Oatly Group AB (Nasdaq: OTLY) (“Oatly” or the “Company”), the
world’s original and largest oat drink company, today announced the
results of its Annual General Meeting of shareholders (the “AGM”)
held on May 15, 2024.
The AGM adopted, inter alia, the following resolutions:
Adoption of the income statement and balance sheet,
disposition regarding the Company’s results and discharge from
liability
The AGM adopted the Company’s profit and loss
account and the balance sheet as well as the consolidated profit
and loss account and consolidated balance sheet.
The AGM resolved, in accordance with the board
of directors’ proposal, that no dividend was to be distributed for
the financial year 2023 and that the Company’s result for the
financial year 2023 was to be carried forward.
The AGM also discharged the board of directors and the CEO from
liability for the financial year 2023.
Number of members of the board of directors
The AGM resolved, in accordance with the nominating and
corporate governance committee’s proposal, that the number of
members of the board of directors elected by the general meeting or
in accordance with Oatly’s articles of association shall be ten
(10).
Election of members and chairperson of the board of
directors
The AGM resolved, in accordance with the
nominating and corporate governance committee’s proposal, to
re-elect Eric Melloul, Ann Chung, Hannah Jones, Frances Rathke,
Bernard Hours, Yawen Wu, Lai Shu Tuen-Muk and Xin Wang as members
of the board of directors and to elect Gregory S. Christenson as a
new member of the board of directors for a term ending at the AGM
to be held in 2027.
The AGM also resolved, in accordance with the
nomination and corporate governance committee’s proposal, to
re-elect Eric Melloul as chairperson of the board of directors.
Remuneration to the members of the board of
directors
The AGM resolved, in accordance with the
remuneration committee’s proposal, that the fee to each member of
the board of directors, who is not employed by the Company or any
of its subsidiaries, shall be USD 60,000, that the fee for the
chairperson of the audit committee shall be USD 22,500 and that the
fee for an ordinary member of the audit committee shall be USD
10,000. The AGM also resolved, in accordance with the remuneration
committee’s proposal, that the fee for the chairperson of the
remuneration committee shall be USD 22,500, that the fee for an
ordinary member of the remuneration committee shall be USD 10,000,
that the fee for the chairperson of the nominating and corporate
governance committee shall be USD 22,500 and that the fee for an
ordinary member of the nominating and corporate governance
committee shall be USD 10,000. The AGM also resolved that the fee
for each ordinary employee representative shall be SEK 24,000.
Election of auditor
The AGM resolved, in accordance with the audit
committee’s recommendation, that the registered auditing company
Ernst & Young Aktiebolag is re-elected as auditor for the
period until the end of the next AGM.
Resolution regarding (a) amendment of
the LTIP 2021-2026 incentive program, (b) approval of transfer of
treasury instruments issued in connection with the LTIP 2021-2026
incentive program and (c) exchange of outstanding stock
options
The AGM resolved, in accordance with the board
of directors’ proposal, to amend LTIP 2021-2026, entailing certain
changes to allocation principles and certain terms and conditions
relating to vesting of stock options and RSUs granted under LTIP
2021-2026. The changes in allocation principles aim to enable
grants to current and future members of the executive management
team, top key personnel, selected senior key personnel, selected
mid-level personnel and other personnel, to achieve appropriate and
proportional annual allocations over the duration of LTIP
2021-2026. The changes in allocation principles also aim to enable
grants to a greater number of participants and to achieve
appropriate and proportional annual allocations over the remaining
duration of LTIP 2021-2026.
The AGM also resolved, in accordance with the
board of directors’ proposal, to approve the transfer of treasury
instruments issued in connection with the LTIP 2021-2026.
The AGM further resolved, in accordance with the
board of directors’ proposal, to approve the exchange of
outstanding stock options, entailing that senior key employees who
were granted stock options between May 2021 and July 2023 will be
given the opportunity to exchange their stock options for new RSUs
with special vesting conditions, as the exercise price for each of
the stock options is greater than the market value of an ADS in the
Company (often referred to as “out-of-the-money” or “underwater”).
The stock option exchange program aims to incentivize the Company’s
senior key employees and create a retention benefit for the senior
key employees while reducing the need to grant additional equity
awards. The option exchange program also entails granting new RSUs
with special vesting conditions but otherwise on materially the
same terms and conditions as the previous RSUs granted under the
LTIP 2021-2026.
Resolution regarding (a) amendment of
resolution on issue of share awards to certain members of the board
of directors of Oatly Group AB (publ) and (b) approval of transfer
of treasury warrants issued in connection with the share award
program
The AGM resolved to amend the resolution on
issue of share awards to certain members of the board of directors
of Oatly. As a result, the maximum number of share awards that may
be granted to each participant in the board of directors LTIP is
increased from 35,000 to 140,000 share awards annually. The
limitation on the total value of share awards that may be granted
to each participant is unchanged at USD 140,000 annually.
In order to fulfil the commitments arising from
the share awards, the AGM also resolved to authorize the Company to
assign the warrants of Series 2021-B to a third party or in another
way dispose of the warrants of series 2021-B.
For more detailed information regarding the
content of the resolutions, please refer to the notice to the AGM
and the comprehensive proposals, which have previously been
published and are available on the Company’s website,
https://investors.oatly.com/corporate-governance/2024agm.
About Oatly
We are the world’s original and largest oat
drink company. For over 25 years, we have exclusively focused on
developing expertise around oats: a global power crop with inherent
properties suited for sustainability and human health. Our
commitment to oats has resulted in core technical advancements that
enabled us to unlock the breadth of the dairy portfolio, including
alternatives to milks, ice cream, yogurt, cooking creams, and
spreads. Headquartered in Malmö, Sweden, the Oatly brand is
available in more than 20 countries globally.
Contacts
Oatly Group AB
+1 866-704-0391
investors@oatly.com
press.us@oatly.com
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