Akzo Nobel N : Investor update presentation - Q4 (investor update q4 2025 akzonobel)

About this update from Akzo Nobel N.v.

Investor Update February 3, 2026 1 FUTURE THE PAINT kzoNobel Q4 and FY 2025 Highlights A year of strong execution in soft market conditions Q4 2025 YoY Organic sales -1%; volumes -2%, price/mix +1% Adj. EBITDA €309m €343m excluding FX & scope (+7%) Adj. EBITDA margin 13.0%, +70bps Adj. leverage ratio 2.0x India sale closed FY 2025 YoY Organic sales flat; volumes -2%, price/mix +2% Net OPEX savings of €98m, €28m above target Adj. EBITDA €1,444m (14.2%, +40bps), within 1% of initial guidance Strong FCF €606m, +€239m AkzoNobel and Axalta to combine in all-stock merger of equals Volume development Q4 impacted by pullback in North America; market stabilization expected in H2 ' 26 Q4'25 FY'26 Deco EMEA UK, Turkey & MEA up; France down Flat Stable ~Flat Deco LATAM Argentina up; Brazil stabilizing -LSD% Brazil normalized +LSD% Deco China Premium outperformance in weak market +LSD% Market bottoming out +LSD% Deco SE Asia Vietnam up; Indonesia stabilizing Flat Further growth in Vietnam +LSD% Powder Coatings NAM weak; EMEA flat; Asia growing -LSD% NAM stabilizing in H2 ~Flat Marine & Protective Marine and Protective slow; Yacht up -LSD% Marine M&R share gains +LSD% Automotive & Specialty Aero outperformance; NAM Refinish at trough, growth in Asia Flat Strong Aero orderbook; Refinish to stabilize +LSD% Industrial Coatings Coil and Wood stable; Packaging weak, particularly in NAM -MSD% NAM H1 challenging; improvement in H2 -LSD% AkzoNobel -2% - Organic volumes YoY Delivering on strategic commitments India successfully divested; efficiency programs overdelivering India sale closed Transaction multiple 25x EV / '25 EBITDA (1) Closed on December 10, 2025 Total proceeds: ~€900m -€6m impact on 2025 EBITDA Future royalty stream Powder retained, now 100% owned Strategic review continuing SG&A program completed Q4'25 Q2'25 Q4'24 Q2'24 2,900 reduction (net of 200 insourcing) Post India sale: 31,500 32,800 # employees 34,600 33,700 35,700 Overall headcount -12% Total benefit of €200m, €80m above initial announcement Industrial program on track 2025 saving: €70m 12 sites closed since program start No disruption to business: OTIF maintained at 90%+ 2026 saving: €90m 6+ closures planned All actions completed by end of '26 Cumulative savings of €300m (2) by end of '27 Efficiency programs overview 2026: net benefit €90m, SG&A offsets inflation, all actions completed year end Industrial (€m) Benefit Restructuring cost Restructuring cash out CAPEX 2024 30 30 15 50 2025 70 100 50 50 2026 90 90 90 50 2027 110 30 TOTAL 300 220 185 150 Original plan 130-150 250 SG&A (€m) Benefit Restructuring cost Restructuring cash out 2024 15 80 20 2025 130 70 90 2026 40 TOTAL ~200 ~150 ~150 >50 Carryover & productivity to offset inflation 100-130 120-150 Original plan 2022-25 performance improvement Pricing and efficiency programs delivering clear value 2022 2025 ∆ Adj. EBITDA at cc €1,157m €1,622m +€465m / +40% Reported €1,157m €1,444m +€287m / +25% Adj. EBITDA % 10.7% 14.2% +350bps Paints 12.6% 15.8% +320bps Coatings 10.3% 13.9% +360bps Trade WC 16.9% 14.7% (220bps) Free Cash Flow (€29m) €606m +€635m Net leverage 3.5x 2.0x (1.5x) Q4 business performance Organic sales: -1% - (1) Volumes Price/ mix (1) (9) (6) (1) M&A FX Other Revenue Deco Q4 revenue development % YoY Q4'24 Q4'25 Revenue (€m) 1,017 925 Adj. EBITDA (€m) 113 125 Adj. EBITDA margin (%) 11.1 13.5 Material FX headwinds; self-help lifts Deco profits; NAM volumes weigh on Coatings AkzoNobel Q4 revenue development % YoY Organic sales: -1% (2) 1 (1) (6) (9) (1) Volumes Price/ M&A FX Other Revenu mix e Coatings Q4 revenue development % YoY Organic sales: -2% (3) 1 (1) (6) (10) Volumes Price/ M&A FX Other Revenu mix e Q4'24 Q4'25 Q4'24 Q4'25 Revenue (€m) 2,619 2,372 Revenue (€m) 1,602 1,447 Adj. EBITDA (€m) 321 309 Adj. EBITDA (€m) 230 190 Adj. EBITDA margin (%) 12.3 13.0 Adj. EBITDA margin (%) 14.4 13.1 Q4 business performance Working capital improvement and strong cash generation Q4'25 Q4'24 14.7% 15.7% Trade WC 1 (% rev) FY 25 FY 24 13.5% 13.3% Return on investment (%) FCF (€m) 606 362 367 284 Q4'24 Q4'25 FY 24 FY 25 2026 outlook €100m EBITDA step-up in 2026 through efficiency programs Adj. EBITDA: ≥€1.47bn ≥€1.47bn €1.44b n (€40m) (€35m) €100m 2025 scope (1) FX (2) step-up 2026 Volumes: Flat Net industrial program benefit: €90m (SG&A reduction to offset inflation) Identified items cash out: €170m CAPEX: €350m Leverage: ~2x Stable dividend Subject to ongoing market uncertainties and at exchange rates as of the end of 2025. Outlook is on a standalone basis and excludes any effects from the proposed merger with Axalta. Investor update | Q4 2025 10 India divested in December 2025 Full year FX translation impact at Dec'25 rates, majority of impact in Q1'26 AkzoNobel + Axalta: a compelling value creation opportunity Creating a premier global Coatings company; closing expected late '26 - early '27 Outstanding value creation Strong governance $17bn Pro-forma '24 Revenue Proven track record in cost efficiency and margin expansion ~20% Pro-forma '24 EBITDA $600m Cost synergies Revenue synergies +100-200bps of growth $1.5bn Adj. FCF (PF2024 including cost synergies) Supports peer comparability, adds liquidity, potential inclusion in S&P500 Upcoming events 2026 Publication of annual report 2025 February 24 AkzoNobel Media Relations T +31 (0)88 - 969 7833 Contact: Joost Ruempol [email protected] AkzoNobel Investor Relations T +31 (0)88 - 969 1411 Contact: Jan Willem Enhus [email protected] Alternative performance measures (APM) AkzoNobel uses APM adjustments to the IFRS measures to provide supplementary information on the reporting of the underlying developments of the business. A reconciliation of the alternative performance measures to the most directly comparable IFRS measures can be found in the appendix to this presentation. This Investor Update covers the highlights for the quarter. We recommend to read the Investor Update in combination with the AkzoNobel Q4 2025 Report. The Q4 2025 Report provides additional information, including the IAS34 condensed consolidated financial statements. All figures in this presentation and in the AkzoNobel Q4 2025 Report are unaudited. The interim condensed consolidated financial statements were discussed and approved by the Board of Management and the Supervisory Board. Important information regarding the proposed Axalta transaction General restrictions This communication is not for release, publication, or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication, or distribution would be unlawful. This communication is not a prospectus and the information in this communication is not intended to be complete. This communication is for informational purposes only and is not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities, or an invitation or recommendation to subscribe for, acquire or buy securities of AkzoNobel or Axalta or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended (the "Securities Act"). Any decision to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities must be made only on the basis of the information contained in and incorporated by reference into the prospectus with respect to the shares to be allotted by AkzoNobel in the proposed transaction once published. A prospectus in relation to the proposed transaction described in this communication is expected to be published in due course. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, AkzoNobel and Axalta disclaim any responsibility or liability for the violation of any such restrictions by any person. Neither AkzoNobel, nor Axalta, nor any of their advisors assume any responsibility for any violation by any person of any of these restrictions. Shareholders of AkzoNobel and Axalta, respectively, with any doubt as to their position should consult an appropriate professional advisor without delay. Additional information and where to find it In connection with the proposed transaction between AkzoNobel and Axalta, AkzoNobel will file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form F-4, which will include a proxy statement of Axalta that also constitutes a prospectus with respect to the shares to be offered by AkzoNobel in the proposed transaction. The definitive proxy statement/prospectus will be sent to the shareholders of Axalta. Each of AkzoNobel and Axalta will also file other relevant documents in connection with the proposed transaction. This communication is not a substitute for any registration statement, proxy statement/prospectus or other documents AkzoNobel and/or Axalta may file with the SEC or any other competent regulator in connection with the proposed transaction. This communication does not contain all the information that should be considered concerning the proposed transaction and is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF AKZONOBEL AND AXALTA ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT AKZONOBEL, AXALTA, THE PROPOSED TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other relevant documents filed by AkzoNobel and Axalta with the SEC, when filed, will be available free of charge at the SEC's website at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC from Axalta's investor relations webpage at https://ir.axalta.com/sec-filings/all-sec-filings or from AkzoNobel's investor relations webpage at https://www.akzonobe l .com/en/investors . The contents of this communication should not be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice. Planning assumptions 2026 Mid-term Adj. EBITDA At or above €1.47bn (end of Dec '25 FX) CAGR '23-'27: >6%; Margin: >16% Organic volumes Flat +LSD% Savings Net industrial program benefit: €90m (SG&A carryover and productivity to offset inflation) Gross savings €500m (vs 2023) Industrial transformation €300m SG&A actions ~€200m Identified items Cash out ~€170m Efficiency programs cost: Industrial transformation ~€220m SG&A actions ~€150m CAPEX €350m €350m pa, incl. €50m pa from industrial transformation ('24-'26) Working capital ≤14.5% revenue 13-14% revenue Effective tax rate ~28% ~28% Leverage ~2x ~2x Subject to ongoing market uncertainties and assuming constant currencies, on a standalone basis and excludes any effects from the proposed merger with Axalta. 14 Mid-term ambitions Expanding profitability underpinned by growth and operational efficiencies Adj. EBITDA margin >16% Adj. EBITDA growth CAGR: >6% ROI 16-19% Industrial transformation benefit €300m by 2027 Volume growth CAGR: +LSD% Leverage ~2x, investment grade Subject to ongoing market uncertainties and assuming constant currencies, on a standalone basis and excludes any effects from the proposed merger with Axalta. CAGR on 2023 baseline. Growth in focus segments and markets Sustainability-driven innovation Industrial excellence and simplified execution model Active portfolio management Strategic priorities Targets Price/mix and volumes AkzoNobel Deco Coatings price/mix (% YoY) 16 16 13 13 7 5 3 2 0 1 0 1 2 1 1 1 12 11 11 11 5 5 3 2 2 0 1 2 2 1 1 - 0 2 0 1 2 2 1 1 19 19 14 14 8 4 3 2 2022 2023 2024 2025 2022 2023 2024 2025 2022 2023 2024 2025 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 organic volumes (% YoY) -5 -7 -9 -3 -1 -9 0 3 2 1 1 0 -2 -1 -1 -2 0 3 1 0 0 1 -7 -9 -4 -4 -1 -9 0 3 2 2 2 1 -1 -2 -2 -3 -1 -1 -1 -2 -3 -1 -7 -8 -6 -9 2022 2023 2024 2025 2022 2023 2024 2025 2022 2023 2024 2025 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Performance measures Definitions of alternative performance measures Adjusted earnings per share are the basic earnings per share from continuing operations, excluding Identified items and taxes thereon Adjusted EBITDA is operating income excluding depreciation, amortization and identified items Adjusted EBITDA margin is adjusted EBITDA as percentage of revenue Capital expenditures is the total of investments in property, plant and equipment and investments in intangible assets Constant currencies (CC) calculations exclude the impact of changes in foreign exchange rates by re-translating the prior year local currency amounts into euros at the current year's foreign exchange rates Free cash flow is net cash generated from/(used for) operating activities minus capital expenditures Identified items are special charges and benefits, results on acquisitions and divestments, major restructuring and impairment charges, and charges and benefits related to major legal, environmental and tax cases Invested capital is total assets (excluding cash and cash equivalents, short-term investments, investments in associates, pension assets, assets held for sale) less current tax liabilities, deferred tax liabilities and trade and other payables. Average invested capital is the average of the quarter end invested capital balances for the last four quarters Leverage ratio is calculated as net debt divided by adjusted EBITDA for the last 12 months Trade working capital is defined as the sum of inventories, trade receivables and trade payables. When expressed as a ratio, operating working capital is measured against four times last quarter revenue Operating expenses (OPEX) includes SG&A costs and fixed manufacturing costs within cost of sales Organic sales excludes the impact of changes in consolidation, the impact of changes in foreign exchange rates and the impact of hyperinflation accounting. Refer to constant currencies for details on the calculation of the foreign exchange rate impact Return on investment (ROI) is adjusted operating income of the last 12 months as percentage of average invested capital Additional financial information Consolidated statement of free cash flows Operating income to net income Q4'24 Q4'25 € million 2024 2025 221 885 EBITDA 1,288 1,542 Q4'24 Q4'25 € million 2024 2025 127 787 Operating income 917 1,164 - 1 Impairment losses - 9 (36) (43) Financing income and expenses (102) (199) 1 (662) Pre-tax results on acquisitions and divestments 3 (678) 4 2 Results from associates 23 33 218 338 Changes in working capital (206) 166 95 746 Profit before tax 838 998 (1) (1) Pension top-up payments (1) (5) (59) (140) Income tax (246) (326) 32 (10) Other changes in provisions 8 292 36 606 Profit from continuing operations 592 672 (29) (15) Interest paid (174) (162) - - Profit from discontinued operations - (1) (56) (75) Income tax paid (291) (268) 36 606 Profit for the period 592 671 1 1 Other 46 19 (15) (8) Non-controlling interests (50) (36) 398 462 Net cash generated from/(used for) operating activities 673 915 (114) (100) Capital expenditures (306) (309) 284 362 Free cash flow 367 606 0.12 3.50 Total operations 3.17 3.71 21 598 Net income 542 635 Earnings per share (in €) Adjusted earnings per share (in €) 0.56 0.56 Continuing operations 3.88 3.63 Alternative performance measures Q4'24 Q4'25 Δ% Operating income (€m) 2024 2025 Δ% Q4'24 Q4'25 Adjusted earnings per share from continuing operations (€m) 2024 2025 Adjusted EBITDA (€m) January 2024 - December 2024/January 2025 - December 2025 41 74 80% Decorative Paints 405 401 -1% 36 606 Profit from continuing operations 592 672 Operating income 917 1,164 127 787 520% Total 917 1,164 27% Q4'24 Q4'25 Identified items (€m) 2024 2025 (33) (14) Decorative Paints (80) (102) (34) (33) (28) Performance Coatings 612 Other activities (56) (60) (365) 550 (100) 570 Total (196) 83 Q4'24 Q4'25 Adjusted gross margin (€m) 2024 2025 1,026 936 Gross profit 4,337 4,049 (29) (29) Identified items (73) (155) 1,055 965 Adjusted gross profit 4,410 4,204 40.3 % 40.7 % Adjusted gross margin 41.2 % 41.4 % (23) 70 Identified items reported in income tax (54) 48 150 117 -22% Performance Coatings 679 300 56% 100 (570) Identified items reported in operating income 196 (83) (64) 596 Other activities (167) 463 (3) (2) Identified items reported in interest (21) 20 (15) (8) Non-controlling interests (50) (36) 95 96 Adjusted net income from continuing operations 663 621 170.8 171.1 Weighted average number of shares (in millions) 170.7 171.0 0.56 0.56 Adjusted earnings per share from continuing operations 3.88 3.63 Average invested capital (€m) January 2024 - December 2024/January 2025 - December 2025 Δ% Performance Coatings Other activities 3,773 656 3,595 896 -5% Total 8,350 8,016 -4% Decorative Paints 3,921 3,525 -10% Depreciation and amortization* 365 363 Identified items 196 (83) Adjusted EBITDA 1,478 1,444 *Excluding identified items Net Debt (€m) Q4'24 Q4'25 Short-term investments (165) (302) Cash and cash equivalents Long-term borrowings Short-term borrowings (1,302) 3,671 1,697 (1,618) 3,670 1,192 Total 3,901 2,942 Leverage ratios January 2024 - December 2024/January 2025 - December 2025 Net debt/Adjusted EBITDA 2.6 2.0 Q4'24 Q4'25 Δ% Adjusted EBITDA (€m) 2024 2025 Δ% 227 217 (4)% Adjusted operating income 1,113 1,081 -3% ROI (%) Depreciation and January 2024 - Dec ember 2024/January 2025 - December 2025 94 92 amortization (excluding 365 363 Decorative Paints 12.4 14.3 321 309 (4)% Adjusted EBITDA 1,478 1,444 -2% Performance Coatings 19.5 18.5 Identified items) Q4'24 Q4'25 Adjusted EBITDA margin (%) 2024 2025 Other activities 1 Total 13.3 13.5 1 ROI for Other activities is not shown, as this is not meaningful. 11.1 13.5 Decorative Paints 14.8 15.8 14.4 13.1 Performance Coatings 14.2 13.9 12.3 13.0 Total 13.8 14.2 202 Attention : This is an excerpt of the original content. 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