Axalta Coating Systems Supplements Proxy Disclosure Ahead of AkzoNobel Merger Vote

Updated Merger Documentation and Structural Amendments

Axalta disclosed that the proposed merger transaction structure has been refined through recent amendments and joinder agreements. The original Merger Agreement between Axalta and AkzoNobel, initially dated November 18, 2025, has been amended twice and supplemented by two joinder agreements involving newly designated subsidiaries. Under the current structure, AkzoNobel Sub, also known as Eagles MergeCo Ltd., will merge with and into Axalta, with Axalta continuing as the surviving company. Following this first merger, Axalta will then merge with and into AkzoNobel Sub 2, also known as Eagles Holding Ltd., with AkzoNobel Sub 2 continuing as the surviving company of the second merger.

The filing indicates that both subsidiary entities, Eagles MergeCo Ltd. and Eagles Holding Ltd., are exempted companies incorporated under the laws of Bermuda. Eagles MergeCo Ltd. is described as a direct wholly-owned subsidiary of Eagles Holding Ltd., which is wholly-owned by AkzoNobel. These structural arrangements were formalized through the joinder agreements executed on July 13, 2026, establishing the contractual relationships necessary to implement the two-step merger process. The most recent Amendment No. 2, dated July 23, 2026, involved AkzoNobel, Axalta, and both merger subsidiaries.

Supplemental Disclosure Determinations and Proxy Statement Updates

Axalta has voluntarily determined to provide supplemental disclosures to its definitive proxy statement, which was filed with the Securities and Exchange Commission on June 24, 2026. The company emphasized that these supplemental disclosures should be read in conjunction with the full definitive proxy statement and that the supplemental information updates and supplements the originally filed disclosure document. Where information in the current disclosure differs from or updates information contained in the definitive proxy statement, the information provided in this update supersedes or supplements the earlier disclosures.

The company made clear that the supplemental disclosures do not constitute an admission of legal necessity or materiality of any of the updated disclosures under applicable laws. Furthermore, the company stressed that the supplemental disclosures will not change the consideration to be paid to Axalta shareholders in connection with the proposed merger transactions or the timing of the shareholder vote scheduled for August 5, 2026. All terms used in the supplemental disclosures that are not specifically defined carry the meanings set forth in the definitive proxy statement filed on June 24, 2026.

Revised Terminology and Defined Terms in Updated Proxy Materials

Axalta updated the "Frequently Used Terms" section of its proxy statement to reflect the new merger agreement amendments and joinder agreements. Three new terms were added to the alphabetical listing: "first merger agreement amendment" refers to Amendment No. 1 dated May 27, 2026; "joinder agreements" refers to the two joinder agreements executed on July 13, 2026, involving the company, AkzoNobel, and the respective merger subsidiaries; and "second merger agreement amendment" refers to Amendment No. 2 dated July 23, 2026. These definitions provide clarity on the various amendment layers and structural modifications implemented in connection with the transaction.

Additionally, Axalta clarified the definition of "merger agreement" to specify that it refers to the November 18, 2025 original agreement as amended by both the first and second merger agreement amendments and the joinder agreements. The company also refined definitions of "Merger Sub" and "Merger Sub 2" to incorporate the specific entity names and their relationships within the corporate structure. The updated definition of "Merger Sub" identifies it as Eagles MergeCo Ltd., described as a direct wholly-owned subsidiary of Merger Sub 2, while "Merger Sub 2" is defined as Eagles Holding Ltd., wholly-owned by AkzoNobel. These clarifications ensure shareholders and other stakeholders have precise understanding of the transaction structure reflected in the merger documentation.

Updated Questions and Answers Section in Proxy Materials

In the "Questions and Answers" section of the proxy statement, Axalta updated the response to the question "Why am I receiving this proxy statement/prospectus?" to reflect the current state of merger documentation. The disclosure now refers to the Merger Agreement dated November 18, 2025, as amended by the merger agreement amendments and as it may be further amended from time to time. This language acknowledges that additional amendments may occur before the transaction closes, providing shareholders with flexible acknowledgment of potential further modifications to the merger documentation.

The updated disclosure also references the Bermuda statutory merger agreements to be entered into among Axalta, AkzoNobel, and either Merger Sub or Merger Sub 2, as applicable. Forms of these statutory merger agreements are referenced as being attached to the proxy statement, allowing shareholders to review the specific legal documentation governing the two-step merger process. The proxy materials clarify that copies of the original Merger Agreement and Amendment No. 1 are attached as Annex A and Annex B respectively, with the form of the Bermuda statutory merger agreement attached as Annex C.

Shareholder Meeting Logistics and Voting Procedures

The special meeting of Axalta shareholders is scheduled to be held virtually on August 5, 2026 at 9:00 a.m. Eastern Time. Shareholders will participate in the meeting via the internet at www.proxydocs.com/AXTA, with additional information about attendance procedures detailed in the definitive proxy statement. This virtual format allows shareholders geographically dispersed across multiple time zones to participate in the voting process without requiring physical attendance at a designated location.

Axalta noted that shareholders who have not yet submitted a proxy for use at the special meeting are urged to do so promptly. The company clarified that the current supplemental disclosure does not affect the validity of any proxy card or voting instructions that shareholders may have previously received or delivered. Shareholders who have already delivered a proxy or voting instructions and do not wish to revoke or change those instructions need not take any action. This clarification provides certainty for shareholders who have already committed their votes and do not intend to change course.

Board Recommendation and Voting Guidance to Shareholders

The Axalta Board of Directors continues to unanimously recommend that shareholders vote "FOR" each of the proposals to be voted on at the special meeting, including the proposal to approve and adopt the Merger Agreement as amended. This unwavering unanimous recommendation reflects the board's confidence in the transaction and its terms as modified through the recent amendments and joinder agreements. The board's continued support for the transaction carries significant weight for shareholders evaluating how to vote their shares.

The company emphasized that the board's recommendation applies to all proposals to be voted on at the special meeting as described in the definitive proxy statement. The unanimous nature of the board's recommendation—without any dissenting or abstaining directors—indicates substantial internal consensus regarding the advisability of proceeding with the AkzoNobel merger. For shareholders seeking guidance on voting, the board's consistent position provides a clear signal of management and directorial confidence in the transaction.

Timeline of Merger Documentation and Amendment History

The merger process with AkzoNobel has involved multiple stages of documentation development and refinement. The original Merger Agreement was executed on November 18, 2025, establishing the fundamental framework for the combination of Axalta and AkzoNobel. The first significant amendment, Amendment No. 1, was dated May 27, 2026, representing the first formal modification to the original agreement terms. Subsequently, on July 13, 2026, Axalta and AkzoNobel executed the joinder agreements establishing the involvement of the two merger subsidiaries in the transaction structure.

The most recent modification, Amendment No. 2, was dated July 23, 2026, and involved all four primary parties to the transaction: AkzoNobel, Axalta, Eagles MergeCo Ltd. (Merger Sub), and Eagles Holding Ltd. (Merger Sub 2). This chronology indicates an iterative process of negotiation and refinement spanning approximately nine months from the initial agreement through the final amendment filed ahead of the shareholder vote. The timing of these amendments and joinder agreements, with the final amendment completed just days before the filing of this supplemental disclosure, suggests ongoing diligence and finalization of transaction details in preparation for shareholder consideration.

No Changes to Transaction Consideration or Shareholder Terms

A critical point emphasized throughout Axalta's supplemental disclosure is that the amendments and joinder agreements do not alter the consideration to be paid to Axalta shareholders. This represents an important assurance to shareholders evaluating the transaction, as it confirms that while the structural mechanics of the merger may have been refined, the economic terms of the deal remain constant. Shareholders voting on the merger will receive the same consideration per share as was outlined in the original merger agreement and subsequent proxy materials, regardless of the recent amendments to documentation.

Similarly, the supplemental disclosures do not change the timing of the special meeting or other procedural aspects of the shareholder vote. By maintaining consistency on these fundamental elements while updating structural and documentary details, Axalta has provided shareholders with confirmation that the core transaction terms have not been materially altered by the recent amendments. This allows shareholders to make their voting decisions based on the original economic and strategic rationale for the transaction without concern that the recent amendments represent substantive modifications to the value proposition offered by the AkzoNobel combination.

Prior Registration Statement and Definitive Proxy Materials

In connection with the proposed merger, AkzoNobel filed a registration statement on Form F-4 with the Securities and Exchange Commission on May 28, 2026. This registration statement included a preliminary proxy statement of Axalta, providing initial disclosure to shareholders regarding the proposed transaction. Subsequently, on June 24, 2026, Axalta filed a definitive proxy statement with the SEC, incorporating revisions and final disclosures as supplemented. These proxy materials serve as the primary source documents for shareholders seeking comprehensive information about the transaction, including financial information, risk factors, board recommendations, and voting procedures.

The definitive proxy statement filed on June 24, 2026 represents the most current complete disclosure document prior to the supplemental updates provided in this filing. Shareholders are advised to review the definitive proxy statement in its entirety, as it contains detailed discussions of the transaction background, rationale, risks, financing arrangements, and regulatory considerations. The supplemental disclosures filed on July 29, 2026 should be read in conjunction with this complete proxy statement, with the understanding that the supplemental information updates and refines certain sections while maintaining all other disclosures as previously presented.