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Akzo Nobel N.V. reports that shareholders at an Extraordinary General Meeting on August 5, 2026 voted in favor of all resolutions related to the proposed all-share merger with Axalta Coating Systems Ltd. Approvals covered the merger itself, amendments to the Articles of Association, authorization to issue shares, board appointments and remuneration policy.
Axalta shareholders also backed the merger at a Special General Meeting, allowing the transaction to move to the next phase. Completion remains subject to required regulatory approvals and other customary closing conditions and is expected once these are satisfied at the end of 2026 or the beginning of 2027.
The communication states that investors should rely on AkzoNobel’s Form F-4 registration statement and Axalta’s definitive proxy statement/prospectus for detailed information, and it includes forward-looking statements language outlining risks such as failure to obtain approvals, integration challenges, business disruption and wider macroeconomic, public health and geopolitical uncertainties.
Akzo Nobel N.V. and Axalta Coating Systems Ltd. announced they have enhanced the proposed governance arrangements for the company that would be formed by their pending all-share merger of equals. The refinements follow extensive dialogue with shareholders and other stakeholders about the governance of the combined business, with the chairs of both boards emphasizing strong corporate governance and effective board oversight.
The governance enhancements do not require changes to the proposed Articles of Association of the combined company, so the AkzoNobel EGM and Axalta SGM scheduled for August 5, 2026 are proceeding with their existing agenda items. A registration statement on Form F-4, including Axalta’s proxy statement/prospectus for shares to be offered by AkzoNobel, was declared effective by the SEC on June 23, 2026, and Axalta filed a definitive proxy statement on June 24, 2026. Extensive risk and forward-looking statement disclosures outline conditions that could affect completion of the transaction, regulatory approvals, integration efforts, and broader economic and operational factors.
AkzoNobel reported Q2 2026 revenue of €2,589 million, down 1% versus Q2 2025, while organic sales grew 2% as higher pricing offset stable volumes. Half‑year revenue was €4,975 million, 5% lower year on year, mainly due to FX and the divestment of liquid coatings in India.
Profitability improved. Q2 operating income rose to €251 million and half‑year operating income to €428 million. Adjusted EBITDA was €398 million in Q2 and €743 million for the half‑year, only slightly below 2025, as pricing gains and lower restructuring costs offset volume pressure. Net income attributable to shareholders was €232 million and earnings per share from total operations were €1.35, both flat year on year; profit margin edged up to 5.0%.
Balance sheet and strategy. Free cash flow was €108 million in Q2 and negative €36 million for the half‑year. Net debt increased to €3,127 million, giving a leverage ratio of 2.2. AkzoNobel is pursuing an all‑stock merger with Axalta, including an intended €2.5 billion special cash dividend, and later in July expects to deconsolidate Russian entities with net assets of €214 million following external administration.
AkzoNobel reported Q2 2026 revenue of €2,589 million, down 1% as currency and the India liquid coatings divestment offset 2% organic sales growth. Operating income rose to €251 million and adjusted EBITDA to €398 million, lifting the adjusted EBITDA margin to 15.4%. Net income attributable to shareholders increased to €139 million, or €0.81 per share.
For the first half of 2026, revenue was €4,975 million, with operating income of €428 million and adjusted EBITDA of €743 million, yielding a 14.9% adjusted EBITDA margin. Decorative Paints expanded margins, while Performance Coatings faced FX and divestment headwinds. Net debt stood at €3,127 million and the leverage ratio at 2.2x at June 30.
The company targets about €100 million adjusted EBITDA improvement in constant currencies in 2026 and expects full-year adjusted EBITDA at or above €1.47 billion. It also detailed the planned all-stock merger with Axalta, under which Axalta holders would receive 0.6539 AkzoNobel shares per Axalta share and AkzoNobel shareholders would receive a special dividend of €2.5 billion minus 2026 regular dividends, subject to approvals and closing conditions.
Akzo Nobel N.V. reports that a presidential decree in Russia has placed its Russian subsidiaries under temporary external administration as of July 13, 2026. Operational oversight of these subsidiaries transfers to a designated external entity, while underlying ownership by Akzo Nobel remains unchanged.
The company notes that Russia accounts for less than 2% of its revenue and is not material to overall financial performance. After EU sanctions in 2022, AkzoNobel had already discontinued a significant part of its Russian activities, with remaining operations fully localized and ringfenced, operating independently without financial support from Akzo Nobel N.V. AkzoNobel is reviewing the decree, assessing its implications, and states it remains committed to supporting employees and safeguarding its interests as shareholder.