Oatly Group AB ($OTLY)

Board of Directors. I really want to welcome you to the 2026 Annual General Meeting of Oatly Group AB, and I hereby declare the general meeting open. Before we move on, I would like to introduce the people with me on the podium. With me, I've got to my left, Jean-Christophe Flatin, the CEO of Oatly.

Thank you.

Seated at the podium also are Shoan Panahi and Greta Ekblom. Thank you for joining us from our legal adviser White & Case, who've got huge experience in handling general meetings in public companies. Present at the general meeting as well is our certified public accountant, Fredrik Norrman. Prior to the general meeting, it's been possible for shareholders to vote by submitting a postal vote. We note with great pleasure that 264 shareholders representing about 50% of the vote in Oatly have used this opportunity, and I want to thank them for it. Anyone who wishes to speak is asked to state their name first and preferably the number of shares they represent. I would also appreciate if you could turn off your cell phone. If you allow me now, let us proceed to agenda item #2. We want to elect the Chairperson of the AGM. As you're all aware, it's been possible to vote in advance by submitting a postal vote, and we therefore know the outcome of the first resolution item already. Oatly's Nominating, Corporate Governance and Sustainability Committee has proposed that Shoan Panahi from White & Case, here to my right, is elected Chairperson of the AGM. The proposal has been approved by more than 99% of the votes. So with that result, I will hand it over to you, Shoan.

Thank you, Eric. Though I wonder who that person... The minutes will be taken by me and will eventually be published on Oatly's website. I would like to inform you that it may contain personal data relating to shareholders who make contributions here at the meeting today. I would also like to inform you that today's meeting will be broadcasted over web link in accordance with the Board of Directors suggestion. The meeting will be held in English in order for Oatly's international shareholders to be able to follow the meeting over the web. I would also like to inform you that all of the shareholders who are entitled to cast their vote already have cast their votes by postal votes. Therefore, we will not ask the meeting if the proposals may be approved here. And instead, we will state which proposals that have been approved by the required majority. Greta, could you explain how the voting list is drawn up?

Yes. So anyone who wishes to attend the AGM must be recorded in the share register maintained by Oatly Sweden AB as of 11th May 2026 and must have given notice to the company no later than the date specified in the notice of the meeting. A list of shareholders who have registered to attend the meeting, including those who have chosen to vote by post has been distributed and the shareholders who are here today have been ticked off at the entrance.

Based on the postal votes received, we can confirm that agenda item #3 has been approved by the required majority. I find that the list will constitute the voting list at the meeting. Item #4, approval of the agenda. The proposed agenda is included in the notice and the materials distributed here today. And based on the postal votes, we can confirm that agenda item #4 has been approved by the required majority. Election of person to verify the minutes. The meeting shall elect a person to verify the minutes. The Board of Directors proposes that Greta shall verify the minutes in addition to myself. The assignment to verify the minutes also includes verifying the voting list and that the received postal votes are correctly reflected in the minutes of the meeting. Based on the postal votes received, we can confirm that agenda item #5 has been approved by the required majority. Item #6, determination as to whether the AGM has been duly convened. Oatly has convened this meeting by publishing the notice on Oatly's website and in the official Swedish Gazette, Dagens Industri on 10th of April 2026. Based on the postal votes received, we can confirm that agenda item #6 has been approved by the required majority. Item #7, submission of the annual report and auditor's report and the consolidated annual report and auditor's report for the group. The annual report and the auditor's report as well as the consolidated annual report and auditor's report for the group have been available on our Oatly's website, Oatly's head office since 29th of April 2026. The documents have also been sent to the shareholders who have requested it. Hereby, I give the floor to Fredrik Norrman, Oatly's certified public accountant, who will present the auditor's report.

Testing. Can you hear me?

Perfect.

Mr. Chairman, shareholders, my name is Fredrik Norrman. I have been granted the opportunity, the responsibility, of course, as well, to be the main responsible for the audit of Oatly AB. The elected audit company is Ernst & Young. Ernst & Young was elected already back in 2019 as the first year and 2025 has been my first year as the main responsible. And just a little bit of information about myself. I've had this role as audit -- I've been working for EY for 23 years now, time flies. My main responsibilities during these 23 years has been manufacturing companies in a listed environment, both in the U.S. and in Sweden. And what's the purpose and the scope of the audit then? Yes. So the audit standards require us to be -- to plan and perform the audit in accordance with standards and express an opinion about the reasonable assurance whether the financial statements are free of material misstatements, whether due to fraud or error. The audit is also, of course, designed considering the organization of Oatly AB and covers a large part of the assets, liabilities and revenue and expense. And the conclusions, we confirm to the AGM that we are independent with respect to the company and in accordance with professional standards. We also confirm that the consolidated financial statements present fairly in all material aspects, the financial position of the company as at December 31, 2025, and the results of its operations and its cash flow for the year then ended is in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Hence, I recommend the AGM to do three things: approve the financial statements, including the balance sheet and income statement; two, to approve the allocation of profit based on the Board's proposal and also grant the discharge of responsibilities for the Board and the CEO.

Thank you, Fredrik. Based on the postal votes received, we can confirm that this agenda item has been approved by the required majority and that the meeting approves that the accounting documents and the auditor reports for the financial year 2025 have been submitted. Now I give the floor to Jean-Christophe Flatin, Oatly's CEO.

Thanks a lot, Shoan. Hello, everyone. Thank you for your presence for you here physically present, and thank you for your attention and interest for those watching us remotely. So it's my pleasure to give you a business update, the state of the union as our American friends would say. And we start with a few important legal disclaimer that I put in front of you and I move to the next one. Here are the few key messages I want you to take away from the status of the business today. As you can remember, we have run a deep transformation of this business over the last three years. And as an outcome of that, I'm convinced we now have a much healthier, stronger business with clear strategies, clear accountability, stronger margins and definitely a significantly improved profitability. That progress, I'm happy to report, has continued in the quarter 1 of 2026 we reported to the public market just a few weeks ago. And as we look ahead, we remain confident that by continuing to executing our mission and executing the strategies we have chosen, that will enable us to create strong long-term shareholder value. Let's have a quick look at the recap of where do we come from. I talked about the 3 years transformation, and I think some figures are important to illustrate that journey. If we compare to the year 2022 that you see on the left-hand side of the chart, our revenue grew by 19% or $140 million to an all-time high of $862 million at the end of 2025. Our adjusted EBITDA has improved by $275 million over that same period of time. And our free cash flow equally improved by an amount of $436 million over the same period of time. These figures are illustrating that we are clearly making good, healthy progress as we drive profitable growth. Let's zoom in on our quarter 1 2026 scorecard, which is the most recent results we shared publicly. Our revenue grew by 15.6% or 8.1% when we look at it in constant currency. Our gross margin has now reached 33.4%, which represents an improvement of 188 basis points as compared to last year, while our adjusted EBITDA reaches positive $5 million, which represents 2.2% of our net sales and an improvement of $8.7 million versus last year. This combined improved performance, both on top line and bottom line, confirm that we remain totally focused on driving growth and impact in a disciplined and profitable manner. And we believe simply this is the winning recipe for our company. Finally, our cash flow in the quarter was a negative $11.7 million, which is an $8.8 million improvement versus last year. It's important that I confirm our business plan remains fully funded and bringing the company to structurally positive free cash flow is very important to us. We fully intend to drive the business to that milestone, not just from improvement from the P&L, but by pulling all available levers to us, including working capital. Let's look at why we are doing that. I know these are also figures, but they are rooted in our mission. To be clear, we have driven these improvements to enable our mission in helping people live healthier life without recklessly taxing the planet and the planet resources. As we continue to improve our business and the financial results, it is extremely important to us that we don't lose sight of why this company exists. Our mission is a very important part of our culture, and I believe it makes Oatly truly unique. We have maintained our mission and purpose throughout this transformation, and we remain fully committed to it going forward. This slide shows how we measure our progress on the mission. The primary metric we look at is the CO2 savings of making the switch from Cow's dairy to Oatly since that switch is critical to the planet. So on the left-hand side, on the pink graph, you will see that in the past 6 years, we estimate that we have enabled consumers to avoid drinking over 1.6 billion liters of cow's milk by choosing our products instead. This translates on the right-hand side of the chart, over 1.4 billion tonnes of greenhouse gas avoided as our consumers switched from cow's milk to Oatly product. This was estimated using a methodology developed with Quantis. I encourage you to read more about this and all the sustainability efforts we are making in our full sustainability report, which is available on our Investor Relations website. I am very proud of this progress. We have plenty of work to do to achieve our long-term goals, but clearly, we are on our way for having an impact. As we look forward, I'm equally proud to say that our mission will remain the same. We exist to help people live healthier life without recklessly taxing the planet resources, and we want to contribute to change the food system for the better. The mission works hand-in-hand with our strategy for shareholder value creation. Just in retail stores around the world, the dairy market is estimated to be nearly $600 billion of value. And the food service market, which is not measured in this figure, add a significant amount to this. So total plant-based is a small fraction of the overall dairy market, which means that there is plenty of room to grow from here. As we execute our strategy of converting consumers to our oat-based products, we expect to see a significant margin expansion and profit improvement. And we expect that profit improvement to translate into strong, sustainable long-term shareholder value creation. So I thank you for listening, and I give back the floor to Shoan.

Thank you. Fantastic. Let's proceed to agenda item #8, resolution regarding adoption of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet for the financial year 2025. Oatly's auditor recommends that the AGM adopts the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet included in the annual report for 2025. And based on the postal votes received, we can confirm that agenda item #8 has been approved by the required majority and that the meeting resolves to adopt the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet included in the annual report 2025. Let's move on to the resolution regarding the allocation of the company's profit or loss in accordance with the adopted balance sheet. The Board of Directors proposes that no dividend is distributed for the financial year 2025 and the company's results for the financial year 2025 is carried forward. And based on the postal votes received, we can confirm that agenda item #9 has been approved by the required majority and the meeting approves the Board of Directors' proposal. Item #10, resolution regarding discharge from liability of the members of the Board of Directors and the CEO. Oatly's auditor recommended that the AGM resolves to grant the members of the Board of Directors and the CEO discharge from liability for the financial year 2025. Based on the postal votes received, we can confirm that agenda Item #10 has been approved by the required majority and that the meeting approves the grant of discharge from liability. We also note that the members of the Board as well as the CEO did not partake in the decision regarding their own discharge from liability. Item #11, determination of the number of members of the Board of Directors. Oatly's Nominating, Corporate Governance and Sustainability Committee proposes that the number of the members of the Board of Directors elected by the general meeting in accordance with Oatly's Articles of Association shall be 10 without deputy members. And based on the postal votes received, we can confirm that agenda Item 11 has been approved by the required majority and that the meeting resolves in accordance with the Nominating, Corporate Governance and Sustainability Committee's proposal. Now we come to Item #12, election of Members and Chairperson of the Board of Directors. Oatly's Nominating, Corporate Governance and Sustainability Committee proposes that Eric Melloul is reelected as ordinary member of the Board of Directors until the close of the Annual General Meeting 2029. It also proposes that Stefan Descheemaeker is elected as new ordinary member of the Board for the period until the close of the Annual General Meeting 2029. And lastly, it proposes that Martin Brok is elected as Chairperson of the Board for the period until the close of the Annual General Meeting 2029. And based on the votes received, we can confirm that this item has been approved by the required majority and the meeting resolves in according with the Nominating, Corporate Governance and Sustainability Committee's proposal. Eric, would you like to say something to Martin when passing on, on the Chairperson role?

Welcome, Martin. No, first of all, I want to say how much I've been proud really to lead the Board of Oatly for the last almost 10 years. It's been an incredible ride, and I've been really honored to be able to support the management team, specifically in the last 3 to 4 years in delivering what's been an outstanding change and turnaround plan and preparing for what's going to be, obviously, a very promising 5 to 10 years. So thank you for having me. Thank you for having me. And then I want to welcome Martin. Martin is an exceptional person. He brings with him lots of experience in consumer branding companies around the world, whether it's Nike or Starbucks or many others. He's got an incredible style. He will, I'm sure, continue to challenge and support the management team as Chairman of the Board. And he can count on my time and contribution to make it happen. So welcome, Martin.

And in the name of the management, we would like to thank Eric for his stewardship of the Board and his partnership with us over the last 4 years. Thank you, Eric.

Thank you. Let's move on to the formal pieces of the meeting. So now we have come to agenda item #13, determination of the remuneration to the members of the Board of Directors. Oatly's Remuneration Committee proposes that compensation shall be allocated to the directors in accordance with the committee's proposal included in the agenda Item #13 in the notice to the AGM. And based on the postal votes received, we can confirm that agenda item 13 has been approved by the required majority and that the meeting resolves in accordance with the Remuneration Committee's proposal. Item #14, fees payable to the auditor. Oatly's Audit Committee proposes that the auditor fees paid in accordance with the approved invoices. And based on the postal votes received, we can confirm that agenda item 14 has been approved by the required majority and the meeting resolves in accordance with the Audit Committee's proposal. Item #15, election of the auditor. Oatly's Audit Committee proposes that the registered auditing company, Ernst & Young Aktiebolag is reelected as auditor for the period until the close of the AGM for the financial year 2026. Based on the postal votes received, we can confirm that agenda Item #15 has been approved by the required majority and the meeting resolves in accordance with the Audit Committee's proposal. Now we come to two technical items. The first one is Item #16, resolution regarding implementation of LTIP 2026 to 2028 incentive program and increase in the overall share limit and issuance of warrants of Series 2026 and approval of transfer of 2026 warrant instruments. The Board of Directors of Oatly proposes that the AGM resolves to implement a new long-term incentive program, LTIP 2026 and 2028. For Oatly's executive management, top key personnel selected senior key personnel and to increase the overall share limit under Oatly's incentive plan. The proposal also includes the issuance of up to 67,263,960 new warrants of Series 2026 and approval of transfer of 2026 warrant instruments to secure delivery and settlement of awards under this LTIP. For the avoidance of doubt, the terms and conditions of LTIP 2021 to 2026 shall not be amended through this proposal and will remain in force.