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, 2020 (if not specifically mentioned otherwise).

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 1,620 contacts with shareholders and investors combining personal meetings, video conferences, calls and emails in 2020.

In 2020, the COVID-19 pandemic had an impact on the organization and conduct of the Ordinary General Meeting and the Extraordinary General Meeting of Shareholders, as well as on the physical attendance of members of the Board of Directors during their meetings and during meetings of the different Committees. The specific details of the impact that this extraordinary pandemic situation in 2020 had on the usual organization are explained in detail in the respective sections.

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, 2020

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 4,461,055,446 as of December 31, 2020

Percentage of shares held by Dufry AG
0.014 % of Dufry AG share capital as of December 31, 2020

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

Capital Structure

As of April 19, 2021, 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 nominal value of CHF 5 each

Conditional share capital
CHF 10,833,375 (nominal value) divided in 2,166,675 to be fully paid registered shares with 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 2020 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.

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