Introduction

This Report is prepared in accordance with the Corporate Governance Directive (DCG) of SIX Exchange Regulation. All information within this Corporate Governance Report and within the Remuneration Report refers to the Company Organization, Internal Regulations and Articles of Incorporation that were in effect as of December 31, 2022 (if not specifically mentioned otherwise).

On July 11, 2022, Dufry, as a leading global travel retailer, announced the combination with Autogrill S.p.A. (“Autogrill”), a global leader in Travel Food & Beverage, to create a new, integrated global Travel Experience player. The changes in Corporate Governance that are related to this transaction are mentioned in the relevant sections of this Report. A short summary of the transaction details is also provided in section 11. The Dufry / Autogrill Combination on page 276.

The Articles of Incorporation are available here and in the Download-Center. 

Dufry engages with shareholders, analysts and investors on a regular basis to better understand their expectations, needs and concerns as part of the company’s stakeholder dialogue strategy and its ESG engagement. Such feedback received is taken into consideration when evolving the company strategy as well as corporate governance and remuneration matters. In this context, management and the investor relations team had more than 1,850 contacts with equity and debt investors, analysts and rating agencies in the form of personal meetings, capital market day, investor and video conferences, calls and emails in 2022.

Dufry Code of Conduct

The Dufry Code of Conduct outlines Dufry's standards of ethical conduct around the world. The Code of Conduct requires all employees and officers to follow the principles outlined in the document in their interactions with colleagues, customers, business partners and other stakeholders.

Group Structure 

For an overview of the management organizational chart and operational Group structure, please click here.

Listed company as of December 31, 2022

Company
Dufry AG, Brunngässlein 12, 4052 Basel, Switzerland
(hereinafter “Dufry AG” or the “Company”)

Listing
Registered shares: SIX Swiss Exchange

Market Capitalization based on shares issued
CHF 3,496,592,740 as of December 31, 2022

Percentage of shares held by Dufry AG
0.67 % of Dufry AG share capital as of December 31, 2022

Security Numbers
Registered shares:
ISIN-Code CH0023405456, Swiss Security-No. 2340545, Ticker Symbol DUFN

Capital Structure

As of December 31, 2022, the Company’s capital structure is as follows:

Ordinary share capital
CHF 453,985,035 (nominal value) divided in 90,797,007 fully paid registered shares with a nominal value of CHF 5 each

Conditional share capital
CHF 45,398,500 (nominal value) divided in 9,079,700 to be fully paid registered shares with a nominal value of CHF 5 each; plus

CHF 153,316,645 (nominal value) divided in 30,663,329 to be fully paid registered shares with a nominal value of CHF 5 each

Authorized share capital
CHF 226,992,515 (nominal value) divided in 45,398,503 to be fully paid registered shares with a nominal value of CHF 5 each

Significant Shareholders

Further details regarding these shareholders and shareholder groups as well as additional information regarding the individual disclosure notices in 2022 are available on the website of SIX Exchange Regulation at:

https://www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html

Unsponsored American Depositary Receipts

Dufry AG (“Dufry”) does not sponsor, participate in or assist any American Depositary Receipts (“ADRs”) program. ADR holders are not Dufry shareholders and are not entitled to the same rights as holders of bearer shares or registered shares.