In general, AkzoNobel is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 3c the supervisory board proposes to distribute a final dividend of EUR 1.49 per share for the FY 2019. ECGS notes that the dividend is covered by EPS, but not by FCF. In view of the recent events relating to Covid-19, ECGS is in favour of postponing decisions on the dividend, reductions or suspensions that would allow companies to avoid liquidity risks or not generate risk for their survival. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 6a approval is sought for the Company's remuneration policy. The maximum variable compensation, corresponding to 375% of annual base salary (150% ST and 225% LT), is in excess of ECGS' guidelines. ECGS therefore recommends to vote OPPOSE.

Under ITEM 9 authorisation is sought to repurchase own shares. Although the authority requested would meet its guidelines, ECGS considers that it is currently not the right moment to proceed to a new share buyback programme in view of the recent events relating to Covid-19. Accordingly, ECGS recommends to vote OPPOSE.

Finally, under ITEM 10, authority is sought for a capital reduction by cancellation of part of its holding of treasury shares. In ECGS'view, a reduction of share capital by cancellation of shares is a technical issue that does not negatively impact shareholder interests. As a matter of principle, ECGS will only oppose share cancellations which significantly deplete cash flow provided that a company is not able to pay a dividend. However, whereas ECGS acknowledges that the company is currently well capitalised, it considers that it should wait until next year to cancel its repurchased shares. In case there is a further deterioration of the market, AkzoNobel could decide to re-issue the treasury shares to strengthen its capital base. Therefore, ECGS recommends to OPPOSE.