Axalta supplements proxy for AkzoNobel merger; shareholder lawsuits filed

Axalta Coating Systems Ltd.

Axalta voluntarily supplements definitive proxy statement to address two shareholder lawsuits and demand letters alleging incomplete disclosures.
Second Amendment to Merger Agreement (July 23, 2026) modifies governance: board voting thresholds reduced from 75% to two-thirds for certain actions.
Initial MergeCo board terms: Axalta and AkzoNobel directors serve three-year terms; Deputy-CEO replaced by CFO after six months.
Axalta engaged Incentrum as financial advisor for $12.5M fee ($2.5M payable upon announcement, remainder contingent on closing).
Special Meeting of Axalta shareholders scheduled for August 5, 2026 to vote on merger; Board continues to recommend FOR.

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