media release

Akzo Nobel shareholders approve dividend

Press Release Akzo Nobel N.V. shareholders have approved the 2003 dividend proposal from the company's Board of Management.

Akzo Nobel will pay a dividend of EUR 1.20 (2002: EUR 1.20) per common share for the year 2003. Of this dividend, EUR 0.30 per share was already paid as an interim dividend last November.

The final dividend will thus be EUR 0.90 per share. This results in a dividend payment of EUR 343 million, a payout ratio of 42% (2002: 38%) relative to net income excluding nonrecurring items. This final dividend will be made payable from May 10, 2004. The Akzo Nobel shares will be traded ex-final dividend on Euronext Amsterdam on April 26, 2004.

Changes in the Supervisory Board

At today’s meeting, shareholders approved the proposal to decrease membership of the Supervisory Board from eleven to ten. The proposal to appoint Dolf van den Brink (56) to the Supervisory Board for a four-year term, effective May 1, 2004, was also approved. Mr. van den Brink is professor Financial Institutions at the University of Amsterdam and a former member of the Managing Board of ABN AMRO Bank.

Aarnout Loudon and Virginia Bottomley were both reappointed to serve on the Supervisory Board. Mr. Loudon for a two-year period and Mrs. Bottomley for a four-year period.

Frits Fentener van Vlissingen (70), who has served on the Board since 1984, resigned having reached the age limit. For 11 years he was Deputy Chairman and for two interim years Chairman. In addition, he was a member of the Audit Committee and of the Remuneration and Nomination Committee. During the meeting, the Chairman of the Supervisory Board, Aarnout A. Loudon, expressed the Company’s deep appreciation to Mr. Fentener van Vlissingen for his dedication to Akzo Nobel.

Changes in the Board of Management

The shareholders at today’s meeting appointed Rob Frohn (44), General Manager of Akzo Nobel’s Surface Chemistry business until January 1, 2004, for a four-year term as successor to Fritz Fröhlich as CFO. Mr. Fröhlich will retire as Deputy Chairman and CFO as of May 1, 2004.

Leif Darner (51), General Manager of the Marine & Protective Coatings business unit, was appointed for a four-year term as successor to Dag Strömqvist. Mr. Strömqvist will retire from the Board of Management effective July 1, 2004.

During the meeting Mr. Loudon expressed the Company’s great indebtedness to both gentlemen for their excellent services to the Company.

Corporate Governance

In the Company’s 2003 Annual Report, considerable attention is paid to Corporate Governance. Possible deviations from the recommendations by the Tabaksblat Committee are also mentioned. These aspects were discussed during today’s General Meeting of Shareholders. The Board of Management and the Supervisory Board will take these discussions into account when a final position on the Company’s corporate governance is taken, which will subsequently be laid down in the 2004 Annual Report.

Long-term incentive plans

The long-term incentive plans for the Board of Management, consisting of a performance stock option plan and performance shares, were approved. Both plans are linked to quantifiable and challenging targets in line with the Tabaksblat code.

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