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 WC1 (% 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
€1.44bn
(€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 2026Publication of annual report 2025
February 24
AkzoNobel Media RelationsT +31 (0)88 - 969 7833
Contact: Joost Ruempol [email protected]
AkzoNobel Investor RelationsT +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.akzonobel.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-termAdj. 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)
1616 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 activities1
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
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