Fillable Printable Agenda for the Annual General Meeting

Agenda for the Annual General Meeting

Agenda for the Annual General Meeting of Shareholders of Akzo Nobel N.V. (the

“Company”) to be held at the Hilton Hotel, Apollolaan 138, Amsterdam, the

Netherlands, on Wednesday, April 22, 2015 starting at 2:00 p.m. (CET)

1. Opening

2. Report of the Board of Management for the financial year 2014

3. Financial Statements, result and dividend

(a) Discussion on the implementation of the remuneration policy

(b) Adoption of the 2014 Financial Statements of the Company (voting point)

(d) Profit allocation and adoption of the dividend proposal (voting point)

4. Discharge

(a) Discharge from liability of members of the Board of Management in office in

2014 for the performance of their duties in 2014 (voting point)

(b) Discharge from liability of members of the Supervisory Board in office in 2014 for

the performance of their duties in 2014 (voting point)

5. Supervisory Board

(a) Appointment of Mr. D. Sluimers (voting point)

(b) Reappointment of Mrs. P. Bruzelius (voting point)

6. Authorization for the Board of Management

(a) to issue shares (voting point)

(b) to restrict or exclude the pre-emptive rights of shareholders (voting point)

7. Authorization for the Board of Management to acquire common shares in the share

capital of the Company on behalf of the Company (voting point)

8. Any other business and closing

Notes to the agenda

Re item 2

The Board of Management will give a presentation on the performance of the Company in

2014.

Re item 3a

In accordance with article 2:135 subsection 5a of the Dutch Civil Code, the implementation of

the remuneration policy in 2014, as outlined in the Company’s 2014 Financial Statements, will

be discussed.

Re item 3b

It is proposed to adopt the Company’s 2014 Financial Statements.

Re item 3c

The Board of Management will give an explanation of the Company's policy on additions to

reserves and on dividends as outlined in the Company’s 2014 Annual Report.

Re item 3d

It is proposed to adopt the total dividend for the fiscal year 2014 at EUR 1.45 per common

share. In November 2014 an interim dividend of EUR 0.33 was paid and, following adoption,

the final dividend of EUR 1.12 will be paid on May 19, 2015. Under the conditions to be

published by the Company and at the shareholder’s election this dividend will be paid either in

cash (default) or in stock.

Re item 4a

It is proposed to discharge the members of the Board of Management in office in 2014 from

liability in relation to the exercise of their duties in the fiscal year 2014.

Re item 4b

It is proposed to discharge the members of the Supervisory Board in office in 2014 from

liability in relation to the exercise of their duties in the fiscal year 2014.

Re item 5a

Nominated by the Supervisory Board for appointment to the Supervisory Board for a four-year

term in accordance with the Articles of Association as of May 1, 2015: Mr. D. Sluimers.

Re item 5b

Nominated by the Supervisory Board for reappointment to the Supervisory Board for a four-

year term in accordance with the Articles of Association as of May 1, 2015: Mrs. P. Bruzelius.

Re item 6

This proposal concerns the extension of the authorization of the Board of Management as per

April 22, 2015 for a period of 18 months or until the date on which the Annual General Meeting

of Shareholders again extends the authorization, if earlier:

(a) to issue - and grant subscription rights to - shares up to a maximum of 10% and, in the

event of a merger or an acquisition, to increase this authorization with a maximum of

10%, of the total number of shares outstanding on April 22, 2015, at the Board of

Management's discretion to be issued as common shares and/or preferred shares;

(b) to restrict or exclude the pre-emptive rights allowed to shareholders by virtue of the law

in respect of the issue of shares or the granting of subscription rights in conformity with

(a), but only regarding shares issued pursuant to a decision of the Board of

Management.

Proposals of the Board of Management to issue – and grant subscription rights to – shares

and to restrict or exclude pre-emptive rights are subject to the approval of the Supervisory

Board.

Re item 7

This proposal concerns the extension of the authorization of the Board of Management from

April 22, 2015 for a period of 18 months or until the date on which the Annual General Meeting

of Shareholders again extends the authorization, if earlier, to acquire common shares in the

Company's share capital at any time during this period. The purpose of this proposal is to have

flexibility with respect to the repurchase of shares in the Company for among others the return

of cash to shareholders or execution of the Company’s share and option plans for employees

of the Company and its group companies.

The number of common shares to be acquired is limited to the maximum number of shares in

the Company's share capital – as permitted within the limits of the law and the Articles of

Association – that the Company may at any time hold in its own share capital. The maximum

number of shares that the Company will hold in its own share capital at any one time shall not

exceed 10% of its issued share capital. A resolution of the Board of Management to acquire

shares in the Company’s share capital is subject to the approval of the Supervisory Board.

Common shares may be acquired through the stock market or otherwise, at a price between

par value and the market price of the share (as quoted on NYSE Euronext Amsterdam on the

day of the acquisition by or on behalf of the Company) provided that such market price shall

not exceed the opening stock price on the day of the acquisition by or on behalf of the

Company plus 10%.