As previously disclosed, on November 18, 2025, Axalta Coating Systems Ltd., an exempted company incorporated under the laws of Bermuda ("Axalta" or the "Company"), entered into a Merger Agreement (the "Original Merger Agreement") with Akzo Nobel N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands ("AkzoNobel" and, after giving effect to the Merger, "MergeCo"), pursuant to which, among other things, AkzoNobel will incorporate an exempted company under the laws of Bermuda as a wholly owned subsidiary ("AkzoNobel Sub"), which will be merged with and into the Company (the "Merger"), with the Company continuing as the surviving company of the Merger (the "Surviving Company").

On May 27, 2026, the Company entered into Amendment No. 1 to the Merger Agreement (the "Amendment", and the Original Merger Agreement, as amended by the Amendment, the "Merger Agreement") with AkzoNobel, which amends the Original Merger Agreement to, among other things, (i) provide for the incorporation of a second wholly owned subsidiary of AkzoNobel organized as an exempted company under the laws of Bermuda ("AkzoNobel Sub 2"), which will be the direct parent of AkzoNobel Sub (together with AkzoNobel Sub 2, the "Merger Subs"), (ii) provide for a second merger (the "Second Merger") pursuant to which, immediately following the Merger and certain related contributions, the Surviving Company will be merged with and into AkzoNobel Sub 2, with AkzoNobel Sub 2 continuing as the surviving company of the Second Merger (the "Second Surviving Company") and as a direct wholly owned subsidiary of AkzoNobel and (iii) provide that any of the independent directors to be jointly nominated by Axalta and AkzoNobel will, to the extent designated by Axalta and AkzoNobel after the date of the first publication of AkzoNobel's or Axalta's EGM materials, either (a) be appointed as a temporary replacement director effective as of closing until his or her appointment as a director at a general meeting of MergeCo's shareholders following closing to serve as a director until the first annual general meeting of MergeCo's shareholders held after the third anniversary of closing or (b) be nominated for appointment as members of the MergeCo Board in any subsequent general meeting of AkzoNobel prior to the Effective Time. The provisions described in clauses (i) and (ii) above are being implemented to optimize tax integration of Axalta and AkzoNobel, but they do not change the tax consequences of the transaction for Axalta shareholders.

Except to the extent expressly modified by the Amendment, the provisions of the Original Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 18, 2025, remain unmodified and in full force and effect. The foregoing description of the Amendment is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, which is attached as Exhibit 2.1 to this report and incorporated by reference herein. The Amendment and the above description have been included to provide investors and security holders with information regarding the terms of the Amendment. They are not intended to provide any other factual information about the Company, AkzoNobel or their respective subsidiaries or affiliates or equityholders.