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Akzo Nobel N.V. M&A Activity 2008

Jan 2, 2008

3806_iss_2008-01-02_be4e79b3-7335-47bc-9183-cb4f0ce7bff3.pdf

M&A Activity

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Akzo Nobel completes ICI acquisition

Amsterdam, the Netherlands, January 2, 2008 — The boards of Akzo Nobel N.V. ("Akzo Nobel") and Imperial Chemical Industries PLC ("ICI") are pleased to announce that the Scheme of Arrangement has now become effective in accordance with its terms.

It is intended that the listing of ICI Shares on the Official List will be cancelled and that ICI Shares will cease to be admitted to trading on the London Stock Exchange from 8:00 a.m. (London time) on 3 January 2008. ICI Shares were suspended from listing and dealings on the London Stock Exchange at 5:00 p.m. (London time) on 19 December 2007.

Under the terms of the Scheme, ICI shareholders are entitled to receive 670 pence for each ICI Share held at the Scheme Record Time (6:00 p.m. (London time) on 19 December 2007) and, to the extent that they are entitled to receive Loan Notes under the Loan Note Alternative, £1.00 of Loan Notes for each £1.00 of cash consideration to which they would otherwise be entitled under the Scheme. Holders of ICI Shares will also receive a second ordinary interim dividend of 5 pence per ICI Share held at the Scheme Record Time, in relation to the period from 1 July 2007 to 31 December 2007.

Settlement of the cash consideration in respect of ICI Shares and the issue of certificates in respect of the Loan Notes under the Loan Note Alternative will be effected within 14 days of today in accordance with the terms of the Scheme.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Scheme Document dated 1 October 2007.


Note to editors

Akzo Nobel is one of the world's leading industrial companies. We are the biggest global coatings manufacturer and the number one in decorative paints and performance coatings, as well as being a major worldwide supplier of specialty chemicals. We employ around 60,000 people in more than 80 countries and are committed to developing innovative products and cuttingedge technologies, with a heavy emphasis on sustainability. We have the scale and expertise to deliver whatever our customers require, wherever and whenever they need it.

Based in the Netherlands, Akzo Nobel is a Fortune Global 500 company and is listed on the Euronext Amsterdam stock exchange. We are the Chemicals industry leader on the Dow Jones Sustainability Indexes, as well as being included on the FTSE4Good Index. Pro forma combined revenues for 2006 totaled EUR 15 billion. The financial results for the fourth quarter and full year will be published on 6 March 2008 (preliminary date). Internet: www.akzonobel.com

Not for publication – for more information

Akzo Nobel nv Corporate Media Relations, tel. +31 20 502 7833 Contact: Tim van der Zanden

Akzo Nobel nv Strawinskylaan 2555 P.O. Box 75730 1070 AS Amsterdam The Netherlands Tel +31 20 502 78 33 Fax +31 20 502 76 04

Safe Harbor Statement

This announcement contains statements which address such key issues as Akzo Nobel's growth strategy, future financial results, market positions, product development, products in the pipeline, and product approvals. Such statements should be carefully considered, and it should be understood that many factors could cause forecasted and actual results to differ from these statements. These factors include, but are not limited to, price fluctuations, currency fluctuations, developments in raw material and personnel costs, pensions, physical and environmental risks, legal issues, and legislative, fiscal, and other regulatory measures. Stated competitive positions are based on management estimates supported by information provided by specialized external agencies. For a more comprehensive discussion of the risk factors affecting our business please see our latest Annual Report, a copy of which can be found on the company's corporate website www.akzonobel.com.

This announcement does not constitute an offer or invitation to sell, purchase or subscribe for any securities, or the solicitation of an offer to buy or subscribe for securities, in any jurisdiction (including the United States, the Netherlands and the United Kingdom). The acquisition of ICI referred to in this announcement relates to the shares of a UK company and has been effected by means of a scheme of arrangement under English company law (the "Scheme"). The Scheme Document dated 1 October 2007 contains the full terms and conditions of the Transaction. The transaction effected by means of the Scheme is not subject to the tender offer rules under the US Securities and Exchange Act of 1934 (the "Exchange Act"). Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the Exchange Act.

Any loan note which may be issued in connection with the Scheme has not been, and will not be, listed on any stock exchange and has not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the applicable securities laws of any state, district, territory or other jurisdiction of the United States, Canada, Australia, Japan, New Zealand or the Netherlands. No prospectus in relation to the loan notes has been, or will be, lodged with or registered by the Australian Securities and Investments Commission, the Japanese Ministry of Finance, the Companies Office in New Zealand or the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten), and no steps have been, or will be, taken to enable the loan notes to be offered in compliance with the applicable securities laws of any state, district, territory or other jurisdiction of the United States, Canada, Australia, Japan, New Zealand or the Netherlands, and no regulatory clearances in respect of the loan notes have been, or will be, applied for in any other jurisdiction. Accordingly, the loan notes have not been and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from the United States, Canada, Australia, Japan, New Zealand, the Netherlands or any other jurisdiction in which an offer of loan notes would constitute a violation of relevant laws or require registration of the loan notes or to, or for the account or benefit of, any person in these jurisdictions.

Morgan Stanley is acting exclusively for Akzo Nobel in connection with the Transaction and no one else and will not be responsible to anyone other than Akzo Nobel for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Transaction or any other transaction, arrangement or matter referred to in this announcement.

Merrill Lynch is acting exclusively for ICI in connection with the Transaction and no one else and will not be responsible to anyone other than ICI for providing the protections afforded to clients of Merrill Lynch or for providing advice in relation to the Transaction or any other transaction, arrangement or matter referred to in this announcement.

UBS is acting exclusively for ICI in connection with the Transaction and no one else and will not be responsible to anyone other than ICI for providing the protections afforded to clients of UBS or for providing advice in relation to the Transaction or any other transaction, arrangement or matter referred to in this announcement.

The availability of the Transaction to persons who are not resident in the UK, the US or the Netherlands may be affected by the laws of the relevant jurisdictions. Persons who are not so resident should inform themselves about, and observe, any applicable requirements. Further details in relation to overseas shareholders are contained in the Scheme Document.

The release, publication or distribution of this announcement in jurisdictions other than the UK, the US or the Netherlands may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK, the US or the Netherlands should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

Any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement, the Scheme Document and/or any other related document to any jurisdiction outside the UK, the US and the Netherlands should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.