Axalta Coating Systems (AXTA) Proxy filing summary

Executive summary

• Q2 2026 revenue decreased 1% year-on-year, with organic sales growth of 2% offset by a 3% revenue loss from the divestment of liquid coatings in India; half-year revenue declined 5% due to FX and divestment impacts.

• Operating income for Q2 rose to €251 million (from €214 million), driven by lower cost of sales and positive pricing; half-year operating income increased to €428 million.

• Adjusted EBITDA for Q2 was €398 million, up from €393 million, while half-year adjusted EBITDA declined slightly to €743 million.

• Net income attributable to shareholders was €232 million for the half-year, with earnings per share stable at €1.35.

• Net cash from operating activities in Q2 was €170 million, down from €234 million, mainly due to working capital changes and restructuring payouts.

• Net debt increased to €3,127 million at June 30, 2026, mainly due to dividend payments.

Voting matters and shareholder proposals

• An Extraordinary General Meeting is scheduled for August 5, 2026, to vote on the proposed merger with Axalta.

• Axalta shareholders will receive 0.6539 AkzoNobel shares per Axalta share; AkzoNobel shareholders will own 55% of the combined company post-merger.

• A special cash dividend of up to €2.5 billion is planned for AkzoNobel shareholders, conditional on merger completion.

Board of directors and corporate governance

• The Board of Management and Supervisory Board approved the interim financial statements and are responsible for ongoing risk oversight.

• Key management personnel include the Executive Committee and Supervisory Board; related party transactions are limited to board activities.