Bond AkzoNobel 0% ( XS1715353105 ) in EUR

AkzoNobel

100 % ▼

Netherlands

XS1715353105 ( in EUR )

08/11/2019 - Bond has expired

Prospectus brochure of the bond Akzo Nobel XS1715353105 in EUR 0%, expired

100 000 EUR

500 000 000 EUR

Akzo Nobel is a global paints and coatings company, producing decorative paints, performance coatings, and specialty chemicals.

The Bond issued by AkzoNobel ( Netherlands ) , in EUR, with the ISIN code XS1715353105, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 08/11/2019

Base Prospectus dated 17 March 2021
AKZO NOBEL N.V.
(incorporated in the Netherlands as a public company with limited liability having its corporate seat in Amsterdam)
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme described in this Prospectus (the "Programme"), Akzo Nobel N.V. ("AkzoNobel" or the "Issuer") subject to
compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes").
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority for the approval of this
Prospectus as a base prospectus for the purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") and the Luxembourg Law dated 16 July
2019 relating to prospectuses for securities, as amended (the "Prospectus Law"). The CSSF has only approved the Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the quality of the
Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in such Notes. Such application does not extend
to money market instruments (as defined in the Prospectus Regulation) having a maturity of less than one year. As such, no money market instruments having a maturity
at issue of less than 12 months will be offered to the public or admitted to trading on a regulated market under this Prospectus. By approving this Prospectus, the CSSF
does not give any undertaking as to the economic or financial soundness of the operation or the quality or solvency of the Issuer in line with the provisions of article 6(4)
of the Luxembourg law.
Application has also been made to the Luxembourg Stock Exchange for the Notes issued under the Programme to be admitted to the official list of the Luxembourg
Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. References in this Prospectus to Notes being
"listed" (and all related references) shall mean that such Notes have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange's
regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and
of the Council on markets in financial instruments (as amended, "MiFID II"). However, unlisted Notes may be issued pursuant to the Programme. The relevant Final
Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on the Luxembourg Stock
Exchange's regulated market (or any other stock exchange).
Each Series (as defined in "General Description of the Programme Method of Issue") of Notes in bearer form will be represented on issue by a temporary global note
in bearer form (each a "temporary Global Note") or a permanent global note in bearer form (each a "permanent Global Note" and, together with a temporary Global
Note, the "Global Notes"). If the Global Notes are stated in the applicable Final Terms (as defined in "General Description of the Programme Method of Issue") to be
issued in new global note ("NGN") form, the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche (as defined in "General
Description of the Programme Method of Issue") to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking S.A. ("Clearstream, Luxembourg"). Notes in registered form will be represented by registered certificates (each a "Certificate"), one Certificate being issued
in respect of each Noteholder's entire holding of Registered Notes of one Series. Registered Notes (as defined in "General Description of the Programme Form of
Notes") issued in global form will be represented by registered global certificates ("Global Certificates"). If a Global Certificate is held under the New Safekeeping
Structure (the "NSS") the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and
Clearstream, Luxembourg.
Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Global Certificates which are not held under the NSS will be deposited on the
issue date of the relevant Tranche with (i) in the case of a Series of Notes intended to be cleared through Euroclear and/or Clearstream, Luxembourg, a common
depositary on behalf of Euroclear and Clearstream, Luxembourg or (ii) in the case of a Series of Notes intended to be cleared through the Central Moneymarkets Unit
Service, operated by the Hong Kong Monetary Authority (the "CMU", and such Notes, "CMU Notes")), with a sub-custodian for the CMU.
The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in "Overview of Provisions relating to the
Notes while in Global Form".
As at the date of this Prospectus, AkzoNobel has a long term senior unsecured debt rating of "BBB+" by S&P Global Ratings Europe Limited ("S&P") and "Baa1" by
Moody's Deutschland GmbH ("Moody's"). The Programme has been rated "BBB+" by S&P and "Baa1" by Moody's. Moody's and S&P are established in the
European Union (the "EU") and are registered under Regulation (EC) No 1060/2009 on credit rating agencies as amended (as amended, the "CRA Regulation"). Further
information relating to the registration of rating agencies under the CRA Regulation can be found on the website of the European Securities and Markets Authority.
Notes issued pursuant to the Programme may be rated or unrated. Where an issue of Notes is rated, its rating will be specified in the relevant Final Terms and may not
necessarily be the same as the rating of the Programme. Whether or not a rating in relation to any Notes will be treated as having been issued by a credit rating agency
established in the EU and registered under the CRA Regulation will be disclosed in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold Notes
and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. A suspension, reduction or withdrawal of the rating assigned to
any Notes may adversely affect the market price of the Notes.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.

Arranger for the Programme
NATWEST MARKETS
Dealers
BBVA
BOFA SECURITIES
BARCLAYS
BNP PARIBAS
CITIGROUP
CREDIT SUISSE
DEUTSCHE BANK
HSBC
ING
J.P. MORGAN
MIZUHO SECURITIES
NATWEST MARKETS
SANTANDER CORPORATE & INVESTMENT
SEB
BANKING
SOCIÉTÉ GÉNÉRALE
STANDARD CHARTERED BANK AG
CORPORATE & INVESTMENT BANKING
ii

In this Prospectus, references to the "Issuer" are to AkzoNobel and references to "Group" are to AkzoNobel and its
subsidiaries and affiliates taken as a whole and references in this Prospectus to the "Issuer" and the "Group" shall be
construed accordingly.
This Prospectus comprises a base prospectus for the purposes of article 8(1) of the Prospectus Regulation in respect of
the Issuer and for the purpose of giving information with regard to the Issuer, the Group and the Notes which,
according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer.
MiFID II product governance / target market The Final Terms in respect of any Notes may include a legend
entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and
which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance
Rules.
UK MiFIR product governance / target market  The Final Terms in respect of any Notes may include a legend
entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes and
which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to the UK Financial Conduct Authority (the "FCA") Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
UK MIFIR Product Governance Rules.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes includes a legend entitled
"Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of:
(A)
a retail client as defined in point (11) of Article 4(1) of MiFID II;
(B)
a customer within the meaning of Directive 2016/97/EU (as amended, the "IDD"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(C)
not a qualified investor as defined in the Prospectus Regulation.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has
iii

been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any Notes includes a legend entitled
"Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these
purposes, a retail investor means a person who is one (or more) of:
(A)
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565, as amended, as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or
(B)
a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA")
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, as amended, where
that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014, as amended, as it forms part of domestic law by virtue of the EUWA; or
(C)
not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law
by virtue of the EUWA.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic
law by virtue of the EUWA (as amended, the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
The Issuer (the "Responsible Person") accepts responsibility for the information contained in this Prospectus. To the
best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of
such information.
Singapore Securities and Futures Act Product Classification Solely for the purposes of its obligations pursuant to
sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), the
Issuer has determined, and hereby notifies all relevant persons (as defined in Regulation 3(b) of the Securities and
Futures (Capital Markets Products) Regulations 2018 (the "SF (CMP) Regulations")) that the Notes are "prescribed
capital markets products" (as defined in the SF (CMP) Regulations).
Canadian Notice to Investors  The Notes may be sold only to purchasers purchasing, or deemed to be purchasing,
as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Prospectus (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by
the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult
with a legal advisor. Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a
non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the
Dealers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of
interest in connection with this offering.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see
"Documents Incorporated by Reference").
iv

Other than in relation to the documents which are deemed to be incorporated herein by reference (see "Documents
Incorporated by Reference" below), the information on websites to which this Prospectus refers does not form part of
this Prospectus and has not been scrutinised or approved by the CSSF.
No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of the
Dealers or the Arranger or the Trustee (as defined in "General Description of the Programme"). Neither the
delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon
which this Prospectus has been most recently amended or supplemented or that there has been no adverse
change in the financial position of the Issuer since the date hereof or the date upon which this Prospectus has
been most recently amended or supplemented or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
This Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date and
shall expire on 17 March 2022, at the latest, in relation to Notes which are to be admitted to trading on a
regulated market in the EEA and/or offered to the public in the EEA other than in circumstances where an
exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation. The obligation to
supplement this Prospectus in the event of a significant new factor, material mistake or material inaccuracy
does not apply when this Prospectus is no longer valid.
In the case of any Notes which are to be admitted to trading (i) on a regulated market within the EEA or
offered to the public in a Member State of the EEA in circumstances which require the publication of a
prospectus under the Prospectus Regulation, the minimum specified denomination shall be 100,000 (or its
equivalent in any other currency as at the date of issue of the Notes) or (ii) on a regulated market or a specific
segment of a regulated market to which only qualified investors (as defined in the Prospectus Regulation as it
forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation")) have access within the
UK or offered to the public in the UK in circumstances which require the publication of a prospectus under the
UK Prospectus Regulation pursuant to an exemption under section 86 of the FSMA, the minimum specified
denomination shall be 100,000 (or its equivalent in any other currency as at the date of issue of the Notes).
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Dealers
and the Arranger to inform themselves about and to observe any such restriction. The Notes have not been and
will not be registered under the United States Securities Act of 1933, as amended, (the "Securities Act") and
include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes
may not be offered, sold or delivered within the United States of America or to U.S. persons. For a description
of certain restrictions on offers and sales of Notes and on distribution of this Prospectus, see "Subscription and
Sale".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers to
subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger or the Trustee (as defined in
"General Description of the Programme") accept any responsibility for the contents of this Prospectus or for any
other statement, made or purported to be made by the Arranger or a Dealer or on its behalf in connection with
the Issuer, or the issue and offering of the Notes or any responsibility for any act or omission of the Issuer or
any other person (other than the relevant Dealer) in connection with the issue and offering of any Notes. The
Arranger and each Dealer accordingly disclaims all and any liability whether arising in tort or contract or
otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such
v

statement. Neither this Prospectus nor any other financial statements are intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the
Arranger or the Dealers that any recipient of this Prospectus or any other financial statements should purchase
the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information
contained in this Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Dealers or the Arranger or the Trustee undertakes to review the financial condition or
affairs of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or
the Arranger.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or any person acting on behalf of any Stabilising Manager(s)) in the
applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price
of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not
necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure
of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it
must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days
after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must
be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s))
in accordance with all applicable laws and regulations.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to (i) "" and "euro" are to
the currency introduced at the start of the third stage of European economic and monetary union as defined in Article 2
of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro; (ii) "U.S.$" and "U.S. dollars"
are to the lawful currency of the United States of America, its territories and possessions, any state of the United States
of America and the District of Columbia (the "U.S." and the "United States"); (iii) "CNY", "RMB" and "Renminbi"
are to the lawful currency of the People's Republic of China (the "PRC"); (iv) "£" and "pounds sterling" are to the
lawful currency of the United Kingdom of Great Britain and Northern Ireland (the "UK"); and (iv) "HK$" and "Hong
Kong dollar" are to the currency of the Hong Kong Special Administrative Region of the PRC.
Amounts payable under the Notes may be calculated by reference to the Euro Interbank Offered Rate ("EURIBOR")
which is provided by the European Money Markets Institute ("EMMI"), the Euro Overnight Index Average
("EONIA") which is provided by the EMMI, the London Interbank Offered Rate ("LIBOR") which is provided by
ICE Benchmark Administration Limited ("ICE"), or any other benchmark, in each case as specified in the applicable
Final Terms. As at the date of this Prospectus, the administrator of EURIBOR, EMMI, is included in the register of
administrators and benchmarks (the "ESMA Benchmarks Register") established and maintained by the European
Securities and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark Regulation (Regulation (EU)
2016/1011) (as amended, the "EU BMR") but not the register of administrators and benchmarks (the "UK
Benchmarks Register") established and maintained by the FCA pursuant to Article 36 of the EU BMR as it forms
part of domestic law by virtue of the EUWA (the "UK BMR"). The administrator of LIBOR, ICE, is included in the
UK Benchmarks Register, but not the ESMA Benchmarks Register. As far as the Issuer is aware, the transitional
provisions in Article 51 of the EU BMR apply, such that ICE is not currently required to obtain authorisation or
registration (or, if located outside the EU, recognition, endorsement or equivalence). As far as the Issuer is aware, the
transitional provisions in Article 51 of the UK BMR apply, such that EMMI is not currently required to obtain
authorisation or registration (or, if located outside the UK, recognition, endorsement or equivalence).
If a benchmark (other than EURIBOR, EONIA or LIBOR) is specified in the applicable Final Terms, the applicable
Final Terms will indicate whether or not the benchmark is provided by an administrator included in the ESMA
Benchmarks Register and/or the UK Benchmarks Register.
vi

The registration status of any administrator under the EU BMR and/or the UK BMR is a matter of public record and,
save where required by applicable law and/or regulation, the Issuer does not intend to update the Prospectus or any
applicable Final Terms to reflect any change in the registration status of the administrator.
The Issuer complies with the European Securities and Markets Authority Guidelines on Alternative Performance
Measures (the "ESMA Guidelines") published on 5 October 2015 by the European Securities and Markets Authority
and which came into force on 3 July 2016. Certain alternative performance measures ("APMs") are included or
referred to in this Prospectus. APMs are not defined by IFRS, which exclude the so-called identified items. Identified
items are special charges and benefits, results on acquisitions and divestments, major restructuring and impairment
charges, and charges and benefits related to major legal, environmental and tax cases. These APMs should not be
viewed in isolation as alternatives to the equivalent IFRS measures and should be used as supplementary information
in conjunction with the most directly comparable IFRS measures. APMs do not have a standardized meaning under
IFRS and therefore may not be comparable to similar measures presented by other companies. Where a non-financial
measure is used to calculate an operational or statistical ratio, this is also considered an APM.
AkzoNobel uses APM adjustments to the IFRS measures to provide supplementary information on reporting on the
underlying developments of the business. These APM adjustments may affect the IFRS measures operating income,
net profit and earnings per share. A reconciliation of the APMs to the most directly comparable IFRS measures can be
found in the tables for adjusted operating income and adjusted earnings from continuing operations at page 84 and 85
of the Issuer's annual report for the year ended 31 December 2019 and at pages and of the Issuer's annual
report for the year ended 31 December 2020, both incorporated by reference herein.
Suitability of investment - Each potential investor in Notes must determine the suitability of that investment in light
of its own circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits
and risks of investing in the relevant Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the relevant Notes and the impact such investment will have on its
overall financial portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency;
(d)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Notes can be relatively complex financial instruments. Sophisticated institutional investors generally do not purchase
these sorts of financial instruments as stand-alone investments. They purchase them as a way to reduce risk or enhance
yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should
not invest in Notes unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how such
Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact this
investment will have on the potential investor's overall investment portfolio.
vii

TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................................... 1
RISK FACTORS .............................................................................................................................................................. 8
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................. 24
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................... 26
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .................................. 59
USE OF PROCEEDS ..................................................................................................................................................... 66
BUSINESS DESCRIPTION OF AKZONOBEL ........................................................................................................... 67
DESCRIPTION OF THE BUSINESS OF THE GROUP .............................................................................................. 73
TAXATION ................................................................................................................................................................... 76
PRC CURRENCY CONTROLS .................................................................................................................................... 83
SUBSCRIPTION AND SALE ....................................................................................................................................... 87
FORM OF FINAL TERMS ............................................................................................................................................ 94
GENERAL INFORMATION ....................................................................................................................................... 110
viii

GENERAL DESCRIPTION OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this Prospectus. Akzo Nobel N.V. and any relevant Dealer may agree that Notes shall be issued in a form
other than that contemplated in the Conditions, in which event, in the case of listed Notes only, a new Prospectus or a
supplement to the Prospectus, will be published.
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of Commission
Delegated Regulation (EU) No 2019/980, as amended.
Issuer:
Akzo Nobel N.V.
Issuer Legal Entity Identifier (LEI):
724500XYIJUGXAA5QD70
Description:
Euro Medium Term Note Programme
Arranger:
NatWest Markets N.V.
Dealers:
Banco Bilbao Vizcaya Argentaria, S.A.
Banco Santander, S.A.
Barclays Bank Ireland PLC
BNP Paribas
BofA Securities Europe SA
Citigroup Global Markets Europe AG
Credit Suisse Securities Sociedad de Valores S.A.
Deutsche Bank Aktiengesellschaft
HSBC Continental Europe
ING Bank N.V.
J.P. Morgan AG
Mizuho Securities Europe GmbH
NatWest Markets N.V.
Skandinaviska Enskilda Banken AB (publ)
Société Générale
Standard Chartered Bank AG
The Issuer may from time to time terminate the
appointment of any dealer under the Programme or
appoint additional dealers either in respect of one or more
Tranches or in respect of the whole Programme in
accordance with the Dealer Agreement. References in this
Prospectus to "Permanent Dealers" are to the persons
listed above as Dealers and to such additional persons
that are appointed as dealers in respect of the whole
Programme (and whose appointment has not been
terminated) and references to "Dealers" are to all
Permanent Dealers and all persons appointed as a dealer
1

in respect of one or more Tranches.
Trustee:
The Law Debenture Trust Corporation p.l.c.
Issuing and Paying Agent, Registrar, Transfer Agent Citibank, N.A., London Branch
and Calculation Agent:
CMU Lodging Agent:
Citicorp International Limited
Distribution:
Notes may be distributed by way of private or public
placement and in each case on a syndicated or non-
syndicated basis.
Method of Issue:
The Notes will be issued on a syndicated or non-
syndicated basis. The Notes will be issued in series (each
a "Series") having one or more issue dates and on terms
otherwise identical (or identical other than in respect of
the first payment of interest), the Notes of each Series
being intended to be interchangeable with all other Notes
of that Series. Each Series may be issued in tranches
(each a "Tranche") on the same or different issue dates.
The specific terms of each Tranche (which will be
completed, where necessary, with the relevant Conditions
and, save in respect of the issue date, issue price, first
payment of interest and nominal amount of the Tranche,
will be identical to the terms of other Tranches of the
same Series) will be completed in the final terms (the
"Final Terms").
Issue Price:
Notes may be issued at their nominal amount or at a
discount or premium to their nominal amount.
Form of Notes:
The Notes may be issued in bearer form ("Bearer
Notes") or in registered form ("Registered Notes") only.
Each Tranche of Bearer Notes will be represented on
issue by a temporary Global Note if (i) definitive Notes
are to be made available to Noteholders following the
expiry of 40 days after their issue date or (ii) such Notes
have an initial maturity of more than one year and are
being issued in compliance with the D Rules (as defined
in "Selling Restrictions" below), otherwise such Tranche
will be represented by a permanent Global Note.
Registered Notes will be represented by Certificates, one
Certificate being issued in respect of each Noteholder's
entire holding of Registered Notes of one Series.
Certificates representing Registered Notes that are
registered in the name of a nominee for one or more
clearing systems are referred to as "Global Certificates".
Clearing Systems:
Clearstream, Luxembourg, Euroclear, CMU and, in
relation to any Tranche, such other clearing system as
may be agreed between the Issuer, the Issuing and Paying
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