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 25, 2023.
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 2022 and that the Company’s result for the
financial year 2022 was to be carried forward.
The AGM also discharged the board of directors
and the CEO from liability for the financial year 2022.
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 twelve (12).
Election of new director
The AGM resolved, in accordance with the
nominating and corporate governance committee’s proposal, to elect
Martin Brok as a new member of the board of directors for a term
ending at the AGM to be held in 2026.
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 and (b) approval of transfer
of treasury warrants issued in connection with the LTIP 2021-2026
incentive program
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 a greater number of participants and to achieve
appropriate and proportional annual allocations over the duration
of LTIP 2021-2026 by establishing allocation limits calculated on
an annual basis. The changes in vesting terms and conditions aim to
reduce administration and costs, as well as to facilitate grants in
connection with new hires, by aligning the vesting schedule with
the annual vesting period generally applied by Oatly.
The AGM also resolved, in accordance with the
board of directors’ proposal, to approve the transfer of treasury
warrants issued in connection with 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 10,800 to 35,000 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.
The AGM also resolved to authorize the Company
to potentially assign the treasury warrants issued in connection
with the share award program to a third party or in another way
dispose of the warrants in accordance with the terms and conditions
set out in the proposal.
Authorization for the board of directors
to resolve on new issue of shares and/or warrants and/or
convertible bonds
The AGM resolved, in accordance with the board
of directors’ proposal, to authorize the board of directors, on one
or more occasions during the period until the next AGM, to resolve
on new issue of shares and/or warrants and/or convertible bonds.
Such issues should not entail an increase in the Company’s
registered share capital or the number of shares in the Company by
more than a total of 20 percent, based on the Company’s registered
share capital or number of shares before utilizing the
authorization. The new issue of shares and/or warrants and/or
convertible bonds may be performed with or without deviation from
the shareholders’ preferential rights. The board of directors’
resolution may provide for payment in kind, payment against set-off
and/or other terms.
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/2023agm.
About OatlyWe 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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