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 the Board regulations are available here - both can also be found in the Download-Center. 

Avolta 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.

Avolta Code of Conduct

The Avolta Code of Conduct outlines Avolta'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.

Listed Company

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

Listing
Registered shares: SIX Swiss Exchange
 

Market Capitalization based on shares issued
CHF 5,048,479,423 as of December 31, 2023 (based on 152,614,251  ordinary shares)

Percentage of shares held by Avolta AG
Around 1.45 % of Avolta AG share capital as of December 31, 2023

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

Capital Structure

As of January 10, 2024, the Company’s capital structure is as follows:

Ordinary share capital (Article 3)
CHF 763,071,255 (nominal value) divided in 152,614,251 fully paid registered shares with nominal value of CHF 5 each

Capital range (Article 3^ter)
The Board of Directors shall be authorized within the capital range of CHF 617,762,245(lower limit) to CHF 844,754,760 (upper limit) to increase the share capital in an amount not to exceed CHF 81,683,505 through the issuance of up to 16,336,701 fully paid registered shares with a nominal value of CHF 5.- per share by not later than August 31, 2024. 

Conditional share capital (Article 3^bis)
CHF 34,937,935 (nominal value) divided in 6,987,587 to be fully paid registered shares with nominal value of CHF 5 each.

Conditional share capital 2 (Article 3^quater) 
CHF 226,992,515 (nominal value) divided in 45,398,503 to be fully paid registered shares with nominal value of CHF 5 each. Capital increases pursuant this conditional capital 2 and the capital range (see above) may, in the aggregate, not to exceed CHF 226,992,515 corresponding to 45,398,503 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 are available on the website of SIX Exchange Regulation at:

https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html#/

Unsponsored American Depositary Receipts

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