Guillaume notified Mr. Villavarayan that, on April 30, 2026, the AkzoNobel Boards held a meeting, during which the AkzoNobel Boards, together with their respective financial and legal advisors, carefully reviewed and considered the revised joint proposal in line with their fiduciary duties and the terms of the merger agreement and, taking into account the long-term interests of all stakeholders of AkzoNobel (including its shareholders), subsequently unanimously determined that the revised joint proposal did not qualify, nor was it reasonably expected to qualify, as an AkzoNobel superior proposal under the merger agreement,

 

113

considering a variety of aspects of the joint proposal, including, but not limited to: the offer price (which the AkzoNobel Boards determined did not come close to adequately reflecting AkzoNobel’s value, taking into account the benefits of the merger between AkzoNobel and Axalta), deal certainty (such as conditionality of the joint proposal, execution risks and timing considerations) and relevant stakeholder interests. Mr. Poux-Guillaume notified Mr. Villavarayan that the AkzoNobel Boards therefore unanimously concluded to reject the revised joint proposal and unanimously continued to recommend the merger between AkzoNobel and Axalta, and that such positions were communicated to representatives of Nippon Paint and Sherwin-Williams on May 1, 2026.

On May 27, 2026, representatives of Axalta and AkzoNobel executed the merger agreement amendment, a copy of which is attached as Annex B to this proxy statement/prospectus.

Also on May 27, 2026, AkzoNobel issued a press release that it had received and rejected the joint proposal and the revised joint proposal. Nippon Paint and Sherwin-Williams subsequently issued a joint press release acknowledging AkzoNobel’s press release and confirming Nippon Paint and Sherwin-Williams had submitted the joint proposal and the revised joint proposal.

On June 3, 2026, Nippon Paint and Sherwin-Williams issued a joint press release that they had decided to end their efforts to jointly acquire AkzoNobel. AkzoNobel subsequently issued a press release acknowledging Nippon Paint’s and Sherwin-Williams’s joint press release and noting that the AkzoNobel Boards unanimously continue to recommend the merger between AkzoNobel and Axalta.

Recommendation of the Axalta Board and Its Reasons for the Transaction

The Axalta Board, at a meeting held on November 17, 2025, unanimously (i) resolved to approve the merger agreement, (ii) determined that the transactions contemplated by the merger agreement, including the merger, are in the best interest of Axalta and the Axalta shareholders, (iii) determined that the merger consideration constitutes fair value in accordance with the Bermuda Companies Act, (iv) recommended that the Axalta shareholders adopt the merger agreement and (v) directed that the merger agreement and the transactions contemplated thereby be submitted to the Axalta shareholders entitled to vote for adoption and approval. The Axalta Board unanimously recommends that Axalta shareholders vote “FOR” the bye-laws proposal, “FOR” the merger proposal and “FOR” the adjournment proposal.

In the course of reaching its determination and recommendation, the Axalta Board met numerous times to consider a potential transaction with AkzoNobel and consulted with Axalta management and its outside legal counsel and financial advisors, and considered a number of factors, weighing both perceived benefits of the transaction as well as potential uncertainties, risks and other potentially negative factors associated with the transaction. In recommending that Axalta shareholders vote their Axalta common shares in favor of the merger proposal, the Axalta Board considered a number of factors, including the following factors that the Axalta Board viewed as being generally positive or weighing in favor of the transaction in coming to its determination and recommendation (not necessarily in order of relative importance):

 

•

Benefits of the Combined Company. The fact that the merger consideration will provide Axalta shareholders with an approximately 45% ownership stake in the combined company on a pro forma basis, which will allow Axalta shareholders to participate in the anticipated increase in value of the combined company expected to result from the strategic opportunities and benefits of the business combination, including:

 

•

the opportunity to accelerate and drive sustainable organic growth by bringing together highly complementary technologies, expertise and people;

 

•

the expected position of the combined company as a global coatings leader with a balanced global footprint spanning over 160 countries to bring global capabilities to local customers;

 

•

the belief that the transaction combines highly complementary portfolios of highly regarded brands across end markets to create a full spectrum offering of coatings solutions, differentiated

 

114

by its breadth of solutions across approximately 100 well-known brands, improving scale and diversity of businesses and mitigating cyclicality while creating the potential to drive stronger revenue growth, enhanced profitability and increased value for shareholders, employees and other stakeholders;

 

•

the belief that combining and sharing know-how and best practices across two leading research platforms in the coatings space will accelerate high-value innovation;

 

•

the expectation of a highly attractive financial profile for the resulting combined company, providing significant flexibility to support strategic and capital allocation priorities, including anticipated consistent capital returns and inorganic growth;

 

•

the belief that combining the two companies enables balance sheet flexibility and positions the combined company for an investment grade credit profile;

 

•

the potential for the combined company to achieve greater scale and enhanced trading liquidity, and be well-positioned for multiple expansion and inclusion in a broader set of equity indices; and

 

•

the expected synergies available to the combined company following completion, including identified and actionable pre-tax run-rate synergies of approximately $600 million, with 90% of such synergies expected to be achieved within the first three years following completion.

 

•

Fixed exchange ratio. The fact that the merger consideration is based on a fixed exchange ratio, which will result in Axalta shareholders owning approximately 45% of the combined company on a pro forma basis, as compared to approximately 35% on an “at-market” basis, and does not include any adjustment or termination rights as a result of possible increases or decreases in the trading price of the Axalta common shares and/or AkzoNobel ordinary shares following the announcement of the transaction.

 

•

Risks relating to remaining a standalone public company. The potential risks and uncertainties associated with remaining a standalone public company, including consideration of Axalta’s business, operations, financial condition, earnings, prospects, competitive position, ability to grow organically, historically range-bound share price and the business, competitive, regulatory, financing and economic environment, developments in the coatings industry, potential impact of geopolitical tensions or conflicts and Axalta’s long-term strategic plan and financial forecasts as a standalone company, and the inherent uncertainty of and risks associated with achieving and executing such long-term strategic plan.

 

•

Best alternative for maximizing Axalta shareholder value. The Axalta Board’s belief that the transaction represents the best reasonably available opportunity to maximize value for Axalta shareholders based on (i) the Axalta Board’s understanding of Axalta’s industry, business, operations, risks, financial condition, strategy and prospects, as well as Axalta’s historical and projected financial performance and share price performance and the potential risks, rewards and uncertainties associated with remaining a standalone company, (ii) the ongoing evaluation by the Axalta Board and Axalta’s senior management of potential opportunities for business combinations and mergers, joint ventures, acquisitions, divestments and other potentially available financial and strategic alternatives, including, among others, the potential transactions described above in the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal–Background of the Transaction” and (iii) careful consideration of the advantages, disadvantages and risks involved with each other reasonably available strategic alternative and the belief by the Axalta Board that no such alternative would provide comparable or superior value for Axalta shareholders.

 

•

Due Diligence. The results of due diligence conducted by Axalta, or on Axalta’s behalf by its legal, financial and other advisors, with respect to financial and non-financial elements of AkzoNobel, including its business, operations, financial condition, actual and contingent assets and liabilities (including the Ichthys Litigation), earnings and prospects.

 

•

Receipt of fairness opinion from J.P. Morgan. The financial analyses reviewed and discussed with representatives of J.P. Morgan, as well as the oral opinion of J.P. Morgan, which was subsequently confirmed by delivery of its written opinion, rendered to the Axalta Board on November 17, 2025, that, as of

 

115

such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Axalta common shares. For more information, see the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal–Opinions of Axalta’s Financial Advisors–Opinion of J.P. Morgan Securities LLC.”

 

•

Receipt of fairness opinion from Evercore. The financial analyses reviewed and discussed with representatives of Evercore, as well as the oral opinion of Evercore rendered to the Axalta Board on November 17, 2025, which was subsequently confirmed in Evercore’s written opinion dated November 17, 2025, that as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders of Axalta common shares (other than holders of Excluded Shares), as more fully described in the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal–Opinions of Axalta’s Financial Advisors–Opinion of Evercore Group L.L.C.” and the full text of the written opinion of Evercore attached as Annex D to this proxy statement/prospectus.

 

•

Combined company governance. The fact that MergeCo will be overseen by an experienced board of 11 directors, including four directors designated by Axalta, including Mr. Sachdev and initially Mr. Villavarayan (to be replaced with Mr. Anderson), together with four directors designated by AkzoNobel and three jointly designated independent directors, that Mr. Sachdev will serve as chair of the MergeCo Board, that Mr. Villavarayan will be appointed as the deputy chief executive officer and Mr. Anderson will be appointed as the chief financial officer of MergeCo following completion and, upon Mr. Villavarayan’s resignation as an executive director six months following completion, as an executive director of MergeCo, and that the directors designated by Axalta, including the chair of the MergeCo Board, will have certain ongoing rights in connection thereto for a period of time following consummation of the transaction, as more fully described below in the section of this proxy statement/prospectus entitled “The Merger Agreement–Post-Completion MergeCo Board.”

 

•

Terms of the Merger Agreement. The terms of the merger agreement, taken as a whole, including:

 

•

the customary and mutual nature of the representations, warranties and covenants of AkzoNobel and Axalta in the merger agreement;

 

•

the fact that the merger agreement provides Axalta with sufficient operating flexibility to conduct its business in the ordinary course until the consummation of the merger or termination of the merger agreement;

 

•

the parties’ covenants to use their respective reasonable best efforts to obtain regulatory approvals, including the commitment of the parties to agree to remedies, unless such remedies are materially burdensome;

 

•

the deal protection and termination provisions of the merger agreement, including Axalta’s right to receive the termination fee of €150 million if the merger agreement is terminated under certain circumstances, including if the AkzoNobel boards change their recommendation for the transaction or if AkzoNobel terminates the merger agreement to enter into a transaction that is a superior proposal;

 

•

the provisions of the merger agreement that permit Axalta, in response to certain unsolicited alternative proposals, to, under certain circumstances, furnish information or enter into discussions with third parties in connection with a competing proposal, as further described in the section of this proxy statement/prospectus entitled “The Merger Agreement—Exclusivity Provisions and Restrictions;”

 

•

the provisions of the merger agreement allowing the Axalta Board to change its recommendation to Axalta shareholders prior to obtaining shareholder approval of the merger in specified circumstances relating to a superior proposal or intervening event, subject to AkzoNobel’s right to

 

116

receive payment of the termination fee of €150 million, and that the amount of such termination fee is comparable to termination fees in transactions involving both Dutch and U.S. parties, is reasonable, would not likely deter competing bids and would not likely be required to be paid unless Axalta entered into a more favorable transaction, as further described in the section of this proxy statement/prospectus entitled “The Merger Agreement—Exclusivity Provisions and Restrictions;”

 

•

the right of Axalta to specific performance to prevent breaches and to enforce the terms of the merger agreement, as further described in the section of this proxy statement/prospectus entitled “The Merger Agreement—Specific Performance;” and

 

•

other terms and conditions of the merger agreement, which were reviewed by the Axalta Board with Axalta’s financial advisors and legal counsel, and the fact that such terms were the product of arm’s-length negotiations between the parties and were negotiated taking into account respective due diligence findings.

 

•

Probability of consummation of the merger. The Axalta Board’s assessment of the likelihood that the merger would be completed, including after consideration of the risks related to the satisfaction of conditions to completion, which included consideration of, among other things, the likelihood of obtaining regulatory and other approvals required in connection with the transaction, including in light of the commitment of the parties to agree to remedies in connection with obtaining such approvals, unless such remedies are materially burdensome.

The Axalta Board also considered a number of uncertainties, risks and factors it deemed generally negative or unfavorable in making its determination, approval and related recommendation, including the following (not necessarily in order of relative importance):

 

•

Possible failure to achieve the benefits of the combined company. The challenges inherent in the combination of two businesses of the size and geographical diversity and scope of Axalta and AkzoNobel, including:

 

•

the execution risks associated with, and the possibility that the combined company might not achieve, the combined company’s projected financial results;

 

•

the possibility that the anticipated strategic and other anticipated benefits of the transaction, including the anticipated synergies, might not be achieved in the time frame contemplated or at all;

 

•

the risk that MergeCo may not be able to successfully integrate the businesses of Axalta and AkzoNobel or that integration costs may be greater than anticipated and the possible diversion of management attention for an extended period of time; and

 

•

the other numerous risks and uncertainties that, if the merger is completed, could adversely affect the combined company’s business, operations, financial results and MergeCo trading price.

 

•

Possible failure to consummate the transaction on a timely basis or at all. The possibility that the merger and the other transactions contemplated by the merger agreement may not be completed, or that their completion may be delayed for reasons that are beyond the control of Axalta or AkzoNobel, including the failure of Axalta shareholders to approve and adopt the merger agreement or the failure of the AkzoNobel shareholders to approve the AkzoNobel transaction-related proposals, or the failure of Axalta or AkzoNobel to satisfy other requirements, including the receipt of regulatory approvals and clearances, that are conditions to completion, and the materially adverse impact that such failure or delay could have on Axalta’s financial or business condition, results of operations or stock price.

 

•

Fixed exchange ratio. The fact that, because the merger consideration is based on a fixed exchange ratio rather than a fixed value and does not provide any price-based termination right or adjustment for fluctuations in the trading price of AkzoNobel ordinary shares, there would be a potential decrease in

 

117

the implied value of the merger consideration if, for any reason, there is a decrease in the trading price of AkzoNobel ordinary shares without a corresponding decrease in the trading price of Axalta common shares.

 

•

Influence over combined company. The fact that the four members of the MergeCo Board designated by Axalta will not constitute a majority of the MergeCo Board.

 

•

Interim operating covenants. The restrictions on the conduct of Axalta’s business during the period between the execution of the merger agreement and the consummation of the merger, as set forth in the merger agreement, which could delay or prevent Axalta from undertaking certain business opportunities that may arise, or from undertaking other actions it might otherwise take with respect to the operations of Axalta absent the pending consummation of the merger.

 

•

Ability to consider competing proposals. The fact that the merger agreement prohibits Axalta from soliciting or engaging in discussions regarding alternative transactions during the pendency of the transaction, subject to limited exceptions as further described in the section of this proxy statement/prospectus entitled “The Merger Agreement—Exclusivity Provisions and Restrictions,” and the possibility that the €150 million termination fee payable by Axalta to AkzoNobel under certain circumstances involving the termination of the merger agreement could discourage other potential parties from making a competing offer.

 

•

Risks associated with the announcement and pendency of the merger. The potential negative effects of the announcement and pendency of the merger, including the length of time anticipated between the execution of the merger agreement and the consummation of the merger, and the adverse impact that such interim period could have on Axalta, its business and its relationships with persons with whom Axalta has a business relationship, including employees, investors, customers, suppliers and business partners.

 

•

Interests of Axalta’s Directors and Executive Officers. The fact that Axalta’s directors and executive officers may have interests in the transaction that are different from, or in addition to, the interests of Axalta shareholders generally, as more fully described under the section of this proxy statement/prospectus entitled “Proposal 2: The Merger Proposal—Interests of Axalta’s Directors and Executive Officers in the Transaction.”

 

•

Transaction Costs. The transaction costs and expenses to be incurred in connection with the transaction, including in connection with Axalta’s obligations pursuant to the merger agreement, regardless of whether the transaction is completed.

 

•

Ichthys Litigation. The fact that, while a range of scenarios were considered by the Axalta Board in connection with the Ichthys Litigation, the liability associated with the Ichthys Litigation could exceed the Ichthys Assumption.

 

•

Other risks. The risks of the type and nature described under the section of this proxy statement/prospectus entitled “Risk Factors” and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements.”

The Axalta Board believed that, overall, the potential benefits of the transaction to Axalta shareholders outweighed the risks and uncertainties of the transaction.

The foregoing discussion is not intended to be exhaustive and is not presented in any order of priority, but Axalta believes it addresses the material information and principal factors considered by the Axalta Board in connection with its evaluation of the transaction, including factors that may support the transaction, as well as factors that may weigh against it. In view of the variety of factors and the amount of information considered, the Axalta Board did not find it practicable to quantify or otherwise assign relative weights to, and did not make specific assessments of, the factors considered in reaching its determination, and individual members of the Axalta Board may have given different weights to different factors.

 

118

The explanation of the reasoning of the Axalta Board and certain information presented in this section are forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements.”

For the reasons set forth above, the Axalta Board unanimously recommends that Axalta shareholders vote “FOR” the bye-laws proposal, “FOR” the merger proposal and “FOR” the adjournment proposal.

AkzoNobel’s Reasons for the Transaction

The AkzoNobel Board of Management and the AkzoNobel Supervisory Board carefully evaluated the merger agreement and the transactions contemplated thereby and each unanimously approved the terms of, and the transactions contemplated by, the merger agreement and each unanimously resolved that the approval of AkzoNobel entering into the merger and the other actions contemplated by the merger agreement (including the AkzoNobel transaction-related proposals) be submitted for approval by the AkzoNobel shareholders.

In the course of reaching its decision, the AkzoNobel Board of Management and the AkzoNobel Supervisory Board consulted with AkzoNobel’s management and its financial and legal advisors and considered a number of factors, including the following factors that weighed in favor of the transaction (not necessarily in order of relative importance):

 

•

MergeCo Group will become a global coatings leader with a balanced global presence spanning 160 countries, including 167 manufacturing sites worldwide;

 

•

The compelling industrial logic of combining the two companies, including enabling MergeCo Group to achieve enhanced cost leadership, operating resilience across economic cycles and improved scale, procurement leverage, manufacturing footprint optimization and selling, general and administrative efficiencies;

 

•

The transaction brings together two highly complementary portfolios, with AkzoNobel Group’s diversified portfolio of market segments and Axalta Group’s coatings portfolio weighted towards its performance coatings segment, to create a full spectrum offering of coatings solutions, with first-rate franchises across powder, aerospace, refinish, mobility, marine and protective, industrial coatings and decorative paints to better serve customers across key end markets and enhance value for shareholders, employees and other stakeholders;

 

•

The transaction brings together two leading research platforms in the coatings space, which is expected to accelerate high-value innovation with MergeCo Group having approximately $400 million combined annual research and development spend, 91 global research and development centers for local customer needs, approximately 4,200 research fellows, scientists and engineers, and approximately 3,200 granted and pending patent applications;

 

•

MergeCo Group will have a strong balance sheet, with net leverage targeted to be 2.0x to 2.5x and a mutual commitment to hold an investment grade credit rating, expected revenue of approximately $17 billion with adjusted EBITDA of $3.3 billion and pro forma adjusted free cash flow of $1.5 billion;(1), (2), (3)

 

(1)

Includes approximately $600 million of run-rate synergies.

 

(2)

Calculated as reported free cash flow including post-tax synergies and excluding identified items.

 

(3)

Combined financial figures in this bullet (i) do not include adjustments necessary to align to a consistent accounting standard or set of accounting policies and (ii) represent the addition of each company’s as reported metrics inclusive of synergies where applicable.

 

•

MergeCo Group is expected to have improved access to capital, including increased flexibility of capital allocations, providing MergeCo Group with opportunities for reinvestment in growth and shareholder returns, as further supported by strong free cash flow generation;

 

119

•

The transaction is expected to generate pre-tax run-rate synergies of approximately $600 million, with 90% of synergies expected to be achieved within the first three years following completion;

 

•

The transaction is structured as a “merger of equals” without a sale of control, and as a result, AkzoNobel shareholders will own 55% of MergeCo Group on pro forma basis immediately after completion, giving AkzoNobel shareholders the ability to participate meaningfully in any potential future increases in the equity value of MergeCo Group, including the upside associated with any future revenue growth and the expected synergies resulting from the transaction;

 

•

The pre-completion distribution, the declaration and payment of which is a condition to completion that may only be waived by AkzoNobel;

 

•

That the exchange ratio and the amount of the pre-completion distribution will not fluctuate in the event that the market price of the Axalta common shares increases relative to the market price of AkzoNobel ordinary shares between the date of the merger agreement and completion;

 

•

The expected greater liquidity through a primary listing on the NYSE and the opportunity for inclusion in key S&P indices in the United States based on the implied market capitalization of MergeCo Group, as well as other factors;

 

•

That the MergeCo Board, management team and employees will benefit from the talent, expertise and best practices of each of AkzoNobel Group and Axalta Group;

 

•

That the MergeCo Board will be composed of 11 directors, including four AkzoNobel designees, four Axalta designees and three jointly-designated, independent directors, with the total composition of the MergeCo Board meeting the independence requirements under the NYSE independence rules and the Dutch Corporate Governance Code;

 

•

That the current chief executive officer of AkzoNobel prior to completion will serve as the chief executive officer of MergeCo; and

 

•

The results of the due diligence review of Axalta Group and its business, operations, financial conditions earnings and prospects conducted by and on behalf of AkzoNobel.

The AkzoNobel Board of Management and the AkzoNobel Supervisory Board also considered a variety of uncertainties, risks and other potentially negative factors concerning the merger agreement and the transaction in connection with its deliberations, including:

 

•

The difficulties and challenges inherent in completing the transaction and integrating the businesses, operations and workforce of two business enterprises of the size and scope of AkzoNobel Group and Axalta Group into a combined company that is cross-border in nature;

 

•

The risk that some or all of the expected benefits of the transaction may fail to materialize, may not occur within the time periods anticipated or involve additional costs to achieve;

 

•

The risk that the regulatory approvals required in connection with the transaction may not be received in a timely manner or at all, may impose unacceptable conditions or due to the nature of AkzoNobel’s obligations under the merger agreement, AkzoNobel may be required to divest certain assets or commit to certain limitations on its business;

 

•

The fact that not all of the conditions to completion are within AkzoNobel Group’s control;

 

•

The risk that AkzoNobel and Axalta shareholders do not approve the transaction;

 

•

The fact that AkzoNobel has incurred and will continue to incur significant transaction costs and expenses in connection with the transaction, regardless of whether the transaction is consummated, and that those costs may be greater than anticipated;

 

•

That the exchange ratio is fixed and, as such, the possibility that AkzoNobel shareholders could be adversely affected in the event that the market price of AkzoNobel ordinary shares increases relative to the market price of Axalta common shares between the date of the merger agreement and completion;

 

120

•

The potential risk of diverting management and colleague attention and resources from the operation of AkzoNobel Group’s business and towards completion;

 

•

The risk that certain key employees of AkzoNobel Group may not choose to remain with MergeCo Group following completion;

 

•

The risk that, despite the efforts of AkzoNobel Group and Axalta Group prior to the consummation of the transaction, MergeCo Group may lose its relationships with one or more significant customers, suppliers or other strategic partners;

 

•

That AkzoNobel would be required to pay to Axalta a termination payment of €150 million in the event the merger agreement were to be terminated in certain circumstances, including if the AkzoNobel Board of Management and the AkzoNobel Supervisory Board were to change their recommendation supporting the transaction;

 

•

The ability of the Axalta Board, subject to certain conditions, to terminate the merger agreement in order to enter into a definitive agreement providing for a superior proposal;

 

•

The ability of the Axalta Board, subject to certain conditions, to change its recommendation supporting the transaction if the Axalta Board were to determine that failure to take such action would reasonably be expected to be inconsistent with the Axalta Board’s fiduciary duties to its shareholders under applicable laws;

 

•

The restrictions on the conduct of AkzoNobel Group’s business during the period between entry into the merger agreement and completion, while believed to be reasonable and not unduly burdensome, may delay or prevent AkzoNobel Group from undertaking business opportunities that may arise or other actions AkzoNobel Group would otherwise take with respect to the operations of the business prior to completion;

 

•

The risks associated with becoming subject to U.S. securities laws, including associated costs, compliance and reporting requirements;

 

•

The risks associated with establishing MergeCo’s primary (and in the future, sole) stock exchange listing in the United States on the NYSE and the risk that MergeCo may not be included in key indices in the United States; and

 

•

The risks of the type and nature described under “Risk Factors,” and the matters described under “Cautionary Statement Regarding Forward-Looking Statements.”

The AkzoNobel Board of Management and the AkzoNobel Supervisory Board determined that, overall, these risks, uncertainties and potentially negative factors were outweighed by the potential significant benefits that the AkzoNobel Board of Management and AkzoNobel Supervisory Board expects AkzoNobel’s shareholders to achieve as a result of this transaction. The AkzoNobel Board of Management and the AkzoNobel Supervisory Board were aware that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons. The foregoing discussion of the information and factors that the AkzoNobel Board of Management and the AkzoNobel Supervisory Board considered is not, and is not intended to be, exhaustive. The AkzoNobel Board of Management and the AkzoNobel Supervisory Board each collectively reached the conclusion to approve the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the transaction, considering the totality of the information available to them and in light of the various factors described above and other factors that the members of the AkzoNobel Board of Management and the AkzoNobel Supervisory Board believed appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the AkzoNobel Board of Management and the AkzoNobel Supervisory Board considered in connection with its evaluation of the transaction, the AkzoNobel Board of Management and the AkzoNobel Supervisory Board did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any

 

121

aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the AkzoNobel Board of Management and the AkzoNobel Supervisory Board. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the AkzoNobel Board of Management and the AkzoNobel Supervisory Board in approving the merger agreement is forward-looking in nature. This information should be read in light of the factors discussed in the section of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Opinions of Axalta’s Financial Advisors

Opinion of Evercore Group L.L.C.

Axalta retained Evercore to act as its financial advisor in connection with the merger. As part of this engagement, the Axalta Board requested that Evercore evaluate the fairness, from a financial point of view, to the holders of Axalta common shares (other than holders of Excluded Shares) of the exchange ratio pursuant to the merger agreement. At a meeting of the Axalta Board held on November 17, 2025, Evercore rendered to the Axalta Board its oral opinion, subsequently confirmed by delivery of a written opinion dated November 17, 2025, that as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders of Axalta common shares (other than holders of Excluded Shares).

The full text of the written opinion of Evercore, dated November 17, 2025, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex D and is incorporated herein by reference into this proxy statement/prospectus in its entirety. The summary of the opinion of Evercore in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the written opinion. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Axalta Board (solely in its capacity as such) in connection with its evaluation of the merger. The opinion does not constitute a recommendation to the Axalta Board or to any other persons in respect of the merger, including as to how any holder of Axalta common shares should vote or act in respect of the merger. Evercore’s opinion does not address the relative merits of the merger as compared to other business or financial strategies that might be available to Axalta, nor does it address the underlying business decision of Axalta to engage in the merger.

In connection with rendering its opinion, Evercore, among other things:

 

•

reviewed certain publicly available business and financial information relating to Axalta and AkzoNobel that Evercore deemed to be relevant, including publicly available research analysts’ estimates;

 

•

reviewed certain internal projected financial data relating to Axalta and furnished to Evercore by the management of Axalta and certain internal projected financial data and assumptions relating to AkzoNobel prepared and furnished to Evercore by managements of AkzoNobel and Axalta, each as approved for Evercore’s use by Axalta (as summarized and described in the section of this proxy statement/prospectus entitled “—Certain Axalta and AkzoNobel Group Unaudited Prospective Financial Information,” and which are referred to collectively in this section regarding Evercore’s opinion as the “Forecasts”), including certain operating synergies prepared by the management of Axalta and AkzoNobel expected to result from the merger, as approved for Evercore’s use by Axalta (as summarized and described in the section of this proxy statement/prospectus entitled “—Certain Axalta and AkzoNobel Group Unaudited Prospective Financial Information,” and which are referred to collectively in this section regarding Evercore’s opinion as the “Synergies”);

 

122

•

discussed with managements of Axalta and AkzoNobel their assessment of the past and current operations of Axalta and AkzoNobel, the current financial condition and prospects of Axalta and AkzoNobel, and the Forecasts;

 

•

reviewed the reported prices and the historical trading activity of Axalta common shares and AkzoNobel ordinary shares;

 

•

compared the financial performance of Axalta and AkzoNobel and their respective stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;

 

•

reviewed the financial terms and conditions of a draft, dated November 17, 2025, of the merger agreement; and

 

•

performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of the managements of Axalta and AkzoNobel that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Forecasts, including the Synergies, Evercore assumed with the consent of the Axalta Board that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the managements of Axalta and AkzoNobel as to the future financial performance of Axalta and AkzoNobel and the other matters covered thereby. Evercore relied, at the direction of Axalta, on the assessments of the managements of Axalta and AkzoNobel as to pro-forma combined company’s ability to achieve the Synergies and were advised by Axalta and AkzoNobel, and assumed with Axalta’s consent, that the Synergies will be realized in the amounts and at the times projected. Evercore expressed no view as to the Forecasts, including the Synergies, or the assumptions on which they were based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to Evercore’s analysis, that the final executed merger agreement would not differ from the draft merger agreement reviewed by Evercore, that the representations and warranties of each party contained in the merger agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the merger agreement and that all conditions to the consummation of the merger would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to Evercore’s analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the merger will be obtained without any delay, limitation, restriction or condition that would have an adverse effect on Axalta, AkzoNobel or the consummation of the merger or reduce the contemplated benefits to the holders of Axalta common shares of the merger.

Evercore did not conduct a physical inspection of the properties or facilities of Axalta or AkzoNobel and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Axalta or AkzoNobel, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of Axalta or AkzoNobel under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date of its opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore did not and does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of Axalta common shares (other than holders of Excluded Shares), from a financial point of view, of the exchange ratio. Evercore did not express any view on, and Evercore’s opinion did not address, the

 

123

fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Axalta, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Axalta, or any class of such persons, whether relative to the exchange ratio or otherwise. Evercore was not asked to, nor did Evercore express any view on, and Evercore’s opinion did not address, any other term or aspect of the merger agreement or the merger, including, without limitation, the structure or form of the merger, or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger agreement. Evercore’s opinion did not address the relative merits of the merger as compared to other business or financial strategies that might have been available to Axalta, nor did it address the underlying business decision of Axalta to engage in the merger. Evercore did not express any view on, and Evercore’s opinion did not address, what the value of AkzoNobel ordinary shares actually will be when issued or the prices at which Axalta common shares or AkzoNobel ordinary shares will trade at any time, including following announcement or consummation of the merger. Evercore’s opinion did not constitute a recommendation to the Axalta Board or to any other persons in respect of the merger, including as to how any holder of Axalta common shares should vote or act in respect of the merger. Evercore did not express any opinion as to the potential effects of volatility in the credit, financial and stock markets on Axalta, AkzoNobel or the merger or as to the impact of the merger on the solvency or viability of Axalta or AkzoNobel or the ability of Axalta or AkzoNobel to pay their respective obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by Axalta and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Axalta Board on November 17, 2025 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before November 17, 2025, and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of Axalta. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

For purposes of the financial analyses described below, Evercore calculated (1) an adjusted closing price per AkzoNobel ordinary share of €43.27 (or $50.25 based on the Euro to U.S. Dollar exchange rate on November 14, 2025 of €1:$1.161 (the “Spot Euro/Dollar Exchange Rate”)) based on the closing price per AkzoNobel ordinary share on November 14, 2025 of €57.80 (or $67.12 based on the Spot Euro/Dollar Exchange Rate) adjusted for the pre-completion distribution (the “Distribution Adjusted AkzoNobel Closing Share Price”); (2) an implied pro forma equity value per AkzoNobel ordinary share of €40.93 (or $47.53 based on the Spot Euro/Dollar Exchange

 

124

Rate) based on the closing price of the AkzoNobel ordinary shares on November 14, 2025 of €57.80 (or $67.12 based on the Spot Euro/Dollar Exchange Rate) adjusted for the pre-completion distribution and further adjusted to reflect pro forma ownership for Axalta and AkzoNobel shareholders in the combined company of 45% and 55% respectively (the “Implied Pro Forma Equity Value Per AkzoNobel Share”); and (3) an implied value of the exchange ratio of $31.08 per Axalta common share by multiplying 0.6539, the exchange ratio pursuant to the merger agreement, by $47.53, the Implied Pro Forma Equity Value Per AkzoNobel Share (the “Implied Exchange Ratio Value Per Share”). Additionally, for purposes of the financial analyses described below, at the direction of Axalta, Evercore assumed the Ichthys Assumption. Evercore did not undertake an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, or any settlements thereof, to which Axalta, AkzoNobel or their respective subsidiaries were or may be parties to and have been instructed by Axalta to use the Ichthys Assumption for the purposes of its financial analyses described below.

Summary of Evercore’s Financial Analyses

Discounted Cash Flow Analyses

Axalta

Evercore performed a discounted cash flow analysis of Axalta to calculate ranges of implied present values of the per share equity value of Axalta utilizing estimates of the standalone unlevered, after-tax free cash flows that Axalta was forecasted to generate during the period from September 30, 2025 through December 31, 2030 based on the Forecasts. Evercore calculated terminal values for Axalta by applying a range of perpetuity growth rates of 1.75% to 2.25%, which range was selected based on Evercore’s professional judgment and experience taking into account a number of factors, including market expectations regarding long-term real growth of gross domestic product and inflation of 1% to 2% and 2% to 3%, respectively, and trends in the economy generally and in applicable industries and sectors, to an estimate of the unlevered, after-tax free cash flows that Axalta was forecasted to generate in the terminal year based on the Forecasts. The cash flows and terminal values in each case were then discounted to present value as of September 30, 2025, using discount rates ranging from 8.50% to 10.00%, representing an estimate of Axalta’s weighted average cost of capital, as estimated by Evercore based on its professional judgment and experience utilizing the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including debt to equity ratio, debt to total capitalization ratio, pre-tax cost of debt, and levered and unlevered betas, as well as certain financial metrics for the United States financial markets generally including the risk free rate, equity risk premium and size premium, to derive implied enterprise value reference ranges for Axalta. Based on these ranges of implied enterprise values, Axalta’s estimated net debt, minority interest and after-tax pension liabilities as of September 30, 2025, and the number of fully diluted outstanding Axalta common shares as of September 30, 2025, in each case as provided by Axalta’s management, this analysis indicated a range of implied equity values per Axalta common share of $29.02 to $41.55, as compared to the closing price per share of Axalta common shares of $28.91 on November 14, 2025 and the Implied Exchange Ratio Value Per Share of $31.08.

AkzoNobel

Evercore performed a discounted cash flow analysis of AkzoNobel to calculate ranges of implied present values of the per share equity value of AkzoNobel utilizing estimates of the unlevered free cash flows (as described in the section of this proxy statement/prospectus entitled “—Certain Axalta and AkzoNobel Group Unaudited Prospective Financial Information”) that AkzoNobel was forecasted to generate during the period from September 30, 2025 through December 31, 2030, based on the AkzoNobel Financial Projections. Evercore calculated terminal values for AkzoNobel by applying a range of perpetuity growth rates of 1.50% to 2.00%, which range was selected based on Evercore’s professional judgment and experience taking into account a number of factors, including market expectations regarding long-term real growth of gross domestic product and inflation of 1% to 2% and 2% to 3%, respectively, and trends in the economy generally and in applicable industries and sectors, to an estimate of the unlevered, after-tax free cash flows that AkzoNobel was forecasted to

 

125

generate in the terminal year based on the AkzoNobel Financial Projections. The cash flows and terminal values in each case were then discounted to present value as of September 30, 2025, using discount rates ranging from 7.25% to 8.75%, representing an estimate of AkzoNobel’s weighted average cost of capital, as estimated by Evercore based on its professional judgment and experience utilizing the CAPM, which requires certain company-specific inputs, including debt to equity ratio, debt to total capitalization ratio, pre-tax cost of debt, and levered and unlevered betas, as well as certain financial metrics for the Netherlands financial markets generally including the risk free rate, equity risk premium and size premium, to derive implied enterprise value reference ranges for AkzoNobel. Based on these ranges of implied enterprise values, AkzoNobel’s estimated net debt, minority interest, and investment in associates as of September 30, 2025, and the number of fully diluted outstanding AkzoNobel ordinary shares as of September 30, 2025, in each case as provided by AkzoNobel’s management, and after adjusting for the Ichthys Assumption and the pre-completion distribution, this analysis indicated ranges of implied equity values per AkzoNobel ordinary share of €35.66 to €62.11 (or $41.00 to $71.43, converted to U.S. Dollars based on the Euro to U.S. Dollar exchange rate of €1:$1.15 at the direction of Axalta (the “Directed Rate”)) as compared to the Distribution Adjusted AkzoNobel Closing Share Price of €43.27 (or $50.25 based on the Spot Euro/Dollar Exchange Rate) and the Implied Pro Forma Equity Value Per AkzoNobel Share of €40.93 (or $47.53 based on the Spot Euro/Dollar Exchange Rate).

Implied Exchange Ratio 

Utilizing the approximate implied per share equity value derived for Axalta and AkzoNobel by application of the high and low ends of the relevant reference ranges selected for Axalta and AkzoNobel as described above, Evercore calculated a range of implied exchange ratios of 0.4062x to 1.0134x, as compared to the exchange ratio of 0.5753x based on the closing prices of Axalta common shares and AkzoNobel ordinary shares on November 14, 2025 and the exchange ratio of 0.6539x pursuant to the merger agreement.

Selected Publicly Traded Companies Analysis

Axalta

Evercore reviewed and compared certain financial information of Axalta to corresponding financial multiples and ratios for the following selected publicly traded companies in the coatings industry:

 

•

PPG Industries, Inc.

 

•

RPM International Inc.

 

•

The Sherwin-Williams Company

 

•

AkzoNobel

For each of the selected companies, Evercore calculated total enterprise value (“TEV,” defined as equity market capitalization plus total debt, plus preferred equity and minority interest, plus after-tax unfunded pension liabilities and other post-employment benefit obligations, less cash and cash equivalents) as a multiple of estimated 2025 and 2026 adjusted EBITDA (post-stock-based compensation (“SBC”)) (as described in the section of this proxy statement/prospectus entitled “—Certain Axalta and AkzoNobel Group Unaudited Prospective Financial Information”) (such 2025 and 2026 adjusted EBITDA (post-SBC) referred to as “2025E EBITDA” and “2026E EBITDA,” respectively, and such multiples referred to as “TEV / 2025E EBITDA” and “TEV / 2026E EBITDA,” respectively) based on closing share prices as of November 14, 2025.

Based on the multiples it derived for the selected companies and based on its professional judgment and experience taking into account historical and current valuation levels of such selected companies, Evercore applied a TEV / 2025E EBITDA multiple reference range of 8.0x to 10.0x to Axalta’s 2025E EBITDA as reflected in the Forecasts and a TEV / 2026E EBITDA multiple reference range of 7.5x to 9.5x to Axalta’s 2026E EBITDA as reflected in the Forecasts, to derive ranges of implied enterprise values for Axalta.

 

126

Based on these ranges of implied enterprise values, Axalta’s estimated net debt, minority interest and after-tax pension liabilities as of September 30, 2025, and the number of fully diluted Axalta common shares, in each case as provided by Axalta’s management, this analysis indicated a range of implied equity values per Axalta common share of $28.34 to $38.93, based on 2025E EBITDA and $28.16 to $39.40, based on 2026E EBITDA, compared to the closing price per share of Axalta common shares of $28.91 on November 14, 2025 and the Implied Exchange Ratio Value Per Share of $31.08.

Although none of the selected companies is directly comparable to Axalta, Evercore selected these companies because they are publicly-traded companies in the coatings industry with business characteristics that Evercore, in its professional judgment and experience, considered generally relevant to Axalta for purposes of its financial analyses. In selecting the companies included in its analysis, Evercore did not apply any specific selection criteria. Instead, Evercore selected each of these companies based on its professional judgment and experience, considering in each case certain business, operational and financial characteristics of each such company that Evercore considered generally relevant for purposes of its analysis. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, such as the impact of competition on Axalta and the industry generally, industry growth and the absence of any adverse material change in the financial conditions and prospects of Axalta, the industry or the financial markets in general, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies.

AkzoNobel

Evercore reviewed and compared certain financial information of AkzoNobel to corresponding financial multiples and ratios for the following selected publicly traded companies in the coatings industry:

 

•

PPG Industries, Inc.

 

•

RPM International Inc.

 

•

The Sherwin-Williams Company

 

•

Axalta

For each of the selected companies, Evercore calculated TEV as a multiple of 2025E EBITDA and 2026E EBITDA based on closing share prices as of November 14, 2025.

Based on the multiples it derived for the selected companies and based on its professional judgment and experience taking into account historical and current valuation levels of such selected companies, Evercore applied a TEV / 2025E EBITDA multiple range of 9.5x to 11.5x to AkzoNobel’s 2025E EBITDA as reflected in the Forecasts and a TEV / 2026E EBITDA multiple range of 8.5x to 10.5x to AkzoNobel’s 2026E EBITDA as reflected in the Forecasts, to derive ranges of implied enterprise values for AkzoNobel.

Based on these ranges of implied enterprise values, AkzoNobel’s estimated net debt, minority interest and investment in associates as of September 30, 2025, and the number of fully diluted AkzoNobel ordinary shares, in each case as included in the AkzoNobel Financial Projections, and after adjusting for the Ichthys Assumption and the pre-completion distribution, this analysis indicated a range of implied equity values per AkzoNobel ordinary share of €33.12 to €48.18 (or $38.08 to $55.41, converted to U.S. Dollars based on the Directed Rate), based on 2025E EBITDA and of €33.53 to €50.47 (or $38.56 to $58.04, converted to U.S. Dollars based on Directed Rate), based on 2026E EBITDA, as compared to the Distribution Adjusted AkzoNobel Closing Share Price of €43.27 (or $50.25 based on the Spot Euro/Dollar Exchange Rate) and the Implied Pro Forma Equity Value Per AkzoNobel Share of €40.93 (or $47.53 based on the Spot Euro/Dollar Exchange Rate).

 

127

Although none of the selected companies is directly comparable to AkzoNobel, Evercore selected these companies because they are publicly-traded companies in the coatings industry with business characteristics that Evercore, in its professional judgment and experience, considered generally relevant to AkzoNobel for purposes of its financial analyses. In selecting the companies included in its analysis, Evercore did not apply any specific selection criteria. Instead, Evercore selected each of these companies based on its professional judgment and experience, considering in each case certain business, operational and financial characteristics of each such company that Evercore considered generally relevant for purposes of its analysis. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, such as the impact of competition on AkzoNobel and the industry generally, industry growth and the absence of any adverse material change in the financial conditions and prospects of AkzoNobel, the industry or the financial markets in general, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies.

Implied Exchange Ratio

Utilizing the approximate implied per share equity value derived for Axalta and AkzoNobel by application of the high and low ends of the relevant reference ranges selected for Axalta and AkzoNobel as described above, Evercore calculated ranges of implied exchange ratios set forth in the table below, as compared to the exchange ratio of 0.5753x based on the closing prices of Axalta common shares and AkzoNobel ordinary shares on November 14, 2025 and the exchange ratio of 0.6539x pursuant to the merger agreement:

 

Metric		Implied Exchange Ratio
2025E EBITDA		0.5115x - 1.0222x
2026E EBITDA		0.4851x - 1.0217x

Other Factors

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Present Value of Future Share Price Analyses

Axalta

Evercore performed an illustrative analysis of the implied present value of the future share price of Axalta common shares, which was designed to provide an indication of the present value of a theoretical future value of Axalta as a function of Axalta’s estimated future EBITDA and its assumed multiple of enterprise value to next-twelve-months (which is referred to in this section as “NTM”) EBITDA.

In calculating the implied present value of the future price per Axalta common share, Evercore first calculated the implied future enterprise value of Axalta by multiplying Axalta’s estimated 2028 EBITDA based on the Forecasts by an illustrative enterprise value to NTM EBITDA multiple range of 7.5x to 9.5x, which range was selected based on Evercore’s professional judgment and experience based on the multiples it derived for the selected companies listed above under the caption “—Selected Publicly Traded Companies Analysis—Axalta” and taking into account historical and current valuation levels of such selected companies, to derive an implied future enterprise value reference range for Axalta. Evercore then subtracted Axalta’s estimated net debt as of December 31, 2027, as provided to Evercore by Axalta management, to derive a reference range of implied future equity values for Axalta. Evercore then discounted the implied future equity values of Axalta to September 30, 2025 using a discount rate of 12.0%, reflecting an estimate of Axalta’s cost of equity, as estimated

 

128

by Evercore based on its professional judgment and experience utilizing the CAPM, which requires certain company-specific inputs, including debt to equity ratio, debt to total capitalization ratio, pre-tax cost of debt, and levered and unlevered betas, as well as certain financial metrics for the United States financial markets generally including the risk free rate, equity risk premium and size premium. Based on estimates of Axalta’s minority interest and after-tax pension liabilities, and the number of fully diluted Axalta common shares as of November 14, 2025, in each case as provided by Axalta’s management, this analysis indicated a range of implied equity values per Axalta common share of $26.46 to $35.88, compared to the closing price per share of Axalta common shares of $28.91 on November 14, 2025 and the Implied Exchange Ratio Value Per Share of $31.08.

AkzoNobel

Evercore performed an illustrative analysis of the implied present value of the future share price of AkzoNobel ordinary shares, which was designed to provide an indication of the present value of a theoretical future value of AkzoNobel as a function of AkzoNobel’s estimated future EBITDA and its assumed multiple of enterprise value to NTM EBITDA.

In calculating the implied present value of the future price per AkzoNobel ordinary share, Evercore first calculated the implied future enterprise value of AkzoNobel by multiplying AkzoNobel’s estimated 2028 adjusted EBITDA post-SBC (as described in the section of this proxy statement/prospectus entitled “—Certain Axalta and AkzoNobel Group Unaudited Prospective Financial Information”) based on the AkzoNobel Financial Projections by an illustrative enterprise value to NTM EBITDA multiple range of 8.5x to 10.5x, which range was selected based on Evercore’s professional judgment and experience based on the multiples it derived for the selected companies listed above under the caption “—Selected Publicly Traded Companies Analysis—AkzoNobel” and taking into account historical and current valuation levels of such selected companies, to derive an implied future enterprise value reference range for AkzoNobel. Evercore then subtracted AkzoNobel’s estimated net debt as of December 31, 2027 as provided to Evercore by AkzoNobel management, to derive a reference range of implied future equity values for AkzoNobel. Evercore then discounted the implied future equity values of AkzoNobel to September 30, 2025 using a discount rate of 10.0%, reflecting an estimate of AkzoNobel’s cost of equity, as estimated by Evercore based on its professional judgment and experience utilizing the CAPM, which requires certain company-specific inputs, including debt to equity ratio, debt to total capitalization ratio, pre-tax cost of debt, and levered and unlevered betas, as well as certain financial metrics for the Netherlands financial markets generally including the risk free rate, equity risk premium and size premium. Based on the number of fully diluted AkzoNobel ordinary shares as of November 14, 2025 as provided by AkzoNobel’s management and after adjusting for the Ichthys Assumption and the pre-completion distribution, this analysis indicated a range of implied equity values per AkzoNobel ordinary share of €34.23 to €50.24 (or $39.36 to $57.77 per share, converted to U.S. Dollars based on the Directed Rate), as compared to the Distribution Adjusted AkzoNobel Closing Share Price of €43.27 (or $50.25 based on the Spot Euro/Dollar Exchange Rate) and the Implied Pro Forma Equity Value Per AkzoNobel Share of €40.93 (or $47.53 based on the Spot Euro/Dollar Exchange Rate).

Implied Exchange Ratio

Utilizing the approximate implied per share equity value reference ranges derived for Axalta and AkzoNobel described above, Evercore calculated an implied exchange ratio range of 0.4580x to 0.9117x, as compared to the exchange ratio of 0.5753x based on the closing prices of Axalta common shares and AkzoNobel ordinary shares on November 14, 2025 and the exchange ratio of 0.6539x pursuant to the merger agreement.

Equity Research Analysts’ Price Targets

Axalta

Evercore reviewed selected publicly available share price targets of 16 research analysts’ estimates known to Evercore as of November 14, 2025, noting that low and high share price targets per share for Axalta common shares ranged from $29.00 to $43.00, compared to the closing price per share of Axalta common shares of

 

129

$28.91 on November 14, 2025 and the Implied Exchange Ratio Value Per Share of $31.08. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the Axalta common shares and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of Axalta and future general industry and market conditions.

AkzoNobel

Evercore reviewed selected publicly available share price targets of 17 research analysts’ estimates known to Evercore as of November 14, 2025, noting that the low and high share price targets per share for AkzoNobel ordinary shares ranged from €59.00 to €80.00 (or $68.52 to $92.90 based on the Spot Euro/Dollar Exchange Rate), as compared to the Distribution Adjusted AkzoNobel Closing Share Price of €43.27 (or $50.25 based on the Spot Euro/Dollar Exchange Rate) and the Implied Pro Forma Equity Value Per AkzoNobel Share of €40.93 (or $47.53 based on the Spot Euro/Dollar Exchange Rate). Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the AkzoNobel ordinary shares and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of AkzoNobel and future general industry and market conditions.

Implied Exchange Ratio

Utilizing the high and low ends of the price targets reference ranges derived for Axalta and AkzoNobel, in each case as described above, Evercore calculated an implied exchange ratio range, after adjusting for the pre-completion distribution, of 0.3814x to 0.8326x, as compared to the exchange ratio of 0.5753x based on the closing prices of Axalta common shares and AkzoNobel ordinary shares on November 14, 2025 and the exchange ratio of 0.6539x pursuant to the merger agreement.

52-Week Trading Range Analysis

Axalta

Evercore reviewed historical trading prices of Axalta common shares during the 52-week period ended November 14, 2025, noting that low and high prices (based on closing prices) during such period ranged from $26.39 to $41.29 per Axalta common share, as compared to the closing price per share of Axalta common shares of $28.91 on November 14, 2025 and the Implied Exchange Ratio Value Per Share of $31.08.

AkzoNobel

Evercore reviewed historical trading prices of AkzoNobel ordinary shares during the 52-week period ended November 14, 2025, noting that low and high prices (based on closing prices) during such period ranged from €49.43 to €62.02 per AkzoNobel ordinary share (or $57.40 to $72.02 based on the Spot Euro/Dollar Exchange Rate), as compared to the Distribution Adjusted AkzoNobel Closing Share Price of €43.27 (or $50.25 based on the Spot Euro/Dollar Exchange Rate) and the Implied Pro Forma Equity Value Per AkzoNobel Share of €40.93 (or $47.53 based on the Spot Euro/Dollar Exchange Rate).

Implied Exchange Ratio

Utilizing the high and low ends of historical trading prices of Axalta common shares and AkzoNobel ordinary shares from the 52-week period ended November 14, 2025, in each case as described above, Evercore calculated an implied exchange ratio range, after adjusting for the pre-completion distribution and the Ichthys Assumption, of 0.4785x to 1.0187x, as compared to the exchange ratio of 0.5753x based on the closing prices of Axalta common shares and AkzoNobel ordinary shares on November 14, 2025 and the exchange ratio of 0.6539x pursuant to the merger agreement.

 

130

Has / Gets Analysis - Value Creation Analysis

Evercore reviewed the implied aggregate equity value of Axalta attributable to the holders of Axalta common shares on a pro forma basis giving effect to the merger based on a discounted cash flow analysis. The pro forma implied equity value attributable to the holders of Axalta common shares was equal to the product obtained by multiplying approximately 45.0% (Axalta’s shareholders pro forma ownership of the combined company immediately following completion based on the exchange ratio of 0.6539x set forth in the merger agreement) by an amount equal to the implied aggregate equity value of Axalta on a pro forma basis giving effect to the merger, calculated as (i) AkzoNobel’s standalone implied total enterprise value calculated using the discounted cash flow analysis summarized above under the caption “—Discounted Cash Flow Analyses—AkzoNobel” (calculated using the midpoint value determined by the AkzoNobel standalone discounted cash flow analysis), plus (ii) Axalta’s standalone implied aggregate equity value calculated using the discounted cash flow analysis summarized above under the caption “—Discounted Cash Flow Analyses—AkzoNobel” (calculated using the midpoint value determined by the AkzoNobel standalone discounted cash flow analysis), plus (iii) the net present value, as of September 30, 2025, of the Synergies (using a discount rate of 8.50%), and minus (iv) the pre-completion distribution, the Ichthys Assumption, net debt and other adjustments to the total enterprise value, including investments in associates, minority interests, unfunded pension liabilities and assumed transaction fees and expenses. This analysis resulted in an implied incremental aggregate equity value on a pro forma basis attributable to holders of Axalta common shares of approximately $1.778 billion, relative to Axalta’s standalone implied aggregate equity value calculated using the discounted cash flow analysis summarized above under the caption “—Discounted Cash Flow Analyses—Axalta” (calculated using the midpoint value determined by the Axalta standalone discounted cash flow analysis).

Miscellaneous

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Axalta Board. Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the Axalta common shares, or of AkzoNobel ordinary shares. Further, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the proposed transaction, public trading or other values of the companies used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Axalta or its advisors. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Axalta Board as to the fairness of the exchange ratio pursuant to the merger agreement, from a financial point of view, to the holders of Axalta common shares (other than holders of Excluded Shares). These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

 

131

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Axalta Board (in its capacity as such) in connection with its evaluation of the merger. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific exchange ratio to the Axalta Board or Axalta’s management or that any specific exchange ratio constituted the only appropriate exchange ratio in the merger for the holders of Axalta common shares.

Pursuant to the terms of Evercore’s engagement letter with the Axalta Board, Axalta has agreed to pay Evercore a fee for its services in the aggregate amount of $45 million, of which $3 million was payable upon delivery of Evercore’s opinion and the remainder of which is payable contingent upon the consummation of the merger. Axalta has also agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory or other services to Axalta and received fees for the rendering of these services in the amount of approximately $1 million. In addition, during the two-year period prior to the date of its opinion, Evercore and its affiliates have not been engaged to provide financial advisory or other services to AkzoNobel and have not received any compensation from AkzoNobel during such period. Evercore may provide financial advisory or other services to Axalta and AkzoNobel in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to Axalta, AkzoNobel, potential parties to the merger and/or any of their respective affiliates or persons that are competitors, customers or suppliers of Axalta or AkzoNobel.

Axalta engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Opinion of J.P. Morgan Securities LLC

Pursuant to an engagement letter dated July 10, 2025, Axalta retained J.P. Morgan as its financial advisor in connection with the merger and to deliver a fairness opinion in connection with the merger.

At the meeting of the Axalta Board on November 17, 2025, J.P. Morgan rendered its oral opinion to the Axalta Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the exchange ratio in the merger was fair, from a financial point of view, to the holders of Axalta common shares. J.P. Morgan confirmed its November 17, 2025 oral opinion by delivering its written opinion to the Axalta Board, dated November 17, 2025, that, as of such date, the exchange ratio in the merger was fair, from a financial point of view, to the holders of Axalta common shares.

The full text of the written opinion of J.P. Morgan dated November 17, 2025, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex E to this proxy statement/prospectus and is

 

132