Supplement Prospectus


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FIRST SUPPLEMENT DATED 30 OCTOBER 2014 TO THE BASE PROSPECTUS DATED 4 APRIL 2014

AKZO NOBEL N.V. (incorporated in the Netherlands as a public company with limited liability having its corporate seat in Amsterdam) AKZO NOBEL SWEDEN FINANCE AB (PUBL) (incorporated as a public limited liability company in the Kingdom of Sweden (with registration number 556768-4062)) Guaranteed Euro Medium Term Note Programme This prospectus supplement (the "Supplement") to the Base Prospectus dated 4 April 2014 (the "Base Prospectus"), constitutes a prospectus supplement for the purposes of Article 16 of Directive 2003/71/EC (the "Prospectus Directive") and Article 13 of Chapter 1 of Part II of the Luxembourg law on prospectuses for securities dated 10 July 2005 (the "Luxembourg Law") and is prepared in connection with the Guaranteed Euro Medium Term Note Programme established by Akzo Nobel N.V. ("AkzoNobel") and Akzo Nobel Sweden Finance AB (publ) ("AkzoNobel Sweden"). On 4 April 2014, the Commission de Surveillance du Secteur Financier (the "CSSF") approved the Base Prospectus as a base prospectus for the purposes of the Prospectus Directive and the Luxembourg Law. This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus. Terms defined in the Base Prospectus have the same meaning when used in this Supplement. Each of AkzoNobel and AkzoNobel Sweden accepts responsibility for the information contained in this Supplement. To the best of the knowledge of AkzoNobel and AkzoNobel Sweden (each having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference into the Base Prospectus, the statements in (a) above shall prevail. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen or been noted, as the case may be, since the publication of the Base Prospectus. 1

The Arranger and the Dealers have not separately verified the information contained in this Supplement. None of the Dealers or the Arranger makes any representations, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Supplement. In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors who have already agreed to purchase or subscribe for securities before this Supplement is published have the right, exercisable within a time limit of two working days after the publication of this Supplement, to withdraw their acceptances. The final date for withdrawal of acceptances is 3 November 2014. This Supplement and copies of all documents incorporated by reference herein are available in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of AkzoNobel (www.akzonobel.com).

PUBLICATION OF AKZONOBEL RESULTS On 21 October 2014, AkzoNobel published its unaudited consolidated financial statements for the nine months ended 30 September 2014 as set out in AkzoNobel's report for the third quarter of 2014 (the "Q3 Report"). By virtue of this Supplement, the Q3 Report is incorporated by reference in, and forms part of, the Base Prospectus. The table below sets out the relevant page references for the financial statements contained in the Q3 Report. AkzoNobel Report for the Third Quarter of 2014 Statement of Income for the third quarter 2014………………………………

Page 8

Condensed balance sheet as at 30 September 2014……………………….

Page 9

Statement of Cash Flows for the third quarter 2014…………………………

Page 11

Statement of changes in equity………………………………………………...

Page 9

Notes………………………………………………………………………………

Page 15

PUBLICATION OF AKZONOBEL SWEDEN RESULTS On 30 April 2014, AkzoNobel Sweden published its audited consolidated financial statements for the financial year ended 31 December 2013 as set out in AkzoNobel Sweden’s report for the year ended 31 December 2013 (the “AkzoNobel Sweden Annual Report”). By virtue of this Supplement, the AkzoNobel Sweden Annual Report is incorporated by reference in, and forms part of, the Base Prospectus. The table below sets out the relevant page references for financial statements contained in the AkzoNobel Sweden Annual Report. 2

AkzoNobel Sweden Annual Report 2013 Statement of Income for the financial year ended 31 December 2013…….

Page 7

Balance sheet as at 31 December 2013……………………………….……...

Pages 8-9

Statement of Cash Flows for the financial year ended 31 December 2013.

Page 11

Statement of changes in equity…………………………………………………

Page 10

Accounting Principles……………………………………………………………

Pages 17-19

Notes…………………………………………………………...………………....

Pages 19-32

Auditor’s Report……………………………………………………………….....

Page 32

On 26 August 2014, AkzoNobel published its unaudited consolidated financial statements for the six months ended 30 June 2014 as set out in AkzoNobel Sweden's half-yearly report 2014 (the "AkzoNobel Sweden H1 Report"). By virtue of this Supplement, the AkzoNobel Sweden H1 Report is incorporated by reference in, and forms part of, the Base Prospectus. The table below sets out the relevant page references for the financial statements contained in the AkzoNobel Sweden H1 Report. AkzoNobel Sweden Half-yearly Report Statement of Income for the first half of 2014…………………………………

Page 5

Condensed balance sheet as at 30 June 2014……………………….………

Page 8

Statement of Cash Flows for the first half of 2014……………………………

Page 11

Statement of changes in equity…………………………………………………

Page 10

Notes………………………………………………………………………………

Pages 12-15

CHANGES TO MEMBERS OF THE BOARD OF MANAGEMENT OF AKZONOBEL The members of the Board of Management of AkzoNobel, as set out on page 57 of the Base Prospectus, have changed as described below. Following the departure of Keith Nichols on 30 June 2014, Maëlys Castella has been appointed as Chief Financial Officer and a member of the Board of Management of AkzoNobel. Maëlys Castella joined AkzoNobel on 15 September 2014, and was appointed as a member of the Board of Management following an Extraordinary General Meeting on 8 October 2014.

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CHANGES TO MEMBERS OF THE BOARD OF DIRECTORS OF AKZONOBEL SWEDEN The members of the Board of Directors of AkzoNobel Sweden, as set out on page 61 of the Base Prospectus, have changed as described below. Following the departure of Pernilla Heidenvall on 22 May 2014, Daniel Karlsson (Senior Legal Counsel for AkzoNobel Sweden) was appointed to the Board of Directors. Employee Representative Robert Svensson resigned as a deputy member and Employee Representative Dennis Ljunggren was appointed as a deputy member of the Board of Directors on 26 February 2014.

AKZONOBEL TO ESTABLISH NEW ORGANISATION FOR PERFORMANCE COATINGS BUSINESS AREA On 28 August 2014, AkzoNobel announced that a simplified new structure will be established for its Performance Coatings Business Area to drive performance and reduce the number of global management layers. Performance Coatings is one of the three Business Areas within AkzoNobel and generated revenues of €5.6 billion, and an operating income of €525 million in 2013. This reorganisation will reduce the management structure to seven Strategic Market Units to enhance decision making efficiency, being Vehicle Refinishes, Wood Coatings, Metal Coatings, Powder Coatings, Marine Coatings, Speciality Coatings, and Protective Coatings. The new structure is due to become fully operational in January 2015.

INTERGOVERNMENTAL AGREEMENT ON U.S. FOREIGN ACCOUNT TAX COMPLIANCE ACT (“FATCA”) BETWEEN SWEDEN AND THE UNITED STATES On page 15 of the prospectus, it is stated that Sweden does not have an intergovernmental agreement (“IGA”) in place with regard to FATCA. On 24 April 2014, the US Treasury announced that an IGA was ‘in effect’ and on 8 August 2014 Sweden entered into an IGA with the United States. This should mitigate the risk of foreign financial institutions resident in Sweden of being obliged to withhold U.S. tax pursuant to FATCA. Dated: 30 October 2014

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