Transforming for the future - Arla Foods

CONSOLIDATED ANNUAL REPORT

2018

Transforming for the future

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Scene setter

As we are the largest organic dairy producers in the world, and have the second largest milk pool in Europe, we are creating the blueprint for a more sustainable industry. Now we are also transforming Arla for the future we want to see: with fresh thinking and smarter spending, we keep finding new ways to meet and exceed the expectations of our owners, customers and consumers.

Content

Management Review

032018 Performance at a glance 04Message from the Chairman

of the Board of Directors 06Message from the

Chief Executive Officer 08Highlights 10Five year financial overview 11Essential business priorities for 2018

Our Strategy 13Who we are 14Our business model 15Good Growth 2020 16Embracing change 18Our risk landscape 20Preparing for Brexit 21Our transformation programme, Calcium 24Essential business priorities for 2019

Our Governance 38Governance framework 40Executive Management Team 42Board of Directors 43Management Remuneration

Our Responsibility 45Our Code of Conduct 46Our compliance activities 47Our tax affairs 48Leading the sustainability agenda 49Sustainable dairy farming 50Sustainability highlights 2018 51Arlag?rden? 52Diversity and inclusion

Our Financial Review 54Market overview 56Financial performance 62Financial outlook

Our Brands and Commercial Segments 26Arla? 27Lurpak? 28Castello? 29Puck? 30 Milk based beverages 31Europe 33International 35Arla Foods Ingredients 36Trading

Consolidated Financial Statements

66Primary financial statements 75Notes 121Statement by the Board of Directors

and the Executive Board

Endorsement 122Independent auditor's report

123Glossary 125Corporate calendar

Management Review Our Strategy Our Brands and Commercial Segments Our Governance Our Responsibility Our Financial Review Consolidated Financial Statements

2018 Performance at a glance

Revenue

BILLION EUR

10.4 2018

10.3 2017 9.6 2016

Performance price

EUR-CENT/KG

36.4

38.1 36.4

30.9 2016

2017 2018

Target 2018 EUR 10 - 10.5 billion

* International share is based on retail and foodservice revenue, excluding revenue from third party manufacturing, Arla Foods Ingredients and trading activities. ** Based on profit allocated to owners of Arla Foods amba.

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Milk volume

Profit share**

13.9 BILLION KG

2018

13.9

2017

13.9

2016

13.9

2.8% OF REVENUE

2018 2017 2016

2.8% 2.8%

3.6%

Target 2018 2.8 - 3.2%

114 MILLION EUR

2018

114

Target 2018: 30 million

Strategic branded volume driven revenue growth

3.1%

2018 2017 2016

3.1% 3.0%

5.2%

Target 2018 2.5 - 3.5%

Brand share

International share*

Leverage

45.2% 19.6% 2.4

2018 2017 2016

45.2% 44.6% 44.5%

Target 2018 >45%

2018 2017 2016

19.6% 20.2% 19.7%

Target 2018 >20%

2018 2017 2016

2.4 2.6

2.4

Target 2018 2.8 - 3.4

Management Review Our Strategy Our Brands and Commercial Segments Our Governance Our Responsibility Our Financial Review Consolidated Financial Statements MESSAGE FROM THE CHAIRMAN

A year of changes and challenges

2018 was a year of changes, challenges and opportunities ? for many of us even more significantly so than anticipated 12 months ago.

4 ARLA FOODS ANNUAL REPORT 2018

MESSAGE FROM THE CHAIRMAN

Management Review Our Strategy Our Brands and Commercial Segments Our Governance Our Responsibility Our Financial Review Consolidated Financial Statements

2018 easily could have been a year characterised by its turbulent start with declining milk and commodity prices, combined with continuing uncertainty from the ongoing Brexit negotiations, which impacted our overall performance. However, we were able to offset these challenges with a strong focus on price and margin management as well as the introduction of our game-changing Calcium transformation programme.

A great effort was put into realising Calcium by both management and employees and the effort resulted in the programme contributing far beyond expectations in its first year, helping us get back on track. With a performance price of 36.4 EUR-cent/kg for 2018, we have now set the direction to further improve our performance.

In July we said goodbye to ?ke Hantoft, who crowned his work as chairman and board member by completing our journey towards becoming One Arla. A milestone was marked when British and Central European farmers voted a resounding `yes' to becoming direct members, thereby paving the way for ONE Arla with equal rights and obligations. Being ONE Arla will make us stronger as a cooperative and as a business. It will give us a consistent and transparent structure across all owner countries and give us the means to act as a truly global company.

A great achievement, and I would like to thank ?ke for the effort he put in to this and for all he has contributed to our company during his over thirty

years as an elected representative, and seven years as chairman.

For me as newly appointed chairman, it was encouraging that by midterm our remarkably strong balance sheet allowed the board to initiate a proposal to pay out the entire 2018 net profit to our farmer owners. This can be done without adding risks to our investment plan securing our future growth. To be able to make this proposal at a time when the effects of the drought of 2018 are still felt is very empowering.

As a global farmer-owned dairy company, we are measured not only on our products and financial performance, but on how we operate our business. In 2018 sustainability and climate rose even higher up the agenda for us and our customers. The environmental footprint of farming and food production is, quite rightly, becoming increasingly scrutinised and challenged for improvement.

Sustainable dairy starts on farm level. As dairy farmers we have come a long way already, and have every reason to be proud of this. Now we have to go further, find new initiatives to adapt to future demands and at the same time make a reasonable living and develop our farms. We have only seen the beginning of the climate and sustainability discussion, that we in Arla address through our new environmental strategy and by developing a quality assurance programme like Arlag?rden?.

We know that 2019 will be another volatile year for dairy. Let's embrace the future and take bold decisions to strengthen our business, in part by unfolding the sustainability agenda even more in 2019. It will not be an easy journey, but I'm confident we have set the right course.

Jan Toft N?rgaard Chairman of the Board of Directors

Let's embrace the future and take bold decisions to strengthen our business.

Performance price

EUR-CENT/KG

36.4

2018 2017 2016

36.4 38.1

30.9

5 ARLA FOODS ANNUAL REPORT 2018

Management Review Our Strategy Our Brands and Commercial Segments Our Governance Our Responsibility Our Financial Review Consolidated Financial Statements MESSAGE FROM THE CHIEF EXECUTIVE OFFICER

Decisive action improved our performance after a rough start

While the political and market volatility continued to impact our business, we made significant improvements to our profitability and delivered on our Good Growth 2020 strategy.

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Management Review Our Strategy Our Brands and Commercial Segments Our Governance Our Responsibility Our Financial Review Consolidated Financial Statements MESSAGE FROM THE CHIEF EXECUTIVE OFFICER

After a rough start, we finished the year beating our expectations, reaching our full-year targets for net profit and branded growth. We balanced the effect of a continued weak GBP and unfavourable fat and protein prices with substantial cost reductions and relentless focus on growing our strategic brands.

To strengthen Arla's performance, decisive action was taken by the management team and the Board of Directors to ramp up our transformation programme Calcium. It is already substantially changing the way we work, spend and invest in our business. It is set to deliver EUR 400+ million of sustainable annual savings by the end of 2021 that will be invested in a higher milk price for our farmer owners and in future growth. I'm delighted that the results in the first year have exceeded our expectations, delivering EUR 114 million in savings.

Branded growth and strategic milestones Despite higher retail prices consumers remained attracted to our strategic brands, Arla? and Puck? and our licensed brand StarbucksTM all of which delivered particularly strong performances.

Retail and food service sales in Europe grew at the top end of our expectations and brands grew faster than anticipated. Specifically our branded milk and yogurt businesses grew against a backdrop of declining dairy consumption trends and adverse currency effects.

Our international markets outside Northern Europe also continued to deliver profitable growth. Our largest region, the Middle East and North Africa, progressed well with strong branded growth in our core categories despite low macroeconomic growth and political uncertainty.

During 2018 important deals were signed that will enable us to fast-forward our Good Growth 2020 strategy. The acquisition of the Yeo Valley organic brand for milk, butter and spreads in the UK will build our position as the world's leading organic dairy. The planned acquisition of Mondel?z' Kraft-branded processed cheese business in the MENA region, including a state-of-the-art production facility in Bahrain, will step up our growth outlook in the region. A 21-year licence agreement with StarbucksTM secures our rights to produce and market their milk-based coffee beverages business for Europe, Middle East and Africa.

marketplace and engage with our customers in creating value in their offline and online sales channels.

We will also show strong leadership and action on one of the most important agendas facing us today ? climate change. We will present an ambitious strategy, that will accelerate the transition to sustainable dairy in every part of our value chain to maintain trust in dairy's role in a healthy and sustainable diet.

Peder Tuborgh CEO

2019 outlook and Brexit uncertainties Another year of political uncertainty and milk price fluctuations is expected for 2019, not least will the outcome of Brexit remain a significant risk. To further strengthen our resilience, we will harvest the benefits of the first year's Calcium programme and continue the transformation with heavy focus on supply chain. We expect to deliver further branded growth in the Europe and international zones. We will continue to bring innovation into the

Actual 2018 Target 2018

114 MILLION EUR 30

We finished the year beating our expectations, reaching our full-year targets for net profit and branded growth.

114

7 ARLA FOODS ANNUAL REPORT 2018

Management Review Our Strategy Our Brands and Commercial Segments Our Governance Our Responsibility Our Financial Review Consolidated Financial Statements

Highlights

2018 showcased the first steps in our transformation journey, new product launches, innovative initiatives and key investments for the future. With exceptional drive and creativity, all segments of our business contributed fresh ideas as we continue to fulfil our Good Growth 2020 strategy.

StarbucksTM extends strategic partnership After seven years of a successful business partnership, Arla and StarbucksTM signed a 21-year strategic agreement, giving Arla the license to continue to manufacture, distribute and market StarbucksTM premium milk-based, ready-to-drink coffee beverages for the EMEA region. Arla has now launched Starbucks beverages in 38 countries across EMEA and sells over 115 million units per year.

Transforming Arla through Calcium The Calcium transformation programme commenced in 2018 to create significant cost and operational efficiencies and reinvestment opportunities in Arla's continued growth. The programme will run over three years and aims to unleash the full potential of our organisation. Calcium exceeded the 2018 target: we saved EUR 114 million with the programme, EUR 84 million more than expected.

8 ARLA FOODS ANNUAL REPORT 2018

Most environmentally friendly carton yet Arla? ?ko (Eco) launched our most eco-friendly milk carton to date, reducing our climate impact by 358 tonnes of CO2 annually. The new carton is manufactured without whitening processes, consequently we can remove a layer of packaging. In addition, the plastic lid is now also 100 per cent bio. By constantly aiming for the most sustainable solutions, we have reduced emissions by a total of 35 per cent since 2014 compared with the production of the traditional milk carton.

Bold re-launch of Dano in Bangladesh Arla? re-launched the 56-year-old household name Dano as Dano Power in Bangladesh with a powerful marketing campaign. The main message is that Dano Power is here to make the new generations strong. Thanks to a massive media presence in the local market and the slogan #RaiseThemStrong, Dano Power has already generated over 18 million digital engagements. The commercial impact is also strong with 8 per cent revenue growth and the 2 per cent market share gain in 2018.

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