Optimized printing

Subscribed share capital The holders of common shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at the Annual General Meeting of shareholders. The holders of the priority shares are entitled to a dividend of 6 percent per share or the statutory interest in the Netherlands, whichever is lower, plus any accrued and unpaid dividends. They are entitled to 200 votes per share (in accordance with the 200 times higher nominal value per share) at the Annual General Meeting of shareholders. In addition, the holders of priority shares have the right to draw up binding lists of nominees for appointment to the [...]

[...] of 400 employees due to divestments A decrease of 2,000 employees due to ongoing restructuring Share-based compensation Share-based compensation relates to the performance-related share plan, as well as the share-matching plan. Charges recognized in the 2014 statement of income for share-based compensation amounted to €34 million and are included in salaries and wages (2013: €43 million). Performance-related share plan Under the performance-related share plan, a number of conditional shares are granted to the members of the Board of Management, members of the Executive Committee and executives each year. The number of participants of the performance-related [...]

[...] Castella 2 Chief Financial Officer 1 Until June 30, 2014. 2 Since September 15, 2014. 3 Costs relating to share awards (performance-related share plan and share-matching plan) are non-cash and relate to the expenses following IFRS2. For Mr. Nichols a reversal of costs is reported in connection with the forfeiture of his LTI entitlements due to his voluntary departure. 4 Other post-contract benefits refers to payments intended for building up retirement benefits other than those included in Post-contract benefits. 5 Other emoluments refers to social security cost. For Mr. Nichols this refers to the employer’s contribution in the UK. 6 Other compensation refers to [...]

The Annual General Meeting of shareholders (AGM) reviews the annual report and decides on the adoption of the financial statements and the dividend proposal, as well as the discharge of the members of the Supervisory Board and the Board of Management. The AGM also approves or adopts, among others, the following matters: The election of members of the Board of Management and the Supervisory Board The remuneration of the members of the Supervisory Board Material changes to the remuneration policy of the Board of Management Other important matters such as major acquisitions or the sale of a substantial part of the company, as required by law The authorization of the [...]

Total compensation to key management personnel amounted to €10.8 million (2013: €15.4 million). An amount of €2.6 million relates to short-term employee benefits (2013: €7.0 million); €1.0 million to post-contract benefits and other post-contract compensation (2013: €1.2 million); and €2.7 million to share-based compensation (2013: €5.8 million). The members of the Executive Committee that are not a member of the Board of Management are included in key management personnel. Supervisory Board Members of the Supervisory Board receive a fixed remuneration: €130,000 for the Chairman, €78,000 for the Deputy Chairman and €65,000 for the other [...]

[...] Board of Management consists of: Base salary Performance-related short-term incentive (STI), with share-matching opportunity Performance-related long-term incentive (LTI) in the form of shares Post-contract benefits Other benefits The various elements of the remuneration package are set out in more detail below. Base salary The base salary is determined by the Supervisory Board. Short-term incentive (annual bonus) The target STI is 100 percent of the base salary for the CEO and 65 percent of the base salary for any other member. The STI is linked to financial targets (70 percent), as well as the individual and qualitative targets of the members of the Board of [...]

Article 43 43.6 The Board of Management shall be authorized to determine, with the approval of the Supervisory Board, what share of profit remaining after application of the provisions of the foregoing paragraphs shall be carried to reserves. The remaining profit shall be placed at the disposal of the Annual General Meeting of shareholders, with due observance of the provisions of paragraph 7, it being provided that no further dividends shall be paid on the preferred shares. 43.7 From the remaining profit, the following distributions shall, to the extent possible, be made as follows: (a) To the holders of priority shares: 6 percent per share or the statutory [...]

Proposed dividend of €1.45 per share (on a par with 2013) Settlement of €825 million bond which matured on January 31, 2014; and €500 million bond issued on November 7, 2014 Close dialog with the capital markets We attach great value to maintaining an open dialog with the financial community in order to promote transparency. Management gave presentations at a number of industry conferences during the year, as well as holding meetings with investors and analysts. In March, a capital markets day was held to introduce the Business Area Executive Committee members, who presented the strategies of their respective businesses. Share price performance 2014 Our share [...]

[...] (12) Net cash from operating activities 716 811 13 Net debt 1,529 1,606 Net income attributable to shareholders 724 546 Earnings per share from total operations (in €) 3.00 2.23 Adjusted earnings per share (in €) 2.62 2.81 Number of employees 49,600 47,200 (5) Revenue Revenue was down 2 percent, with volume up 1 percent in all Business Areas, more than offset by adverse currency effects and divestments. Volumes in Decorative Paints were up 1 percent. Revenue declined 6 percent compared with 2013 due to divestments, adverse currency effects and an adverse price/mix effect. The latter was mainly driven by the sale of the German stores Volumes in Performance [...]

Dividend policy AkzoNobel’s dividend policy is to pay a stable to rising dividend each year. Cash dividend is default, stock dividend is optional. Total proposed dividend of €1.45 per share The Board of Management proposes a total dividend of €1.45 per common share. AkzoNobel’s shares will be trading ex-dividend as of April 24, 2015. In compliance with the listing requirements of Euronext Amsterdam, the record date will be April 27, 2015. The dividend as proposed to the 2015 Annual General Meeting of shareholders will be payable as of May 19, 2015. The dividend paid over the last five years is shown in the graph below. Dividend paid in € per share