Committed to openness and transparency
Dufry is committed to good Corporate Governance, Openness and Transparency for the benefit of shareholders, customers, business partners and employees. In this section you can find all the information relating to the structure of the company, how it is run and governed, and how this is regulated.
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.
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.
Listed company as of July 24, 2023
Dufry AG, Brunngässlein 12, 4052 Basel, Switzerland
(hereinafter “Dufry AG” or the “Company”)
Registered shares: SIX Swiss Exchange
Market Capitalization based on shares issued
CHF 6,321,929,796 as of July 24, 2023 (based on 150,522,138 ordinary shares)
Percentage of shares held by Dufry AG
Around 1.5 % of Dufry AG share capital as of July 24, 2023
ISIN-Code CH0023405456, Swiss Security-No. 2340545, Ticker Symbol DUFN
As of July 24, 2023, the Company’s capital structure is as follows:
Ordinary share capital (Article 3)
CHF 752,610,690 (nominal value) divided in 150,522,138 fully paid registered shares with nominal value of CHF 5 each
Capital range (Article 3ter)
The Board of Directors shall be authorized within the capital range 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 3bis)
CHF 45,398,500 (nominal value) divided in 9,079,700 to be fully paid registered shares with nominal value of CHF 5 each.
Conditional share capital 2 (Article 3quater)
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.
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:
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.
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More about Dufry
Learn more about the Dufry group in more depth.