Axalta Coating Systems (AXTA) Proxy filing summary

Executive summary

• An all-stock merger of equals is proposed between two global coatings companies, creating a combined entity with $17 billion in revenue and an enterprise value of $25 billion.

• The merger will result in Axalta shareholders receiving 0.6539 AkzoNobel shares per Axalta share, with Axalta shareholders owning approximately 45% and AkzoNobel shareholders 55% of the new company.

• The combined company will be domiciled in the Netherlands, have dual headquarters in Amsterdam and Philadelphia, and be listed on the NYSE, with delisting from Euronext Amsterdam expected about 12 months post-completion.

• The transaction is expected to close in late 2026 or early 2027, subject to shareholder and regulatory approvals, and includes a €2.5 billion special cash dividend to AkzoNobel shareholders before completion.

• The merger is anticipated to generate $600 million in pre-tax run-rate synergies, with 90% expected within three years, and targets a net leverage of 2.0x–2.5x and investment grade credit rating.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) an amendment to Axalta’s bye-laws to lower the merger approval threshold, (2) approval of the merger agreement and statutory merger agreements, (3) a nonbinding advisory vote on executive compensation related to the merger, and (4) a proposal to adjourn the meeting if more votes are needed.

• The Axalta board unanimously recommends voting “FOR” all proposals.

• Approval of the merger requires a majority of votes cast if the bye-law amendment passes, or a three-fourths majority if it does not.

• Dissenting shareholders have statutory appraisal rights under Bermuda law.

Board of directors and corporate governance

• The post-merger board will have 11 members: four designated by each company and three jointly designated independent directors.

• The board will include two executive directors (CEO and Deputy CEO/CFO) and nine non-executive directors, with initial terms and replacement procedures detailed for the first three years.

• The board chair will be from Axalta, and the CEO from AkzoNobel.

• Governance terms include a single class of shares, no anti-takeover foundation, and Dutch tax residency.