AkzoNobel proposes to acquire Tikkurila for €31.25 per share, to create superior and sustainable value for all stakeholders - Seite 3

The potential offer would be made pursuant to an offer document to be approved by the Finnish Financial Supervisory Authority (the “offer document”). The offer document would include all terms and conditions of the potential offer. The potential offer would only be accepted on the basis of the offer document.

The announcement of the potential offer, if any, depends on the time taken for the Board of Directors of Tikkurila to respond to this proposal and for negotiations to be concluded in relation to this transaction. If negotiations advance quickly, a potential offer could be announced in February and the transaction completed as soon as possible in 2021.

The completion of the potential offer, if announced, would be subject to customary conditions substantially similar to those included in the current tender offer document, dated January 14, 2021, such as reaching a 90% acceptance level and obtaining required regulatory approvals, and would not be conditional on financing. AkzoNobel would reserve the right, at its sole discretion, to waive any of the conditions for completion of the potential offer.

Shareholders are advised there can be no certainty that this proposal will eventually lead to any agreement between AkzoNobel and Tikkurila, the making of an offer to Tikkurila shareholders, or the timing and terms of any such agreement or offer. The terms of the potential offer, if announced, may differ from the terms set out in the proposal and this announcement.

AkzoNobel is aware, based on public information, that the combination agreement amended on January 5, 2021, includes procedures allowing the offeror to negotiate should the Board of Directors of Tikkurila contemplate effecting a change of its recommendation.

AkzoNobel reserves the right to acquire shares of Tikkurila prior to announcing a potential offer in public trading or otherwise. At the date of this announcement, AkzoNobel does not hold any shares of Tikkurila.

Important Information

THIS IS A PUBLIC ANNOUNCEMENT BY AKZO NOBEL N.V. (“AKZONOBEL”) PURSUANT TO SECTION 17 PARAGRAPH 1 OF THE EUROPEAN MARKET ABUSE REGULATION (596/2014). THIS PUBLIC ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER, OR ANY SOLICITATION OF ANY OFFER, TO BUY OR SUBSCRIBE FOR ANY SECURITIES.

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH AN ANNOUNCEMENT ON THE INTENTION TO LAUNCH A TENDER OFFER OR THE POTENTIAL TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.