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1 Acquisitions of Akzo Nobel's Decorative Paints Business in Southeast Asia ~ Expanding Our Decorative Paints Platform Across Southeast Asia ~ October 5, 2026
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2 2 1. Executive Summary ▶ On October 3, Nippon Paint Group signed definitive agreements to acquire Akzo Nobel's decorative paints business in Southeast Asia for USD 1.35 billion (c. JPY 216 billion*1). ▶ Nippon Paint Group has shown superior track record of growth in the region with robust distribution networks, strong brand recognition, and reliable supply systems through the NIPSEA Group. These transactions will further reinforce the Group’s presence across Southeast Asia, particularly Vietnam, Indonesia, Malaysia, and Thailand. ▶ These acquisitions will add the well established Dulux brand ― which is already owned by DuluxGroup in ANZ ― into Southeast Asia, further enhancing its product portfolio. By offering a comprehensive lineup that includes Dulux and Maxilite and Aquatech, together with its existing brands, the Group will cover products across a broad range of customers and enhance its ability to meet customer needs across the region. ▶ These acquisitions are not Asset Assembly acquisition but "bolt-on" acquisitions, expected to generate significant synergies with existing businesses through close collaboration across procurement, manufacturing, logistics, and sales functions. ▶ The acquired businesses are expected to be EPS*2 accretive from Year 1, with ROIC exceeding our WACC by Year 3. The acquisitions will be fully financed through debt, with no plans for equity financing. *1 JPY amounts are calculated using an exchange rate of USD/JPY = 160.0 *2 Reflects PPA-related depreciation and amortization (under review, including a one-off inventory step-up charge in Year 1) and interest costs on acquisition financing. Excludes deal-related transaction expenses
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3 3 2. Overview of the Acquisitions Financial Impact ▶ Expected to be EPS *3 accretive from Year 1, with ROIC > WACC by Year 3 ▶ Pro forma leverage at the end of fiscal year 2026 is expected to be c.2.8x ▶ Annual run-rate synergies*4 expected at minimum HSD(high single-digit)% to sales ▶ Acquisition Price across all contemplated transactions is: USD 1.35 billion (EV/EBITDA: c.16x) *1 ▶ Financing: Funded through bank borrowings and cash on hand, with no equity financing planned ▶ Schedule: Closings are expected to take place in late 2026 (Indonesia) and mid-2027 (All other countries, following regulatory approvals and completion of carve-out procedures)*2 Considerations and Schedules ▶ Akzo Nobel’s decorative paints business in Vietnam, Malaysia, Thailand, Australia, Papua New Guinea and Singapore (including the Dulux brand in the region) ▶ Acquisition of 100% of Akzo Nobel’s decorative paints joint venture in Indonesia, which is a separate transaction and is distinct from the other Share Acquisitions and Business Transfers ◼ Businesses including three production sites and one R&D center (Malaysia) ▶ 2026 projections: Revenue in excess of USD c.330 million, EBITDA margin of c.26% Overview of transactions *1 Based on 2026E EBITDA *2 The process of separating the target business from Akzo Nobel in preparation for its sale or transfer. *3 Reflects PPA-related depreciation and amortization (under review, including a one-off inventory step-up charge in Year 1) and interest costs on acquisition financing. Excludes deal-related transaction expenses *4 Annualized estimate of synergies expected at this time
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4 4 Decorative Paints Business in Southeast Asia 3. Strategic Significance of the Acquisitions Highly strategic acquisitions in decorative paints, one of our core businesses 1 Expanding the Group’s customer reach across regions and channels through “bolt-on” in the rapidly growing Southeast Asian market Supporting future growth through additional manufacturing and R&D capabilities Expanding coverage in both retail (small and large stores) and project. Driving cross-selling through dealer network and strong project acquisition capabilities. Strengthening customer touchpoints with color services 2 The Dulux brand is expected to play an increasingly important role as the market grows and consumer preferences shift toward premium products Offering products across a broad range of customer preferences. Supporting long-term value creation through an enhanced product mix and brand positioning 3 High visibility on unlocking of synergies across our network in Southeast Asia 4
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5 5 4. Profile of the Acquisitions ▶ Regions: 7 countries (Indonesia, Malaysia, Singapore, Thailand, Vietnam, Australia, Papua New Guinea) ▶ Locations: 3 production sites, R&D center (Malaysia) Region ▶ Retail: In-store sales through small and large outlets ▶ Projects: Direct sales and project support for developers and contractors ▶ Both channels: Integrated retail and project approach, driving cross-selling Distribution Channel Performance Trends (Total) Overview ▶ Business Overview: Manufacturing and sales of decorative paints in Southeast Asia. ▶ Core Brand: Dulux ▶ Market position: One of the larger decorative paints businesses in Southeast Asia Acquisitions Perimeter: Countries 114 196 0 0 0 255 0 0 0 176 240 166 166 166 0 176 240 (USD million) Revenue EBITDA EBITDA Margin 299 291 c.330 69 65 23% 22% c.26% 20% 22% 24% 26% 28% 0 100 200 300 400 2024 2025 2026E
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6 5. Medium- to Long-Term Growth Strategy Post-Acquisitions Accelerating growth through country-specific and group-wide initiatives Country-Specific Initiatives ▶ Reducing fixed costs by optimizing production site operations and integrating production plans; and eliminating overlapping capital investments and improving capacity utilization ▶ Achieving economies of scale and cost reduction through procurement synergies of raw materials Production & Procurement ▶ Offering products across a broad range of customer needs and preferences, with differentiated brand positioning ▶ Improving product mix with high value-added products ▶ Broadening customer base and accelerating new product launches by selling alongside existing brands Brands & Products ▶ Expanding coverage in both retail (small and large stores) and in project segments ▶ Driving cross-selling and new customer acquisition by combining dealer network with project acquisition capabilities Channels ▶ Expanding store and dealer networks, especially in Indonesia and Vietnam Accelerating new store openings and new retailer development in major cities Improving product availability and customer choice at existing stores Shortening lead times with supply systems near customer locations Reducing supply costs and improving operational efficiency through local production and procurement synergies Gradual expansion to neighboring countries after establishing foundations in Indonesia and Vietnam ▶ Delivering value through a balanced product portfolio and operational improvements ▶ Ensuring business continuity during integration via migration service contracts, and maintaining key locations and personnel to avoid customer impact
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7 SG&A Integration of overlapping functions, increased efficiency in indirect/common functions 4 Sales (Cross-Selling) Expanding the portfolio across a broad range of customer needs 3 Production & Logistics Optimized site operations and logistics network restructuring 2 6. Synergy and Integration Strategy Main Sources of Synergy Annual run-rate synergies expected at minimum HSD(high single-digit)% to sales Procurement & Raw Materials Improved unit prices through joint procurement and supplier consolidation 1
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8 NIPSEA Except China 29% NIPSEA China 25% AOC 20% DuluxGroup 16% Japan 8% NIPSEA China c.22% AOC c.21% DuluxGroup c.17% Japan c.7% NIPSEA Except China + Akzo Nobel’s Southeast Asia c.31% 2025 Earnings Results 2026 Earnings Forecast + Akzo Nobel Proforma Combined 7. Post-Acquisitions Adjusted Operating Profit Breakdown Broadening the company's regional footprint, resulting in a more balanced and diversified portfolio Adjusted Operating Profit*1 Americas 2% Americas c.2% *1 Excluding one-off or non-recurring items; subsidies, etc. are included
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9 8. Financials EPS accretive from Year 1; ROIC expected to exceed WACC by Year 3 Key Points ▶ EPS*1 accretive from Year 1 ▶ ROIC projected to surpass WACC by Year 3 ▶ Acquisitions fully funded by debt (bank borrowings and cash on hand) ▶ No equity financing planned ▶ Leverage maintained at levels that preserve credit rating and financial soundness 3.4x 3.4x 2.2x 1.9x 2.9x 0.5x 1.0x 1.5x 2.0x 2.5x 3.0x 3.5x 4.0x 2021 2022 2023 2024 2025 2026E c.2.3x Leverage Level Net Debt/EBITDA without the acquisitions Net Debt/EBITDA pro forma the acquisitions*3 Results Forecast c.2.8x *2 *2 *1 Reflects PPA-related depreciation and amortization (under review, including a one-off inventory step-up charge in Year 1) and interest costs on acquisition financing. Excludes deal-related transaction expenses *2 Excluding transient items *3 Net Debt / EBITDA of c.2.8x is calculated based on pro forma net debt and EBITDA, derived by simply adding Akzo Nobel’s Southeast Asian business’s net debt and EBITDA to NPHD’s FY2026E standalone net debt and EBITDA. Performance Outlook Financing Financial Discipline 1 2 3
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10 27.9 30.5 30.3 34.6 45.4 57.6 60.4 86.0 95.7 28.3 22.9 28.5 29.0 33.8 50.4 53.6 76.7 81.5 -10 10 30 50 70 90 110 2018 2019 2020 2021 2022 2023 2024 2025 2026E … 9. Adjusted EPS Compounding Consistent track record of EPS compounding through M&A and organic growth (JPY) 2018-2025 CAGR Adjusted EPS: +17.4% Unadjusted EPS: +15.3% *1 Japan Group, automotive (Asia, Americas, Europe), overseas marine, Dunn-Edwards, NIPSEA business (51% ownership) *2 Excluding the impact of the acquisitions Alina (2024) DGL (Europe) - Cromology (2022) - JUB (2022) - NPT (2023) European auto NPI/BNPA (2024) Betek Boya (2019) DGL Pacific (2019) - DuluxGroup (2019) PT Nipsea (2021) Vital Technical (2021) NIPSEA business 49% additional acquisition (2021) Existing Business (as of 2018) *1 AOC (2025) Unadjusted EPS Adjusted EPS: Total number of shares issued (after stock split): 1,627,012,215 shares Total number of shares issued: 2,370,512,215 shares Historical adjusted EPS compounding *2 *2
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11 The forward-looking statements in this document are based on information available at the time of preparation and involve inherent risks and uncertainties. Accordingly, the actual results and performance of Nippon Paint Holdings Co., Ltd. and the Nippon Paint Holdings Group may differ significantly from the forward-looking statements. Please be advised that Nippon Paint Holdings Co., Ltd. and information providers shall not be responsible for any damage suffered by any person relying on any information of statements contained herein. NIPPON PAINT HOLDINGS CO., LTD. Investor Relations Email: ir_kouhou@nipponpaint.jp *DuluxGroup Limited owns the Dulux trade mark in Australia, New Zealand, Papua New Guinea, Samoa and Fiji only, and the Cabot’s trade mark in Australia, New Zealand, Papua New Guinea and Fiji only. DuluxGroup is not associated with, and has no connection to, the owners of the Dulux and Cabot’s trade marks in any other countries, nor does it sell Dulux and Cabot’s products in any other countries. 11