Extraordinary General Meeting November 30, 2017
Agenda 1. Appointment of Mr. M.J. de Vries as member of the Board of Management with effect from January 1, 2018 (voting point) 2. Appointments to the Supervisory Board a) Appointment of Mr. P.W. Thomas as member of the Supervisory Board with effect from November 30, 2017 (voting point) b) Appointment of Mrs. S.M. Clark as member of the Supervisory Board with effect from November 30, 2017 (voting point) c) Appointment of Mr. M. Jaski as member of the Supervisory Board with effect from November 30, 2017 (voting point) 3. Separation of the Specialty Chemicals business from AkzoNobel through a private sale or a legal demerger (voting point) EGM November 30, 2017 2
Agenda item 1: Appointment Mr De Vries
Appointment of Mr Maarten de Vries • Former CFO and Executive Board member at Intertrust Group and TNT Express • Former CEO of TP Vision • Various senior positions at Royal Philips Electronics, including Chief Information Officer and Chief Purchasing Officer EGM November 30, 2017 4
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Agenda item 2: Appointments to the Supervisory Board
Nominees for the Supervisory Board Ms. Sue Clark Mr. Patrick Thomas Mr. Michiel Jaski • Non-Executive director Britvic plc, • Chairman and CEO Covestro A.G. • Former CEO of OFFICEFIRST Bakkavor Group plc, and Tulchan • Former Chairman and CEO Bayer Immobilien and Grontmij Communications LLP MaterialScience A.G. • Former Member Executive • Former Managing Director • Former Non-Executive director BG Board Arcadis SABMiller plc Group plc • Former VP Shell • Former Director Corporate Affairs • Former President Specialties, • Member SB Synbra Group Railtrack plc. and Scottish Power Huntsman International LLC • Chairman Advisory Board plc • Former CEO Polyurenthanes Foundation National Park de division of ICI plc Hoge Veluwe EGM November 30, 2017 7
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Agenda item 3: Separation of Specialty Chemicals
Creation of two focused businesses to unlock further value and accelerate growth 2017 onwards: Unlocking further value and accelerating growth 2016: Continuous Two focused improvement businesses and growth High-performing 2013-2015: Scale and Building the capabilities foundation to stand on their own Pre-2012: Strong cash Historical generation challenges EGM November 30, 2017 10
World class Specialty Chemicals business € 4.8 bn revenue North America Mature Europe Emerging Europe Asia Pacific 24% 43% 17% 4% € 953 m EBITDA € 629 m EBIT 13.2 % ROS 17.9 % ROI 9,000 people Balanced portfolio of interlinked businesses High profitability in all businesses Proven resilience of portfolio through cycles Other countries Leadership positions in high growth segments Latin America 10% 2% Key regions by revenue * All figures are based on year-end 2016, excluding unallocated corporate center costs and invested capital EGM November 30, 2017 11
Separation on track to take place by April 2018 Nov 30, 2017 Dec 7, 2017 Jan 1, 2018 Apr, 2018 Q2/ Q3, 2018 EGM to approve Advance proceeds of Internal External separation of Distribution of vast majority of separation of separation paid as separation of Specialty Chemicals net proceeds from separation Specialty Chemicals special dividend of organization from AkzoNobel by of Specialty Chemicals, (2) €1bn (€4/ share) (1) demerger or private sale subject to closing (1) Following shareholder approval of the separation at the EGM on November 30, 2017 (2) In case of a demerger, shareholders effectively receive the proceeds as they would become shareholders of the Specialty Chemicals business as a separate listed company EGM November 30, 2017 12
Approval for separation through dual-track process Internal separation External separation Dual-track process Private sale Scope of requested shareholder approval Demerger Paints Coatings Specialty Chemicals IPO Transaction scope EGM November 30, 2017 13
Private sale process (private track) 1 Controlled auction to ensure competitive process Multiple interested parties, both strategic and private equity 2 Information Possibility for due Submission of memorandum Submission of non- diligence and binding offers provided to binding offers engagement with expected in interested parties management Q1 2018 EGM November 30, 2017 14
Demerger process (public track) Prior to demerger Following demerger Highlights Separate listed entity for 1:1 Specialty Chemicals business Public Public Public Akzo Nobel N.V. shareholders shareholders shareholders shareholders will receive shares in Specialty Chemicals entity Akzo Nobel Akzo Nobel N.V. Akzo Nobel N.V. One for one share allocation Chemicals N.V. ratio Expected to have investment grade credit profile Paints & Specialty Paints & Specialty Coatings Chemicals Coatings Chemicals Implementation requires decision from Boards If pursued, on track to be implemented by April 2018 EGM November 30, 2017 15
Dual-track decision criteria and proceeds Decision criteria Separate Vast majority of Financial listed Demerger net proceeds Specialty Chemicals entity returned to Value shareholders Tax Liabilities/ pensions Other €1bn advance proceeds as Speed/ timeline special dividend, Risk/ certainty Sale Private sale following approval Stakeholders for separation EGM November 30, 2017 16
Questions on: Separation of Specialty Chemicals
Switch to voting slide EGM November 30, 2017 18
Update on recent developments Thierry Vanlancker – CEO
Thank you
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