AkzoNobel confirms intent to acquire Tikkurila with binding proposal for €31.25 per share, with due diligence supporting value creation opportunity - Seite 2

According to the binding proposal, the completion of the tender offer, if announced, would be subject to customary conditions, such as reaching a 90% acceptance level, obtaining required regulatory approvals, no legislation or decision by a court or authority preventing the transaction, no material adverse change regarding Tikkurila, and the combination agreement, Tikkurila Board's recommendation and the irrevocable undertaking to be obtained from Oras Invest Oy remaining in force. AkzoNobel would reserve the right, at its sole discretion, to waive any of the conditions for completion of the potential offer.

Shareholders are advised that there is no certainty that the binding proposal will eventually lead to a final agreement between AkzoNobel and Tikkurila or the making of an offer to Tikkurila shareholders. The terms of the offer, if announced, may differ from the terms set out in the binding proposal and this announcement.

The current combination agreement entered into by Tikkurila includes procedures allowing the offeror to negotiate should the Board of Directors of Tikkurila contemplate effecting a change of its recommendation.

At the date of this announcement, AkzoNobel does not hold any shares of Tikkurila.

Advisors

AkzoNobel is being advised by HSBC and J.P. Morgan as financial advisers and De Brauw Blackstone Westbroek and Roschier, Attorneys Ltd. as legal advisers.

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.

THIS RELEASE IS NOT A TENDER OFFER ANNOUNCEMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER, BUT MERELY ANNOUNCES AN INTENTION TO POTENTIALLY MAKE A TENDER OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF A TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. IF A TENDER OFFER IS ANNOUNCED, INVESTORS SHALL ACCEPT SUCH TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. THE POTENTIAL TENDER OFFER WILL NOT BE MADE, AND THE SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE THAT WILL BE UNDERTAKEN IN FINLAND.