Lifeway Foods, Inc. · NASDAQ:LWAY
Lifeway Foods — Proxy Contest (December 2025)
48 slides from Lifeway Foods's proxy contest presentation, Dec 8, 2025
Slide 1: Case for Change
Investor Presentation Case for Change Edward Smolyansky and Ludmila Smolyansky December 5, 2025
Slide 2: Legal Disclaimer
2 Legal Disclaimer Important Information This communication is not a request for a proxy to vote on any matter. Any written solicitation of a proxy by Mr. Smolyansky will be made through a definitive proxy statement (the “Shareholder Proxy Statement”). Lifeway shareholders are urged to read the Shar
Slide 3: Executive Summary
Executive Summary • Edward Smolyansky and Ludmila Smolyansky (collectively referred to as ‘us’ or ‘we’) are holders of 26% of shares of Lifeway Foods, Inc. (“Lifeway” or “Company”), making us the largest shareholder of the Company. • As the largest shareholder, our interest is fully aligned with all
Slide 4: Executive Summary (continued)
Executive Summary (continued) • Lifeway’s assertions about shareholder value creation must be evaluated in the following context: ■ Approx. 67% of all shares outstanding are held between directors and executive officers, Danone, and us. ■ The small float results in low trading volumes, leading to hi
Slide 5: Executive Summary (continued)
Executive Summary (continued) • Notwithstanding our support for the governance enhancements, we raise the following questions, which are yet to be answered by CEO Julie Smolyansky and the incumbent directors: ■ How did Danone’s statement to potentially support our consent solicitation to remove all
Slide 6: Executive Summary (continued)
Executive Summary (continued) • As the largest shareholder, our goal is to ensure the Board’s dynamic is not compromised by the tension between legacy directors who appear motivated to preserve Julie Smolyansky’s position as the CEO, and newly approved Danone nominees, who clearly lack prior public
Slide 7: Executive Summary (continued)
Executive Summary (continued) • To replace incumbent directors without sacrificing valuable institutional knowledge, we also seek the addition of two highly qualified nominees: ■ Edward Smolyansky – Former Lifeway CFO, COO and Director, and current founder and CEO of Lucy Organics; and ■ George Sent
Slide 8: The Danone Debacle
The Danone Debacle
Slide 9: Timeline of Events
Timeline of Events Source: Company filings 9 Event Date Danone made an unsolicited, non - binding proposal to acquire the remaining 76.6% stake in Lifeway Foods for $25 per share in cash, which implied a premium of 59% over the 3 - month volume weighted average price The transaction would be wholly
Slide 10: Timeline of Events (continued)
Timeline of Events (continued) Source: Company filings 10 Event Date Lifeway issued 283,337 shares of stock to CEO/Chair Julie Smolyansky The Company had not previously issued the Shares because vesting required consent of Danone under the terms of the 1999 Stockholders' Agreement for the issuance o
Slide 11: Terms of the Cooperation Agreement
11 Source: https://www.sec.gov/ix?doc=/Archives/edgar/data/814586/000199937125014334/lway - 8k_093025.htm Terms of the Cooperation Agreement • Both parties have consented to halting their pre - existing lawsuit, however, Lifeway still reserves the right to contest the agreements soundness • Lifeway
Slide 12: Why the Cooperation Agreement is Suboptimal for Long-Term Value Creation
Why the Cooperation Agreement is Suboptimal for Long - Term Value Creation 12 Good for Shareholders? Rationale Concern X With approval/review rights of four new directors in addition to a former Danone executive continuing to serve as an incumbent director (Juan Carlos Dalto), Danone appears to have
Slide 13: Unresolved Questions for the Incumbent Board
Unresolved Questions for the Incumbent Board CEO and Former Chair Julie Smolyansky Jason Scher Former Lead Independent Director Current Chair Dorri McWhorter Juan Carlos Dalto Former Danone Executive Jody Levy Perfecto Sanchez Pol Sikar Pre - Cooperation Agreement Board Remaining Directors Departed
Slide 14: Legacy of Failed Governance
Legacy of Failed Governance
Slide 15: Board composition and governance concerns
15 Pol Sikar Perfecto Sanchez Jody Levy Dorri McWhorter Juan Carlos Dalto Current Chair Former Danone Executive Jason Scher Former Lead Independent Director Julie Smolyansky CEO and Former Chair • Prior to the settlement, there were significant governance concerns regarding Lifeway’s Board • Julie S
Slide 16: Governance Failures
16 Governance Failures Source: Company filings • Since the ouster of her mother as Board Chair in 2022, Julie Smolyansky maintained the CEO/Chair role until the Danone agreement • Jason Scher served as Lead Independent Director and Chair of both the Compensation and Audit & Corporate Governance Comm
Slide 17: History of Governance Lapses: Departing Co-Founder Perspective
17 History of Governance Lapses: Departing Co - Founder, Chair, and Director Perspective – May 2023 Source: Ludmila Resignation Letter 5/18/2023 “ … management is not open to my insights regarding the business nor interested in responding to critiques of management's performance … …I am further both
Slide 18: History of Governance Lapses: Shareholder Perspective
18 History of Governance Lapses: Shareholder Perspective – June 2023 Kanen Wealth Management’s (KWM) Letter to Shareholders (dated June 08, 2023) highlighted several governance challenges that legacy directors had consistently failed to address: • “A CEO who rarely showed up to the Morton Grove offi
Slide 19: July 18, 2024
19 July 18, 2024 • Upset that Ludmila refused to "gift" the CEO more than a million shares, the Company then spent over a million dollars trying to silence the Smolyanskys with two lawsuits. Both of which the Company voluntarily dismissed when forced to prove its claims. • Before the dismissals, the
Slide 20: Shareholders Have Called for CEO Resignation since 2023
20 Source: David Kanen, President of KWM writes letter to CEO and Board of LWAY Shareholders Have Called for CEO Julie Smolyansky’s Resignation since 2023 “We believe the current board and CEO have been mis - managing the business and not acting in the best interest of its shareholders . We further
Slide 21: Julie's History of Attaching Herself to the Lifeway Brand
21 Julie’s History of Attaching Herself to the Lifeway Brand for Her Own Profit 1. 2. 3. Lifeway website : The Kefir Cookbook July 18 , 2024 press release : “Edward Smolyansky stated, “After the CEO decided to spend over $ 55 , 000 on a personal trip to the Hamptons NY, during a 4 th of July weekend
Slide 22: Lifeway's Use of Litigation Against Its Shareholders
22 Lifeway’s Use of Litigation Against Its Shareholders 1. Based on 13D filings near the start of litigation 2. Lifeway 10 - Q filed 5/15/2023 3. Lifeway Preliminary Proxy filed 8/13/2024 4. Edward Smolyansky Press Release filed 5 - 5 - 2025 5. Sidley Austin Letter 11/25/2024 6. Julie Smolyansky 13D
Slide 23: Legacy Directors Lacking Relevant Experience and Expertise
23 Lifeway’s Legacy Directors are Severely Lacking in Relevant Experience and Expertise and are Responsible for Making Poor Governance Decisions Concerns Board Roles Incumbent Directors Focus on the core business versus other ventures is questionable Failed to improve operating performance despite s
Slide 24: Financial Performance
Financial Performance ➢ Contrary to management’s claims, Lifeway’s performance has been suboptimal/disappointing ➢ Despite revenue growth, Operating and EBITDA Margins have remained largely stagnant ➢ Investors have little confidence in management’s ability to achieve profitable growth
Slide 25: Record Revenues Have Had Limited Impact on Share Price
Lifeway’s Record Revenues have had Limited Impact on Share Price Performance FY 2022 Earnings Announcement “Culminated by our 13 th straight quarter of year - over - year topline growth , I am thrilled to report the highest recorded year of sales in Lifeway's history, up 18 . 9 % compared to a very
Slide 26: Share Price Reaction to Earnings Mostly Negative
Despite Record Revenues, the 1 - day Share Price Reaction to Earnings has been Mostly Negative FY2024 Earnings Announcement “Lifeway delivered further year - over - year growth of 17% to achieve annual net sales of $186.8 million . Our remarkable results were capped off by our second highest - ever
Slide 27: Failure to Drive Profitability despite Record Revenues
Failure to Drive Profitability despite Record Revenues has Adversely Impacted Management’s Credibility Source: 10K 27 yoy change 9 months F Y 2025 9 months FY2024 L T M F Y 25 F Y 24 F Y 23 ($ in 000's) 12.3% $157, 1 3 5 $139, 8 8 6 $157, 1 3 5 $186, 8 2 0 $160, 1 2 3 Net sales 16.8% 42, 8 43 36, 6
Slide 28: Investors Have Little Confidence in Projections Shared with Danone
Because CEO Julie and the Board have Consistently Failed to Deliver Profitable Growth, Investors have Little Confidence in Management’s Ability to Achieve the Projections it Shared with Danone in August 2025 Lifeway Projections provided to Danone in August 2025 Source: Company Filings ( LIFEWAY FOOD
Slide 29: Share Price Performance
Share Price Performance ➢ Lifeway suffered from subpar Total Shareholder Return (TSR) when we initiated our first campaign in 2021 ➢ Since then, our campaigns for Board change and a strategic review have positively impacted the share price ➢ Shareholder pressure and Danone’s unsolicited offers are p
Slide 30: Share Price Underperformed Peers Prior to 2021 Campaigns
30 Lifeway’s Share Price had Significantly Underperformed its Peers and Benchmark Index Prior to Announcement of our first Campaigns in 2021 Source: FactSet 10 - year 5 - year 3 - year 1 - year 42.2% 11.1% 2.8% 18.2% Proxy Peers (median) 341.7% 128.9% 70.6% 29.6% Russell 3000 (49.8%) (69.4%) 109.2%
Slide 31: Campaigns for Board Change Positively Impacted Share Price
31 Our Campaigns for Board Change have Positively Impacted Investor Sentiment and Share Price Source: FactSet http s://w ww .globenew s wire.com/news - release/2023/06/08/2684694/0/en/David - Kanen - President - of - KWM - writes - letter - to - CEO - and - board - of - LWAY - calling - for - a - sa
Slide 32: 2024 Campaign and Danone's Unsolicited Offer
32 Our 2024 Campaign Seeking Board Changes and Strategic Review, coupled with Danone’s Unsolicited Offer (Withdrawn), Reactivated Investor Interest in Lifeway, resulting in Positive Share Price Momentum Danone’s Unsolicited Offer, dated Sept. 23, 2024 “we would be prepared to pay $25 per Lifeway sha
Slide 33: Decline in Share Price after Rejection of Danone's Offers
The Decline in Share Price after Rejection of Danone’s Offers Confirms our Belief that Investors have No Confidence in the CEO or the Legacy Directors to Achieve Profitable Growth and to Unlock Shareholder Value $27. 0 0 Danone's Revised Offer $22.75 Share Price after Q3 2025 Earnings (Nov 12, 2025)
Slide 34: Lifeway's Share Price Has Been Highly Volatile
Source: Company Filings ( LIFEWAY FOODS, INC. 8 - K 2025 - 11 - 12 ) Danone's Last Offer (rescinded): $27 per share Danone's initial offer of $24 per share E Lifeway earnings announcement High volatility 34 High volatility Share price Case study 1 9.38 11/13/2023 27.31 5/9/2024 11.21 8/12/2024 Chang
Slide 35: Lifeway's Claim of 788% Return is Grossly Misleading
0.00 5.00 10.00 15.00 20.00 25.00 30.00 Lifeway’s Claim of Generating 788% Return in Share Price is Grossly Misleading. Share Price Mostly Reacted Negatively to Earnings. Our campaign for Change and Demand for Strategic Review has Pushed Price Higher 5 - year period prior to Danone's $25 per share o
Slide 36: Our Nominees
Our Nominees
Slide 37: New Directors Lack Relevant Expertise and Public Board Experience
New Directors Lack Relevant Expertise and Don’t have Public Board Experience Key Concerns 2026 AGM New Director Nominees ✓ Marketing experience Work experience at a financial services firm is not relevant to Lifeway No public board experience Kirk Chartier ✓ Relevant industry experience No public bo
Slide 38: Legacy Directors Have Significant Concerns
Legacy Directors Have Significant Concerns Concerns Board Roles Incumbent Directors Focus on the core business versus other ventures is questionable Failed to improve operating performance despite strong revenue growth • Former CEO/Chair • Current CEO, President, Secretary, and Director Julie Smolya
Slide 39: Our Nominee: George Sent
Our Nominee: George Sent › George Sent currently serves as a Managing Director at Cascadia Capital, an investment bank, serving clients in the food, beverage and agricultural sectors › Joined Cascadia Capital from KeyBank Capital Markets, where he worked from 2013 through 2018 as Head of M&A for foo
Slide 40: Our Nominee: Edward Smolyansky
Our Nominee: Edward Smolyansky › Edward Smolyansky is the Chief Executive Officer of Lucy’s Organics Inc . which he founded in 2024 to research potential innovations and techniques in the production of kefir, and to develop intellectual property for an aspirational brand, Pure Culture Organics › Pre
Slide 41: Our Slate Offers Deep Industry Expertise and Institutional Knowledge
Our Slate Offers Deep Industry Expertise and Lifeway Institutional Knowledge George would be a tremendous addition to the Board given his extensive experience in corporate finance and governance which could be leveraged to vastly improve the financial state of Lifeway. He holds 15+ years of experien
Slide 42: Performance and Strategy Committee
Performance and Strategy Committee
Slide 43: Shareholder Proposal: Establishment of a Performance Review Committee
Shareholder Proposal: Establishment of a Performance Review Committee › Another component is the establishment of a performance committee to evaluate the effectiveness and rationale of executive management policies. › This committee is to be comprised of at least two independent directors who have b
Slide 44: Lifeway's Rebuttal to the Proposal is Misleading and Lacks Validity
Lifeway's Rebuttal to the Proposal is Misleading and Lacks Validity R ea l ity 44 › Compensation Committee Chair Jason Scher has demonstrated concerning lapses in oversight. The most notable incident being awarding unauthorized shares to Julie Smolyansky which sparked the Danone lawsuit. › The Compe
Slide 45: Appendix
Appendix
Slide 46: Milk Prices (key raw material for Lifeway)
46 Milk Prices (key raw material for Lifeway) Source: https://www.fmma30.com/ClassPrice/Class3&SupportPrices -- 2000 - current.pdf Lifeway’s input cost for milk is down significantly since 2022
Slide 47: ISS Has Highlighted Lifeway's History of Inadequate Governance
ISS Has Highlighted Lifeway's History of Inadequate Governance "However, a quantitative pay - for - performance misalignment exists for the period under review and sufficient mitigating factors could not be identified. Although annual incentives were primarily based on a pre - set objective metric a
Slide 48: Lifeway Foods Share Price Performance
Lifeway Foods Share Price Performance 48 Source: Company Website, Factset Increase in share price due primarily to Activism Campaigns and not volume activity