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1 February 10, 2026 Axalta Coating Systems Q4 and Full Year 2025 Financial Results
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2 Forward-Looking Statements This presentation and the oral remarks made in connection herewith may contain certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 regarding Axalta and its subsidiaries including, but not li mited to, our outlook and/or guidance, which includes net sales, net sales growth, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Diluted EPS, Free Ca sh Flow, depreciation and amortization ("D&A"), tax rate, as adjusted, diluted shares outstanding, interest expense and capital expenditures, statements regarding the 2024 Transformation Initiative, statements regarding our previously -announced three-year 2024-2026 strategy (the “2026 A Plan”), including the targets thereunder (which are subject to the assumptions set forth in the Strategy Day 2024 Pres entation available in the Investor Relations section of our website), statements regarding the proposed merger of equals with AkzoNobel (the “Proposed Merger”) (including our ability to consummate the Proposed Merger and realize the anticipated benefits thereof, including value creation, cost synergies, EPS accretion, improved liquidity, revenue synergies, adjusted EBITDA margins, cash flow generation, the combined company being l isted on the New York Stock Exchange and credit rating improvement), and assumptions relating to our expected business performan ce in 2026, including Leading Indicator of Remodeling Activity Estimates for 2026, S&P estimates of global auto production for 2026, and ACT Class 8 build estimates for 2026, as well as the amount of Adjusted EBITDA and Adjusted EBITDA margin that we may be able to generate in a “normalized market”. Axalta has identified some of these forward-looking statements with words such as “plan,” “planned,” “proposed,” “belie ve,” “expect,” “expected,” “will,” “guide,” “guidance,” "forecast, "estimates," “may,” “strategy,” “should,” “target,” “poten tial,” “objective,” “priority,” “priorities,” “future,” “commitment,” “opportunity,” “opportunities,” “initiative,” “positions,” “designed,” “catalysts,” “planning,” “more likely,” “assuming,” “could,” “projection,” and “assumptions,” and the negative of these words or other comparable or similar t erminology. All of these statements are based on management’s expectations as well as estimates and assumptions prepared by management that, although they believe to be reasonable, are inherently uncertain. These statements involve risks and uncertainties, including, but not limited to, econom ic, competitive, governmental, including tariffs and related actions imposed by the U.S. Government and any retaliatory actions, and technolog ical factors outside of Axalta’s control, as well as risks related to the Proposed Merger with AkzoNobel (including our ability to consummate the Proposed Merger and realize the anticipated benefits thereof), execution of, and the assumptions underlying, our tariff mitigation str ategies, the 2024 Transformation Initiative and the 2026 A Plan, that may cause its business, industry, strategy, financing acti vities or actual results to differ materially. More information on potential factors that could affect Axalta’s financial results is available in “Forward -Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” withi n Axalta’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10 -Q, Axalta’s Annual Report on Form 10-K to be filed with the SEC on or around February 13, 2026 (the “2025 Form 10-K”) and in other documents that we have filed with, or furnished to, the U.S. Securities a nd Exchange Commission (“SEC”). Axalta undertakes no obligation to update or revise any of the forward -looking statements contained herein, whether as a result of new information, future events or otherwise. All fourth quarter and full year 2025 financial information in this earnings presentation is preliminary, based on our estima tes and subject to completion of our financial closing procedures. Final results for the full year, which will be reported in our 2025 Form 10 -K, may vary from the information in this earnings presentation and the oral remarks made in connection therewith. In particular, until our financial statements are issued in our 2025 Form 10-K, we may be required to recognize certain subsequent events (such as i n connection with contingencies or the realization of assets) which could affect our final results. Non-GAAP Financial Measures This presentation and the oral remarks made in connection herewith contain financial information that is not presented in acc ordance with generally accepted accounting principles in the United States (“GAAP”), including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Diluted EPS, Adjusted Net Income, Free Cash Flow, total net leverage ratio (or “net leverage ratio”), total gross leverage ratio, ROI C, tax rate, as adjusted and Adjusted EBIT. Management uses Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Diluted EPS, Adjus ted Net Income, ROIC, tax rate, as adjusted, and Adjusted EBIT in the analysis of our financial and operating performance because they assist in th e evaluation of underlying trends in our business. Management uses Free Cash Flow, total net leverage ratio and total gross leve rage ratio in the analysis of (1) our liquidity, (2) our ability to incur and service our debt and (3) strategic capital allocation decisions. Adjusted EBITDA, Adjusted Diluted EPS, adjusted net income and Adjusted EBIT consist of EBITDA, Diluted EPS, net income attributable to common s hareholders and EBIT, respectively, adjusted for (i) certain non-cash items included within net income, (ii) certain items Axalta does not believe are indicative of ongoing operat ing performance or (iii) certain nonrecurring, unusual or infrequent items that have not otherwise occurred within the last t wo years or we believe are not reasonably likely to recur within the next two years. Free cash flow consists of cash provided by (used fo r) operating activities less purchase of property, plant and equipment plus interest proceeds on swaps designated as net investm ent hedges. Total net leverage ratio consists of net debt divided by Adjusted EBITDA, with net debt defined as total debt less cash and cash equivalents. To tal gross leverage ratio consists of total debt divided by Adjusted EBITDA. ROIC consists of Adjusted EBIT, after tax rate, as ad justed, divided by average invested capital, with average invested capital defined as the average of total debt plus shareholders’ equity minus cash and cash equivalents at the beginning of the period and at the closing of the period. We believe that making the foregoing adjustme nts provides investors meaningful information to understand our operating results and ability to analyze financial and business trends on a period -to-period basis. The non-GAAP financial measures used by Axalta may differ from similarly titled measures reported by other companies. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Diluted EPS, Adjusted Net Income, Free Cash Flow, total net leverage ratio, total gross leverage ratio, ROIC , tax rate, as adjusted and Adjusted EBIT should not be considered as alternatives to net sales, net income (loss), income (loss ) from operations or any other financial measures derived in accordance with GAAP. These non-GAAP financial measures have important limitations as analytical t ools and should be considered in conjunction with, and not as substitutes for, our results as reported under GAAP. This prese ntation includes a reconciliation of certain non-GAAP financial measures with the most directly comparable financial measures calculated in accordance with GAAP. Axalta does not provide a reconciliation for Adjusted EBITDA, Adjusted Diluted EPS, Adjusted Diluted EPS growth, ROIC, tax rate, as adjusted, Free Cash Flow, Adjusted EBITDA margin, total net leverage ratio or ROIC on a forward -looking basis because the information necessary to calculate a meaningful or accurate estimation of reconciling items is not available without unreasonable e ffort. For example, such reconciling items include the impact of foreign currency exchange gains or losses, gains or losses that are unusual or nonrec urring in nature, as well as discrete taxable events. These items are uncertain, depend on various factors and may have a substa ntial and unpredictable impact on our GAAP results. Non-GAAP Reporting Changes Beginning with the results for the fourth quarter and full year 2024, we made changes to our presentation of the non -GAAP financial measures of Adjusted EBIT and Adjusted Net Income (which are also leveraged in the calculations of ROIC and Adjusted Dilu ted EPS, respectively). Prior periods presented herein have been adjusted to conform to current period presentation. More detail on these changes can be found in the Current Report on Form 8-K we furnished to the SEC on January 21, 2025, which is available on the investor relatio ns portion of our website at https://ir.axalta.com. Nothing on our website shall be deemed to be incorporated by reference into this presentation. Constant Currency Constant currency or ex-FX net sales and percentages are calculated by excluding the impact of the change in average exchange ra tes between the current and comparable period by currency denomination exposure of the comparable period amount. Organic Net Sales Organic net sales and related growth and decline measures are calculated by excluding ( i) the impact of the change in average exchange rates between the current and comparable period by currency denomination expos ure of the comparable period amount and (ii) net sales of CoverFlexx. We believe presenting organic net sales and related growth and decline measures assists investors with evaluating our sales performance without the impact of foreign exchange rates and recent acquisitions and divestitures of size, and management also routinely evaluates our sales in this manner. Segment Financial Measures The primary measure of segment operating performance is Adjusted EBITDA, which is a key metric that is used by management to evaluate business performance in comparison to budgets, forecasts and prior year financial results, and that management believes reflects Axalta’s core operating performance. As we do not measure segment operating performance based on net income, a reconciliation of this non -GAAP financial measure with the most directly comparable financial measure calculated in accordance with GAAP is not available. Defined Terms All capitalized terms contained but not otherwise defined within this presentation have been previously defined in our filing s with the SEC. Rounding Certain amounts may not foot or crossfoot due to rounding. Additionally, certain percentages may not recalculate due to round ing. Legal Notices
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3 20.0% 21.5% 22.1% 21.0% 21.4% 22.4% 22.8% 21.5% Q1 24 Q2 24 Q3 24 Q4 24 Q1 25 Q2 25 Q3 25 Q4 25 $1.3B Net Sales $272M Adjusted EBITDA Seven Consecutive Quarters at or above A Plan Target Quarterly Business Achievements ▪ Net sales growth YoY in three out of four regions; macro headwinds in North America ▪ Adjusted EBITDA margin of 21.5% ▪ +50 basis points YoY ▪ Record fourth quarter net sales and Adjusted EBITDA in Mobility Coatings ▪ Record quarter for free cash flow ▪ Announced merger of equals with AkzoNobel Adjusted EBITDA Margins(1) (1) The green checkmark above indicates a period when Adjusted EBITDA margins were at or above the 2026 A Plan target of 21% Solid Margin Performance and Record Cash Flow in Q4 $272M Adjusted EBITDA 21.5% Adjusted EBITDA Margin $1,262M Net Sales
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4 Net Sales Adjusted Diluted EPS Free Cash Flow ($ in millions) +39% ($ per share) +56% ($ in millions) +186% Adjusted EBITDA and Adjusted EBITDA Margin ($ in millions) +5% Record Earnings Performance Consistent Execution Driving Significant Improvement in Financial Performance $4,884 $5,117 FY 22 FY 25 $1.60 $2.49 FY 22 FY 25 $163 $466 FY 22 FY 25 $811 $1,128 FY 22 FY 25 22.0% 16.6% Indicates a full year record
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5 Operational Excellence Highlights(1) Business Highlights(2) >$300M Cumulative variable cost savings ’23-’25 2,800+ Net body shop gains in Refinish business >$150M Improvement in operating expenses, lower 6% YoY(3) 94% OTIF(2) 10% improvement in on time and in full delivery since ‘23 $196M(2) Capital expenditures up $56M YoY >$100M Savings from Transformation Initiative and other costs actions 5 Site closures since ’23 driving network optimization ~40% Reduction in safety incidents YoY in 2025 (Industry-Leading 0.18 TRIR) $25M Growth in adjacencies in Refinish business $60M Net new business wins in Mobility business ~30% Net sales growth in Brazil Mobility business 11% Volume growth in China Mobility business 5% Net sales growth in APAC Industrial business 22% EBITDA Margin 2025 Highlights Accelerating Performance (1) Represent gross amounts compared to 2023 Actuals on a constant currency basis, except as otherwise noted (2) 2025 actual results (compared to prior year actual as applicable) (3) Constant currency basis and inclusive of the savings from the 2024 Transformation Initiative and other cost actions Building Top Line Momentum
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6 Underlying Performance Driving Exceptional Earnings Power MSD = mid-single digit (1) Change in current 2026 industry volume expectations versus the expectations underlying the 2026 A Plan at the time of announcement in May 2024. Refinish and Industrial based on management estimates; Light Vehicle from S&P Global; Commercial Vehicle from ACT Class 8 Production (2) Illustrative earnings potential assuming improving macro conditions improve and there is ~$350M more in Net Sales above our 2026 guidance at the midpoint Macro Indices vs 2026 A Plan(1) Adjusted EBITDA and Adjusted EBITDA Margins (MSD)% Collision Claim activity (MSD)% Economic activity in North America and Europe (1)% Global auto production ~(30)% Class 8 builds Industrial Refinish LV CV Accretive wins and Operational Excellence delivering stronger margin performance $1,155 $1,200 ~$1,300 2026 Guide 2026 A Plan With normalized markets >21%~22% >22% (2)
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7 Net Sales Variance ($ in millions, except per share data) Q4 2025 Q4 2024 Change Net Sales $1,262 $1,311 (4)% Net Income $60 $137 (56)% Adjusted EBITDA $272 $275 (1)% % Margin 21.5% 21.0% 50 bps Diluted EPS $0.28 $0.63 (56)% Adjusted Diluted EPS $0.59 $0.60 (2)% Operating Cash Flow $344 $234 47% Free Cash Flow $290 $177 64% Financial Results ▪ Net sales decrease year over year was driven by volume declines primarily in North America partially mitigated by foreign currency tailwinds and favorable price-mix in Mobility Coatings ▪ Adjusted EBITDA decreased $3 million primarily due to lower volumes partially offset by lower operating expenses ▪ Record fourth quarter operating cash flow was $344 million ▪ Free Cash Flow increased 64% YoY Fourth Quarter Consolidated Results ($ in millions) (7.1)% (0.4)% 3.8% (3.7)%
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8 ▪ Refinish net sales declined in the fourth quarter due to volume pressure in North America. Lower claims activity and customer order patterns drove declines in net sales impacting volume and price-mix, which was partially mitigated by favorable foreign currency and favorable price-mix in Europe ▪ Industrial net sales declined year over year due to volume pressure in North America partially offset by favorable foreign cu rrency impacts ▪ Adjusted EBITDA declined due to lower net sales partially offset by a reduction in operating expenses and favorable foreign c urrency translation ($ in millions) Q4 2025 Q4 2024 % Change Refinish $509 $545 (7)% Industrial $282 $298 (5)% Net Sales $791 $843 (6)% Adjusted EBITDA $180 $198 (9)% % margin 22.8% 23.5% (70) bps Fourth Quarter 2025 Performance Coatings Results Financial Results DD = double digit HSD = high-single digit Net Sales Variance ($ in millions) (7.9)% (2.3)% 3.9% (6.2)% Organic Net Sales Refinish: (DD)% Industrial: (HSD)%
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9 ($ in millions) Q4 2025 Q4 2024 % Change Light Vehicle $372 $369 1% Commercial Vehicle $99 $99 —% Net Sales $471 $468 1% Adjusted EBITDA $92 $77 20% % margin 19.4% 16.4% 310 bps (5.8)% 3.0% 3.5% 0.7% Fourth Quarter 2025 Mobility Coatings Results Financial Results ▪ Light Vehicle net sales increased 1% year over year due to positive price mix and favorable foreign currency impacts which of fset volume declines in North America ▪ Commercial Vehicle net sales were flat year over year led by favorable foreign currency trends and positive price -mix, which mitigated the impact from lower Class 8 truck production on a year-over-year basis ▪ Adjusted EBITDA increased 20% year over year due to strong contributions from price-mix and lower operating expenses. Adjusted EBITDA margin was 19.4%, an increase of 310 basis points compared to last year LSD = low-single digit Net Sales Variance ($ in millions) Organic Net Sales LV: (LSD)% CV: (LSD)%
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10 ($ in millions, except per share data) FY 2025 FY 2024 Change Net Sales $5,117 $5,276 (3)% Net Income $379 $391 (3)% Adjusted EBITDA $1,128 $1,116 1% % Margin 22.0% 21.2% 80 bps Diluted EPS $1.74 $1.78 (2)% Adjusted Diluted EPS $2.49 $2.35 6% Operating Cash Flow $649 $576 13% Free Cash Flow $466 $451 3% Full Year Consolidated Results Financial Results Net Sales Variance ($ in millions) ▪ Net sales declined 3% versus last year primarily driven by lower volumes in North America in both Performance and Mobility Coatings ▪ Achieved full year records for Adjusted EBITDA and Adjusted Diluted EPS. Adjusted EBITDA margins increased 80 bps to 22.0% on lower sales primarily due to a 6% reduction in operating expenses and lower variable costs ▪ Record operating cash flow of $649 million (4.6)% 1.1% 0.5% (3.0)%—%
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11 3.8x 2.9x 2.5x 2.3x FY 22 FY 23 FY 24 FY 25 ▪ Reduced Interest expense by $29M YoY ▪ Capital expenditures of $196M, an increase of $56M YoY ▪ Gross debt reduction of $230M in 2025 ▪ Executed $165M in share repurchases ▪ Record cash flow from operating activities of $649M ▪ ROIC of 14.0% >$1.35B cumulative FCF since 2023Lowest in company history Improving Balance Sheet and Growing Free Cash Flow Full Year Highlights Free Cash Flow ($ in millions) Total Net Leverage Ratio $447 $451 $466 FY 23 FY 24 FY 25
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12 2026 Guidance MSD = mid-single digit LSD = low-single digit Axalta does not provide a reconciliation for non-GAAP estimates for Adjusted EBITDA, Adjusted Diluted EPS or Free Cash Flow on a forward-looking basis because the information necessary to calculate a meaningful or accurate estimation of reconciling items is not available without unreasonable effort. See “Non-GAAP Financial Measures” for more information. Macro Indices Underlying 2026 Guide 2026 Financial Metrics Industrial Refinish LV CV Adjusted EBITDA (change YoY / in millions) Q1 2026 FY 2026 $240 - $250 $1,140 - $1,170 Free Cash Flow (in millions) FY 2026 >$500 Net Sales (change YoY) Q1 2026 FY 2026 (MSD)% LSD% Adjusted Diluted EPS ($ per share) Q1 2026 FY 2026 ~$0.50 $2.55 - $2.70 92M S&P 2026E Global Auto Production H1 (1)% | H2 +1% 246K 2026E ACT USMCA Class 8 H1 (23)% | H2 +28% -5% 5% 15% 25% Q1-22 Q2-22 Q3-22 Q4-22 Q1-23 Q2-23 Q3-23 Q4-23 Q1-24 Q2-24 Q3-24 Q4-24 Q1-25 Q2-25 Q3-25 Q4-25 Q1-26 Q2-26 Q3-26 Q4-26 LIRA and interest rates expected to be favorable in 2026 LIRA Estimates (US Leading indicator of Remodeling Activity) 0% 5% 10% 15% 20% 25% Feb-22 Apr-22 Jun-22 Aug-22 Oct-22 Dec-22 Feb-23 Apr-23 Jun-23 Aug-23 Oct-23 Dec-23 Feb-24 Apr-24 Jun-24 Aug-24 Oct-24 Dec-24 Feb-25 Apr-25 Jun-25 Aug-25 -20% -10% 0% 10% 20% 30% 40% Feb-22 Apr-22 Jun-22 Aug-22 Oct-22 Dec-22 Feb-23 Apr-23 Jun-23 Aug-23 Oct-23 Dec-23 Feb-24 Apr-24 Jun-24 Aug-24 Oct-24 Dec-24 Feb-25 Apr-25 Jun-25 Aug-25 Auto Insurance Premiums (US Monthly YoY CPI Change) Used Car Prices (US Manheim Used Vehicle Index YoY)
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13 Global Leader in Coatings Shareholder Value Creation Highly achievable expected cost synergies of approximately $600M underpin significant EPS accretion for Axalta shareholders Cutting-Edge R&D and innovation platform support growth and customer value anticipated to drive 100 - 200 bps of revenue synergies Combined company to have the right team and governance with planned NYSE- only listing and enhanced liquidity Enhanced Financial Profile with potential for strong EBITDA margins and robust cash flow generation supporting capital allocation priorities and re-rate potential Sales by End Market(1) 1 2 3 4 Top-tier portfolio with leading positions across seven key end-markets and ~100 globally recognized brands 10% Marine & Protective 18% Industrial 27% Decorative 12% Powder 2% Aerospace 13% Mobility 18% Refinish $17B COMBINED NET SALES (2024) (1) Industrial Coatings segment includes Wood Finishes, Coil and Extrusion Coatings, Packaging Coatings, Wood Adhesives, Specialty Plastics for AkzoNobel. Industrial Coatings segment includes Building Products, Energy Solutions, Coil Coatings, Liquid Coatings, E-Coat for Axalta. Axalta + AkzoNobel: A Compelling Value Creation Opportunity
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14 Appendix
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15 General Restrictions This communication is not for release, publication, or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication, or distribution would be unlawful. This communication is not a prospectus and the information in this communication is not intended to be complete. This communication is for informational purposes only and is not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities, or an invitation or recommendation to subscribe for, acquire or buy securities of AkzoNobel or Axalta or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any decision to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities must be made only on the basis of the information contained in and incorporated by reference into the prospectus with respect to the shares to be allotted by AkzoNobel in the Proposed Transaction once published. A prospectus in relation to the Proposed Transaction described in this communication is expected to be published in due course. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, AkzoNobel and Axalta disclaim any responsibility or liability for the violation of any such restrictions by any person. Neither AkzoNobel, nor Axalta, nor any of their advisors assume any responsibility for any violation by any person of any of these restrictions. Shareholders of AkzoNobel and Axalta, respectively, with any doubt as to their position should consult an appropriate professional advisor without delay. This communication is addressed to and directed only at, persons who are outside the United Kingdom or, in the United Kingdom, at persons who are: (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) persons falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise lawfully be communicated pursuant to the Order (all such persons together being referred to as, “Relevant Persons”). This communication is directed only at Relevant Persons. Other persons should not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with such persons. Solicitations resulting from this communication will only be responded to if the person concerned is a Relevant Person. Additional Information and Where to Find It In connection with the Proposed Transaction between AkzoNobel and Axalta, AkzoNobel will file with the SEC a registration statement on Form F-4, which will include a proxy statement of Axalta that also constitutes a prospectus with respect to the shares to be offered by AkzoNobel in the Proposed Transaction. The definitive proxy statement/prospectus will be sent to the shareholders of Axalta. Each of AkzoNobel and Axalta will also file other relevant documents in connection with the Proposed Transaction. This communication is not a substitute for any registration statement, proxy statement/prospectus or other documents AkzoNobel and/or Axalta may file with the SEC or any other competent regulator in connection with the Proposed Transaction. This communication does not contain all the information that should be considered concerning the Proposed Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF AKZONOBEL AND AXALTA ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATIONABOUT AKZONOBEL, AXALTA, THE PROPOSED TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other relevant documents filed by AkzoNobel and Axalta with the SEC, when filed, will be available free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC from Axalta’s investor relations webpage at https://ir.axalta.com/sec-filings/all-sec-filings or from AkzoNobel’s investor relations webpage at https://www.akzonobel.com/en/investors. The contents of this communication should not be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice. Participants in the Solicitation This communication is not a solicitation of proxies in connection with the Proposed Transaction. However, under SEC rules, AkzoNobel, Axalta and certain of their respective directors and executive officers and other members of their respective management and employees may be deemed to be participants in the solicitation of proxies in connection with the Proposed Transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the Proposed Transaction, including a description of their direct or indirect interests in the Proposed Transaction, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials when it is filed with the SEC. Information regarding the directors and executive officers of Axalta is contained in Axalta’s proxy statement for its 2025 annual meeting of stockholders, filed with the SEC April 22, 2025, its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 13, 2025, subsequent statemen ts of beneficial ownership on file with the SEC, including the Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 or Annual Statements of Beneficial Ownership on Form 5 filed with the SEC on: 2/19/2025, 2/19/25, 2/19/2025, 2/19/25, 2/19/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3 /6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 8/5/2025, 8/18/2025, 8/21/2025, 9/23/2025 and 9/23/2025, and other filings made from time to time with the SEC. Information about AkzoN obel’s supervisory board members and members of the board of management is set forth in AkzoNobel’s latest annual report, as filed with the AFM, the Dutch trader register and on its website at https://www.akzonobel.com/en/investors/results-center, and as updated from time to time via filings made by AkzoNobel with the AFM. Additional information regarding the interests of persons who may, under the rules of the SEC, be deemed participants in the solicitation of Axalta security holders in connection with the Proposed Transaction, which may, in some cases, be different than those of Axalta’s shareholders generally, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Solicitation Notices
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16 (in millions, except %’s) Projection D&A $300 Tax Rate, As Adjusted ~24% Diluted Shares Outstanding ~215 Interest Expense $150 - $160 Capex $180 - $200 Axalta does not provide a reconciliation for non-GAAP estimates for tax rate, as adjusted, on a forward-looking basis because the information necessary to calculate a meaningful or accurate estimation of reconciling items is not available without unreasonable effort. See “Non-GAAP Financial Measures” for more information. Full Year Modeling Assumptions
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17 ($ in millions) FY 2025 FY 2024 FY 2022 Q4 2025 Q4 2024 Net income $ 379 $ 391 $ 192 $ 60 $ 137 Interest expense, net 176 205 140 42 47 Provision for income taxes 167 105 65 59 2 Depreciation and amortization 295 280 303 77 73 EBITDA $ 1,017 $ 981 $ 700 $ 238 $ 259 A Debt extinguishment and refinancing-related costs 2 5 15 2 2 B Termination benefits and other employee-related costs 23 67 25 1 — C Merger and acquisition-related costs 32 11 2 21 3 D Site closure costs 6 1 2 — — E Foreign exchange remeasurement loss 15 11 15 4 3 F Long-term employee benefit plan adjustments 12 9 — 3 1 G Stock-based compensation 25 28 22 6 7 H Gains on sales of assets (6) — (2) (1) — I Commercial agreement restructuring impacts — — 25 — — J Environmental charges 2 4 — — — K Other adjustments — (1) 7 (2) — Total adjustments $ 111 $ 135 $ 111 $ 34 $ 16 Adjusted EBITDA $ 1,128 $ 1,116 $ 811 $ 272 $ 275 Segment Adjusted EBITDA: Performance Coatings $ 788 $ 838 $ 700 $ 180 $ 198 Mobility Coatings 340 278 111 92 77 Total $ 1,128 $ 1,116 $ 811 $ 272 $ 275 Adjusted EBITDA Reconciliation
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18 Adjusted EBITDA Reconciliation (cont’d) A Represents expenses and associated changes to estimates related to the prepayment, restructuring, and refinancing of our indebtedness, which are not considered indicative of our ongoing operating performance. B Represents expenses and associated changes to estimates related to employee termination benefits, consulting, legal and other employee-related costs associated with restructuring programs and other employee-related costs. These amounts are not considered indicative of our ongoing operating performance. C Represents merger and acquisition-related expenses, including business combination, negotiation, documentation and integration activity, associated with both consummated and unconsummated transactions, all of which are not considered indicative of our ongoing operating performance. D Represents costs related to the closure of certain manufacturing sites, which we do not consider indicative of our ongoing operating performance. E Represents foreign exchange losses resulting from the remeasurement of assets and liabilities denominated in foreign currencies, net of the impacts of our foreign currency instruments used to hedge our balance sheet exposures. F Represents the non-cash, non-service cost components of long-term employee benefit costs. G Represents non-cash impacts associated with stock-based compensation. H Represents non-recurring income related to the sales of fixed assets. I Represents a forgiveness of a portion of up-front customer incentives with repayment features upon our customer completing a recapitalization and restructuring of its indebtedness and the execution of a new long-term exclusive sales agreement with us. These amounts are not considered to be indicative of our ongoing operating performance. J Represents costs related to certain environmental remediation activities, which are not considered indicative of our ongoing operating performance. K Represents costs for certain non-operational or non-cash (gains) losses, unrelated to our core business and which we do not consider indicative of our ongoing operating performance.
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19 ($ in millions) FY 2025 FY 2024 FY 2022 Q4 2025 Q4 2024 Net income $ 379 $ 391 $ 192 $ 60 $ 137 Less: Net income attributable to noncontrolling interests 1 — — — — Net income attributable to controlling interests 378 391 192 60 137 A Debt extinguishment and refinancing-related costs 2 5 15 2 2 B Termination benefits and other employee-related costs 23 67 25 1 — C Merger and acquisition-related costs 32 11 2 21 3 D Accelerated depreciation and site closure costs 8 5 4 — 1 E Gains on sales of assets (6) — (2) (1) — F Commercial agreement restructuring impacts — — 25 — — G Environmental charges 2 4 — — — H Other adjustments 1 (2) 6 (1) (1) I Amortization of acquired intangibles 98 92 125 25 24 Total adjustments $ 160 $ 182 $ 200 $ 47 $ 29 J Income tax provision impacts (2) 55 36 (21) 35 Adjusted net income $ 540 $ 518 $ 356 $ 128 $ 131 Adjusted diluted net income per share $ 2.49 $ 2.35 $ 1.60 $ 0.59 $ 0.60 Diluted weighted average shares outstanding 217.0 220.4 222.3 214.5 219.3 Adjusted Net Income Reconciliation
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20 A Represents expenses and associated changes to estimates related to the prepayment, restructuring, and refinancing of our indebtedness, which are not considered indicative of our ongoing operating performance. B Represents expenses and associated changes to estimates related to employee termination benefits, consulting, legal and other employee-related costs associated with restructuring programs and other employee-related costs. These amounts are not considered indicative of our ongoing operating performance. C Represents merger and acquisition-related expenses, including business combination, negotiation, documentation and integration activity, associated with both consummated and unconsummated transactions, all of which are not considered indicative of our ongoing operating performance. D Represents incremental depreciation expense resulting from truncated useful lives of the assets impacted by our manufacturing footprint assessments and costs related to the closure of certain manufacturing sites, which we do not consider indicative of our ongoing operating performance. E Represents non-recurring income related to the sales of fixed assets. F Represents a forgiveness of a portion of up-front customer incentives with repayment features upon our customer completing a recapitalization and restructuring of its indebtedness and the execution of a new long-term exclusive sales agreement with us. These amounts are not considered to be indicative of our ongoing operating performance. G Represents costs related to certain environmental remediation activities, which are not considered indicative of our ongoing operating performance. H Represents costs for certain non-operational or non-cash losses (gains), unrelated to our core business and which we do not consider indicative of our ongoing operating performance. I Represents non-cash amortization expense for intangible assets acquired through business combinations or asset acquisitions. J The income tax impacts are determined using the applicable rates in the taxing jurisdictions in which expense or income occurred and includes both current and deferred income tax expense (benefit) based on the nature of the non-GAAP performance measure. Additionally, the income tax impact includes the removal of discrete income tax impacts within our effective tax rate which were expenses of $26 million and benefits of $29 million for the three months ended December 31, 2025 and 2024, respectively, and expenses of $32 million, benefits of $19 million and expenses of $3 million for the years ended December 31, 2025, 2024 and 2022, respectively. The tax adjustments for the years ended December 31, 2025, 2024 and 2022 include the deferred tax benefit ratably amortized into our adjusted income tax rate as the tax attribute related to a January 1, 2020 intra-entity transfer of certain intellectual property rights is realized. Adjusted Net Income Reconciliation (cont’d)
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21 ($ in millions) Q4 2025 Q3 2025 Q2 2025 Q1 2025 FY 2025 Q4 2024 Q3 2024 Q2 2024 Q1 2024 FY 2024 FY 2022 Cash provided by operating activities $ 344 $ 137 $ 142 $ 26 $ 649 $ 234 $ 194 $ 114 $ 34 $ 576 $ 294 Purchase of property, plant and equipment (58) (50) (45) (43) (196) (62) (33) (23) (22) (140) (151) Interest proceeds on swaps designated as net investment hedges 4 2 4 3 13 5 3 4 3 15 20 Free cash flow $ 290 $ 89 $ 101 $ (14) $ 466 $ 177 $ 164 $ 95 $ 15 $ 451 $ 163 Free Cash Flow Reconciliation
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22 Adjusted EBIT Reconciliation FY 2025 FY 2024 Q4 2025 Q4 2024 Income from operations $ 735 $ 706 $ 162 $ 187 Other expense, net 13 5 1 1 Total $ 722 $ 701 $ 161 $ 186 A Debt extinguishment and refinancing-related costs 2 5 2 2 B Termination benefits and other employee-related costs 23 67 1 — C Merger and acquisition-related costs 32 11 21 3 D Accelerated depreciation and site closure costs 8 5 — 1 E Gains on sales of assets (6) — (1) — F Environmental charges 2 4 — — G Other adjustments 1 (2) (1) (1) H Amortization of acquired intangibles 98 92 25 24 Adjusted EBIT $ 882 $ 883 $ 208 $ 215 A Represents expenses and associated changes to estimates related to the prepayment, restructuring, and refinancing of our indebtedness, which are not considered indicative of our ongoing operating performance. B Represents expenses and associated changes to estimates related to employee termination benefits, consulting, legal and other employee-related costs associated with restructuring programs and other employee-related costs. These amounts are not considered indicative of our ongoing operating performance. C Represents merger and acquisition-related expenses, including business combination, negotiation, documentation and integration activity, associated with both consummated and unconsummated transactions, all of which are not considered indicative of our ongoing operating performance. D Represents incremental depreciation expense resulting from truncated useful lives of the assets impacted by our manufacturing footprint assessments and costs related to the closure of certain manufacturing sites, which we do not consider indicative of our ongoing operating performance. E Represents non-recurring income related to the sales of fixed assets. F Represents costs related to certain environmental remediation activities, which are not considered indicative of our ongoing operating performance. G Represents costs for certain non-operational or non-cash losses (gains), unrelated to our core business and which we do not consider indicative of our ongoing operating performance. H Represents non-cash amortization expense for intangible assets acquired through business combinations or asset acquisitions.
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23 ($ in millions) Interest @ 12/31/2025 Maturity Cash and Cash Equivalents $ 657 Debt: Revolver ($800 million capacity) Variable — 2029 First Lien Term Loan (USD) Variable 1,461 2029 Total Senior Secured Debt $ 1,461 Senior Unsecured Notes (USD) Fixed 498 2027 Senior Unsecured Notes (USD) Fixed 696 2029 Senior Unsecured Notes (USD) Fixed 494 2031 Finance Leases 50 Total Debt $ 3,199 Total Net Debt (1) $ 2,542 LTM Adjusted EBITDA 1,128 Total Net Leverage Ratio (2) 2.3x Total Gross Leverage Ratio(3) 2.8x (1) Total Net Debt = Total Debt minus Cash and Cash Equivalents (2) Total Net Leverage Ratio = Total Net Debt / LTM Adjusted EBITDA (3) Total Gross Leverage Ratio = Total Debt / LTM Adjusted EBITDA Capitalization Table
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24 ($ in millions) 2025 2024 Adjusted EBIT 882 883 Adjusted Tax Rate (1) 23.4 % 23.5 % NOPAT (2) 676 675 Total debt, opening balance 3,421 3,504 Axalta’s shareholders’ equity, opening balance 1,912 1,727 Less: Cash and Cash Equivalents, opening balance 593 700 Invested capital, opening balance (3) 4,740 4,531 Total debt, closing balance 3,199 3,421 Axalta’s shareholders’ equity, closing balance 2,346 1,912 Less: Cash and Cash Equivalents, closing balance 657 593 Invested capital, closing balance (3) 4,888 4,740 Average invested capital 4,814 4,636 Return on invested capital (4) 14.0 % 14.6 % (1) The adjusted tax rate is determined using our effective tax rate and adjusting for the applicable rates in the taxing jurisdictions in which expense or income occurred and includes both current and deferred income tax expense (benefit) based on the nature of the non-GAAP performance measure. (2) NOPAT = Adjusted EBIT, after tax (3) Invested capital = Debt + Shareholder Equity – Cash and Cash Equivalents (4) Return on invested capital = NOPAT / Average invested capital Return on Invested Capital
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25 Investor Relations Contact Colleen.Lubic@axalta.com Thank you!