DEPOSIT AGREEMENT AMONG OATLY GROUP AB, JPMORGAN CHASE BANK, N.A. AS DEPOSITARY AND HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • April 6th, 2022 • Oatly Group AB • Food and kindred products • New York
DEPOSIT AGREEMENT dated as of May 19, 2021 (the "Deposit Agreement") among OATLY GROUP AB and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all Holders (defined below) and Beneficial Owners (defined below) from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities (defined below) and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2022 • Oatly Group AB • Food and kindred products • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 16, 2021 by and among Oatly Group AB, a public limited liability company established under the Laws of Sweden (the “Company”), Nativus Company Limited, a private company limited by shares established under the Laws of Hong Kong (the “Lead Investor”) and (i) BXG Redhawk S.à r.l., a private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg, with its registered address at #-#, ### ###### #######, #-#### ##########, ##### ###### ## ########## and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) under number B245196 and (ii) BXG SPV ESC (CYM) L.P., a Cayman Islands Limited Partnership, with its registered office at #/# ###### ######### ######## #######, ## ### ###, ###### #####, ##### ######, ###-####, ###### ####### and company reg. no. 107496 (acting collectively, the “Blackstone Investor”)
AMENDMENT LETTERAmendment Letter • April 6th, 2022 • Oatly Group AB • Food and kindred products
To: Skandinaviska Enskilda Banken AB (publ), as Agent on behalf of the Majority Lenders under the Original Facility Agreement (as defined below) (the “Agent”)
