Dufry AG
Annual Report 2021

Plain-text annual report

1 ESG ENGAGEMENT DUFRY DEFINES SBTI BASED EMISSION REDUCTION TARGETS AND IMPLEMENTS SEVERAL NEW ESG INITIATIVES Discover the full story in the ESG Report 2 1 Management ReportDUFRY ANNUAL REPORT 2021ANNUAL REPORT 2021 CONTENT 1 MANAGEMENT REPORT Dufry at a Glance 4 – 5 Highlights 2021 6 – 7 Message from the Chairman of the Board of Directors 8 – 11 Statement from the Chief Executive Officer 12 – 16 Organizational Structure 17 Board of Directors 18 – 19 Global Executive Committee 20 – 21 Dufry Investment Case 22 – 23 Dufry Strategy 24 – 72 Dufry Regions 42 – 57 2 SUSTAINABILITY REPORT ESG Report 73 -109 Community Engagement 110 - 116 Sustainability Report 2021 Annex 282 ff GRI Content Index 2021 282 ff UN Global Compact Communication Progress Report 282 ff 3 FINANCIAL REPORT Report from the Chief Financial Officer 118 – 123 Financial Statements 125 – 230 Consolidated Financial Statements 126 – 215 Financial Statements Dufry AG 216 – 230 Alternative Performance Measures 231 – 234 4 GOVERNANCE REPORT Corporate Governance 235 – 259 Remuneration Report 260 – 277 Information for Investors and Media 280 – 281 Address Details of Headquarters 281 3 1 Management Report DUFRY ANNUAL REPORT 2021 DUFRY AT A GLANCE TURNOVER IN MILLIONS OF CHF 9,000 8,400 7,800 7,200 6,600 6,000 5,400 4,800 4,200 3,600 3,000 2,400 1,800 1,200 600 0 2017 2018 2019 2020 2021 GROSS PROFIT IN MILLIONS OF CHF 2017 2018 2019 2020 2021 5,200 4,800 4,400 4,000 3,600 3,200 2,800 2,400 2,000 1,600 1,200 800 400 0 4 4 % BORDERS, DOWNTOWN AND HOTEL SHOPS MARGIN EQUITY FREE CASH FLOW IN MILLIONS OF CHF 65 % 500 64 % 63 % 62 % 61 % 60 % 59 % 58 % 57 % 56 % 55 % 54 % 53 % 52 % 250 0 – 200 – 300 – 1,000 2017 2018 2019 2020 2021 1 Management ReportDUFRY ANNUAL REPORT 2021 NET SALES BY PRODUCT CATEGORY 2021 2 % LITERATURE AND PUBLICATIONS 3 % ELECTRONICS 6 % OTHER 31 % PERFUMES AND COSMETICS 8 % LUXURY GOODS 11 % TOBACCO GOODS NET SALES BY REGION 2021 8 % GLOBAL DISTRIBUTION CENTERS 17 % WINE AND SPIRITS 22 % FOOD, CONFECTIONERY AND CATERING 45 % AMERICAS 45 % EUROPE, MIDDLE EAST AND AFRICA (EMEA) 2 % ASIA PACIFIC NET SALES BY CHANNEL 2021 NET SALES BY MARKET SECTOR 2021 4 % BORDERS, DOWNTOWN AND HOTEL SHOPS 2 % CRUISE LINERS AND SEAPORTS 10 % RAILWAY STATIONS AND OTHER 52 % DUTY-PAID 84 % AIRPORTS 48 % DUTY-FREE 5 1 Management ReportDUFRY ANNUAL REPORT 20211 Management Report DUFRY ANNUAL REPORT 2021 HIGHLIGHTS 2021 STRONG CASH CONVERSION Dufry significantly over-achieved its EFCF expectation and targets for FY 2021, reaching levels similar to 2019 in the second half of 2021 already despite lower turnover levels, and with this proves its strong cash conversion capability going forward. TOTAL SAVINGS OF CHF 1,919.7 MILLION REACHED Dufry realized CHF 1,919.7 of total savings in MAG reliefs, PEX and other expenses during the 2021 business year, compared to 2019. CHF 2,243.9 MILLION LIQUIDITY POSITION As of December 31, 2021, Dufry had a reassuring liquidity position of CHF 2,243.9 million. FINANCIAL POSITION CONSIDERABLY STRENGHTENED In 2021, Dufry has considerably strengthened its financial position through a comprehensive refinancing of CHF 1.619.9 million. The company has no major maturities before 2024, and features a weighted average maturity profile of 3.9 years. 6 1 Management ReportDUFRY ANNUAL REPORT 2021DUFRY DEFINES CO2 EMISSION REDUCTION TARGETS Dufry has defined SBTi-based CO2 emission reduction targets and will become climate neutral for scopes 1+2 by 2025. Scope 3 emissions to be considerably reduced as well; (full details on pages 87 – 92). CONCESSION PORTFOLIO EXTENDED WITH SEVERAL NEW CONTRACTS Dufry has successfully strengthened its concession portfolio with important new contracts such as among others the ten-year contract at Martinique International Airport, and the five-year concession at Cayenne International Airport. DUFRY LAUNCHES SUSTAINABLE PRODUCT IDENTIFICATION SYSTEM To help customers shop considerately, Dufry has launched its sustainable product identification initiative across 171 shops in 128 airports globally. HUDSON NONSTOP PROVIDES CUSTOMERS WITH CONTACTLESS SHOPPING EXPERIENCE The new shop format Hudson Nonstop combines Hudson’s proven shopping experience with Amazon’s Just Walk Out technology. Customer’s just tap their credit cards, pick-up their favorite products and exit the shop without queuing at the tills. 7 1 Management ReportDUFRY ANNUAL REPORT 2021MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS DEAR SHARE- HOLDERS The 2021 business environment for travel retail im- proved compared to the previous year, which will be remembered as the most difficult one seen in our in- dustry. The initiatives we began implementing in 2020: reorganization of the company, cost control, financ- ing, cash generation and collaboration with suppliers and landlords, proved their efficacy throughout 2021 and generated positive results. We saw a steady recovery of travel, which varied sig- nificantly depending on regional lifting of restrictions and the type of travel – domestic or international. While markets such as the United States, the intrare- gional destinations in Central America, the Caribbean, and some European countries increased flight fre- quencies starting in the second quarter, other geogra- phies and transcontinental connections took longer to reopen and mostly resumed in the second half of the year. Acceleration of organic growth. With respect to our operational performance in 2021, our turnover reached CHF 3,915.4 million, resulting in a considerable improvement in organic growth, which came in at 53.2 % as compared to – 69.6 % in the previ- ous year. Our focus on adapting the organization to new business requirements continues and we have progressed well, implementing defined structural ad- aptations, whilst closely monitoring costs at all levels. With these measures in place, we overachieved our earlier cost saving target, originally estimated to reach CHF 970.0 million but which ultimately came in at CHF 1,919.7 million at year-end. Adjusted net profit reached CHF 23.4 million, resulting in an Adjusted EPS ¹ For a glossary of financial terms and key performance indicators please see page 231 of this Annual Report. 8 of CHF 0.27. Sales acceleration and tight cost manage- ment resulted in positive cash generation from May through October and an overall solid liquidity position at the end of the year amounting to CHF 2,243.9 million. Dufry to reach climate neutrality for scopes 1+2 by 2025. In 2021 we raised the bar with our ESG engagement. By defining CO2 emission reduction targets for our whole value chain and evolving our diversity & inclusion strat- egy, we have made important steps to anchor a sus- tainability culture within the company. Our initiatives with defined targets continued our positive ESG tra- jectory over recent years: the implementation of in- ternationally recognized reporting standards, clearly defining our ESG strategy, becoming a signatory mem- ber of UN Global Compact and adopting formal com- mitments for human rights, environment, labor and anti-corruption. 2021 marks the year in which Dufry defines Science- Based Targets (SBT) to reach climate neutrality for scopes 1+2 as well as to considerably reduce carbon intensity within scope 3. This is probably the most im- portant milestone achieved in the year under review within our ESG engagement initiatives. We made im- provements in all four of our focus areas – Customer Focus, Protecting Environment, Employee Experience and Trusted Partner – and I invite you to visit pages 73 – 109 of this report to discover detailed information on the progress made. 1 Management ReportDUFRY ANNUAL REPORT 2021In 2021, Dufry further optimized company reorgani- zation, consolidated cost control, built financial resilience, and evolved ESG across all four areas of focus. Juan Carlos Torres Carretero 9 1 Management ReportDUFRY ANNUAL REPORT 20212,300 Dufry is a real global player operating over 2,300 shops throughout all six continents. In the first and the second quarters of 2021, we initi- ated the early refinancing process of the 2023 matur- ities through a mixed portfolio of financial instru- ments. In parallel, we have extended the maturities for the remaining term loans to 2024 and achieved an ex- tension of the covenant holiday until June 2023. The refinancing includes CHF 500 million new convertible bonds due 2026 and the early conversion of the exist- ing CHF 350 million 2023 convertible bonds. Addition- ally, Dufry priced EUR 725 million Senior Notes due 2028 and CHF 300 million Senior Notes due 2026. These transactions with lending banks and bondhold- ers underpinned the strong support from new and ex- isting shareholders that we experienced last year. The total proceeds of all combined 2021 financial transac- tions amounted to CHF 1,619.9 million. Ongoing strong support by share- holders, bondholders, and lending banks. As per December 31, 2021 Dufry’s market capitaliza- tion stood at CHF 4.099 billion. In line with the recov- ery of travel and vaccination levels, Dufry shares saw a strong recovery in the first quarter peaking at CHF 68.24 in March. Then, impacted by the increase of infection levels as of September, the share price ad- justed downwards and then flattened, and closed the year at CHF 45.15. The average daily trading volume on all platforms was CHF 61.2 million, confirming the good liquidity of our shares. The SIX Swiss Exchange remains an important trading platform, where the average daily volume of Dufry shares reached CHF 28.8 million in 2021. Dufry’s trading volumes are mainly concentrated at the SIX 46 % and BATS Chi-X OTC 47 % platforms. As is our tradition, we have maintained a continuous dialogue with our shareholders and the financial com- munity through over 1,700 contacts on roadshow or conference meetings, calls and emails – unfortunately, still mostly virtual – but we resumed in person meet- ings and physically attended conferences as of the second semester 2021. At the General Meeting of Shareholders 2021, we wel- comed two new independent members to the Board of Directors – Ms Eugenia M. Ulasewicz and Mr Joaquín Moya-Angeler Cabrera. They will contribute to Dufry’s development with their wealth of experience earned through participation on several board committees of listed and private companies, as well as academic and nonprofit organizations. Claire Chiang, who had been a Board Member since 2016, decided not to stand for re-election. I thank Ms Chiang for her valuable contri- butions to Dufry, wishing her all the best for her future endeavors. We took into consideration shareholder feedback with respect to the 2020 Remuneration Report and have actively engaged with the financial community. In this context, we reached out to investors and proxy advi- sors to understand and address their concerns. Sub- sequently, we implemented several changes in our short- and long-term incentive plans, which are re- flected in this year’s Remuneration Report. Regarding the 2022 General Meeting of Shareholders, the Board of Directors resolved to propose suspend- ing the dividend payment for the business year 2021. This allows us to focus on protecting our liquidity and further strengthening the company’s financial posi- tion. The Board of Directors will consider re-initiation of dividend payments in line with the recovery. In ad- dition, we expect attractive shareholder value gener- ation opportunities to arise in the short- and medium- term and will thoroughly assess any investment from a value accretion perspective once the business starts to recover sustainably. 10 1 Management ReportDUFRY ANNUAL REPORT 2021at Dufry from 2004 to 2015, he can build on his know- how of our company and the specificities of travel retail, and rely on the additional wealth of experience gained by leading for several years, as CEO of gate- group, a global player of an adjacent industry thus get- ting to know well the airline and airport industries. Xavier is familiar with the expectations of the financial markets and our stakeholders and has the necessary skills and attributes to further evolve our growth strategy. We wish Xavier Rossinyol lots of success as new Dufry Chief Executive Officer. A grateful “Thank You” is due to all our employees and management teams, for once again proving their ded- ication and support. It was through their immense commitment and hard work that the company achieved our main targets. We also want to pay our respects to the colleagues we have lost and to their families, all of whom are very much in our thoughts. We continually review our efforts to provide customers and employ- ees with safe shopping and working environments and wish our colleagues who have suffered from the virus a swift and full recovery. In this second year of travel disruption, the excep- tional support from our landlords and suppliers, with whom we closely collaborated to find mutually viable solutions, solidified partnerships. We appreciate their willingness to work jointly to overcome the crisis. The ongoing trust of our business partners, sharehold- ers and bondholders, reinvigorated our long-standing relationships and fostered our common vision of Dufry as a WorldClass.WorldWide company. Sincerely, Juan Carlos Torres Carretero Our community engagement programs around the world continued to support and assist communities in markets in which we operate. It is now the 12th year that we have contributed to the funding of SOS Children’s Villages initiatives in Brazil, Mexico and Kenya. This year, when children and families really needed extra support, we asked our customers to join our efforts by purchasing our Captain Dufry plush bear, the prof- its of which were donated to SOS Children’s Villages. In 2021, we and our employees were also involved in community projects in many other parts of the world such as Senegal, Greece, the United Kingdom, Swit- zerland, the United States, Canada and Spain. Supporting communities in need. We are confident that progress to recovery will con- tinue in 2022, driven by strong leadership and dedi- cated teams. Despite the unknowns, we can count on improving trends in terms of increasing vaccination rates, lifted travel restrictions and the valuable les- sons learned while managing the current challenges. Our priorities are continued cost controls and safe- guarding the liquidity of the company, but we will accelerate sales and seize opportunities to develop our company further. As disclosed on February 21, 2022, Julian Diaz will step down from his functions as Chief Executive Officer and will not stand for reelection as Member of the Dufry Board of Directors at the AGM 2022. During his tenure, which started in 2004, Julian successfully executed the company’s global expansion strategy of profitable and sustainable growth and earned the respect of the travel retail industry. Through a combination of organic growth as well as several transformational acquisi- tions, Dufry became the leading player and the only truly global travel retailer of the industry. Julian has been the driving force of the Group’s development and reliably steered the company on its remarkable path. Personally, in the name of the Board of Directors and on behalf of the whole company, I express our grati- tude to Julian Diaz for his outstanding dedication and the extraordinary contributions he made to the bene- fit of Dufry and all its stakeholders during his success- ful career in the company. Our best wishes for good health, happiness and further satisfactions accom- pany him for his future endeavors. I am very pleased that we could appoint Xavier Rossinyol as new and experienced CEO who will further develop our company as of June 1, 2022. Following his first stay 11 1 Management ReportDUFRY ANNUAL REPORT 20211 Management Report DUFRY ANNUAL REPORT 2021 STATEMENT OF THE CHIEF EXECUTIVE OFFICER DEAR ALL The 2021 business year has again been demanding for all our teams and colleagues, and they have responded to the challenges with remarkable dedication and en- gagement to support the company. In an environment of gradual recovery for the industry and with travel resuming at different speeds in individual countries and regions, Dufry has continued to flexibly adapt its ways of working to the ever-changing requirements. The strong motivation of our teams has allowed us to successfully implement our shop-by-shop reopening strategy and to reach a level of 80 % of shops opened at the end of the year, representing a potential sales capacity of 88 % as compared to 2019. Supported by the resilient willingness of our custom- ers to travel and their ongoing propensity to visit our stores, our turnover saw a reassuring acceleration through the course of the year and amounted to CHF 3,915.4 million in 2021 versus CHF 2,561.1 million in 2020, equal to an increase of 52.9 %. Accordingly, or- ganic growth improved as well and reached 53.2 % in 2021 as compared to – 69.6 % in 2020. Strong cash flow generation and solid liquidity position Since May 2021, Dufry has been generating positive cash flows, supported by the acceleration of the busi- ness, as well as the ongoing focus on cost manage- ment. Having implemented the initiatives already de- fined in 2020, such as negotiating MAG reliefs and tightly controlling personnel and other expenses, and continuously applying these in 2021 as well, has al- lowed us to overachieve the expected levels that were defined in early 2021 and to save CHF 1,919.7 million in total. Altogether, this resulted in a remarkable equity free cash flow (ECFC) generation in Q3 2021, which amounted to CHF 253.7 million and reached similar lev- els as in the record third quarter of 2019. The positive ¹ For a glossary of financial terms and key performance indicators please see page 231 of this Annual Report. cash flow generation trend continued throughout the second semester of 2021, reaching similar levels over- all as in 2019 and allowing us to considerably over- achieve our original EFCF target for the full-year 2021. Our equity free cash flow at the end of 2021 amounted to CHF – 33.4 million (2020: CHF – 1,027.3 million). Strong cash flow generation capability confirmed. Through the combination of the comprehensive cost saving and efficiency measures, the reorganization of the company and a first set of financing transactions implemented in 2020 and the several refinancing ini- tiatives executed in the first and second quarters of 2021, we reached a very solid liquidity position at year- end of CHF 2,243.9 million. By using a mixed portfolio of financial instruments, in 2021, we generated total proceeds of CHF 1,619.9 million and we do not have any significant maturities before 2024. This is an important achievement as we confirm our position as a leading and powerful player in the travel retail industry and we are well prepared to continue focusing on further or- ganic growth acceleration in 2022. At the beginning of 2022, Dufry agreed with its lending banks on an extension of the previously agreed cove- nant holiday until and including June 2023. The Sep- tember and December 2023 testing deadlines require a 5.0x net debt / adjusted operating cash flow before the company will return to its 4.5x net debt / adjusted operating cash flow threshold in 2024. Driving sales through new openings and refurbishments Amongst the several refurbishment and new openings in 2021, the highlights worth mentioning were the Rio 12 Throughout 2021, we have seen a con- siderable accelera- tion of our opera- tional performance supported by our shop reopening strategy as well as the ongoing imple- mentation of effi- ciency measures and tight collabora- tion with landlords and suppliers. Julián Díaz González 13 1 Management ReportDUFRY ANNUAL REPORT 2021470,000 m2 Dufry operates close to 470,000 m2 of retail space. Galeão Dufry Shopping Megastore (BR), several shops at Pulkovo Airport in St. Petersburg (RU), the exten- sive redesign at Milano Linate International Airport (IT) and the completely renewed Brookstone shop concept in the US. With the opening of the Group’s first full- seated restaurant concept “Plum Market” at Dallas Fort Worth International Airport, we have not only en- hanced our airport F & B footprint in the US, but also underpinned once again our diversification strategy aiming at developing alternative channels within the travel retail sector. New openings driving sales. At the very beginning of the year we started with the opening of the Global Duty Free Plaza at the Mova Mall in Hainan, where we collaborate with Alibaba and Hainan Development Holdings to offer customers a compre- hensive assortment of around 200 renowned global brands in an attractive shopping environment, which in its final form will cover close to 39,000 m2 of retail space. This is globally the largest single shop location with Dufry participation and offers customers an ex- tensive array of online services tailored to the habits of the mainly Chinese audience. In total, Dufry opened 9,797 m2 of new shops and refurbished 19.243 m2 of sales space, corresponding to 2 % and 4 % of our total space respectively. Extended shop digitization & automation Besides further extending the reach of our existing on- line customer services, such as Reserve & Collect and Red By Dufry – now available in 48 countries and 239 locations respectively –, in the US we have launched the new Hudson Nonstop shop concept. It allows cus- tomers to enter the shop by just tapping their credit card, chose from a selection of the traditional travel convenience product assortment and leave the shop 14 without going to the till and without any human inter- action. Increased shop digitization. Hudson Nonstop uses Amazon’s Just Walk Out tech- nology, which is currently in operation at Chicago Mid- way International Airport and at Dallas Love Field Air- port. In 2021, we have also accelerated the deployment of self-check-out tills, which have been well received by our international customer base in 5 countries with over 100 units in operation across 31 shops. Both new developments are testimony to our ongoing focus to drive the company’s digitalization to simplify pro- cesses and generate efficiencies. Ongoing footprint expansion. Securing business resilience through new concessions and contract extensions In 2021, we also succeeded in winning several attrac- tive new concessions and expanding important con- tracts across all our regions, thus adding solid con- tributors to the resilience of the business. Amongst the most important new wins are: the contract at Teesside International Airport (UK) for twelve years, further consolidating our footprint in the UK; the new concessions at Martinique Aimé Césaire International Airport for ten years and at Cayenne Felix Eboué In- ternational Airport in French Guiana for five years; the new wins at Sangster International Airport in Montego Bay, Jamaica, for five years and six years for the duty- free and the duty-paid concessions respectively, as well as at Salgado Filho International Airport in Porto Alegre (BR) for six years. Extensions of existing con- 1 Management ReportDUFRY ANNUAL REPORT 2021tracts have been awarded at Santiago International Airport, the second largest hub for the Dominican Re- public, for ten years; at Cardiff Airport (UK) for 12 years and in Cambodia covering the airports of Phnom Penh, Siem Reap and Sihanoukville for five and a half years. At the end of 2021, Dufry’s pipeline included projects covering 38,700 m2 of potential additional re- tail space. Listening to customers to anticipate new expectations Throughout 2021, Dufry has continued with its inten- sive market research to directly assess and identify any potential new customer behavior or expectations as a key instrument to drive sales. One of the findings identified, was the increased interest in the availabil- ity of sustainable products, which we have satisfied with our sustainable product identification initiative described below. Customer insights are reassuring for business resilience. Our regular customer surveys have also provided valuable and reassuring insights underpinning the re- silience of the business. Above all is the confirmed willingness of customers to continue to travel as soon as restrictions are lifted, which is a reassuring indica- tion for the industry’s recovery and which has been further confirmed by the increased bookings and flights made as the year has progressed. This has also included increasing business travel and the first re- opening of cruises. Another important indication is the confirmation of the fundamental trends towards ex- periences, exclusive items, novelties, gifts and local products, alongside customers’ ongoing interest in finding great deals through attractive discounts. In this context as compared to 2019 gifting has confirmed its importance as buying reason, while an increasing num- ber of shoppers perceive the savings potential of our offers. mitted suppliers by 2027 and reduce carbon footprint of our upstream logistics by 28 % until 2030. Besides implementing these major milestones to protect the environment, we have also launched our new sustain- able product identification initiative across 128 air- ports and 171 shops globally helping our customers to shop considerately. We have also further evolved the substitution of plastic bags by introducing biodegrad- able alternatives, mainly paper in 15 countries. Important ESG milestones implemented. From a more internal perspective, we have also evolved our diversity & inclusion engagement, setting up a D & I Committee and performing a dedicated D & I survey to learn more about and listen to the feedback of our em- ployees. With its global reach and covering over 70 % of our staff, the survey provides representative find- ings on our employee’s perspectives and highlights ar- eas where we can improve further. In the context of providing equal opportunities to all our employees without any form of discrimination, we have also suc- ceeded in obtaining the recertification of the Equal Salary Certification in Switzerland, which we first achieved in 2019. For a detailed view of all our ESG achievements in 2021, please refer to the ESG Report on pages 73 – 109. Encouraging outlook for business recovery and resilience The acceleration of passenger traffic, the increased sales levels – also supported by higher spend-per-pas- senger compared to before the pandemic – and the in- creasing vaccination levels are encouraging signs for the ongoing recovery of the industry and our business performance. While during the recent winter months, some countries had to temporarily raise regulation levels to protect health and safety, the overall trends to ease cross-country and domestic air travel contin- ued and were gradually extended. ESG strategy implementation considerably accelerated As previously announced, in 2021 we have defined sci- ence-based-targets (SBT) to achieve climate neutral- ity by 2025 for scopes 1+2 and to considerably reduce carbon footprint of our scope 3 emissions by cooper- ating with our suppliers and logistic partners. In de- tail, for scope 3 we will engage with suppliers to cover 50 % of our product procurement through SBT com- With the successful re-financing measures imple- mented in 2021, the consolidation of our company or- ganization and the further enhanced financial and managerial flexibility to engage in strategically rele- vant initiatives and growth opportunities, Dufry is well positioned to drive recovery and accelerate growth going forward. Furthermore, market research con- ducted by the company throughout 2021, confirms the propensity of customers to travel and their confi- 15 1 Management ReportDUFRY ANNUAL REPORT 2021dence and willingness to shop, be it in duty-free or duty-paid travel areas. Combined with the secular passenger growth, these are reassuring indications for the fundamental resilience of the travel retail in- dustry and the company. Last, but not least, I thank our Board of Directors and our shareholders and bondholders for their ongoing support, trust and contributions in making Dufry even more WorldClass.WorldWide. Best regards, Julián Díaz González As communicated on February 21, 2022, I will step down as CEO of Dufry as of May, 31, 2022 and I will not stand for reelection to the Board of Directors of Dufry at the AGM 2022. I would like to express my gratitude to all our stakeholders and particularly to the Board of Directors and to all colleagues at Dufry for the support I have received during the past eigh- teen years. Without the strong dedication for execu- tion and tireless commitment of every single em- ployee, we could not have built the leading player of our industry. I am immensely grateful for the oppor- tunity I had to lead and contribute to the development of this great company and I wish the Dufry family a prosperous future. Thank you My first thought is to thank our customers, who have increasingly come back and visited our shops, despite the still demanding travel conditions. They have con- firmed their appreciation of our offerings and have generated remarkable sales and thus directly sup- ported the recovery of the company. The trust we have received from our customers from over 150 na- tionalities that we serve every day is very encourag- ing and motivates us to further refine our product as- sortments and services in order to offer in every single case a most memorable experience. Secondly, I want to repeat my immense gratitude to our employees and management teams for their on- going motivation and dedication and their extraordi- nary efforts in supporting the resilience and the fi- nancial strength of the company, which ultimately has created the solid base on which we can build going for- ward. This impressively demonstrates the strong level of employee engagement and commitment to Dufry. While we are moving on with confidence, we also want to remember the colleagues we have sadly lost and their families, while wishing any colleagues who suf- fered with the virus a swift and full recovery. I also want to thank our suppliers, landlords and busi- ness partners for their continued support in our com- mon challenge to overcome the current situation in a spirit of true partnership. We have clearly seen that the common success of all industry players in travel retail is highly dependent on strong collaboration, which we look forward to continue fostering going forward. 16 1 Management ReportDUFRY ANNUAL REPORT 2021OUR ORGANIZATIONAL STRUCTURE – GLOBAL EXECUTIVE COMMITTEE AS AT DECEMBER 31, 2021 17 1 Management ReportDUFRY ANNUAL REPORT 2021GROUP CHIEF EXECUTIVE OFFICERJulián Díaz GonzálezGLOBAL CHIEF CORPORATE OFFICERLuis MarinCHIEF DIVERSITY & INCLUSION OFFICERSarah BranquinhoCHIEF FINANCIAL OFFICERYves GersterCHIEF COMMERCIAL OFFICERAndrea BelardiniGROUP GENERAL COUNSELPascal C. DuclosCHIEF EXECUTIVE OFFICER OPERATIONSEugenio AndradesJuan Carlos Torres Carretero BOARD OF DIRECTORS MEMBERS Julián Díaz González Mary J. Steele Guilfoile Heekyung Jo Min Jorge Born 1 Management ReportDUFRY ANNUAL REPORT 2021Ranjan Sen Eugenia M. Ulasewicz Steven Tadler Lynda Tyler-Cagni Joaquín Moya-Angeler Cabrera Luis Maroto Camino 19 1 Management Report DUFRY ANNUAL REPORT 2021 Julián Díaz González GLOBAL EXECUTIVE COMMITTEE MEMBERS Luis Marin Yves Gerster Sarah Branquinho Eugenio Andrades Andrea Belardini Pascal C. Duclos 21 1 Management Report DUFRY ANNUAL REPORT 2021 DUFRY’S INVESTMENT CASE GLOBAL MARKET LEADER Close to 20 % market share in airport retail and 11 % market share in travel retail across all channels pre-COVID. 2,300 UNIQUE CUSTOMER ACCESS FOR GLOBAL BRANDS Global player, with over 2,300 shops operated in 66 countries on six continents. Offering global brands a unique market access and window display. COLLABORATING WITH MORE THAN 1,000 SUPPLIERS Travel retail recognized as important channel, translating into attractive margin profile. 22 GLOBALLY DIVERSIFIED AND LONG-TERM CONCESSION PORTFOLIO Most diversified travel retailer with operations on all six continents, covering 66 countries, over 420 locations. Geographic diversification allows Dufry to capture global growth trends of the travel retail industry, which in most cases helps to mitigate potential local events. GLOBAL “PURE PLAY” IN A LONG-TERM GROWING INDUSTRY Company growth driven by both M & A oppor- tunities and organic growth fueled by fundamen- tally increasing passenger numbers and net new concessions. CLEARLY DEFINED ESG STRATEGY Dufry’s ESG strategy defines clear environmental targets to reduce CO2 emissions allowing to reach climate neutrality by 2025 for scopes 1+2, as well as to considerably reduce scope 3 emissions. 6 YEARS Dufry has strong relationships with landlords and airport authorities and is a reliable partner delivering outstanding results for landlords through a vast offering of unique shop concepts and commercial initiatives. 6 years of remaining average concession lifetime, across a highly diversified portfolio. CAPTIVE AND AFFLUENT CUSTOMER BASE ENHANCED THROUGH DIGITALIZATION Travel retail and Dufry benefit from a growing captive customer base with above average spending power. The ongoing digitalization of the business allows to considerably increase customer touchpoints and engagement, thus benefitting customer conversion and spending. STRONG RELATIONSHIPS WITH CAPITAL MARKET Dufry’s shareholders, bondholders and bank partners continued to strongly support the com- pany, with total capital raised through equity-linked investors of ~ CHF 1.9 billion, including convertible bonds issued in 2020 and 2021, as well as through the debt refinancing including CHF 1.1 billion senior notes and loans of CHF 500 million in 2021. GROWTH OPPORTUNITIES IN ASIA AND F & B In 2021, Dufry further extended its Food & Bever- ages operations in the US, adding its first full- service restaurant, among other offerings, while also engaging in growth opportunities in Asia – for example by participating in the Global Duty Free Plaza at the Mova Mall in Hainan’s capital city Haikou. STRONG EQUITY FREE CASH FLOW GENERATION CAPABILITY In 2021, Dufry has – despite the challenging business environment – confirmed its long-term track record of how the low capital intensity of the business allows for strong cash generation and fast deleveraging. The strong cash conversion continues to be supported by the organization and successful implementation of significant structural savings. 23 OUR STRATEGY LONG-TERM SUSTAINABLE AND PROFITABLE GROWTH For a glossary of financial terms and key performance indicators please see page 231 of this Annual Report. Dufry’s strategy focusses on long-term sustainable and profitable growth by building both on organic growth and acquisitions – as documented by the re- markable track-record of the company’s rapid expan- sion in the past 15 years. Implementation of the strat- egy follows an approach of diversification by, among others, geography, channel and customs-regime. This allows to best capitalize on the resilient growth oppor- tunities of the travel retail industry – despite the short- term impact of the COVID-19 pandemic – and to miti- gate business related risks (see Risks & Opportunities in the Sustainability Report 2021 Annex on pages 282ff). In 2019, under normal market conditions, Dufry had a market share of 11 % in travel retail overall, and close to 20 % in airport travel retail, which accounted for 84 % of our business. Creating value for all our stakeholders Dufry clearly focusses its activities on travel retail and aims at best serving the captive customer audience, which is typical for the industry. Travel retail is the melt- ing pot of three very important industries: retail, travel and leisure locations, and represents one of the most important market places for consumer goods brands. Dufry’s expertise and services align the different ex- pectations of our stakeholders and aim at generating value for all our stakeholders. For customers, we create unrivalled shopping experi- ences; for suppliers, we build the marketplace to per- sonally engage with travelers and sell their products to affluent and fast-growing customer groups; for land- lords, we provide commercial know-how to best capi- talize on their travel or leisure locations; for sharehold- ers, we create long-term value through generating cash and profits, and for employees and local communities, we offer job opportunities to support wealth creation. Our customers enjoy memorable shopping experi- ences, which we constantly improve by developing best-in-class retail formats and shops, as well as by implementing innovative cross-channel marketing ini- tiatives and extending our online services, allowing us to increase customer engagement. Our sales repre- sentatives receive travelers with a friendly smile, in- troduce them to the world of travel retail and provide them with detailed product information – increasingly supported by digital technology. Listening to customers to evolve shopping experiences. Demographics play a big role in our business and changes in customer profiles and preferences can oc- cur rapidly. For this reason, Dufry sets high priority on consumer intelligence, extrapolated from internal op- erational information, regular customer field surveys and external research. This permanent listening to customers is the base to continuously fine-tune our offering, not only matching but exceeding expecta- tions of our clients. In 2021, Dufry has considerably in- creased its customer dialogue with dedicated surveys and as one of the results has introduced the «sustain- able product identification initiative», which helps cus- tomers to find the most sustainable offers in our broad assortments (see page 83 for a more detailed descrip- tion). Besides offering customers great promotions, novel- ties and exclusive products they are always looking for, an unparalleled sense of place is, for Dufry, a key ele- ment of an attractive customer shopping experience. This includes local product offerings, as customers 24 1 Management ReportDUFRY ANNUAL REPORT 2021love to complete their travel experience by bringing home memories, as well as internationally recognized brands that are well known and much liked. Our shops combine the famous assortments of global brands and high-quality products with a special local touch, which differentiates our shops worldwide and wherever they may be – at airports, seaports, ships, railway stations as well as in downtown or border locations – and irre- spective of whether they are duty-free or duty-paid. For an overview of our main retail concepts please re- fer to pages 30 – 41 of this report. For suppliers we offer access to the largest footprint in the resiliently attractive travel retail channel, through more than 2,300 of our shops in over 420 lo- cations in 66 countries, further supported by our growing number of digital platforms. Our shops offer suppliers an unrivalled worldwide opportunity to pro- mote their brands and products, reaching an affluent consumer segment and allowing them to purchase their products at our various locations and travel re- tail online channels. In recent years, we have seen an increasing impor- tance in novelties, exclusive products and limited edi- tions to attract customers to our shops. In 2021, this long-term trend was complemented by the interest in sustainable products and was reconfirmed despite some short-term category shifts towards conve- nience products during the recovery phase, which saw faster acceleration within domestic and intra-regional travel. Dufry traditionally works closely with brands to offer customers a unique product selection and brand experiences, which make the channel even more attractive. Novelties, sustainable products and exclusivities. Landlords are interested in generating the highest productivity and maximizing their revenues from their retail spaces. To this purpose, Dufry offers them a full range of retail concepts adapted and customized to any specific location, complemented by the most com- prehensive portfolio of global and local brands. Land- lords are thus enabled to offer their travelers attrac- tive commercial spaces and online services, resulting in increased revenues from non-aeronautical sources GLOBAL PRESENCE A full list of locations is available on pages 58 and 59. 25 1 Management ReportDUFRY ANNUAL REPORT 2021and further optimizing their overall business perfor- mance. For shareholders, Dufry offers an attractive invest- ment opportunity to participate in an ever-growing in- dustry and a company focused on profitable growth and strong cash generation. Despite the current chal- lenging business environment, travel retail is a struc- turally resilient industry with a proven track-record of growth. For further information on our equity story as one of the world’s leading global travel retailers, please refer to the section Investors on page 68. Creating value for landlords and share- holders. Diversification maximizes opportunities and mitigates risks Diversification has always been a fundamental element of our strategy as it considerably minimizes risks and offers consistent growth opportunities. In our under- standing, diversification includes aspects such as geographies, market sectors and channels as well as, ever increasingly, also digitalization and online plat- forms. Geographic diversification is the best way to benefit from the ever-growing number of travelers worldwide, as we can leverage the captive audiences in our loca- tions. Our global presence allows us to evaluate thor- oughly the opportunities of new projects in any loca- tion by capitalizing on the expertise of our local teams. Their understanding of the local market characteris- tics forms the foundation for a close collaboration with landlords and other local business partners, to effectively develop new businesses. Our wide geographic footprint in 66 countries and the fine-meshed network of locations and shops is also a unique marketing asset we can offer our brand part- ners. It allows them to engage directly with a growing number of customers and access to any given mature or emerging market. Today, Dufry is not only the global market leader in travel retail, but also by far the most diversified player in the industry. Furthermore, geographic diversification considerably mitigates risks generated by external impacts in sin- gle markets or regions. This has been widely proven in 2021, when we could accelerate the recovery benefit- ting from the early opening of domestic and intra- 26 regional travelling e.g. with flights in the US or within the EU. Furthermore, Dufry has also limited exposure to single contracts, as illustrated by the share of indi- vidual concessions in the Group. With the largest con- cession accounting for less than 4 % of our business, and with the ten biggest representing less than 22 % of 2021 sales. Diversification by channel and sector widens the scope of the company providing access to all kinds of cus- tomer groups and their specific behaviors. In this con- text, being present in train stations, border shops and downtown locations such as hotels, casinos, leisure resorts and shopping plazas or malls as well as in the cruise and ferry businesses represents further poten- tial and growth opportunities. Within the duty-free sector, the airport channel is ex- pected to continue to be the largest and fastest grow- ing part of our business. In a more normalized travel environment, the cruise ship and ferry businesses con- tinue to offer opportunities as well, and first operators are already resuming cruises. Cruise lines offer an at- tractive channel to engage with customers during a longer time period and ferries have been quite resilient even throughout the current crisis. We also have a pos- itive view on the potential of duty-free border shops – currently mostly in South America – and downtown duty-free shopping in selected markets, mainly in Asia, where this type of operation is particularly popular, due to specific local regulations. The most recent example here is our participation in the Global Duty Free Plaza of Haikou’s Mova Mall in Hainan. Diversification is key: by geography, by channel, by sector – and digitally. The duty-paid sector also has considerable develop- ment potential in airports, since the expected growth of domestic passengers – including intra-EU travel – is similar to that for international travelers. All along 2021, this sector has temporarily gained over-propor- tional importance as domestic travel and flying – due to less travel restrictions – has picked up faster in the recovery phase than international travel. What makes this sector also interesting is the even higher fragmen- tation than duty-free, thus offering attractive new ex- pansion opportunities. 1 Management ReportDUFRY ANNUAL REPORT 2021 Following the opening of the ANECDOTE concept store at The Circle of Zurich Airport in late 2020, the new- est retail format launched by Dufry Group in 2021 is “Hudson Evolve”. Evolve blends the specialty brand ex- perience with the accessibility of travel essentials and convenience products to create an immersive, cus- tomer-centric shopping destination featuring a selec- tion of national and global brands. The first Evolve store is located at the Nashville International Airport. Dufry also continues to expand its successful duty- paid retail concepts, Hudson and Dufry Shopping which are already implemented in several markets and have potential for further deployment (see also sec- tion Retail Concepts on pages 30 – 41 of this report). crease efficiency of internal processes and proce- dures. From an organizational perspective, digitaliza- tion paves the way for implementing new working methods and shorten time-to-market and decision- making processes. Equally, it opens new opportunities from a customer facing standpoint allowing to consid- erably increase customer contact-points cross-chan- nel, cross-geographies and cross-sector by interact- ing with customers from when they plan their trip to the moment when they return home. The collabora- tion with Alibaba, among other partners, announced in early 2021 will further accelerate our digital initia- tives and shows how these types of partnerships will shape the future of travel retail. Worth mentioning with respect to channel diversifica- tion is the ongoing expansion of our airport food & bev- erage business in our North American operation. The most recent development of this strategy already pur- sued over the past few years is the opening of the first ever full-service restaurant and bar, “Plum Market” at Dallas Fort Worth International Airport. The 220 m2 restaurant features over 80 seats and offers an open concourse dining experience that includes a desig- nated area for table service, a grab and go marketplace with self-checkout capabilities, and a full-service bar. CO2 emission reduc- tion targets defined. Increased ESG engagement In 2021, Dufry has considerably increased its ESG en- gagement with several initiatives, which are fully aligned and integrated in the company’s strategy. Above all, Dufry has defined SBTi-based (Science Based Targets initiative) CO2 reduction targets allow- ing the company to reach climate neutrality for scopes 1+2 emissions by 2025 and to considerably reduce scope 3 emissions by 2027 and 2030 respectively with dedicated initiatives (see details in the ESG Report on pages 90 – 91). Moreover, the company has executed the re-certification process of the Dufry Supplier Code of Conduct further extending the reach and cov- ering a larger share of its procurement volume (see details in the ESG Report on page 84) and strength- ened its diversity & inclusion program with several ini- tiatives (see ESG Report on pages 96 – 97). Growing digitalization opportunities. Dufry is convinced about the possibilities and oppor- tunities these new technologies offer and has contin- ued evolving and deploying its digital platforms, to en- gage more frequently with customers and to provide them with additional services, with the ultimate goal of driving sales. Testimony to this evolution is among others the launch of the new Hudson Nonstop stores, which combine the signature Hudson shopping expe- rience with Amazon’s Just Walk Out technology. The first two Hudson Nonstop shops, opened at the Dallas Love Field Airport and at the Chicago Midway Interna- tional Airport, allow travelers to enter the store by just inserting or tapping a credit card, to pick up their products and quickly exit avoiding checkout lines. Normally customers come to our stores while they are waiting to board their plane or train, or while they en- joy their stay on a ferry, a cruise liner, in a casino or a hotel. They like strolling through the attractive retail spaces and take away memorable shopping experi- ences. While sales often are generated by impulse de- cisions and / or immediate needs, which protect travel retail from the direct competition of online platforms, we want to attract more customers to our stores and provide a superior customer experience to create ad- ditional value through a more efficient business. Thus, the use of digital and online technology is changing our business in three major areas: how we engage with our customers, how we sell products, and how we organize our processes internally and in the value chain. Evolution of customer-facing and process-oriented digitalization For Dufry, digitalization remains a key strategic focus area to diversify and extend customer engagement, to accelerate online sales, but also to simplify and in- Specifically, this means that we will be further increas- ing personalized digital communication with custom- ers at home, along their whole journey and, particu- larly, when they are at the airports close to our shops. 27 1 Management ReportDUFRY ANNUAL REPORT 2021We are also digitalizing the shops to increase conver- sion rates and to simplify in-store processes, focus- ing on areas such as product consultations, payments, locations-specific promotions etc. Finally, we will fur- ther improve customer service and individualize prod- uct offers for specific customer profiles, based on ad- vanced research and data analytics facilitated by digital tools. In this regard, in 2021, we have both sim- plified our Customer Service online-platform and introduced new services, such as the sustainable product identification initiative (see pages 85 and 83 respectively). Financial discipline focusing on returns Dufry has always fostered a disciplined financial ap- proach to all its projects, be they organic or acquisi- tions. We carefully analyze every project or significant investment with detailed projections and with a focus on minimum return requirements. This includes a care- ful assessment of the initial investment needed to build and set up the stores as well as the cost struc- ture, profitability and cash flow generation of the busi- ness once it is operational and over time. This culture of giving importance to returns and cost control has allowed us to grow our business profitably and cap- ture opportunities in many different markets and in our recent history contributed to safeguard the resil- ience of the company. As part of our financial risk management, we minimize business risks by implementing a highly variable cost structure. These defensive characteristics help to pro- tect the business in case of downturns, which under normal conditions tend to be local and temporary, thus providing a solid and resilient profile. The out- break and spread of the COVID-19 pandemic during the past two years and the company’s ability to react fast with the adaptation of the company and cost structure to the new market challenges, is an impact- ful example and impressively confirms the highly vari- able degree of our cost structure. Confirmed cash flow generation capability. Dufry’s typically strong cash generation capacity is a combination of the company’s usually solid profitabil- ity and the low capital intensity of our business. Pre- pandemic and based on the 2019 business perfor- mance, Dufry would expect to further improve its cash generation capacity in line with top-line growth. Post full recovery and going forward, we are confident that our cash generation capability will continue to be one of the key drivers of our strategy implementation, and will even accelerate based on the structural measures taken. Recent proof of this is the level of Equity Free Cash Flow generated in the third quarter 2021 – which is traditionally the most important quarter and which reached higher levels than in the pre-pandemic years 2017 and 2018 and got very close to the record level of 2019. EFCF for the second half 2021 came in as well at similar levels as in 2019 despite a significantly lower sales level. Organic growth complemented by acquisitions Dufry’s fundamental growth strategy continues to be characterized by a combination of organic growth as well as M & A opportunities. Although, the current COVID-19 pandemic might slightly delay some expan- sion projects from a landlords’ perspective in the short-term, travel retail remains a resilient industry on a mid- to long-term horizon, and we expect to see further growth and partnership opportunities materi- alizing in line with the acceleration of the recovery. Unique advantage of captive audience. With respect to organic growth, the travel retail indus- try has the unique advantage of benefitting from a secular increase of travelers around the world and of- fers the great opportunity to directly engaging with them. This characteristic clearly differentiates travel retail from any other retail channel and will remain valid also post recovery. Therefore, organic growth will continue to be an important driver of Dufry’s develop- ment. We will focus on driving sales through implementing best-in-class shop concepts in duty-free and duty- paid, by further deploying our digital strategy and by evolving the proven marketing and promotional activ- ities we have used and fine-tuned over the years. Be- sides benefitting from additional passengers, we plan to further increase our retail space – be it through ex- pansion in existing locations or by winning new con- tracts in airports and alternative channels and with a specific focus on growth acceleration in Asia. The opening of the Global Duty Free Plaza at the Mova Mall in Hainan’s capital city Haikou and the concession re- newal in Cambodia covering three important interna- tional airports underpin this strategy. Specific to the US market, the scope of alternative channels also in- cludes Food & Beverage shops, as this segment is of great importance for North America and represents a synergy potential for our existing travel retail footprint. 28 1 Management ReportDUFRY ANNUAL REPORT 2021passenger levels by the end of 2023 or at the beginning of 2024. This expectation is based on latest estimates from ACI, IATA, ICAO and Air4Cast. Pre-pandemic, ex- ternal industry specialists such as Air4Cast estimated global passenger numbers to grow by around 4 % per annum, which translates to a potential of over 300 mil- lion new customers for the industry every year. Growth expectations are different per region as is normal in the industry, and Dufry expects to see growth in rela- tion to its respective geographical exposure and pas- senger mix. This underlying growth potential and the related sales impacts can be further increased by de- veloping innovative commercial concepts with land- lords and brands, as well as through Dufry’s own ac- celeration of its digitalization initiatives, driving change in the way travel retail evolves. We believe that being the global market leader also means being at the fore- front of this development. At Dufry, we traditionally maintain a sizeable project pipeline, allowing us to grow our retail space in differ- ent channels, regions and sectors. Dufry currently generates about 48 % of its revenues in duty-free and 52 % in duty-paid operations, with both sectors continuing to offer further, substantial growth opportunities. The current split is influenced by a slightly over proportional weight of duty-paid due to the faster recovery and acceleration of domestic and intra-regional passengers. A return to the tradi- tional higher share of duty-free is to be expected in line with the recovery of transcontinental and inter- national traffic. Long-term passenger growth remains a key driver in travel retail. Travel retail remains a relatively fragmented industry, with the top 10 players controlling just over half of the market and the remaining market consisting of small and medium-sized operators, despite the consolida- tion seen in travel retail over the last years. Along with the recovery of the business, we expect to be able to continue capitalizing on M & A, with a focus on Asia and on F & B or by complementing our presence in other existing markets. The organizational adaptations made at the beginning of 2021 mainly by consolidating the former Northern and Southern American regions into the new region The Americas has well contributed to further simpli- fying our organization and generated the expected ef- ficiencies. Detailed information about The Americas is available on page 52. Strong long-term industry fundamentals despite short-term challenges All along 2021 and across nationalities, passenger be- haviors have been reassuring and have confirmed the long-term propensity and willingness to travel as soon as governmental restrictions were lifted. This is an en- couraging and important indication that the fundamen- tal resilience of travel retail is unchallenged and that the industry maintains its attractiveness as a growing retail channel featuring its own growth dynamics, which are not comparable with high street retail. Whilst visibility on the travel pattern recovery remains low, there is currently a clear trend of recovery across all channels with the expectation of a return to 2019 29 1 Management ReportDUFRY ANNUAL REPORT 2021GENERAL TRAVEL RETAIL SHOPS The general travel retail shop is the most commonly used concept at Dufry, covering the full range of categories, such as per- fumes & cosmetics, food & confectionery, wines & spirits, watches & jewelry, fashion & leather, tobacco goods, souvenirs and electronics and others. General travel retail shops carry a large product assortment and are typically located in central areas with high passenger flow, mostly in airports, but can also be in seaports and other locations. In airports, both departure and arrival areas can be fitted with this shop concept. In the duty- free segment, these shops can be identi- fied by carrying the name of several retail brands in our portfolio, including Dufry, Nuance, World Duty Free, and Hellenic Duty Free among others, or a name combi- nation linking to the specific location, such as Zurich Duty-Free or Stockholm Duty- Free. As of December 31, 2021, Dufry oper- ated 921 general travel retail shops. In 2017, Dufry introduced the new genera- tion store concept, increasing customer communication through digital technology, with the first three stores opened in Madrid (Spain), Melbourne (Australia), and Cancun (Mexico), followed by four in Zurich (Swit- zerland), a second one in Cancun and one in Heathrow T3 (UK) in 2018. In 2019, Dufry added 4 new generation stores: in Buenos Aires (Argentina), Amman (Jordan), Malaga and Alicante (Spain). In 2020 and 2021 the number of highly digitalized shops, which include specific elements of the new gener- ation store, was increased to 50. 30 31 DUFRY SHOPPING Dufry shopping offers domestic passengers a similar shopping experience to the one offered to international travelers in a classic general travel retail duty-free shop, but in a duty-paid environment instead, with a wide assortment of different product categories and including a similar brand variety. In this context, Dufry Shopping fulfills more of a convenience aspect as there are a number of countries where domestic travelers account for the majority of passengers, spe- cifically in large countries such as among others China, the United States and Brazil, where this concept can offer additional potential. The concept was first introduced in Brazil in 2014 and was quickly expanded to 7 other locations in the country. The concept is also present in the United States, with a Dufry Shopping store at Las Vegas McCarran International Airport, and at Malta Inter- national Airport. Further Dufry Shopping stores were opened in 2020 at Newark Liberty International and the Salt Lake City airports in the U.S. as well as at the For- taleza and Odessa airports in Brazil and Russia respectively. In 2021, Dufry opened an additional Dufry Shopping Megastore at its Porto Alegre operation in Brazil as well as a Dufry Shopping at Guadalajara Int. Airport in Mexico. 32 33 BRAND BOUTIQUES Dufry is a partner of choice for global brands to showcase their products in dedicated retail spaces and to mirror their high-street image. To best meet each location’s traveler profile, we design these shops as standalone boutiques or inte- grate them as a shop-in-shop in our general travel retail stores. Brand boutiques exist in both duty-free and duty-paid areas and enhance the traveler’s experience, allowing the creation of an exciting shopping mall environment. As of December 31, 2021, Dufry operated 214 brand boutiques, such as: Armani, Burberry, Bally, Bottega Veneta, Bvlgari, Cartier, Chloe, Coach, Ermenegildo Zegna, Gucci, Hermès, Hugo Boss, Jo Malone London, Lacoste, LaPrairie, Lindt, MAC, MCM, Michael Kors, Montblanc, Omega, Polo Ralph Lauren, Salvatore Ferragamo, Swatch, Swarovski, Tod’s, Tumi, Versace, Victoria’s Secret and others. See also a selection of brands on page 65. 34 35 CONVENIENCE STORES Our convenience stores offer a wide product assortment that passengers may want or need when traveling. The range includes soft drinks, confectionery, pack- aged food, travel accessories, electronics, personal items, souvenirs, newspapers, magazines and books. Within this concept, we use different brands according to the passenger profile and the location. North America is home to most of our conve- nience stores, with more than 684 shops. In addition, we operate 121 Hudson conve- nience stores outside North America. “Hudson” is our most important brand in the convenience segment with strong customer recognition and it is highly valued by pas- sengers. As “The Traveler’s Best Friend”, our goal with Hudson is to provide passengers with anything they may need during their journey. Hudson is a successful, very flexible concept operated at airports within inter- national and domestic areas, as well as in other channels such as railway stations and other transit locations. Hudson shops are carefully designed and facilitate orientation through whimsical, color-coded signage to attract customers’ attention to four distinct selling areas: Media, Marketplace, Essen- tials and Destination. The newest innovation in 2021 is the Hudson Nonstop shop which, leveraging Amazon’s just-walk-out and Amazone One technolo- gies, allows travelers to enter the store with their credit card or through palm recogni- tion, pick up their travel items, eliminating the need to wait in checkout lines or stop- ping to pay in-store. 36 37 SPECIALIZED SHOPS Specialized shops and theme stores are shop concepts that offer products from a variety of different brands, belonging to one specific product category or which convey a sense of place. We often use this concept for products such as watches & jewelry, sunglasses, electronics, spirits, food and destination products, in locations where we see potential for a shop to carry a broad product range relating to one spe- cific theme. These shops can be located in airports, seaports and on-board cruise liners, as well as in hotels or downtown locations. Examples of the shop concept names include “Colombian Emeralds International”, a dedicated watches & jewelry format used in the Caribbean market; “Kids Works” with its wide selection of toys, dolls, games, books and apparel for children and “Tech on the Go”, focusing on the needs of the tech-oriented traveler offering electronics and accessories. Further examples are “Sun Catcher” for sunglasses; “World of Whiskies” and “Tequileria” for a selection of finest single malt or blend whiskies and tequilas; “Master of Time” for luxury watches and jewelries; “Temptation” and “Timebox” for fashion watches and acces- sories; “Sound & Vision” for multi-brand electronics; “Travel Star” for luggage and travel essential products and finally “Atelier”, a women’s leather accessories store. As of December 31, 2021, Dufry operated 509 shops under the Specialized Shops / Theme Stores concept. 38 39 RESERVE & COLLECT Reserve & Collect is available globally in 170 locations across 46 coun- tries and can be accessed through the dedicated website: https:// www.shopdutyfree. com/en/ FORUM BY DUFRY Forum by Dufry can be visited at https://forum.shopdutyfree.com/en and connects brand partners and customers in an aspirational environment and gives access to all Dufry online services. ONLINE CHANNELS & SERVICES Dufry has been connecting its physical stores with digital applications and cus- tomer services for many years and contin- ues to develop new digital touchpoints to engage with customers along the whole travel journey. Starting from when a trip is planned, customers can reserve their most wanted products through Reserve & Collect and just collect their goods and pay at departure or arrival. Our New Generation Stores, welcome travelers in different languages during the day, which are aligned with the flight schedules to suit the respective nationalities, and clearly highlight the latest travel retail exclusives or novelties. Dufry customers benefit globally from attractive and unique airport-specific services through our Red By Dufry customer loyalty program. When approaching airports or other loca- tions where Dufry operates shops, Red By Dufry identifies the customer and sends them the latest updates on the locally avail- able promotions – an easy and convenient way to earn and redeem benefits globally in the Dufry shops or through our partners. Forum by Dufry is the company’s own social media channel, where our brand partners can feature their novelties, special editions and stories related to their products, thus having direct access to their customers. Forum interlinks all Dufry online channels. Increased digital customer experience services and mini-Apps are in use in selected operations in Hainan, where Dufry partici- pates in the Global Duty Free Plaza Stores. They support local shopping behaviors and are integrated in popular Apps such as Alipay and WeChat. Functionality and services offered are in line with local duty- free sales regulations; e.g. the possibility of home-delivery, thus offering a com- prehensive shopping, payment and service experience for online and offline use. 40 RED BY DUFRY The Group’s customer retention program Red By Dufry is implemented in 48 countries covering 239 locations. A complete overview and the respective information is available here: www.redbydufry.com DUFRY MINI APPS Along with the Mini-Apps currently in use at the Global Duty Free Plaza in Hainan for the Chinese customers, Dufry will develop similar applications going forward to support customers in other geogra- phies, offering them easy to use digital and online shopping experiences and customer engage- ment features. 41 EUROPE, MIDDLE EAST AND AFRICA UK & GERMANY GERMANY UNITED KINGDOM SOUTHERN EUROPE ITALY / MALTA PORTUGAL / SPAIN MEDITERRANEAN, EASTERN EUROPE & MIDDLE EAST ARMENIA / BULGARIA / GREECE INDIA / JORDAN / KUWAIT SERBIA / SRI LANKA / TURKEY UKRAINE / UNITED ARAB EMIRATES CENTRAL & NORTH EUROPE, RUSSIA & AFRICA CAPE VERDE / COTE D’IVOIRE / EGYPT FINLAND / FRANCE / GHANA KAZAKHSTAN / KENYA / MOROCCO MOZAMBIQUE / NIGERIA RUSSIA / SWEDEN / SWITZERLAND 42 1 Management ReportDUFRY ANNUAL REPORT 2021 Dufry’s largest region saw reassuring recovery acceleration The largest Dufry region, which includes 32 countries, saw a gradual recovery acceleration over the course of the summer months, which persisted also along the second half of the year. While the recovery was still characterized by a specific country-by-country evo- lution depending on the individual lifting of travel re- strictions, the overall trend of business acceleration and shop opening continued positively. This allowed this region to considerably improve its performance organically representing 39.4 % of 2019 pre-pandemic levels. In 2021, turnover in the region reached CHF 1,723.8 mil- lion as compared to CHF 1,144.5 million in 2020. In de- tail, the region saw good acceleration of the recovery in the Mediterranean headed by Turkey and Greece, while also Eastern Europe, Russia, the Middle East and Africa benefitted from the growing leisure demand and more flexible travel protocols. Similar improve- ment trends were seen in France, Portugal, Italy, Spain and Switzerland, while specifically in the UK the up- take started only in the third quarter along with eased travel protocols. The region continued to expand its footprint with con- cession wins and expansions in existing locations also in 2021 such as the new twelve-year concession con- tract at the Teesside International Airport and the twelve-year extension of the Cardiff International Air- port concession both in the UK. This region also cele- brated the win of the new five-year concession at the Cayenne International Airport in French Guiana. In the region, Dufry opened gross new retail space of 6,048 m2, among others, at the Odessa International Airport (Ukraine) and the Pulkovo Airport in St. Peters- burg (Russia), where besides the opening of new shops, the existing retail area underwent a considerable re- furbishment improving both passenger flows and shopping experience. With respect to refurbishments, the region renewed in total 9,207 m2 of commercial space including the shops of the Linate International Airport operation in Milano, Italy. PORTION OF TURNOVER 2021 TURNOVER (IN MILLIONS OF CHF) KEY REPORTED DATA 2021 GLOBAL DISTRIBUTION CENTERS AMERICAS 45 % EUROPE, MIDDLE EAST AND AFRICA TURNOVER 2021 1,724 4,500 4,434 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0 1,724 1,145 ASIA PACIFIC 2019 2020 2021 NUMBER OF SHOPS 735 SALES AREA IN M² 210,642 EMPLOYEES IN FTE 8,767 43 1 Management ReportDUFRY ANNUAL REPORT 20211 1 1 MANCHESTER Dufry completed a major refurbishment of its main walk-through store at Manchester Airport Terminal 2. 44 3 3 2 ALICANTE | ALICANTE-ELCHE MIGUEL HERNÁNDEZ Dufry transformed the retail space of one of Spain´s major tourism hotspots. 3 MILAN | LINATE Dufry completed the refurbishment of 1,610 m2 of retail space in Milan´s city airport. 2 45 4 6 5 4 BELGRADE | NIKOLA TESLA AIRPORT Dufry has completed a major upgrade of its 876 m2 walk-through store and Kapital F & B outlet, in Belgrade. 5 ANTALYA | ANTALYA AIRPORT Located in Terminal 1 of Antalya, the Kids Store product offer combines toys and confectionery. 6 ST. PETERSBURG | PULKOVO AIRPORT Dufry and RegStaer inaugurated a fully refurbished 2,670 m2 duty-free walk- through store and a 235 m2 KIDS shop at Pulkovo Airport. 46 8 7 7 KOS ISLAND | KOS INT. AIRPORT The totally refurbished space in the Kos Island airport stores reserves its central space to Greek products. 8 BANGALORE | BENGALURU AIRPORT Located at International Arrivals and Departures, Dufry´s stores in Bangalore offer an unparalleled selection of local and global brands. 47 ASIA PACIFIC 48 1 Management ReportDUFRY ANNUAL REPORT 2021AUSTRALIA CAMBODIA CHINA INDONESIA MALAYSIA SINGAPORE SOUTH KOREA Asia-Pacific still largely impacted by travel restrictions Travelling in Asia-Pacific has remained widely impacted throughout the whole year by more severe travel re- striction strategies implemented by most governments in the region. Exceptions were made for some domes- tic travel destinations, such as for example within China and towards Hainan, which however could not provide the needed recovery levels, as Dufry’s business in the region is mainly focused on international travel. Despite the challenging business environment, also this region provided some remarkable steps of footprint expansion and contract extensions. Above all, Dufry could celebrate its participation in the opening of the Global Duty Free Plaza at the Mova Mall in Hainan’s capital city Haikou. The mall complex, expected to be fully completed in early 2022, is the result of the joint- ventures with Alibaba and Hainan Development Hold- ing, and will be the largest single retail area with Dufry participation globally. Once fully operational, it will cover around 39,000 m2 of retail space, of which the vast majority was already opened in 2021. Customers currently enjoy a seamless shopping experience with over 200 renowned global brands covering the full range of the typical duty-free core categories – on completion, the array of brands will be further ex- panded – and can rely on a comprehensive spectrum of online services including home-delivery services. The second highlight was the five-year extension of the concession in Cambodia, which covers the con- tracts at the Phnom Pen, Siem Reap and Sihanoukville airports, which in 2019 welcomed in total 11.6 million passengers. In 2021, turnover in Asia-Pacific amounted to CHF 99.0 million as compared to CHF 160.0 million and organi- cally representing 15.1 % of 2019 pre-pandemic levels. PORTION OF TURNOVER 2021 TURNOVER (IN MILLIONS OF CHF) GLOBAL DISTRIBUTION CENTERS AMERICAS EUROPE, MIDDLE EAST AND AFRICA TURNOVER 2021 99 692 700 600 500 400 300 200 100 0 160 99 2 % ASIA PACIFIC 2019 2020 2021 KEY REPORTED DATA 2021 NUMBER OF SHOPS 60 SALES AREA IN M² 22,994 EMPLOYEES IN FTE 577 49 1 Management ReportDUFRY ANNUAL REPORT 20211 2 1 MACAU | THE PARISIAN MACAO HOTEL Temptation, the renovated 537 m2 beauty store inspired by Parisian nights and the lights of the icon ic Eif fel Tow er. 2 BUSAN | GIMHAE INTERNATIONAL AIRPORT The 640 m2 of retail space in Gimhae Int. Airport cover all main product categories. 50 3 3 HAINAN | GLOBAL DUTY FREE PLAZA AT MOVA HALL Opened in January 2021, the Global Duty Free shop at Mova Hall in Haikou – with 38,920 m2 of retail space – has continued to upgrade its offering in 2021. 3 51 1 Management Report DUFRY ANNUAL REPORT 2021 THE AMERICAS NORTH AMERICA CANADA USA CENTRAL AMERICA & CARIBBEAN CARIBBEAN HONDURAS MEXICO SOUTH AMERICA ARGENTINA BOLIVIA / BRAZIL CHILE / COLOMBIA ECUADOR PERU / URUGUAY 52 The newly defined region features the highest recovery levels At the beginning of 2021 and in the context of the sim- plification of the Group’s organizational structure, Dufry combined the two former regions North Amer- ica and Central and South America into The Americas, thus creating the second largest business unit of the company. This important structural improvement was facilitated by the full-integration of the Hudson busi- ness after its delisting in December 2020 and is in alignment with the centralized logistics platforms, regional operations and decision-making processes. In 2021, The Americas showed the fastest recovery pattern of the Group driven by the early resumption of travel and the pickup of domestic and intraregional flights within the US as well as towards Mexican and other Central American and Caribbean destinations. In the fourth quarter we also saw the recovery start- ing in Brazil and Argentina along with the reopening of the US and Canada for transcontinental flights from Europe and elsewhere. Exception is still made for the cruise business, which just started to reopen first des- tinations towards the end of the year. Benefitting from the overall more favorable travel pro- tocols, the region featured a considerable improve- ment and reported a turnover of CHF 1,728.5 million (2020: CHF 1,141.7 million) organically representing 53.71 % of 2019 pre-pandemic levels. The region runs operations in 206 locations across 27 countries cover- ing a retail space of 235,994 m2 across some of the World’s most iconic travel and tourism destinations. As a region, The Americas is also characterized by the large variety of shops concepts offered within both duty-free and duty-paid environments and several air- port F & B formats completing the portfolio. From a business development perspective, new con- cession contracts were won at the Santiago Interna- tional Airport in the Dominican Republic, with a ten- year contract, while the new six-year concession at the Salgado Filho International Airport in Porto Alegre further strengthens Dufry’s strong presence in Brazil. The win of new concessions was completed with a five- year duty-free and a six-year duty-paid contract at the Sangster International Airport at Montego Bay in Jamaica. Worth mentioning are also the openings of the Dufry Shopping Megastore in Porto Alegre (BR), the six stores at the Virgin Hotels in Las Vegas as well as the new concepts of the Hudson fully-digitalized Non- stop stores at the Chicago Midway International air- port and at the Dallas Love Field Airport. As a premiere, Hudson also launched its first full-seated restaurant concept “Plum Market” at Dallas Fort Worth Interna- tional Airport. In total, the region added 3,750 m2 of new retail space and refurbished 10,036 m2 of existing sales areas. PORTION OF TURNOVER 2021 TURNOVER (IN MILLIONS OF CHF) KEY REPORTED DATA 2021 GLOBAL DISTRIBUTION CENTERS EUROPE, MIDDLE EAST AND AFRICA 45 % AMERICAS TURNOVER 2021 1,729 3,500 3,472 NUMBER OF SHOPS 1,533 SALES AREA IN M² 235,994 EMPLOYEES IN FTE 1,729 1,472 10,105 3,000 2,500 2,000 1,500 1,000 500 0 ASIA PACIFIC 2019 2020 2021 53 1 Management ReportDUFRY ANNUAL REPORT 20211 1 1 VANCOUVER | VANCOUVER INTERNATIONAL AIRPORT Dufry inaugurated Joe & the Juice´s first Canadian location at Vancouver airport, where Dufry also operates a walkthrough store located in the International Departures area. 54 3 2 2 CHICAGO | CHICAGO MIDWAY INT. AIRPORT With 92 m2, Chicago is the second and largest Hudson Nonstop store featuring Amazon´s Just Walk Out technology. 3 DALLAS | DALLAS LOVE FIELD AIRPORT The first Hudson Nonstop store, located in Dallas, is also equipped with Amazon’s palm recognition service, which permits customers to shop and pay with the palm of their hand. 55 4 4 4 DALLAS | DALLAS FORT WORTH AIRPORT Plum Market, at Dallas Fort Worth, is Dufry´s first-ever full-service restaurant and bar. 56 6 5 5 SALT LAKE CITY | SALT LAKE CITY INT. AIRPORT Dri ven by con sumer ex pe ri ences and trend-led mer chan dis ing, Dufry and M·A·C in au gu rat ed this in no v a tive spe cial ty re tail con cept in Salt Lake City. 6 GUADALAJARA | GUADALAJARA MIGUEL HIDALGO Y COSTILLA INT. AIRPORT Dufry inaugurated its successful duty-paid concept in Guadalajara, Mexico. 57 OVER 420 LOCATIONS WORLDWIDE EUROPE, MIDDLE EAST AND AFRICA Armenia Gyumri Yerevan Bulgaria Burgas Varna Cape Verde Boa Vista Sal Santiago Cote d’Ivoire Abidjan Egypt Cairo Finland Helsinki France Calais Cayenne Fort-de-France Nice Pointe-à-Pitre Toulouse Germany Dusseldorf Ghana Accra Greece Aktio Alexandroupoli Anchialos Araxos Athens Chania Corfu Doirani Evzonoi Heraklion Igoumenitsa Kafalonia Kakavia Kalamata Karlovasi Karpathos Kastanies Kastelorizo Katakolo Kavala Kipoi Kos Krystallopigi Limnos Mertziani Mykonos Mytilini Niki Ormenio Patras Piraeus Promachonas Rhodes Sagiada Samos Santorini 58 Skiathos Symi Thessaloniki Zante India Bangalore Ireland Center Parks Italy Bergamo Florence Genoa Milan Linate Milan Malpensa Naples Piza Verona Jersey Saint Peter Jordan Amman Aqaba Marka Kazakhstan Astana Kenya Nairobi Kuwait Kuwait City Malta Malta Morocco Agadir Casablanca Fez Marrakech Nador Oujda Rabat Tanger Nigeria Lagos Russia Moscow Domodedovo Moscow Sheremetyevo Moscow Vnukovo St. Petersburg Pulkovo Serbia Belgrade Nis Spain Alicante Almeria Asturias Barcelona Bilbao Fuerteventura Gerona Granada Ibiza Jerez La Coruna La Palma (SPC) Lanzarote Las Palmas de Gran Canaria (LPA) Madrid Mahon Malaga Murcia Palma de Mallorca (PMI) Reus Santander Santiago de Compostela Sevilla Tenerife Norte Tenerife Sur Valencia Sri Lanka Colombo Sweden Jönköping Kalmar Karlstad Landvetter Luleå Norrköping Östersund Stockholm Arlanda Stockholm Bromma Sturup Sundsvall Umeå Visby Switzerland Basel-Mulhouse Zurich Turkey Antalya Istanbul Kayseri Ukraine Odessa United Arab Emirates Sharjah United Kingdom Aberdeen Belfast Birmingham Bournemouth Bristol Cardiff Doncaster East Midlands Edinburgh Folkestone Glasgow Airport Glasgow Prestwick Humberside Airport Leeds Liverpool London Gatwick London Heathrow London Luton London Southend London St. Pancras Manchester Newcastle Norwich Robin Hood Doncaster Sheffield Airport Sherwood Forest Center Parks Southampton Stansted Windsor Cruise and Ferry ships Asterion Blue Galaxy Blue Horizon Blue Star I, II Blue Star Delos Blue Star Diagoras Blue Star Naxos Blue Star Paros El Venezielos Elyros Hellenic Spirit Highspeed 4 Kriti Ship Nisos Chios Nisos Mykonos Nisos Rhodes Nisos Samos Olympic Champion Patmos P&O Arcadia P&O Aurora P&O Ventura P&O Queen Elizabeth P&O European Highlander P&O European Causeway P&O Norbay P&O Norbank P&O Pride of Rotterdam P&O Pride of Hull P&O Pride of Burges P&O Pride of York P&O Spirit of Britain P&O Spirit of France P&O Pride of Canterbury P&O Pride of Kent P&O Pride of Burgundy Prevelis Superfast I Superfast II Superfast XI ASIA PACIFIC Australia Canberra Melbourne Perth Cambodia Phnom Penh Siem Reap Sihanoukville China Chengdu Hong Kong Macau Shanghai Indonesia Bali Malaysia Kuala Lumpur 1 Management ReportDUFRY ANNUAL REPORT 2021 Singapore Changi South Korea Busan AMERICAS Antigua Antigua Saint Philip Argentina Bariloche Buenos Aires Aeroparque Buenos Aires Ezeiza Cordoba Mendoza Rosario Aruba Oranjestad Bahamas Bahamas Great Exuma Lynden Pindling International Airport Barbados Barbados Christ Church St. Michael Bolivia La Paz Santa Cruz Brazil Belém Belo Horizonte Brasília Curitiba Florianopolis Fortaleza Goiânia Natal Porto Alegre Recife Rio de Janeiro Rio de Janeiro Galeão Rio de Janeiro Santos Dumont Salvador São Paulo Congonhas São Paulo Guarulhos Uruguaiana Canada Calgary Edmonton Halifax Toronto Vancouver Chile Santiago de Chile Colombia Bogota Dominican Republic Puerto Plata Samana Santiago Santo Domingo Equador Santiago de Guayaquil Grenada Grenada Honduras Roatan Jamaica Jamaica Mexico Acapulco Cancun Cozumel Guadalajara Guanajuato Ixtapa Los Cabos Mazatlan Mexico City Monterrey Puerto Vallarta San José del Cabo Netherlands Bonaire Peru Lima Puerto Rico Ponce San Juan St Kitts & Nevis St Kitts St Kitts Bradshaw Airport St Lucia St Lucia St Maarten St Maarten Trinidad & Tobago Port of Spain Turks & Caicos Islands Grand Turk Turks & Caicos Islands Uruguay Montevideo Punta del Este USA Albuquerque Anchorage Arkansas Clinton International Airport Atlanta Atlantic City Baltimore-Washington Birmingham Boston Burbank Burlington Charleston Chicago Chicago Midway Chicago O’Hare Cleveland Corpus Christi Dallas Fort Worth Dallas Love Field Denver Des Moines Detroit Fort Lauderdale Hollywood Fresno Grand Rapids Greater Rochester Greenville-Spartanburg Harrisburg Houston Houston George Bush Houston William P. Hobby Indianapolis Jackson Las Vegas Hard Rock Cafe Las Vegas Mc Carran Las Vegas Palazzo Los Angeles Lubbock Manchester Boston Miami Minneapolis Mobile Bates Field Myrtle Beach Nashville New Orleans New York Empire State New York Grand Central New York JFK New York LaGuardia New York Penn Station New York Port Authority New York UN Gift Center Newark Newark Liberty Newport News Williamsburg Norfolk Oakland Omaha Ontario Orlando Orlando Sanford Philadelphia Phoenix Sky Harbour Airport Pittsburgh Portland Raleigh Richmond Roanoke Salt Lake City San Antonio San Diego San Francisco San José Seattle St Louis Stewart Newburgh Tampa Tucson International Airport Tulsa Airport Washington DC Washington Dulles Washington Ronald Reagan Airport Cruise and Ferry ships Carnival Panorama Carnival Sensation Carnival Valor Holland of America Eurodam Holland of America Koningsdam Holland of America Nieuw Amsterdam Holland of America Nieuw Statendam Holland of America Noordam Holland of America Oosterdam Holland of America Volendam Holland of America Westerdam Holland of America Zaandam Holland of America Zuiderdam NCL Bliss NCL Dawn NCL Escape NCL Gem NCL Jade NCL Jewel NCL Joy NCL Pearl NCL Sky NCL Spirit NCL Sun CHANNELS Airports Border, Downtown & Hotel Shops Railway Stations & Other Cruise Liners & Ferries Seaports 59 1 Management ReportDUFRY ANNUAL REPORT 2021 1 Management Report DUFRY ANNUAL REPORT 2021 CUSTOMERS SEEKING GREAT EXPERIENCES, NOVELTIES & EXCLUSIVITIES All along 2021, Dufry has continued to closely engage with customers through regular online surveys to as- sess their expectations and identify potential changes in shopping behaviors. Above all, customers con- firmed to us that they continue to seek great shop- ping experiences, exclusive products and novelties. Obviously, nobody rejects a “good deal and an attrac- tive promotion” but besides the monetary incentives, the search for something special, unique and individ- ual remains the strongest reason for customers to buy in travel retail. However, they also clearly indicated that the availability of sustainable products is of in- creasing importance to them, creating an opportunity for both Dufry and the brand partners to satisfy this expectation with an appealing assortment of sustain- able products. Safe shopping and working environments Dufry has a comprehensive Global Health & Safety Pro- tocol implemented throughout all locations, which pro- vides both customers and employees with a safe shop- ping and working environment. The protocol contains basic health and safety measures defined by the com- pany, but also allows to be enhanced with and adapted to location specific government or airport health and safety regulations. During the pandemic, the protocol has well contributed to make customers perceive air- ports and other travel locations as safe environments, allowing them to enjoy their trips. Enjoying shopping in a safe environment. focus on experiences with an array of initiatives, such as airport activations, tastings, beauty treatments, an attractive assortment of novelties and exclusive prod- ucts, as well as a comprehensive service portfolio. Our well-trained and motivated sales representatives help travelers navigate through a large variety of presti- gious brands while providing them with valuable advice and information. For us, a satisfied customer is a cus- tomer who can also trust us beyond the mere buying but equally when it comes to product and store safety as well as comprehensive after-sales services. New sustainable product assortment. Helping customers to shop considerately Customers increasingly look for sustainable assort- ments and Dufry supports them in identifying specific sustainable products. As we do not produce or develop products of our own, in 2021 we closely collaborated with our brand partners to identify a selection of prod- ucts, which are sustainable under different aspects such as Sustainable, Plastic Free, Recyclable or Refill- able, Vegan, Palm Oil-Free or Supporting Communities. These products are marked with dedicated tags and are easily identifiable in our shops or online platforms. Currently the sustainable product selection includes over 550 products from 13 global suppliers covering the main categories – food, liquor, perfumes & cosmet- ics – and is available in 171 shops across 128 airports, worldwide. A detailed description of this new ESG ini- tiative is available in the ESG Report on page 83. Fostering experiences and evolving the product assortments By assessing customers’ expectations, we continue fine-tuning our product assortments and service portfolio to suit the latest needs. We fulfill the current Engaging with customers along their whole journey Every year, we welcome customers of more than 150 nationalities daily. Addressing them in the right lan- guage and presenting them with the right products and promotions is key to driving sales. As part of our 60 1 Management Report DUFRY ANNUAL REPORT 2021 420 Dufry operates in over 420 locations in 66 countries worldwide. shopping experience, the New Generation Store and other highly digitalized shops we operate are corner- stones of our retail expertise and shopping experience. We currently have over 50 highly digitalized shops where the shopping environment changes its appear- ance depending on which nationalities are present at the airport at any given time of the day, based on flight schedules. Displays appear in different languages and show the brands that best fit the respective customer profile. Providing the right information and helping custom- ers understand the product characteristics in differ- ent languages is a considerable challenge as well. Therefore, we keep providing customers with exten- sive information, ranging from product specific data or allowances at their destination. In selected loca- tions we also offer contactless or online payment de- vices which eliminate the need to go to the tills. Reserve & Collect – pre-order at home, pick-up at the airport Convenience is always a key sales proposition, and thus also a priority for Dufry. We believe that engaging with our customers before they enter our shops and well be- fore they reach the airport, provides them with a great opportunity to pre-order products online before they even start their trip, and collect them conveniently once they are at the airport. Dufry’s “Reserve & Collect” service is already available in 170 locations in 46 coun- tries around the world and new locations are being added constantly – the full list is available on our web- site: www.shopdutyfree.com. Red By Dufry “Red By Dufry” is Dufry’s loyalty program working pri- marily through a mobile application (app) and besides earning points offers exclusive advantages such as discounts at Dufry stores and specific airport bene- fits. Members of the program are identifiable through the app’s beacon technology once they approach the airport and receive personalized notifications on pro- motions and offers tailored to their preferences. This allows Dufry to increase conversion of travelers into regular customers and to attract them to the shops. Red By Dufry is live in 239 locations in 48 countries and is being continually expanded to further opera- tions worldwide. For a full list of the locations offering Red By Dufry visit: www.redbydufry.com. Forum – Social media for brands and travelers Forum is Dufry’s social media platform that provides stories from bloggers and influencers, as well as back- ground information from brands in an exclusive and aspirational environment. Moreover, Forum by Dufry connects all our other digital initiatives such as Red By Dufry and Reserve & Collect, while initiating the en- gagement with our potential customers when they are planning their journey or even before that. Forum is designed to position Dufry shops as the place to find the latest trends and novelties for the main product categories – https://forum.shopdutyfree.com/en. Simplified customer service access. True global return guarantee Dufry is the only global travel retailer in the industry to offer a true global return guarantee. No matter whether you purchase something in Milano, Phnom Penh, St. Petersburg, Chicago, Rio de Janeiro, Marrakesh or else- where in any other of our shops in the world: if there is a problem with any product that you purchased at a Dufry store, we will replace, refund or exchange your product within 60 days of purchase. In 2021, Dufry’s customer service representatives, who can be reached in several languages by phone, email or online chat, attended 80,025 customers (see further details also 61 mation to provide them with newsletters and market- ing & advertising materials. To protect customer data and ensure it is handled correctly, Dufry applies high- est security standards securing compliance with dif- ferent legal frameworks. The company operates a number of systems and security processes, including a robust cyber security system, a data protection pol- icy as well as internal procedures and policies, which follow relevant laws and regulations. Dedicated train- ings are executed on a regular basis for employees dealing with personal information. In this context, since 2018, Dufry has continuously re- viewed and adjusted its processes to secure the align- ment of our operations in accordance to the EU Gen- eral Data Protection Regulation (GDPR). Specifically, this work involved expanded documentation and infor- mation requirements, privacy risk assessments and ensuring the right of individuals (customers, employ- ees, partners and suppliers) to request access to, or to correct, delete, object to processing of their own personal data, and to request data portability. Dufry keeps monitoring new developments of data protec- tion regulations and will adapt accordingly where re- quired. Moreover, the Group also undertakes internal Data Protection Audits and intrusion tests, on top of per- manently discussing and improving the protection of customers’ personal data in dedicated meetings held quarterly. For any customer, employee or third party who wishes to report a grievance or who has questions regarding Dufry’s data privacy, there is a specific com- pliance address to contact the company, with respec- tive inquiries being coordinated by the Compliance and the Global Internal Audit & Investigations Department: https://app.convercent.com/en-us/LandingPage/ f1db10da-6b2c-e811-80e2-000d3ab6ebad. Dufry’s expertise recognized by the industry In 2021, Dufry’s customer focus and retail excellence has been recognized by different industry partners again. A complete list of the 2021 awards is available here: www.dufry.com/en/company/our-award. 1 Management Report DUFRY ANNUAL REPORT 2021 on page 85). To help customers in contacting our ded- icated customer service team, we have further sim- plified the online platform for worldwide support: www.dufry.com/en/shopping/customer-service. Customer satisfaction & product safety Customer satisfaction and safety is our first priority. We ensure that all products comply with health and safety regulations. Dufry complies with legal require- ments at every location in which we operate and takes a proactive approach, working with governments and regulators to clarify any concerns. Through active membership in the industry’s trade associations, Dufry helped shaping robust Codes of Conduct (e.g. UK Code of Conduct on disruptive passengers, UK Code of Con- duct on VAT, ETRC Code of Conduct on Sale of Alcohol, DFWC Code of Conduct on Sale of Alcohol). Moreover, Dufry has defined its own Supplier Code of Conduct and in 2021 shared it with its supplier community in the context of the 3-year recertification. More details are available in the ESG Report on page 84. Responsible marketing & customer communications When it comes to marketing and advertising initiatives, Dufry applies the same responsible stance that it shows in all its other activities. We commit to comply with marketing and advertising regulations in cus- tomer-oriented communication in the countries where we operate. We also expect the same behavior from our suppliers when using the space that we make avail- able in our stores and on our online channels for ad- vertising and promotions. This also applies to product labeling, where we ask our suppliers to comply with the regulations of all the Dufry locations where their products are sold. Given that our stores operate in an environment where we serve many nationalities speak- ing different languages every day, we are proactively engaging with our industry trade associations to find off-the-label solution. Customer privacy & data protection In line with the expansion of its online activities and the increased use of digital applications involving cus- tomer data, the management and protection of cus- tomer privacy in the processes involving the handling of client information is an area of growing importance for Dufry. Moreover, as a requirement of customs and airport authorities as well as for contractual reasons, the customer’s personal data is collected, processed and retained in accordance with the privacy statement listed on Dufry website: www.dufry.com/en/privacy- cookie-statement. The company’s Reserve & Collect and Red By Dufry services, require additional personal customer infor- 62 MORE THAN 50,000 items are available in our portfolio for our customers to choose from. NET SALES BY PRODUCT CATEGORY 2021 2 % LITERATURE AND PUBLICATIONS 3 % ELECTRONICS 6 % OTHER 31 % PERFUMES AND COSMETICS 8 % LUXURY GOODS 11 % TOBACCO GOODS 17 % WINE AND SPIRITS 22 % FOOD, CONFECTIONERY AND CATERING 63 1 Management Report DUFRY ANNUAL REPORT 2021 SUPPLIERS DRIVING BRAND EQUITY THROUGH GLOBAL CUSTOMER ENGAGEMENT Dufry is the largest truly global travel retailer offering suppliers the unique opportunity to personally engage with customer to present them with their novelties, ex- clusive products through a variety of off- and online shop concepts and thus drive both sales as well as brand equity. Through its network of over 2,300 shops across 66 countries, Dufry can serve the needs of both domes- tic and international travelers with dedicated duty-paid and duty-free retail formats. This means that under nor- mal travel conditions – free from travel restrictions – Dufry offers brand partners a potential of over one bil- lion personal customer contacts. Personally meeting customers in a resilient retail channel Along 2021, the travel recovery phase has evidenced and confirmed the propensity of our society to travel and to enjoy the attractive assortments of travel retail. This is not only true for the immediate take-up of travel as soon as restrictions are lifted but also through the above- average spending behavior seen across most locations as compared to pre-pandemic location-by-location lev- els. This also confirms the longstanding USP of travel re- tail to have access to a captive and affluent audience forming a unique face-to-face engagement platform in a safe environment. The over-proportional share of duty- paid sales seen along 2021 relates to the earlier recov- ery of domestic and intra-regional flights such as within the US or the EU, but duty-free sales are expected to re- cover their full share along with the easing of travel re- strictions and the uptake of international travel. Exclusivities, novelties and sustainable products are key sales drivers Market research conducted on a regular basis through online surveys amongst our customers in 2021 con- firmed that customers continue to search for experi- ences, novelties, travel exclusives and unique promo- tions, while they increasingly also want to buy sustainable products. This is also valid for the Dufry-exclusive prod- ucts increasingly developed by brand partners in recent 64 years, which considerably augment and differentiate the customers’ shopping experience. Besides the proven collaboration with its brand partners through strategic initiatives, marketing campaigns, global promotions or product launches, Dufry is also re- vising its shop design strategy, to allow for a more flex- ible assortment renewal within the sales areas as well as to include sustainability aspects into its shop develop- ment. More than ever, the recovery phase has proven the need to provide customers with a renewed shopping ex- perience inviting them to discover attractive offers in a dynamically changing environment. This expectation can only be satisfied by close collaboration with the brand partners and the joint ability to innovate. The increased spend-per-passenger seen along 2021 confirms the will- ingness of customers to shop in the travel retail channel and is an additional incentive for retailers and suppliers to increasingly consider and further accelerate product innovation. Brand partners benefit from improved procurement and logistics processes Along 2021, Dufry has further improved and simplified the procurement platform and streamlined the related processes, allowing both Dufry and the suppliers to gen- erate efficiencies along the centralized procurement process covering the entire supply chain. Through our centralized procurement and logistic functions, we have considerably simplified the entire supply chain. Our Global Category Managers act as key relationship managers for brands and coordinate activities with sup- pliers, by defining individual brand plans and agreeing on contractual parameters. They are supported by our cen- tralized ordering process, which aggregates the orders of the different retail operations and sends a consolidated order to suppliers. Our well-proven logistics organization with three distribution centers in Uruguay, Switzerland and Hong Kong, which operate additional warehouses in Hong Kong, Runnymede (UK), Barcelona (Spain) and Miami (US), provides timely shipping of goods to our operations. The process benefits both Dufry and suppliers as it allows to order and ship larger volumes to the distribution cen- ters, thus increasing flexibility in product allocation by shop and maximizing product availability. Increased ESG collaboration Dufry has further increased its ESG engagement with suppliers with several initiatives in 2021. Dufry has exe- cuted the re-certification of the Dufry Code of Conduct within its supplier community (see ESG Report on Page 84) and has launched the Sustainable Product Identifi- cation Initiative (see ESG Report on page 83) allowing customers to shop considerately. 1 Management Report DUFRY ANNUAL REPORT 2021 BRAND UNIVERSE Dufry works with over 1,000 of the most renowned global and local brands. 1,000 65 1 Management Report DUFRY ANNUAL REPORT 2021 AIRPORT AUTHORITIES & LANDLORDS CREATING VALUE THROUGH BEST IN CLASS RETAIL CONCEPTS Dufry provides landlords with best-in-class retail con- cepts and a detailed understanding of customer ex- pectations and shopping behaviors to create value for landlords and maximize revenue generation from their retail spaces. The trust our landlords have placed in Dufry has allowed our company to become the mar- ket leader in travel retail, currently operating over 2,300 shops in 66 countries located in airports, sea- ports, railway stations, downtown areas, border cross- ings, cruise liners & ferries, hotels and other locations with captive audiences. Benefitting from the widest industry experience Dufry features a comprehensive portfolio of attrac- tive retail concepts tailored to the individual needs of both duty-free and duty-paid environments to serve both domestic and international passengers, and which are increasingly expanded with online services and platforms. Complemented with the extensive ex- pertise in all technical and regulatory aspects as well as sustainability management systems provided by Dufry, the landlords receive a complete package to best operate their spaces in a profitable and sustain- able way. Customer insights regularly collected through dedicated surveys allow us to develop suc- cessful marketing initiatives tailored to meet the re- quirements of every single airport or any other shop environment. Our worldwide presence and the exten- sive intelligence by traveler profile are core competi- tive advantages and key drivers to increase sales and profitability, combined with our ongoing evolution of shop design and customer services. portance of real partnership as the prerequisite to drive success and to overcome difficult situations. This is even more true during the current recovery and going forward. By joining forces, we can create invit- ing and attractive commercial spaces that maximize spend from the passengers’ arrival at the airport un- til their boarding – and if legislation allows for arrival duty-free after landing. Attractive shops drive success and profitability. All along 2021, Dufry has continued to evolve its store portfolio with attractive refurbishments and shop ex- pansions to meet the latest customer expectations at the specific locations. Among others refurbishments to be highlighted are the Rio Galeão Dufry Shopping Megastore (Brazil), at the Pulkovo Airport in St. Petersburg (Russia), the extensive redesign at Milano Linate International Airport (Italy) as well as the com- pletely renewed Brookstone shop concept in the US. It features an immersive design and an increased dig- italization level and has been implemented at the Nash- ville International Airport, at the Norman Y. Mineta San Jose International Airport, at Seattle Tacoma International Airport as well as at the Virgin Hotels in Las Vegas. In total, Dufry refurbished 19,243 m2 of re- tail space in 2021. Real Partnership is key for value creation Over the many years we have been in the business, we have been advocating for the importance of close col- laboration between landlords and retailers as a base for optimizing sales. During the past two years, the COVID-19 pandemic has impressively proven the im- Highly digitalized shops with stunning sense-of-place Dufry has further evolved shop digitalization to both offer new services and to increase the level of cus- tomer interaction by nationalities and languages, while continuing to offer location specific shops with highly 66 1 Management Report DUFRY ANNUAL REPORT 2021 attractive sense-of-place designs. What started sev- eral years ago with the launch of New Generations Stores – as operated in Buenos Aires (ARG), Amman (JOR), Malaga and Alicante (ESP), Madrid (ESP), Can- cun T3 and T4 (MEX), Melbourne (AUS), Zurich (CH), and London Heathrow T3 (UK) – has culminated in 2021 in the opening of the Hudson Nonstop shop which offers customers a complete contactless shopping experi- ence. Driving contact-less shop technology. In late 2021, the Hudson Nonstop shop at Dallas Love Field Airport has even become the globally first travel retail shop implementing the Amazon One palm rec- ognition technology. Amazon One allows travellers who have previously enrolled in Amazon One at select Amazon Go, Amazon Books, Amazon 4-star, Amazon Fresh, Amazon Pop Up, or Whole Foods Market stores, to simply hover their palm over the Amazon One de- vice at the entry gates to enter this Hudson Nonstop. Highly digitalized shops – which include applications such as Reserve & Collect and above all the loyalty pro- gram Red By Dufry – are currently in operation in over 50 locations and the implementation of the advanced technology is typically done in the context of the pe- riodic refurbishments or when a new shop is built. This also includes the sense-of-place designs of the shops, which are an important aspect for landlords, as Dufry’s shop format system provides for a high degree of customization. Dufry knows how to perfectly match local requirements with efficient retail concepts, to best serve travelers’ needs and to generate value for landlords and Dufry alike. For a more detailed descrip- tion of our digital strategy, please also refer to the strategy chapter on pages 27 and 40. Long-term concession portfolio. Securing business resilience through contract extensions Concession contracts are a key business driver for travel retail operators, as they provide the right to sell their products and services at a given operation. In 2021, Dufry continued to win new contracts and to re- new existing concession contracts, thus successfully strengthening the remaining average lifetime of its portfolio, which is currently 6 years. Within our con- cession portfolio, 36 % of our contracts have a remain- ing life-time of one to two years; 26 % of three to five years; another 20 % of between six and nine years, and the final 18 % have a remaining duration of ten years or more. In average, every year Dufry renews existing contracts that generate between 10 % and 15 % of our sales, while at the same time adding new contracts. 131 new shops added to our first-class concession portfolio In 2021, Dufry opened and expanded 131 new shops adding over 9,797 m² of retail space across all divisions. At December 31, 2021, the entire concession port- folio of the group included retail space of close to 470,000 m² thus strengthening our portfolio, despite some crisis-related closures we had to perform. Dufry’s concession portfolio is highly diversified and well balanced across emerging and mature markets on all six continents. This considerably reduces risks of being exposed to single markets and operations; the largest concession only accounts for less than 4 % of turnover; while the 10 biggest concessions represent less than 22 %. Focusing on investment returns During the past two years, our organization has fol- lowed its approach of financial discipline even more closely when evaluating new projects and opportuni- ties. This methodology, successfully developed in the past, has again proven its value during the present challenging environment by contributing to optimize costs and adding flexibility to investments. Projects are analyzed individually on a commercial and finan- cial basis. The many aspects of a project being put to- gether include development potential and analyzing initial investment requirements, as well as the ex- pected development of passenger numbers and pro- file perspectives. Through a strict evaluation of these criteria and our disciplined approach to returns, we ensure that our concession portfolio remains of the highest quality and that each concession offers at- tractive returns for the Group. This methodology is applied for all project types, irrespective of whether we participate in a tender process, engage in direct ne- gotiations with landlords or perform acquisitions. 67 1 Management Report DUFRY ANNUAL REPORT 2021 INVESTORS STRONG LONG-TERM INVESTMENT OPPORTUNITY Since its listing in 2005, Dufry has pursued a consistent strategy focusing on profitable growth and cash gen- eration to create value for shareholders and bondhold- ers alike. In the first phase, the company accelerated growth mainly through acquisitions, and more recently shifted towards a more balanced growth profile includ- ing both organic growth and acquisitions, while increas- ing its cash conversion capability and funds available for capital allocation decisions. Despite the temporary challenges that our industry and the company are facing due to COVID-19, we strongly believe that travel retail is a resilient industry, which will continue to benefit from the secular passenger growth trend. Industry associations expect a return to pre- Covid passenger numbers by the end of 2023 or begin- ning of 2024. The willingness of people to travel was also confirmed by Dufry’s continued customer insights’ sur- veys, showing clear indications of our customers’ pro- pensity to engage at the same level or even more in duty-free shopping when travelling. Travel retail is con- sidered an integral part of the overall travel experience, and customers continue to be interested in the attrac- tive product assortment, now also with an increasing focus on sustainable products in addition to exclusivi- ties and novelties. Staff interactions continue to be sought after when browsing through the stores and travelers feel comfortable with the safety and security measures in the airport environment. Pure-player in the resilient travel retail channel The strong underlying fundamentals of travel retail – secular long-term global passenger growth fueled by a growing, more affluent population in many countries, as well as the still high fragmentation of the industry – are cornerstones of Dufry’s investment case. Dufry has a track record of organic growth in line with re- gional passenger developments and passenger mix; growth acceleration through M&A; strong cash gener- 68 ation capability on the back of an attractive risk profile based on our diversification by geographies, channels and sectors. Dufry’s diversified footprint supported the company even in 2020 and 2021 when facing a global pandemic, by balancing region-specific travel restric- tions. Most importantly, the company’s strong cash generation capability will be further supported by the successful implementation of its reorganization and the expected structural savings in a normalized envi- ronment. Dufry has already proven throughout 2021 the delivery on communicated cost savings and re- lated translation into Equity Free Cash Flow, which in the second half of the year already nearly reached 2019 levels. Dufry expects an EFCF recovery even be- fore returning to a 2019 turnover environment, provid- ing a strong base for future capital allocation. For a detailed view on Dufry’s investment case please refer to page 22. Only pure-play to invest in travel retail. Capital allocation Dufry’s capital allocation policy has been adapted to the current environment with the objective to protect liquidity during the recovery. Dufry targets deleverag- ing in line with the recovery trajectory, reaching below 5x Net Debt / Adjusted Operating Cash Flow by 2022, and a mid-term leverage level in line with pre-crisis of 2.75 – 3.25x. We expect attractive shareholder value generating opportunities for profitable growth to arise in the short- and medium-term and will thoroughly as- sess any investment from a value accretion point of view once the business has started to recover sustain- ably. SHAREHOLDER STRUCTURE AT DECEMBER 31, 2021 69.58 % OTHER SHAREHOLDERS 10.11 % ADVENT INTERNATIONAL CORP. 6.91 % QATAR HOLDING LLC 5.40 % ALIBABA GROUP HOLDING LTD. 5.00 % RICHEMONT 3.00 % FRANKLIN RESOURCES, INC. Note: Based on shares. For a complete overview of Shareholder disclosures please refer to page 236. DAILY AVERAGE VOLUME MILLIONS OF CHF 101.1 86.7 66.5 64.0 76.2 110 100 90 80 70 60 50 40 30 20 10 0 2017 2018 2019 2020 2021 Note: Decrease in volume in 2019 due to the termination of the EU stock market equivalence to Switzerland since July 2019, where the trading of Swiss shares on EU exchanges has been prohibited as of July. 69 1 Management Report DUFRY ANNUAL REPORT 2021 DUFRY AG SHARE PRICE AND TRADING VOLUME SHARE PRICE IN CHF TRADING VOLUME MILLIONS OF CHF 140 120 100 80 60 40 20 0 630 540 450 360 270 180 90 0 1/20 2/20 3/20 4/20 5/20 6/20 7/20 8/20 9/20 10/20 11/20 12/20 1/21 2/21 3/21 4/21 5/21 6/21 7/21 8/21 9/21 10/21 11/21 12/21 Dufry SPI Volume (all exchanges) Source: Bloomberg Note: SPI Index has been rebased to Dufry’s share price MARKET CAPITALIZATION AND FREE FLOAT BILLIONS OF CHF 7.8 5.0 4.9 2.9 3.0 2.8 4.5 3.2 4.1 2.9 9 8 7 6 5 4 3 2 1 0 2017 2018 2019 2020 2021 Free Float Average Market Capitalization 70 1 Management Report DUFRY ANNUAL REPORT 2021 In the context of the evolution of the COVID-19 pan- demic and the continued limited visibility on the recov- ery trajectory throughout 2021, the Board of Directors has proposed to the General Meeting of Shareholders 2021 not to pay a dividend in order to safeguard the short-term liquidity of the company. Under consider- ation of the still lower turnover levels compared to 2019, the Board of Directors has decided to propose to the 2022 General Meeting of shareholders to suspend the dividend payment for the 2021 business year as well. The Board of Directors will consider a re-initiation of dividend payment in line with recovery. Member of the SMI MID (SMIM) Index With a market capitalization of CHF 4.099 billion as per December 31, 2021, Dufry is part of the SMI MID (SMIM) Index on the SIX Swiss Exchange, which in- cludes the 30 biggest publicly listed companies in Switzerland not already represented in the Swiss Mar- ket Index (SMI). Included in the SXI Sustainability 25 Index® Dufry became a component of the SXI Switzerland Sustainability 25 Index® Price (SSUSTX) in September 2021. This index measures the development of Swiss companies which are considered sustainable accord- ing to a measurement framework provided by Sustain- alytics, a provider of ESG research and analysis. All stocks in the index universe are screened for their sus- tainability score by Sustainalytics. The top 25, repre- senting leaders within their respective global industry, are selected for inclusion in the new index. Dufry’s share price started the year at CHF 55.6, reached a high of CHF 68.24 in March due to positive news flow on progressing of vaccination campaigns and easing of travel restrictions ahead of the summer season, with a low of CHF 40.00 in early December re- lated to market concerns on the impact of variants on travel, in addition to global supply chain challenges and inflation developments. Dufry’s share price devel- opment was often driven by external news-flow dur- ing 2021, reflecting news and expectations regarding the pandemic. The Company’s initiatives to restruc- ture the organization, implement sustainable cost sav- ings, strengthen the financial position and enhance li- quidity have been successfully executed throughout 2020 and 2021. Dufry’s trading volume continued to be healthy in 2021. The average daily trading volume was approximately CHF 61.2 million. The SIX Swiss Exchange remains an important trading platform, where the average daily volume of Dufry shares reached CHF 28.8 million in 2021. Dufry’s trading volumes are mainly concentrated at the SIX 46 % and BATS Chi-X OTC 47 % platforms. We continued to receive strong support from our broad shareholder base. The most important partici- pations (>3 %) as of December 31, 2021, were Advent International, Qatar Investment Authority, Alibaba Group, Richemont and Franklin Resources, represent- ing approximately 30.4 % of our share capital. Dufry has a free float of close to 73 %, which is well balanced, with shares being held by institutional inves- tors in the most important investor regions such as the United States, the United Kingdom, APAC, Swit- zerland and also across Europe. Strong investment track-record for bondholders Dufry has been a well-established investment oppor- tunity in the bond market ever since the issuance of its first Senior Notes in 2012. On the one hand, the bond market represents an important source of fi- nancing for the company, while on the other hand, our low operating leverage, as well as the strong and re- silient cash flow generation capabilities, are charac- teristics welcomed by the fixed income market. Long-term financing strengthened. In Q1 2021, Dufry has initiated the refinancing process of its debt positions with upcoming maturities until 2023. Overall, CHF 1,619.9 million have been success- fully refinanced by end of April. Dufry made use of a diversified product mix including convertible bonds, senior notes and bank debt, thereby optimizing terms in the current market environment. In detail, Dufry is- sued CHF 500 million new convertible bonds due 2026 with a 0.75 % coupon and CHF 87.00 conversion price, while early converting its existing CHF 350 million 2023 convertible bonds. Further, Dufry priced EUR 725 mil- lion 3.375 % Senior Notes due 2028 and CHF 300 mil- lion 3.625 % Senior Notes due 2026, which were used to refinance existing bank debt. Dufry had also con- cluded a comprehensive set of initiatives to strengthen its capital structure and liquidity position in the pre- vious year 2020. With the entire refinancing, the com- pany further strengthened its financial structure. Dufry’s Senior Notes are currently rated (B+) by Stan- dard & Poors and (B1) by Moody’s. However, we have set a longer-term target to achieve again a BB / Ba3 rating, respectively. 71 1 Management Report DUFRY ANNUAL REPORT 2021 Dufry also has a bank credit facility in place totaling CHF 512 million (USD 550 million) maturing in 2024. In addition, Dufry has access to a Revolving Credit Facil- ity of CHF 1,403 million (EUR 1,300 million), which is fully undrawn. As per end of December 2021, Dufry had CHF 219.0 million of COVID-19 related government- backed loans. The overall maturity profile shows an average maturity of 3.9 years and a weighted average interest of 2.6 %. Fair and comprehensive market communication Dufry is committed to open and transparent commu- nications with the financial market to present our eq- uity story and investment opportunities. We pursue a constant, open dialogue with investors, analysts and the media through direct phone and email exchanges, regular roadshows and conference attendance, one- to-one meetings and dedicated investor days, either in person or virtually. Senior management presents and discusses financial performance on a regular basis and we provide the fi- nancial community and media with in-depth reports and information through press and analyst confer- ences, conference calls and webcasts. In this context, Dufry releases quarterly trading update statements for Q1 and Q3 and publishes full financial results for the half-year and full-year periods. As part of our 2021 Investor Relations activities, se- nior management and the Investor Relations team in- vested 47 days to meeting investors directly or virtu- ally through roadshows and conferences in Europe, North America and Asia, during which we met around 1035 investors in one-to-one or group meetings and many more in presentations. Apart from meetings, the Investor Relations team answered 662 calls and emails in 2021. This results in a total of 1,701 contacts with in- vestors and analysts. For contact details of our Inves- tor Relations team, please see page 281 of this Annual Report. 72 ENVIRONMENT SOCIAL AND GOVERNANCE REPORT 2021 2 ESG Report DUFRY ANNUAL REPORT 2021 ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG) REPORT EVOLVED COMMITMENT TO SUSTAINABLE GROWTH Dufry’s four focus areas, which are Customer Focus, Employee Experience, Protecting Environment and Trusted Partner, align our eco-system with the main stakeholders and define the key topics, which are material to our busi- ness. Our ESG engagement is an inherent part of our company strategy, supervised by the Board of Directors and implemented by a dedicated ESG Committee. A detailed description of the ESG Strategy is available on the Dufry website www.dufry.com/en/sustainability. In 2021, Dufry has – among many other improvements – further evolved its ESG commitment by developing dedicated Environmental Management Guidelines and defining SBTi-based (Science Based Target Initiative) emission reduction targets, which complement the overall ESG Strategy. The new Environmental Management Guidelines and the emission reduction targets for scopes 1 - 3 are described on the pages 87 - 91. ALIGNING OUR BUSINESS ECO-SYSTEM EMPLOYEES (see detailed description on page 95 of this report) SUPPLIERS (see detailed description on page 64 of this report) CUSTOMERS (see detailed description on pages 60 + 82 of this report) INVESTORS (see detailed description on page 68 of this report) AIRPORT AUTHORITIES & LANDLORDS (see detailed description on page 66 of this report) 74 2 ESG Report DUFRY ANNUAL REPORT 2021 ESG ENGAGEMENT FULLY INTEGRATED IN COMPANY STRATEGY IMPACT SUSTAINABLE & PROFITABLE GROWTH GENERATING POSITIVE CONTRIBUTIONS FOR STAKEHOLDERS IMPLEMENTATION BUSINESS INITIATIVES & PROCEDURES ESG FOCUS AREAS GOVERNED BY DEDICATED, INTERDISCIPLINARY ESG COMMITTEE CUSTOMER FOCUS EMPLOYEE EXPERIENCE PROTECTING ENVIRONMENT TRUSTED PARTNER FOUNDATION UNDERLYING BUSINESS MODEL AND COMPANY STRATEGY IMPLEMENTATION OF SUSTAINABILITY STRATEGY SUPERVISED BY HIGHEST GOVERNANCE BODY 1. At the level of the Board of Directors, the imple- mentation of the ESG Strategy is supervised and actively accompanied by the Lead Independent Director. The Board of Directors is informed on the ESG strategy implementation progress quarterly and receives detailed updates at least twice a year. 2. The interdisciplinary ESG Committee drives the implementation of the ESG Strategy and meets every two months. The ESG Committee is attended by CEO (Chair of the ESG Committee), CFO, CEO Operations, Chief Corporate Officer, Chief Com- mercial Officer, Chief Compliance Officer, General Counsel and Chief Diversity & Inclusion Officer, as well by the Global Internal Audit Director, the Global Head of Investor Relations and the Global Head Corporate Communications & Public Affairs. 3. Day-to-day implementation of Dufry’s ESG strategy is executed by the ESG Department, which is part of the Corporate Communications & Public Affairs department. 1. 2. BOARD OF DIRECTORS ESG COMMITTEE 3. CORPORATE COMMUNICATIONS & PUBLIC AFFAIRS 75 2 ESG Report DUFRY ANNUAL REPORT 2021 A global leading travel retailer Dufry is a global travel retailer operating over 2,300 duty-free and duty-paid shops in airports, cruise lines, seaports, railway stations and downtown tourist areas. In 2021, we employed 19,946 employees (FTEs) across 66 countries, and we represent over 1,000 different, most renowned global and local brands in our stores. Dufry is part of the Swiss Market Index MID (SMIM) as well as the SXI Swiss Sustainability 25 Index of the SIX Swiss Exchange and has a balanced mix of large and small shareholders. This sustainability report has been prepared following the guidelines of the Global Reporting Initiative (GRI) Standards: Core Option, and covers our environmen- tal, social and governance (ESG) activities, perfor- mance and approach for the year 2021 focusing on the topics we have determined to be of greatest impor- tance for Dufry and its stakeholders. As already started in the 2020 ESG Report, in 2021 we continued to volun- tarily report information related to three additional GRI indicators: Emissions, Environmental Compliance and Public Policy. The decision to start reporting on these indicators is in response to Dufry´s commitment for greater transparency and to give stakeholders a better understanding of our ESG strategy. Consistent implementation of ESG vision and strategy In 2021, we have focused our ESG engagement on im- plementing important new initiatives in areas where we can make relevant ESG contributions. We have defined Science Based Target Initiative (SBTi)-based reduction targets for Scopes 1, 2 & 3 emissions along with the de- velopment of the Environmental Management Guide- lines; we have also expanded the Risk & Opportunity disclosure, accelerated our Diversity & Inclusion en- gagement and, among several other new ESG initia- tives, we have further evolved our Human Resources Policy. All these major developments are fully aligned with and follow the strengthening of the ESG gover- nance structure and the revision of our ESG Strategy in 2020, which builds on the four focus areas – Cus- tomer Focus, Protecting Environment, Employee Ex- perience and Trusted Partner. Our ESG Strategy, with the description of the focus areas and the ESG gover- nance structure is disclosed in the sustainability sec- tion of our Group website: www.dufry.com/en/sustain- ability. For an easier comparison, we continue to embed in our ESG report the UN Sustainability Development Goals (SDGs) and include information on the respective GRI indicators and SDG goals in the corresponding sec- tions, where Dufry plays a role in progressing towards 76 specific goals, thus enabling the reader to obtain a bet- ter and more transparent understanding of our report. In early 2020, Dufry became a signatory member of the UN Global Compact and started to prepare a prog- ress report, which is available, together with the GRI Index and the Sustainability Report Annex at the end of this publication. These documents supplement the information disclosed in Dufry´s Annual Report (in- cluding the Corporate Governance and Remuneration Reports embedded in the Annual Report). All these re- ports are also available online as individual files in the sustainability section of our corporate website: www. dufry.com/en/sustainability. Dufry´s materiality assessment updated Dufry launched its sustainability reporting in 2016 with the publication of its first materiality assessment in collaboration with an external specialized service pro- vider. This resulted in the publication of our first Mate- riality Matrix, outlining the topics considered most rel- evant to both our stakeholders and our business. This first step towards establishing a solid sustainability re- porting framework continued with the publication in 2017 of Dufry´s first Environment, Social and Gover- nance (ESG) Report, prepared in accordance with the Global Reporting Initiative (GRI) Standards. The initial Materiality Matrix was created through a scaled process, which began with the assessment of a number of internal and external sources such as our existing policies and regulations, publicly available ma- teriality assessments of peers, the SASB requirements (Sustainability Accounting Standard Board) and the report of the Governance & Accountability Institute. As a next step, we gathered stakeholder feedback, mainly through various internal sources, but also through our role in trade conferences and associa- tions, one-on-one discussions and the ongoing dia- logue with shareholders and other stakeholders and through regular customer surveys. Our vision of sustainability however is not a static one, and Dufry conducts periodic and comprehensive ma- teriality assessments to identify our most relevant re- porting topics from an ESG perspective. As compared to the initial scope of the materiality matrix, in 2019 we had added Data Protection and Cyber Security as an additional topic, while we did not add any to our mate- riality matrix in 2020. During the reporting year 2021, we re-assessed the scope of our matrix with formal and informal feedback from both internal and exter- nal sources, including financial and ESG analysts, busi- ness partners and industry associations. As a result of the assessment, we added “Carbon Footprint” to the 2 ESG Report DUFRY ANNUAL REPORT 2021 materiality matrix, building on the voluntary report- ing on the scope 1, 2 & 3 emissions, which we had started to disclose in 2020. Risk management and control The risks and opportunities inherent to Dufry´s busi- ness consist of two groups: Financial risks - related to interest rates, exchange rates, credit risks and liquidity risks - and non-financial risks and opportu- nities. While financial risks are described in the Financial Report on pages 201 – 209, a comprehen- sive description of the Group’s non-financial risk mapping, which has been updated in 2021, is included in the ESG Report Annex available on the corporate website: www.dufry.com/en/sustainability. MATERIALITY MATRIX – Corporate governance / – Products / h g h i i m u d e m S R E D L O H E K A T S R O F E C N A T R O P M I – Carbon footprint / – Cyber security and data protection / – Dialogue for stakeholder and social engagement / – Diversity and inclusion / – Operations and security / – Partnerships / – Risk management and compliance / – Supply chain management / – Customer satisfaction / – Financial performance / – Services / – Talent management / – Brand and reputation / – Digitalization / – Growth strategy / medium high IMPORTANCE FOR DUFRY = CUSTOMER FOCUS = EMPLOYEE EXPERIENCE = PROTECTING ENVIRONMENT = TRUSTED PARTNER Note: Within boxes topics are listed in alphabetical order 77 IMPROVEMENTS CARRIED OUT DURING 2021 CUSTOMER FOCUS EMPLOYEE EXPERIENCE SUSTAINABLE PRODUCT IDENTIFICATION INITIATIVE LAUNCHED, INCLUDING OVER 550 PRODUCTS IN 171 SHOPS ACROSS 128 AIRPORTS. Over 2,300 Dufry employees, who are involved in the sale of alcohol products, obtained the DFWC accreditation as Responsible Retailer of Alcohol products. New retail technology concepts – Hudson Nonstop and Automated Retail Concepts – to meet demand for contact-less shopping experience. Global Information Security Policies aligned with the international security frameworks ISO 27000 and NIST. DIVERSITY & INCLUSION (D&I) SURVEY COVERING 70 % OF GLOBAL EMPLOYEE BASE EXECUTED IN 2021 TO IDENTIFY OPPORTUNITIES TO FURTHER EVOLVE D & I ENGAGEMENT AND DEVELOP TARGETED INITIATIVES. GLOBAL HR POLICY UPDATED WITH RESPECT TO OVERALL REMUNERATION SYSTEM AND WORKING CONDITIONS. Roll-out of employee communication tool – Beekeeper – to connect with non- desktop staff, reaching over 80 % of our headcounts. Equal Salary Certification renewed for our Switzerland operation. 78 PROTECTING ENVIRONMENT TRUSTED PARTNER INCLUDED IN SXI SUSTAIN- ABILITY 25 INDEX OF THE SIX SWISS EXCHANGE AS OF SEPTEMBER 2021. RECERTIFICATION OF SUPPLIER CODE OF CONDUCT REACHING 56 % OF GROUP PURCHASING VOLUME. Participated in a number of industry & customer ESG forums and events. CO2 EMISSION REDUCTION TARGETS DEFINED FOR SCOPES 1, 2 & 3 EMISSIONS. – REACH CLIMATE NEUTRALITY FOR SCOPES 1 & 2 EMISSIONS BY 2025 – CONSIDERABLY REDUCE SCOPE 3 EMISSIONS BY ENGAGING WITH 50 % SBTI- COMMITTED SUPPLIERS BY 2027 AND BY REDUCING CARBON FOOTPRINT OF LOGISTIC PARTNERS BY 28 % BY 2030 PLASTIC BAGS SUBSTITUTION INITIATIVE IN PROGRESS IN 15 COUNTRIES. Started to establish a supplier engage- ment program to support achievement of emission reduction target. Developed Environmental Management Guidelines to ensure the application of the precautionary principle and place the environment at the center of our decision-making process. 79 OBJECTIVES Dufry’s success goes beyond commercial and financial performance and we understand that our business activities also have an impact on the communities in the countries in which we operate. Since 2019, Dufry has supported the Ten Principles of the United Nations Global Compact on human rights, labor, environment and anti-corruption, and we became a signatory member to the UN Global Compact in 2020. We regularly align our overall sustainability strategy with the 10 principles and develop relevant initiatives geared to achieving a more sustainable business, including: CUSTOMER FOCUS EMPLOYEE EXPERIENCE As the leading global travel retailer, we aim to further improve the overall traveler experience – in our shops we welcome customers from over 150 nationalities every day – and initiate growth opportunities that benefit brands, airports and travelers alike, by devel- oping attractive shopping environments. While having accelerated the responsible retailer certification in 2021, we are committed to keep providing responsible retailer training for the sale of alcohol products to store and office staff involved in the sale of such products and also going forward for all new employees as part of their regular training offer. Following a detailed acceptance analysis of the sustainable product identification initiative launched in 2021, we will further evolve our sustainable product assortment in line with customer’s preferences and feedback provided. Diversity and Inclusion (D & I) will remain an area of focus for Dufry. Our global corporate initiative, first launched in 2016 as women@dufry to bring together female leaders across the business from a variety of functions and geographies, has now further evolved to provide equal opportunities without any kind of discrimination for all employees. Based on the findings identified in the D & I survey of late 2021, we will develop targeted initiatives to further support employees to better manage work, family and life-balance topics. Moreover, we will continue to evolve our training offers for all employees. The ongoing development of fair compensation and of gender-pay gap reduction programs remained an important part of our efforts in 2021. Moreover, we have fully revised our Human Resources Policy, now disclosed in the Careers section of the group website. Leveraging on the experience gained through the reconfirmed Equal Salary Certification achieved in Switzerland in 2021, we will continue to analyze com- pensation plans across the group and develop remediation plans if needed. Fostering dialogue with employees is a vital part of our strategy, based on the understanding that our staff are our most valuable asset. In 2019, we conducted a new wave of the Engagement Survey with the participation of 25,213 Dufry employees – representing 73 % of our workforce at that time. The next engagement survey is planned for 2022 providing employees with the oppor- tunity to share their views and concerns in the current business environment and following the implemen- tation of the new ways of working. 80 PROTECTING ENVIRONMENT TRUSTED PARTNER While we have fully revised Dufry’s Sustainability Strategy in 2020, the ongoing verification of the strategy and alignment with any new requirements has continued in 2021 and remains a central focus. Based on the CO2 emission reduction targets defined in 2021, we will continue and further refine the assess- ment of our environmental impact. This will allow us to work towards reaching the defined targets, adding important information to a detailed reporting structure, and to have an even better understanding of the environmental footprint of our operations. Through our shop network, we directly and indirectly support the local economies of the countries in which we operate: either by employing local staff, sourcing local products, or by paying taxes. Providing jobs and quality working conditions and opportunities, including our training and development programs, are important contributors to developing local wealth. Continuing our plan to monitor our supply chain sus- tainability and include additional suppliers who have accepted the terms of our Supplier Code of Conduct in 2021, we have executed the recertification process, tripling the number of suppliers involved. Also going forward, we will continue to extend the reach of the Supplier Code of Conduct. In 2021, we have introduced an extended overview of the risks and opportunities which impact the company, and provided indications on how Dufry mitigates or benefits from the respective developments. The Risks & Opportunities table included in the ESG Report Annex complements the financial risks overview in the Financial Report and will be updated on a regular basis. 81 2 ESG Report DUFRY ANNUAL REPORT 2021 CUSTOMER FOCUS GRI INDICATORS: 401-1, 403-1, 404-1, 405-1, 406-1 SDGs: 5.2 8.8 12.8 16.1, 16.3, 16.10 To succeed as a company, Dufry must put the cus- tomer at the center of every decision we make. This has been the philosophy of the company since its foundation, and it’s what has brought Dufry to its cur- rent leadership position in the travel retail industry. Our main mission is to meet and exceed customer ex- pectations, which we achieve through the combination of sourcing unique product choices, providing attrac- tive shopping environments and offering special shop- ping experiences. Our customers’ expectations how- ever have evolved in recent years and have become more sophisticated. The traditional price-value prop- osition has been enhanced with additional elements, as consumers today demand higher standards of sus- tainability from retailers. From privacy and data pro- tection, to responsible marketing and communication practices, or product and supply chain stewardship, there are many elements of our offer that receive spe- cial attention from Dufry and that enable us to be a more sustainable travel retailer and our customers to shop considerately. Creating the best shopping experience Our corporate brand statement, WorldClass.World- Wide, reflects our ambition to create the best possi- ble shopping environments to capture the interest of travelers and to generate attractive buying opportu- nities. That is the main pillar of our future growth. This best shopping experience is based on three main ele- ments: store, product and service. When Dufry develops or refurbishes its stores, special attention is paid to creating a strong sense of place, thus linking the shopping environment to the individ- ual country’s cultural heritage, where the stores are located. The powerful combination of state-of-the-art store designs with local motifs and references, along- side a carefully curated selection of local products ac- quired from local suppliers, results in unique shopping 82 spaces that enable customers to experience a full cul- tural immersion in the destination with a true “sense of place”. Dufry cooperates closely with airport au- thorities and brand suppliers on elements including store design, passenger flows and allocation of com- mercial space. Industry recognition This collaborative work results in improved passenger services, as well as more visibility and opportunities for brands. Testament to this collaboration is the remark- able example of Heathrow Airport in London, where Dufry operates a large proportion of the stores in all its terminals. In 2020, Dufry’s retail offer in Heathrow was once more recognized by Skytrax winning the ac- colade of Best Airport Shopping in the world for the eleventh consecutive year. Due to COVID-19 pandemic, Skytrax has temporarily suspended the awards and will reinstate them in 2022. This recognition is of spe- cial interest for Dufry, as the Skytrax award survey gathers the opinion of over 13 million airport users, from 100 different nationalities, across more than 550 airports. Delivering consistent outstanding customer service is Dufry´s main aspiration. No matter where our stores are located, the ultimate objective of Dufry´s Cus- tomer Retail Excellence program – an on-going train- ing program for our sales staff – is to give our custom- ers the best possible shopping experience. This program focuses on: – Reinforcing customer service through ideal staffing levels according to store traffic and sales – Providing employees with a clear focus and target for each shift – Empowering teams through strong leadership – Enhancing selling capabilities around our products, promotions and special lines/offers. 2 ESG Report DUFRY ANNUAL REPORT 2021 In supporting this rollout, 13 Academy Stores spread across the three main regions have been rolled out globally. Located in Stockholm, Zurich, Athens, Madrid, Marrakesh, Jordan, Toronto, New York (Newark), Can- cun, São Paulo, Buenos Aires (Ezeiza), Melbourne and Bali, these stores serve to test concepts and best practices, and function as a reference for stores in other airports and geographies. Fulfilling new consumption habits New customer behavior trends - observed in the ded- icated surveys which are regularly conducted - indi- cate two main requirements: an increasing need for more contactless and reduced in-person interaction and a more digital in-store engagement, as well as the availability of sustainable products. A shift in con- sumer behavior that is suggested to endure and in- crease in the long term. As indicated in the Customer section of the Annual Report (pages 60 - 63), Dufry continues creating omni- channel strategies that blend physical and online channels to engage consumers in the channel of their choosing. Services such as Reserve & Collect and Red By Dufry, constitute an important part of our cus- tomer value proposition and are critical to drive cus- tomer engagement and loyalty. Sustainable product identification initiative implemented The choice by customers of more sustainable prod- ucts when shopping is another trend consolidated in the last couple of years. According to research from the consultancy M1ndset, 84 % of travel retail and duty-free shoppers think a greater focus on sustain- ability by manufacturers has a positive impact on their perception of a brand, whilst 74 % feel that a greater focus on sustainability increases the likeli- hood of them purchasing products of a certain brand. In 2021, Dufry has implemented a Sustainable Prod- uct Identification System in 171 shops across 128 air- ports, highlighting those products that are aligned with customers' personal values and which fulfill de- fined sustainability criteria. The signage created for the purpose is simple and easy to understand and has been designed to highlight and create customer awareness of the various sustainability criteria asso- ciated with Dufry´s selection of products. Over 550 products were selected for this experience, with pos- itive response amongst customers. Dufry is currently evaluating customers’ feedback and assessing a wider spread of the initiative across other locations. 83 RECYCLABLESUPPORTING LOCALCOMMUNITIESPALM OIL FREESUSTAINABLEPLASTIC FREEVEGAN2 ESG Report DUFRY ANNUAL REPORT 2021 Evolved shop digitization During 2021, Dufry has piloted new concepts and ini- tiatives aligned with these new emerging customer preferences. In the US, in Dallas Love Field and Chicago Midway airports, Dufry´s affiliate Hudson in- augurated two Hudson Nonstop stores. These shops are equipped with Amazon´s Just Walk Out technol- ogy, a technology that allows customers to enter the store with their credit card, pick up the products they are looking for, and then exit the store, all without waiting in check out lines or stopping to pay. Custom- ers of these two shops have quickly adopted this new store concept and are very pleased with the full prod- uct range offered, reaffirming the investment in this technology is meeting an untapped need of travelers. This experience has been further evolved in December 2021 through the implementation of Amazon’s palm recognition service, Amazon One – an absolute first deployment in the travel retail industry. Also in the US, Hudson has piloted another contact- less retailing concept with the introduction in several US airports of Automated Retail Concepts, a 24 / 7 shopping destination that features a wide selection of products from globally renowned and local brands, including skincare, eyewear and electronic products as well as accessories and toys. DUFRY GROUP SUPPLIER CODE OF CONDUCT Recertification of Supplier Code of Conduct Dufry does not produce any goods nor sell any white- label products. As a pure retailer, all products avail- able on our shelves are produced by third party com- panies. As explained in the Trusted Partner section of this ESG report, Dufry expects all of its suppliers to comply with the law, stipulated contract condi- tions and international best practices in respect of human rights and the environment, as well as health and safety and labor standards. To ensure this, Dufry regularly updates its Supplier Code of Con- 84 duct, available on the company´s website, which stip- ulates the provisions required to be a supplier to Dufry. As an additional step, since 2018 Dufry proac- tively approaches its main product suppliers to se- cure their agreement with and / or acknowledgement of the Supplier Code of Conduct, and hence ensure the provisions included are accepted, establishing a 3-year cycle for reassessment. During 2021, Dufry conducted a recertification process of its Supplier Code of Conduct. On this occasion, Dufry more than tripled the number of suppliers from each of the product categories, reaching over 117 suppliers (37 suppliers in 2019) that represent 56 % of the Group´s procurement budget (compared to 44 % of the previ- ous certification). By close of 2021, suppliers repre- senting 45 % of the total procurement volume (COGS) had accepted or acknowledged the Supplier Code of Conduct (2019: 38 %). On top of monitoring suppliers to ensure compliance with the principles established in Dufry´s Supplier Code of Conduct, the Company will continue to reach additional suppliers going for- ward. Following the three-years-cycle approach, the next complete re-certification is planned for 2024. Responsible marketing Dufry’s responsibility goes beyond the products sold and includes its marketing practices (see Customer section of the Annual Report). Traditionally, Dufry has played an active role in the main travel retail associ- ations and in the self-regulation of marketing prac- tices, especially for the sale of alcohol. Dufry has contributed to the development of the Duty Free World Council´s (DFWC) Self-Regulatory Code of Conduct for the Sale of Alcohol Products in Duty Free & Travel Retail – called Responsible Retailer of Alcohol Products. This Code of Conduct, which com- plements existing codes and guidelines followed by individual alcohol manufacturing companies and other bodies, is widely accepted by most travel retail- ers worldwide and was signed and implemented by Dufry in late 2017. Responsible Retailer Accreditation process implemented The DFWC’s Code of Conduct provides a unique standard for promoting responsible retailing of alco- hol products in the duty-free and travel retail chan- nels, establishing clear guidelines for commercial communications, sales of product in the travel retail and duty-free environments and for product sam- pling and tasting at the point of sale. The Code of Conduct is publicly available from the DFWC website www.dfworldcouncil.com. 2 ESG Report DUFRY ANNUAL REPORT 2021 In 2021, we took an additional step forward to obtain the DFWC Responsible Retailer accreditation. This ac- creditation is granted after members of our staff in- volved in the sale of alcohol products – both at store and office levels – are trained on the above-mentioned code through a DFWC developed training module. By the end of 2021, over 2,300 of our employees had ob- tained that certification. This important training has now been incorporated into Dufry´s training catalogue and the company will continue to train employees in- volved in the sale of alcohol going forward. Further progress in several areas Understanding our responsibility, we have made sig- nificant progress in: – Ensuring that products on Dufry shelves adhere to the product safety principles stipulated in the Dufry Supplier Code of Conduct – Responsible marketing communications, both in- store and through our pre- and post-sale points of contact with customers, as well as in product war- ranties and refund policies – Data protection and security of customer and com- pany information – Regularly gathering customer feedback, concerns and suggestions through our own field research and interviews conducted either online, or across the 50 major airports where Dufry operates, as well as through the Customer Service department, which offers direct email or telephone access to the company. Customer service engagement During 2021, Dufry´s customer service platform has been completely updated and the global customer service team answered 80,025 inquiries (compared to 68,905 in 2020). Out of all these customer contacts, 9,846 were customer complaints, 50,306 were infor- mation requests, 16,081 were product queries, 176 were compliments and 15 were suggestions. The remaining 3.601 queries included a variety of other requests re- lated to pre-order and Dufry´s loyalty program or post sale queries. The increase in the number of contacts is related, among other factors, to the recovery of traffic volumes across all locations and to a higher number of users of Red By Dufry services (the group's loyalty program) and the Reserve & Collect collection service. The main causes of complaints were as follows: – Product damages – Red By Dufry missing points – Billing overcharge – Paid and not received merchandise – Confiscation of products. Case resolution time was, on average, less than 10 days. Customer privacy and data protection Dufry is committed to safeguarding the privacy of its customers and their personal information. Dufry has implemented the necessary management and Cyber Security systems to treat any customer’s personal in- formation as confidential. This also includes securely storing personal information – such as for example name, surname, email address or loyalty card number – to prevent unauthorized access to it, along with en- suring that such personal information is only col- lected, used and otherwise processed for legitimate business purposes in accordance with applicable laws and well as the Privacy Notice and Dufry´s Code of Conduct (both accessible in the company´s website). Dufry offers two website applications that collect some personal information from customers – the Reserve & Collect service and its loyalty program called Red By Dufry. These customer engagement channels have experienced a significant increase in registered users. Some personal information and pref- erences of these customers are collected during the registration process so that Dufry can provide more personalized communication and in-store experience. Online transactions While Dufry is undergoing a digital transformation of its business and embracing digital technology across multiple customer touchpoints, the company still doesn’t handle online transactions that include pay- ment for duty-free goods – exceptions are made for some locations, where respective customs regulations allow for this kind of service. The above-mentioned Re- serve & Collect service only allows customers to re- serve products and collect them at their preferred air- port location at the time the customer flies. Normally 85 2 ESG Report DUFRY ANNUAL REPORT 2021 however, it is not until customers collect the products and show their boarding passes as required, that the payment is processed. This is due to customs regula- tions that only permit Dufry to sell duty-free products at the airport location itself. Data protection structure and audits Dufry’s Group Data Protection Policy sets out strict re- quirements for the processing of personal data of cus- tomers, business partners, employees and other third parties whose personal information Dufry may have ac- cess to. It meets the requirements of the European General Data Protection Regulation (GDPR) and glob- ally ensures compliance with the principles of national and international data protection laws in force all over the world. The policy sets a globally applicable data pro- tection governance and regulates roles and responsi- bilities among our Group companies. Dufry has a Global Data Protection Coordinator (Global DPC) who reports to the Chief Compliance Officer. The data protection organization relies on a decentralized structure, with local data protection coordinators (Local DPCs) in the relevant countries. The Local DPCs bear the responsi- bility for data protection matters within their scope of operations. Our employees, as well as third-parties who provide ser- vices on Dufry’s behalf, are required by policy and pro- cess, as well as by contract, if applicable, to treat cus- tomer information with care and confidentiality. Our processes are designed to preclude unnecessary access to confidential information and Dufry has administrative, technical and physical safeguards that reflect this obli- gation. Dufry regularly reviews and enhances related procedures and policies. The Group also undertakes internal Data Protection Au- dits and intrusion tests on a regular basis, while periodic meetings are held to discuss and improve the protec- tion of customers’ personal data. Anyone wishing to re- port a grievance or ask a question regarding Dufry’s data privacy policy, or to access, delete, correct or transfer his or her personal information, can address such subject data requests to privacy@dufry.com. In 2021, Dufry did not report any incident regarding a breach of customer privacy. Cyber Security Dufry is continuously monitoring, reviewing and up- grading its processes to protect its business from po- tential cyber security threats that ultimately could end with theft of data. At a global level, Dufry has a Global IT Security Team that is responsible for keeping IT threats away from Dufry’s business, understanding 86 emerging threats and investing in the necessary tech- nology to mitigate potential new risks. In this regard, Dufry has a number of systems and se- curity processes in place, including a robust IT security system and a number of internal policies and proce- dures complying with applicable laws and regulations. This is all included in the company’s Global Information Security Policies which is aligned with the international security frameworks ISO 27000 and the National Insti- tute of Standards and Technology (NIST). Dufry performs regular tests of its systems and takes several measures to improve cyber security, prevent malware infections and avoid data breaches. Amongst others, Dufry: – Encrypts customer, payment and any sensitive data and limits access to it – Keeps software up-to-date by installing updates and security patches – Secures point of sale (POS) devices and applications – Performs regular vulnerability testing to identify weaknesses – Monitors all activity in Dufry’s systems and data for any anomalous activity and indications of threats – Uses (and promotes amongst its employees) secure passwords and two-factor authentication – Runs antivirus software continuously, periodically scanning systems for malicious files – Has introduced advanced Malware protection – Has PCI certifications in place in most of the coun- tries where it operates – Has established a global security monitoring and protection system overseeing Dufry’s cloud ser- vices. Security Awareness Program As part of the Security Awareness Program, Dufry conducts regular internal communications campaigns and both mandatory and optional training for all em- ployees regardless of function and location. The con- tent of this communication and training program in- cludes relevant and individual steps towards achieving a secure IT environment, including: – PCI DSS Awareness – Secure Remote Working – Phishing & Ransomware – Password Safety – Privacy and Data Protection – Social Engineering – Global Information Security Policies – Global Policy of Acceptable Use of Technology – Data Leak Prevention. 2 ESG Report DUFRY ANNUAL REPORT 2021 PROTECTING ENVIRONMENT GRI INDICATORS: 201-2 301-3; 302-1,3; 305-1, 2, 4; 307-1 SDGs: 3.9 7.2, 7.3 8.4 12.2, 12.4 13.1 14.3 15.2 16.3 Roadmap towards environmental sustainability Dufry is committed to conduct business in an environ- mentally conscious manner. Dufry regularly assesses the environmental reach of its commercial activity and works towards minimizing the impact. Due to the spe- cial nature of the travel retail industry in which Dufry operates, Dufry closely collaborates with third par- ties, in particular with landlords, brand suppliers and logistics providers, towards reducing the environmen- tal impact of its business and contribute to implement circular economies where possible. In this regard, Dufry closely collaborates with its part- ners to become a more sustainable business by pro- moting effective use of resources – especially energy – across the operations and supply chain, minimizing the generation of unnecessary waste, adopting new technologies that contribute to the reduction on en- vironmental impacts and supporting our customers in their objective of choosing more sustainable products. As previously indicated in this report, Dufry operates shops in highly regulated, third-party owned premises such as airports, train stations, cruise ships & ferries, as well as seaports and downtown resorts. This means that for most of the stores, a large proportion of the utility consumption, such as water or energy usage and sourcing in the shops, cannot be directly changed or influenced by Dufry, as these factors are predeter- mined by the landlords and the given building con- struction. Likewise, as a pure retailer, Dufry does not develop own product labels, does not operate any own manufacturing sites, and only sells third-party prod- ucts directly sourced from its brand partners. The company therefore concentrates its energy-sav- ing and emission reduction efforts mainly in the areas of product sourcing, supply chain & logistics, its own office premises and in the planning of new stores or in the refurbishment efforts of existing shops. With re- spect to shop design, the focus is on the related con- struction materials, fitting equipment and lighting in accordance with several sustainability criteria. Dufry recognizes the importance of international ini- tiatives to promote action around environmental sus- tainability. In this regard, Dufry is firstly a signatory member of the UN Global Compact, adopting the com- mitment of taking a precautionary approach to its op- erations; secondly supports the UN Nations to drive awareness about the Sustainability Development Goals (SDGs), and thirdly participates in a number of industry initiatives, such as the ACI Europe Climate Task Force. Dufry´s environmental management system Dufry has established an environmental management system that permits the company to assess and un- derstand its impact on the environment with a system- atic and consistent approach, subsequently enabling the company to define the main lines of our goals and actions. In some areas, where we have direct and stronger possibilities to influence our footprint, we have already actioned specific initiatives to reduce our footprint, such as the replacement of plastic bags (see page 92). In other circumstances, where our business model provides less potential of directly influencing our footprint, Dufry significantly increases its stake- holder dialogue – mainly with the airports and supply chain – to explore opportunities to reduce the impact further. 87 2 ESG Report DUFRY ANNUAL REPORT 2021 As a signatory member of the UN Global Compact, Dufry has formally adopted the precautionary ap- proach principle to its operations. The company fol- lows a consistent process to assess its operations from an environmental perspective, to identify current or future environmental impacts of its activities and to promote initiatives that respect the environmental balance and comply with existing environmental laws and regulations. Dufry´s environmental management system, supe- vised and implemented by the ESG Committee, hence permits placing the environment at the center of decision-making through: – The assessment of the environmental risks of its ac- tivities, facilities, products and services on a regu- lar basis, improving and updating the mechanisms designed to prevent, mitigate or eradicate them – Ongoing identification, assessment and mitigation of the environmental impacts of the Group’s activ- ities, facilities, products and services – Management of risks and impacts by establishing objectives, programs and plans that promote the continuous improvement – Environmental training of the Group’s professionals. Reducing resource consumption and CO2 footprint To better assess and understand the environmental impact of Dufry´s activity when it comes to resource consumption and emissions, we have identified five different areas of our business that permit the com- pany to track and, in a second stage, implement the necessary measures and goals to minimize the impact. These include the third-party production of the goods sold in our stores (supply chain), goods transporta- tions, warehouses, shops and office environments. With respect to the types of resources used and the information collected, electricity and fuel consump- tion are the most material aspects of our footprint; water consumption is marginal and restricted to nor- mal use by our employees and cleaning services within our premises. During 2021, Dufry has significantly increased the scope of data gathering, covering 90 % of total retail space and has estimated the most important cate- gories of scope 3 emissions. That has permitted the company to define its strategy to reduce the company´s carbon footprint by establishing emission reduction targets following the SBTi criteria. Stores Most of the electric energy consumption of Dufry´s activity happens in the store environment. Lighting, re- frigeration and air conditioning of over 2,300 stores are the largest contributors to our energy consump- tion and, consequently, to our CO2 footprint. The di- rect influence of Dufry on these is however limited due to the nature of our business. Dufry stores are mostly located in third-party owned premises and in highly regulated environments, where Dufry has little or no choice when selecting power sources. Based on the utility invoices issued by landlords for the year 2021, we have identified emissions and re- source consumption for operations covering over 90 % of total retail space. By reaching such as high fig- ure, we have been able to extrapolate the information and estimate total emissions for all of our retail space. Distribution centers and warehouses The second-largest contributor to Dufry´s environ- mental footprint is the transportation of goods. Dufry operates three main distribution centers in Uru- guay, Switzerland and Hong Kong, which operate ad- ditional warehouses in Hong Kong, Runnymede (UK), Barcelona (Spain) and Miami (USA), to provide timely shipping of goods to our operations. These main logis- tics centers receive major shipments from the suppli- ers and further distribute products to our respective In this regard, we regularly engage in constructive di- alogue with stakeholders in the areas in which we can actively influence the environmental footprint, to as- sess the impact and eventually implement measures to minimize or even offset the impact. As a comple- ment to Dufry´s Environmental Management System, in 2021 Dufry has established a set of Environmental Management Guidelines that define the environmen- tal principles that Dufry follows when it comes to Cli- mate Change and Energy Efficiency, Resource Con- sumption and Shop Development. These guidelines are available in the Sustainability section of Dufry´s cor- porate website: www.dufry.com/en/sustainability. 88 2 ESG Report DUFRY ANNUAL REPORT 2021 operations. Whenever possible, freight is carried by sea and we aim to consistently select the most effi- cient means of transport in terms of CO2 emissions. Furthermore, the vast majority of our long-haul logis- tics partners are either ISO 14001 accredited and / or have strong environmental management procedures in place. Additionally, we have over 25 local warehouses, which redistribute goods received from the central ware- houses to the operations. These are located where Dufry holds several significant operations within the same country in terms of volumes transported. In general, distribution to individual stores is done by road. These road transports are mostly outsourced to national and international specialized partners, some of which have implemented their own environmental strategies. Only a minimal part of the company’s transportation – mostly in the UK – is done with a Dufry-managed transportation fleet. Through the high efficiency in our logistics chain, we ensure that the en- vironmental impact of transporting goods is kept to a minimum. The vast majority of shipments of goods from the sup- plier’s site to Dufry’s Distribution Centers is excluded from the assessment, as these emissions lie within the ESG responsibility of the suppliers. As part of its own emission reduction targets, Dufry engages with sup- pliers to discuss and encourage footprint reduction opportunities. Office environment Beyond stores and warehouses, Dufry has office premises in a number of operations across the world. Main ones include the Group´s Headquarter offices in Basel (CH), Bedfont Lakes in Feltham (UK), Madrid (ESP), East Rutherford (US), Miami (US) and Rio de Janeiro (BR). Within these premises, energy consump- tion is mostly related to lighting and heating. A num- ber of individual measures, such as automatic switch off for lighting and heating systems, presence detec- tor activators and staff awareness campaigns, have been implemented in Dufry offices to reduce utility consumption. Additionally, we advise our employees to question the necessity of any travel and consider using alternatives to travel, such as virtual meeting systems (videoconferences, teleconferences, com- puter live meetings, etc.) and we promote more envi- ronmental alternatives for our employees’ daily com- muting, such as public transport offers. TRANSPORTATION CYCLE & EMISSIONS MAPPING DUFRY OFFICES DISTRIBUTION CENTERS SUPPLIERS DUFRY STORES LOCAL WAREHOUSES 89 2 ESG Report DUFRY ANNUAL REPORT 2021 Greenhouse Gas Protocol Dufry follows the Greenhouse Gas Protocol (GHGP) standards to report CO2 emissions. This protocol is the most widely used international accounting tool for governments and businesses to understand, quantify and manage greenhouse gas emissions and classifies emissions into three scopes: – Scope 1: Direct greenhouse gas emissions from sources owned by the company. For Dufry, Scope 1 emissions are limited to those from the fuel used by Dufry-managed transportation fleets and fossil fu- els used mainly for heating purposes. – Scope 2: Indirect greenhouse gas emissions from electricity use. In the case of Dufry these include electricity consumption in stores, offices and ware- houses. – Scope 3: These are the emissions released by third parties when they provide their services to Dufry. For Dufry, these include mainly emissions related to purchased goods, logistics and employee travel. Compared to other companies, Dufry has a singular emission structure and, unlike other businesses where Scope 1, 2 and 3 emissions are in a similar order of magnitude, Dufry’s carbon footprint is vastly domi- nated by the carbon emissions caused by the produc- tion of its purchased goods that are sold to our cus- tomers. Science-Based Reduction Targets defined During 2021, Dufry has defined science-based targets, thus recognizing the crucial role the business commu- nity can play in minimizing the climate change risk. Dufry’s emission reduction targets are in line with the SBTi Criteria and Recommendations (Science Based Target Initiative), and will be submitted to SBTi for validation and official publication. Science-based targets are greenhouse gas emissions reduction targets that are in line with the level of de- carbonization required to meet the goals of the Paris Agreement – to limit global warming to well below 2°C above pre-industrial levels and pursue efforts to limit global warming to 1.5°C. As part of its Climate Strategy, Dufry has established two sets of emission reduction targets, based on a comprehensive analysis of its business model and emissions profile commissioned to a third-party con- sultant. Dufry has established an emission reduction strategy for Scope 1 and 2 emissions which follows SBTi`s 1.5°C pathway. In addition, Dufry wants to achieve climate neutrality of its own operations (Scope 1 & 2 emissions) by 2025. Dufry will eliminate Scope 1 and 2 emissions through consumption reduction, use of Green Electricity and by compensating unavoidable emissions with carbon offsetting initiatives to be de- fined in the near future. For Scope 3 emissions, Dufry follows SBTi´s well be- low 2°C pathway with two separate objectives. Through supplier engagement programs, Dufry will commit to ensure that, by 2027, suppliers representing 50 % of our procurement budget have SBTi validated emis- sion-reduction targets. At the same time, through col- laboration with its logistic partners, Dufry will reduce ENERGY CONSUMPTION GREENHOUSE GAS EMISSIONS in MWh Electricity1 Diesel2 2021 2020 2019 In tons of CO2-eq. 85,756 243,054 92,148 185,439 120,857 Scope 13 691,362 Scope 24 Scope 33 Total 2021 935 19,813 3,728 24,477 2020 446 21,290 1,451 23,206 2019 1,736 27,923 5,117 34,776 Carbon Intensity 2021 2020 2019 Tons of CO2-eq, / m2 of comm. space 0.0521 0.0495 0.0740 1 The consumption levels of the 3 reporting years 2021, 2020 and 2019 are not directly comparable, as 2021 and 2020 are impacted by temporary shop closures due to the Covid-19 pandemic. Also, an increased coverage and scope extention of the data collection in additional Dufry entities has to be taken into account (2021: 80 % of sales / 2020 64 % of sales / 2019: 64 % of sales are covered). 2 Includes consumption of Dufry-managed goods transportation in the UK, Jordan and Morocco. 3 Scope 3 emissions includes data from logistics partners accounting for 64 % of total volume of good transported globally in 2021 (2019 & 2020: 55 %) as well as global employee's business flight emissions. Not included here are the product purchasing related scope 3 emissions. 4 Carbon intensity calculated over the total square meters of commercial surface operated by Dufry in m2 (2021: 469,581 / 2020: 469.041 / 2019: 469,990). 90 2 ESG Report DUFRY ANNUAL REPORT 2021 EMISSION REDUCTION STRATEGY SCOPE 1+2 The emission reduction strategy for Scope 1+2 follows the Science Based Targets initiative «1.5˚ C» pathway. D N A D E C U D E R E B O T D E T A S N E P M O C REDUCE ELECTRICITY EMISSIONS OF GROUP THROUGH LOWER CONSUMPTION AND USE OF «GREEN ENERGY» Purchase Renewable Energy Certificates (RECs) at Group level COMPENSATE RESIDUAL AMOUNT OF «NON-AVOIDABLE EMISSIONS» SCOPE 1 + SCOPE 2 Engage in «Carbon offsetting» initiatives to compensate for the estimated residual amount of 2,500 t of CO2 emissions ACHIEVE CLIMATE NEUTRALITY FOR SCOPES 1+2 BY 2025 S N O I S S I M E 2 + 1 E P O C S ) 2 O C T 0 0 0 0 4 , . X O R P P A ( EMISSION REDUCTION STRATEGY SCOPE 3 The emission reduction strategy for Scope 3 follows the Science Based Targets initiative «well below 2˚ C» (WB2D) pathway. S N O I S S I M E 3 E P O C S ) 2 O C T 0 0 0 0 0 8 3 , , . X O R P P A ( * D E C U D E R E B O T REDUCE CARBON FOOTPRINT OF PURCHASED GOODS THROUGH «SUPPLIER ENGAGEMENT PROGRAM» WITH BRAND PARTNERS – Establish supplier engagement program and track suppliers who have committed to SBTi** – Engage and collaborate with suppliers to reach additional SBT commitments REACH 50 % OF COGS COVERED BY SBTI-COMMITTED SUPPLIERS BY 2027 REDUCE CARBON FOOTPRINT OF UPSTREAM LOGISTICS THROUGH COLLABORATION WITH LOGISTIC PARTNERS – Expand existing logistics data collection – Develop Green Logistics Code of Conduct – Track SBTi or other emission reduction goals of logistics service providers REDUCE CARBON FOOTPRINT OF LOGISTICS PARTNERS BY 28 % BY 2030** * Result of first estimate of most significant Scope 3 emissions ** Based on 2019 emission levels 91 2 ESG Report DUFRY ANNUAL REPORT 2021 carbon footprint of logistics by 28 % by 2030. Both of the initiatives combined will serve to reduce our Scope 3 carbon footprint in alignment with SBTi criteria. gradable alternatives that will meet ICAO´s and air- ports´ regulations. Once the substitution of the single- use plastic bags is fully completed, the company will reduce plastic usage by 7.3 tons per annum. Progress on move to non-plastic shopping bags Starting in the last quarter of 2020, Dufry gradually began replacing existing plastic carrier bags at all its duty-free operations globally - which already con- tained more than a 70 % of recycled plastic - with more environmentally friendly ones made of biodegradable and recyclable materials. The only exception for the time being is that of STEBs (Secure Tamper Evident Bags). These are necessary for certain airport pur- chases such as liquor or tobacco, as per the require- ments of the International Civil Aviation Organization (ICAO) and regulations of certain airports. For this type of bags, Dufry is also exploring recyclable or de- 92 The plastic bag phase-out is coupled with point-of-sale communication campaigns to raise awareness and en- courage customers to reduce plastic consumption and replace it with more sustainable alternatives. The company has also agreed to adopt a global price scheme for carrier bags as an additional way of rais- ing awareness and reducing bag consumption overall. This formal decommissioning of single-use plastic car- rier bags follows other measures adopted in previous years, geared at reducing plastic consumption across our operations, such as offering more sustainable al- ternatives, including re-usable or jute bags. Dufry currently offers non-plastic bags in 15 coun- tries, and introduces paper or other biodegradable bags in additional countries as soon as existing stock of plastic bags is depleted. Waste and recycling Avoiding any waste in the first place or recycling it, is an effective way to save valuable resources. In our warehouses, packaging materials, which mainly con- sist of cardboard, paper, plastic film and wood, as well as electronic and plastic consumables such as neon lamps and PET, are sorted into different containers and sent for recycling. The recycling process is out- sourced to specialized service providers. In the shops, waste produced by our operations is mostly packing material handled through the land- lord’s waste disposal system and recycled accordingly where possible. In many of our locations, we are tak- ing measures to reduce single-use plastic film, such as replacing roll containers used to move products from warehouses to the stores. The new models, which include closures on four sides and at the top, drasti- cally reduce consumption of the plastic film needed for the covering and the plastic shrink wrapping used with the old system. With regard to cartons and pallets used to transport and protect products, Dufry reuses the same units as much as possible, thus consistently reducing con- sumption of new resources. In our offices, the reduction of paper consumption is one of our ongoing challenges. Dufry has put in place local initiatives to reduce paper and other office ma- terial consumption, including tips to reduce paper us- 2 ESG Report DUFRY ANNUAL REPORT 2021 age, such as printing double sided, avoiding printing of the legal text at the bottom of emails, and encourag- ing people only to print when necessary. The adoption of IT solutions, such as the electronic invoice manage- ment system, is also helping to reduce the amount of paper used in the day-to-day work of our staff and contributing to the protection of resources. Food waste Food waste is not a material topic for Dufry for two main reasons. First, the majority of food products sold by Dufry belongs to the food & confectionery cate- gory, which all have a fairly long shelf life and are not exposed to short expiry dates. Second, with respect to the food offering in our F&B formats, we source lo- cally and with short lead-times allowing us to flexibly adapt quantities and products to the specific needs of the individual operation. gin aggregates policy, hazardous chemicals policy, guidelines and energy targets for brand partners for the supply of branded display devices. These guide- lines have to be followed by local construction teams and their respective sourcing of materials. Following LEED principles During the shop development and refurbishment phase, Dufry follows the principles established by leading green-building certification programs, such as the Leadership in Energy and Environmental Design (LEED) recommendations. In this regard, Dufry: – Sustainably designs and plans new store develop- ments and refurbishments considering all aspects, from visioning to renovation preparation, including: – comprehensive metering of existing energy con- sumption, – introduction of solutions to improve traffic flow, introduction of smarter construction materials (easier to clean, anti-bacterial, etc.) – Undertakes a collaborative sustainable approach for the design process by engaging with all stake- holders involved in the process (designers, contrac- tors, landlords, material suppliers, etc.) – Prevents construction pollutions by protecting the site during the construction – Reduces use of natural resources by re-using mate- rials and equipment by giving modular and recycla- ble design to furniture and other mobile elements of the stores – Encourages recycling for all users – employees, cus- tomers and other stakeholders – Reduces energy consumption of stores and increases equipments’ lifespan – Conducts selective sourcing of materials (natural materials from sustainably managed sources and / or recyclable materials) – Selects resource-efficient equipment and fixtures (energy efficient, water efficient, etc.) – Prioritizes local sourcing of materials. Store development and sustainable construction Dufry takes a sustainability approach when designing, constructing and refurbishing stores. In the design phase and the selection of materials, we choose the most environmentally friendly options and use locally sourced furniture and materials whenever possible, to reduce environmental impact. The shop design de- partment is centrally organized at the Group level. It develops guidelines and defines several industry stan- dards enabling us to create attractive shopping envi- ronments, while at the same time reducing energy consumption by using renewable or recycled materi- als. To this end, specific policies are in place to man- age the use of materials: timber policy, cement and vir- Dufry´s biggest impact on the environment when it comes to shop development, is in relation to its energy consumption. Being a public space, airports have to provide well-lit facilities and naturally, this is a sub- stantial part of their energy consumption. The main focus therefore is on substituting traditional lighting for more energy-efficient lighting systems (e.g. LED) on ceiling and furniture displays, and on using A- or A+-rated electronic devices (e.g. air conditioning, re- frigerators) in our stores, resulting in a significant drop in the overall energy consumption. The sustainability approach to store construction however goes beyond the environmental dimension. 93 ACI Europe Climate Task Force In 2019, Dufry joined the ACI Europe Climate Task Force as the representative of the travel retail indus- try. The mission of the Climate Change Task Force is to follow up on the implementation of ACI Europe’s Climate Resolution from June 2019, which includes the preparation of guidance material for members, to sup- port them in achieving the Net Zero 2050 commit- ment. Net Zero aims to reduce emissions under the airport´s control down to zero. This is achieved by re- ducing energy and fuel consumption through the de- sign of new energy-efficient infrastructure amongst other recommendations. Retailers play an important role in the airport ecosystem and Dufry, as the larg- est global travel retailer, contributes to the work of the task force with its vision, experience and recommen- dations in the regular meetings held. 2 ESG Report DUFRY ANNUAL REPORT 2021 Besides complying with the provisions of the Dufry Supplier Code of Conduct when selecting local con- struction partners, we ensure that they also comply with social and environmental regulations, hence, en- suring that the efforts initiated in our design studio also result in truly sustainable environments and spaces for our customers. Engaging in partnerships at operations level Dufry engages with its stakeholders to promote envi- ronmental protection practices wherever this is possi- ble. We actively participate in sustainability committees with our airport partners, with the aim of identifying areas where we can collectively reduce the environ- mental footprint of our operations. In an increasing number of our operations, Dufry has a designated sus- tainability manager in charge of liaising with landlords and other airport stakeholders to drive sustainable practices. Either through innovative technologies, ad- aptation of passenger flows or rethinking the recycling processes in place, we are contributing to the com- mon goal of making airports a more sustainable space. Airport Carbon Accreditation The Airport Carbon Accreditation is an Airport Coun- cil International (ACI) Europe certification program that independently assesses and recognizes the ef- forts of airports to manage and reduce their carbon emissions. It defines six different levels of certifica- tion: ‘Mapping’, ‘Reduction’, ‘Optimization’, ‘Neutrality’, ‘Transformation’ and ‘Transition’. In order to achieve the Optimization accreditation (level 3 of 6) and above, airports need to actively en- gage with airport stakeholders, as they need to de- velop a more extensive carbon footprint to include specific Scope 3 emissions and the formulation of a Stakeholder Engagement Plan to promote wider air- port-based emission reductions. In many cases, these plans also involve Dufry as the operator of airport stores. In 2021, according to information from Airport Carbon Accreditation, 67 airports reached the optimization level (level 3) and 72 airports achieved carbon neutral- ity (level 4) and superior accreditations. Considering both of these groups, Dufry operates stores in 50 of these 139 airports, including Dallas Fort Worth, Athens, Helsinki, Stockholm Arlanda, Vancouver, Zurich, London Heathrow, London Gatwick, Abidjan and Queen Alia Airport in Amman, Jordan. 94 2 ESG Report DUFRY ANNUAL REPORT 2021 EMPLOYEE EXPERIENCE GRI INDICATORS: 401-1, 403-1, 404-1, 405-1, 406-1 407-1, 410-1, 415-1, 419-1 SDGs: 3.3, 3.5, 3.7, 3.8 4.3, 4.4, 4.5 5.1, 5.5 8.2 8.5, 8.6, 8.8 10.3 16.7 Every Dufry employee is an ambassador of the com- pany. Whether in stores, offices or warehouses, all members of our staff contribute with their day-to- day work to shape the company and evolve our brand. Dufry places high importance in building a great and unique place of work for its staff, ensur- ing it delivers the best in terms of fair and equal working conditions, healthy and safe working envi- ronments, attractive salaries, promotion and reten- tion strategies, avant-garde training programs and anything that contributes to generate high engage- ment levels amongst our staff. Number of headcounts increased Dufry had 19,946 people (FTE) working for the Group at December 31, 2021, compared to 17,795 at year-end 2020. The increase in the number of headcounts re- sponds to the progressive re-incorporation of staff members on furlough, as well as new hires in line with travel restrictions being lifted and accompanying the gradual recovery of travel. Whilst at the end of 2021 Dufry had reopened 80 % stores representing 88 % of global sales capacity, the full re-incorporation of fur- loughed staff will proceed in line with the recovery of passenger traffic. Building on our core brand values – Global, Focus, Delivery and Solid – Dufry has developed a number of policies and procedures that ensure a consistent experience across the 66 countries in which it op- erates, and which represent the foundation of the future of Dufry. The Business Operating Model (BOM) serving to standardize processes and proce- dures, and ONEDUFRY, harmonizing values and prin- ciples as well as streamlining the cultural integra- tion of the Group, have fostered the setup of a true global company with the highest employee stan- dards. Across the 66 countries where the company is present, Dufry generates an additional contribution to the wealth of local communities and society by offering working opportunities to third party employees and the respec- tive generation of additional salaries and tax payments. In this context, our 2,300 plus stores are not just sales locations for our brand partners to sell their products, but also labor opportunities for over 2,200 people that work in our stores representing these brands and other service providers. From beauty advisors to IT develop- ers, they all contribute to create a world-class shopping experience and benefit from accessing a dynamic mar- ket and unique working opportunities. OVERVIEW EMPLOYEE STRUCTURE 2021 HQ & Distribution Centers Europe, Middle East & Africa Asia Pacific The Americas FTEs Headcounts 497 523 8,767 10,465 577 749 10,105 11,118 Total 19,946 22,855 95 2 ESG Report DUFRY ANNUAL REPORT 2021 EMPLOYEES BY REGIONS EMPLOYEES BY GENDER FEMALE MALE 64 % 36 % EUROPE, MIDDLE EAST & AFRICA 46 % 3 % ASIA PACIFIC 49 % THE AMERICAS 2 % HEAD- QUARTER & DISTRIBUTION CENTERS Evolution of Diversity & Inclusion Developing a diversified workforce is a core value for Dufry and something that our company is very pas- sionate about. Unlike traditional retailing, our industry operates in multinational and multicultural environ- ments. Being present in 66 countries, Dufry engages on a daily basis with customers, suppliers and col- leagues from more than 150 different nationalities. To succeed in this industry, it is paramount to understand cultural differences as a way of engaging and better serving our customers. Diversity is an essential asset to – and integral part of – our company and Dufry promotes an inclusive cor- porate culture that understands and celebrates diver- sity in all its forms, be it in gender, age, race, ethnicity, culture, beliefs or creed. Our workforce comprises colleagues from more than 144 nationalities across all functions and levels of the organization. This has been a consistent situation for many years and we continue to believe that this broad cultural diversity represents a unique competitive advantage. We also view it as a key element in the successful development of our Group and in the implementation of our long-term growth strategy. The staff in Dufry’s shops in each country are predom- inantly local. Our presence in 66 countries around the world makes us an important employer in many loca- tions, with many of our operations being located in emerging markets and offering interesting career op- portunities. This, in addition to bringing expertise and experience on how to operate an international busi- ness, contributes to local development and wealth. 96 D & I VISION STATEMENT Our Customers are on a journey – so are we – Dufry is committed to building an inclusive and culturally sensitive workplace for everyone, in which all our people recognize that their unique characteristics, skills and experience are re- spected and valued. – Dufry employs great people from a wide variety of backgrounds and with a broad range of skills and experiences to best serve our customers and build a better and stronger company for all our stakeholders. – Dufry recruits, rewards and promotes people based on capability and performance – regard- less of gender, national origin, ethnicity, life- style, age, beliefs, or physical ability. Appointment of Chief Diversity & Inclusion Officer In 2021, Dufry appointed a Chief Diversity & Inclusion (D & I) Officer, who is also a member of the Global Executive Committee, reporting to the Group´s CEO. In her role, the Chief D&I Officer will foster and fur- ther develop the group-wide implementation of the Dufry Diversity & Inclusion (D & I) Strategy. The mission of Dufry´s D & I initiative is identifying, understanding and eliminating barriers to ensure we deliver a consis- tent and truly diverse workplace for all our employees. The scope of the D & I initiative includes recruitment practices, career roadmap & development, succession planning, compensation & benefits, work-life balance 2 ESG Report DUFRY ANNUAL REPORT 2021 and organizational culture as well as raising employee awareness about D & I topics. The role of the Chief D & I Officer broadens the scope of existing diversity pro- motion forums – such as women@dufry or the Hud- son Diversity & Inclusion Task force – to cover addi- tional diversity and inclusion matters other than gender equality. Diversity & Inclusion Survey In the fourth quarter 2021, Dufry conducted a D & I survey, reaching over 70 % of Dufry´s headcount, that served to better understand the perception of D & I amongst the group employees. This valuable input will serve Dufry to further evolve in being more inclusive and equal for all by identifying opportunities and de- velop targeted initiatives. DEMOGRAPHIC INDICATIONS OF D & I SURVEY RESPONDENTS As part of Dufry’s anonymous D & I survey conducted in 2021, employees who responded to the survey provided amongst other feedbacks the demo- graphic indications shown here. As the survey reached out to 70 % of the employee popula- tion the feedback gives a good representative picture of the company’s demographic em- ployee structure. TENURE Tenure Over 20 years Prefer not to say 4 % Less than 2 years 10% 10 % 9 % 16 % 16 years to 20 years 11 years to 15 years 30 % 2 years to 5 years 21 % 6 years to 10 years AGE PROFILE OF RESPONDENTS GENDER DIVERSITY Age Profile of Respondents Prefer not to say 5 % 25 years or younger 6 % 55 years or older 16 % 20 % 26 years to 34 years LGBT+ Gender Diversity 2 % Prefer not to say Fluid / Non Binary 0 %* 9 % 45 years to 54 years 24 % 28 % 35 years to 44 years Male 30 % 59 % Female *24 Persons JOB FUNCTION OF RESPONDENTS ETHNIC DIVERSITY Job Function of Respondents Office based 22 % 78 % Operations or Warehouse Ethnic Diversity Prefer not to say Mixed multiple ethnic groups Other ethnic group 4 % 17 % 14 % Black / African / Caribbean 5 % 12 % Asian 48 % White TENURE IN CURRENT JOB CARE GIVING RESPONSIBILITIES THOSE WHO DEFINE AS HAVING A DISABILITY Tenure in Current Job Prefer not to say 6 % Less than 1 year Prefer Care Giving Responsibilities not to say 6 % 11% 10% 1-2 years Yes 35 % 6-10 years 43 % 30 % 3-5 years 59 % No Those who define as having a disability Yes 3 % Prefer not to say 12 % 85 % No 97 2 ESG Report DUFRY ANNUAL REPORT 2021 Updated Human Resources policy creating a great place to work Making Dufry the place where our employees want to continue working involves investing time and resources to continuously assess and identify opportunities where Dufry can improve its culture, thus contributing to retaining talent and helping staff achieve their high- est potential. Dufry is working relentlessly towards providing the best working conditions for our staff and gathering their feedback with regular employee sur- veys (see corresponding section on page 102 within this report). During 2021, Dufry has updated it´s HR Policy, which is now publicly available in the group´s website. This Policy describes the common base, principles and guidelines, which, in terms of human resources man- agement, are applicable to the whole Group. The pol- icy, which has been shared and trained with employees, covers diverse topics, including: – Selection and hiring – Equality, Diversity and Respect for Human Rights – Working Conditions and Labor Relations – Health & Safety – Remuneration and Working Time – Career Development and Advancement – Succession planning. relationship. Therefore, it is important for us to build a constructive dialogue between each individual em- ployee and manager regarding goals, priorities and personal development. All our staff members receive an annual performance review aimed at evaluating their performance and identifying further personal development potential for next career steps. Our staff also enjoy additional benefits that vary from one location to another, and include medical insurance or transport allowances. In this regard, during 2021 Dufry continued with the roll-out of Emporium – a web- based shop with thousands of products from Dufry´s core product categories, as well as exclusive campaigns from luxury brands at retail-discounted prices. This benefit is exclusive to staff members (Dufry and Air- port Community) and includes a Friends & Family pro- gram. By the end of 2021, Emporium was available in 10 countries, including Dufry’s main locations by head- counts – UK, US, Canada, Spain, Switzerland, Greece, Brazil, Mexico and Hong Kong & Macau. The company will continue with the rollout of Emporium throughout 2022. Compensation and benefits Dufry offers its employees competitive salaries and incentives as a way of attracting and retaining talented staff. Dufry´s standard compensation includes a fixed and a variable performance-based compensation that rewards the individual efforts of staff members. Vari- able pay is linked to individual and company objectives. Equal employment As indicated in our HR Policy and in the Dufry Code of Conduct, both available on the corporate website, Dufry offers and promotes working environments where everyone receives equal treatment, regardless of gender, color, ethnicity or national origins, disability, age, marital status, sexual orientation or religion. In ad- dition, we adhere to local legislation and regulations in all the countries in which we operate. Any form of child labor or forced labor is strictly forbidden and clear re- cruitment procedures and regular workplace controls ensure that this never happens at any location. We regularly review and discuss professional develop- ment with employees and link their performance to in- centives. Performance reviews are an important as- pect to a long-term, successful employer-employee Anti-discrimination, diversity and ensuring equal op- portunities are and have always been important social and corporate issues for Dufry across all locations, 98 2 ESG Report DUFRY ANNUAL REPORT 2021 especially (but not exclusively) in developing countries. Many locations in which the Group operates still pose challenges to the guaranteeing of equality. We moni- tor these countries closely to ensure we provide equal opportunities to all our staff. As explained on page 106 of this report, the company has in place whistleblower mechanisms to denounce discrimination cases if they happen. We provide our employees with fair and competitive wages based on each individual’s background and ex- perience, their particular job within our organization, the appropriate market benchmark in the respective countries and locations, as well as her / his perfor- mance. The remuneration structure of our employees is assessed on a regular basis to make sure there is no discrimination related to any kind of diversity. Equal salary certification in Switzerland Dufry became equal salary certified in Switzerland at the beginning of 2019 and has been re-certified again in 2021. This certification underscores the commit- ment to a fair and unbiased reward structure, which enables employees to develop and thrive in their ca- reers. The certification process took place in three stages through statistical evaluation, on-site audits and interviews with individuals and panel groups. All phases of the certification and re-certification pro- cesses were performed at the Basel Headquarters and the Zurich airport operation and gave proof on how management systems, HR policies and processes in- tegrate the dimensions of equal remuneration. Health & safety Workplace safety is a priority and an essential com- mitment for the company in our stores, offices and warehouses. As indicated in the HR Policy, the com- pany ensures that all activities are carried out safely by taking all possible measures to eliminate (or at least reduce) the risks to health, safety and welfare of em- ployees, contractors, customers, visitors and any other person who can be impacted by our operations. The majority of our workforce operates in airports, seaports, cruise ships and similar environments. As a basic pre-requisite employees have to comply and fol- low the respective airport’s, seaport’s or vessel’s safety rules as these environments are highly regu- lated. On top of this, Dufry has specific health & safety regulations for its employees, including internal poli- cies and guidelines – both global and local – which may go beyond the legal health and safety requirements. Dufry generally strives to achieve high occupational health & safety standards and actively encourages compliance across the whole Group. As a result, Dufry has a number of different Health & Safety regulations and procedures throughout the organization (for spe- cific Covid-19 related initiatives see the separate para- graph below). Regardless of the specific requirements of each local legislation, there are certain principles that all these procedures adhere to, including: – Compliance with current labor legislation on health and safety – Reduce working-related accidents, implementing the necessary occupational risk prevention plans in its work centers, to achieve an effective identifica- tion of risks and to avoid them – Promotion of a preventive culture, training employ- ees to achieve the best safety standards – Having due diligence in the coordination of activities and prevention measures with contractors, suppli- ers, or any third party that performs activities or is present in Dufry's work centers – Continuous improvement, establishing objectives and goals for improvement, systematically taking into account the requirements of stakeholders, con- tinuously assessing performance, applying the nec- essary corrections to achieve the proposed goals and establishing verification, auditing, and control processes to ensure that objectives are met. Management of occupational health and safety man- agement processes change from one location to an- 99 2 ESG Report DUFRY ANNUAL REPORT 2021 other, with a number of common guidelines that apply to all our operations, including the following: – Dufry operations provide topical information such as health and safety initiatives to employees, includ- ing workers who are not members of our staff but work on our premises – Health and safety activities are regularly reviewed to ensure issues are effectively managed and im- provements are made where necessary. In some of our locations, reviews include employee represen- tation consultations (where appropriate) – Responsibility for the governance and review of health and safety sits with local operations and HR teams – At airport and seaport environments, close collab- oration with landlord teams is maintained to ensure compliance with their own H&S regulations and management process. COVID-19 The outbreak of COVID-19 posed an additional health and safety risk for Dufry, as well as for the whole retail industry. In response to this challenge, Dufry developed a global coronavirus in-store Health & Safety Protocol, which provides guidelines and recommendations to pro- tect the health and safety of employees and their fam- ilies, as well as customers, business partners and other stakeholders. This protocol establishes the main guide- lines and allows flexibility to adapt them on a location- by-location basis to adhere to the landlord´s and local authorities´ requests. Similar protocols were developed and deployed across all Dufry offices and warehouses. Across all locations, the company also guarantees the provision of signaling elements and protective elements – such as facemasks and sanitizing gels – as requested by local health and safety protocols. Promoting a healthy working environment Ensuring a safe workplace is a duty of all members of our staff. Whilst the joint work of local Health & Safety Committees and HR teams is crucial in identifying po- tential risks and hazards, workers are also encouraged to report to these teams any work-related hazards or hazardous situations. The same process is used for workers to remove themselves from work situations that they believe could cause injury or ill health. Work- related incidents are investigated and reported to management to ensure remediation plans (where needed) are designed and implemented, ensuring that processes are duly updated in cooperation with the Health & Safety committees. as well as conditions and operations in which changes might occur to create hazards. Results of these as- sessments are shared with the local HR teams and management. The highest incidence of occupational accidents is, of course, among store and warehouse staff. The great- est risks to which Dufry workers are affected include: – Risks related to material elements, objects, products and constituent elements of machines or vehicles – Falls at the same level – Incidents with transport and transfer devices. Training on health and safety is critical to promote a safe work environment. We therefore conduct induc- tion sessions with new members of our staff and hold regular training sessions with all of our staff, both in stores and offices, ensuring understanding of the pol- icies and procedures. If needed, this training is ex- tended to workers who are not members of our staff but work on our premises on behalf of third-party ser- vice providers. Airport security practices Due to the nature of our business, most of our staff are located in airport environments, either working in stores, in airport offices and / or in airport warehouses. As part of the airport eco-system, our staff has to ad- here to and follow the security principles and pro- cesses established at the specific airports where our stores are located. Most of these regulations and pol- icies are harmonized across the world to ensure con- sistent levels of safety and consumer protection. Worldwide safety regulations are set by the Interna- tional Civil Aviation Organization and within Europe by the European Aviation Safety Agency. In order to work in our stores, members of our staff need to obtain the corresponding airport authorization, which in most cases involves training courses on security measures and procedures in the airport environment. The Dufry employee journey Dufry has comprehensively mapped all stages of an employee career in our company, starting from when an employee applies for a position until the moment an employee leaves the organization. All the steps in between these two points and the experiences that the employee has is what Dufry calls “the employee jour- ney”, and it is the company´s systematic approach to identify all opportunities Dufry has to feature a great place to work in our organization. Additionally, Health & Safety Committees undertake regular worksite analysis to identify potential risks and hazards. This analysis aims to identify existing hazards, To simplify the assessment, Dufry establishes four critical stages on this employee journey: recruitment, training, career progression and recognition. 100 2 ESG Report DUFRY ANNUAL REPORT 2021 Recruitment To ensure “Fair Play” in everyone’s professional career development, Dufry’s recruitment process ensures that all applicants are treated fairly, and each appli- cant is given the same opportunity to be considered, so that the most suitable person can fill the position. The selection is based on the applicant’s competen- cies, skills, results delivered and the decisions taken regardless of: race, color, religion, sexual orientation, age, gender identity or gender expression, national or- igin, political orientation, disability or other discrimi- nating factors. Available positions are first published internally to ensure opportunity and growth of internal talent. Dufry’s recruiters review the skill pipeline of internal employees ahead of engaging with external hiring pro- fessionals. Referrals and recommended potential in- ternal candidates are encouraged and evaluated in the same process against other potential candidates. Job offers are typically also posted on the Group´s web- site, www.dufry.com/careers. To ensure fair play in the selection process, all inter- view evaluations by Dufry recruiters and hiring man- agers are reported in Dufry’s HR portal Dufry Con- nect. If any gaps or personal development needs of the selected candidate are identified, recruiters are in- structed to incorporate that information into the new employee onboarding and development plan. Training and education Dufry’s training methodology follows the “Four E’s model”: Educate (Formal education), Experiences (De- velopment), Environment (Culture of learning), and Ex- posure (Connections with other colleagues and pro- fessionals). Dufry employees benefit from an extensive learning catalogue that covers programs to improve their per- formance in their current positions, as well as profes- sional development programs to support career pro- gression. Training is offered through several formats, including face-to-face as well as virtual and online training sessions on soft and hard skills. Training is open to all employees and managers at all levels and across the entire organization and all geographical lo- cations. During 2021, and despite some training pro- grams being interrupted, 300,523 formal training hours were provided by Dufry. Some of Dufry´s global learning programs include the following: – Global Welcome – Designed for office and retail staff alike, the Global Welcome is a comprehensive on- boarding program for newcomers aimed at shorten- ing the learning curve. In 2021, 218 new joiners were trained on this program. – Dufry Growth and Dufry Leaders Growth – This pro- gram for our office staff aims at developing knowl- edge and skills around functions and departments and preparing mid-level managers to take the next step in their career progression. During 2021, we had 86 new enrolments to this program. – Retail Champions program – The cornerstone of our Learning and Development strategy for retail staff, this program has been designed to provide our pro- fessionals with the tools, knowledge and capabili- ties they need to perform well in their jobs and de- velop to their full potential at Dufry. 443 employees, including store leaders, have benefited from this program (interrupted during business closure). – Future Store Leaders program – A development pro- gram aimed at developing the next generation of store leaders by providing hard and soft skills re- quired for their promotion, which in 2021 had 38 par- ticipants from Dufry´s seven largest operations. 101 2 ESG Report DUFRY ANNUAL REPORT 2021 This set of training programs is complemented with product training programs for our store teams, typi- cally delivered by the brands and local teams. During 2021, we continued the deployment of our on- line training capabilities through: – Dufry Connect – Dufry´s HR portal, which permits establishing personalized learning programs for ev- ery employee based on their role, position and pro- fessional category – Elucidat – Simplifying the creation of training and learning courses by our learning & development teams to reach 100 % of our staff – Coursera – An online based training platform for management roles. The introduction of these platforms, together with the continuous rollout of sales tablets and communica- tions tools for our non-desktop employees (further explained in the Connecting with our Employees sec- tion on page 103) is increasing the reach of both prod- uct and skills training and benefiting a higher number of employees. Career Progression Dufry ensures that future and long-term management needs are being addressed by an optimal balance of promoting internal high-level personnel and hiring ex- ternal talent (for example in new countries where we start operations). Dufry operates a global, systematic process to identify high-potential talent in the organi- zation and to develop them toward key roles in our business model. We strongly believe that talent management and suc- cession planning are key activities for a sustainable business. Accordingly, we develop new and existing candidates for more senior management roles and we carry out yearly reviews of the quality of our talent pipeline at two levels: – The first level concentrates on a limited number of candidates who already have management experi- ence and would be able to take over one of the se- nior positions in our organization. At year-end 2021, this pool of talented individuals included 38 high- potential managers. With these managers, we ad- dress and safeguard succession in specific key man- agement positions. – The second level focuses on our stores. Amongst the top-performing store personnel and supervi- sors, we have identified over 200 “Retail Talent” em- ployees as of year-end 2021, on whose development we will focus in order to ensure a quality store-man- agement succession pipeline. Dufry also established a mentoring program to sup- port employees in taking ownership of their develop- ment and helping them maximize their potential and accelerate their leadership development. The mentor- ing program pairs Dufry leaders (mentors) and tal- ented staff (mentees). Mentors use their experience and professional background to provide guidance and support to mentees on their learning journey. The first edition of this program started in 2018 and 30 men- toring peers were formed. This program is expected to be resumed during 2022 with additional mentors and mentees. Awards and staff recognition Employee recognition is an important way to value em- ployee and team achievements. Every year, Dufry cel- ebrates the One Dufry Awards, which recognize excel- lence and celebrate the success of our people worldwide who are dedicated to delivering. The awards are divided in five categories: – Best Leader Story Award recognizes individuals who have demonstrated the right behaviors and charac- ter and shown exceptional performance in Driving Employee Experience – Best Customer Experience Award, recognizes the highest scores measured by our Mystery Shopper Survey – Best Partnership Initiative Award, which recognizes an outstanding initiative with a supplier, business partner, landlord, inter-company or other party, that was innovative, well designed, well executed and impactful – Best Business Growth Story Award recognizing the greatest business growth stories, including – but not limited to – a new store opening, a new airport / sea- port / border / or other development, growth of a product category, a business channel, or an exist- ing store that has delivered exceptional growth. – Best Organic Growth Award, which recognizes the country with the strongest year-on-year organic growth. Engaging with our employees Understanding our staff concerns and needs is criti- cal for Dufry. For this reason, Dufry fosters a dialogue with its employees and invests in developing the nec- essary tools to promote communication across all lev- els of the organization. Engagement survey To better gauge our performance both within our com- pany and relative to our competitors, we conduct reg- ular employee engagement surveys that serve to gain understanding of employee perception of the com- 102 2 ESG Report DUFRY ANNUAL REPORT 2021 pany and identify areas of improvement. We ensure that the surveys always involve a substantial propor- tion of our employees, and that they reach out across the world. The last wave of our employee engagement survey was done in 2019 with very positive results: 75 % of our staff responded that they were satisfied work- ing for Dufry (vs. the retail industry average of 63 %), and 78 % would recommend Dufry as a place to work. The next survey is expected to be carried out during 2022. Freedom of association and collective bargaining As stated in our HR Policy, Dufry respects legally rec- ognized unions and internal forums created to repre- sent the employees’ interests. The company’s policy on collective agreements is tailored to each location in which it operates, as each location is subject to its own specific laws and regulations. As an example, the current practice in some of the main Group operations is described below: – In Brazil, there is a collective agreement in place which covers core employee related topics such as salary reviews, general allowances (meal, transport, benefits, etc.), work contract restrictions / special conditions, work shifts, vacations, health and safety, contributions, benefits, awards and requirements related to employee’s guarantees. – Greece has a collective agreement in place ruling the main employee topics. – In Spain, Dufry has a collective agreement in place that covers all employees, except senior manage- ment. The agreement, negotiated between the com- pany and a committee made up of employee repre- sentatives and labor union members, outlines conditions such as salary, holiday days and health and safety in the workplace, along with other HR re- lated matters. – In the UK, Dufry has an employee forum – “Voice” – made up of staff representatives. This forum is a partnership between the company’s management and its employees to influence and communicate business changes. – In the US, there are a number of recognized trade unions that Dufry engages with, including Unite Here, Workers United, United Food and Commercial Workers, Teamsters, Newspaper Guild and Culinary Workers. Connecting with our employees During 2021, we have continued with the rollout of technologies and tools to reduce the information gap between desktop and non-desktop staff. Sales tablets, available in a growing number of our operations, are permitting a more fluid communication, especially with our sales staff and, as indicated before, expand- ing the learning possibilities. Over the year, we have further progressed with the rollout of Beekeeper. This app-based solution enables employee connection, facilitates workplace engage- ment and increases productivity through unified com- munications. Through Beekeeper, we are sharing with the more unconnected members of our staff informa- tion related to our company, as well as information re- lated to their day-to-day work environment (such as shifts, product information, events in store, etc.). The app also features tools for internal chats and commu- nications and the sharing of information in a very sim- ilar environment to that of the most recognized social networks. Currently, Dufry has over 18,000 live users on the Beekeeper platform, reaching more than 80 % of its workforce and expects to fully rollout the app globally during 2022. Finally, Dufry also utilizes a number of other internal communication vehicles to facilitate the dissemination of corporate news and to keep our staff updated and engaged. These include the company´s corporate mag- azine Dufry World – published in five languages four times a year – the company´s intranet Dufry Gate, and regular e-newsletters that serve to communicate with our staff globally. 103 2 ESG Report DUFRY ANNUAL REPORT 2021 TRUSTED PARTNER GRI INDICATORS: 102-12, 13, 16, 17, 18, 20, 22, 23, 24, 26, 28, 30, 31, 32 201-1, 4, 204-1, 205-2, 206-1, 407-1, 410-1, 415-1, 419-1 SDGs: 5.2, 5.3, 5.5, 5.7 8.1, 8.2, 8.3, 8.8 9.1, 9.4, 9.5 16.1, 16.3, 16.5, 16.6, 16.7 Dufry is aware that the long-term sustainability of its business relies on the capacity to build, establish and maintain trusted relationships with all our stakehold- ers as described on page 107 of this report. That means going beyond the strict compliance of legal frame- works and leading the way in terms of sustainability. To do so, Dufry has set up main lines of action, which include the following: – Corporate Governance – Continuous assessment of our corporate governance structure and policies to ensure compliance with the applicable legal framework, as well as the Dufry Code of Conduct to reflect stakeholder’s needs and expectations – Alignment of ESG and business strategies – Ensur- ing that critical business decisions made to drive Dufry’s sustainable and profitable growth also con- sider potential ESG impacts. Dufry´s ESG strategy is supervised by the Board of Directors and ensures alignment of business and sustainability strategies, as well as sustainable value creation for our stake- holders – Compliance and control – Setting up robust inter- nal bodies and structures that ensure education and control over compliance of codes and regulations, including internationally accepted human rights standards and a zero-tolerance policy in respect of bribery and corruption – Stakeholder dialogue and engagement – Under- standing the needs, concerns and expectations of all our stakeholders and participating in discussions about topics impacting our industry – Wealth creation – Delivering value to our sharehold- ers and bondholders remains a key priority for Dufry. Furthermore, Dufry is aware that the impact of its operations goes beyond that of revenue gen- eration and its activity can generate a positive im- pact where it operates its stores. Favoring local economies, ensuring fair salary and working condi- tions, sharing of expertise and partnering with local companies is part of this area of focus. A member of the SXI Sustainability 25 Index® Dufry became a component of the SXI Switzerland Sustainability 25 Index® Price (SSUSTX) in September 2021. This index measures the development of Swiss companies which are considered sustainable accord- ing to a measurement framework provided by Sustain- alytics, a provider of ESG research and analysis. All stocks in the index universe are screened for their sus- tainability score by Sustainalytics. The top 25, repre- senting leaders within their respective global industry, are selected for inclusion in the new index. The index has a fixed composition of 25 components which is re- viewed annually. The index was launched by SIX Swiss Exchange (SIX) in 2014. For Dufry, who debuted in the SIX indices in 2005, this represents an important milestone as it reflects an en- dorsement of the group's efforts in terms of transpar- ency of sustainability management and underpins the Group’s ESG strategy. ESG governance Dufry’s top-management oversees the development and implementation of Dufry’s ESG Strategy. The high- est responsibility over ESG-related decisions relies on the Board of Directors´ Lead Independent Director who, among others, oversees the Group’s ESG strat- egy development and execution, ensuring alignment with the business strategy. 104 2 ESG Report DUFRY ANNUAL REPORT 2021 Execution of the sustainability strategy is led by the Group CEO. He presides over the interdisciplinary ESG Committee, which meets every two months and is at- tended by several members of Dufry´s Global Execu- tive Committee team (GEC), as well as Global Heads of other relevant functions. This committee meets at least six times a year and is supported by Dufry´s ESG department for the day-to-day execution of the strat- egy. In 2021, the ESG Committee met 6 times. Socio-economic compliance Having operations in 66 countries means complying with different national laws and regulations, as well as maintaining an active dialogue to foster ongoing stake- holder and social engagement. For this reason, from a global perspective, Dufry’s position towards compli- ance necessarily needs to have a more holistic and broader approach, by also taking into account inter- national norms and best practices, including the 10 Principles of the UN Global Compact. In this regard, Dufry has a number of initiatives and control mecha- nisms in place that permit the company to monitor and ensure compliance with national and international laws and follow respective ethical standards. Governance & corporate policies Dufry believes that active corporate governance is im- portant to the development of the company and also a way to ensure the sustainable provision of long-term benefits for shareholders, employees and society. Dufry´s Governance system serves as a control mech- anism in relation to a number of elements, including bribery and corruption, tax, executive remuneration, shareholders’ voting possibilities and internal control. Most of these topics are covered in the Corporate Governance Section of this report. Especially relevant for the sustainability of our indus- try is the corruption and bribery phenomena, which can be the cause of negative economic, social and en- vironmental impacts. From a business perspective, corruption distorts the functioning of the market and undermines governance institutions and in general, the rule of law. In the case of Dufry, the subject of corruption is of considerable importance, as the company expands its operations to many countries with elevated corrup- tion levels and participates in many public procure- ment processes to bid for airport, seaport and other concessions around the globe each year. Dufry prohibits bribery and corruption at all times and in any form. We believe that in order to remain a solid business leader, all business must be conducted eth- ically and in full accordance with all applicable laws, rules, and regulations. Dufry requires all of its employ- ees, officers and directors to behave at all times with honesty, ethics and within the confines of applicable law and in full compliance with Dufry’s Code of Con- duct. Where laws, rules or customs exist that are dif- ferent from the principles set out in the Code of Con- duct, Dufry employees, officers and directors are required to follow whichever sets the higher standard in this regard. Dufry also wants its employees, officers and directors to fully respect the safeguarding of integrity and fair dealing when carrying out their activities on behalf of Dufry and to promote the sustainability, diversity, de- cent work, human rights, zero tolerance to harass- ment and discrimination standards adopted by the Dufry Group as set out in the Code of Conduct. Dufry’s Code of Conduct outlines the types of con- duct which are not permissible and imposes strict rules in relation to charitable contributions and spon- sorships, as well as gifts, hospitality and entertain- ment expenses, to minimize the risk of corruption. In addition, the rules require careful due diligence to be conducted on any external partner Dufry is working with, including a procedure that must be followed to vet all new joint venture partners, consultants for business development projects, counterparts to M & A transactions and other similar counterparts. Dufry also conducts compliance training of employ- ees, officers and directors, as applicable on an ongo- ing basis. These training sessions reflect the ongoing changes introduced in our Code of Conduct. Dufry’s Compliance Department regularly evaluates the con- tent of Dufry’s training on Compliance and Corporate 105 2 ESG Report DUFRY ANNUAL REPORT 2021 Policies. The efforts of the Compliance Department are fully coordinated with, and supported by, the COOs of each Region and the respective HR depart- ments, who help identify the individuals, including new hires, who should receive the training. Individuals who receive training have been selected based on the following criteria: – Community heads at Headquarters (Finance, Treasury, Procurement, Business Development, Internal Audit, HR, IT, Commercial, Marketing, Customer Service) – Local managers with exposure to business develop- ment, external partners and third-party contractors – Managers with exposure to procurement negotiations – Managers with exposure to government officials such as airport authorities, customs or other pub- lic authorities – Managers with signatory power or appointed as di- rectors or officers of a Dufry Group subsidiary – Investor Relations managers – Corporate Communications and Media managers – Members of the Legal and Governance Department – Members of the Internal Audit Department, Loss Prevention and ERM department – HR managers worldwide During 2020 and 2021, over 950 managers at all levels of the organization and from across all the regions have completed this training. New employees, officers and directors are provided with a copy of the Dufry Code of Conduct when they join the company and are required to acknowledge acceptance of its terms in writing. Additionally, Dufry employees, officers and di- rectors have access to all of Dufry’s compliance and corporate policies, including its Code of Conduct on Dufry Gate for their reference. GENERAL COMPLIANCE TRAINING REGION HQ Europe, Middle East & Africa Asia Pacific Americas Total Staff trained in 2021 153 6,583 728 7,043 14,507 The rest of the employees not included in the manag- ers list do also receive compliance training. In 2021, this training reached over 14,500 employees on aver- age via online compliance update trainings and com- munications campaigns. The primary training topics included harassment, discrimination, insider trading, data privacy and how to report a wrongdoing. 106 Dufry properly investigates all complaints and prohib- its retaliation or discrimination against any employees, officers and directors who report a concern made in good faith. Since 2018, two new Group-wide reporting channels complement the email reporting channel compliance@dufry.com: (1) a worldwide, toll-free hot- line in 9 languages (English, Spanish, Portuguese, French, Italian, Mandarin, Russian, Greek and German) also accessible via local dial-in numbers for all coun- tries in which Dufry operates; and (2) the online report- ing website www.dufry-compliance.com. These reporting channels, run by an independent third party, ensure the integrity of such investigations by acting as a centralized contact point, through which any wrongdoing or corruption concern are reported di- rectly to the Compliance Department, reporting to Dufry’s General Counsel and member of the Global Ex- ecutive Committee, for further investigation. Risk management and control The risks inherent to Dufry´s business are divided into two groups: Financial risks (pages 189 – 209) - related to interest rates, exchange rates, credit risks and li- quidity risks - and non-financial risks. A comprehen- sive description of the Group’s risk mapping is available in the Sustainability Report 2021 Annex on pages 282ff. Dufry adopts a risk management model based on three levels. This model is applicable to all subsidiaries of the Group. The company is supported by an Enterprise Risk Management software called GRC (Governance, Risk and Compliance), which allows a comprehensive iden- tification and management of potential risks that may affect the business. First level – The commitment of Dufry and all its sub- sidiaries with integrity and transparency begins with its own staff. Dufry requires all its employees, offi- cers and directors to act at all times in accordance with the provisions of the Code of Conduct. The lat- ter describes the types of behavior not allowed, and imposes strict rules regarding the operation of the business. In addition, the rules require each employee, officer and director to perform due diligence and carefully assess new external partners with whom Dufry plans to work, including a procedure to be followed to exam- ine all new minority partners, consultants for business development projects, partners for transactions & M & As and similar counterparts. Second level – There are different governance func- tions across the organization including the Compli- 2 ESG Report DUFRY ANNUAL REPORT 2021 ance, Legal, Finance and Human Resources depart- ments in charge of monitoring the main risks and establishing the most appropriate controls to mitigate, as well as ensuring compliance with the policies and procedures of the Group. The scope of the Compliance and Corporate Governance function is based on the following pillars: – Review and compliance with the set of global com- pany policies – Establishment of the overall framework of approv- als of the Group and establishing a policy of “four eyes” for validations – Training, both for the members of the staff identi- fied with greater exposure to risk and for the rest of the employees – Global corporate risk management – Creating internal communication channels to en- sure the integrity of the compliance program. Third level – The Group’s Internal Audit provides inde- pendent and objective monitoring and consulting ser- vices designed to add value and improve Dufry’s op- erations. This function covers all subsidiaries and applies a systematic and disciplined approach to eval- uate and improve the effectiveness of governance processes as well as risk management and control, in- cluding assessing risk management procedures and the potential committing of fraud. The main risks iden- tified in the course of internal audits are reported to senior management and the Audit Committee of the Board of Directors, and its status is updated periodi- cally until resolution or acceptance are given by the governing bodies. Compliance Stakeholder interaction and dialogue Engaging with our stakeholders on a regular basis to understand their expectations, needs and concerns is part of our ongoing commitment to sustainability. We interact with our stakeholders in a number of differ- ent ways, both formal and informal. For 2021, the group of relevant stakeholders included in our mate- riality assessment remains valid, and includes airports and other landlords, customers, employees, investors (incl. shareholders, bondholders and lending banks), public authorities, suppliers, media and communities. The eco-system illustration included in the ESG Strat- egy graphically describes the close interaction of Du- fry with its core stakeholders. Especially remarkable is the interaction with both suppliers and landlords, which permits Dufry to provide a superior service to custom- ers. Known in the industry as the Trinity (airport au- thorities & other landlords, retailers and suppliers), the tight lines and collaboration between these three groups allow for an improved dialogue and mutual un- derstanding between landlords, retailers and suppli- ers, to the ultimate benefit of our customers. This in- teraction has remained critical and valuable during 2021 as air traffic started to be restored and the oper- ation of our stores recovered towards normality. Beyond the Trinity described above, our employees and investors are the other two key stakeholders con- tributing to our company’s success. Dufry however, holds relationships with a larger group of stakehold- ers, which include: – Travel Retail Associations and Industry Bodies: Dufry is an active member of each of the relevant regional and national industry associations in the geographies in which it operates (see pages 58 – 59). We are proud to have senior staff members on the Board of some of the most respected industry bod- ies – ETRC (European Travel Retail Confederation), MEADFA (Middle East & Africa Duty-Free Associa- tion), IAADFS (International Association of Airport Duty-Free Stores), ASUTIL (South American Asso- ciation of Free Stores), UKTRF (UK Travel Retail Fo- rum) and the DFWC (Duty Free World Council). This gives Dufry a voice in industry debates, ensuring that it plays a proactive role in shaping the indus- try’s future. – Government & Public Institutions – The relation- ship with this group is of major importance, as they are the generators and guardians of laws and regu- lations that circumscribe Dufry’s operating environ- ment. New laws and regulations can have a signifi- cant impact on the business and Dufry needs to be aware of any changes and be prepared to influence draft regulations and react to comply as needed. – Service Providers – Understanding the relationship of Dufry with key service providers – mainly with IT, and logistics suppliers among others – is fundamen- tal for Dufry to have a more holistic view of its ESG impact and to assess and eventually address im- provement areas. – Media – Is an important group for Dufry as it per- mits the company to communicate with some of our main stakeholders. Dufry strives to build strong and close collaborative relationships with media and our communications teams maintain direct and long- term relations with media representatives and influ- 107 2 ESG Report DUFRY ANNUAL REPORT 2021 encers and provide them with timely information on a wide range of global, regional and local topics. – ESG Community – Comprised of ESG rating agen- cies, ESG powerhouses (such as United Nations Global Compact, GRI or SBTi), and the ESG commu- nity of the travel retail and airport industry. The re- lationship with this group of stakeholders permits our company to have a better understanding of the main topics of concern on a global basis and iden- tify areas of improvement within our ESG reporting and communication. – Communities and Charities – As part of its social commitment, Dufry supports many activities in communities in which it operates. Dufry has a par- ticular focus on education, youth development and charities for children as well as general health and water related initiatives and encourages its employ- ees to work as active members at a local level. For detailed information, please see our Community En- gagement section on pages 110 – 116. Partnerships with landlords and suppliers The Trinity approach mentioned above is of special in- terest for Dufry as a way of achieving the company’s ultimate objective of delivering a superior shopping ex- perience for our customers. The pursuit of this objec- tive however requires both joint collaboration – in the way the offer is presented to customers – and in en- suring that the responsibility towards society and the environment expected from Dufry, is also demon- strated by our partners. 108 ESG Trinity Cooperation The close ties that unite the members of already men- tioned Trinity have significantly extended in 2021 to ESG-related issues, especially environmental issues. From the suppliers’ standpoint, Dufry has participated in a number of sustainability events and working ses- sions to identify ways of better engaging with custom- ers when it comes to communicating the environmen- tal brand values. By sharing different visions and strategies, Dufry has learnt more about suppliers’ ESG proposition and that has served to fuel our pilot proj- ect on “sustainability signaling” described under the customer focus section. On the airport front, and as indicated in the Environ- mental Protection focus area of the report, Dufry plays an active role in several airport´s Sustainability bodies, supporting the airport efforts when driving their ESG strategy. This includes cooperation on envi- ronmental topics, where Dufry for example, as part of a multi-stakeholder group, has an active role in deter- mining and planning for levels of energy and water consumption savings that work for the airport´s re- duction objectives and targeting. Collaboration however is also extended to other di- mensions of ESG. In this regard, Dufry is also involved in airport forums aimed at establishing responsible employment practices and helping building a pipeline of skills required today and in the future. Supplier Code of Conduct As stipulated in its Supplier Code of Conduct, Dufry expects suppliers and business partners to comply with the law, stipulated contract conditions and inter- national best practices in respect of human rights, the environment, health and safety and labor standards. As a further step towards achieving a more sustain- able supply chain, Dufry developed its Supplier’s Code of Conduct already in 2017, with the purpose of ensur- ing that our suppliers across all product categories, have in place and apply accepted business standards, as described by the UN Global Compact, regarding: – Ethics and integrity – Labor and employment practices and working con- ditions – Environmental compliance and sustainability – Product safety and security. Combined with the Corporate Governance and the Re- muneration Reports, both the Supplier Code of Con- duct and the Dufry Code of Conduct provide detailed insights on how Dufry assumes its responsibility con- cerning social, ethical and environmental standards and how we put into practice the principles of sustain- 2 ESG Report DUFRY ANNUAL REPORT 2021 able development in our day-to-day work. Both Codes are regularly assessed to ensure they remain relevant and reflect developments in law, regulation and pro- fessional ethics. All of them are available in the sus- tainability section of our website: www.dufry.com/ sustainability-dufry. We expect all of our suppliers and business partners to comply with the principles included in Dufry Sup- plier’s Code of Conduct, and ultimately to replicate these standards further down their own supply chain. As explained in page 84 (Customer Focus - Recertifi- cation of Supplier Code of Conduct), in 2021 we con- tinued our effort to proactively share the Code with additional suppliers from all product categories, and Dufry will continue to extend the reach to additional suppliers in 2022. Corporate citizenship Dufry is aware of its responsibilities towards society. As a corporate citizen, Dufry is expected to contribute to the production of higher standards of living, wealth and quality of life wherever the company operates, whilst maintaining profitability for shareholders. Dufry showcases its strong corporate citizenship founda- tions through its undeniable commitment to ethical be- havior when doing business, as described in the Com- munity Engagement section of the Annual Report. This is paired with Dufry´s participation in several in- dustry initiatives geared towards safeguarding the consumer and to environmental protection. Amongst others, Dufry has contributed to the development of several Codes of Conduct for the travel retail indus- try (such as the UK Code of Conduct on Disruptive Passengers and the ETRC and DFWC Codes of Con- duct on Sale of Alcohol), and is a member of the ACI Climate Change Task Force. Dufry is also a signatory member of the UN Global Compact since January 2020 and has actively promoted the adoption of the UN Sustainable Development Goals (SDG) through awareness campaigns organized in cooperation with airport landlords and the UN. Stakeholder Value Allocation As part of its corporate citizenship, Dufry contributes to the economic development of the economies in countries where it operates through the payment of fair and competitive salaries, taxes and the purchase of local products and services. As a way of assessing the economic impact of our business, Dufry annually discloses its stakeholder value allocation, which re- flects the direct monetary impact of its operation over its main stakeholders. Accrued value allocated to our employees in form of remuneration, retirement benefits, social security payments and other personnel expenses amounted to CHF 635.4 million in fiscal year 2021. CHF 250.2 million were interest expenses as payments to our bondhold- ers and lending banks. Income taxes paid to public au- thorities and communities amounted to CHF 19.8 mil- lion in 2021. Due to the COVID-19 pandemic and the impacts on the industry and on Dufry’s business, the Board of Directors had proposed to the 2021 General Meeting not to pay any dividend for the fiscal year 2020, in order to protect the liquidity of the Company. As explained in the Chairman Letter on page 10 and with respect to the 2022 General Meeting of Share- holders, the Board of Directors will propose to keep the dividend payment suspended, thus continuing the strong focus on protecting the liquidity. Additionally, Dufry contributes every year to a com- prehensive number of social initiatives, which are de- scribed in the Community Engagement section of the report. 109 2 Community Engagement DUFRY ANNUAL REPORT 2021 COMMUNITY ENGAGEMENT The support of charitable institutions and causes, as a way of giving back to society, has been inherent in the growth and evolution of Dufry since its early years. During 2021, at global, country or location level, Dufry has lent support – either financially, or by raising awareness, or through the volunteer work of our staff – to a number of non-profit organizations and social or humanitarian initiatives. We have also continued supporting cultural events and entities. The sponsoring and support of disadvantaged chil- dren, young people and their families, together with enabling them to have access to education, has re- mained the main line of action in our corporate com- munity initiatives. At country level, similar projects have been supported and in some of these operations our employees have actively participated in the pro- cess of selecting the projects to be considered, rein- forcing the engagement and motivation to collaborate with the initiatives. Dufry´s help to these causes consists of direct mon- etary contributions, complemented by the paramount role of our customers, who allow us to raise additional funds by buying charitable products in our stores for the benefit of different NGOs, as well as by making do- nations in the boxes available in some of our airport locations. Throughout 2021, we have seen our first global chari- table initiative, Captain Dufry, grow and expand to a remarkable number of Dufry operations. Through the sale of Captain Dufry, a soft toy dog in an aviator cos- tume, Dufry helps SOS Children’s Villages by donating the proceeds from the sale of this product to the or- ganization. Launched at the end of 2020, Captain Dufry’s first year can be described as success, and we hope to see growth continue for this initiative in the years to come. We are also very proud of the activities carried out by our staff to aid disadvantaged communities and char- itable initiatives, often during their own free time. The pandemic has brought new needs that went beyond the material dimension, and these new needs have been addressed by many of our employees, who have gone “above and beyond” in terms of the help they have given to colleagues, neighbours and anyone in need around them. Where and when possible, we have sup- ported and funded them and made the individuals and their great work visible to the rest of their colleagues, by using our internal communication channels. This serves a two-fold purpose, helping them to obtain vital, additional support, as well as providing a way of recognizing and thanking them for their philanthropic efforts. The initiatives and projects described below represent some of the most prominent projects we support. The progress made and the encouraging results of our on- going support to these initiatives – the earliest Dufry supported project started in 1995 – make us feel very proud and is an incentive to strengthen our ties with them. SOS Children’s Villages supported programs in Brazil, Mexico and Kenya It was back in 2009 when Dufry began its relationship with the international charity SOS Children Villages. What started with the sponsorship of a project fo- cused on preventive care in Igarassu, a town located in the northeast of Brazil and one of the poorest areas in the country, has evolved into long-standing and constantly growing support reaching more geogra- phies and involving a greater number of Dufry loca- tions. Now, more than a decade later, the partnership 110 2 Community Engagement DUFRY ANNUAL REPORT 2021 continues evolving with initiatives like Captain Dufry being added to the mix, to help raise additional and much needed funds that will help improve the living conditions of many children in need. Dufry continued supporting the Igarassu village in Brazil and, in 2021 alone, our donation benefited nearly 500 infants, young children and teenagers with their mothers and enabled them to join family strengthen- ing programs focused on building self-esteem, improv- ing gender relations and preventing domestic violence. During this decade, Dufry has also lent similar support to other villages in Mexico, Russia, Kenya, Jordan and Spain. The way SOS Children´s Villages works permits fami- lies to evolve and re inforce family ties, whilst giving the necessary attention to children. Mothers are given the opportunity to leave their children in the child-care centers during the day so that they can go to work and earn a living for themselves, and opt for better work opportunities. At the same time, children in these day- care centers are included in childhood development programs. Fathers, on the other hand, receive awareness raising support in connection with educational matters and are helped and encouraged to become more construc- tively involved in family responsibility, thus improving the overall quality of life for these families. SOS Children’s Villages also promotes family strength- ening programs, like the Dufry-sponsored program in Nairobi, Kenya. This program seeks sustainable and in- novative ways to prevent family separation and ad- dresses the situation of those children who are at risk of losing care from their biological family. The pillars of this program are family and community empowerment, to achieve the ultimate development of children through provision of quality care and pro- tection. Community-based partners are strategically identified, assessed and engaged to help create a strong safety-net around the vulnerable children and youth in the community. Beyond Dufry´s global contribution to SOS Children’s Villages, a number of our operations – including those in Italy, Sweden, Finland and Spain – also support the local SOS Children’s Villages projects in their corre- sponding countries. Their contributions, big and small, help this organization in their objective of keeping fam- ilies together, providing alternative care when needed, supporting young people on their path to indepen- dence, and advocating for the rights of children. Captain Dufry – Dufry´s first truly global charity initiative During 2020, Dufry launched its first global charity ini- tiative with the introduction of Captain Dufry, a soft toy dog wearing a Dufry scarf and aviator hat with goggles, which is sold across Dufry stores in 23 coun- tries. Benefits obtained from the sale of Captain Dufry are donated to charities and, for the 2021 – 2023 period, Dufry has agreed to donate proceeds of this initiative to SOS Children´s Villages. Beyond the financial objec- tive pursued with Captain Dufry, this initiative also serves to increase awareness of Dufry’s customers to- wards SOS Children’s Villages and their activities. Captain Dufry is available at an accessible price and designed to be an irresistible “feel-good” purchase. This item gives our customers the perfect opportunity to buy a gift that truly makes children feel special – both their loved ones and those in need of support around the world. The availability of Captain Dufry in stores is comple- mented with in-store communication and signage to build awareness. Dufry is identifying high visibility spaces across the stores where Captain Dufry is made available – including dedicated sales displays and gon- dolas. On top of this, Dufry customers are offered ad- ditional options to donate using the Red By Dufry app, hence, increasing the possibilities of helping this char- ity initiative even more. 111 2 Community Engagement DUFRY ANNUAL REPORT 2021 The first year of Captain Dufry has been a great suc- cess with almost 55,000 units sold worldwide – a fig- ure that is expected to continue to grow over the next years. to achieve – structured under these 17 Sustainable De- velopment Goals – and that these objectives are not achievable without individual and personal contribu- tions. One Water – selling bottles to provide sustainable clean water World Duty Free continues to be one of The One Foun- dation’s main commercial supporters, a role it has held almost since the beginning of the partnership in 2016. World Duty Free sells the charity’s bottled “One Water” in all of its UK airport stores. To date, World Duty Free has raised £ 2.3 million for clean water and sanitation projects, changing in the process over 419,500 lives. Over the last two years, the importance of this part- nership has been even more in the spotlight with coun- tries all around the world having been severely impacted by the Coronavirus pandemic, presenting enormous challenges to communities, health systems, schools and businesses. As the pandemic continues to unfold, Water, Sanitation and Hygiene (WASH) remain at the forefront of the global community’s response. Safe water, sanitation and hygienic conditions are es- sential to protecting human health during outbreaks of infectious diseases – yet millions of people across Africa still lack access to clean water and basic sani- tation services. Through partners like World Duty Free, The One Foun- dation is helping to bring clean water and improved sanitation to communities through the repair of bro- ken water points and the strengthening of water and sanitation systems across Malawi, Kenya and Rwanda. All of which is critical in the prevention and reduction of infection risks. Awareness campaign of the United Nations’ Sustainable Development Goals The 26th United Nations Climate Change Conference of the Parties (COP26), hosted in Glasgow, Scotland, between October 31 and November 12 – was a great opportunity to, again, raise awareness about the United Nation´s Agenda 2030 and its 17 Sustainable Development Goals (SDGs). Over 100 world leaders, alongside thousands of negotiators, government and business representatives as well as citizens, travelled to Glasgow for the twelve days of talks; and many used three airports where Dufry operates duty-free stores, including Heathrow, Edinburgh and of course Glasgow. In collaboration with the UN Geneva office, commu- nication around the 17 SDGs was prominently dis- played in store through pop up banners and screens, reminding the world that we have specific objectives 112 This campaign follows others organized in previous years at the Zurich and Basel airports in Switzerland, coinciding with the World Economic Forum Annual Meeting in Davos, and with other activities around some of the world’s largest airports, including Zurich, Madrid, London Heathrow, Malpensa in Milan, Mexico or Moscow. Charity Water Project in Zurich and Basel Airports Back in 2014, Flughafen Zurich and Dufry embarked on a joint project under the name of “Charity Water” to raise funds for charitable causes through the sale of bottled water in the airport. For every bottle of min- eral water sold at the price of CHF 2.50, which is ob- tained from the Adello spring in Adelboden, in the Swiss Alps, 50 centimes are donated to a charitable organization. During the month of June 2021, Dufry and the Zurich airport handed over a cheque worth CHF 167,676 to Kinderspital Zurich as part of the cooperation started in September 2019. Locally known as “Kispi”, Kinder- spital Zurich is a non-profit private institution serving children and adolescents. It is the largest university children’s hospital in Switzerland and one of the lead- ing centers for pediatric and adolescent medicine in Europe. Each year, approximately 2,300 dedicated em- ployees are committed to care for the wellbeing of more than 100,000 young patients, from the first day of life to the age of 18. As of June 2021, Kinderhilfe Sternschnuppe is the new beneficiary of the “Charity Water” project. This Swiss non-profit organization brings joy and excite- ment into the lives of children and young people liv- ing with an illness or disability. It fulfils the dearest wishes of children and gives the whole family the op- portunity for exciting excursions and worry-free family activities. RgZ Foundation – Fostering unhindered development Dufry also donated to Foundation RgZ, which is sup- porting the development, way of life and social inte- gration of children, teenagers and adults with move- ment disorders, development problems and mental and / or multiple disabilities. Over 2,700 children, young people and adults are fostered, taught and supported by the 280 RgZ employees in the greater Zurich area every year. 1 2 1 NGUISGUISS BAMBA | SENEGAL Dufry supports Fundación Senegal and their kids school Kindergarten Ladybug Ecole Maternelle. 2 IGARASSU | BRAZIL Dufry continued to sponsor SOS Children´s Village preventive care center in Igarassu, Brazil (photo credit: Livia Neves). 113 2 Community Engagement DUFRY ANNUAL REPORT 2021 Rio de Janeiro, Brazil – Helping to build the future of young teenagers Since 1995, Dufry has been sponsoring a social pro- motion program in Rio de Janeiro aimed at improving the skills of young people and, hence, increasing their employability. This program features free professional education to young people from communities around Galeão Airport, including various classes and educa- tion modules such as English, computer classes, retail operations, professional orientation, teamwork, lead- ership, rules of etiquette, ethics and citizenship. The daily classes are attended by 16 to 20 year-old female and male students, who receive free meals, uniforms, school and educational materials, as well as transpor- tation assistance. The commitment of Dufry with this program goes a stage further by supporting attend- ees in their first steps into professional life. Dufry coaches students on their career progression, alert- ing them to any job opportunities within Dufry’s orga- nization or with external partners and giving support on how to successfully face a recruitment process. This program is also an institution amongst Dufry em- ployees and one of the initiatives Dufry Brazil staff feel very proud of. Our staff in Brazil act as mentors to the program´s students and every year, more than 60 vol- unteers from both Dufry and its Brazilian partners get involved. Over the 25 years that this program has run, it has proven to be a great success. Employability rates usu- ally reach high levels for participating students and since Dufry started its collaboration, over 730 teen- agers have benefited. Whilst during 2020 the educa- tion activity was suspended due to the pandemic, Dufry remained determined to keep supporting this program. In 2021, following strict health and safety protocols, the program restarted in Brazil with the presence of 20 young people divided into two groups. The program started in April and ended in November, with 100 % ap- proval from all students and with no Covid cases reg- istered in the class. The classroom and all content have been adapted to meet local health and education guidelines. Despite this challenging economic and health environment characterised by restrictions, more than 50 % of the class left the program with a job in the Brazilian market. Hudson: empowering education and supporting communities In 2021, Hudson remained focused on inspiring the next generation of students. Through the Mario Di- Domizio Excellence in Education Scholarship Program, 10 children of Hudson team members received an ed- ucational scholarship. Hudson has now awarded a milestone of $ 150,000 in scholarships since 2017 to help its team members’ children with affordable higher education opportunities. Hudson also continued its decade-long partnership with Communities In Schools® (CIS™) to empower students to realize their greatest potential in school and beyond. With more than $ 4 million donated to- date by customers in the US, Hudson and CIS are help- ing to keep students in school and prepare them for success, while also making schools equitable places where all students receive what they need to succeed. Throughout the year, Hudson also launched several lo- cal fundraising initiatives to give back to the commu- nities it serves and does business in. This included the Harlem Junior Tennis and Education Program (HJTEP) in New York; the Richmond Hospital Foundation and the Canadian Mental Health Association (CMHA) Toronto Branch in Canada; as well as a number of other important causes in its duty free locations, such as in- kind donations to shelters and participating in Novem- ber for men’s health issues. Mind – for better mental health As we come to the end of our three year partnership with Mind and its sister charities SAMH in Scotland and Inspire in Northern Ireland, we are proud to have been able to make a real difference across all four nations of the United Kingdom in the campaign for better men- tal health. It has never been more important to take care of mental health, with around a third of people in the UK saying their mental health has deteriorated since March 2020. One in six people have accessed mental health services for the first time during the pandemic and through our fundraising we have helped Mind, SAMH and Inspire to provide life-changing infor- mation, advice and support so that people can make their own choices and access the treatment and sup- port that is right for them. Despite everything, our teams have pulled together throughout this past year to help raise as much money as possible. The most remarkable event of the year be- ing our “Active in April” campaign, where the Dufry UK team organised activities to get people moving, con- necting with colleagues after furlough, as well as rais- ing awareness and funds. We raised over £ 10,000 from this event and were even nominated for an award as “Outstanding Employee-Led Initiative” at the Inspire Workplace Wellbeing Awards. The charity supported by our UK colleagues is chosen every three years based on the votes of the employees. 114 2 Community Engagement DUFRY ANNUAL REPORT 2021 For the 2022 – 2025 period, Dufry UK has now chosen to partner with Children’s Cancer and Leukaemia Group, a leading children’s cancer charity and the UK’s and Ire- land’s professional association for those involved in the treatment and care of children with cancer. Fundación Aladina – supporting children with Cancer Fundación Aladina is a Spanish NGO that provides comprehensive support to many cancer-diagnosed children and teenagers and their families. The support given includes psychological and emotional support, as well as material and financial assistance. With its donations, in 2021 Dufry again supported Aladina´s Ex- traordinary Special Fund, which finances the purchase of prosthesis, wigs, wheelchairs, hearing aids, physical therapy sessions, funerals, and any other expenses in- curred as a result of the child’s illness. Support to multiple projects in Greece Hellenic Duty Free Shops continued with the on-go- ing support to Make-A-Wish Hellas, an organization granting wishes of children with critical illnesses to transform their lives. For Make-A-Wish, a wish is an inherent part of the healing journey, as these help with the regaining of the physical and emotional strength they need to go through very serious ill- nesses. Hellenic Duty Free Shops also supports the Galilee Palliative Care Center – which provides palliative medical and nursing care along with psychological, social and spiritual support to patients and their fam- ilies – as well as the Skytali Hellenic Heart-Lung Transplant Association. 3 3 COMITÁN | MEXICO SOS Children Village in Comitán, Mexico, improves education and quality of life (photo credit: Alea Horst). 115 2 Community Engagement DUFRY ANNUAL REPORT 2021 Ladybug Dufry École Maternelle – Kindergarten project in Senegal During 2021, Dufry continued supporting Formación Senegal and the Kindergarten Ladybug École Mater- nelle in Nguiguiss Bamba, in the Louga region of Senegal – a facility constructed and developed in 2019. This school, 100 % funded by Dufry, can host 60 chil- dren aged between 0 and 7 years old and has been placed near a training and work cooperative, also built by this NGO, which is empowering over 140 women in the region. The location of this kindergarten close to the workshop allows women to leave their children be- ing looked after, while they build their skills and develop their professional activity. The school project financed by Dufry provides children with early stimulation tech- niques and essential learning for young children. This is a pioneer initiative in this area of the Sahel, where schooling – in the best case scenario – usually doesn’t begin until the age of seven. The project will be improved by providing it with a suit- able floor at the school, building a perimeter to protect the children, constructing a storage area for school materials, using rainwater by means of gutters and in- stalling solar energy to use the facility at night as a lit- eracy school for local women. And a long list of other local contributions Support for the underprivileged is deeply rooted in our company. In addition to the main initiatives mentioned above there is a long list of causes and projects of all sizes that Dufry subsidiaries and employees support year after year. From food collection initiatives for food banks, such as those carried out by our colleagues in Canada, to scholarships and school supplies, they all have a place at Dufry. The main protagonists of many of these actions are our employees, who champion the causes and promote support for them through micro-donations, charity runs, bike rides, bake sales and more to support the many deserving projects. Internally we give voice to these initiatives to recog- nize the effort and generate notoriety about them. In addition, where possible, financial support is given to these causes. 116 FINANCIAL REPORT 2021 3 Financial Report DUFRY ANNUAL REPORT 2021 STRONG FINANCIAL SET UP AND SOLID CASH GENERATION DEAR ALL 2021 was another challenging and dynamic year for the whole travel sector and for Dufry. From my perspec- tive as Dufry’s CFO, it was at the same time a reward- ing year with positive developments and progress on our main initiatives such as the resilient cash flow per- formance and strong liquidity position we were able to achieve. I am also referring to the successful execu- tion of our CHF 1.6 billion refinancing early in the year, completing the financing measures accomplished throughout 2020 already. We have exhibited continued financial discipline and managed our costs flexibly and fully in line with business recovery. We made further progress on increasing efficiencies in the finance organization with the shared service center roll-out close to completion and by advancing on the imple- mentation of tools for automating our processes. We have continued the close engagement with our inves- tors, analysts, banks and rating agencies – not only virtually but by resuming physical meetings and road- shows, which was among my personal highlights. Cash flow performance above expectations. As mentioned, our achievements in 2021 relate to the continued cost savings and our Equity Free Cash Flow performance well-above our initial expectations at the beginning of the year. Based on forecasts of industry associations and independent data providers, Dufry applied a – 40 % and – 55 % turnover scenario versus 2019 to the full-year 2021, and provided sensitivities on concession fees, personnel and other expenses as ¹ For a glossary of financial terms and key performance indicators please see page 231 of this Annual Report. 118 well as Equity Free Cash Flow to the investor commu- nity accordingly. Throughout 2021, Dufry was in a posi- tion to positively update the sensitivities based on the better than initially targeted execution on all items provided. Overall, Dufry achieved CHF 1,919.7 million in cost savings in 2021 versus the initial target of CHF 970 million at the beginning of 2021 in a – 55 % turnover scenario. Savings consist of CHF 1,077.8 mil- lion of MAG reliefs as well as of CHF 607.9 million of personnel and CHF 234.0 million other expenses sav- ings compared to 2019. Based on our tight cost and cash management, we concluded the year with an EFCF of CHF – 33.4 million – versus the initially anticipated around CHF – 480 mil- lion in a – 55 % turnover environment. We generated positive cash flows in the months May to October 2021, and reached same levels in Q3 and Q4 compared to the respective quarters in 2019. The negative cash flow was mainly coming from the first half of the year, where the impact from Covid was still more pro- nounced. While turnover versus 2020 improved by 52.9 %, EFCF improved by 96.7 % compared to 2020. Performance was supported by MAG reliefs received during 2021 as well as by variable cost savings and ongoing government support schemes, which came on top of the structural changes implemented in 2020. CAPEX of CHF 88.1 million came in below the initial estimate for the year. EFCF also benefitted from an inflow of working capital of CHF 75.7 million resulting from the relatively steep business recovery of selected regions in the second half of the year. We expect further working capital inflow in 2022 in line with sales normalization. 3 Financial Report DUFRY ANNUAL REPORT 2021 Through our strong focus on cost control, we have underpinned and confirmed Dufry’s cash generating capability, which allowed us to build a solid financial structure and a strong balance sheet. Yves Gerster 119 3 Financial Report DUFRY ANNUAL REPORT 2021 2,244 CHF 2,243.9 million liquidity as of December 31, 2021. The cash flow performance during 2021 confirms the high variability of our expenses as well as the low capital intensity of our business, which allows for strong cash generation and fast deleveraging despite the challenging business environment. Our net debt as of December 31, 2021 amounts to CHF 3,079.5 million, a position below pre-crisis levels already. Throughout 2020, Dufry effectively worked on several initiatives to strengthen its capital structure and liquidity position. Early in 2021, we concluded this set of initiatives by successfully executing the compre- hensive refinancing of our debt positions with no material maturities until 2024. We made use of a diver- sified product mix including convertible bonds, senior notes and bank debt, thereby optimizing terms in the current market environment. Dufry’s capital struc- ture strengthened. In detail, Dufry issued CHF 500 million new convertible bonds due 2026 with a 0.75 % coupon and CHF 87.00 conversion price, while early converting its existing CHF 350 million 2023 convertible bonds. Further, Dufry priced EUR 725 million 3.375 % Senior Notes due 2028 and CHF 300 million 3.625 % Senior Notes due 2026 used to refinance existing bank debt. The maturities for the remaining term loans have been extended to 2024. At the beginning of 2022, Dufry agreed with its lending banks on an extension of the previously agreed covenant holiday until and including June 2023. The September and December 2023 testing deadlines require a 5.0x net debt / adjusted operating cash flow before the company will return to its 4.5x net debt / adjusted operating cash flow threshold in 2024. We concluded 2021 with a strong financial position and an overall liquidity of CHF 2,243.9 million as of Decem- ber 31, 2021. We are well-equipped to drive the re- opening and recovery, even in a still relatively volatile environment, while having the financial flexibility to act on selected growth opportunities during and beyond the recovery. We have ended the year 2021 with a Group turnover of CHF 3,915.4 million organically representing 46.5 % of 2019 levels. The translational FX effect versus 2019 was – 2.4 % mainly as a result of the USD depreciation. Turnover recovery progressing. Regional performance By region, turnover in Europe, Middle East and Africa was CHF 1,723.8 million in 2021 from CHF 1,144.5 million one year ago and organically representing 39.4 % of 2019 levels. EMEA saw a significant step-up in July and gradual improvement ever since based on resuming of travel within the region and transatlantic routes. Best performing were the Mediterranean, including Turkey and Greece, Eastern Europe, Russia, Middle East and Africa benefitting from leisure demand and more flexible travel protocols compared to other countries in the region. Also France, Portugal, Italy, Spain, Swit- zerland and the UK saw an uptake since July as vacci- nation campaigns were progressing and authorities were implementing more convenient intra-European as well as transatlantic travel protocols. Departure destinations with inbound travel to UK benefitted from new regulations related to Brexit and duty-free quotas. Towards the end of the year, re-imposed restrictions and limited alignment between governments around the emergence of the Omicron variant resulted in a slight slowdown. 120 3 Financial Report DUFRY ANNUAL REPORT 2021 Asia-Pacific’s turnover reached CHF 99.0 million in 2021 from CHF 160 million in 2020 and organically representing 15.1 % of 2019 levels. APAC is still largely impacted by the respective governments’ zero-case approach, and borders for inbound and outbound travel are mostly closed. Accordingly, shops in Dufry’s Asia-Pacific locations such as Hong Kong are closed, or operating at very low levels in line with flights and passenger movements. Since the end of 2021, Australia, Cambodia, Singapore, Malaysia and Macau started to release restrictions and to allow a soft opening of travel. As soon as restrictions are further lifted, demand is expected to show a fast rebound. The America’s turnover stood at CHF 1,728.5 million in 2021 versus CHF 1,141.7 million in 2020 organically rep- resenting 53.7 % of 2019 levels. North America, espe- cially the US, performed above group average due to the higher exposure to domestic travel. Intra-regional travel from the US to Central America as well as the opening of the transatlantic route in November were also supportive. The performance was driven by Hudson convenience stores, food and beverage and other duty-paid offerings. Central America and Carib- bean, including Mexico, Dominican Republic and the Caribbean Islands, were performing robustly as well, driven by intra-regional travel from the US and South America as well as international travel as more flexible travel conditions met continued demand. The cruise business, located in the region, continued to be im- pacted. South America started to trend upwards in the second half 2021, especially in Argentina, Colombia and Ecuador, in line with vaccination progress and an improved health situation. Retail margin not impacted. While Group turnover recovery expectations might have been slightly higher at the beginning of 2021, we have seen strong uptake in demand as soon as restric- tions were lifted and travel could resume conveniently. This gives us confidence for the mid-term view and on our offering being an integral part of the overall travel experience. Travelers’ propensity to spend increases for certain product categories and offerings. Dufry made further progress on innovative, exclusive, and sustainable products, as well as attractive promotions and offerings in fast-recovering categories like con- venience or food & beverage. Gross profit Gross Profit amounted to CHF 2,211.0 million in FY 2021 compared to CHF 1,377.3 million in FY 2020, reaching a 56.5 % margin from 53.8 % in the previous year. Margin was temporarily affected by the turnover mix, by con- tinued short-term inventory management through wholesale as well as by higher duty and freight ratios. The main impact relates to the supply of Dufry’s Hainan collaboration in China through the Hong Kong distri- bution center, which has largely handed over the supply to the local JV at the beginning of 2022. Excluding this temporary impact, the retail margin even increased by 1.2 % as compared to 2019, and we expect a normal- ization of our Gross Profit margin in line with business recovery. Lease Expenses Dufry received in 2021 MAG reliefs of CHF 1,077.8 mil- lion, related to the period affected by the pandemic. MAG reliefs refer to waiving of fixed rent components and implementing variable concession schemes in- stead. Of the total MAG reliefs received, CHF 847.1 mil- lion were accounted as “MAG reliefs” under “lease ex- penses” in the 2021 P&L. The remaining part refers to de-recognition or accounting modifications, leading to lower Depreciation of Right of Use Assets and lower lease interest in 2021 and going forward. D&A In addition, D&A in 2021 was also impacted by impair- ments. Shop closures in 2020 and some ongoing vola- tility in regard to passenger traffic in 2021 have affected actual turnover, as well as projections. Purchase acquisition accounting required almost mechanically impairments in an unprecedented year such as 2020, overall CHF – 1,193.1 million. For 2021, some additional impairments of net CHF 280.5 million have been real- ized due to ongoing limited visibility in some of the operations. However, those impairments mostly relate to depreciable and amortizable assets, and only rep- resent a timing shift in this regard, resulting in lower D&A going forward. Please refer for the full overview on 2021 D&A to pages 155 – 156 of this report 121 At this point, I would like to welcome Deloitte as Dufry’s newly appointed auditor as approved by our share- holders at our AGM 2021, and thank them for their support with the 2021 Annual Report. Well positioned for 2022. Considering all measures taken throughout 2021, we expect to be well positioned for the re-opening and growth acceleration beyond the current crisis. We expect a further stabilization of the business in 2022 while we continue to engage in opportunities ahead of us: new or renewed concessions, channel and regional diversification, expanded product offerings, or digita- lization. Visibility regarding a full recovery to 2019 turnover levels is still limited, with industry associations now estimating a full recovery of passenger numbers to a 2019 level between the end of 2023 and 2024. Never- theless, based on our strong cash conversion capa- bilities and with the current liquidity position, we are confident for the years ahead. I would like to thank our customers, shareholders, bondholders, banks, analysts, rating agencies, business partners and key advisors for their continued trust in Dufry and their ongoing support to initiate and execute the right measures helping us to emerge stronger and be in the best position to take advantage of the oppor- tunities we see on our way ahead. Kind regards, Kind regards, Yves Gerster 3 Financial Report DUFRY ANNUAL REPORT 2021 Adjusted Operating Profit and Net Profit Adjusted Operating Profit (adjusted EBIT) was at CHF 374.9 million in 2021 versus CHF – 1,561.6 million the same period of 2020. Adjusted Net Profit to Equity Holders reached CHF 23.4 million in 2021 versus CHF – 1,658.4 million in the same period last year. The respective adjusted Earnings per Share (EPS) based on 87.8 millions of weighted average shares outstanding was CHF 0.27 in the period versus CHF – 28.4 in the pre- vious year. Dufry’s adjusted key performance indicators reflect the operational performance of the respective year and exclude exceptional expenses and income such as acquisitions, divestures, impairments and amortization of acquisition-related intangible assets, which can differ significantly from year to year. With the Annual Report 2021, we have improved our disclo- sure around our alternative performance measures, providing additional commentary on the definition and rationale; please see pages 231 – 234. Adjusted Operating Cash Flow Adjusted operating cash flow reached CHF 147.1 mil- lion in 2021 compared to CHF – 405.9 million in 2020. Adjusted operating cash flow represents one of our main KPIs, recognizing the full amount of concession fees for the period. Based on a similar concept, it can be considered as a proxy for pre-IFRS 16 EBITDA. Please see page 233 of our Annual Report for further details and full reconciliation. Strong Stakeholder Relations. Throughout 2021, we engaged in more than 1,700 meetings, calls and interactions with our equity and debt investors, analysts and rating agencies. We strive to continue the dialogue and close relationships, and thoroughly consider your feedback on our business and investor relations. I would also like to emphasize the progress we made within our ESG implementation strategy in all our focus areas. In particular, we defined science-based targets (SBT) to achieve climate neu- trality by 2025 for scopes 1 + 2 and to considerably reduce carbon footprint of scope 3 emissions. We are continuing to evolve our ESG efforts as an integral part of our overall strategy, and are looking forward to continue to engage with you on related topics. Please visit also the ESG Report on pages 73 – 109. 122 3 Financial Report DUFRY ANNUAL REPORT 2021 CONSOLIDATED CASHFLOW IN MILLIONS OF CHF Net cash flow from operating activities Lease payments, net Capex Interest received Free cash flow Interest paid Cash flow related to minorities Proceeds from other financial assets Equity free cash flow Acquisition of Hudson shares Financing activities, net FX adjustments and other Decrease / (Increase) in financial net debt CONSOLIDATED INCOME STATEMENT CONTINUING OPERATIONS Turnover Cost of sales Gross profit Lease expenses Personnel expenses Depreciation and amortization Impairment net Other expenses and other income, net Operating profit / (loss) Finance income, finance expenses and foreign exchange gain / (loss), net Profit / (loss) before taxes Income tax Net profit / (loss) ATTRIBUTABLE TO Non-controlling interests Equity holders of the parent EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT Basic earnings per share in CHF OTHER DUFRY KPI’S Adjusted operating profit Adjusted net profit Adjusted earnings per share in CHF 2021 678.2 (475.3) (88.1) 11.0 125.8 (140.9) (24.4) 6.1 (33.4) – 343.8 (45.7) 264.7 2020 (345.3) (401.8) (106.0) 23.3 (829.8) (168.8) (34.7) 6.0 (1,027.3) (275.4) 1,020.5 39.9 (242.3) IN MILLIONS OF CHF 2021 IN % IN MILLIONS OF CHF 2020 IN % 3,915.4 100.0 % 2,561.1 100.0 % (1,704.4) 2,211.0 176.4 (635.4) (1,210.0) (280.5) (327.7) (66.2) (341.6) (407.8) 42.6 (365.2) 20.2 (385.4) (4.39) 374.9 23.4 0.27 (43.5 % ) 56.5 % 4.5 % (16.2 % ) (30.9 % ) (7.2 % ) (8.4 % ) (1.7 % ) (8.7 % ) (10.4 % ) (10.4 % ) (9.3 % ) (1,183.8) 1,377.3 8.0 (716.0) (1,648.8) (1,193.1) (328.1) (2,500.8) (370.4) (2,871.2) 130.7 (2,740.5) (226.8) (2,513.7) (43.01) (1,561.6) (1,658.4) (28.37) (46.2 % ) 53.8 % 0.3 % (28.0 % ) (64.4 % ) (46.6 % ) (12.8 % ) (97.6 % ) (14.5 % ) (112.1 % ) (4.6 % ) (107.0 % ) 123 124 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 FINANCIAL STATEMENTS 2021 CONTENT Consolidated Financial Statements Consolidated statement of profit or loss 126 Consolidated statement of other comprehensive income 127 128 Consolidated statement of financial position 129 – 130 Consolidated statement of changes in equity 131– 132 Consolidated statement of cash flows 133 – 211 Notes to the consolidated financial statements 212 – 215 Report of the statutory auditor Financial Statements Dufry AG Statement of profit or loss Statement of financial position Notes to the financial statements Report of the statutory auditor 216 217 218– 228 229– 230 125 1253 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 126CONSOLIDATED STATEMENT OF PROFIT OR LOSSFOR THE YEAR ENDED DECEMBER 31, 2021 IN MILLIONS OF CHFNOTE20212020Net sales7 3,826.8 2,477.6 Advertising income 88.6 83.5 Turnover 3,915.4 2,561.1 Cost of sales (1,704.4) (1,183.8)Gross profit 2,211.0 1,377.3 Lease expenses8 176.4 8.0 Personnel expenses9 (635.4) (716.0)Depreciation and amortization10 (1,210.0) (1,648.8)Impairment net10 (280.5) (1,193.1)Other expenses11 (381.6) (361.6)Other income12 53.9 33.4 Operating profit / (loss) (66.2) (2,500.8)Finance expenses13 (364.9) (385.4)Finance income13 25.9 14.9 Foreign exchange gain / (loss)13 (2.6) 0.1 Profit / (loss) before taxes (407.8) (2,871.2)Income tax14 42.6 130.7 Net profit / (loss) (365.2) (2,740.5)ATTRIBUTABLE TONon-controlling interests 20.2 (226.8)Equity holders of the parent (385.4) (2,513.7)EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENTBasic earnings per share in CHF26.3 (4.39) (43.01)Diluted earnings per share in CHF26.3 (4.39) (43.01)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 127IN MILLIONS OF CHFNOTE20212020Net profit / (loss) (365.2) (2,740.5)OTHER COMPREHENSIVE INCOMERemeasurements of post-employment benefit plans15 77.9 1.0 Income tax14, 15 (11.6) 0.6 Items not being reclassified to net income in subsequent periods, net of tax 66.3 1.6 Exchange differences on translating foreign operations15 81.3 (237.1)Net gain / (loss) on hedge of net investment in foreign operations (7.9) 24.2 Fair value gain / (loss) on cash flow hedging instruments15––Share of other comprehensive income of associates15, 20 0.2 0.2 Income tax on above positions14, 15––Items to be reclassified to net income in subsequent periods, net of tax 73.6 (212.7)Total other comprehensive income, net of tax 139.9 (211.1)Total comprehensive income, net of tax (225.3) (2,951.6)ATTRIBUTABLE TONon-controlling interests 19.8 (244.5)Equity holders of the parent (245.1) (2,707.1)CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED DECEMBER 31, 20213 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 128CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAT DECEMBER 31, 2021IN MILLIONS OF CHFNOTE31.12.202131.12.2020ASSETSProperty, plant and equipment16 329.1 453.3 Right-of-use assets17 3,120.8 4,438.7 Intangible assets18 1,737.3 2,196.9 Goodwill18 2,360.0 2,369.3 Investments in associates 15.2 7.1 Deferred tax assets31 179.9 145.5 Net defined benefit assets33 55.0 –Other non-current assets21 215.3 257.2 Non-current assets 8,012.6 9,868.0 Inventories22 692.2 659.6 Trade and credit card receivables23 85.3 17.1 Other accounts receivable24 371.8 315.0 Income tax assets 35.0 35.0 Cash and cash equivalents29.1 793.5 360.3 Current assets 1,977.8 1,387.0 Total assets 9,990.4 11,255.0 LIABILITIES AND SHAREHOLDERS’ EQUITYEquity attributable to equity holders of the parent25 956.6 839.3 Non-controlling interests25, 27 77.9 78.7 Total equity 1,034.5 918.0 Borrowings28 3,771.7 3,650.6 Lease obligations29 2,558.5 4,022.9 Deferred tax liabilities31 275.4 321.9 Provisions32 30.9 42.5 Employee benefit obligations33 11.5 32.6 Other non-current liabilities30 46.7 43.5 Non-current liabilities 6,694.7 8,114.0 Trade payables 335.1 154.9 Borrowings28 45.3 53.9 Lease obligations29 1,077.9 1,397.5 Income tax payables 61.3 34.2 Provisions32 88.4 49.5 Other liabilities30 653.2 533.0 Current liabilities 2,261.2 2,223.0 Total liabilities 8,955.9 10,337.0 Total liabilities and shareholders’ equity 9,990.4 11,255.0 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 129CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED DECEMBER 31, 2021ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENTIN MILLIONS OF CHFNOTEShare capital Share premium Treasury sharesCapital reserve for mandatory convertible notesEmployee benefit reserveTrans- lation reservesRetained earningsTOTALNON-CON-TROLLING INTERESTSTOTAL EQUITYBalance at January 1, 2021 401.3 4,249.9 (1.3) 68.4 (30.9) (524.9) (3,323.2) 839.3 78.7 918.0 Net profit / (loss) of the period–––––– (385.4) (385.4) 20.2 (365.2)Other comprehensive income / (loss)15–––– 66.3 74.0 – 140.3 (0.4) 139.9 Total comprehensive income / (loss) for the period–––– 66.3 74.0 (385.4) (245.1) 19.8 (225.3)TRANSACTIONS WITH OR DISTRIBUTIONS TO SHAREHOLDERSDividends to non-controlling interests–––––––– (23.0) (23.0)Conversion of the CHF 350 million bond25 52.7 295.0 –––– (26.7) 321.0 – 321.0 Related transactions costs25– (2.7)––––– (2.7)– (2.7)Share-based payments25–––––– 2.0 2.0 – 2.0 Equity component of the CHF 500 million convertible bond25––––– 54.1 54.1 – 54.1 Interest component of the mandatory convertible notes––– (8.1)––– (8.1)– (8.1)Total transactions with or distributions to owners 52.7 292.3 – (8.1)–– 29.4 366.3 (23.0) 343.3 CHANGES IN OWNERSHIP INTERESTS IN SUBSIDIARIESPut-option held by non-controlling interests–––––– (3.2) (3.2) 0.5 (2.7)Other changes in participation of non-controlling interests–––––– (0.7) (0.7) 1.9 1.2 Changes in participation of non-controlling interests27–––––– (3.9) (3.9) 2.4 (1.5)Balance at December 31, 2021 454.0 4,542.2 (1.3) 60.3 35.4 (450.9) (3,683.1) 956.6 77.9 1,034.5 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 130CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED DECEMBER 31, 2021ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENTIN MILLIONS OF CHFNOTEShare capital Share premium Treasury sharesCapital reserve for mandatory convertible notesEmployee benefit reserveTrans- lation reservesRetained earningsTOTALNON-CON-TROLLING INTERESTSTOTAL EQUITYBalance at January 1, 2020 252.8 3,475.5 (92.5)– (32.5) (329.9) (628.1) 2,645.3 462.7 3,108.0 Net Profit / (loss) of the period–––––– (2,513.7) (2,513.7) (226.8) (2,740.5)Other comprehensive income / (loss)15–––– 1.6 (195.0)– (193.4) (17.7) (211.1)Total comprehensive income / (loss) for the period–––– 1.6 (195.0) (2,513.7) (2,707.1) (244.5) (2,951.6)TRANSACTIONS WITH OR DISTRIBUTIONS TO SHAREHOLDERSDividends to non-controlling interests–––––––– (33.5) (33.5)Issuance of shares25 148.5 809.4 ––––– 957.9 – 957.9 Related transaction costs25– (35.0)––––– (35.0)– (35.0)Issuance of mandatory convertible notes25.2––– 69.5 ––– 69.5 – 69.5 Related transaction costs25.2––– (1.1)––– (1.1)– (1.1)Sale of treasury shares–– 68.8 –––– 68.8 – 68.8 Share-based payments–– 22.4 ––– (27.3) (4.9) (1.7) (6.6)Loss on sale of treasury shares26.2–––––– (55.1) (55.1)– (55.1)Equity component of convertible bond26.3–––––– 28.9 28.9 – 28.9 Income tax on equity transactions14–––––– (0.2) (0.2) (0.1) (0.3)Total transactions with or distributions to owners 148.5 774.4 91.2 68.4 –– (53.7) 1,028.8 (35.3) 993.5 CHANGES IN OWNERSHIP INTERESTS IN SUBSIDIARIESPut option held by non-controlling interests27–––––– 8.0 8.0 24.3 32.3 Other changes in participation of non-controlling interests27–––––– (135.7) (135.7) (128.5) (264.2)Changes in participation of non-controlling interests27–––––– (127.7) (127.7) (104.2) (231.9)Balance at December 31, 2020 401.3 4,249.9 (1.3) 68.4 (30.9) (524.9) (3,323.2) 839.3 78.7 918.0 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 1 Includes variable lease payments of CHF 586.7 (2020: 454.7) million. 2 Interest received are disclosed in cash flow from investing activities (consistent to prior year). 131CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE YEAR ENDED DECEMBER 31, 2021IN MILLIONS OF CHFNOTE20212020CASH FLOWS FROM OPERATING ACTIVITIESProfit / (loss) before taxes (407.8) (2,871.2)ADJUSTMENTS FOR:Depreciation and amortization10 1,210.0 1,648.8 Impairment net10 280.5 1,193.1 Increase / (decrease) in allowances and provisions 48.3 32.2 Other non-cash items (3.3) (2.4)Relief of lease obligations8 (847.1) (380.3)Loss / (gain) on sale of non-current assets 0.2 5.2 Loss / (gain) on foreign exchange differences 2.6 –Finance expense13 364.9 385.4 Finance income13 (25.9) (14.9)Cash flow before working capital changes 622.4 (4.1)Decrease / (increase) in trade and other accounts receivable (137.5) 75.8 Decrease / (increase) in inventories (26.5) 296.3 Increase / (decrease) in trade and other accounts payable 239.6 (686.0)Cash generated from operations 698.0 (318.0)Income tax paid (19.8) (27.3)Net cash flows from operating activities 1 678.2 (345.3)CASH FLOW USED IN INVESTING ACTIVITIESPurchase of property, plant and equipment 16 (74.3) (101.1)Purchase of intangible assets18 (16.9) (17.9)Purchase of financial assets (0.1) (0.4)Purchase of interest in associates (4.9) (0.4)Proceeds from lease income 3.1 3.9 Repayment of loans receivable granted 4.7 1.5 Proceeds from sale of property, plant and equipment 3.1 12.5 Proceeds from sale of financial assets 1.5 4.9 Other investing activities– (1.1)Interest received 2 11.0 23.2 Net cash flows used in investing activities (72.8) (74.9)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 132IN MILLIONS OF CHFNOTE20212020CASH FLOW FROM FINANCING ACTIVITIESTransaction costs for financial instruments 3 (56.1) (13.4)Transaction costs for equity instruments (2.6) (36.1)Proceeds from / (repayment) of 3 rd party loans29 8.1 (1.0)Proceeds from issue of notes29 1,599.3 350.0 Proceeds from borrowings29 642.9 557.2 Repayment of borrowings29 (1,689.0) (756.5)Issuance of shares– 957.9 Dividends paid to non-controlling interests (21.1) (33.3)Proceeds from mandatory convertible notes25.2– 69.5 Proceeds from sale of treasury shares26.3– 13.7 Acquisition of non-controlling interests in Hudson Ltd– (275.4)Contributions (paid to) / from non-controlling interests 1.6 (1.0)Lease payments (478.4) (405.7)Interest paid 4 (140.9) (168.8)Net cash flows used in financing activities (136.2) 257.0 Currency translation on cash29 (36.0) (30.0)Increase / Decrease in cash and cash equivalents 433.2 (193.2)CASH AND CASH EQUIVALENTS AT THE– beginning of the period29.1 360.3 553.5 – end of the period29.1 793.5 360.3 3 In 2021, transaction costs for financial instruments include incentives for the conversion of a bond in shares of CHF 28.8 million (refer for further transaction details to note 29).4 Interest paid are disclosed in cash flow from financing activities (consistent to prior year).CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)FOR THE YEAR ENDED DECEMBER 31, 20213 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 133NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 20211. CORPORATE INFORMATIONDufry AG (the “Company”) is a publicly listed company with headquarters in Basel, Switzerland. The Company is one of the world’s leading global travel retail compa-nies. It operates in more than 2.300 shops worldwide. The shares of the Company are listed on the Swiss Stock Exchange (SIX) in Zurich.The consolidated financial statements of Dufry AG and its subsidiaries (Dufry or the “Group”) for the year ended December 31, 2021 and the respective comparative information were authorized for public disclosure in accordance with a resolution of the Board of Directors of the Company dated March 3, 2022, and are subject to the approval of the Annual General meeting to be held on May 17, 2022.2. ACCOUNTING POLICIES2.1 BASIS OF PREPARATIONThe consolidated financial statements of Dufry AG and its subsidiaries have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).The consolidated financial statements have been prepared on the historical cost basis, except for certain financial assets, liabilities (including derivative instruments) and defined benefit plan assets, that are measured at fair value, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets. The carrying values of recognized assets and liabilities that are hedged items in fair value hedges, and are otherwise carried at amortized cost, are adjusted to record changes in the fair values attributable to the risks that are being hedged. The consolidated financial state-ments are presented in millions of Swiss Francs “CHF”. All values are rounded to the nearest one hundred thousand, except when indicated otherwise.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 1342.2 COVID-19 AND GOING CONCERNDuring 2021, the Group has taken the following measures in response to the ongoing COVID-19 pandemic: –The Group has materially reduced its cost structure and is continuing to manage its expenses, in particular the Group renegotiated, and it is continuing to align its lease payment commitments to the current business environment and in particular to reduce fixed lease payments; –In March 2021, Dufry issued a new convertible bond of CHF 500 million due in 2026; –In April 2021, CHF 350 million convertible bonds issued in 2020 and due in 2023 were converted in shares; –In April 2021, the group issued two new senior bonds •EUR 725 million 3.375 % Senior Notes due 2028 and •CHF 300 million 3.625 % Senior Notes due 2026. –With the executed refinancing, there are no material maturities before 2024. Proceeds from the offering are mainly used to refinance existing bank debt (2017 Senior Euro Term Loan Facility – EUR 500 million).In addition, the lenders of the syndicated bank facility have agreed to extend the maturity of the 2017 Senior USD Term Loan Facility (USD 550 million). In February 2022, Dufry received commitment letters from the same lenders in which, among other things, the lenders committed to not formally test the financial covenants for the relevant periods until and including June 30, 2023, Dufry cannot predict extent or duration of the ongoing COVID-19 pandemic and its impact on the Group and its financial position, results of operations and cash flows. We are closely monitoring developments related to the ongoing pandemic and have taken and continue to take steps intended to mitigate the potential risks to us.Management believes that the actions that it has taken to date are sufficient to ensure the Group’s ability to continue as a going concern and has therefore pre-pared the consolidated financial statements on a going concern basis. 2.3 BASIS OF CONSOLIDATIONThe consolidated financial statements of Dufry comprise all entities directly or indirectly controlled by Dufry (its subsidiaries) as at December 31, 2021 and December 31, 2020 respectively for the comparative information.Subsidiaries are fully consolidated from the date of acquisition, being the date on which Dufry obtains control, and continue to be consolidated until the date when such control is lost. The Group controls an entity when Dufry is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. All intra group balances, transactions, unrealized gains or losses or dividends are eliminated in full.A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 135If Dufry loses control over a subsidiary, it: –derecognizes the assets (including goodwill) and liabilities of the subsidiary, –derecognizes the carrying amount of any non-controlling interest as well as derecognizes the cumulative translation differences recorded in equity, –recognizes the fair value of the consideration received, recognizes the fair value of any investment retained as well as recognizes any surplus or deficit in the statement of profit or loss, –recognizes any receivable from / payable to this former subsidiary.2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESa) Business combinations and GoodwillBusiness combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, Dufry selects whether it measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition related transaction costs are expensed and presented in other expenses. When Dufry acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Thereafter any change in the fair value of the contingent consideration not classified as equity will be recognized through the statement of profit or loss.Dufry measures goodwill at the acquisition date as:The fair value of the consideration transferred; –plus the recognized amount of any non-controlling interests in the acquiree; –plus, if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; –less the net recognized amount of the identifiable assets acquired and liabilities assumed.When the excess is negative, a bargain purchase gain is recognized immediately in the statement of profit or loss.After initial recognition, goodwill is measured at cost less any accumulated impair-ment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of Dufry’s group of cash-generating units that are expected to benefit from the combination.Where goodwill forms part of a cash-generating unit and an operation within is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash- generating unit retained, unless there are specific allocations identifiable.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 136b) Foreign currency translationEach subsidiary in Dufry uses its corresponding functional currency. Items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign currencies are recorded at the date of the trans­action in the functional currency using the exchange rate of such date.Monetary assets and liabilities denominated in foreign currencies are re­measured using the functional currency exchange rate at the reporting date and the differ­ence is recorded as unrealized foreign exchange gains / losses. Exchange differences arising on the settlement or on the translation of derivative financial instruments are recognized through the statement of profit or loss, except where the hedges on net investments allow the recognition through other comprehensive income, until the respective investments are disposed of. Deferred tax related to unreal­ized exchange differences is accounted for accordingly. Non­monetary items are measured at historical cost in the respective functional currency.At the reporting date, the assets and liabilities of all subsidiaries reporting in foreign currency are translated into the presentation currency of Dufry (CHF), using the exchange rate at the reporting date. The statements of profit or loss of the sub­sidiaries are translated using the average exchange rates of the respective month in which the transactions occurred. The net translation differences are recognized in other comprehensive income. On disposal of a foreign entity or when control is lost, the deferred cumulative translation difference recognized within equity relating to that particular operation is recognized in the statement of profit or loss as gain or loss on sale of subsidiaries.Goodwill, intangible assets and fair value adjustments identified during a business combination (purchase price allocation) are treated as assets and liabilities in the functional currency of such operation.Principal foreign exchange rates applied for valuation and translation:AVERAGE RATECLOSING RATEIN CHF2021202031.12.202131.12.20201 USD0.91400.93850.91220.88511 EUR1.08111.07031.03731.08141 GBP1.25741.20411.23451.2106c) Net salesTurnover is comprised of net sales and advertising income and is recognized from contracts with customers. The Group recognizes revenue from retail sales and the related cost of goods sold at the point in time, when it sells and hands over directly at the stores to the traveler consumables or fashion products manufactured by third parties. These transactions have to be settled by cash or credit card on delivery. Net sales are measured at fair value of the consideration received for the goods sold, excluding discounts or sales taxes.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 137d) Advertising incomeThe Group’s advertising income is resulting from several distinctive marketing support activities, not affecting the retail price, performed by Dufry after having been developed and coordinated together with our suppliers. The income is recognized in the period the advertising is performed. The compensation will be received on contractual terms. Usually Dufry is not entitled to offset the income with trade payables related with the same supplier. An allowance on these adver-tising receivables is recognized to reflect the risks and uncertainties in relation with the final achievements of incentives based on thresholds, to be confirmed after the end of the respective program.e) Cost of salesCost of sales are recognized when the Company sells the products and comprise the purchase price and the cost incurred until the products arrive at the warehouse, i. e. import duties, transport, purchase discounts (price-offs) as well as inventory valuation adjustments and inventory losses. f) Lease expensesDufry adopted the new temporary amendment to IFRS 16 for the full year 2021 (note 2.5). Basically the amendment allows to consider that renegotiations related to COVID-19 are not modifications, and can be recognized directly as a reduction of lease expense.g) Equity instrumentsAn equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by Dufry are recognized at the proceeds received, net of direct issue costs. Repurchase of Dufry’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in the statement of profit or loss on the purchase, sale, issue or cancellation of Dufry’s own equity instruments.h) Share capitalOrdinary shares are classified as equity. Costs directly attributable to the issuance of shares or options are shown in the statement of changes in equity as transaction costs for equity instruments, net of tax.For Dufry shares purchased by Dufry AG or any subsidiary, the consideration paid, including any directly attributable expenses, net of taxes, is deducted from equity until the shares are cancelled, assigned or sold. Where such ordinary shares are subsequently sold, any consideration received, net of any direct transaction expenses and income tax, is included in equity.i) Pension and other post-employment benefit obligationsThe employees of the subsidiaries are eligible for retirement, invalidity and death benefits under local social security schemes prevailing in the countries concerned and defined benefit or defined contribution plans provided through separate funds, insurance plans, or unfunded arrangements. The pension plans are either funded through regular contributions made by the employer or the employee or unfunded. The cost of providing benefits under defined benefit plans is determined using the projected unit credit method. The plan assets are valued at fair value.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 138Re-measurements, the effect of the asset ceiling (excluding net interest) and the return on plan assets (excluding net interest), are recognized in the statement of financial position with a corresponding debit or credit to other comprehensive income in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.Past service costs are recognized in profit or loss on the earlier of: –The date of the plan amendment or curtailment, and –the date that Dufry recognizes restructuring related costsNet interest is calculated by applying the discount rate to the net defined benefit obligation (asset). Dufry recognizes the following changes in the net defined benefit obligation in the statement of profit or loss: –Service costs comprising current service costs are disclosed under “personnel expenses”. Past service costs, gains and losses on curtailments and non-routine settlements are shown under “other expenses” –Net interest expense or income under “finance expenses” or “finance income”j) Share-based paymentsEquity settled share-based payments to employees and other third parties provid-ing services are measured at the fair value of the equity instruments at grant date. The fair value determined at grant date of the equity-settled share-based payments is expensed on a pro rata basis over the vesting period, based on the estimated number of equity instruments that will eventually vest. At the end of each reporting period, Dufry revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in the statement of profit or loss such that the cumulative expense reflects the revised estimate.Where the terms of an equity settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the holder of the option as measured at the date of modification.k) TaxationIncome tax expense represents the sum of the current income tax and deferred tax. Where the functional currency is not the local currency, the position includes the effects of foreign exchange translation on deferred tax assets or deferred tax liabilities.Income tax positions not relating to items recognized in the statement of profit or loss, are recognized in correlation to the underlying transaction, either in other comprehensive income or equity.Current income taxIncome tax receivables or payables are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantially enacted at the reporting date in the countries where Dufry operates and generates taxable income.Income tax relating to items recognized in other comprehensive income is recog-nized in the same statement.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 139Deferred taxDeferred tax is provided using the liability method on temporary differences between the tax basis of assets or liabilities and their carrying amounts for finan-cial reporting purposes at the reporting date.Deferred tax liabilities are recognized for all taxable temporary differences, except: –When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. –In respect of taxable temporary differences associated with investments in subsidiaries, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits or tax losses. Deferred tax assets are recog-nized to the extent that it is probable that taxable profit will be available, against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized, except: –When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. –In respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted at the reporting date applicable for each respective company.l) Property, plant and equipmentThese are stated at cost less accumulated depreciation and any impairment in fair value. Depreciation is computed on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. The useful lives applied are as follows: –Real estate (buildings) 20 to 40 years –Leasehold improvements the shorter of the lease term or 10 years –Furniture and fixtures the shorter of the lease term or 5 years –Motor vehicles the shorter of the lease term or 5 years –Computer hardware the shorter of the lease term or 5 years3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 140m) Right-of-use assetsThe Group recognizes right-of-use assets at the commencement date of the lease (i. e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-measurement of lease obligations. The cost of right-of-use assets includes the amount of lease obligations recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain owner-ship of the leased asset at the end of the lease term, the recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life or the lease term. Right-of-use assets are subject to impairment. The contractual term of our assets is up to 40 years.To contain a lease, an agreement has to convey the right to control the use of an identified asset throughout the period of use in exchange for consideration, so that the lessee has the right to obtain substantially all of the economic benefits from the use of the identified asset and direct the use of the identified asset (i. e. direct how and for what purpose the asset is used). The lease term corresponds to the non-cancellable period of each contract and where the Group is reasonably certain of exercising renewal options contractually foreseen. Right-of-use assets are capitalized at a value equivalent to the lease obligation at inception and depreciated over the useful life of the asset, except for leases with a lease term (or remaining upon adoption) of less than 12 months or leases of low value assets.Initial direct costs for contracts signed in the past were not recognized as part of the right-of-use asset at the date of initial adoption.Short-term leases with a duration of less than 12 months and low value leases, as well as those lease elements, not complying with the principles of recognition defined by IFRS 16 are recognized in Profit or Loss when incurred.Types of right-of-use assets:a) ShopsDufry enters into lease agreements with operators of airports, seaports, railway stations etc. to operate retail shops which in substance are considered leases. These lease agreements contain complex features, which include variable payment based on sales, which cannot be lower than a minimal threshold (MAG). The MAG can be fixed or variable depending on certain parameters. The MAG amounts may: a) be fixed by the lease agreement or b) be calculated based on a percentage of fees paid in the previous year, or c) adjusted based on an index. In these cases, the unavoidable portions of the fees are considered as in substance fixed payments, despite having a variable component. Management signs and renews on average more than 50 agreements every year with a typical duration of 5 to 10 years.These agreements do not contain a residual value guarantee. In some cases, the current parts of the lease obligations are secured with bank guarantees in case the Group would not fulfill its contractual commitments. Dufry has capitalized all elements of the lease contracts in accordance with IFRS 16 when at the com-mencement of the agreement such commitments are in substance fixed. Payment obligations that do not have a fixed or in substance fixed commitment, will continue to be presented as variable lease expense. Dufry has identified a number of agree-ments in its portfolio which are not fulfilling the principles of recognition defined by IFRS 16, i. e. they have minimal guaranteed payments based on non-predictable parameters or variables, such as actual number of passengers, which will continue to be presented as variable lease expense.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 141b) Other buildingsLease agreements for offices or warehouse buildings usually qualify for capital-ization under IFRS 16.c) Vehicles and otherDufry has also entered into many other lease agreements for e. g. vehicles, hard or software, and other assets, which in accordance with IFRS 16 will qualify for capitalization of leases. n) Short-term leases and leases of low-value assetsThe Group applies the short-term lease recognition exemption to its short-term leases (i. e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value (i. e., below CHF 5,000, division North America below USD 25.000). Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term. o) Intangible assetsThese assets mainly comprise of concession rights and brands. Usually these assets are capitalized at cost, but when identified as part of a business combination, these assets are capitalized at fair value as at the date of acquisition. The useful lives of these intangible assets are assessed to be either finite or indefinite. Fol-lowing initial recognition, the cost model is applied to intangible assets. Intangible assets with finite lives are amortized over the useful economic life. Intangible assets with an indefinite useful life are reviewed annually to determine whether the indefinite life assessment continues to be supportable. If not, any changes are made on a prospective basis. The brand assets are not amortized, have indefinite useful life, as they can be renewed without significant costs, are supported by ongoing marketing and selling activities and there is no foreseeable limit to the cash-flows they generate. Concession rights have a useful life based on the lease term, which can be up to 40 years.p) SoftwareSoftware is valued at amortized historical cost, or in case of internal developments by the sum of costs incurred less amortization.q) Impairment of non-financial assetsGoodwill and intangible assets with indefinite useful life are not subject to amortization and are tested annually for impairment. Assets that are subject to depreciation and amortization are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the carrying amount of an asset or cash generating unit exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost of disposal or its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows (cash generating units).3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 142r) AssociatesAssociates are all entities over which Dufry has significant influence but not control, generally accompanying a shareholding interest of more than 20 % of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognized at cost. The carrying amount is increased or decreased to recognize changes in the Group’s share of net assets of the associate after the date of acquisition and decreased by dividends declared. Dufry’s investment in associates may include goodwill identified on acquisition.Dufry’s share of post-acquisition net profit / (loss) is recognized in the statement of profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in the statement of comprehensive income with a corre-sponding adjustment to the carrying amount of the investment. When Dufry’s share of losses in an associate equals or exceeds its interest in the associate, Dufry does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate. If the ownership interest in an asso-ciate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognized in other comprehensive income is reclassified to net profit / (loss) where appropriate.Dufry determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, Dufry calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount within the finance expense in the statement of profit or loss.Profits and losses resulting from upstream and downstream transactions between Dufry and its associate are recognized in the Group’s financial statements only to the extent of unrelated investor’s interests in the associates. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by Dufry.Dilution gains and losses arising in investments in associates are recognized in the statement of profit or loss.s) InventoriesInventories are valued at the lower of historical cost or net realizable value. The historical costs are determined according to the weighted average cost method. Historical cost includes all expenses incurred in bringing the inventories to their present location and condition. Beside the purchase price of the goods less the discounts or rebates obtained, the historical cost includes import duties and trans-port cost. Dufry purchases most of the inventory centrally and provides the sub-sidiaries the goods in their reporting currency, i. e. free of currency risk for them.The net realizable value is the estimated selling price in the ordinary course of busi-ness less the estimated costs necessary to make the sale. Inventory allowances are set up for slow-moving and obsolete stock. Expired items are fully written off.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 143t) Trade and credit card receivables These accounts include receivables related to the sale of merchandise. Trade re-ceivables that do not have a significant financing component are initially measured at transaction price and subsequently at amortised cost.u) Cash and cash equivalentsCash and cash equivalents consist of cash on hand or current bank accounts as well as current deposits at banks with initial maturity below 91 days. Credit card receivables with a maturity of up to 4 working days are included as cash in transit. v) Lease obligationsAt the commencement date of the lease, the Group recognizes lease obligations measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. Amounts resulting from a remeasurement of the lease obligation due to an index or a rate are recognized against right-of-use assets.In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease obligations is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease obligations is re-measured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.Dufry uses a discount rate which is the aggregation of the risk free rate for the respective currency and lease duration, increased by individual company risk factors.The lease obligation represents the net present value of fixed or in substance fixed lease payments over the lease term. The implied interest charge is presented as interest expenses on lease obligation. Where a lease agreement does not specify a discount rate and as the subsidiaries are financed internally, Dufry uses a discount rate which is the aggregation of the risk free rate for the respective currency and lease duration, increased by individual company risk factors.Usually our lease contract do not specify interest, so that the accrued interest are considered a part of the minimal in substance fix commitments, which are presented in the cash flow from financing. In case the lease payments are higher due to vari-able fee clauses, these amounts are presented as cash outflow from operations.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 144w) ProvisionsProvisions are recognized when Dufry has a present obligation (legal or construc-tive) as a result of a past event, it is probable that Dufry will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.The amount recognized as a provision is the best estimate at the end of the report-ing period of the consideration required to settle the present obligation, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that the reimbursement will be received and the amount of the receivable can be measured reliably.Contingent liabilities acquired in a business combination Contingent liabilities acquired in a business combination that represent a present obligation and it’s fair value can be measured reliably are initially measured at fair value at the acquisition date. At the end of subsequent reporting periods, such con-tingent liabilities are measured at the higher of the amount that would be recognized in accordance with IAS 37 Provisions, contingent liabilities and contingent assets and the amount initially recognized less cumulative income recognized in accordance with IFRS 15 Revenue from contracts with customers.Onerous contractsPresent obligations arising under onerous contracts are measured and recognized as provisions. An onerous contract is considered to exist if Dufry has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract.RestructuringsA restructuring provision is recognized when Dufry has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it. The measurement of a restructuring pro-vision includes only the direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the entity. Amounts of restructuring are shown in other provisions.Lawsuits and dutiesA lawsuits and duties provision is recognized to cover uncertainties dependent on the outcome of ongoing lawsuits in relation with taxes or contractual commitments, other than income taxes and duties.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 145x) Investments and other financial assets (i) ClassificationThe Group classifies its financial assets in the following measurement categories: –Those to be measured subsequently at fair value (either through OCI or through profit or loss), and –those to be measured at amortized cost.The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For respective criteria refer to section (iii) Measurement. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).(ii) Recognition and derecognitionRegular purchases and sales of financial assets are recognized on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.(iii) MeasurementAt initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), trans-action costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.Debt instrumentsSubsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments: –Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss. Impairment losses are presented as part of the financial result. –FVOCI: Debt instruments that are held for collection of contractual cash flows and for selling the financial assets, where the asset’s cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss. Interest income from these financial assets is included in finance income using the effective interest rate method. Impairment expenses are presented in the other operational result. –FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in profit or loss and presented as net in the period in which it arises.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 146Equity instrumentsThe Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss as other income when the Group’s right to receive payments is established. Changes in the fair value of financial assets at FVPL are recognized in the finance income or finance expenses in the statement of profit or loss as applicable.(iv) Impairment of financial assetsThe Group assesses on a forward looking basis the expected credit losses asso-ciated with its debt instruments carried at amortized cost and FVOCI. For trade receivables, receivables for refund from suppliers and related services the Group applies the simplified approach which requires expected lifetime losses to be recognized from initial recognition of the receivables.y) Trade and other account receivablesTrade and other account receivables (including credit cards receivables and other account receivables), that do not have a significant financing component are initially measured at transaction price and subsequently at amortised cost using the effective interest rate.z) Financial liabilitiesi) Financial liabilities at FVPLThese are stated at fair value, with any gains or losses arising on re-measurement recognized in the statement of profit or loss. The net gain or loss recognized in the consolidated statement of profit or loss incorporates any interest paid on the financial liability and is included in the finance income or finance expenses in the statement of profit or loss. Fair value is determined in the manner described in note 34.ii) Other financial liabilitiesOther financial liabilities (including borrowings) are subsequently measured at amortized cost using the effective interest method.iii) Derecognition of financial liabilitiesDufry derecognizes financial liabilities only when the obligations are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid or payable is recognized in the statement of profit or loss.iv) Offsetting of financial instrumentsFinancial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously (see note 29.1).aa) Compound financial instrumentsThe component parts of convertible loan notes issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 147own equity instruments is an equity instrument. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument’s maturity date. The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognised in equity will be transferred to share capital and share premium. Where the conversion option remains unexercised at the maturity date of the convertible loan note, the balance recognised in equity will be transferred to retained earnings. No gain or loss is rec-ognised in profit or loss upon conversion or expiration of the conversion option. Transaction costs that relate to the issue of the convertible loan notes are allo-cated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible loan notes using the effective interest method.ab) Derivatives and hedging activitiesDerivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either: –hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedges) –hedges of a particular risk associated with the cash flows of recognized assets and liabilities and highly probable forecast transactions (cash flow hedges), or –hedges of a net investment in a foreign operation (net investment hedges).At inception of the hedge relationship, the Group documents the economic relationship between hedging instruments and hedged items including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items. The Group documents its risk manage-ment objective and strategy for undertaking its hedge transactions. The fair values of derivative financial instruments designated in hedge relationships are disclosed in note 34. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability.Cash flow hedges that qualify for hedge accountingThe effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in the cash flow hedge reserve within OCI. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss, within other gains / (losses).When option contracts are used to hedge forecast transactions, the Group desig-nates only the intrinsic value of the options as the hedging instrument.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 148Gains or losses relating to the effective portion of the change in intrinsic value of the options are recognized in the cash flow hedge reserve within OCI. The changes in the time value of the options that relate to the hedged item (“aligned time value”) are recognized within OCI. When forward contracts are used to hedge forecast transactions, the Group generally designates only the change in fair value of the forward contract related to the spot component as the hedging instrument. Gains or losses relating to the effective portion of the change in the spot component of the forward contracts are recognized in the cash flow hedge reserve within equity. The change in the forward element of the contract that relates to the hedged item (“aligned forward element”) is recognized within OCI. In some cases, the entity may designate the full change in fair value of the forward contract (including forward points) as the hedging instrument. In such cases, the gains or losses relating to the effective portion of the change in fair value of the entire forward contract are recognized in the cash flow hedge reserve.Amounts accumulated in equity are reclassified in the periods when the hedged item affects profit or loss, as follows: –Where the hedged item subsequently results in the recognition of a non-financial asset (such as inventory), both the deferred hedging gains and losses and the deferred time value of the option contracts or deferred forward points, if any, are included within the initial cost of the asset. The deferred amounts are ultimately recognised in profit or loss as the hedged item affects profit or loss (for example through cost of sales). –The gain or loss relating to the effective portion of the interest rate swaps hedging variable rate borrowings is recognised in profit or loss within finance cost at the same time as the interest expense on the hedged borrowings. When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative deferred gain or loss and deferred costs of hedging in equity at that time remains in equity until the forecast transaction occurs, resulting in the recognition of a non-financial asset such as inventory. When the forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in equity are immediately reclassified to profit or loss.Net investment hedgesHedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in the statement of profit or loss within other finance income or finance expense. Gains and losses accumulated in equity are reclassified to profit or loss when the foreign operation is partially disposed of or sold. See notes 28.1 and 28.2 for further details.Derivatives that do not qualify for hedge accountingCertain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognized immediately in the statement of profit or loss and are included in other finance income or finance expense. Further details of derivative financial instruments are disclosed in note 35.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 2.5 CHANGES IN ACCOUNTING POLICY AND DISCLOSURES New and amended standards and interpretations The accounting policies adopted are consistent with those of the previous financial year, except for the following new or revised Standards and Interpretations adopted in these consolidated financial statements (effective January 1, 2021). New and amended standards adopted by the Group The IBOR reform Phase 2 amendments became effective January 1, 2021. The amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 address issues that might affect financial reporting after the reform of an interest rate benchmark, including its replacement with alternative benchmark rates. The Group adjusted respective agreements adopting the new standards to reflect IBOR reform Phase 2 and the usage of Risk Free Rates where applicable. No economic impact is expected with its introduction. The amendments apply for the first time in 2021, but do not have an material impact on the consolidated financial statements of the Group. The Group has not early adopted any of the amendments that have been issued but not yet effective. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these standards, except for the COVID-19 related rent concessions: COVID-19 related rent concessions – Amendment to IFRS 16 On May 28, 2020 the IAS-Board issued an amendment to IFRS 16 providing lessees with an exemption from assessing whether a COVID-19 related relief of lease obligations is a lease modification, requiring lessees that apply the exemption to account for COVID-19 related rent concessions as if they were not lease modifi- cations. Dufry adopted this amendment applying it for the full year 2020. The prac- tical expedient applies only to rent concessions occurring as a direct consequence of the COVID-19 pandemic and only if all of the following conditions are met: (a) the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change; (b) any reduction in lease payments affects only payments originally due on or before June 30, 2021 (for example, a rent concession would meet this condition if it results in reduced lease payments on or before June 30, 2021 and increased lease payments that extend beyond June 30, 2021); and (c) there is no substantive change to other terms and conditions of the lease. On March 31, 2021, the IASB published a further amendment to extend the date of the practical expedient from June 30, 2021 to June 30, 2022. The exemption applies only to rent concessions occurring as a direct consequence of the COVID-19 pandemic and subject to the above conditions and was applied in all possible cases. Dufry recognized in 2021 a net relief of lease obligations of CHF 847.1 (2020: 380.3) million presented as lease (expense) / income (see note 8). 1493 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 1503. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTYThe preparation of Dufry’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of income, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date.KEY SOURCES OF ESTIMATION UNCERTAINTYThe key assumptions concerning the future and other key sources of estimation include uncertainties at the reporting date, which may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial periods, are discussed below.Impairment testsDufry annually tests goodwill and intangible assets with indefinite useful lives and assesses other non-financial assets for impairment indications. Where required, the company performs impairment tests which are based on the discounted value models of future cash flows. The underlying calculation requires the use of esti-mates. The estimates and assumptions used are disclosed in note 19.Pension and other post-employment benefit obligationsThe cost of defined benefit pension plans is determined using actuarial valuations. The actuarial valuation involves assumptions about discount rates, future salary and pension increases as well as mortality rates. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty. Dufry changed its Swiss actuarial advisor in 2021.Certain methodologies used by the new advisor differ from those used by the previous advisor and these mythologies have resulted in a CHF 6.2 million reduc-tion in net liability via OCI.Further details are given in note 33.4. NEW AND REVISED STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET ADOPTED / EFFECTIVECertain new accounting standards and interpretations were issued that are not effective for 2021. Dufry will adopt these when they become mandatory. From the current point of view they are not expected to have a material impact in future reporting periods.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 1515. SEGMENT INFORMATIONDufry’s risks and returns are predominantly affected by the fact that Dufry oper-ates in different countries. Therefore, Dufry presents the segment information as it does internally to the Group Executive Committee, which represents the Chief Operating Decision Maker (CODM), using geographical segments and the global distribution centers as an additional segment.The Group implemented a new company organization for the financial year 2021. The previous segments Central & South America and North America were combined in the new segment The Americas. The comparative figures have been presented accordingly to reflect these changes.The Group is presenting as alternative performance measure an Adjusted Oper-ating Profit to the Group Executive Committee. This indicator represents the operating profit before amortization of intangible assets identified during pre-vious acquisitions.Information reported to the Group Executive Committee for the purposes of resource allocation and assessment of segment performance is focused on the geographical segments. The Group’s reportable segments under IFRS 8 are there-fore as follows:TURNOVER2021 IN MILLIONS OF CHFwith external customerswith other divisionsTOTALADJUSTED OPER-ATING PROFIT (unaudited)EMPLOYEES (FTE) (unaudited)Europe, Middle East and Africa (EMEA) 1,723.8 – 1,723.8 515.7 8,767 Asia Pacific 99.0 – 99.0 (12.2) 577 The Americas 1 1,728.5 – 1,728.5 (139.9) 10,105 Global Distribution Centers 2 364.1 666.2 1,030.3 11.3 497 Total divisions 3,915.4 666.2 4,581.6 374.9 19,946 Eliminations– (666.2) (666.2)––Dufry 3,915.4 – 3,915.4 374.9 19,946 TURNOVER2020 IN MILLIONS OF CHFwith external customerswith other divisionsTOTALADJUSTED OPER-ATING PROFIT (unaudited)EMPLOYEES (FTE) (unaudited)Europe, Middle East and Africa (EMEA) 1,144.5 – 1,144.5 (1,069.3) 9,924 Asia Pacific 160.0 – 160.0 (73.3) 664 The Americas 1 1,141.7 – 1,141.7 (417.7) 6,799 Global Distribution Centers 2 114.9 376.3 491.2 (1.3) 408 Total divisions 2,561.1 376.3 2,937.4 (1,561.6) 17,795 Eliminations– (376.3) (376.3)––Dufry 2,561.1 – 2,561.1 (1,561.6) 17,795 1 Dufry Group generated 25.5 % (2020: 23.2 %) of its turnover in the US.2 Global Distribution Center have global functions and cannot be allocated to the other segments.Transactions between operative segments considered on arm’s length terms.Dufry generated 5.0 % (2020: 6.6 %) of its turnover with external customers in Switzerland (domicile).3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 152Adjusted Operating ProfitIN MILLIONS OF CHFNOTE20212020Operating profit / (loss) (66.2) (2,500.8)Adjusted for:Amortization of concession rights*18 195.5 251.1 Impairment of concession rights*18 224.0 556.8 Impairment of goodwill*18 21.6 131.1 Adjusted operating profit 374.9 (1,561.6)* Related to acquisitions.Financial Position and other disclosures31.12.2021 IN MILLIONS OF CHFTOTAL ASSETSTOTAL LIABILITIESINCOME TAX (EXPENSE) / INCOMECAPITAL EXPENDITURE PAIDDEPRECIATION AMORTIZATION AND IMPAIRMENTEurope, Middle East and Africa (EMEA) 5,307.7 3,092.8 (48.6) (29.4) (557.7)Asia Pacific 188.5 127.1 (0.9) (1.1) (71.4)The Americas 1 2,996.0 2,127.2 94.4 (47.3) (835.9)Global Distribution Centers 1,406.5 365.8 (2.4) (12.8) (24.2)Total divisions 9,898.7 5,712.9 42.5 (90.6) (1,489.2)Unallocated positions 91.7 3,243.0 0.1 (0.6) (1.3)Dufry 9,990.4 8,955.9 42.6 (91.2) (1,490.5)31.12.2020 IN MILLIONS OF CHFTOTAL ASSETSTOTAL LIABILITIESINCOME TAX (EXPENSE) / INCOMECAPITAL EXPENDITURE PAIDDEPRECIATION AMORTIZATION AND IMPAIRMENTEurope, Middle East and Africa (EMEA) 6,154.8 4,144.9 79.6 (55.3) (1,646.2)Asia Pacific 567.7 541.1 (6.3) (4.0) (141.6)The Americas 1 3,390.6 2,003.4 67.4 (51.4) (1,016.9)Global Distribution Centers 847.7 128.6 (0.1) (4.1) (20.7)Total divisions 10,960.8 6,818.0 140.6 (114.8) (2,825.4)Unallocated positions 294.2 3,519.0 (9.9) (4.2) (16.5)Dufry 11,255.0 10,337.0 130.7 (119.0) (2,841.9)1 Within Dufry Group, 14.2 % (2020: 13.0 %) of the total non-current assets are located in the US.Reconciliation of assets IN MILLIONS OF CHF31.12.202131.12.2020Operating assets 9,898.7 10,960.8 Current assets of corporate and holding companies 47.9 30.3Non-current assets of corporate and holding companies 43.8 263.9 Total assets 9,990.4 11,255.0 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 153Reconciliation of liabilities IN MILLIONS OF CHF31.12.202131.12.2020Operating liabilities 5,712.9 6,818.0 Borrowings of corporate and holding companies, current 0.2 0.6 Borrowings of corporate and holding companies, non-current 3,188.8 3,510.5 Other non-segment liabilities 54.0 7.9 Total liabilities 8,955.9 10,337.0 6. ACQUISITIONS OF BUSINESSESThere were no significant transactions during 2021 and 2020.7. NET SALESNet sales by product categories:IN MILLIONS OF CHFEMEAASIA PACIFICTHE AMERICASGLOBAL DC2021EMEAASIA PACIFICTHE AMERICASGLOBAL DC2020Perfumes and Cosmetics 612.5 49.7 241.6 273.1 1,176.9 426.3 69.2 220.4 58.9 774.8 Food, Confectionery and Catering 228.4 0.4 601.4 3.0 833.2 138.2 7.6 332.1 2.1 480.0 Wine and Spirits 306.1 4.2 313.6 36.5 660.4 190.1 27.5 183.8 12.4 413.8 Luxury goods 120.1 33.5 153.3 2.7 309.6 96.3 30.4 156.8 0.3 283.8 Tobacco goods 367.7 2.1 60.0 0.1 429.9 219.4 15.2 51.5 0.1 286.2 Electronics 4.9 0.5 97.0 – 102.4 4.3 2.7 54.2 0.1 61.3 Literature and Publications 4.1 – 63.1 – 67.2 4.7 0.1 41.7 – 46.5 Other 62.3 7.6 175.8 1.5 247.2 52.5 5.3 72.5 0.9 131.2 Total 1,706.1 98.0 1,705.8 316.9 3,826.8 1,131.8 158.0 1,113.0 74.8 2,477.6 Net sales by market sector:IN MILLIONS OF CHFEMEAASIA PACIFICTHE AMERICASGLOBAL DC2021EMEAASIA PACIFICTHE AMERICASGLOBAL DC2020Duty-free 1,095.8 55.6 682.3 0.7 1,834.4 726.8 125.1 527.0 0.2 1,379.1 Duty-paid 610.3 42.4 1,023.5 316.2 1,992.4 405.0 32.9 586.0 74.6 1,098.5 Total 1,706.1 98.0 1,705.8 316.9 3,826.8 1,131.8 158.0 1,113.0 74.8 2,477.6 Net sales by channel:IN MILLIONS OF CHFEMEAASIA PACIFICTHE AMERICASGLOBAL DC2021EMEAASIA PACIFICTHE AMERICASGLOBAL DC2020Airports 1,605.4 45.6 1,571.8 – 3,222.8 1,046.8 97.9 987.5 – 2,132.2 Border, downtown and hotel shops 40.2 43.7 59.9 – 143.8 33.7 42.8 37.9 – 114.4 Cruise liners and seaports 29.7 – 46.6 – 76.3 20.0 – 55.5 – 75.5 Railway stations and other 30.8 8.7 27.5 316.9 383.9 31.3 17.3 32.1 74.8 155.5 Total 1,706.1 98.0 1,705.8 316.9 3,826.8 1,131.8 158.0 1,113.0 74.8 2,477.6 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 1548. LEASE (EXPENSES) / INCOME IN MILLIONS OF CHF20212020Lease expenses 1 (692.2) (391.8)Lease expenses short-term contracts (3.7) (3.0)Lease expenses low value contracts (0.8) (0.9)Sublease income from right-of-use assets 11.8 15.9 Relief of lease obligations 2 847.1 380.3 Change in provision for onerous contract 14.2 7.5 Total 176.4 8.0 1 Lease expenses include only variable lease expenses. Fixed and in substance fixed commitments are recognized in accordance with lease accounting as depreciation of right-of-use assets or interest on lease obligations.2 See note 2.5 COVID-19 related rent concessions – Amendment to IFRS 16.Most lease contracts require as compensation the higher of two amounts: a) a percentage of sales or b) a fixed minimal guaranteed amount (MAG). The fair value of these MAG commitments over the contractual term are presented usually as right-of-use assets and expensed as depreciation. Lease payments exceeding the MAG are presented as lease expenses and are normally calculated as a percent-age of sales. Other lease contracts require only variable payments, which are fully presented as lease expense. For the following year, the Group estimates that the lease expenses may be between 17 % and 21 % of net sales.Variable lease expense approximates the related cash flows due to the short payment term characteristic of these contracts.For further details of right-of-use assets, please refer to note 17, for lease obligation, note 29 and for the gain in relation to modifications of lease contracts, to note 13.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 1559. PERSONNEL EXPENSES IN MILLIONS OF CHF20212020Salaries and wages (485.8) (552.9)Social security expenses (87.4) (100.8)Retirement benefits (14.2) (11.3)Other personnel expenses (48.0) (51.0)Total (635.4) (716.0)Since 2020, some governments initiated actions to reduce the financial impli cations to companies affected by the COVID-19 pandemic. Certain Dufry subsidiaries have been granted government support in order to reduce the burden of personnel expenses during the lock-down periods. In this respect, Dufry has received CHF 38.3 (2020: 73.3) million.During 2019, Dufry adapted the Company organization by reducing personnel expenses based on the expected decline in sales of the respective subsidiaries. The initiative included early retirements, hold-backs of seasonal staff employment as well as the reduction of positions across the Group. In June 2020, the Company has decided on and announced the respective plans to implement these measures during the second half of 2020. In 2020, the Group has incurred in total CHF 73.3 million in severance cost, of which CHF 37.6 million have been paid out during 2020 and CHF 35.7 million are accrued under personnel payables and short term provi-sions depending on the status of the restructuring measures. As of December 31, 2021, CHF 3.7 million remains as short term provisions.10. DEPRECIATION, AMORTIZATION AND IMPAIRMENT IN MILLIONS OF CHF20212020Depreciation of property, plant and equipment (138.0) (166.2)Impairment of property, plant and equipment (63.0) (37.3)Subtotal property, plant and equipment (note 16) (201.0) (203.5)Depreciation of right-of-use assets (837.4) (1,178.1)Impairment of right-of-use assets 44.1 (443.1)Subtotal right-of-use assets (note 17) (793.3) (1,621.2)Amortization of intangible assets (234.6) (304.4)Impairment of intangible assets and goodwill (261.6) (712.8)Subtotal intangible assets and goodwill (note 18) (496.2) (1,017.2)Total (1,490.5) (2,841.9)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 156Aggregated information of impairments per division (segment)2021 12020 1IN MILLIONS OF CHFProperty, plant and equipmentRight-of-use assetsIntangible assets and goodwill 2Property, plant and equipmentRight-of-use assets Intangible assets and goodwill 3Europe, Middle East and Africa (EMEA) (5.5) 127.5 (0.7) (31.1) (417.4) (269.6)Asia Pacific (6.5) (0.8)– (0.4) (8.5)–The Americas (51.0) (82.6) (260.9) (5.7) (17.2) (436.3)Global Distribution Centers ––– (0.1)– (6.9)Total (63.0) 44.1 (261.6) (37.3) (443.1) (712.8)1 Refer to note 5 for changes in the segment information.2 Includes impairment of goodwill of CHF 21.6 million for division The Americas.3 Includes impairment of goodwill of CHF 131.1 million for division The Americas.Nearly all operations worldwide have been affected in different degrees by the measures taken during the last two years to curb the pandemic, like the reduction of international traffic or requesting passengers a quarantine period deteriorating severally the turnover, as well as increasing the volatility of the projections. As a consequence, the Company recognized in 2021 impairments of depreciable or amortizable assets.During the financial year 2021, Dufry reversed impairments in right-of-use assets of CHF 166.3 million due to changes in future concession fee pattern.There have been no reversals of impairments during 2020.For further details, please refer to note 19 – Impairment test of tangible and intan-gible assets.11. OTHER EXPENSES IN MILLIONS OF CHF20212020Repairs, maintenance and utilities (60.5) (56.9)Credit card expenses (57.3) (38.3)Professional advisor expenses (46.6) (51.6)IT expenses (47.3) (47.9)Freight & packaging material (22.1) (18.0)Acquisition related transaction costs 1 (1.3) (12.6)Consulting expenses for projects (7.0) (1.1)Other operational expenses (35.8) (30.9)Advertising expenses (13.2) (10.2)Office and admin expenses (19.5) (20.8)Travel, car, entertainment and representation (7.8) (11.0)Franchise fees and commercial services (14.5) (7.1)Public relations expenses (6.0) (11.3)Taxes, other than income tax expense (21.0) (17.6)Ancillary premises expenses (6.5) (8.4)Insurances (10.9) (14.0)Bank expenses (4.3) (3.9)Total (381.6) (361.6)1 Transaction costs in 2020 include costs in relation to aborted business combination transactions mainly in the USA.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 15712. OTHER INCOME IN MILLIONS OF CHF20212020Sales tax recovery– 6.6 Selling income 16.4 9.6 Other operating income 1 37.5 17.2 Total 53.9 33.4 1 In 2021, other operating income includes government support of CHF 17.8 (2020: 0.0) million.13. FINANCE INCOME AND FINANCE EXPENSESFINANCE INCOME IN MILLIONS OF CHF20212020INCOME ON FINANCIAL ASSETSInterest income on current deposits 11.0 22.5 Interest income on 3 rd party loans 4.6 –Other finance income 5.8 13.0 Interest income on financial assets 21.4 35.5 INCOME ON NON-FINANCIAL ASSETSInterest income– 0.1 INCOME FROM FINANCIAL INVESTMENTS AND ASSOCIATESShare of result in associates 3.0 (25.4)Gain on disposal of financial investments 1.5 4.7 Income from financial investments and associates 4.5 (20.7)Total finance income 25.9 14.9 FINANCE EXPENSESEXPENSES ON FINANCIAL LIABILITIESInterest expense (250.2) (325.5)of which lease interest 1 (109.8) (178.7)of which bank interest (113.0) (134.0)of which bank commitment fees (12.8) (1.4)of which bank guarantees commission expense (5.0) (4.0)of which related to other financial liabilities (9.6) (7.4)Amortization / write off of arrangement fees (18.6) (13.1)Impairment on other financial assets (45.0) (23.8)Other finance costs 2 (49.1) (16.9)Interest expense on financial liabilities (362.9) (379.3)EXPENSES ON NON-FINANCIAL LIABILITIESInterest expense (2.0) (6.1)Interest and other finance expenses (2.0) (6.1)Total finance expenses (364.9) (385.4)1 In 2021, contains gain in relation to modifications of lease contracts of CHF 33.6 million.2 In 2021, contains incentives for early conversion of bonds of CHF 28.8 million.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 15814. INCOME TAXESINCOME TAX RECOGNIZED IN THE CONSOLIDATED STATEMENT OF PROFIT OR LOSSIN MILLIONS OF CHF20212020Current Income tax income / (expense) (48.1) 35.1 of which corresponding to the current period (44.5) 9.9 of which adjustments recognized in relation to prior years (3.6) 25.2 Deferred Income tax income / (expense) 90.7 95.6 of which related to the origination or reversal of temporary differences 95.6 136.9 of which adjustments recognized in relation to prior years 32.5 (30.9)of which relates to foreign exchange movements 1 (7.3) (11.5)of which adjustments due to change in tax rates (30.1) 1.1 Total 42.6 130.7 1 In countries where Dufry pays taxes in another currency than the functional currency, deferred tax assets and liabilities are impacted by foreign exchange fluctuations. These changes are presented as income tax.In 2021, Dufry realized CHF 48.1 million current tax expense. This results from a combination of current tax expenses of CHF 59.4 million, income from tax losses carried back of CHF 6.9 million in certain jurisdictions as well as a CHF 4.4 million refund claims filed during 2021. Deferred tax income decreased for the period mostly as a consequence of a tax rate change in the UK, which negatively impacted our deferred tax balance by CHF 33.9 million and Hudson utilizing tax loss carry forwards losses in 2021 rather than carrying forward losses as they did in the first nine months of 2020.IN MILLIONS OF CHF20212020Consolidated profit / (loss) before taxes (407.8) (2,871.2)Expected tax rate in %22.2 % 20.8 % Income tax at the expected rate 90.4 598.1 EFFECT OFIncome not subject to income tax (0.3) 0.1 Different tax rates for subsidiaries in other jurisdictions 0.7 1.6 Effect of changes in tax rates on previously recognized deferred tax assets and liabilities (30.1) 1.2 Non-deductible expenses (4.3) (15.9)Change of unrecognized tax loss carry forwards (110.2) (268.1)Net change of recognition of temporary differences and tax credits 92.7 (152.5)Non recoverable withholding taxes (1.8) (3.8)Income taxes in non-controlling interest holders (1.4) 4.6 Adjustments recognized in relation to prior year 28.9 (5.7)Foreign exchange movements on deferred tax balances 1 (7.3) (11.5)Other items (14.7) (17.4)Total 42.6 130.7 1 In countries where Dufry pays taxes in a currency other than the functional currency, deferred tax assets and liabilities are impacted by foreign exchange fluctuations between the functional and local currencies. These changes are included in the group’s tax expense line.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 159The expected tax rate in % approximates the average income tax rate of the countries where the Group is active, weighted by the profit before taxes of the respective operations adjusted for impairments. For 2021, there were no major changes in tax rates noted for countries in which Dufry is operating.DEFERRED INCOME TAX RECOGNIZED IN OTHER COMPREHENSIVE INCOME OR IN EQUITYIN MILLIONS OF CHF20212020RECOGNIZED IN OTHER COMPREHENSIVE INCOMEActuarial gains / (losses) on defined benefit plans (11.6) 0.6 Total (11.6) 0.6 RECOGNIZED IN EQUITYTax effect on share-based payments 1– (0.3)Total– (0.3)1 Includes CHF 0.0 (2020: – 0.1) million as equity attributable to non-controlling interests.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 16015. COMPONENTS OF OTHER COMPREHENSIVE INCOMEATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT2021 IN MILLIONS OF CHFEmployee benefit reserveHedging & revaluation reservesTranslation reservesRetained earningsTOTALNON-CON-TROLLING INTERESTSTOTAL EQUITYRemeasurement of post-employment benefits plans 77.9 ––– 77.9 – 77.9 Income tax effect (11.6)––– (11.6)– (11.6)Subtotal 66.3 ––– 66.3 – 66.3 Exchange differences on translating foreign operations–– 81.7 – 81.7 (0.4) 81.3 Subtotal–– 81.7 – 81.7 (0.4) 81.3 Net gain / (loss) on hedge of net investment in foreign operations (note 28.1)–– (7.9)– (7.9)– (7.9)Income tax effect–––––––Subtotal–– (7.9)– (7.9)– (7.9)Share of other comprehensive income of associates–– 0.2 – 0.2 – 0.2 Subtotal–– 0.2 – 0.2 – 0.2 Other comprehensive income 66.3 – 74.0 – 140.3 (0.4) 139.9 ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT2020 IN MILLIONS OF CHFEmployee benefit reserveHedging & revaluation reservesTranslation reservesRetained earningsTOTALNON-CON-TROLLING INTERESTSTOTAL EQUITYRemeasurement of post-employment benefits plans 1.0 ––– 1.0 – 1.0 Income tax effect 0.6 ––– 0.6 – 0.6 Subtotal 1.6 ––– 1.6 – 1.6 Exchange differences on translating foreign operations–– (219.4)– (219.4) (17.7) (237.1)Subtotal–– (219.4)– (219.4) (17.7) (237.1)Net gain / (loss) on hedge of net investment in foreign operations (note 28.1)–– 24.2 – 24.2 – 24.2 Subtotal–– 24.2 – 24.2 – 24.2 Share of other comprehensive income of associates–– 0.2 – 0.2 – 0.2 Subtotal–– 0.2 – 0.2 – 0.2 Other comprehensive income 1.6 – (195.0)– (193.4) (17.7) (211.1)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 16116. PROPERTY, PLANT AND EQUIPMENT 2021 IN MILLIONS OF CHFLEASEHOLD IMPROVE-MENTSBUILDINGS FURNITURE FIXTURESCOMPUTER HARDWAREVEHICLESWORK IN PROGRESSTOTALAT COSTBalance at January 1 618.4 15.3 472.4 49.2 6.4 53.9 1,215.6 Decrease in scope of consolidation–– (1.8)––– (1.8)Additions 15.6 – 16.4 2.0 0.2 38.5 72.7 Disposals (53.1)– (22.5) (4.4) (0.5) (1.3) (81.8)Reclassification within classes (11.5)– 50.9 2.1 0.3 (41.8)–Reclassification from intangible assets––– 0.1 –– 0.1 Currency translation adjustments 11.4 (0.1) 15.5 4.3 0.3 0.7 32.1 Balance at December 31 580.8 15.2 530.9 53.3 6.7 50.0 1,236.9 ACCUMULATED DEPRECIATIONBalance at January 1 (342.8) (7.5) (309.6) (24.3) (4.4)– (688.6)Decrease in scope of consolidation–– 1.8 ––– 1.8 Additions (note 10) (68.6) (0.7) (56.7) (11.1) (0.9)– (138.0)Disposals 45.9 – 21.6 4.1 0.5 – 72.1 Reclassification within classes 28.5 (0.4) (27.2) (0.8) (0.1)––Currency translation adjustments (12.7) 0.1 (9.3) (3.7) (0.2)– (25.8)Balance at December 31 (349.7) (8.5) (379.4) (35.8) (5.1)– (778.5)IMPAIRMENTBalance at January 1 (33.1) (0.2) (29.0) (1.2)– (10.2) (73.7)Net impairment (note 10) (62.0) (3.7) (4.4) (0.8) (0.1) 8.0 (63.0)Disposals 6.6 – 0.1 0.2 –– 6.9 Reclassification within classes 2.0 – (1.8)–– (0.2)–Currency translation adjustments 0.3 – 0.2 ––– 0.5 Balance at December 31 (86.2) (3.9) (34.9) (1.8) (0.1) (2.4) (129.3)CARRYING AMOUNTAt December 31, 2021 144.9 2.8 116.6 15.7 1.5 47.6 329.1 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 1622020 IN MILLIONS OF CHFLEASEHOLD IMPROVE-MENTSBUILDINGS FURNITURE FIXTURESCOMPUTER HARDWAREVEHICLESWORK IN PROGRESSTOTALAT COSTBalance at January 1 633.9 52.9 491.3 55.6 8.1 55.8 1,297.6 Decrease in scope of consolidation (0.2)– (0.2) (0.1) (0.2)– (0.7)Additions 17.4 0.7 11.9 3.9 – 51.1 85.0 Disposals (26.7) (1.0) (18.0) (3.4) (0.8) (6.6) (56.5)Reclassification within classes 46.5 (36.5) 26.8 2.1 – (38.9)–Reclassification to right-of-use (1.0)––––– (1.0)Reclassification to intangible assets––––– (3.7) (3.7)Currency translation adjustments (51.5) (0.8) (39.4) (8.9) (0.7) (3.8) (105.1)Balance at December 31 618.4 15.3 472.4 49.2 6.4 53.9 1,215.6 ACCUMULATED DEPRECIATIONBalance at January 1 (301.6) (21.8) (282.5) (20.9) (4.9)– (631.7)Decrease in scope of consolidation 0.2 – 0.2 0.1 0.1 – 0.6 Additions (note 10) (83.9) (0.9) (67.1) (13.3) (1.0)– (166.2)Disposals 21.1 1.0 14.1 3.1 0.8 – 40.1 Reclassification within classes (10.6) 13.7 (3.1)––––Currency translation adjustments 32.0 0.5 28.8 6.7 0.6 – 68.6 Balance at December 31 (342.8) (7.5) (309.6) (24.3) (4.4)– (688.6)IMPAIRMENTBalance at January 1 (27.5) (0.2) (10.3) (0.8)–– (38.8)Impairment (note 10) (5.8)– (20.9) (0.5)– (10.1) (37.3)Reclassification within classes (1.5)– 1.5 ––––Currency translation adjustments 1.7 – 0.7 0.1 – (0.1) 2.4 Balance at December 31 (33.1) (0.2) (29.0) (1.2)– (10.2) (73.7)CARRYING AMOUNTAt December 31, 2020 242.5 7.6 133.8 23.7 2.0 43.7 453.3 Cash flow used for purchase of property, plant and equipmentIN MILLIONS OF CHF20212020Payables for capital expenditure at the beginning of the period (10.7) (28.2)Additions of property, plant and equipment (72.7) (85.0)Payables for capital expenditure at the end of the period 9.3 10.7 Currency translation adjustments (0.2) 1.4 Total Cash Flow (74.3) (101.1)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 16317. RIGHT-OF-USE ASSETS 2021 IN MILLIONS OF CHFSHOPSOTHER BUILDINGS VEHICLESOTHERTOTALAT COSTBalance at January 1 6,871.1 234.9 6.2 2.1 7,114.3 Additions 136.5 8.9 1.2 – 46.6 Disposals 2 (129.9) (7.0) (0.1) (0.1) (137.1)Lease modifications 3 (892.8) 1.7 0.8 0.2 (890.1)Reclassification within classes– 0.1 – (0.1)–Currency translation adjustments (12.2) 1.4 0.1– (10.7)Balance at December 31 5,872.7 240.0 8.2 2.1 6,123.0 ACCUMULATED DEPRECIATIONBalance at January 1 (2,167.0) (61.7) (2.4) (1.1) (2,232.2)Additions (note 10) (803.3) (31.8) (1.9) (0.4) (837.4)Disposals 2 109.1 6.8 0.1 0.1 116.1 Lease modifications 3 306.1 1.6 –– 307.7 Currency translation adjustments 26.4 0.2 –– 26.6 Balance at December 31 (2,528.7) (84.9) (4.2) (1.4) (2,619.2)IMPAIRMENTBalance at January 1 (439.8) (3.6)–– (443.4)Impairment (118.6) (3.6)–– (122.2)Reversal of impairment 166.3 ––– 166.3 Disposals 2 0.1 ––– 0.1 Reclassification within classes (0.8) 0.8 –––Currency translation adjustments 16.3 (0.1)–– 16.2 Balance at December 31 (376.5) (6.5)–– (383.0)CARRYING AMOUNTAt December 31, 2021 2,967.5 148.6 4.0 0.7 3,120.8 1 New contracts.2 Ending of lease contracts.3 Relates to contractual lease term changes.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 1642020 IN MILLIONS OF CHFSHOPSOTHER BUILDINGS VEHICLESOTHERTOTALAT COSTBalance at January 1 5,251.9 212.6 4.6 1.4 5,470.5 Decrease in scope of consolidation (0.8)––– (0.8)Additions1,840.3 38.9 2.0 0.8 1,882.0 Disposals 1 (95.8) (4.7) (0.1)– (100.6)Reclassification within classes 2 (1.5)––– (1.5)Reclassification from property, plant & equipment 1.0 ––– 1.0 Reclassification from intangible assets 3 94.3 ––– 94.3 Currency translation adjustments (218.3) (11.9) (0.3) (0.1) (230.6)Balance at December 31 6,871.1 234.9 6.2 2.1 7,114.3 ACCUMULATED DEPRECIATIONBalance at January 1 (1,108.1) (32.5) (1.2) (0.6) (1,142.4)Decrease in scope of consolidation 0.2 ––– 0.2 Additions (note 10) (1,143.2) (32.9) (1.4) (0.6) (1,178.1)Disposals 1 53.9 1.5 0.1 – 55.5 Reclassification from intangible assets 3 (34.3)––– (34.3)Currency translation adjustments 64.5 2.2 0.1 0.1 66.9 Balance at December 31 (2,167.0) (61.7) (2.4) (1.1) (2,232.2)IMPAIRMENTBalance at January 1–––––Net impairment (note 10) (439.5) (3.6)–– (443.1)Currency translation adjustments (0.3)––– (0.3)Balance at December 31 (439.8) (3.6)–– (443.4)CARRYING AMOUNTAt December 31, 2020 4,264.3 169.6 3.8 1.0 4,438.7 1 Disposals mainly relate to contractual term changes which led to derecognition of right-of-use assets.2 CHF 1.5 million is reclassified to other non-current asset as part of a lease contract re-negotiation in division The Americas.3 Transfers from concession rights to right-of-use assets opening balances in division The Americas.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 16518. INTANGIBLE ASSETS AND GOODWILL CONCESSION RIGHTS2021 IN MILLIONS OF CHFAcquisition relatedPlainBRANDSOTHER 1TOTALGOODWILLAT COSTBalance at January 1 4,526.5 103.7 269.9 273.0 5,173.1 2,497.6 Decrease in scope of consolidation (18.1) (2.7)– (0.9) (21.7)–Additions––– 16.9 16.9 –Disposals– (17.6)– (47.4) (65.0)–Reclassification to property, plant and equipment––– (0.1) (0.1)–Currency translation adjustments 21.3 2.1 (3.8) 3.5 23.1 15.2 Balance at December 31 4,529.7 85.5 266.1 245.0 5,126.3 2,512.8 ACCUMULATED AMORTIZATIONBalance at January 1 (2,068.7) (56.8) (3.3) (189.7) (2,318.5)–Decrease in scope of consolidation 9.0 1.2 – 0.6 10.8 –Additions (note 10) (195.5) (7.3)– (31.8) (234.6)–Disposals– 13.3 – 40.9 54.2 –Reclassification within classes 0.1 –– (0.1)––Currency translation adjustments (17.3) (1.5)– (2.4) (21.2)–Balance at December 31 (2,272.4) (51.1) (3.3) (182.5) (2,509.3)–IMPAIRMENTBalance at January 1 (638.8) (11.2) (5.5) (2.2) (657.7) (128.3)Decrease in scope of consolidation 9.1 1.5 – 0.3 10.9 –Net impairment (note 10) (224.0) (13.0)– (3.0) (240.0) (21.6)Disposals – 3.8 – 1.0 4.8 –Reclassification within classes 1.2 (1.2)––––Currency translation adjustments 2.6 (0.1) (0.1) (0.1) 2.3 (2.9)Balance at December 31 (849.9) (20.2) (5.6) (4.0) (879.7) (152.8)CARRYING AMOUNTAt December 31, 2021 1,407.4 14.2 257.2 58.5 1,737.3 2,360.0 1 Other mainly contains IT software.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 166CONCESSION RIGHTS2020 IN MILLIONS OF CHFAcquisition relatedPlainBRANDSOTHERTOTALGOODWILLAT COSTBalance at January 1 4,764.5 211.2 270.7 324.0 5,570.4 2,612.9 Business combinations––––– 2.7 Additions– 0.3 – 17.3 17.6 –Disposals– (0.7)– (59.9) (60.6)–Reclassification within classes (0.3)–– 0.3 ––Reclassification from property, plant & equipment––– 3.7 3.7 –Reclassification to right-of-use 1– (94.3)–– (94.3)–Currency translation adjustments (237.7) (12.8) (0.8) (12.4) (263.7) (118.0)Balance at December 31 4,526.5 103.7 269.9 273.0 5,173.1 2,497.6 ACCUMULATED DEPRECIATIONBalance at January 1 (1,930.4) (85.3) (3.3) (206.2) (2,225.2)–Additions (note 10) (251.1) (14.9)– (38.4) (304.4)–Disposals– 0.8 – 45.6 46.4 –Reclassification to right-of-use 1– 34.3 –– 34.3 –Currency translation adjustments 112.8 8.3 – 9.3 130.4 –Balance at December 31 (2,068.7) (56.8) (3.3) (189.7) (2,318.5)–IMPAIRMENTBalance at January 1 (100.7)–– (8.4) (109.1) (1.6)Net impairment (note 10) (556.8) (8.0) (5.5) (11.4) (581.7) (131.1)Disposals ––– 13.5 13.5 –Reclassification within classes– (3.9)– 3.9 ––Currency translation adjustments 18.7 0.7 – 0.2 19.6 4.4 Balance at December 31 (638.8) (11.2) (5.5) (2.2) (657.7) (128.3)CARRYING AMOUNTAt December 31, 2020 1,819.0 35.7 261.1 81.1 2,196.9 2,369.3 1 Transfers from concession rights to right-of-use assets opening balances in division The Americas.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 16719. IMPAIRMENT TESTS OF TANGIBLE AND INTANGIBLE ASSETSGoodwill and Brand names are subject to impairment testing on an annual basis or when indicators of impairment exist. Other tangible and intangible assets, includ-ing concession rights are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable.19.1 KEY ASSUMPTIONS USED FOR VALUE-IN-USE CALCULATIONSThe calculations of value-in-use are most sensitive to the following assumptions:Sales growthRecovery of sales and the respective growth rates depend among different factors, on the further development of the COVID pandemic and release of quarantine / traffic restrictions. Management based its assumptions on information available at the time of the preparation of the financial statements and assumes that sales will recover in 2022 and 2023 in line with the international air traffic growth. Our sales growth assumes that most locations will reach 2019 sales levels by 2023 or 2024. For the periods after 5 years, Dufry has used growth rates between 2.5 % – 2.7 % (2020: 0.8 % – 1.5 %) to extrapolate the cash flow projections. In its projections, Dufry assumes that the climate change & environmental risk has no material impact on future sales levels and the overall recovery of the business.Gross marginsThe expected gross margins have been estimated based on actual product assort-ments. These margins are maintained constant over the planning period, except where specific actions are planned to increase these margins or the competitiveness. The development of our purchase prices are estimated based on negotiations held with suppliers.Discount ratesThe cash flows are discounted using a weighted average cost of capital rate composed among other factors of: a) risk free interest rates (derived from actual 10-year governmental bonds rates): CHF 0.0 %*, EUR 0.00 %*, USD 1.62 % (2020: CHF – 0.34 %, EUR 0.05 %, USD 1.88 %), a credit spread of 2.64 % (2020: 0.27 %) and re-levered beta of 1.30 (2020: 1.01). Certain WACC components, like country pre-mium or default country risk, have been weighted for each segment using 2019 values, as management considered these more representative for long-term pro-jections. The equity-risk premium used in 2021 is 6 % (2020: 5 %).*Negative risk free rates have been capped at 0 %.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 16819.2 IMPAIRMENT TEST OF GOODWILLGoodwill is recognized from the acquisition of businesses by the Group and have been assigned for the purpose of impairment testing to the groups of cash gener-ating units (GCGU). These groups reflect the reportable segments expected to benefit from the synergies related to acquisitions.IN MILLIONS OF CHF31.12.202131.12.2020Europe, Middle East and Africa (EMEA) 1,530.3 1,544.3 Asia Pacific 33.7 32.7 The Americas 754.2 750.3 Global Distribution Centers 41.8 42.0 Total carrying amount of goodwill 2,360.0 2,369.3 The recoverable amount of each group of cash generating units (GCGU) is deter-mined based on value-in-use calculations, which require the use of assumptions (see specific assumptions in next table) and future cash flows. These cash flows reflect projections of financial forecasts approved by the management covering a five-year period and a residual value for the years beyond the five-year period. This residual value is an extrapolation of the 5th year cash flow using a constant termi-nal growth rate that does not exceed the long-term average growth rate for the respective market. This growth rate is consistent with the growth forecasts dis-closed by the travel retail industry. The cash flows used include operational results generated by our Global Distribution Centers in relation to the respective GCGU.Specific assumptions used for the valuation of goodwill:POST TAX DISCOUNT RATESPRE TAX DISCOUNT RATESCAGR 1 FOR NET SALESGROUP OF CASH GENERATING UNITS IN PERCENTAGE (%)202120202021202020212020 2Europe, Middle East and Africa (EMEA) 6.45 6.90 8.40 7.86 24.27 31.30 Asia Pacific 7.62 7.62 9.80 9.05 47.24 30.80 The Americas 7.62 6.67-9.40 10.30 9.14-11.38 20.32 23.00 1 Compound Annual Growth Rate.2 The forecasted high growth rates are due to the low base in 2020 due to the COVID-19 pandemic.Sensitivity analysis to changes in assumptionsAt closing, the estimated recoverable amount of goodwill of each Group’s segments exceeded their carrying amounts. However, if the key assumptions used in the impairment tests would deteriorate to a possible reasonable value, as indicated in the following table, this change would, in isolation, lead to an additional impairment loss for the year of:INTEREST INCREASESALES DROPMARGIN DROPGROUP OF CASH GENERATING UNITS IN PERCENTAGE (%)2021202020212020202120201 %1 %– 10 %– 1 %– 1 %– 1 %Europe, Middle East and Africa (EMEA)––––––Asia Pacific–––– 33.6 –The Americas– 77.9 – 10.9 – 106.6 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 16919.3 IMPAIRMENT TEST OF BRAND NAMESDufry’s retail operations apply several retail concepts which use different brand names. The table below indicates the key components used for determining the value-in-use arising during business acquisitions in the past and have been kept at historical values.At closing the estimated recoverable amount of all brand names of the Group exceed their carrying amounts. Management believes that no possible reasonable change in any of the key assumptions would lead to a situation where the recoverable amounts fall below the respective carrying amount.Key assumptions used for the valuation of brand names:POST TAX DISCOUNT RATESGROWTH RATES FOR NET SALESBRAND NAMES IN PERCENTAGE (%)2021202020212020Dufry 6.49 6.50 23.57 18.50 Hudson News 7.48 6.47 19.02 29.10 Nuance 6.12 5.59 15.53 29.70 World Duty Free 6.39 5.61 25.11 29.55 19.4 IMPAIRMENT TEST OF TANGIBLE AND OTHER INTANGIBLE ASSETSDufry’s management considered the consequences of the negative effects of the pandemic on Dufry’s business as a trigger to test its depreciable or amortizable assets for impairment. The selection of CGUs for the test has been made based on historical impairments, profitability and materiality of assets. The methodology and assumptions used for these impairment tests is similar to those described for goodwill, except for:a) The test were done on CGU level, b) The period of cash flows is limited to the contractual lease term, ignoring re-newal probabilities, c) The effective tax rate was used as WACC component, d) For test purposes the carrying amount of the assets was net of linked liabili-ties, in particular lease obligations, e) No reliefs of minimal lease payments have been assumed unless contractually agreed by the time of approving these financial statementsf) The cash flows are reduced for a share of expenses related to corporate assetsThe table of note 10 discloses the aggregated impairment expense by segment incurred in 2021, whereas note 16, note 17 and note 18 show the cumulated impair-ment on property, plant and equipment, right-of-use assets and intangible assets by type of asset.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 17020. INVESTMENTS IN ASSOCIATESThese investments are accounted for using the equity method.Summarized statement of comprehensive incomeIN MILLIONS OF CHF20212020Net profit / (loss) 3.0 (25.4)OTHER COMPREHENSIVE INCOMEItems to be reclassified to net income in subsequent periods 0.2 0.2 Total comprehensive income 3.2 (25.2)21. OTHER NON-CURRENT ASSETS IN MILLIONS OF CHF31.12.202131.12.2020Guarantee deposits 102.4 104.1 Loans 26.0 27.0 Lease receivables 6.6 4.1 Prepayment for leases 42.7 47.3 Tax receivable 47.5 80.3 Other 0.5 0.5 Subtotal 225.7 263.3 Allowances (10.4) (6.1)Total 215.3 257.2 MOVEMENT IN ALLOWANCESIN MILLIONS OF CHF20212020Balance at January 1 (6.1) (5.3)Creation (4.2) (1.4)Currency translation adjustments(0.1) 0.6 Balance at December 31 (10.4) (6.1)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 17122. INVENTORIES IN MILLIONS OF CHF31.12.202131.12.2020Inventories at cost 786.2 771.3 Inventory allowance (94.0) (111.7)Total 692.2 659.6 Cost of sales includes inventories written down to net realizable value and inventory losses of CHF 42.2 (2020: 98.8) million.23. TRADE AND CREDIT CARD RECEIVABLES IN MILLIONS OF CHF31.12.202131.12.2020Trade receivables 1 70.9 15.4 Credit card receivables 21.5 9.6 Gross 92.4 25.0 Allowances (7.1) (7.9)Net 85.3 17.1 1 Includes trade receivables against associates of CHF 13.7 (2020: 3.9) million. AGING ANALYSIS OF TRADE RECEIVABLESIN MILLIONS OF CHF31.12.202131.12.2020Not due 15.4 5.0 OVERDUEUp to 30 days 34.1 1.0 31 to 60 days 9.4 0.4 61 to 90 days 0.6 0.4 More than 90 days 4.3 0.7 Total overdue 48.4 2.5 Trade receivables, net 63.8 7.5 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 17224. OTHER ACCOUNTS RECEIVABLE IN MILLIONS OF CHF31.12.202131.12.2020Advertising receivables 123.1 92.6 Services provided to suppliers 2.0 9.9 Loans receivable 2.0 3.0 Receivables from subtenants and business partners 1.7 2.0 Personnel receivables 1.0 3.1 Accounts receivables 129.8 110.6 Prepayments of lease expenses and rents 33.7 41.9 Prepayments of sales and other taxes 99.6 113.1 Prepayments to suppliers 6.7 9.7 Prepayments, other 10.1 9.0 Prepayments 150.1 173.7 Receivables from subleases 3.2 2.2 Guarantee deposits 82.6 7.8 Derivative financial assets 9.0 11.5 Accrued income– 0.1 Other 21.8 40.5 Other receivables 116.6 62.1 Total 396.5 346.4 Allowances (24.7) (31.4)Total 371.8 315.0 MOVEMENT IN ALLOWANCESIN MILLIONS OF CHF20212020Balance at January 1 (31.4) (17.6)Decrease in scope of consolidation 3.0 –Creation 1 (0.1) (17.0)Released 4.0 0.7 Utilized 0.2 0.3 Reclassification (0.2) 0.9 Currency translation adjustments (0.2) 1.3 Balance at December 31 (24.7) (31.4)1 In 2020, the increase in the allowance is triggered by the current COVID-19 crises as many of our suppliers and business partners are impacted and therefore the recoverability of our receivables.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 17325. EQUITY25.1 FULLY PAID ORDINARY SHARESIN MILLIONS OF CHFNUMBER OF SHARESSHARE CAPITALSHARE PREMIUMBalance at January 1, 2020 50,567,166 252.83,475.5Share capital increases from authorized capital 29,696,516 148.5 809.4 Share issuance costs–– (35.0)Balance at December 31, 2020 80,263,682 401.34,249.9Conversion of the CHF 350 million bond 10,533,325 52.7 295.0 Share issuance costs–– (2.7)Balance at December 31, 2021 90,797,007 454.04,542.2In April 2021, 99.3 % of CHF 350 million (CHF 347.6 million) convertible bonds issued in 2020 and due in 2023 were converted into shares.On April 20, 2020, Dufry has issued and placed 5,000,000 new shares out of the authorized capital at CHF 27.50 per share and the gross proceeds from the place-ment were CHF 137.5 million.On October 6, 2020, the Extraordinary General Meeting of Dufry approved the issuance and offering of an ordinary share capital increase of up to 24,696,516 shares with a nominal value of CHF 5.00 each.On October 20, 2020, the offering period closed and finally 24,696,516 new shares have been placed resulting in an increase of the share capital of CHF 123.5 million and a gross proceeds of CHF 820.4 million.25.2 MANDATORY CONVERTIBLE NOTESNUMBER OF NOTESIN THOUSANDS OF CHFIssue of mandatory convertible notes 695 69,500 Mandatory covertible notes issuance costs (1,100)Balance at December 31, 2020 695 68,400 Interest component reclassified– (8,100)Balance at December 31, 2021 695 60,300 On November 18, 2020 Dufry, via its subsidiary Dufry One B. V., placed CHF 69.5 million in bonds due 2023, which are mandatory convertible into shares of the Company. The convertible bonds have been issued at par with a denomination of CHF 100,000 per note and carry a coupon of 4.1 %, payable semi-annually in arrears. At maturity on November 18, 2023 the bonds will convert to shares at a price of CHF 33.22 per share. Such shares will be sourced from conditional capital or from existing shares.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 17425.3 TRANSLATION RESERVESIN MILLIONS OF CHFATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENTNON-CONTROLLING INTERESTSTOTAL Balance at January 1, 2020 (329.9)Exchange differences arising on translating the foreign operations (219.4) (17.7) (237.1)Net gain / (loss) on hedge of net investments in foreign operations 1 24.2 – 24.2 Share of other comprehensive income of associates 0.2 – 0.2 Balance at December 31, 2020 (524.9)Exchange differences arising on translating the foreign operations 81.7 (0.4) 81.3 Net gain / (loss) on hedge of net investments in foreign operations (7.9)– (7.9)Share of other comprehensive income of associates 0.2 – 0.2 Balance at December 31, 2021 (450.9)1 Foreign exchange gains and losses on financing instruments that are designated as hedging instruments for net investments in foreign operations are included in the translation reserves. 25.4 RETAINED EARNINGSIN MILLIONS OF CHFATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENTNON-CONTROLLING INTERESTSTOTAL EQUITYBalance at January 1, 2020 (628.1)Net profit / (loss) (2,513.7) (226.8) (2,740.5)Loss on disposal of treasury shares (55.1)– (55.1)Share-based payments (27.3) (1.7) (29.0)Put option held by non-controlling interests 8.0 24.3 32.3 Income tax on equity transactions (0.2) (0.1) (0.3)Dividends to non-controlling interests– (33.5) (33.5)Equity component of convertible bond 28.9 – 28.9 Other changes in participation of non-controlling interests* (135.7) (128.5) (264.2)Balance at December 31, 2020 (3,323.2)Net profit / (loss) (385.4) 20.2 (365.2)Conversion of the 350 million CHF bond (26.7)–Share-based payments 2.0 – 2.0 Put option held by non-controlling interests (3.2) 0.5 (2.7)Income tax on equity transactions–––Dividends to non-controlling interests– (23.0) (23.0)Equity component of convertible bond 54.1 – 54.1 Other changes in participation of non-controlling interests (0.7) 1.9 1.2 Balance at December 31, 2021 (3,683.1)* Mainly relates to the acquisition of the non-controlling interests of Hudson Ltd CHF (148.9) million – see note 26.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 17526. SHARE-BASED PAYMENT PLANS26.1 SHARE PLAN OF DUFRY AGOn November 30, 2021, Dufry granted to selected members of the management the award 2021 consisting of 394,807 performance share units (PSU). The PSU award 2021 has a contractual life of 30 months and will vest on June 3, 2024. At grant date the fair value of one PSU award 2021 represented the market value for one Dufry share at that date, i. e. CHF 41.54. As part of this plan, 44,753 PSU will be settled in cash.As of December 31, 2021, none of the PSU award 2021 forfeited and 394,807 PSU remain outstanding.During 2020, Dufry did not grant any awards.On December 12, 2019, Dufry granted to selected members of the senior manage-ment the award 2019 consisting of 81,334 performance share units (PSU). The PSU award 2019 has a contractual life of 29 months and will vest on May 2, 2022. At grant date the fair value of one PSU award 2019 represented the market value for one Dufry share at that date, i. e. CHF 97.36. The vesting performance criteria of the PSU granted in the year 2019 have not been reached, and therefore no shares will be allocated in May 2022. For the PSU plan 2018, no shares were allocated in May 2021, as the vesting performance criteria have not been reached.Holders of one PSU award 2021 will have the right to receive free of charge up to two Dufry shares depending on two performance targets reached by Dufry during the grant year of award and the following two years compared with the target. The performance targets of the 2021 PSU grant are the cumulative adjusted EPS, with a 50 % weighting, and the cumulative Equity Free Cash Flow (EFCF) with a 50 % weighting. On the vesting date, after the three-year vesting period, the PSU vest and are converted into shares based on the achievement of the performance targets. Each PSU may provide between zero share (less than 50 % targets achieve-ment) and 2 shares (150 % or more targets achievement). The target (100 % vesting) in relation to the cumulative adjusted EPS measured corresponds to an improve-ment by CHF 26.50 compared to the adjusted EPS for fiscal year 2020, respectively an improvement by CHF 993 million compared to the EFCF for fiscal year 2020. Holders of PSU are not entitled to vote or receive dividends like shareholders do.26.2 TREASURY SHARESTreasury shares are valued at historical cost.NUMBER OF SHARESIN MILLIONS OF CHFBalance at January 1, 2020 630,081 (92.5)Disposal of shares (500,000) 68.8 Assigned to holders of PSU-Awards (118,800) 22.4 Balance at December 31, 2020 11,281 (1.3)Balance at December 31, 2021 11,281 (1.3)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 17626.3 EARNINGS PER SHARE26.3.1 Earnings per share attributable to equity holders of the parentBasicBasic earnings per share are calculated by dividing the net profits / (loss) attribut-able to equity holders of the parent by the weighted average number of shares outstanding during the year.IN MILLIONS OF CHF / QUANTITY20212020Net profit / (loss) attributable to equity holders of the parent (385.4) (2,513.7)Weighted average number of ordinary shares outstanding 87,784,450 58,450,437 Basic earnings per share in CHF (4.39) (43.01)DilutedDiluted earnings per share are calculated by dividing the net profits / (loss) attrib-utable to equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.IN MILLIONS OF CHF / QUANTITY20212020Net profit / (loss) attributable to equity holders of the parent (385.4) (2,513.7)Weighted average number of ordinary shares outstanding 87,784,450 58,450,437 Diluted earnings per share in CHF (4.39) (43.01)26.3.2 Adjusted EPSDufry uses the adjusted EPS as an alternative performance indicator (non-IFRS figure). The table below shows how this indicator has been derived from:IN MILLIONS OF CHF / QUANTITYNOTE20212020Net profit / (loss) attributable to equity holders of the parent (385.4) (2,513.7)ADJUSTED FORAmortization of concession rights*18 195.5 251.1 Impairment of concession rights*18 224.0 556.8 Impairment of goodwill*18 21.6 131.1 Interest on lease obligation13 109.8 178.7 Deferred income tax on above lines (128.0) (172.6)Non-controlling intersts on above lines (14.1) (89.8)Adjusted net profit 23.4 (1,658.4)Weighted average number of ordinary shares outstanding 87,784,450 58,450,437 Adjusted EPS0.27 (28.37)* related to acquisitions.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 17726.3.3 Weighted average number of ordinary sharesIN SHARES20212020Outstanding shares 87,795,731 58,664,860 Less treasury shares (11,281) (214,423)Used for calculation of basic and diluted earnings per share 87,784,450 58,450,437 For movements in shares see note 25 – Equity.27. BREAKDOWN OF TRANSACTIONS WITH NON-CONTROLLING INTERESTS HOLDERSThe following transactions have been recognized in equity attributable to non- controlling interests holders:IN MILLIONS OF CHFNOTE20212020Hudson Ltd 42.6 % acquired27.1 – (126.5)Change in relation to put option (49 % of Dufry Staer Holding Ltd)1 0.5 24.3 Other non-controlling interests (disposed) / acquired 0.7 (5.3)Change in Dufry’s interest 1.2 (107.5)Brookstone acquisition – final purchase price allocation– 2.3 Business combinations (see note 6)– 2.3 NCI portion of increases in share capital of subsidiaries 1.2 3.5 Other– (2.5)Share capital changes 1.2 1.0 Total 2.4 (104.2)1 No cash flow effects.27.1 TRANSACTION WITH NON–CONTROLLING INTERESTS IN HUDSON LTDOn December 1, 2020, Dufry acquired the remaining 42.6 % (CHF 126.5 million) of the voting equity interest of Hudson Ltd for a total consideration of CHF 275.4 (USD 302.9) million. Dufry offered to the shareholders of Hudson Class A shares a price of USD 7.70 per share. After the completion of this transaction, the trading of the Hudson shares on the New York Stock Exchange has been suspended. The Company has financed this transaction with a capital increase.As the Group already controlled this entity before the partial acquisition, there is no change in the sales or operating profit of the Group. This transaction was accounted for as a transaction between equity holders for the Group.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 17827.2 RECONCILIATION OF CASH FLOWS 2020Cash flows used for the acquisition of non-controlling interestsIN MILLIONS OF CHF2020Total consideration paid in cash (275.4)Carrying value of the non-controlling interest in Hudson Ltd. 126.5 Difference recognized in retained earnings within equity (note 25.4) (148.9)27.3 INFORMATION ON COMPANIES WITH NON-CONTROLLING INTERESTSIn 2021, Dufry allocated CHF 20.2 (2020: – 226.8) million of net result to non- cont-rolling interests (NCI). Within the Dufry Group, the net earnings allocated to non-controlling interests is predominantly related to our US subsidiaries, totaling CHF 22.5 (2020: – 112.3) million. On December 1, 2020, Dufry acquired the remaining 42.6 % of Hudson. Hudson has many subsidiaries, most of them with non-controlling interests. Details about the name of these subsidiaries, location of primary operations, Hudson’s share in ownership and share capital of these subsidiaries, sorted by state of incorporation, have been disclosed in the list of most important subsidiaries at the end of these financial statements.Airport authorities in the United States frequently require companies to partner with local business partners based on Airport Concession Disadvantaged Business Enterprise (“ACDBE”) regulation. Dufry may partner with third parties to win new business opportunities and maintain existing ones. Consequently, Dufry’s business model contemplates the involvement of local partners. Net profits from these operating subsidiaries attributed to Dufry and to non-controlling interests holders reflect the applicable ownership structure. The net profits and dividend payments attributable to non-controlling interests exclude expenses incurred by Dufry at the acquisition of these businesses, which are not attributable to the local partners, such as acquisition related interest expenses, income taxes and amortization of intangible assets from acquisitions.There are no individual significant non-controlling interests in 2021 and 2020.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 17928. BORROWINGS IN MILLIONS OF CHF31.12.202131.12.2020Bank debt overdrafts 6.4 15.1 Bank debt loans 35.3 34.7 Third party loans 3.6 4.1 Borrowings, current 45.3 53.9 Bank debt loans 681.6 1,672.3 Senior Notes 3,083.2 1,975.5 Third party loans 6.9 2.8 Borrowings, non-current 3,771.7 3,650.6 Total 3,817.0 3,704.5 OF WHICH AREBank debt 723.3 1,722.1 Senior Notes 3,083.2 1,975.5 Third party loans 10.5 6.9 BANK DEBTIN MILLIONS OF CHF31.12.202131.12.2020BANK DEBTS ARE DENOMINATED INUS Dollar 501.7 1,017.9 British Pound––Swiss Franc– 527.6 Deferred arrangement fees (11.2) (14.3)Subtotal 490.5 1,531.2 BANK DEBTS AT SUBSIDIARIES INEuro* 124.7 124.3 Swiss Franc* 17.0 20.0 British Pound* 61.7 –Other currencies* 29.4 46.6 Total 723.3 1,722.1 * Includes Government backed COVID-19 loans of CHF 208.0 (2020: 205.8) million.GOVERNMENT BACKED COVID-19 LOANSSince the beginning of the COVID-19 pandemic in 2020 and as a consequence thereof economical restrictions, governments granted backed Covid-19 loans to certain Dufry subsidiaries, which are accounted for financial liability in accordance with IFRS 9. As of December 2021, the amount of loans granted was overall CHF 208.0 (2020: 205.8) million, whereas the loans were granted in different currencies. Loans granted in EUR were EUR 120.2 (2020: 115.0) million, in CHF 17.0 (2020: 20.0) million, in GBP 50.0 (2020: 0.0) million, in MAD 46.8 (2020: 0.0) million and in RUB 0.0 (2020: 23.6) million. The interest rates vary between 0.0 % and 3.5 % (2020: 0.0 % and 2.7 %).3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 180NOTESIN MILLIONS OF CHF31.12.202131.12.2020Senior Notes denominated in Euro 2,359.9 1,676.2 Senior Notes denominated in CHF 300.0 –Convertible Notes denominated in CHF 453.3 326.7 Deferred interest on modification of financing arrangements (11.4) (13.8)Deferred arrangement fees (18.6) (13.6)Total 3,083.2 1,975.5 DETAILED CREDIT FACILITIESDufry negotiates and manages its main credit facilities centrally.The bank credit agreements and the bank guarantee facilities contain covenants and conditions customary to this type of financing. In 2021 and 2020, Dufry complied with the financial covenants and conditions contained in the bank credit agreements (see note 2.2).In February 2022, we have entered into an amendment of certain borrowing instru-ments which waived compliance with certain financial covenants for another twelve months until and including June 30, 2023.Financial covenants included in our borrowing instruments require the Group to comply with:(i) a maximum ratio of total drawn debt to adjusted operating cash flow of 5:1 for the test periods ending September 30, 2023 and December 31, 2023 and a maximum ratio of 4.5:1 for the test periods ending March 31, 2024 and thereafter,(ii) a minimum ratio of adjusted operating cash flow to total interest expense (excluding lease interest) of 3:1 for the test periods ending September 30, 2023 and thereafter, and(iii) a minimum liquidity available of CHF 300 million on a monthly basis until and including June 30, 2023.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 181Bank credit facilitiesIN MILLIONS OFMATURITYCURRENCYCREDIT LIMIT IN FOREIGN CURRENCYDRAWN AMOUNT IN CHFCommitted term loan (multi-currency)03.11.2024 USD 550.0 501.7 Revolving credit facility (multi-currency)03.11.2024 EUR 1,300.0 –Uncommited current facilitiesn. a. EUR 50.0 –Uncommited current facilitiesn. a. CHF 50.0 – At December 31, 2021 501.7 IN MILLIONS OFMATURITYCURRENCYCREDIT LIMIT IN FOREIGN CURRENCYDRAWN AMOUNT IN CHFCommitted term loan (multi-currency)03.11.2022 USD 700.0 619.6 Committed term loan (multi-currency)03.11.2022 EUR 500.0 527.6 Revolving credit facility (multi-currency)03.11.2024 EUR 1,300.0 398.3 Committed 12+6+6 months term and revolving facility 29.05.2021 EUR 367.0 –Uncommited current facilitiesn. a. EUR 50.0 –Uncommited current facilitiesn. a. CHF 50.0 – At December 31, 2020 1,545.5 NotesAMOUNT IN CHFIN MILLIONS OFMATURITYCOUPON RATECURRENCYNOMINAL IN FOREIGN CURRENCY31.12.202131.12.2020Senior notes15.10.20242.50 % EUR 800.0 826.7 860.1 Senior notes15.02.20272.00 % EUR 750.0 765.0 795.2 Senior notes15.04.20283.38 % EUR 725.0 744.8 –Senior notes15.04.20263.63 % CHF 300.0 299.0 –Convertible notes 104.05.20231.00 % CHF 350.0 – 320.2 Convertible notes 230.03.20260.75 % CHF 500.0 447.7 – Total 3,083.2 1,975.5 1 Early conversion in April 2021 (see note 29).2 Equity component CHF 54.1 million.WEIGHTED AVERAGE INTEREST RATEBelow are the overall weighted average notional interest rates on the main curren-cies of bank credit facilities and notes:INTEREST RATE IN PERCENTAGE (%)20212020Average on USD 3.31 3.41 Average on CHF 2.09 1.94 Average on EUR 2.54 2.26 Average on GBP– 2.04 Weighted Average Total 2.57 2.44 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 18228.1 HEDGE OF NET INVESTMENTS IN FOREIGN OPERATIONSThe company has designated USD 292.9 million bank loans in relation to the invest-ments in Alliance Inc., Interbaires SA, Navinten SA, Blaicor SA, International Operation & Services SA, Duty Free Ecuador SA.IN MILLIONS OFCHFUSDBalance at January 1, 2020 283.4 292.9 Currency translation adjustments (24.2)–Balance at December 31, 2020 259.2 292.9 Currency translation adjustments 7.9 –Balance at December 31, 2021 267.1 292.9 Dufry had a hedge relationship with Dufry do Brasil and WDFG UK Holdings Limited in the past, which are no longer designated, but for which the originally hedged foreign operation is still part of the Group. The related hedge gain accumulated in the CTA amounted respectively to CHF 109.4 and CHF 75.5 million.There is no ineffectiveness for these hedges and the effect of hedging is presented in line item Net gain / (loss) on hedge of net investment in foreign operations in OCI.The company maintains the hedge ratio by verifying 100 % hedge ratio.28.2 EQUITY-LIKE LOANSDufry granted to below mentioned foreign subsidiaries long-term loans. These loans are considered as part of Dufry’s net investment in foreign operations, as settlement is neither planned nor likely to occur in the foreseeable future.AMOUNT IN FOREIGN CURRENCYEQUIVALENT AMOUNT IN CHFIN MILLIONS OFCURRENCY31.12.202131.12.202031.12.202131.12.2020Dufry International AG EUR 1,087.1 1,087.1 1,127.6 1,175.6 Nuance Group (Australia) Pty Ltd. AUD 190.1 196.6 125.9 133.9 Dufry Americas y Caribe Corp. USD 10.2 10.2 9.3 9.0 Nuance Group (Sverige) AB SEK 110.0 110.0 11.1 11.9 Dufry Duty Free (Nigeria) Ltd. USD 6.5 6.1 5.9 5.4 Total 1,279.8 1,335.8 Any translation difference arising on these loans are accounted for in equity in the line item Exchange difference on translating foreign operations.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 18329. BORROWINGS AND LEASE OBLIGATIONS, NETIN MILLIONS OF CHFCASH AND CASH EQUIVALENTSLEASE OBLIGATIONSFINANCIAL DERIVATIVES ASSET – BORROWINGSFINANCIAL DERIVATIVES LIABILITY – BORROWINGS BORROWINGSNET DEBTBalance at January 1, 2021 360.3 5,420.4 –– 3,704.5 8,764.6 Cash flows from operating, financing and investing activities 469.2 –––– (469.2)Repayment of 3 rd party loans payable–––– 8.1 8.1 Transaction costs for financial instruments–––– (27.2) (27.2)Proceeds from convertible bonds–––– 1,599.3 1,599.3 Proceeds from bank debt–––– 642.9 642.9 Repayment of bank debt–––– (1,689.0) (1,689.0)Lease payments– (478.4)––– (478.4)Cash flow 469.2 (478.4)–– 534.1 (413.5)Additions to lease obligations– 51.0 ––– 51.0 Interest on lease obligations– 104.5 ––– 104.5 Modification of lease obligations– (564.5)––– (564.5)Relief on lease obligations– (847.1)––– (847.1)Early termination of lease obligations– (22.0)––– (22.0)Equity component of convertible bonds–––– (54.1) (54.1)Conversion of CHF 350 million bond to Equity–––– (321.0) (321.0)Discounted interests –––– 9.7 9.7 Arrangement fees amortization–––– 26.7 26.7 Financial derivatives–– 7.4 63.5 – 56.1 Currency translation adjustments (36.0) (5.9)–– (180.0) (149.9)Unrealized exchange differences on the translation of net debt in foreign currencies– (21.6)–– 97.1 75.5 Other non-cash movements (36.0) (1,305.6) 7.4 63.5 (421.6) (1,635.1)Balance at December 31, 2021 793.5 3,636.4 7.4 63.5 3,817.0 6,716.0 On March 24, 2021 Dufry, via its subsidiary Dufry One B. V., successfully placed CHF 500 million of senior convertible bonds due in 2026, conditionally convertible into shares of the Company. The convertible bonds have been issued at par with a denomination of CHF 200,000 and carry a coupon of 0.75 %, payable semi- annually in arrears. At maturity on March 30, 2026 the bonds will be redeemed at par. During such time bondholders can opt to convert the bonds at a price of CHF 87.00 per share. Such shares will be sourced from conditional capital or from existing shares. On May 18, 2021, the General Assembly approved the respective increase of the conditional share capital by 6,913,025 shares (at nominal value of CHF 5.00 each, CHF 34,565,125).In April, 2021 Dufry, via its subsidiary Dufry One B. V., successfully concluded the voluntary incentivised conversion offer to holder of the CHF 350 million 1 % con-vertible bonds due 2023, launched on March 23, 2021. Given an acceptance rate of 99.3 % of the offer Dufry could early redeem the remaining bonds.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 184On April 15, 2021 Dufry, via its subsidiary Dufry One B. V., successfully priced two new senior Notes of EUR 725 million bearing a coupon of 3.375 % maturing in 2028 and CHF 300 million bearing a coupon of 3.625 % maturing in 2026. Proceeds from the offering were used to refinance existing bank debt and for general corporate purposes.IN MILLIONS OF CHFCASH AND CASH EQUIVALENTSLEASE OBLIGATIONSBORROWINGSNET DEBTBalance at January 1, 2020 553.5 4,404.7 3,655.4 7,506.6 Cash flows from operating, financing and investing activities (163.2)–– 163.2 Proceeds from 3 rd party loans payable–– (1.0) (1.0)Transaction costs for financial instruments–– (13.4) (13.4)Proceeds from issue of notes–– 350.0 350.0 Proceeds from bank debt–– 557.2 557.2 Repayment of bank debt–– (756.5) (756.5)Lease payments– (405.7)– (405.7)Cash flow (163.2) (405.7) 136.4 (106.2)Additions to lease obligations– 1,880.4 – 1,880.4 Interest on lease obligations– 178.7 – 178.7 Relief on lease obligations– (380.3)– (380.3)Early termination of lease obligations– (43.8)– (43.8)Equity component of convertible bonds–– (28.9) (28.9)Discounted interests–– 5.7 5.7 Arrangement fees amortization–– 11.9 11.9 Other non-cash movements– (3.9) (33.2) (37.1)Currency translation adjustments (30.0) (154.8) 121.2 (3.6)Unrealized exchange differences on the translation of net debt in foreign currencies– (54.9) (164.0) (218.9)Other non-cash movements (30.0) 1,421.4 (87.3) 1,364.1 Balance at December 31, 2020 360.3 5,420.4 3,704.5 8,764.6 On May 4, 2020 Dufry, via its subsidiary Dufry One B. V., placed CHF 350 million in convertible bonds due 2023, conditionally convertible into shares of the Company. The convertible bonds have been issued at par with a denomination of CHF 200,000 and carry a coupon of 1.0 %, payable semi-annually in arrears. At maturity on May 4, 2023 the bonds will be redeemed at par. During such time bondholders can opt to convert the bonds at a price of CHF 33.00 per share. Such shares will be sourced from conditional capital or from existing shares. On May 18, 2020, the General Assembly approved the respective increase of the conditional share capital to 12.7 million shares (at nominal value of CHF 5.00 each, CHF 63.5 million).3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 18529.1 OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIESDufry’s notional cash pool is operated by a major finance institute. Based on enforceable master netting agreement, the respective balances at the end of the period have been set-off as follows:IN MILLIONS OF CHFBALANCE BEFORE GLOBAL POOLINGSET-OFF NET BALANCE 31.12.2021Cash and cash equivalents 1,401.2 (607.7) 793.5 Borrowings, current 653.0 (607.7) 45.3 31.12.2020Cash and cash equivalents 1,089.7 (729.4) 360.3 Borrowings, current 783.3 (729.4) 53.9 29.2 LEGAL RESTRICTIONS ON MONEY TRANSFERCash and cash equivalents at the end of the reporting period include CHF 57.7 (2020: 36.3) million held by subsidiaries operating in countries with exchange controls or other legal restrictions on money transfer. There are no material assets that have any other restrictions to realize or settle liabilities of the Group.30. OTHER LIABILITIES IN MILLIONS OF CHF31.12.202131.12.2020Concession fee payables 153.9 95.5 Other service related vendors 177.9 181.1 Personnel payables 119.6 150.9 Deferred lease expense– 0.7 Sales and other tax liabilities 55.8 39.9 Put option Dufry Staer Holding Ltd 26.2 23.4 Financial derivative liabilities – current 63.5 –Lease obligation due to tax refund 15.6 17.4 Payables for capital expenditure 9.4 10.7 Interest payables 32.9 16.1 Payables to local business partners 1.1 1.4 Other payables 44.0 39.4 Total 699.9 576.5 THEREOFCurrent liabilities 653.2 533.0 Non-current liabilities 46.7 43.5 Total 699.9 576.5 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 18631. DEFERRED TAX ASSETS AND LIABILITIESDeferred tax assets and liabilities arise from the following positions:IN MILLIONS OF CHF31.12.202131.12.2020DEFERRED TAX ASSETSInventories 13.0 4.8 Property, plant and equipment 61.0 38.2 Intangible assets 35.1 29.8 Lease obligations 336.7 459.2 Provisions and other payables 72.1 52.3 Tax loss carry-forward 110.4 116.9 Other 25.2 8.7 Total 653.5 709.9 DEFERRED TAX LIABILITIESProperty, plant and equipment (40.0) (10.9)Right-of-use assets (358.6) (493.6)Intangible assets (314.8) (363.9)Provisions and other payables (19.8) (7.6)Other (15.8) (10.3)Total (749.0) (886.3)Deferred tax liabilities net (95.5) (176.4)Deferred tax balances are presented in the consolidated statement of financial position as follows:IN MILLIONS OF CHF20212020Deferred tax assets 179.9 145.5 Deferred tax liabilities (275.4) (321.9)Balance at December 31 (95.5) (176.4)Reconciliation of movements to the deferred taxes:IN MILLIONS OF CHF20212020Changes in deferred tax assets 34.4 23.4 Changes in deferred tax liabilities 46.5 74.9 Currency translation adjustments (1.8) (2.4)Deferred tax movements (expense) at December 31 79.1 95.9 THEREOFRecognized in the statement of profit or loss 90.7 95.6 Recognized in equity– (0.3)Recognized in OCI (11.6) 0.6 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 187Tax loss carry forwardCertain subsidiaries incurred tax losses, which according to the local tax legislation gives rise to a tax credit usable in future tax periods. However, the use of this tax benefit may be limited by local law in time (expiration) or in quantity or limited by the ability of the respective subsidiary to generate enough taxable profits in the future. Deferred tax assets relating to unused tax losses carry forwards or temporary differences are recognized when it is probable that such tax credits can be utilized in future periods by the respective entity in accordance with the approved budget 2022 and the management projections thereafter.The unrecognized tax losses carry forwards by expiry date are as follows:IN MILLIONS OF CHF31.12.202131.12.2020Expiring within 1 to 3 years 209.4 266.1 Expiring within 4 to 7 years 755.8 733.3 Expiring after 7 years 138.3 54.7 With no expiration limit 1,254.8 1,136.2 Total 2,358.3 2,190.3 Unrecognized deferred tax liabilitiesDufry has not recognized deferred tax liabilities associated with investments in subsidiaries where Dufry can control the reversal of the timing differences and where it is not probable that the temporary differences will reverse in the foresee-able future. Dufry does not expect that these differences result in taxable amounts in determining taxable profit (tax loss) of future periods when the carrying amount of the investment is recovered.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 18832. PROVISIONS IN MILLIONS OF CHFCONTIN-GENT LIABILITIESONEROUS CONTRACTSCLOSEDOWNLAWSUITS AND DUTIESLABOR DISPUTESOTHERTOTALBalance at January 1, 2021 9.8 33.3 2.4 20.5 3.2 22.8 92.0 Charge for the year 1.5 0.4 0.5 32.3 0.9 11.0 46.6 Utilized– (13.1)– (0.2) (0.3) (5.4) (19.0)Unused amounts reversed– (1.2) (0.1)– (0.3) (0.8) (2.4)Interest discounted– 1.7 –––– 1.7 Reclassification from / to other accounts 0.2 (0.2)–––––Currency translation adjustments 0.3 (0.6) 0.1 0.2 0.2 0.2 0.4 Balance at December 31, 2021 11.8 20.3 2.9 52.8 3.7 27.8 119.3 THEREOF Current – 13.2 2.9 52.8 0.6 18.9 88.4 Non-current 11.8 7.1 –– 3.1 8.9 30.9 Management believes that its provisions are adequate based upon currently available information. However, given the inherent difficulties in estimating liabilities in the areas described below, future expenses may be different from the amounts provisioned.CONTINGENT LIABILITIESContingent liabilities are recognized in connection with business combinations, usually in relation with legal claims, from which the final outcome is difficult to assess.ONEROUS CONTRACTSDufry enters in certain non-cancellable agreements. If the economic condition to operate such business deteriorates materially, it can happen that the present value of the unavoidable future cash flows is not enough to cover the carrying amount of the tangible or intangible assets, or even become negative so that the company would need to present a provision for onerous contracts. Estimating these future cash flows requires management to project future sales and operating profits. At balance sheet date, an amount of CHF 20.3 (2020: 33.3) million has been provided mainly in relation to three operations in the region Europe, Middle East and Africa (EMEA) and one operation in The Americas.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 189CLOSE DOWNThe provision of CHF 2.9 (2020: 2.4) million relates mainly to three operations in Asia and Europe. LAWSUITS AND DUTIESThe provision for lawsuits and duties of CHF 52.8 (2020: 20.5) million covers uncer-tainties related to the outcome of law suits in relation to taxes-other than income, duties and includes risk in relation to concession fees in connection with our subsidiaries in Europe, Middle East and Africa.LABOR DISPUTESThe provision of CHF 3.7 (2020: 3.2) million relates mainly to claims presented by sales staff in our segment The Americas based on disputes due to the termination of temporary labor contracts.OTHEROther provisions comprise mainly potential liabilities to cover the cost for resto-ration of leased shops to their original condition at the end of the lease agreement and restructuring costs. The utilization for the year relates to the restructuring in our segment The Americas.CASH OUTFLOWS OF NON-CURRENT PROVISIONSThe cash outflows of non-current provisions as of December 31, 2021 are expected to occur in:IN MILLIONS OF CHFEXPECTED CASH OUTFLOW2023 7.0 2024 6.4 2025 1.1 2026 4.5 2027+ 11.9 Total non-current 30.9 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 19033. POST-EMPLOYMENT BENEFIT OBLIGATIONSDufry provides retirement benefits through a variety of arrangements comprised principally of stand-alone defined benefit or defined contribution plans, or state administered plans that cover a substantial portion of employees in accordance with local regulations and practices. The most significant plans in terms of the benefits accrued to date by participants are cash balance and final salary plans. Around 97.2 % (2020: 95.2 % ) of the total defined benefit obligation and 97.9 % (2020: 95.3 % ) of the plan assets correspond to pension funds in Switzerland (CH) and the United Kingdom (UK). 20212020IN MILLIONS OF CHFFundedUnfundedTOTALFundedUnfundedTOTALSWITZERLANDFair value of plan assets 226.9 – 226.9 205.8 – 205.8 Present value of defined benefit obligation 198.8 – 198.8 217.7 – 217.7 Financial (liability) asset 28.1 – 28.1 (11.9)– (11.9)UKFair value of plan assets 227.5 – 227.5 217.5 – 217.5 Present value of defined benefit obligation 200.6 – 200.6 223.1 – 223.1 Financial (liability) asset 26.9 – 26.9 (5.6)– (5.6)OTHER PLANSFair value of plan assets 9.8 – 9.8 20.8 – 20.8 Present value of defined benefit obligation 11.4 9.9 21.3 22.4 13.5 35.9 Financial (liability) asset (1.6) (9.9) (11.5) (1.6) (13.5) (15.1)CARRYING AMOUNTNet defined benefit assets 55.0 – 55.0 –––Employee benefit obligations (1.6) (9.9) (11.5) (19.1) (13.5) (32.6)33.1 SWITZERLANDIn Switzerland Dufry’s pension plan is a cash balance plan where contributions are made by employees and employer based on a percentage of the insured salary. The pension plan guarantees the amount accrued on the members saving account, as well as interest on those savings amounts. At retirement date, the savings account are converted into pensions, or optionally part of the savings can be paid out as a lump sum.LEGAL FRAMEWORKPension plans in Switzerland are governed by the Federal Law on Occupational Retirement, Survivors’ and Disability Pension Plans (BVG), which stipulates that pension plans are to be managed as independent, legally autonomous units, a pen-sion fund. Pension plans are overseen by a regulator as well as by a state super visory body. A pension plan’s most senior governing body (Board of Trustees) must be composed of equal numbers of employee and employer representatives. 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 191MAIN RISKSThe main risks to which the pension fund is exposed are: a) mortality risk, when the effective average life result to be longer than the assumptions used based on the official demographic statistics, then pension payments would need to be done for longer periods, b) Market and liquidity risk as if the future rate of return on plan assets is lower to the actual discount rate used to calculate the conversion factor, then additional funds will be needed and c) Death and disability risk as if the amounts or number of effective cases are higher than the indications provided by the demographic statistics this can result in a mismatch of asset-liabilities relation of the pension fund. These risks are regularly monitored by an actuary and the Board of Trustees.ASSET-LIABILITY MANAGEMENT The Swiss pension fund currently invests in a diverse portfolio of asset classes including equities, bonds, property and alternative investments but do not currently use any more explicit asset-liability matching strategy instruments such as annuity purchase products or longevity swaps. With the investment strategy the board of trustees defines the allocation of asset classes, currencies and other risks, which takes into account requirements from BVG, and the objective of achieving an investment return which together with the contributions paid, is sufficient to maintain reasonable control over the various funding risks of the plan.33.2 UNITED KINGDOM (UK)Dufry participates in another defined benefit pension plan in the UK under specific regulatory frameworks. The Plan has been closed to new members for many years and as well as to existing members. Under the Plan, members are entitled to annual pensions on retirement at age 65 of one sixtieth of revalued pensionable salary for each year of service. Pensionable salary is defined as basic salary less the statutory Lower Earnings limit. The Plan is administered by a separate board of trustees which is legally separate from the Company. The Trustees are comprised of representa-tives of employer, employees and independent trustees. The trustees are required by law to act in the interest of all relevant beneficiaries and are responsible for the investment policy with regards to assets plus the day to day administration of the scheme. The pension payments are made from the trustee-administered funds; however, where plans are underfunded, the company meets the benefit payment obligation as it falls due.Cost of defined benefit plans20212020IN MILLIONS OF CHFSwitzerlandUKSwitzerlandUK SERVICE COSTSCurrent service costs (5.6)– (7.6)–Past service costs–– 7.8 –Net interest – (0.1)– 0.1 Total pension expenses recognized in the statement of profit or loss (5.6) (0.1) 0.2 0.1 The current and past service costs are included in personnel expenses, whereas fund administration expenses are included in the other expenses. The past service costs in 2020 are a consequence of the reduction of staff. Refer to comments in Note 9.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 192Remeasurements employee benefits20212020IN MILLIONS OF CHFSwitzerlandUKSwitzerlandUK Actuarial gains (losses) – experience 15.5 13.2 1.1 –Actuarial gains (losses) – demographic assumptions 7.7 2.2 – (0.9)Actuarial gains (losses) – financial assumptions 3.2 8.9 3.9 (29.3)Return on plan assets exceeding expected interest 15.9 9.2 6.3 20.4 Total remeasurements recorded in other comprehensive income 42.3 33.5 11.3 (9.8)The following tables summarize the components of the funded status and amounts recognized in the statement of financial position for the plan:Change in the fair value of plan assets20212020IN MILLIONS OF CHFSwitzerlandUKSwitzerlandUK Balance at January 1 205.8 217.5 207.5 209.5 Interest income 1 0.2 3.2 0.5 4.1 Return on plan assets, above interest income 15.9 9.2 6.4 20.4 Contributions paid by employer 4.5 – 5.7 2.0 Contributions paid by employees 4.2 – 3.4 –Benefits paid (11.2) (5.9) (17.1) (5.8)Administration costs (0.2) (0.9) (0.3) (0.6)Other 7.7 –––Currency translation– 4.4 (0.3) (12.1)Balance at December 31 226.9 227.5 205.8 217.5 1 Expected interest income on plan assets based on discount rate. See actuarial assumptions.Change in present value of defined benefit obligation20212020IN MILLIONS OF CHFSwitzerlandUKSwitzerlandUK Balance at January 1 217.7 223.1 236.1 206.5 Current service costs 5.6 – 7.6 –Interest costs 0.2 3.3 0.6 4.0 Contributions paid by employees 4.2 – 3.4 –Actuarial losses / (gains) – experience (15.5) (13.2) (1.0) 0.1 Actuarial losses / (gains) – demographic assumptions (7.7) (2.2)– 0.9 Actuarial losses / (gains) – financial assumptions (3.2) (8.9) (3.9) 29.3 Benefits paid (11.2) (5.9) (17.1) (5.8)Past service cost – plan amendments–– (7.8)–Other 8.7 –––Currency translation– 4.4 (0.2) (11.9)Balance at December 31 198.8 200.6 217.7 223.1 Net defined benefit (obligation) / asset at December 31 28.1 26.9 (11.9) (5.6)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 193Based on pension legislation of certain countries the employer and / or the employees have the obligation to remedy any default situation of the pension foun-dation, which usually would result in higher periodic contributions. At the statement of financial position date, there was no such default situation. The actuarial calcu-lations based on IAS 19 resulted in a defined benefit obligation / asset.Actuarial assumptionsThe present value of the defined benefit obligation is determined annually by independent actuaries using the projected unit credit method. The main actuarial assumptions used are:20212020IN PERCENTAGE (%)SwitzerlandUKSwitzerlandUK Discount rates 0.40 1.95 0.10 1.45 Future salary increases 1.25 – 1.25 –Future pension increases– 1.95 – 1.80 Mortality table (generational tables)2020202020152019The mortality table takes into account changes in the life expectancy. Plan asset structure The structure of categories of plan assets is as follows:20212020IN PERCENTAGE (%)SwitzerlandUKSwitzerlandUKShares 34.9 99.9 33.499.1Bonds 18.8 –20.2–Real estates 37.6 –38.0–Other 1 8.7 0.1 8.40.9Total100.0 100.0 100.0100.01 Includes liquid positions and alternative investments.All assets held by the Pension fund in Switzerland and UK are fair-value-level 1 (quoted prices in active markets), except certain real estate and alternative invest-ments in Switzerland which are fair-value-level 3 (significant unobservable inputs) representing 37.6 % (2020: 39.3 % ) of the total assets.The net outflow of funds due to pension payments can be planned reliably. Contri-butions are paid regularly to the funded pension plans in Switzerland and UK. Furthermore, the respective investment strategies take account of the need to guarantee the liquidity of the plan at all times. Dufry does not make use of any assets held by these pension plans.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 194Plan participants20222021IN MILLIONS OF CHFSwitzerlandUKSwitzerlandUKEXPECTED CASH FLOW FORContribution Employer 4.8 – 4.1 2.0 Contribution Employees 2.9 – 2.5 –Weighted average duration of defined benefit obligation (years) 18.3 19.0 20.1 19.0 Sensitivities of significant actuarial assumptionsThe discount rate and the future salary increase were identified as significant actuarial assumptions.The following impacts on the defined benefit obligation are to be expected:SWITZERLANDUK2021 IN MILLIONS OF CHFIncreaseDecreaseIncreaseDecreaseA CHANGE OF 0.5 % IN THE FOLLOWING ASSUMPTIONS WOULD IMPLYDiscount rate (17.1) 19.9 (19.7) 19.7 Salary rate 1.9 (1.8)––The sensitivity analysis is based on realistically possible changes as of the end of the reporting year. Each change in a significant actuarial assumption was analyzed separately as part of the test. Interdependencies were not taken into account.34. FAIR VALUE MEASUREMENTFAIR VALUE OF FINANCIAL INSTRUMENTS CARRIED AT AMORTIZED COSTExcept as detailed in the table Quantitative disclosures fair value measurement hierarchy for assets below, Dufry considers that the carrying amounts of financial assets and financial liabilities recognized in the financial statements approximate their fair values.The following tables provide the fair value measurement hierarchy of Dufry’s assets and liabilities, that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable: –Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. –Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i. e. as prices) or indirectly (i. e. derived from prices). –Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).The valuation of the put option related to unlisted shares is derived from the proportional share of the net assets.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 195Quantitative disclosures fair value measurement hierarchy for assetsFAIR VALUE MEASUREMENT AT DECEMBER 31, 2021 USINGDECEMBER 31, 2021 IN MILLIONS OF CHFTOTALQuoted prices in active markets (Level 1)Significant observable inputs (Level 2)Significant unobservable inputs (Level 3)CARRYING AMOUNTSASSETS MEASURED AT FAIR VALUEDerivative financial assetsForeign exchange swaps contracts – EUR 0.6 – 0.6 – 0.6 Foreign exchange swaps contracts – OTHER 1.4 – 1.4 – 1.4 Cross currency swaps contracts – EUR 5.4 – 5.4 – 5.4 Options – USD 1.6 – 1.6 – 1.6 Total (Note 37.3) 9.0 – 9.0 – 9.0 ASSETS FOR WHICH FAIR VALUES ARE DISCLOSEDLoans and receivablesTrade and credit card receivables 85.1 – 85.1 – 85.3 FAIR VALUE MEASUREMENT AT DECEMBER 31, 2020 USINGDECEMBER 31, 2020 IN MILLIONS OF CHFTOTALQuoted prices in active markets (Level 1)Significant observable inputs (Level 2)Significant unobservable inputs (Level 3)CARRYING AMOUNTSASSETS MEASURED AT FAIR VALUEDerivative financial assetsForeign exchange forward contracts – OTHER–––––Foreign exchange swaps contracts – EUR 8.8 – 8.8 – 8.8 Foreign exchange swaps contracts – OTHER 0.8 – 0.8 – 0.8 Options – USD 1.9 – 1.9 – 1.9 Total (Note 37.3) 11.5 – 11.5 – 11.5 Financial assets valued at FVOCIASSETS FOR WHICH FAIR VALUES ARE DISCLOSEDLoans and receivablesTrade and credit card receivables 16.9 – 16.9 – 17.1 There were no transfers between Level 1 and 2 during the period.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 196Quantitative disclosures fair value measurement hierarchy for liabilities FAIR VALUE MEASUREMENT AT DECEMBER 31, 2021 USINGDECEMBER 31, 2021 IN MILLIONS OF CHFTOTALQuoted prices in active markets (Level 1)Significant observable inputs (Level 2)Significant unobservable inputs (Level 3)CARRYING AMOUNTSLIABILITIES MEASURED AT FAIR VALUEDerivative financial liabilitiesForeign exchange forward contracts – OTHER 0.1 – 0.1 – 0.1 Foreign exchange swaps contracts – EUR 3.0 – 3.0 – 3.0 Foreign exchange swaps contracts – OTHER 0.3 – 0.3 – 0.3 Cross currency swaps contracts – EUR 60.1 – 60.1 – 60.1 Put option Dufry Staer Holding Ltd 26.2 –– 26.2 26.2 Total (Note 37.3) 89.7 – 63.5 26.2 89.7 LIABILITIES FOR WHICH FAIR VALUES ARE DISCLOSEDAt amortized costSenior Notes CHF 300 298.3 298.3 –– 299.0 Senior Notes CHF 500 466.1 466.1 –– 447.7 Senior Notes EUR 725 727.9 727.9 –– 744.8 Senior Notes EUR 800 815.1 815.1 –– 826.7 Senior Notes EUR 750 721.5 721.5 –– 765.0 Total 3,028.9 3,028.9 –– 3,083.2 Floating rate borrowings USD 532.8 – 532.8 – 490.5 Total 532.8 – 532.8 – 490.5 There were no transfers between Level 1 and 2 during the period.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 197FAIR VALUE MEASUREMENT AT DECEMBER 31, 2020 USINGDECEMBER 31, 2020 IN MILLIONS OF CHFTOTALQuoted prices in active markets (Level 1)Significant observable inputs (Level 2)Significant unobservable inputs (Level 3)CARRYING AMOUNTSLIABILITIES MEASURED AT FAIR VALUEDerivative financial liabilitiesForeign exchange forward contracts – OTHER–––––Foreign exchange swaps contracts – EUR–––––Foreign exchange swaps contracts – OTHER–––––Put option Dufry Staer Holding Ltd 23.4 –– 23.4 23.4 Other options–––––Total (Note 37.3) 23.4 –– 23.4 23.4 LIABILITIES FOR WHICH FAIR VALUES ARE DISCLOSEDAt amortized costSenior Notes CHF 500 610.7 610.7 ––320.2Senior Notes EUR 800 827.4 827.4 ––860.1Senior Notes EUR 750 757.8 757.8 ––795.2Total 2,195.9 2,195.9 –– 1,975.5 Floating rate borrowings USD 1,056.2 – 1,056.2 –1,008.5Floating rate borrowings CHF 561.7 – 561.7 –522.7Floating rate borrowings GBP–––––Total 1,617.9 – 1,617.9 – 1,531.2 There were no transfers between Level 1 and 2 during the period.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 19835. CAPITAL RISK MANAGEMENTCapital comprises equity attributable to the equity holders of the parent less hedging and revaluation reserves for unrealized gains or losses on net investments, plus other equity-linked or equity-like instruments attributable to the parent.The primary objective of Dufry’s capital management is to ensure that it maintains an adequate credit rating and sustainable capital ratios in order to support its business and maximize shareholder value.Dufry manages its financing structure and makes adjustments to it in light of its strategy and the long-term opportunities and costs of each financing source. To maintain or adjust the financing structure, Dufry may adjust dividend payments to shareholders, return capital to shareholders, issue new shares or issue equity-linked instruments or equity-like instruments.Furthermore, Dufry monitors the financing structure using a combination of ratios, including a gearing ratio, cash flow considerations and profitability ratios. As for the gearing ratio Dufry includes within net debt, interest bearing loans and borrow ings, less cash and cash equivalents. 35.1 GEARING RATIOThe following ratio compares owner’s equity to borrowed funds:IN MILLIONS OF CHF31.12.202131.12.2020Cash and cash equivalents (793.5) (360.3)Borrowings, current 45.3 53.9 Borrowings, non-current 3,771.7 3,650.6 Borrowings, net (excluding derivatives) 3,023.5 3,344.2 Equity attributable to equity holders of the parent 956.6 839.3 ADJUSTED FORAccumulated hedged gains / (losses) (128.4) (91.0)Effects from transactions with non-controlling interests 1 1,507.4 1,503.4 Total capital 2 2,335.6 2,251.7 Total net debt and capital 5,359.1 5,595.9 Gearing ratio 56.4 % 59.8 % 1 Represents the excess paid / (received) above fair value on shares acquired / (sold) from non-controlling interests as long as there is no change in control (IFRS 10.23).2 Includes all capital and reserves of Dufry that are managed as capital.Dufry did not hold collateral of any kind at the reporting dates.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 19935.2 CATEGORIES OF FINANCIAL INSTRUMENTSAT DECEMBER 31, 2021FINANCIAL ASSETSIN MILLIONS OF CHFat amortized costat FVPLSUBTOTALNON-FINANCIAL ASSETS 1TOTALCash and cash equivalents 793.5 – 793.5 – 793.5 Trade and credit card receivables 85.3 – 85.3 – 85.3 Other accounts receivable 219.3 9.0 228.3 143.5 371.8 Other non-current assets 174.1 0.5 174.6 40.2 214.8 Total 1,272.2 9.5 1,281.7 FINANCIAL LIABILITIESIN MILLIONS OF CHFat amortized costat FVPLSUBTOTALNON-FINANCIAL LIABILITIES 1TOTALTrade payables 335.1 – 335.1 – 335.1 Borrowings, current 45.3 – 45.3 – 45.3 Lease obligations, current 1,077.9 – 1,077.9 – 1,077.9 Other liabilities 525.7 63.5 589.2 64.0 653.2 Borrowings, non-current 3,812.8 – 3,812.8 (41.1) 3,771.7 Lease obligations, non-current 2,558.5 – 2,558.5 – 2,558.5 Other non-current liabilities 46.7 – 46.7 – 46.7 Total 8,402.0 63.5 8,465.5 1 Non-financial assets or non-financial liabilities comprise prepaid expenses (incl. deferred bank fees set off from borrowings) and deferred income, which will not generate a cash outflow or inflow as well as other tax positions.AT DECEMBER 31, 2020FINANCIAL ASSETSIN MILLIONS OF CHFLoans and receivablesat FVPLSUBTOTALNON-FINANCIAL ASSETSTOTALCash and cash equivalents 360.3 – 360.3 – 360.3 Trade and credit card receivables 17.1 – 17.1 – 17.1 Other accounts receivable 126.6 11.5 138.1 176.9 315.0 Other non-current assets 211.5 0.4 211.9 44.9 256.8 Total 715.5 11.9 727.4 FINANCIAL LIABILITIESIN MILLIONS OF CHFat amortized costat FVPLSUBTOTALNON-FINANCIAL LIABILITIESTOTALTrade payables 154.9 – 154.9 – 154.9 Borrowings, current 53.9 – 53.9 – 53.9 Lease obligations, current 1,397.5 – 1,397.5 – 1,397.5 Other liabilities 489.4 – 489.4 43.6 533.0 Borrowings, non-current 3,692.1 – 3,692.1 (41.5) 3,650.6 Lease obligations, non-current 4,022.9 – 4,022.9 – 4,022.9 Other non-current liabilities 43.5 – 43.5 – 43.5 Total 9,854.2 – 9,854.2 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 20035.3 NET INCOME BY IFRS 9 VALUATION CATEGORYFinancial Assets at December 31, 2021IN MILLIONS OF CHFAT AMORTIZED COSTAT FVPLTOTALInterest income 15.9 – 15.9 Other finance income 0.1 5.4 5.5 From interest 16.0 5.4 21.4 Foreign exchange gain / (loss) 1 128.7 (11.3) 117.4 Impairments / allowances 2 (45.0)– (45.0)Total – from subsequent valuation 83.7 (11.3) 72.4 Net (expense) / income 99.7 (5.9) 93.8 Financial Liabilities at December 31, 2021IN MILLIONS OF CHFAT AMORTIZED COSTAT FVPLTOTALInterest expenses (250.2)– (250.2)Other finance expenses (41.4) (7.7) (49.1)From interest (291.6) (7.7) (299.3)Foreign exchange gain / (loss) 1 (2.4) (117.6) (120.0)Total – from subsequent valuation (2.4) (117.6) (120.0)Net (expense) / income (294.0) (125.3) (419.3)1 This position includes the foreign exchange gain / (loss) recognized on third party and intercompany financial assets and liabilities through consolidated statement of profit or loss.2 This position includes net income / (expense) from released impairments, allowances or recoveries during the period less the increase of impairments or allowances.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 201Financial Assets at December 31, 2020IN MILLIONS OF CHFLOANS AND RECEIVABLESAT FVOCI (NON-RECYCLABLE)AT FVPLTOTALInterest income 22.5 –– 22.5 Other finance income 0.8 – 12.2 13.0 From interest 23.3 – 12.2 35.5 Foreign exchange gain / (loss) 1 (225.0)– (4.1) (229.1)Impairments / allowances 2 (23.8)–– (23.8)Total – from subsequent valuation (248.8)– (4.1) (252.8)Net (expense) / income (225.5)– 8.1 (217.3)Financial Liabilities at December 31, 2020IN MILLIONS OF CHFAT AMORTIZED COSTAT FVPLTOTALInterest expenses and arrangement fees (325.8)– (325.8)Other finance expenses (10.2) (6.4) (16.6)From interest (336.0) (6.4) (342.4)Foreign exchange gain / (loss) 1 212.1 16.9 229.0 Total – from subsequent valuation 212.1 16.9 229.0 Net (expense) / income (123.9) 10.5 (113.4)1 This position includes the foreign exchange gain / (loss) recognized on third party and intercompany financial assets and liabilities through consolidated statement of profit or loss.2 This position includes net income / (expense) from released impairments, allowances or recoveries during the period less the increase of impairments or allowances.36. FINANCIAL RISK MANAGEMENT OBJECTIVESAs a global retailer, Dufry has worldwide activities which are financed in different currencies and are consequently affected by fluctuations of foreign exchange and interest rates. Dufry’s treasury manages the financing of the operations through centralized credit facilities to ensure an adequate allocation of these resources and simultaneously minimize the potential currency and financial risk impacts.Dufry continuously monitors the market risk, such as risks related to foreign currency, interest rate, credit, liquidity and capital. Dufry seeks to minimize the currency exposure and interest rates risk using appropriate transaction structures or alternatively, using derivative financial instruments to hedge the exposure to these risks. The treasury policy forbids entering or trading financial instruments for speculative purposes.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 20237. MARKET RISKDufry’s financial assets and liabilities are mainly exposed to market risk in foreign currency exchange and interest rates. Dufry’s objective is to minimize the impact on statement of profit or loss and to reduce fluctuations in cash flows through structuring the respective transactions to minimize market risks. In cases, where the associated risk cannot be hedged appropriately through a transaction structure, and the evaluation of market risks indicates a material exposure, Dufry may use financial instruments to hedge the respective exposure.Dufry may enter into a variety of financial instruments to manage its exposure to foreign currency risk, including forward foreign exchange contracts, currency swaps and over the counter plain vanilla options.During the current financial year, Dufry utilized foreign currency forward contracts and options for hedging purposes.37.1 FOREIGN CURRENCY RISK MANAGEMENTDufry manages the cash flow surplus or deficits in foreign currency of the opera-tions through FX-transactions in the respective local currency. Major imbalances in foreign currencies at Group level are hedged through foreign exchange forwards contracts. The terms of the foreign currency forward contracts have been nego-tiated to match the terms of the forecasted transactions.37.2 FOREIGN CURRENCY SENSITIVITY ANALYSISAmong various methodologies to analyze and manage risk, Dufry utilizes a system based on sensitivity analysis. This tool enables Group treasury to identify the level of risk of each entity. Sensitivity analysis provides an approximate quantification of the exposure in the event that certain specified parameters were to be met under a specific set of assumptions.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 203Foreign Currency ExposureIN MILLIONS OF CHFUSDEURGBPBRLOTHERTOTALDECEMBER 31, 2021Monetary assets 1,226.7 494.1 411.3 91.5 2,096.7 4,320.3 Monetary liabilities 495.5 2,890.3 263.8 162.0 2,225.0 6,036.6 Net currency exposure before foreign currency contracts and hedging 731.2 (2,396.2) 147.5 (70.5) (128.3) (1,716.3)Foreign currency contracts (998.6) 1,254.4 (158.6) 35.6 49.5 182.3 Hedging 252.3 1,127.6 –– (91.8) 1,288.1 Net currency exposure (15.1) (14.2) (11.1) (34.9) (170.6) (245.9)DECEMBER 31, 2020Monetary assets 1,824.1 216.1 400.1 92.3 1,257.5 3,790.1 Monetary liabilities 1,742.1 2,093.7 211.9 172.2 1,237.9 5,457.8 Net currency exposure before hedging 82.0 (1,877.6) 188.2 (79.9) 19.6 (1,667.7)Foreign currency contracts (454.0) 704.0 (195.0) 92.0 60.9 207.9 Hedging 244.8 1,175.6 –– (94.8) 1,325.6 Net currency exposure (127.2) 2.0 (6.8) 12.1 (14.3) (134.2)The sensitivity analysis includes all monetary assets and liabilities irrespective of whether the positions are third party or intercompany. Dufry has considered someintercompany long-term loans as equity like loans. Consequently, the related exchange differences are presented in other comprehensive income and thereafter as translation reserve in equity. In addition, Dufry has entered into cross currency swaps to reduce the currency exposure.The foreign exchange rate sensitivity is calculated by aggregation of the net currency exposure of Dufry entities at December 31 of the respective year. The values and risk disclosed here are the hedged and remaining net currency exposure assuming a 5 % appreciation of the CHF against all other currencies. A positive result indicates a profit, before tax in the statement of profit or loss or in the hedging and revaluation reserves when the CHF strengthens against the relevant currency.IN MILLIONS OF CHF31.12.202131.12.2020Effect on profit or loss based on USD 0.8 6.4 Other comprehensive income based on USD 12.6 12.2 Effect on profit or loss based on EUR 0.7 (0.1)Other comprehensive income based on EUR 56.4 58.8 Effect on profit or loss based on GBP 0.6 0.3 Effect on profit or loss based on BRL 1.7 (0.6)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 204Reconciliation to categories of financial instruments:IN MILLIONS OF CHF31.12.202131.12.2020FINANCIAL ASSETSTotal financial assets held in foreign currencies (see above) 4,320.3 3,790.1 Less intercompany financial assets in foreign currencies (3,690.0) (3,331.4)Third party financial assets held in foreign currencies 630.3 458.7 Third party financial assets held in reporting currencies 651.4 268.7 Total third party financial assets 1 1,281.7 727.4 FINANCIAL LIABILITIESTotal financial liabilities held in foreign currencies (see above) 6,036.6 5,457.8 Less intercompany financial liabilities in foreign currencies (4,083.4) (3,160.5)Third party financial liabilities held in foreign currencies 1,953.2 2,297.3 Third party financial liabilities held in reporting currencies 6,512.3 7,556.9 Total third party financial liabilities 1 8,465.5 9,854.2 1 See note 35.2 Categories of financial instruments.37.3 FOREIGN EXCHANGE FORWARD CONTRACTS AND FOREIGN EXCHANGE OPTIONS AT FAIR VALUEAs the management of the company actively pursues to naturally hedge the positions in each operation, the policy of Dufry is to enter into foreign exchange forwards and options contracts only where needed.The following table shows the contracts or underlying principal amounts and fair values of derivative financial instruments, including foreign exchange forwards and foreign exchange swaps as well as cross currency swaps. Contracts or underlying principal amounts indicate the volume of business outstanding at the balance sheet date. The fair values as per the table below are determined by reference to inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly at December 31 of each year. IN MILLIONS OF CHFCONTRACT OR UNDERLYING PRINCIPAL AMOUNTPOSITIVE FAIR VALUENEGATIVE FAIR VALUEDecember 31, 2021 7,025.2 9.0 63.5 December 31, 2020 1,424.4 11.5 –3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 20538. INTEREST RATE RISK MANAGEMENTDufry manages the interest rate risk through interest rate swaps and options to the extent that the hedging cannot be implemented through managing the duration of the debt drawings. The levels of the hedging activities are evaluated regularly and may be adjusted in order to reflect the development of the various parameters.38.1 INTEREST RATE SENSITIVITY ANALYSISThe sensitivity analysis below has been determined based on the exposure to interest rates derivatives and non-derivative instruments at the reporting date. The risk analysis provided here assumes a simultaneous increase of 100 basis points of the interest rate of all interest bearing financial positions.If interest rates had been 100 basis points higher whereas all other variables were held constant, Dufry’s net earnings for the year 2021 would increase by CHF 38.0 (2020: increase by CHF 40.0) million.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 20638.2 ALLOCATION OF FINANCIAL ASSETS AND LIABILITIES TO INTEREST CLASSESIN %IN MILLIONS OF CHFAT DECEMBER 31, 2021Average variable interest rateAverage fixed interest rateVariable interest rateFixed interest rateTotal interest bearingNon-interest bearing TOTAL Cash and cash equivalents0.3 % 1.0 % 56.2 43.1 99.3 694.2 793.5 Trade and credit card receivables––– 85.3 85.3 Other accounts receivable0.3 % 34.9 – 34.9 193.4 228.3 Other non-current assets0.4 % 3.9 % 0.9 7.8 8.7 165.9 174.6 Financial assets 92.0 50.9 142.9 1,138.8 1,281.7 Trade payables––– 335.1 335.1 Borrowings, current4.1 % 2.4 % 1.3 24.5 25.8 19.5 45.3 Other liabilities––– 589.2 589.2 Borrowings, non-current3.3 % 2.5 % 512.4 3,300.4 3,812.8 – 3,812.8 Lease obligations3.7 % – 3,636.4 3,636.4 – 3,636.4 Other non-current liabilities––– 46.7 46.7 Financial liabilities 513.7 6,961.3 7,475.0 990.5 8,465.5 Net financial liabilities 421.7 6,910.4 7,332.1 (148.3) 7,183.8 IN %IN MILLIONS OF CHFAT DECEMBER 31, 2020Average variable interest rateAverage fixed interest rateVariable interest rateFixed interest rateTotal interest bearingNon-interest bearing TOTAL Cash and cash equivalents0.7 % 2.7 % 14.0 23.4 37.4 322.9 360.3 Trade and credit card receivables––– 17.1 17.1 Other accounts receivable1.1 % 0.3 – 0.3 137.8 138.1 Other non-current assets2.5 % 3.8 % 5.6 2.0 7.6 204.3 211.9 Financial assets 19.9 25.4 45.3 682.1 727.4 Trade payables––– 154.9 154.9 Borrowings, current5.0 % 4.2 % 49.0 4.9 53.9 – 53.9 Other liabilities––– 489.4 489.4 Borrowings, non-current2.7 % 2.1 % 1,686.4 2,005.7 3,692.1 – 3,692.1 Lease obligations1.6 % 3.6 % 0.5 5,419.9 5,420.4 – 5,420.4 Other non-current liabilities––– 43.5 43.5 Financial liabilities 1,735.9 7,430.5 9,166.4 687.8 9,854.2 Net financial liabilities 1,716.0 7,405.1 9,121.1 5.7 9,126.8 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 20739. CREDIT RISK MANAGEMENTCredit risk refers to the risk that counterparty may default on its contractual obligations resulting in financial loss to Dufry. Almost all Dufry sales are retail sales made against cash or internationally recog-nized credit / debit cards. Dufry has policies in place to ensure that other sales are only made to customers with an appropriate credit history or that the credit risk is insured adequately. The remaining credit risk is in relation to refunds from suppliers and guarantee deposits.The credit risk on cash deposits or derivative financial instruments relates to banks or financial institutions. Dufry monitors the credit ranking of these institutions and does not expect defaults from non-performance of these counterparties.The main banks where the Group keeps net assets positions hold a credit rating of A – or higher.39.1 MAXIMUM CREDIT RISKThe carrying amount of financial assets recorded in the financial statements, after deduction of any allowances for losses, represents Dufry’s maximum exposure to credit risk.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 20840. LIQUIDITY RISK MANAGEMENTDufry evaluates this risk as the ability to settle its financial liabilities on time and at a reasonable price. Beside its capability to generate cash through its operations, Dufry mitigates liquidity risk by keeping unused credit facilities with financial institutions (see note 2.2 and 28).40.1 REMAINING MATURITIES FOR NON-DERIVATIVE FINANCIAL ASSETS AND LIABILITIESThe following tables have been drawn up based on the undiscounted cash flows of financial assets and liabilities (based on the earliest date on which Dufry can receive or be required to pay). The tables include principal and interest cash flows.AT DECEMBER 31, 2021 IN MILLIONS OF CHF1 –6 MONTHS6 –12 MONTHS1 –2 YEARSMORE THAN 2 YEARS TOTAL Cash and cash equivalents 804.0 2.9 –– 806.9 Trade and credit card receivables 85.3 ––– 85.3 Other accounts receivable 183.3 36.0 –– 219.3 Other non-current assets–– 1.9 172.9 174.8 Total cash inflows 1,072.6 38.9 1.9 172.9 1,286.3 Trade payables 335.1 ––– 335.1 Borrowings, current 34.8 19.1 –– 53.9 Other liabilities 589.7 ––– 589.7 Borrowings, non-current 51.2 51.7 224.6 3,945.3 4,272.8 Lease obligations 1 552.0 525.9 907.0 2,127.8 4,112.7 Other non-current liabilities–– 46.7 – 46.7 Total cash outflows 1,562.8 596.7 1,178.3 6,073.1 9,410.9 1 Lease obligation with a maturity of more than 2 years contain an amount of CHF 840.7 million with a maturity longer than 5 years.AT DECEMBER 31, 2020 IN MILLIONS OF CHF1 –6 MONTHS6 –12 MONTHS1 –2 YEARSMORE THAN 2 YEARS TOTAL Cash and cash equivalents 368.4 3.6 –– 372.0 Trade and credit card receivables 17.1 ––– 17.1 Other accounts receivable 124.4 2.3 –– 126.7 Other non-current assets 0.8 2.2 29.6 200.5 233.1 Total cash inflows 510.7 8.1 29.6 200.5 748.9 Trade payables 154.9 ––– 154.9 Borrowings, current 39.6 31.5 –– 71.1 Other liabilities 489.4 ––– 489.4 Borrowings, non-current 24.1 30.0 144.6 3,752.7 3,951.4 Lease obligations 816.6 580.9 1,169.9 3,435.0 6,002.4 Other non-current liabilities–– 43.5 – 43.5 Total cash outflows 1,524.6 642.4 1,358.0 7,187.7 10,712.7 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 20940.2 REMAINING MATURITIES FOR DERIVATIVE FINANCIAL INSTRUMENTSDufry holds derivative financial instruments at year-end.AT DECEMBER 31, 2021 IN MILLIONS OF CHF1 –6 MONTHS6 –12 MONTHS1 –2 YEARSMORE THAN 2 YEARS TOTAL Derivative financial assets 1.9 – 1.6 5.5 9.0 Derivative financial liabilities 3.4 –– 60.1 63.5 AT DECEMBER 31, 2020 IN MILLIONS OF CHF1 –6 MONTHS6 –12 MONTHS1 –2 YEARSMORE THAN 2 YEARS TOTAL Derivative financial assets 10.0 1.5 –– 11.5 Derivative financial liabilities–––––3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 21041. RELATED PARTIES AND RELATED PARTY TRANSACTIONSA party is related to Dufry if the party directly or indirectly controls, is controlled by, or is under common control with Dufry, has an interest in Dufry that gives it significant influence over Dufry, has joint control over Dufry or is an associate or a joint venture of Dufry. In addition, members of the key management personnel of Dufry or close members of the family are also considered related parties as well as post-employment benefit plans for the benefit of employees of Dufry.Transactions with related parties are conducted at arm’s length.The related party transactions and relationships for Dufry are the following:IN MILLIONS OF CHF20212020PURCHASE OF GOODS FROMHudson RPM, literature and publications 1 – 1.4 PURCHASE OF SERVICES FROMPension Fund Dufry, post-employment benefits 4.5 5.6 ACCOUNTS PAYABLES AT DECEMBER 31Hudson RPM 1 – (1.7)Pension Fund Dufry 0.6 0.3 1 Hudson RPM is no longer a related party.The transactions with associates are the following:IN MILLIONS OF CHF20212020PURCHASE OF SERVICES FROMLojas Francas de Portugal S.A.– (3.4)Nuance Basel LLC (Sochi)– 0.2 Nuance Group (Chicago) LLC (0.1)–SALES OF SERVICES TOLojas Francas de Portugal S.A. (0.3) 1.5 Nuance Basel LLC (Sochi) 0.3 0.2 Puerto Libre Int. SA 0.1 –Nuance Group (Chicago) LLC 0.2 0.1 SALES OF GOODS TOLojas Francas de Portugal S.A. 19.9 8.9 Nuance Basel LLC (Sochi) 3.2 1.6 Puerto Libre Int. SA 0.5 0.4 Nuance Group (Chicago) LLC 0.3 (0.1)NCM Brookstone Stores Georgia, LLC 0.1 –ACCOUNTS RECEIVABLES AT DECEMBER 31Lojas Francas de Portugal S.A. 8.1 1.4 Nuance Basel LLC (Sochi) 9.8 9.0 Puerto Libre Int. SA 0.2 –Nuance Group (Chicago) LLC 1.9 0.6 NCM Brookstone Stores Georgia, LLC 0.6 0.5 ACCOUNTS PAYABLES AT DECEMBER 31Nuance Group (Chicago) LLC 0.1 –3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 211The compensation to members of the Board of Directors and the Global Executive Committee for the services provided during the respective years includes all forms of consideration paid, payable or provided by Dufry, including compensation in company shares as follows:IN MILLIONS OF CHF20212020BOARD OF DIRECTORSNumber of directors1110Current employee benefits 7.6 6.8 Post-employment benefits 0.1 0.2 Total compensation 7.7 7.0 GLOBAL EXECUTIVE COMMITTEENumber of members78Current employee benefits 19.9 26.0 Post-employment benefits 1.4 1.8 Share-based payments (income) / expense 1 0.2 (1.1)Total compensation 21.5 26.7 1 Expenses accrued during the year for members of the Global Executive Committee.For further information regarding participations and compensation to members of the Board of Directors or Global Executive Committee, please refer to the remuneration report at the end of the annual report.42. EVENTS AFTER REPORTING DATEOn February 24, 2022, the Russian Federation initiated a military attack on the Ukraine. Management is assessing its direct impact on the Company and is moni-toring the situation. The more indirect impact on the travel and travel retail business worldwide cannot be assessed reliably at the time of approval of the consolidated financial statements.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 Deloitte AG Pfingstweidstrasse 11 8005 Zürich Schweiz Phone: +41 (0)58 279 60 00 Fax: +41 (0)58 279 66 00 www.deloitte.ch 212To the General Meeting of Dufry AG, BaselBasel, March 3, 2022Statutory Report on the Audit of the Consolidated Financial StatementsOpinionWe have audited the consolidated financial statements of Dufry AG and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at December 31, 2021 and the consolidated statement of profit or loss, consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.In our opinion, the consolidated financial statements (pages 125 to 211) give a true and fair view of the consolidated financial position of the Group as at December 31, 2021, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) and comply with Swiss law.Basis for OpinionWe conducted our audit in accordance with Swiss law, International Standards on Auditing (ISAs) and Swiss Auditing Standards. Our responsibilities under those provisions and standards are further described in the Auditor’s Responsi-bilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, as well as the International Code of Ethics for Professional Accountants (including International Independence Standards) of the International Ethics Standards Board for Accountants (IESBA Code) and we have fulfilled our other ethical responsibilities in accordance with these requirements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.Key Audit MattersKey Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.Impairment Risk of GoodwillKey Audit MatterThe Group’s balance sheet includes goodwill of CHF 2,360.0 million (2020: 2,369.3 million). As at December 31, 2021 management concluded that the estimated recoverable amount of goodwill of each of the Group’s segments exceeded their carrying amounts with the exception of one country specific disposal that resulted in an impairment charge of CHF 21.6 million (2020: CHF 131.1 million).The accounting policies regarding goodwill applied by the Group are explained in the Notes to the consolidated financial statements in sections 2.4a and 2.4q. As detailed in Note 3, 10, 18 and 19 to the consolidated financial statements, the level at which goodwill is monitored and tested annually for impairment is the group’s segments. The Group focuses on the regional performance of its operations. Key metrics used by management in assessing performance are measured at the operating segment. The impairment assessment for goodwill is dependent on the assumptions of cash flow projections used in the impair-ment tests. Key assumptions are projected sales growth rates and the weighted average cost of capital applied.Given the high level of judgment and complexity of the estimations, combined with the significance of the above amounts to the financial statements as a whole, we assessed management’s assumptions made in relation to goodwill to be a key audit matter. 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 213How the scope of our audit responded to the key audit matterWe obtained an understanding of the controls around the review of management’s judgment in allocating goodwill to the operating segments, the review of significant assumptions used in the impairment test and the review of the impairment models.We included valuation specialists in our team to assess the appropriateness of the mathematical integrity and valuation methodology used in the impairment tests.We evaluated the projected sales growth rates used in the cash flow projections during the forecast period and the terminal growth rate assumptions. In addition, we performed lookback analyses to assess historical revenue and expenses against the Group’s assumptions. We independently determined the weighted average cost of capital (WACC) and compared them against management’s assumptions. We challenged the Group’s sensitivity analysis by performing an independent analysis using management’s models. We assessed the adequacy of impairment related disclosures in the consolidated financial statements, including the key assumptions used and the completeness and accuracy of sensitivities disclosed. Valuation of concession right intangibles and right-of-use assetsKey Audit MatterThe Group’s balance sheet includes concession right intangibles in the amount of CHF 1,421.6 million (2020: CHF 1,854.7 million) and right-of-use assets with definite useful lives in the amount of CHF 3,120.8 million (2020: CHF 4,438.7 million). As at December 31, 2021 management recorded an impairment charge of CHF 237.0 million for concession right intangibles and a net gain from impairment of CHF 44.1 from Right-of-Use assets (2020: CHF 564.8 million and CHF 443.1 million, respectively).The accounting policies regarding concession right intangibles and right-of-use assets applied by the Group are explained in the notes to the consolidated financial statements in sections 2.4m and 2.4o. As detailed in Note 3, 17, 18, and 19 to the consolidated financial statements, the Group assesses at each reporting date whether there are indicators of impairment. When such indicators are identified, the carrying value of the respective cash generating unit, to which the respective concession right intangibles and right-of-use assets belong to, are tested for impairment. The impairment assessment is dependent on the assumptions of cash flow projections used in the impairment tests. Key assumptions are projected sales growth rates for the forecast period and the weighted average cost of capital applied.Given the high level of judgment and complexity of the estimations, combined with the significance of the above amounts to the financial statements as a whole, we assessed management’s estimates made in relation to concession right intangibles and right-of-use assets to be a key audit matter. How the scope of our audit responded to the key audit matterWe obtained an understanding of the controls around the review of management’s judgment in the identification of impairment indicators, the review of key assumptions used in the impairment test and the review of the impairment models.We independently evaluated whether there are any impairment indicators for concession right intangibles and right-of-use assets. For those cash generating units for which there were impairment indicators identified, we performed procedures to assess the appropriateness of the mathematical integrity and valuation methodology used in the impairment tests, with the support of our valuation specialists. We performed analyses over the projected sales growth rates used in the cash flow projections during the forecast period. In addition, we performed lookback analyses to assess historical revenue and expenses against the Group’s assumptions. In addition, we tested on a sample basis the variable and fixed lease payments against contractual agreements.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 214We independently determined the weighted average cost of capital (WACC) and compared them against management’s assumptions.We assessed the adequacy of impairment related disclosures in the consolidated financial statement.Completeness of Lease Contracts and Accounting TreatmentKey Audit MatterThe Group’s balance sheet includes right-of-use assets of CHF 3,120.8 million (2020: 4,438.7 million) and lease obligation of CHF 3,636.4 million (current and non-current) (2020: CHF 5,420.4 million). The accounting policies regarding right-of-use assets and lease obligations applied by the Group are explained in the notes to the consolidated financial statements in sections 2.4f, 2.4m, 2.4n and 2.4v. As detailed in Note 8 and 29 to the consolidated financial statements, the Group disclosed the key assumptions for lease accounting. Given the complexity around assessing the accounting treatment and the completeness of lease contracts recognized based on contractual information, and complexity around the application of the COVID-19 related rent concession practical expedient, this matter was considered a key audit matter.How the scope of our audit responded to the key audit matterWe obtained an understanding of the Group’s process for identifying changes to contractual information of the lease contracts and its corresponding Group’s accounting policy and obtained an understanding around the key controls to assess completeness and appropriateness of the accounting treatment. We tested a sample of additions or changes to lease contracts and analysed whether these represented lease modifications or should be accounted for as separate leases. We evaluated the Group’s analysis of the application of the COVID-19 related rent concession practical expedient by selecting a sample of the underlying contract amendments and challenging the Group’s assessment. We performed inquiries with management on the completeness of lease contracts and considered external available information on changes in concession agreements. Further, we assessed the completeness of the lease liability by selecting a sample of lease expenses to ensure appropriate classification of the variable lease contracts. We validated the appropriateness and completeness of the related disclosures in the corresponding Notes to the financial statements. Other Information in the Annual ReportThe Board of Directors is responsible for the other information in the annual report. The other information comprises all information included in the annual report, but does not include the consolidated financial statements, the statutory financial statements of the Company and remuneration report and our auditor’s reports thereon.Our opinion on the consolidated financial statements does not cover the other information in the annual report and we do not express any form of assurance conclusion thereon.In connection with our audit of the consolidated financial statements, our responsibility is to read the other information in the annual report and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2021 215Responsibility of the Board of Directors for the Consolidated Financial StatementsThe Board of Directors is responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRS and the provisions of Swiss law, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.Auditor’s Responsibilities for the Audit of the Consolidated Financial StatementsOur objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law, ISAs and Swiss Auditing Standards will always detect a material misstatement when it exists. Misstate-ments can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.A further description of our responsibilities for the audit of the consolidated financial statements is located at the website of EXPERTsuisse: http://expertsuisse.ch/en/audit-report-for-public-companies.This description forms part of our auditor’s report.Report on Other Legal and Regulatory RequirementsIn accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors.We recommend that the consolidated financial statements submitted to you be approved.Deloitte AG Andreas Bodenmann Fabian HellLicensed audit expert Licensed audit expert(Auditor in charge)3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 216STATEMENT OFPROFIT OR LOSSFOR THE YEAR ENDED DECEMBER 31, 2021 IN THOUSANDS OF CHFNOTE20212020Financial income 24,076 2,938 Other income 214 20 Total income 24,290 2,958 Personnel expenses8 (664) 11,092 General and administrative expenses (11,817) (3,875)Management fee expenses (1,778) (12,570)Impairment of investments in subsidiaries7 (223,465) (844,725)Financial expenses (626) (8,634)Expenses related with capital increase– (8,019)Taxes (1,228) (981)Total expenses (239,578) (867,713)(Loss) / profit for the year (215,288) (864,755)3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 217STATEMENT OF FINANCIAL POSITIONAT DECEMBER 31, 2021IN THOUSANDS OF CHF NOTE31.12.202131.12.2020ASSETSCash and cash equivalents 418 10,625 Current receivables third parties 103 88 Current receivables subsidiaries 2,868 1,387 Current receivables other group companies 1,364 1,341 Loan to subsidiaries 790,000 475,000 Prepaid expenses and accrued income– 54 Current assets 794,753 488,495 Investments in subsidiaries3 2,780,225 3,003,690 Non-current assets 2,780,225 3,003,690 Total assets 3,574,978 3,492,185 LIABILITIES AND SHAREHOLDERS’ EQUITYCurrent interest bearing liabilities 595 2,537 Current liabilities third parties 5,970 7,891 Current liabilities participants and bodies– 1,036 Current liabilities subsidiaries 1,167 8,717 Deferred income and accrued expenses 653 6,228 Current liabilities 8,385 26,409 Non-current interest-bearing liabilities subsidiaries––Non-current liabilities––Total liabilities 8,385 26,409 Share capital5.1 453,985 401,318 Legal capital reservesReserve from capital contribution5.1 4,552,310 4,287,731 Reserve from capital contribution for own shares held at subsidiaries5.1 557 1,698 Legal retained earningsOther legal reserves 5,927 5,927 Voluntary retained earningsResults carried forward12 (1,230,898) (366,143)(Loss) / profit for the year12 (215,288) (864,755)Treasury shares6––Shareholders’ equity 3,566,593 3,465,776 Total liabilities and shareholders’ equity 3,574,978 3,492,185 3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 218NOTES TO THE FINANCIAL STATEMENTS 1. CORPORATE INFORMATIONDufry AG (the “Company”) is a publicly listed company. The shares of the Company are listed on the Swiss Stock Exchange (SIX) in Zurich.Dufry AG was incorporated in 1865 and is registered with the commercial register in the canton of Basel Stadt, Switzerland. The Company has registered offices in Basel, Brunngässlein 12.2. ACCOUNTING POLICIES2.1 BASIS OF PREPARATIONWe have prepared the statutory financial statements in accordance with the accounting principles as set out in Art. 957 to Art. 963b of the Swiss Code of Obligations (“CO”). Since we have prepared our consolidated financial statements in accordance with the International Financial Reporting Standards (“IFRS”), a recognized accounting standard, we have, in accordance with the CO, elected to forego presenting the statement of cash flows, the additional disclosures and the management report otherwise required by the CO. Our financial statements may be influenced by the creation and release of excess reserves.All amounts are presented in Swiss francs (“CHF”), unless otherwise indicated.Where not prescribed by law, the significant accounting and valuation principles applied are described below.2.2 THE ENTITY’S ABILITY TO CONTINUE AS A GOING CONCERN – COVID-19During 2021, the Group has taken the following measures in response to the ongoing COVID-19 pandemic: –The Group has materially reduced its cost structure and is continuing to manage its expenses, in particular the Group renegotiated, and it is continuing to align its concession payment commitments to the current business environment and in particular to reduce fixed payments; –In March 2021, Dufry issued a new convertible bond of CHF 500 million due in 2026;3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 219 –In April 2021, CHF 350 million convertible bonds issued in 2020 and due in 2023 were converted in shares; –In April 2021, the group issued two new senior bonds •EUR 725 million 3.375 % Senior Notes due 2028 and •CHF 300 million 3.625 % Senior Notes due 2026. –With the executed refinancing, there are no material maturities before 2024. Proceeds from the offering are mainly intended to be used to refinance existing bank debt (2017 Senior Euro Term Loan Facility – EUR 500 million).In addition, the lenders of the syndicated bank facility have agreed to extend the maturity of the 2017 Senior USD Term Loan Facility (USD 550 million). In February 2022, Dufry received commitment letters from the same lenders in which, among other things, the lenders committed to not formally test the financial covenants for the relevant periods until and including June 30, 2023, Dufry cannot predict extent or duration of the ongoing COVID-19 pandemic and its impact on the Group and its financial position, results of operations and cash flows. We are closely monitoring developments related to the ongoing pandemic and have taken and continue to take steps intended to mitigate the potential risks to us.Management believes that the actions that it has taken to date are sufficient to ensure the Group’s ability to continue as a going concern and has therefore pre-pared the consolidated financial statements on a going concern basis.2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESInvestments in subsidiariesInvestments are held at historical cost. The Company reviews the carrying amount of these investments annually, and if events and circumstances suggest that this amount may not be recoverable, an impairment is recognized in the statement of profit or loss.Treasury sharesTreasury shares are recognized at acquisition cost and deducted from shareholders’ equity. Gains or losses arising out of transactions with treasury shares are recorded in the statement of profit or loss.Share-based paymentsThe Company accrues personnel expenses related to share-based payment plans for the respective period in deferred income and accrued liabilities. Any difference between the acquisition costs of treasury shares and the accrual created for the plan will be recognized in the statement of profit or loss, when the shares are assigned to the member of the share-based payment plans. Current and non-current interest-bearing liabilitiesInterest-bearing liabilities are recognized at their nominal value in the statement of financial position.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 220Exchange rate differencesAll assets and liabilities denominated in foreign currencies are translated into CHF using year-end exchange rates, except investments in subsidiaries, which are rec-ognized at historical values. Net unrealized exchange losses are recognized in the statement of profit or loss and net unrealized gains are deferred within accrued expenses. Realized exchange gains or losses arising from business transactions denominated in foreign currencies are recognized in the statement of profit or loss. 3. DIRECT SUBSIDIARIESSHARE IN CAPITAL AND VOTING RIGHTSSHARE CAPITALCURRENCYIN THOUSANDS31.12.202131.12.202031.12.202131.12.2020Dufry International AG, Switzerland100 % 100 % 1,000 1,000 CHF Dufry Corporate AG, Switzerland100 % 100 % 100 100 CHF Dufry Holdings & Investments AG, Switzerland100 % 100 % 1,000 1,000 CHF 4. SIGNIFICANT SHAREHOLDERS’ PARTICIPATION IN PERCENTAGE (%) OF OUTSTANDING REGISTERED SHARES31.12.202131.12.2020Advent International Corporation10.10 % 17.55 % State of Qatar6.91 % 6.91 % Compagnie Financiere Rupert5.00 % 5.00 % Alibaba Group Holding Limited5.40 % –Franklin Resources, Inc.3.00 % –5. SHARE CAPITAL5.1 ORDINARY SHARESIN THOUSANDS OF CHFNUMBER OF SHARESSHARE CAPITALRESERVE FROM CAPITAL CONTRIBUTIONBalance at January 1, 2020 50,567,166 252,836 3,420,326 Share capital increases 29,696,516 148,483 782,403 Reclass from reserve from capital contribution for own shares held at subsidiaries–– 85,002 Balance at December 31, 2020 80,263,682 401,318 4,287,731 Share capital increases 10,533,325 52,667 292,320 Incentive for conversion of bond––(28,881)Reclass from reserve from capital contribution for own shares held at subsidiaries–– 1,140 Balance at December 31, 2021 90,797,007 453,985 4,552,310 In April 2021, 99.3 % of CHF 350 million (CHF 347.6 million) convertible bonds issued in 2020 and due in 2023 were converted into shares.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 221On April 20, 2020, Dufry has issued and placed 5,000,000 new shares out of the authorized capital at CHF 27.50 per share and the gross proceeds from the placement were CHF 137.5 million.On October 6, 2020, the Extraordinary General Meeting of Dufry approved the issuance and offering of an ordinary share capital increase of up to 24,696,516 shares with a nominal value of CHF 5.00 each.On October 20, 2020, the offering period closed and finally 24,696,516 new shares have been placed resulting in an increase of the share capital of CHF 123.5 million and a gross proceeds of CHF 820.4 million.5.2 CONDITIONAL SHARE CAPITALIN SHARESCHFBalance at January 1, 2020 888,432 4,442,160 Increase of conditional share capital 11,811,568 59,057,840 Balance at December 31, 2020 12,700,000 63,500,000 Conversion of the CHF 350 million bond(10,533,325)(52,666,625)Increase of conditional share capital 6,913,025 34,565,125 Balance at December 31, 2021 9,079,700 45,398,500 5.3 AUTHORIZED SHARE CAPITALIN SHARESNOMINAL VALUE IN CHFBalance at January 1, 2020 5,000,000 25,000,000 Share capital increase(5,000,000)(25,000,000)Balance at December 31, 2020––Balance at December 31, 2021––6. TREASURY SHARES IN THOUSANDS OFSHARESCHFBalance at January 1, 2020––Share purchases 618.8 16,892 Assigned to holders of PSU Awards(118.8)(3,142)Disposal of shares(500.0)(13,750)Balance at December 31, 2020––Balance at December 31, 2021––3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 2227. IMPAIRMENTS OF INVESTMENTS IN SUBSIDIARIESDufry AG has reviewed the valuation of its investments in Dufry International AG and Dufry Holdings & Investments AG, since its subsidiaries have been adversely affected by the COVID-19 pandemic. Based on the assessment performed, the Company recognized an impairment of CHF 223.5 (2020: 844.7) million.8. PERSONNEL EXPENSESThe Company recorded a reversal of a provision for share-based payment as the underlying performance conditions are not likely to be met. No new share-based payment plan was granted during the period. Dufry AG employed less than 10 employees in 2021 and 2020.9. GUARANTEE COMMITMENT REGARDING SWISS VALUE ADDED TAX (VAT)The Company belongs to the Swiss value added tax (VAT) group of Dufry Inter-national AG, and thus carries joint liability to the Swiss federal tax administration for VAT. Members of the VAT group as of December 31, 2021, are:DUFRY International AGDUFRY Corporate AGDUFRY Samnaun AGDUFRY Holdings & Investments AGDUFRY Participations AGDUFRY AGDUFRY Russia Holding AGDUFRY Altay AGDUFRY Trading AGThe Nuance Group AGDUFRY Basel Mulhouse AG3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 22310. CONTINGENT LIABILITIESThe Company jointly and severally with Dufry International AG and Dufry Financial Services B. V. guaranteed the following credit facilities:IN MILLIONS OFMATURITYCOUPON RATECURRENCYNOMINAL AMOUNT IN LOCAL CURRENCYDRAWN AMOUNT IN CHFMAIN BANK CREDIT FACILITIESCommitted 5-years term loan03.11.2024USD 550.0 501.7 5+1+1 – years revolving credit facility (multi-currency)03.11.2024EUR 1,300.0 –Subtotal 501.7 SENIOR NOTESSenior notes15.04.20283.38 % EUR 725.0 752.0 Senior notes15.04.20263.63 % CHF 300.0 300.0 Senior notes15.10.20242.50 % EUR 800.0 829.8 Senior notes15.02.20272.00 % EUR 750.0 778.0 Convertible notes30.03.20260.75 % CHF 500.0 500.0 Mandatory convertible notes18.11.20234.10 % CHF 69.5 –Subtotal 3,159.8 GUARANTEE FACILITYUncommitted guarantee facilityn. a.EUR 49.0 53.0 Subtotal 53.0 At December 31, 2021 3,714.5 IN MILLIONS OFMATURITYCOUPON RATECURRENCYNOMINAL AMOUNT IN LOCAL CURRENCYDRAWN AMOUNT IN CHFMAIN BANK CREDIT FACILITIESCommitted 5-years term loan03.11.2022USD 700.0 619.6 Committed 5-years term loan (multi-currency)03.11.2022EUR 500.0 527.6 5+1+1 – years revolving credit facility (multi-currency)03.11.2024EUR 1,300.0 421.0 12+6+6-months term loan29.05.2021EUR 367.0 –Subtotal 1,568.2 SENIOR NOTESSenior notes15.10.20242.50 % EUR 800.0 865.1 Senior notes15.02.20272.00 % EUR 750.0 811.1 Convertible notes04.05.202311.00 % CHF 350.0 350.0 Mandatory Convertible Note18.11.20234.10 % CHF 69.5 69.5 Subtotal 2,095.7 GUARANTEE FACILITYUncommitted guarantee facilityn. a.EUR 49.0 53.0 Subtotal 53.0 At December 31, 2020 3,716.9 1 Early conversion in April 2021 (see note 29 in Consolidated Financial Statements).There were no assets pledged as of December 31, 2021 and 2020.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 22411. PARTICIPATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GLOBAL EXECUTIVE COMMITTEE IN DUFRY AGThe following members of the Board of Directors or of the Global Executive Committee of Dufry AG (including related parties) held directly or indirectly shares or share options of the Company at December 31, 2021 and December 31, 2020 (members not listed do not hold any shares or options):31.12.202131.12.2020IN THOUSANDSSHARESOUTSTANDING UNVESTED PSU 1PARTICIPATIONSHARESOUTSTANDING UNVESTED PSU 1PARTICIPATIONMEMBERS OF BOARD OF DIRECTORSJuan Carlos Torres Carretero, Chairman 556.2 –0.61 % 758.3 –0.94 % H. Jo Min, Lead Independent Director 0.7 –0.00 % 0.7 –0.00 % Jorge Born, Director 31.7 –0.03 % 31.7 –0.04 % Julián Diáz Gonzalez, Director and Group CEO 153.2 57.4 0.23 % 230.3 28.90.32 % Steven Tadler, Director 19.0 –0.02 % 19.0 –0.02 % Lynda Tyler-Cagni, Director 3.6 –0.00 % 3.6 –0.00 % Total Board of Directors 764.4 57.4 0.91 % 1,043.6 28.9 1.34 % MEMBERS OF GLOBAL EXECUTIVE COMMITTEEJulián Diáz Gonzalez, Director and Group CEO 153.2 57.4 0.23 % 230.3 28.90.32 % Yves Gerster, CFO 3.7 20.3 0.03 % 3.7 5.3 0.01 % Eugenio Andrades, CEO Operations 2.0 22.3 0.03 % 5.3 12.6 0.02 % Andrea Belardini, Chief Commercial Officer 19.1 21.3 0.04 % 13.7 10.3 0.03 % Luis Marin, Global Chief Corporate Officer 10.8 21.3 0.04 % 10.8 9.0 0.02 % Pascal C. Duclos, Group General Counsel– 21.3 0.02 % – 12.6 0.02 % Sarah Branquinho, Chief Diversity & Inclusion Officer 0.4 3.1 0.00 % n / a n / a n / aADDITIONAL FORMER MEMBERS OF GLOBAL EXECUTIVE COMMITTEE (IN 2020)José Antonio Gea, Deputy Group CEOn / a n / a n / a 41.7 17.1 0.07 % Roger Fordyce, CEO North American / a n / a n / a 4.5 –0.01 % Total Global Executive Committee 189.2 167.0 0.39 % 310.0 95.8 0.51 % 1 Outstanding unvested Performance Share Units (PSU) at target level.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 In addition to the above, Juan Carlos Torres holds sale positions of 0.12 % through options (114,420 voting rights) and Julián Díaz González holds a sale position of 0.04 % through options (40,200 voting rights) as of December 31, 2021 (as of December 31, 2020: the shareholders’ group consisting, among others, of different entities controlled by Juan Carlos Torres and Julián Díaz González holds sale positions of 0.97 % through options (778,160 voting rights). This group has been terminated as per June 18, 2021. The detailed terms of these financial instruments are as disclosed to SIX Exchange Regulation and published on January 9, 2021. Disclosure notices are available on the SIX Exchange Regulation website: www.ser-ag.com/en/resources/notifications-market-participants/ significant-shareholders.html#/ 2253 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 22612. MATERIAL INDIRECT SUBSIDIARIESH = Holding R = Retail D = Distribution CenterAS OF DECEMBER 31, 2021LOCATIONCOUNTRYTYPEOWNERSHIP IN %SHARE CAPITAL IN THOUSANDSCURRENCYEUROPE, MIDDLE EAST AND AFRICA (EMEA)WDFG UK LimitedLondonUKR100 360 GBPWDFG Ferries LimitedLondonUKR100 50 GBPWorld Duty Free Group S.AU.MadridSpainH / R100 19,831 EURSociedad de Distribucion Comercial Aeroportuaria de Canarias, S.L.TeldeSpainR60 717 EURUrart Gumr. Magaza Isletm. ve Ticaret A.S.AntalyaTurkeyR100 1,728 TRYHellenic Duty Free Shops S.A.AthensGreeceR100 397,535 EURHellenic Distributions S.A.AthensGreeceD100 6,296 EURDufrital SpAMilanItalyR60 466 EURDufry Basel-Mulhouse AGBaselSwitzerlandR100 100 CHFThe Nuance Group AGZurichSwitzerlandR100 82,100 CHFAldeasa Jordan Airports Duty Free Shops LtdAmmanJordanR100 500 JODNuance Group (Sverige) ABStockholmSwedenR100 100 SEKDufry EastMoscowRussiaR100 19,758 RUBRegstaer-SP LLCSt. PetersburgRussiaR51 10 RUBRegStaer M LtdMoscowRussiaR31 10,010 RUBDufry Sharjah FZCSharjahU. Arab. EmiratesR50 150 AEDDufry Maroc SARLCasablancaMoroccoR80 2,500 MADWorld Duty Free Group Germany GmbHDüsseldorfGermanyR100 250 EURWorld Duty Free Group Helsinki LtdVantaaFinlandR100 2,500 EURDufry France SANiceFranceR100 1,100 EURWDFG SA, Kuwait BranchKuwait CityKuwaitR100 2,383 KWDNuance Group (Malta) LtdLuqaMaltaR52 2,795 EURD. d.o.o. BelgradeBelgradeSerbiaR100 693,078 RSDNuance Group (India) Pvt. LtdBangaloreIndiaR100 1,035,250 INRDufry Shops Colombo LimitedColomboSri LankaR100 30,000 LKRADF Shops CJSCYerevanArmeniaR100 553,825 AMDWDFG France SNC, EurotunnelNeuilly Sur SeineFranceR100 5 EURNuance BG ADSofiaBulgariaR50 2,000 BGNASIA PACIFICThe Nuance Group (HK) LtdHong KongChinaR100–HKDThe Nuance Group (Macau) LtdMacauChinaR100 500 MOPDufry (Shanghai) Commercial Co., LtdShanghaiChinaR100 123,547 CNYNuance Group (Australia) Pty LtdMelbourneAustraliaR100 209,983 AUDDufry Thomas Julie Korea Co. LtdBusanSouth KoreaR45 1,000,000 KRWTHE AMERICASDufry do Brasil DF Shop LtdaRio de JaneiroBrazilR87 315,037 BRLDufry Lojas Francas LtdaSao PauloBrazilR87 234,760 BRLDufry Mexico SA de CVMexico CityMexicoR100 4,250 MXNInterbaires SABuenos AiresArgentinaR100 1,764,567 ARSInversiones Tunc, SASanto DomingoDominican RepublicR100 100 DOPAlliance Duty Free, LLCSan JuanPuerto RicoR100 2 USDNavinten SAMontevideoUruguayR100 3,700 UYUAldeasa Chile, LtdSantiago de ChileChileR100 2,517 USDDufry Jamaica LtdSt. JamesJamaicaR100–USD3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 227AS OF DECEMBER 31, 2021LOCATIONCOUNTRYTYPEOWNERSHIP IN %SHARE CAPITAL IN THOUSANDSCURRENCYDFC Ltd – BarbadosSt. MichaelBarbadosR100 10,000 BBDDufry Colombia SASBogotaColombiaR100 100,100 COPDufry Aruba N.V.OranjestadArubaR100 1,800 AWGABC Netherlands LLCSan JuanPuerto RicoR100 10 USDThe Nuance Group (Canada) Inc.TorontoCanadaR100 1,017 CADWDFG Vancouver LPVancouverCanadaR100–CADAMS Canada, Vancouver Int. AirportVancouverCanadaR100–CADHudson Group Canada IncVancouverCanadaR100–CADDufry Cruise Services, Inc.MiamiUSAR100–USDSeattle Air VenturesOlympiaUSAR75–USDHudson Group (HG) Retail, LLCNew JerseyUSAH / R100–USDHudson Las Vegas JV Hudson News O’Hare JVLas VegasUSAR73–USDWDFG North America LLCDelawareUSAH / R100–USDHG Logan Retailers JVBostonUSAR80–USDAirport Management Services LLCLos AngelesUSAH / R100–USDJFK Air Ventures II JVNew YorkUSAR80–USDHG Magic Concourse TBITLos AngelesUSAR68–USDHG Midway JVChicagoUSAR65–USDHG Denver JVDenverUSAR76–USDHG-Multiplex-Regali Dallas JVDallasUSAR75–USDHG St Louis JVSt. LouisUSAR70–USDHG National JVVirginiaUSAR70–USDHG PHL Retailers JVPhiladelphiaUSAR65–USDWDFG TAC ATL Retail LLC, AtlantaDelawareUSAR86–USDHG-KCGI-TEI JFK T8 JVNew YorkUSAR85–USDWDFG LTL ATL JV LLC, AtlantaDelawareUSAR70–USDLAX Retail Magic 2 JVLos AngelesUSAR73–USDHG-CV-Epicure-Martinez San Diego, JVSan DiegoUSAR71–USDLAX Retail Magic 3-4 JVLos AngelesUSAR75–USDHudson Cleveland JVClevelandUSAR70–USDWDFG Houston 8 2014 LLCHoustonUSAR60–USDHG LGA Retailers JVNew YorkUSAR79–USDHG SLC Retailers JVSalt Lake CityUSAR100–USDHudson-NIA JFK T1 JVNew YorkUSAR90–USDGLOBAL DISTRIBUTION CENTERSInternational Operations & Services (HK) LtdHong KongHong KongD100 109,000 HKDDufry International LtdBaselSwitzerlandH / D100 6,100 CHFInternational Operations & Services (UY) S.A.MontevideoUruguayD100 700 UYUInternational Operations & Services (USA) LLCMiamiUSAD100 398 USDOTHER COMPANIESDufry Financial Services B.V.EindhovenNetherlandsH100–EURDufry One BVEindhovenNetherlandsH100–EUR3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 22813. EVENTS AFTER REPORTING DATEOn February 24, 2022, the Russian Federation initiated a military attack on the Ukraine. Management is assessing its direct impact on the Company and is moni-toring the situation. The more indirect impact on the travel and travel retail busi-ness worldwide cannot be assessed reliably at the time of approval of the consol-idated financial statements.PROPOSED APPROPRIATION OF RETAINED EARNINGS AND CAPITAL DISTRIBUTION IN THOUSANDS OF CHF20212020Proposed appropriation of retained earningsResult carried forward(1,230,898)(366,143)Loss for the year(215,288)(864,755)Retained earnings at December 31(1,446,186)(1,230,898)Proposed distribution out of retained earnings Balance at beginning of the year 4,287,731 3,420,326 Distribution out of reserve from capital contribution––Share capital increase 292,320 782,403 Incentive for conversion of bond(28,881)–Reclass from reserve from capital contribution for own shares held at subsidiaries 1,140 85,002 Reserve from capital contribution at December 31 4,552,310 4,287,731 3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 Deloitte AG Pfingstweidstrasse 11 8005 Zürich Schweiz Phone: +41 (0)58 279 60 00 Fax: +41 (0)58 279 66 00 www.deloitte.ch 229To the General Meeting of Dufry AG, BaselBasel, March 3, 2022Statutory Report on the Audit of the Financial StatementsOpinionWe have audited the financial statements of Dufry AG, which comprise the statement of financial position as at December 31, 2021, statement of profit or loss and notes to the financial statements for the year then ended, includ-ing summary of significant accounting policies. In our opinion the financial statements as at December 31, 2021, presented on pages 216 to 228, comply with Swiss law and the company’s articles of incorporation.Basis for OpinionWe conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Our responsibilities under those provisions and standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the entity in accordance with the provisions of Swiss law and the require-ments of the Swiss audit profession and we have fulfilled our other ethical responsibilities in accordance with these requirements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.Report on Key Audit Matters based on the circular 1/2015 of the Federal Audit Oversight AuthorityKey Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.Valuation of investments in subsidiariesKey Audit MatterAs described in Notes 2.3, 3 and 7 to the financial statements, Dufry AG holds investments in Dufry Group companies with the carrying value of CHF 2,780.2 million (2020: CHF 3,003.7 million), representing 78 % (2020: 86 %) of the total assets. As at December 31, 2021 management recorded an impairment charge of CHF 223.5 million (2020: 844.7 million).In accordance with Article 960.1 CO, each investment held is valued individually and reviewed annually for impairment indicators. Each investment showing impairment indicators is tested for impairment and an impairment would need to be recorded by management if the recoverable amount is lower than the carrying amount. The impairment test and in particular the assessment of the recoverable amount of each investment is complex and contains judgment. The assessment is dependent on the assumptions of cash flow projections used in the impairment tests. Key assumptions are projected sales growth rates for the forecast period and the weighted average cost of capital applied.Given the high level of judgment and complexity of the estimations, combined with the significance of the above amounts to the financial statements as a whole, we assessed management’s estimates in relation to investments to be a key audit matter.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 230How the scope of our audit responded to the Key Audit MatterWe obtained an understanding of the controls around the review of management’s judgment in the identification of impairment indicators, the review of key assumptions used in the impairment test and the review of the impairment models.We assessed the appropriateness of the mathematical integrity and valuation methodology used in the impairment tests. We challenged the key inputs and assumptions used in impairment tests of the investments in the Dufry Group companies.We performed analyses over the projected sales growth rates used in the cash flow projections during the forecast period. We independently determined the weighted average cost of capital (WACC) and compared them against management’s assumptions, with the support of our valuation specialists.We assessed the adequacy of investment related disclosures in note 7 to the financial statements.Responsibility of the Board of Directors for the Financial StatementsThe Board of Directors is responsible for the preparation of the financial statements in accordance with the provisions of Swiss law and the company’s articles of incorporation, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.In preparing the financial statements, the Board of Directors is responsible for assessing the entity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the entity or to cease operations, or has no realistic alternative but to do so.Auditor’s Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and Swiss Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.A further description of our responsibilities for the audit of the financial statements is located at the website of EXPERTsuisse: http://expertsuisse.ch/en/audit-report-for-public-companies.This description forms part of our auditor’s report.Report on Other Legal and Regulatory RequirementsIn accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the Board of Directors.We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved.Deloitte AG Andreas Bodenmann Fabian HellLicensed audit expert Licensed audit expert(Auditor in charge)3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 231DUFRY’S ALTERNATIVE PERFORMANCE MEASURESDufry believes that disclosing adjusted results of the Group’s performance enhances the financial markets’ understanding of the company because the adjusted results enable better comparison across years. Adjusted results exclude exceptional expenses and income such as acquisitions, divestitures, impairments and amortization of acquisition-related intangible assets, which can differ signifi-cantly from year to year, as well as recurring solely IFRS 16 accounting-related items such as interest on lease obligations. For this same reason, Dufry uses these adjusted results in addition to IFRS as important factors in internally assessing the Group’s performance.Organic growthIN MILLIONS OF CHF20212020Like-for-like39.0 % (67.2 % )Net new concessions14.2 % (2.6 % )Organic Growth53.2 % (69.8 % )Organic growth describes the turnover growth of the Company in CHF excluding turnover from acquisition and disinvestments to allow for annual comparison of Dufry Group’s operational performance. Turnover, consisting of net sales and advertising, is converted at constant previous year exchange rates. Organic growth is further split into Like for Like (LFL) growth and Net new conces-sions. LFL growth considers only shops that were open and comparable under same conditions with last year. Shops that are not comparable are adjusted as scope effects and are being reported as Net new concessions. Adjusted operating profitIN MILLIONS OF CHF20212020Operating profit / (loss)(66.2)(2,500.8)Adjusted for:Amorization of concession rights 1 195.5 251.1 Impairment of concession rights 1 224.0 556.8 Impairment of goodwill 21.6 131.1 Adjusted operating profit / (loss) 374.9 (1,561.6)1 Related to acquisitions.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 232Adjusted operating profit is calculated from operating profit before amortizations and impairments of acquisition related intangible assets (i. e. concession rights and goodwill). The aim of this performance measure is to simply exclude the impacts of previously undertaken acquisitions, to focus on current year’s operational perfor-mance of Dufry Group and its segments.Adjusted net profit & Adjusted earnings per share (EPS)IN MILLIONS OF CHF20212020Net profit / (loss) attributable to equity holders of the parent(385.4)(2,513.7)Amortization of concession rights 1 195.5 251.1 Impairment of concession rights 1 224.0 556.8 Impairment of goodwill 21.6 131.1 Interest on lease obligations 109.8 178.7 Deferred income tax on above lines(128.0)(172.6)Non-controlling interests on above lines(14.1)(89.8)Adjusted net profit 23.4 (1,658.4)Weighted average number of ordinary shares outstanding87,784,450 58,450,437 Adjusted EPS in CHF0.27 (28.37)1 Related to acquisitions.Adjusted net profit is calculated from net profit / (loss) attributable to equity holders of the parent before amortizations and impairments of acquisition related intangible assets (i. e. concession rights and goodwill) and acquisition- / divestment-related transaction costs. Further, adjusted net profit excludes IFRS-16 lease interest. The rational to exclude lease interest is to eliminate the front load effect of a new concession agreement with fixed MAG payments and to make the perfor-mance measure comparable over time.As Dufry’s concession agreement vary significantly in relation to concession length and magnitude of contractual volume (fixed minimal annual guarantees (MAG) payments), as such one single new concession can have a material impact on lease interest in the year of the commencement of the lease and in the subsequent years.On all of the above-mentioned lines, deferred tax and minority interest are de-ducted. For the calculation of adjusted earnings per share the average weighted numbers of ordinary shares outstanding during the period is considered. Both metrics measure the value generated for shareholders of the Company and allow for annual comparison. Financial net debtIN MILLIONS OF CHF31.12.202130.12.2020Borrowings (current and non-current) 3,816.9 3,704.5 Financial derivatives liability – Borrowings 63.5 –Less financial derivatives assets – Borrowings(7.4)–Less cash and cash equivalents(793.5)(360.3)Financial net debt 3,079.5 3,344.2 Dufry’s financial net debt is not considering IFRS 16 related leases obligations. This alternative performance measure reflects the debt position of the Company con-sidered by our banks and financial institutions and is used by Dufry’s lenders to calculate covenants under the bank financing agreements.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 233Core net working capitalIN MILLIONS OF CHF31.12.202131.12.2020Inventories 692.2 659.6 Trade and credit card receivables 85.3 17.1 Less trade payables(335.2)(154.9)Core net working capital 442.3 521.8 As a retail company, working capital management related to all trade-related items is one of the main focus areas. For better transparency, Dufry provides details on its trade-related core net working capital including inventories, trade and credit card receivables and trade payables.CapexIN MILLIONS OF CHF20212020Purchase of property, plant and equipment(74.3)(101.1)Purchase of intangible assets(16.9)(17.9)Other investing activities– 0.5 Proceeds from sale of property, plant and equipment 3.1 12.5 Capex(88.1)(106.0)Capex includes purchase of property, plant, equipment, intangible assets, other investing activities and proceeds from sale of property, plant, equipment. Any pur-chase or proceeds related to financial assets are not included within the definition as not considered core to Dufry’s business operations and as those activities might differ over time.Adjusted operating cash flow (Pre IFRS 16 adj. EBITDA approximation)IN MILLIONS OF CHF20212020Cash flow before working capital changes 622.4 (4.1)Lease payments (478.4) (405.7)Proceeds from lease income 3.1 3.9 Adjusted operating cash flow 147.1 (405.9)Adjusted operating cash flow is winding out the IFRS 16 impact. It is therefore calculated from cash flow before working capital changes less lease MAG payments and adds proceeds from lease income. It reflects Dufry’s cash generation from operations by considering full amount of concession fee payments. IFRS 16 lease accounting, results in a lower reflection of concession fees as part of operating cash flow and with a corresponding increase in the cash flow from financing activities The adjustment therefore considers an effective view on Dufry’s opera-tions and related cash flows. We believe that the adjusted operating cash flow provides an approximation of the pre-IFRS 16 EBITDA. It is used by Dufry’s lenders to calculate covenants under the bank financing agreements.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2021 234Equity free cash flowIN MILLIONS OF CHF20212020Net cash flow from operating activities 678.2 (345.3)Lease payments (478.4) (405.7)Proceeds from lease income 3.1 3.9 Capex (88.1) (106.0)Interest received 11.0 23.3 Free cash flow 125.8 (829.8)Interest paid (140.9) (168.8)Cash flow related to minorities (24.4) (34.7)Proceeds from other financial assets 6.1 6.0 Equity free cash flow (33.4) (1,027.3)Acquisition of Hudson shares– (275.4)Financing activities, net 343.8 1,020.5 FX adjustments and other 1 (45.7) 39.9 Decrease / (Increase) in financial net debt 264.7 (242.3)CHANGE IN FINANCIAL NET DEBT– At the beginning of the period 3,344.2 3,101.9 – At the end of the period 3,079.5 3,344.2 1 FX adjustments and other mainly includes FX impact on change in financial net debt and amortization of arrangement fees.Free cash flow is calculated as net cash flow from operating activities less net lease payments, less Capex plus interest received. It adjusts for fixed MAG lease payments to provide an effective measure of Dufry’s cash flow generation from operations and investing activities. IFRS 16 lease accounting partly reflects cash flow in relation of leases as lease payments within financing activities. We consider lease payments in relation to MAG as a major operating cash flow element, rather than a financing transition suggested by the accounting standard.Equity free cash flow measures the relevant cash generation of the Company and provides the basis for further capital allocation decisions. It therefore can be con-sidered the single-most important KPI from a shareholder perspective, reflecting the amount of cash available for creating value to investors. Equity Free Cash Flow is calculated as net cash flow from operating activities less net lease payments, Capex, net interest, cash flow related to minorities and cash flow related to other financial items. It is least affected from any accounting treatments including IFRS 16 lease accounting and allows for comparison of Dufry’s cash flows from underlying equity.The financial reports are available under:https://www.dufry.com/en/investors/ir-reports-presentations-and-publications Page section “Presentation of results and other publications” – select Financial ReportsFor the Investor Relations and Corporate Communications contacts as well as a summary of anticipated key dates in 2022 please refer to pages 280 – 281 of this Annual Report.4 Governance Report DUFRY ANNUAL REPORT 2021 CORPORATE GOVERNANCE INTRODUCTION 1. GROUP STRUCTURE AND SHAREHOLDERS This Report is prepared in accordance with the Corporate Governance Directive (DCG) of SIX Ex- change Regulation. All information within this Corpo- rate Governance Report and within the Remuneration Report (see page 260) refers to the Company Organi- zation, Internal Regulations and Articles of Incor- poration that were in effect as of December 31, 2021 (if not specifically mentioned otherwise). The Articles of Incorporation are available on the Company website, www.dufry.com, section Investors – Corporate Governance – Articles of Incorporation: www.dufry.com/en/investors/corporate-governance page section “Featured downloads – Articles of Incor- poration”. Dufry engages with shareholders, analysts and inves- tors on a regular basis to better understand their ex- pectations, needs and concerns as part of the com- pany’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 mat- ters. In this context, management and the investor re- lations team had more than 1,700 contacts with equity and debt investors, analysts and rating agencies in the form of personal meetings, video conferences, calls and emails in 2021. The COVID-19 pandemic continued to impact the or- ganization and conduct of the Annual General Meet- ing of Shareholders in 2021, as well as the physical at- tendance of members of the Board of Directors at its meetings and at meetings of the Board Committees. The specific details are explained in the respective sections. 1.1 GROUP STRUCTURE For an overview of the management organizational chart and operational Group structure, please refer to page 17 of this Annual Report. Listed company as of December 31, 2021 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 4,099,484,866 as of December 31, 2021 PERCENTAGE OF SHARES HELD BY DUFRY AG 0.01 % of Dufry AG share capital as of December 31, 2021 SECURITY NUMBERS Registered shares: ISIN-Code CH0023405456, Swiss Security-No. 2340545, Ticker Symbol DUFN Non-listed consolidated entities as of December 31, 2021 For a table of the operational non-listed consolidated entities please refer to page 226 in the section Finan- cial Statements of this Annual Report*. * Including the company names, locations, percentage of shares held, share capital. The list of consolidated entities does not include all subsidiaries of the Company, but the most important subsidiaries in terms of sales for Retail and Distribution Center companies and in terms of total assets for holding companies. 235 4 Governance Report DUFRY ANNUAL REPORT 2021 1.2 SIGNIFICANT SHAREHOLDERS Pursuant to the information provided to the Company by its shareholders in compliance with the Financial Market Infrastructure Act during 2021, the following shareholders disclosed significant positions as of December 31, 2021 1. Further details regarding these shareholders and shareholder groups as well as additional information regarding the individual disclosure notices in 2021 are available on the website of SIX Exchange Regulation at: www.ser-ag.com/en/resources/notifications-market- participants/significant-shareholders.html#/. SHAREHOLDER Advent International Corporation 3 State of Qatar 4 Alibaba Group Holding Limited 5 Compagnie Financière Rupert 6 Franklin Resources 7 Through shares Long position through financial instruments 2 Total long position 10.1 % 6.91 % 5.4 % 5.00 % 3.00% – 1.13 % 2.3 % – – 10.1 % 8.04 % 7.7 % 5.00 % 3.00 % 1 2 3 4 The percentage of voting rights has to be read in context with the relevant and applicable stock exchange and disclosure rules. The actual shareholdings may differ from the figures indicated in the table, as the Company must only be notified by its shareholders if one of the thresholds defined in Article 120 of the Financial Market Infrastructure Act is crossed. Financial instruments such as convertible bonds. 5 Shares and financial instruments directly held by the legal entity Taobao China Holding Limited, Hong Kong S.A.R. / China. The beneficial holder of the shares (and mandatory convertible bonds) is Alibaba Group Holding Limited, Grand Cayman, Cayman Islands. 6 Shares directly held by Richemont Luxury Group Ltd, St Helier / Jersey. The beneficial holder of the shares is Compagnie Financière Rupert, Geneva / Switzerland. Shares directly held by the legal entity AI Louvre (Luxembourg) S.à.r.l., Luxembourg / Grand Duchy of Luxembourg. The beneficial holder of the shares Advent International Corporation, Boston, MA / USA. 7 Shares and financial instruments directly held by Qatar Holding LLC, Doha / Qatar. The beneficial holder of the shares is the Qatar Invest- ment Authority, Doha / Qatar, which was established and is controlled by the State of Qatar. Shares directly held by Franklin Mutual Advisers, LLC, Short Hills / USA, Franklin Advisors Services, LLC, San Mateo / USA and Fiduciary Trust International, LLC, Lincoln / USA. The position includes 0.22 % of voting rights that were delegated by a third party and can be exercised at Franklin’s own discretion, as well as 0.004 % of voting rights due to securities lending without time limit. The beneficial owner / persons that can exercise the voting rights at their own discretion is Franklin Resources, Inc., San Mateo / USA. In addition, Dufry AG disclosed a purchase position and a sale position as further described here: www.ser-ag.com/en/resources/notifications-market- participants/significant-shareholders.html#/. Both disclosure notices are available on the website of SIX Exchange Regulation at: www.ser-ag.com/en/resources/notifications-market- participants/significant-shareholders.html#/. 1.3 CROSS-SHAREHOLDINGS Dufry AG has not entered into cross-shareholdings with other companies in terms of capital sharehold- ings or voting rights in excess of 5 %. Understandings among shareholders In fiscal year 2021, the previously existing lock-up agreement between the legal entities AI Louvre (Luxem- bourg) S.à.r.l. and Taobao China Holding Limited, rep- resenting the interests of Advent International Corpo- ration and Alibaba Group Holding Limited, respectively, expired on April 22, 2021 (see disclosure notice pub- lished on April 27, 2021). The group of shareholders consisting of various com- panies and legal entities representing the interests of Andrés Holzer Neumann, Julián Díaz González, Juan Carlos Torres Carretero, James S. Cohen and James S. Cohen Family Dynasty Trust and the related share- holder agreements were terminated as of June 18, 2021 (see disclosure notice dated June 24, 2021). 236 4 Governance Report DUFRY ANNUAL REPORT 2021 2. CAPITAL STRUCTURE 2.1 SHARE CAPITAL As of December 31, 2021, the Company’s capital struc- ture 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 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 AUTHORIZED CAPITAL None For the website link regarding the Articles of Incorpo- ration referred to in the following chapters please see page 259 of this Corporate Governance Report. 2.2 DETAILS ON CONDITIONAL AND AUTHORIZED CAPITAL Conditional capital Article 3bis of the Articles of Incorporation, dated May 18, 2021, reads as follows: 1. The share capital may be increased in an amount not to exceed CHF 45,398,500 by the issuance of up to 9,079,700 fully paid registered shares with a nomi- nal value of CHF 5.00 each through the exercise of conversion and / or option rights granted in connec- tion with the issuance of newly or already issued convertible debentures, debentures with option rights or other financing instruments by the Com- pany or one of its group companies. 2. The preferential subscription rights of the sharehold- ers shall be excluded in connection with the issuance of convertible debentures, debentures with option rights or other financing instruments. The then cur- rent owners of conversion and / or option rights shall be entitled to subscribe for the new shares. 3. The acquisition of shares through the exercise of conversion and / or option rights and each subse- quent transfer of the shares shall be subject to the restrictions set forth in Article 5 of these Articles of Incorporation. 4. The Board of Directors may limit or withdraw the right of the shareholders to subscribe in priority to convertible debentures, debentures with option rights or similar financing instruments when they are issued, if: a) an issue by firm underwriting by one or several banks with subsequent offering to the public with- out preferential subscription rights seems to be the most appropriate form of issue at the time, particularly in terms of the conditions or the time plan of the issue; or b) the issuance occurs in domestic or international capital markets or through a private placement; or c) the instruments are issued in connection with the financing or refinancing of the acquisition of an enterprise or parts of an enterprise or with par- ticipations or new investments of the Company or one of its group companies. 5. If advance subscription rights are denied by the Board of Directors, the following shall apply: a) Conversion rights may be exercised only for up to 15 years; and option rights only for up to 7 years from the date of the respective issuance. b) The respective financing instruments must be is- sued at the relevant market conditions. The conditional capital of CHF 45,398,500 represents approx. 10 % of the issued ordinary share capital of the Company registered in the commercial register as of December 31, 2021. Authorized capital As of December 31, 2021, the Company has no autho- rized capital. 2.3 CHANGES IN CAPITAL OF DUFRY AG NOMINAL SHARE CAPITAL December 31, 2019 December 31, 2020 December 31, 2021 CONDITIONAL CAPITAL December 31, 2019 December 31, 2020 December 31, 2021 AUTHORIZED CAPITAL December 31, 2019 December 31, 2020 December 31, 2021 CHF 252,835,830 CHF 401,318,410 CHF 453,985,035 CHF 4,442,160 CHF 63,500,000 CHF 45,398,500 CHF 25,000,000 None None Changes in capital in 2021 On March 24, 2021, Dufry announced the successful completion of an offering of CHF 500 million new con- vertible bonds with a coupon of 0.75 % and a conver- sion price of CHF 87.00, due 2026. At the same time, the Company also announced the launch of a volun- tary incentive offer to the holders of the existing CHF 350 million 1.0 % convertible bonds due 2023, by which Dufry offered such holders an incentive pay- ment for the exercise of their conversion rights within the acceptance period. 237 4 Governance Report DUFRY ANNUAL REPORT 2021 On April 6, 2021, Dufry successfully completed this vol- untary incentive offer regarding the CHF 350 million 1.0 % convertible bonds due 2023. The offer was ac- cepted by holders of convertible bonds with an aggre- gate principal amount of CHF 347.6 million (99.3 %), who received 10,533,325 fully paid registered shares of Du- fry (conversion was effected at a conversion price of CHF 33.00). The remaining 0.7 % of bonds were, upon exercise of the issuer’s clean-up call, redeemed at par in cash. The ordinary share capital of Dufry increased through this bond conversion to CHF 453,985,035 (90,797,007 shares) and the conditional capital was re- duced to CHF 10,833,375 (2,166,675 shares). The change in the ordinary share capital and conditional capital was registered in the commercial register on April 14, 2021. Changes in capital in 2019 At the Annual General Meeting of Shareholders on May 9, 2019, shareholders approved the Board of Directors’ proposal to cancel the 3,304,541 registered shares purchased under the share buyback program completed on October 31, 2018. As a result, the share capital decreased from CHF 269,358,535 (53,871,707 shares) to CHF 252,835,830 (50,567,166 shares). The change in capital was registered in the commercial register on July 22, 2019. The same Annual General Meeting of Shareholders also approved the Board of Directors’ proposal to cre- ate authorized capital in the amount of CHF 25,000,000 (5,000,000 shares). At the Annual General Meeting of Shareholders on May 18, 2021, shareholders approved the Board of Di- rectors’ proposal to increase the remaining condi- tional capital from CHF 10,833,375 (2,166,675 shares) to CHF 45,398,500 (9,079,700 shares) to allow physi- cal settlement of the new CHF 500 million 0.75 % con- vertible bonds due 2026. The change of the conditional capital was registered in the commercial register on May 19, 2021. Changes in capital in 2020 On April 23, 2020, Dufry successfully completed the placement of 5,000,000 new shares and 500,000 trea- sury shares, by way of an accelerated bookbuilding. The 5,000,000 new shares were issued from the existing au- thorized capital. Thereafter the ordinary share capital amounted to CHF 277,835,830 (55,567,166 shares) and the authorized capital to zero. The change in capital was registered in the commercial register on April 24, 2020. At the Annual General Meeting of Shareholders on May 18, 2020, shareholders approved the Board of Di- rectors’ proposal to increase the previously existing conditional capital from CHF 4,442,160 (888,432 shares) to CHF 63,500,000 (12,700,000 shares). The change of the conditional capital was registered in the commercial register on May 19, 2020. At the Extraordinary General Meeting of Shareholders on October 6, 2020, shareholders approved the Board of Directors’ proposal for an ordinary increase of the share capital by a maximum of up to CHF 125,000,000 (25,000,000 shares). On October 20, 2020, Dufry suc- cessfully completed the capital increase in an amount of CHF 123,482,580 (24,696,516 shares). After the cap- ital increase, the ordinary share capital amounted to CHF 401,318,410 (80,263,682 shares). The change in capital was registered in the commercial register on October 21, 2020. 2.4 SHARES As of December 31, 2021, the share capital of Dufry AG is divided into 90,797,007 fully paid in registered shares with a nominal value of CHF 5 each. The Company has only one category of shares. The shares are issued in registered form. All shares are en- titled to dividends if declared. Each share entitles its holder to one vote. The Company maintains a share register showing the name and address of the share- holders or usufructuaries. Only persons registered as shareholders or usufructuaries of registered shares in the share register shall be recognized as such by the Company. 2.5 PARTICIPATION CERTIFICATES AND PROFIT SHARING CERTIFICATES The Company has not issued any non-voting equity securities, such as participation certificates (“Par- tizipationsscheine”) or profit sharing certificates (“Genussscheine”). 2.6 LIMITATION ON TRANSFERABILITY AND NOMINEE REGISTRATION OF REGISTERED SHARES – Only persons registered as shareholders or usufruc- tuaries of registered shares in the share register shall be recognized as such by the Company. In the share register, the name and address of the share- holders or usufructuaries is recorded. Changes must be reported to the Company. – Acquirers of registered shares shall be registered as shareholders with the right to vote, provided that they expressly declare that they acquired the shares in their own name and for their own account. – The Board of Directors may register nominees with the right to vote in the share register to the extent 238 4 Governance Report DUFRY ANNUAL REPORT 2021 of up to 0.2 % of the registered share capital as set forth in the commercial register. Registered shares held by a nominee that exceed this limit may be reg- istered in the share register with the right to vote if the nominee discloses the names, addresses and number of shares of the persons for whose account it holds 0.2 % or more of the registered share capi- tal as set forth in the commercial register. Nominees within the meaning of this provision are persons who do not explicitly declare in the request for registra- tion to hold the shares for their own account and with whom the Board of Directors has entered into a corresponding agreement (see also Article 5 of the Articles of Incorporation). Nominees are only en- titled to represent registered shares held by them at a General Meeting of Shareholders provided that they are registered in the share register and they hold a valid written proxy granted by the beneficial owner of the registered shares instructing the nom- inee how to vote at the General Meeting of Share- holders. Shares held by a nominee for which it is not able to produce such a proxy count as not repre- sented at the General Meeting of Shareholders. – Corporate bodies and partnerships or other groups of persons or joint owners who are interrelated to one another through capital ownership, voting rights, uniform management or otherwise linked as well as individuals or corporate bodies and partner- ships who act in concert to circumvent the regula- tions concerning the nominees (esp. as syndicates), shall be treated as one single nominee within the meaning of the above mentioned regulation. – The Board of Directors may cancel the registration, with retroactive effect if appropriate, if the regis- tration was effected based on false information or in case of breach of the agreement between the nominee and the Board of Directors. – After consulting the party involved, the Company may delete entries in the share register if such en- tries occurred in consequence of false statements by the purchaser. The purchaser must be informed immediately of the deletion. – The limitations for registration in the share register described above also apply for shares acquired or subscribed by the exercise of subscription, option or conversion rights. Exceptions granted in the year under review The Company has not granted any exceptions during the year under review. Required quorums for a change of the limitations of transferability A change of the limitations on the transfer of regis- tered shares or the removal of such limitations re- quires a resolution of the General Meeting of Share- holders passed by at least two thirds of the votes represented and the absolute majority of the nominal value of shares represented. 2.7 CONVERTIBLE BONDS AND OPTIONS Convertible bonds As of December 31, 2021, the Company had the follow- ing convertible bonds / notes outstanding: GUARANTEED SENIOR CONVERTIBLE BONDS Issuer Listing Size of issue Outstanding amount as of Dec 31, 2021 Principal amount Interest rate Maturity Convertible into Conversion price Conversion period Source of shares ISIN-No. Swiss Security-No. Ticker symbol Potential dilution Dufry One B.V., Eindhoven / NL SIX Swiss Exchange CHF 500,000,000 CHF 500,000,000 CHF 200,000 per bond 0.75 % per annum, payable semi-annually (March 30 and September 30) March 30, 2026 Registered shares of Dufry AG (5,747,126 shares) CHF 87.00 (subject to adjustments) May 25, 2021 up to and including March 12, 2026 Conditional capital and / or issued and outstanding shares CH1105195684 1105195684 DUF21 The underlying 5,747,126 registered shares to be potentially issued as a result of the conversion of the senior convertible bonds represent 6.33 % of the issued and listed registered shares as of December 31, 2021. MANDATORY CONVERTIBLE NOTES Issuer Listing Size of issue Outstanding amount as of Dec 31, 2021 Principal amount Interest rate Maturity Convertible into Conversion price Conversion period Source of shares ISIN-No. Swiss Security-No. Ticker symbol Potential dilution Dufry One B.V., Eindhoven / NL No listing CHF 69,500,000 CHF 69,500,000 CHF 100,000 per note 4.1 % per annum, payable semi-annually (May 18 and November 18) November 18, 2023 Registered shares of Dufry AG (2,092,113 shares) CHF 33.22 (subject to adjustments) November 18, 2020 up to and including November 6, 2023 Conditional capital and / or issued and outstanding shares CH0576402173 57640217 n / a The underlying 2,092,113 registered shares to be potentially issued as a result of the conversion of the mandatory convertible notes represent 2.30 % of the issued and listed registered shares as of December 31, 2021. Options As of December 31, 2021, the Company had no out- standing warrants or options to acquire shares issued by or on behalf of the Company. Dufry has certain share-based compensation, the essentials of which are disclosed in the “Remuneration Report” on page 260 ff. 239 4 Governance Report DUFRY ANNUAL REPORT 2021 3. BOARD OF DIRECTORS 3.1 MEMBERS OF THE BOARD OF DIRECTORS As of December 31, 2021, the Board of Directors com- prised eleven Board members compared with ten members as of December 31, 2020. The members of the Board of Directors are elected individually and for a term of office extending until completion of the next Annual General Meeting of Shareholders. The Chairman of the Board of Directors and the members of the Remuneration Committee are directly elected by the General Meeting of Share- holders. The following table sets forth the name, profession, position with Dufry and year of first election as a member of the Board of Directors for each respective member, followed by their Curricula Vitae with a short description of each member’s business experience, education and activities. BOARD OF DIRECTORS AS OF DECEMBER 31, 2021 NAME PROFESSION Juan Carlos Torres Carretero Chairman of Dufry AG NATIONALITY Spanish POSITION WITH DUFRY Chairman Heekyung Jo Min Jorge Born Executive Vice President of CJ CheilJedang American Lead Independent Director Chairman of Fundación Bunge y Born Argentinian Independent Director Julián Díaz González CEO of Dufry AG Mary J. Steele Guilfoile Chairwoman of MG Advisors, Inc. Spanish American Luis Maroto Camino CEO and President of Amadeus IT Group Spanish Joaquín Moya-Angeler Cabrera Ranjan Sen Steven Tadler Chairman of the Board of Corporación Empresarial Pascual Managing Partner of Advent International Managing Director of Exeter Capital Spanish German American Director, CEO Independent Director Independent Director Independent Director Independent Director Independent Director Lynda Tyler-Cagni CEO of Only the Best Agency British and Italian Independent Director Eugenia M. Ulasewicz Plural Board Independent Director American Independent Director DATE OF FIRST ELECTION 2003 2016 2010 2013 2020 2019 2021 2020 2018 2018 2021 Changes in the Board of Directors in fiscal year 2021 Claire Chiang, member of the Board of Directors of Dufry AG since 2016, did not stand for re-election at the Annual General Meeting of Shareholders on May 18, 2021. For details of her Curriculum Vitae please refer to pages 249 / 250 of the Annual Report 2020, which can be downloaded from the Company website under the following link: www.dufry.com/en/investors/ir-reports- presentations-and-publications page section “Presentation of results and other publi- cations – select Financial Reports”. The Annual General Meeting of Shareholders, held on May 18, 2021, elected Ms. Eugenia M. Ulasewicz and Mr. Joaquín Moya-Angeler Cabrera as new members of the Board of Directors. 240 4 Governance Report DUFRY ANNUAL REPORT 2021 3.2 EDUCATION, PROFESSIONAL BACKGROUND, OTHER ACTIVITIES AND FUNCTIONS JUAN CARLOS TORRES CARRETERO Executive Chairman, born 1949, Spanish HEEKYUNG JO MIN Lead Independent Director, Non-Executive, born 1958, American JORGE BORN Independent Director, Non-Executive, born 1962, Argentinian Education MS in physics from Universidad Complutense de Madrid and MS in management from MIT’s Sloan School of Management. Professional Background Many years of private equity and senior management operating experience. 1988 Joined Advent International, a private equity firm, in Boston as a partner. 1991 – 1995 Partner at Advent International in Madrid. 1995 – 2016 Managing Partner in charge of Advent International Corpora- tion’s investment activities in Latin America. Current Board Mandates Listed companies: Dufry AG Not listed companies or organizations: None Education Ph. D in Business Administration from Seoul Business School (aSSIST), MBA from Columbia University Graduate School of Business in New York, and a BA from Seoul National University. Professional Background 2004 – 2005 Executive Vice President at Prudential Invest- ments and Securities Co. in Korea. 2006 Country Advisor, Global Resolutions in Korea. 2007 – 2010 Director General of the Investment Promotion Bureau at the Incheon Free Eco- nomic Zone (IFEZ) in Korea. 2011 – 2013 Chief HR Officer of CJ Corporation in Korea. Since 2013, Executive Vice President and Head of Corporate Social Responsibility of CJ CheilJedang. Ms. Min speaks regularly on the subject of sustainability and ESG (Environment, Social, Gover- nance). Current Board Mandates Listed companies: Dufry AG Not listed companies or organizations: Asia New Zealand Foundation (Honorary Advisor) and CJ Welfare Foundation. Education B.S. in economics from the Wharton School of the University of Pennsylvania. Professional Background 1992 – 1997 Head of Bunge’s European operations. 1997 – 2018 President and Chief Executive Officer of Bomagra S.A., Argentina. 1998 – 2004 Chairman of Delta- com. 1999 – 2006 CEO and Chair- man of Solurban. 2001 – 2010 Deputy Chairman of Bunge Ltd. 2004 – 2005 Board member of Dufry AG. Since 1997 CEO and Chairman of Consult y Asoc. S.A. Since 2007 Chairman of Fun- dación Bunge y Born. Current Board Mandates Listed companies: Dufry AG and Hochschild Mining, Ltd. Not listed companies or organizations: Fundación Bunge y Born (Chair- man), Board of Governors of the Lauder Institute at Wharton Business School and Board of Argentina’s Rural Society. 241 4 Governance Report DUFRY ANNUAL REPORT 2021 JULIÁN DÍAZ GONZÁLEZ Executive Director, Chief Executive Officer, born 1958, Spanish MARY J. STEELE GUILFOILE Independent Director, Non-Executive, born 1954, American LUIS MAROTO CAMINO Independent Director, Non-Executive, born 1964, Spanish JOAQUÍN MOYA-ANGELER CABRERA Independent Director, Non-Executive, born 1949, Spanish Education Degree in business administration from Universidad Pontificia Comillas I.C.A.D.E., de Madrid. Professional Background 1989 – 1993 General Manager at TNT Leisure, S.A. 1993 – 1997 Division Director at Aldeasa. 1997 – 2000 various managerial and business positions at Aeroboutiques de Mexico, S.A. de C.V. and Deor, S.A. de C.V. 2000 – 2003 General Manager of Latinoamericana Duty-Free, S.A. de C.V. Since 2004 Chief Executive Officer at Dufry AG. Current Board Mandates Listed companies: Dufry AG Not listed companies or organizations: None Education Bachelor of Science from Boston College Carroll School of Management, MBA from Columbia Business School, Licensed, certified public accountant. Professional Background 1996 – 2000 Partner, CFO and COO of The Beacon Group, LLC, a private equity, strategic advi- sory and wealth management partnership. 2000 – 2002 Several management positions such as Executive Vice President and Cor- porate Treasurer at JPMorgan Chase & Co. and Chief Adminis- trative Officer of its investment bank. Served previously on the Board of Directors of Viasys Healthcare Inc. (2001 – 2005), Valley National Bancorp (2003 – 2018), Boston College (1991 – 2011) and Hudson Ltd. (2018 – 2020). Serves as a member of the Boards of Directors of C.H. Robinson Worldwide, Inc. (since 2012), The Interpublic Group of Companies, Inc. (since 2007) and Pitney Bowes, Inc. (since 2018). Since 2002 serves as Chairwoman of MG Advisors, Inc. and has been a Partner of The Beacon Group, LP since 1998. Current Board Mandates Listed companies: Dufry AG, C.H. Robinson World- wide, Inc., The Interpublic Group of Companies, Inc. and Pitney Bowes, Inc., Not listed companies or organizations: Chair of MG Advisors, Inc. Education Bachelor’s degree in Law from the Universidad Complutense Madrid, MBA from the Instituto de Estudios Superiores de la Empresa, Madrid (IESE), further qualifications from Stanford, Harvard Business School, INSEAD and IMD. Education Master’s degree in mathematics from the University of Madrid, diploma in economics and fore- casting from the London School of Economics and Political Science and an MS in manage- ment from MIT’s Sloan School of Management. Professional Background 2000 Joined Amadeus IT Group, a leading player in the travel and tourism industry, where he served as Deputy CEO, CFO and Director Marketing Finance. Prior to joining Amadeus, he held several manage- rial positions at the Bertelsmann Group. Since 2011, CEO and President of Amadeus IT Group. Current Board Mandates Listed companies: Dufry AG and Amadeus IT Group. Not listed companies and organizations: None Professional Background Mr. Moya-Angeler has focused his career on the technology and real estate industries, including having founded a number of companies. He has been the Chairman of the Board of Directors of various companies: IBM Spain (1994 – 1997), Leche Pascual (1994 – 1997), Meta4 (1997 – 2002), TIASA (1996 – 1998), and Hildebrando (2003 – 2014). Served previously on the Board of Directors of Dufry AG (2005 – 2018) and Hudson Ltd. (2018 – 2021). To date Chairman of the Board of Directors of La Quinta Real Estate (since 1994), Chairman of the Board of Direc- tors of Corporación Empresarial Pascual (since 1994), Chairman of the Board of Directors of Avalon Private Equity (since 1999). Serves on the advisory boards of private equity firms Palamon Capital Partners and MCH Private Equity. Current Board Mandates Listed companies: Dufry AG Not listed companies or organizations: La Quinta Real Estate, Corporación Empresarial Pascual, Avalon Pri- vate Equity, Palamon Capital Part- ners (Board of Advisors), MCH Private Equity (Board of Advisors). 242 4 Governance Report DUFRY ANNUAL REPORT 2021 RANJAN SEN Independent Director, Non-Executive, born 1969, German STEVEN TADLER Independent Director, Non-Executive, born 1959, American LYNDA TYLER-CAGNI Independent Director, Non-Executive, born 1956, British and Italian EUGENIA M. ULASEWICZ Independent Director, Non-Executive, born 1953, American Education Degree in Business Administration from Richmond University in London. Professional Background Many years of private equity and banking experience. 2003 Joined Advent International as Director. Since 2016 Managing Partner at Advent International. Member of the European and Asian Invest- ment Advisory Committee and Head of the German office in Frankfurt of Advent International. Current Board Mandates Listed companies: Dufry AG and InPost Poland. Not listed companies or organizations: Hermes Germany GmbH Education Master in Business Administration from Harvard Business School. B.S., with distinction, from the University of Virginia. Professional Background 1985 Joined Advent International as Managing Partner and held that position until 2019. Since 2020 Managing Director at Exeter Capi- tal, a private equity firm focused on investing in consumer-facing businesses. Serves as a Director of Advent International Corp (since 2002) and wTe Corporation (since 1989). Served previously on the Board of Directors of Dufry AG (2010 – 2013), Skill-soft (2010 – 2014), Transunion (2012 – 2017), Bojangles’ (2011 – 2019). Current Board Mandates Listed companies: Dufry AG Not listed companies or organizations: Advent International Corp (non- executive) and wTe Corporation. Education B.A. (Hons) in Languages, Economics & Politics from the Uni- versity of Kingston, London. Education Bachelor’s degree from the University of Massachusetts, Amherst. Professional Background Lynda Tyler-Cagni held various global executive positions with Fast Retailing, Uniqlo and Zegna. She is the founder and CEO at Only the Best, an agency advising and representing talent primarily in fashion, luxury and retail. She also served as a Director of Atlantia SpA, an Italian listed global infra- structure operator until November 2018. Ms. Tyler-Cagni previously served on the Board of World Duty Free Group as a non-executive and independent member and chair of the HR & Remuneration Committee (from 2013 until the acquisition of World Duty Free Group by Dufry AG in 2015). Current Board Mandates Listed companies: Dufry AG Not listed companies or organizations: EDHEC Paris and Bloch Interna- tional Pty Ltd Professional Background Ms Ulasewicz had a successful career serving in many roles as a global retail industry execu- tive, most recently as President, Burberry Americas until 2013. She serves on the Board of Direc- tors of Signet Jewelers (since 2014), is Chair of the Corporate Citizenship & Sustainability Com- mittee and a member of the Compensation Committee, Vince Holding Corp (since 2014), is Chair of the Compensation Committee and a member of Audit Commit- tee, and ASOS Plc (since 2020) where she is Chair of the ESG Com- mittee and a member of Audit and Remuneration Committees. She served on the Board of Directors of Hudson, Ltd (2018-2020) and Bunzl plc (2011-2020). Current Board Mandates Listed companies: Dufry AG, Signet Jewelers Ltd., Vince Holding Corporation, and ASOS Plc. Not listed companies or organizations: None 243 4 Governance Report DUFRY ANNUAL REPORT 2021 Diversity and independence As of December 31, 2021, the Board of Directors has 64 % male and 36 % female members, including the Lead Independent Director. Due to his intense involvement with the Company’s management, the Chairman of the Board of Directors, Mr. Juan Carlos Torres Carretero is considered an ex- ecutive Chairman. In his executive role, a substantial amount of his time is devoted to the Company’s oper- ations where he works very closely with the CEO to pur- sue value-enhancing initiatives including strategically important relationships, joint ventures or acquisitions, strengthening the Company’s partnerships with gov- ernments, large suppliers and airport authorities. He also supports re-financing activities and capital mar- kets transactions of the Company. Mr. Julián Díaz González acts as Chief Executive Officer. All other cur- rent members of the Board of Directors are non-exec- utive members and are also considered independent. As of December 31, 2021, the Board of Directors there- fore consists of 82 % independent members. Over the past years, the Board of Directors has been consistently renewed. 64 % of the Board members have a tenure of 5 years or less. None of the current members of the Board of Directors (except Julián Díaz González as CEO) have ever been in a managerial position at Dufry AG or any of its subsid- iaries. For information on related parties and related party transactions please refer to Note 41 on page 210 of the Consolidated Financial Statements and to the in- formation provided in the Remuneration Report on page 260 ff. of this Annual Report. DIVERSITY OF THE BOARD OF DIRECTORS 9 % BRITISH / ITALIAN 9 % GERMAN 36 % SPANISH 36 % AMERICAN 9 % ARGENTINIAN 36 % FEMALE 64 % MALE 18 % NOT INDEPENDENT 82 % INDEPENDENT 244 4 Governance Report DUFRY ANNUAL REPORT 2021 BOARD OF DIRECTORS AND BOARD COMMITTEES AS OF DECEMBER 31, 2021 BOARD OF DIRECTORS Chairman: Juan Carlos Torres Carretero Lead Independent Director: Heekyung Jo Min Jorge Born Luis Maroto Camino Steven Tadler Julián Díaz González Joaquín Moya-Angeler Cabrera 1 Lynda Tyler-Cagni Mary J. Steele Guilfoile Ranjan Sen Eugenia M. Ulasewicz 1 1 Member of the Board of Directors since the Annual General Meeting of Shareholders held on May 18, 2021. AUDIT COMMITTEE NOMINATION COMMITTEE REMUNERATION COMMITTEE Jorge Born, Chairman Mary J. Steele Guilfoile Luis Maroto Camino Steven Tadler Jorge Born, Chairman Heekyung Jo Min Steven Tadler Lynda Tyler-Cagni Luis Maroto Camino, Chairman Eugenia M. Ulasewicz Joaquín Moya-Angeler Cabrera OVERVIEW INDIVIDUAL ATTENDANCE BOARD AND COMMITTEE MEETINGS MEMBER OF THE BOARD OF DIRECTORS BOARD MEETINGS AUDIT COMMITTEE NOMINATION COMMITTEE REMUNERATION COMMITTEE Juan Carlos Torres Carretero Heekyung Jo Min 1, 2 Jorge Born 1 Julián Díaz González 11 / 11 11 / 11 11 / 11 11 / 11 Mary J. Steele Guilfoile Luis Maroto Camino 4 Joaquín Moya-Angeler Cabrera 3, 5 6 / 6 11 / 11 10 / 11 Ranjan Sen Steven Tadler 4, 5 Lynda Tyler-Cagni Eugenia M. Ulasewicz 3, 4 Number of meetings in fiscal year 2021 Average attendance ratio 6 11 / 11 4 / 11 11 / 11 6 / 6 11 99 % – – 4 / 4 – 4 / 4 4 / 4 – – 1 / 4 – – 4 100 % – 3 / 3 5 / 5 – – – – – 2 / 5 5 / 5 – 5 100 % – 2 / 2 2 / 2 – – 5 / 5 4 / 4 – 0 / 1 – 5 / 5 7 100 % 1 Member of the Remuneration Committee until the Annual General Meeting of Shareholders on May 18, 2021. 2 Member of the Nomination Committee since the Annual General Meeting of Shareholders on May 18, 2021. 3 Member of the Board of Directors since the Annual General Meeting of Shareholders on May 18, 2021. 4 Member of the Remuneration Committee since the Annual General Meeting of Shareholders on May 18, 2021. 5 Mr. Tadler was present at a reduced number of Board and Committee Meetings due to a health issue. In accordance with Art. 17 para. 3 of the Articles of Incorporation, the Board of Directors appointed Mr. Moya-Angeler Cabrera to replace Mr. Tadler in the Remuneration Committee as of August 7, 2021 for a term of office until completion of the next Annual General Meeting of Shareholders. Until August 7, 2021, Mr. Tadler was invited to 1 meeting of the Remuneration Committee. After August 7, 2021, Mr. Cabrera was invited to 4 meetings of the Remuneration Committee. 6 The average attendance ratio is calculated excluding Mr. Tadler due to the afore mentioned reason. The average attendance ratio regarding the Committees refers directly to the members of the respective Committee. Additional participants who participate as guests in Committee meetings are not included in the percentage calculations. For the newly elected Board members, their attendance ratio is calculated as of the date of election at the General Meeting of Shareholders or the appointment by the Board of Directors, as the case may be. 245 4 Governance Report DUFRY ANNUAL REPORT 2021 3.3 RULES IN THE ARTICLES OF INCORPORATION REGARDING THE NUMBER OF PERMITTED MANDATES OUTSIDE THE COMPANY organization. The Board of Directors shall elect a Vice-Chairman. It shall appoint a Secretary who does not need to be a member of the Board of Directors. For the website link regarding the Articles of Incorpo- ration referred to in the following chapters please see page 259 of this Corporate Governance Report. In accordance with Article 24 para. 2 of the Articles of Incorporation, dated May 18, 2021, no member of the Board of Directors may hold more than four additional mandates in listed companies and ten additional man- dates in non-listed companies. The following mandates are not subject to the limitations under para. 2 of this Article: a) mandates in companies which are controlled by the Company or which control the Company; b) mandates held at the request of the Company or any company controlled by it. No member of the Board of Directors may hold more than ten such mandates; and c) mandates in associations, charitable organizations, foundations, trusts and employee welfare founda- tions. No member of the Board of Directors may hold more than ten such mandates. All current members of the Board of Directors were elected in individual elections at the Annual General Meeting of Shareholders held on May 18, 2021. The An- nual General Meeting of Shareholders re-elected Juan Carlos Torres Carretero as Chairman of the Board of Directors. Ms. Eugenia M. Ulasewicz, Mr. Steven Tadler and Mr. Luis Maroto Camino were elected in individual elections as members of the Remuneration Commit- tee at this Annual General Meeting of Shareholders. 3.5 INTERNAL ORGANIZATIONAL STRUCTURE Except for the election of the Chairman of the Board of Directors and the members of the Remuneration Committee (which are to be elected by the General Meeting of Shareholders), the Board of Directors determines its own organization. It shall elect the Lead Independent Director or a Vice-Chairman, the mem- bers of the Audit Committee and of the Nomination Committee, and appoint a Secretary who does not need to be a member of the Board of Directors. Mandates shall mean mandates in the supreme gov- erning body of a legal entity which is required to be registered in the commercial register or a comparable foreign register. Mandates in different legal entities that are under joint control or the same beneficial ownership are deemed one mandate. As of December 31, 2021, Dufry AG has three com- mittees: the Audit Committee, the Nomination Com- mittee and the Remuneration Committee. All three Committees are assisting the Board of Directors in fulfilling its duties and have also decision authority to the extent described below. 3.4 ELECTION AND TERMS OF OFFICE In accordance with Article 13 of the Articles of Incor- poration, dated May 18, 2021: – The Board of Directors shall consist of at least three and at most eleven members. – Members of the Board of Directors and the Chair- man of the Board of Directors shall be elected for a term of office extending until completion of the next Annual General Meeting of Shareholders. – The members of the Board of Directors and the Chairman of the Board of Directors may be re- elected without limitation. – If the office of the Chairman of the Board of Direc- tors is vacant, the Board of Directors shall appoint a Chairman from among its members for a term of office extending until completion of the next Annual General Meeting of Shareholders. – Except for the election of the Chairman of the Board of Directors and the members of the Remuneration Committee by the General Meeting of Sharehold- ers, the Board of Directors determines its own ESG-related oversight by the Board of Directors At the level of the Board of Directors, the implemen- tation of Dufry’s ESG strategy is supervised by the Lead Independent Director. The entire Board of Direc- tors is quarterly informed on the ESG strategy imple- mentation and additionnally receives detailed updates at least twice a year. The interdisciplinary ESG Committee defines and drives the implementation of the ESG strategy. The ESG Committee consists of the CEO, CFO, CEO Oper- ations, Chief Commercial Officer, Chief Diversity & In- clusion Officer, Group General Counsel, Global Chief Corporate Officer, Chief Compliance Officer, Global Internal Audit Director, Global Head of Investor Rela- tions and the Global Head of Corporate Communica- tions & Public Affairs. This Committee meets at least every two months. The day-to-day implementation of the ESG strategy is executed by the ESG Department as part of the Cor- porate Communications & Public Affairs department. 246 4 Governance Report DUFRY ANNUAL REPORT 2021 Audit Committee Members as of December 31, 2021: Jorge Born (Chair- man Audit Committee), Mary J. Steele Guilfoile, Luis Maroto Camino, Steven Tadler. The members of the Audit Committee are all non- executive and independent members of the Board of Directors. Pursuant to item 14 of the Swiss Code of Best Practice for Corporate Governance (SCBP), an in- dependent member is a non-executive member, who has not been an executive member of the Dufry Group in the last three years and has no or comparatively mi- nor business relations with the Company. The members shall be appointed, as a rule, for the entire duration of their mandate as Board members and be re-eligible. The Audit Committee assists the Board of Directors in fulfilling its duties of supervision of management. It performs the following duties and responsibilities: – Review and assessment of the performance and in- dependence of the Auditors; – Review and assessment of the audit plan and the audit results and monitoring of the implementation of the findings by management; – Review of Auditors’ reports and discuss their con- tents with the Auditors and the management; – Review the effectiveness of the internal audit func- tion, its professional qualifications, resources, inde- pendence and its cooperation with external audit; – Approval of the annual internal audit concept and the annual internal audit report, including the re- sponse of the management thereto; – Assessment of the risk management and of the pro- posed measures to reduce risks; – Assessment of the compliance levels and risk man- agement; – Make a proposal to the Board of Directors with re- spect to the annual and interim statutory and con- solidated financial statements. The Audit Committee regularly reports to the Board of Directors on its decisions, assessments, findings and proposes appropriate actions. The Audit Commit- tee generally meets at the same dates the Board of Di- rectors meetings take place (usually 4 – 5 times per year), although the Chairman may call meetings as of- ten as business requires. In fiscal year 2021, the Audit Committee held 4 meet- ings (Q1: 1 meeting, Q2: 1 meeting, Q3: 1 meeting, and Q4: 1 meeting) with management to review the busi- ness, better understand laws, regulations and policies impacting the Dufry Group and its business and sup- port the management in meeting the requirement and expectations of stakeholders. Due to the COVID-19 pandemic and related travel re- strictions, 2 of these meetings were held as physical meetings and 2 as video conference meetings. The length of the physical meetings and video conferences was approximately 2 to 3 hours in 2021. The auditors attended 2 meetings via video conference. The Chair- man of the Board of Directors usually participates as a guest in the Audit Committee meetings. Members of the Global Executive Committee attended the meet- ings or video conferences of the Audit Committee as follows: CEO 4 meetings and the CFO (who acts as Secretary of the Audit Committee) 4 meetings. Nomination Committee Members as of December 31, 2021: Jorge Born (Chair- man Nomination Committee), Heekyung Jo Min, Ste- ven Tadler, Lynda Tyler-Cagni. The members of the Nomination Committee are all non-executive and independent members of the Board of Directors. Pursuant to item 14 of the Swiss Code of Best Practice for Corporate Governance (SCBP), an in- dependent member is a non-executive member, who has not been an executive member of the Dufry Group in the last three years and has no or comparatively mi- nor business relations with the Company. The members shall be appointed, as a rule, for the entire duration of their mandate as Board members and be re-eligible. The Nomination Committee assists the Board of Directors in fulfilling its nomination related matters. It performs the following duties and responsibilities: – Assure the long-term planning of appropriate ap- pointments to the positions of the CEO and the Board of Directors; – Review the curriculum vitae, credentials and expe- rience of the candidates proposed by the Board of Directors to fill vacancies on the Board of Directors or for the position of the CEO; – Make recommendations on Board composition and balance; – Present to the Board a proposal of succession plan for the position of the CEO at least once a year; – Present to the Board a proposal of succession plan for the position of the Chairman of the Board; – Review the adequacy of the selection system and criteria used for the appointment of the members of the Global Executive Committee. The Nomination Committee meets as often as busi- ness requires (usually 2 – 4 meetings per year). 247 4 Governance Report DUFRY ANNUAL REPORT 2021 The Nomination Committee held 5 meetings (3 of which by video conference) in the fiscal year 2021 that lasted about 2 to 3 hours (Q1: 1 meeting, Q2: 2 meet- ings, Q3: 1 meeting and Q4: 1 meeting). Members of the Global Executive Committee attended these meetings or video conferences as follows: CEO 5 meetings. Remuneration Committee Members as of December 31, 2021: Luis Maroto Camino (Chairman Remuneration Committee), Eugenia Ulase- wicz, Joaquín Moya-Angeler Cabrera (who was ap- pointed by the Board of Directors to replace Mr. Tadler as of August 2021 for a term of office until completion of the next Annual General Meeting of Shareholders, and in compliance with Article 17 para. 3 of the Arti- cles of Incorporation). The members of the Remuneration Committee are all non-executive and independent members of the Board of Directors. Pursuant to item 14 of the Swiss Code of Best Practice for Corporate Governance (SCBP), an independent member is a non-executive member, who has not been an executive member of the Dufry Group in the last three years and has no or comparatively minor business relations with the Company. The mem- bers shall be appointed by the General Meeting of Shareholders until the next Annual General Meeting of Shareholders and be re-eligible. The Remuneration Committee assists the Board of Directors in fulfilling its remuneration related matters. It performs the following duties and responsibilities: – Review and assess the remuneration system of the Company and the Group (including the management incentive plans) and make proposals in connection thereto to the Board of Directors; – Make recommendations regarding the proposals of the Board of Directors for the maximum aggregate amount of compensation of the Board of Directors and the Global Executive Committee to be submit- ted to the Annual General Meeting of Shareholders for approval; – Make proposals in relation to the remuneration package of the CEO and the members of the Board of Directors; – Make proposals on the grant of options or other se- curities under any management incentive plan of the Company; – Review and recommend to the Board of Directors the remuneration report. The Remuneration Committee meets as often as busi- ness requires (usually 4 meetings per year). The Remuneration Committee held 7 meetings (2 of which by video conferences) in the fiscal year 2021 that lasted about 2 to 3 hours (Q1: 2 meetings, Q3: 3 meet- ings, Q4: 2 meetings). The Chairman of the Board of Di- rectors usually participates as a guest in the Remu- neration Committee meetings. Members of the Global Executive Committee attended these meetings or video conferences as follows: CEO 7 meetings; Group General Counsel: 1 meeting. Work method of the Board of Directors As a rule, the Board of Directors meets about six to seven times a year (usually at least once per quarter). Additional meetings or conference calls are held as and when necessary. The Board of Directors held 11 meetings during fiscal year 2021. Due to the COVID-19 pandemic and related travel restrictions in fiscal year 2021, the Board of Directors held 5 of these meetings as physical meetings and 6 as video conference meet- ings. These meetings of the Board of Directors lasted about 4 hours. The Chairman determines the agenda and items to be discussed at the Board meetings. All members of the Board of Directors can request to add further items on the agenda. The CEO, the CFO, and the Group General Counsel, also acting as Secretary to the Board, usually attend the meetings of the Board of Directors. Other mem- bers of the Global Executive Committee may attend meetings of the Board of Directors as and when re- quired. Members of the Global Executive Committee attended these meetings of the Board of Directors in 2021 as follows: CEO 11 meetings, CFO 9 meetings, Group General Counsel 11 meetings, Global Chief Cor- porate Officer 2 meetings, Chief Commercial Officer 2 meetings, CEO Operations 1 meeting, Chief Diver- sity & Inclusion Officer 1 meeting. The Board of Directors also engages specific advisors to address specific matters when required. External financial advisors attended pertinent portions of 1 meeting of the Board of Directors in 2021. The exter- nal Auditors attended 2 meetings of the Audit Com- mittee in 2021. 3.6 DEFINITION OF AREAS OF RESPONSIBILITY The Board of Directors is the ultimate corporate body of Dufry AG. It further represents the Company to- wards third parties and shall manage all matters which by law, the Articles of Incorporation or the Board reg- ulations have not been delegated to another body of the Company. 248 4 Governance Report DUFRY ANNUAL REPORT 2021 In accordance with the Board regulations (“Organisa- tionsreglement”), the Board of Directors has delegated the operational management of the Company to the CEO who is responsible for overall management of the Dufry Group. The following responsibilities remain with the Board of Directors: – Ultimate direction of the business of the Company and the power to give the necessary directives; – Determination of the organization of the Company; – Administration of the accounting system, financial control and financial planning; – Appointment and removal of the members of the committees installed by itself as well as the persons entrusted with the management and representation of the Company, as well as the determination of their signatory power; – Ultimate supervision of the persons entrusted with the management of the Company, in particular with respect to their compliance with the law, the Arti- cles of Incorporation, regulations and directives; – Preparation of the business report, the remunera- tion report and the General Meetings of Sharehold- ers and to carry out the resolutions adopted by the General Meeting of Shareholders; – Notification of the judge if liabilities exceed assets; – Passing of resolutions regarding the subsequent payment of capital with respect to non-fully paid in shares; – Passing of resolutions confirming increases in share capital and the amendments of the Articles of In- corporation entailed thereby; – Non-delegable and inalienable duties and powers of the Board of Directors pursuant to the Swiss Merger Act; – To approve any non-operational or non-recurring transaction not included in the annual budget and exceeding the amount of CHF 10,000,000; – To issue convertible debentures, debentures with option rights or other financial market instruments; – To approve the annual investment and operating budgets of the Company and the Dufry Group; – To approve the executive regulations promulgated in accordance with the board regulations; and – To propose an independent voting rights represen- tative for election to the General Meeting of Share- holders, and to appoint an independent voting rights representative in the event of a vacancy. Except for the Chairman of the Board of Directors, who has single signature authority, the members of the Board have joint signature authority, if any. 3.7 INFORMATION AND CONTROL INSTRUMENTS VIS-À-VIS THE SENIOR MANAGEMENT The Board of Directors ensures that it receives suffi- cient information from the management to perform its supervisory duty and to make the decisions that are reserved to the Board through several channels as shown below. Management Information System (MIS) Dufry Group has an internal management information system that consists of financial statements, perfor- mance indicators and risk management. Information to management is provided on a regular basis accord- ing to the cycles of the business: sales on a weekly ba- sis; income statement, cash management and key per- formance indicators (KPI) including customer, margins and investment information, balance sheet and other financial statements on a monthly basis. Management information is prepared on a consolidated basis as well as on a regional basis. Financial statements and key fi- nancial indicators / ratios are submitted to the entire Board of Directors on a quarterly basis. These quar- terly updates also include non-financial information such as, but not exclusively, progress on the imple- mentation of the company’s ESG strategy as well as status updates from the Global Internal Audit & Inves- tigations Department. Board Meetings and CEO Reports During Board meetings, each member of the Board may request information from the other members of the Board, as well as from the members of the man- agement present on all affairs of the Company and the Group. Outside of Board meetings, each member of the Board may request from the CEO information con- cerning the course of business of the Company and the Group and, with the authorization of the Chairman, about specific matters. The CEO reports at each meeting of the Board of Di- rectors on the course of business of the Company and the Group in a manner agreed upon from time to time between the Board and the CEO. Apart from the meet- ings, the CEO reports immediately any extraordinary event and any change within the Company and within the Dufry Group to the Chairman. Reports from Global Internal Audit & Investigations Department The Global Internal Audit department provides inde- pendent risk-based and objective assurance reviews and performs loss prevention analysis to group com- panies through different activity streams. Assurance execution formats were rapidly adapted during mobil- 249 ally and continuously evaluating the correct imple- mentation of new processes and procedures, as well as on executing specific reviews with an operational scope as part of the normal assurance activities. Financial and Environmental Risk Management Detailed information on the financial risk management is provided in Notes 36 to 40 in the consolidated finan- cial statements of this Annual Report. Information on the overall Group Risk Management, which includes environmental risk management is provided in the ESG Report Annex on page 282 ff of this report and on the sustainability website; https://www.dufry.com/en/ sustainability. Meetings and Attendance For attendance of the members of the Global Execu- tive Committee at meetings of the Board of Directors or meetings of the Board Committees please refer to section “3.5 Internal organizational structure” above, which also includes the detailed description of the Au- dit Committee’s organization and working methods. 4 Governance Report DUFRY ANNUAL REPORT 2021 ity restrictions in order to maximize the needed assur- ance coverage during the crisis. With this business context in mind, the key risks were identified and traced to the related processes and controls. A cir- cumstantial risk outlook was then mapped and an ap- propriately scoped auditing plan built for the scenario. The department continues to develop a detailed review and auditing plan on a yearly basis with quarterly re- assessments and submits it to the Audit Committee. Internal Audit Internal audit is an independent function that provides objective assurance and consulting activity, with the aim of improving the organization’s operations. The se- lection of Internal Audit reviews to be executed dur- ing the year is based on a specific methodology throughout the Dufry Group and includes the consid- eration of internal and external factors. Regular fol- low-up is conducted to ensure that risk mitigation and control improvement measures are implemented on a timely basis. Global Investigations The Global Investigations activity was created to pre- vent losses and misappropriations within the Group. The day-to-day work is designed to leverage profitabil- ity using advanced data mining, machine learning and anti-fraud techniques. Currently, validations are per- formed monthly or bi-monthly for all Group compa- nies and results are proven to provide valuable infor- mation for loss prevention purposes. Additionally, Dufry is continuously evolving and implementing tech- niques to establish validations that can enhance the coverage and / or create a higher assurance level over the key retail risks. All results of the Global Internal Audit & Investigations activities are communicated to key management in charge and to the Group’s senior management, includ- ing the members of the Global Executive Committee and the Audit Committee on a regular basis. 2021 Focus Points of Global Internal Audit & Investigations In fiscal year 2021, Global Internal Audit conducted over 20 reviews, with a global or operation-level scope examining activities, risk exposures and processes, thereby considering special requirements created by the circumstances of the COVID-19 pandemic detailed above. In line with the initiatives implemented by the Group, to adapt the Group to the new business envi- ronment and to prepare the organization for and be- yond the recovery phase, the Global Internal Audit’s approach was to focus all efforts on assuring key re- tail risk around inventory and cash management glob- 250 4 Governance Report DUFRY ANNUAL REPORT 2021 4. GLOBAL EXECUTIVE COMMITTEE 4.1 MEMBERS OF THE GLOBAL EXECUTIVE COMMITTEE As of December 31, 2021, the Global Executive Com- mittee comprised seven executives compared with eight members as of December 31, 2020. tions. The CEO reports to the Board of Directors on a regular basis. The following table sets forth the name, nationality, po- sition and year of appointment of the respective mem- bers, followed by their Curricula Vitae with a short de- scription of each member’s business experience, education and activities. The Global Executive Committee under the control of the CEO conducts the operational management of the Company pursuant to the Company’s board regula- All agreements entered into with the members of the Global Executive Committee are entered for an indefi- nite period of time. GLOBAL EXECUTIVE COMMITTEE AS OF DECEMBER 31, 2021 NAME NATIONALITY POSITION Julián Díaz González Yves Gerster Eugenio Andrades Andrea Belardini Sarah Branquinho Pascal C. Duclos Luis Marin Spanish Swiss Spanish Italian British Swiss Chief Executive Officer (CEO) Chief Financial Officer (CFO) Chief Executive Officer Operations (CEOO) Chief Commercial Officer (CCO) Chief Diversity & Inclusion Officer (CDIO) Group General Counsel (GGC) Spanish Global Chief Corporate Officer (GCCO) NEW CEO APPOINTED AS OF JUNE 1, 2022 NAME NATIONALITY POSITION Xavier Rossinyol Spanish Chief Executive Officer (CEO) GEC MEMBER SINCE YEAR 2004 2019 2016 2019 2021 2005 2014 GEC MEMBER SINCE YEAR 2022 Changes in the Global Executive Committee in fiscal year 2022 On February 21, 2022, Dufry announced that Julián Díaz Golzález will step down from his position as Chief Executive Officer on May 31, 2022 and will not stand for reelection as member of the Board of Directors at the 2022 AGM. Xavier Rossinyol has been appointed as new Chief Executive Officer of Dufry effective June 1, 2022. In order to ensure a smooth transition, Xavier Rossin- yol will join Dufry as designated CEO and member of the Global Executive Committee on March 1, 2022. Xavier Rossinyol was already part of Dufry’s manage- ment team from 2004 to 2015, first as Chief Financial Officer until 2012, and then as Chief Operating Offi- cer EMEA and Asia until 2015. In the past nearly seven years, he has been CEO of gategroup, the leader in air- line catering and on-board retail. Details regarding Mr. Rossinyol’s Curriculum Vitae are available on Dufry’s website https://www.dufry.com/en/company/our-manage- ment. 251 4 Governance Report DUFRY ANNUAL REPORT 2021 4.2 EDUCATION, PROFESSIONAL BACKGROUND, OTHER ACTIVITIES AND VESTED INTERESTS JULIÁN DÍAZ GONZÁLEZ Chief Executive Officer, born 1958, Spanish YVES GERSTER Chief Financial Officer, born 1978, Swiss EUGENIO ANDRADES Chief Executive Officer Opera- tions, born 1968, Spanish Education Degree in Business Administra- tion & Finance, University of Basel. Professional Background 1999 – 2003 Assistant Group Treasurer at Danzas Management AG. 2003 – 2006 Assistant Group Treasurer at Bucher Industries AG. November 2006 – 2019 Global Head Group Treasury at Dufry International AG. Since April 2019 Chief Financial Officer at Dufry AG. Education Degree in business administration from Universidad Pontificia Comillas I.C.A.D.E., de Madrid. Professional Background 1989 – 1993 General Manager at TNT Leisure, S.A. 1993 – 1997 Division Director at Aldeasa. 1997 – 2000 various managerial and business positions at Aeroboutiques de Mexico, S.A. de C.V. and Deor, S.A. de C.V. 2000 – 2003 General Manager of Latinoamericana Duty-Free, S.A. de C.V. Since 2004 Chief Executive Officer at Dufry AG. Current Board Mandates Dufry AG. Education Degree in Mining Engineering at Politécnica University of Madrid. MS of Economics and Strategy of Colorado School of Mines, Colorado / USA. Professional Background Prior to 1996 Consultant at McKinsey & Co and Carboex, a subsidiary of Endesa. 1996 – 2001 Director of Strategy & Develop- ment and Investor Relations at Aldeasa. 2001 Chief Executive Officer Jordan and Middle East region at Aldeasa. 2002 – 2007 Director of Strategy & Develop- ment and Investor Relations at Aldeasa. 2007 – 2010 Commercial Director and Operations Coordi- nator at Aldeasa. 2011 – 2014 Chief Commercial Officer at World Duty Free Group. 2014 – 2015 Chief Executive Officer at World Duty Free Group. 2016 – 2017 Chief Executive Officer Division UK, Central and Eastern Europe at Dufry AG. 2018 Chief Executive Officer Operations and Strategy at Dufry AG. January 2019 – August 2020 Chief Executive Officer Europe, Africa and Strategy at Dufry AG. Since September 2020 Chief Executive Officer Operations at Dufry AG. 252 4 Governance Report DUFRY ANNUAL REPORT 2021 ANDREA BELARDINI Chief Commercial Officer, born 1968, Italian SARAH BRANQUINHO Chief Diversity & Inclusion Officer, born 1956, British PASCAL C. DUCLOS Group General Counsel, born 1967, Swiss LUIS MARIN Global Chief Corporate Officer, born 1971, Spanish Education Degree in Business and Economics, University of Rome (La Sapienza). Professional Background 1991 – 1996 various positions as Controller and Project Man- ager at Carlson Wagonlit Travel. 1997 – 1999 Director of Operations Italy at Carlson Wagonlit Travel. 1999 – 2000 Vice President Opera- tions South Europe at Carlson Wagonlit Travel. 2000 – 2004 Exec- utive Vice President Strategy & Development at Aeroporti di Roma. 2004 – 2009 Executive Vice President Commercial Business Management & Development at Aeroporti di Roma. 2009 – 2015 Chief Executive Officer Europe at Nuance Group (since 2013 also Global Chief Commercial Officer at Nuance Group). 2016 – August 2020, Chief Executive Officer Division Asia Pacific and Middle East at Dufry AG. Since September 2020 Chief Commercial Officer at Dufry AG. Education Postgraduate studies, Humboldt University, Berlin. BA (Hons, 1st class) in Modern European Studies (Economics, French and German), Loughborough University (UK). Professional Background 1984 – 1995 Commercial Director, TFWA. 1995 – 1998 Secretary Gen- eral European Travel Retail Forum and Focus 99. 1998 – 2004 Busi- ness Relations Director World Duty Free. 2004 – 2015 External Affairs Director World Duty Free. 2015 – 2018 External Affairs Direc- tor at Dufry AG. Since July 2021 Chief Diversity & Inclusion Officer at Dufry AG. Served also in indus- try roles (alongside her business roles) for: 2009 – 2018 Chair of the UK Travel Retail Forum (UKTRF), Board member ETRC. 2012 – 2018 President of the European Travel Retail Confederation (ETRC). Since 2019 President of the Duty Free World Council. Education Licence en droit from Geneva University School of Law, L.L.M. from Duke University School of Law. Licensed to practice law in Switzerland and admitted to the New York Bar. Professional Background 1991 – 1997 Senior attorney at law at Geneva law firm Davidoff & Partners. Also academic assistant at the University of Geneva School of Law (1994 – 1996). 1999 – 2001 Attorney at law at New York law firm Kreindler & Kreindler. 2001 – 2002 Financial planner at UBS AG in New York. 2003 –2004 Senior foreign attorney at law at the Buenos Aires law firm Beretta Kahale Godoy. Since 2005 General Counsel and Secretary to the Board of Directors at Dufry AG. Education Degree in Economic Sciences and Business Administration from Universidad de Barcelona. Professional Background 1995 – 1998 Auditor at Coopers & Lybrand. 1998 – 2001 Financial Controller at Derbi Motocicletas – Nacional Motor S.A. 2001 – 2004 Head of Finance and Administra- tion of Spanish subsidiaries of Areas (member of the French group Elior). Joined Dufry in 2004, as Business Controlling Director and since 2012 also responsible for mergers and acquisitions. 2014 Appointed Chief Corporate Officer. Since 2018 Global Chief Corporate Officer at Dufry AG. 253 4 Governance Report DUFRY ANNUAL REPORT 2021 Diversity As of December 31, 2021, the Global Executive Com- mittee has 86 % male and 14 % female members. DIVERSITY OF THE GLOBAL EXECUTIVE COMMITTEE 14 % BRITISH The Global Executive Committee has been consis- tently renewed over the past years. As of December 31, 2021, 43 % of the Global Executive Committee mem- bers have been in their GEC positions for a period of 5 years or less. 14 % ITALIAN 43 % SPANISH 14 % FEMALE 29 % SWISS 86 % MALE Changes in the Global Executive Committee in fiscal year 2021 As of January 1, 2021, Salvatore Aricò joined the Global Executive Committee as Chief Organization & Trans- formation Officer and stepped down from his position and member of the Global Executive Committee again as at September 30, 2021. Roger Fordyce stepped down from his position as Chief Executive Officer North America and member of the Global Executive Committee as at June 30, 2021. Sarah Branquinho was appointed Chief Diversity & Inclusion Officer and member of the Global Executive Committee as of July 1, 2021. Details regarding the Curricula Vitae of Roger Fordyce and Salvatore Aricó are available on page 261 in the Annual Report 2020. The Annual Report 2020 can be downloaded from the Company website under the fol- lowing link: www.dufry.com/en/investors/ir-reports- presentations-and-publications page section “Presentation of results and other pub- lications – select Financial Reports”. Other activities and vested interests As of December 31, 2021, none of the members of the Global Executive Committee of Dufry AG has had other activities in governing and supervisory bodies of, or advisory functions to, important Swiss or for- eign organizations, institutions or foundations under private and public law outside Dufry Group, or held any public or political office. Julián Díaz González is a member of the Board of Directors of Dufry AG as men- tioned in his Curriculum Vitae. 254 4 Governance Report DUFRY ANNUAL REPORT 2021 4.3 RULES IN THE ARTICLES OF INCORPORATION REGARDING THE NUMBER OF PERMITTED MANDATES OUTSIDE THE COMPANY In accordance with Article 25 para. 1 of the Articles of Incorporation, dated May 18, 2021, no member of the Global Executive Committee may hold more than two additional mandates in listed companies and four ad- ditional mandates in non-listed companies. The follow- ing mandates are not subject to the limitations under para. 1 of this Article: a) mandates in companies which are controlled by the Company or which control the Company; b) mandates held at the request of the Company or any company controlled by it. No member of the Global Executive Committee may hold more than ten such mandates; and c) mandates in associations, charitable organizations, foundations, trusts and employee welfare founda- tions. No member of the Global Executive Commit- tee may hold more than ten such mandates. For definition of “mandate” please refer to section 3.3 above. For the website link regarding the Articles of Incorporation please see page 259 of this Corporate Governance Report. 4.4 MANAGEMENT CONTRACTS Dufry AG does not have management contracts with companies or natural persons not belonging to the Group. 5. COMPENSATION, SHAREHOLDINGS AND LOANS 5.1 CONTENT AND METHOD OF DETERMINING THE COMPENSATION AND SHAREHOLDING PROGRAMS Detailed information of compensation, shareholdings and loans to active and former members of the Board of Directors and of the Global Executive Committee in fiscal year 2021 is included in the Remuneration Report on pages 260 to 277 of this Annual Report. 5.2 DISCLOSURE OF RULES IN THE ARTICLES OF INCORPORATION REGARDING COMPENSATION OF THE BOARD OF DIRECTORS AND OF THE EXECUTIVE MANAGEMENT For rules in the Articles of Incorporation regarding the approval of compensation by the General Meeting of Shareholders, the supplementary amount for changes in the executive management as well as the general compensation principles please refer to Articles 20 – 22 of the Articles of Incorporation. The Articles of Incorporation do not contain any rules regarding loans, credit facilities or post-employment benefits for the members of the Board of Directors and exec- utive management. The rules regarding agreements with members of the Board of Directors and of the ex- ecutive management in terms of duration and termi- nation are stipulated in Article 23. Dufry’s Articles of Incorporation are available on the Company website www.dufry.com/en/investors/corpo- rate-governance – Articles of Incorporation. 6. SHAREHOLDERS’ PARTICIPATION RIGHTS For the website link regarding the Articles of Incorpo- ration referred to in the following chapters please see the link above. 6.1 GENERAL MEETING OF SHAREHOLDERS IN 2021 UNDER THE COVID-19 SITUATION Due to the COVID-19 pandemic, the Annual General Meeting of Shareholders held on May 18, 2021, was held without the presence of shareholders (same as in the year 2020). This was based on Article 27 of the Ordi- nance 3 issued by the Swiss Federal Council on mea- sures to prevent the spread of COVID-19. The share- holders were able to exercise their rights at the General Meetings of Shareholders through the inde- pendent voting rights representative. The proxy and voting instruction forms could either be sent by mail or via email in a scanned form, and shareholders were also able to use the electronic voting platform (www. dufry.netvote.ch) for their voting instructions. The Board of Directors will decide how the 2022 General Meeting of Shareholders will be conducted in time be- fore the publication of the invitation to the 2022 An- nual General Meeting of Shareholders. 6.2 VOTING RIGHTS AND REPRESENTATION Each share recorded as a share with voting rights in the share register confers one vote on its registered holder. Each shareholder duly registered in the share register on the record date may be represented at the General Meeting of Shareholders by the independent voting rights representative or any person who is au- thorized to do so by a written proxy. A proxy does not need to be a shareholder. Shareholders entered in the share register as shareholders with voting rights on a specific qualifying date (record date) designated by the Board of Directors shall be entitled to vote at the Gen- eral Meeting of Shareholders and to exercise their 255 4 Governance Report DUFRY ANNUAL REPORT 2021 votes at the General Meeting of Shareholders. See section 6.5 below. 6.4 QUORUMS Nominees are only entitled to represent registered shares held by them at a General Meeting of Share- holders if they are registered in the share register in accordance with Article 5 para. 4 of the Articles of In- corporation and if they hold a valid written proxy granted by the beneficial owner of the registered shares instructing the nominee how to vote at the General Meeting of Shareholders. Shares held by a nominee for which it is not able to produce such a proxy count as not being represented at the General Meeting of Shareholders. 6.3 THE INDEPENDENT VOTING RIGHTS REPRESENTATIVE In accordance with Article 10 para. 3 of the Articles of Incorporation, dated May 18, 2021, the independent voting rights representative shall be elected by the General Meeting of Shareholders for a term of office extending until completion of the next Annual General Meeting of Shareholders. Re-election is possible. If the Company does not have an independent voting rights representative, the Board of Directors shall appoint the independent voting rights representative for the next General Meeting of Shareholders. The Company may also make arrangements for elec- tronic voting (Article 11 para. 5). Resolutions passed by electronic voting shall have the same effect as votes by ballot. The Annual General Meeting of Shareholders held on May 18, 2021, re-elected Altenburger Ltd legal + tax, Kuesnacht-Zurich, as the independent voting rights representative until the completion of the Annual General Meeting of Shareholders in 2022. Altenburger Ltd legal + tax is independent from the Company and has no further mandates for Dufry AG. For the upcoming Annual General Meeting of Share- holders on May 17, 2022, the Company will once more enable its shareholders to send their voting instruc- tions electronically to the independent voting rights representative Altenburger Ltd legal + tax through the platform: www.dufry.netvote.ch The corresponding instructions regarding registration and voting procedures on this electronic platform will be sent to the shareholders together with the invita- tion to the General Meeting of Shareholders. 256 The General Meeting of Shareholders shall be duly constituted irrespective of the number of sharehold- ers present or of shares represented. Unless the law or Articles of Incorporation provide for a qualified majority, an absolute majority of the votes repre- sented at a General Meeting of Shareholders is required for the adoption of resolutions or for elec- tions, with abstentions, blank and invalid votes hav- ing the effect of “no” votes. The Chairman of the Meeting shall have a casting vote. A resolution of the General Meeting of Shareholders passed by at least two thirds of the votes repre- sented and the absolute majority of the nominal value of shares represented shall be required for: 1. a modification of the purpose of the Company; 2. 3. the creation of shares with increased voting powers; restrictions on the transfer of registered shares and the removal of such restrictions; restrictions on the exercise of the right to vote and the removal of such restrictions; 4. 5. an authorized or conditional increase in share 6. capital; an increase in share capital through the conversion of capital surplus, through a contribution in kind or in exchange for an acquisition of assets, or a grant of special benefits upon a capital increase; 7. the restriction or denial of pre-emptive rights; 8. the change of the place of incorporation of the Company; the dismissal of a member of the Board of Directors; 9. 10. an increase in the maximum number of members of the Board of Directors; 11. a modification of the eligibility requirements of the members of the Board of Directors (Article 24 para. 1 of the Articles of Incorporation); 12. the dissolution of the Company; 13. other matters where statutory law provides for a corresponding quorum. 6.5 CONVOCATION OF THE GENERAL MEETING OF SHAREHOLDERS The General Meeting of Shareholders shall be called by the Board of Directors or, if necessary, by the Auditors. One or more shareholders with voting rights representing in the aggregate not less than 10 % of the share capital can request, in writing, that a General Meeting of Shareholders be convened. Such request must be submitted to the Board of Directors, specify- ing the items and proposals to appear on the agenda. 4 Governance Report DUFRY ANNUAL REPORT 2021 The General Meeting of Shareholders shall be con- vened by notice in the Swiss Official Gazette of Commerce (SOGC) not less than 20 days before the date fixed for the Meeting. Registered shareholders will also be informed by ordinary mail. 6.6 AGENDA The invitation for the General Meeting of Sharehold- ers shall state the day, time and place of the Meeting, and the items and proposals of the Board of Directors and, if any, the proposals of the shareholders who de- mand that the General Meeting of Shareholders be called or that items be included in the agenda. One or more shareholders with voting rights whose combined holdings represent an aggregate nominal value of at least CHF 1,000,000 may request that an item be included in the agenda of a General Meeting of Shareholders. Such a request must be made in writing to the Board of Directors at the latest 60 days be- fore the Meeting and shall specify the agenda items and the proposals made. 6.7 REGISTRATION INTO THE SHARE REGISTER The record date for the inscription of registered share- holders into the share register in view of their partici- pation in the General Meeting of Shareholders is de- fined by the Board of Directors. It is usually around 2 weeks before the Meeting. Shareholders who dispose of their registered shares before the General Meeting of Shareholders are no longer entitled to vote with such disposed shares. 7. CHANGE OF CONTROL AND DEFENSE MEASURES 7.2 CLAUSES ON CHANGE OF CONTROL In case of change of control, the share-based compen- sation as disclosed in the Remuneration Report shall vest immediately. In case of change of control, all amounts drawn under the EUR 1,300,000,000 multicurrency term and re- volving credit facilities agreement shall become im- mediately due and payable. Furthermore, upon the oc- currence of a change of control, Dufry will be required to repurchase the EUR 800,000,000 Senior Notes due 2024, the EUR 750,000,000 Senior Notes due 2027, the CHF 300,000,000 Senior Notes due 2026 and the EUR 725,000,000 Senior Notes due 2028 at a purchase price equal to 101 % of their respective principal amount, plus accrued and unpaid interest. In addition, upon the occurrence of a change of con- trol with respect to the CHF 500,000,000 Senior Con- vertible Bonds due 2026 and the CHF 69,500,000 Man- datory Convertible Notes, Dufry may be required, at the option of the holders, to redeem the bonds at 100 % of the principal amount plus accrued and unpaid inter- est. According to Article 23 of the Articles of Incorporation, employment and other agreements with the members of the Global Executive Committee may be concluded for a fixed term or for an indefinite term. Agreements for a fixed term may have a maximum duration of one year. Renewal is possible. Agreements for an indefinite term may have a notice period of maximum twelve months. The current contracts with the members of the Global Executive Committee contain termination periods of twelve months or less. Dufry’s Articles of Incorporation are available on the Company website www.dufry.com/en/investors/corpo- rate-governance – Articles of Incorporation. 8.1 AUDITORS, DURATION OF MANDATE AND TERM OF OFFICE OF THE LEAD AUDITOR 8. AUDITORS 7.1 DUTY TO MAKE AN OFFER An investor who acquires more than 33 ¹⁄³ % of all vot- ing rights (directly, indirectly or in concert with third parties) whether they are exercisable or not, is re- quired to submit a takeover offer for all shares out- standing (Article 135 Financial Market Infrastructure Act, FMIA). The Articles of Incorporation of the Com- pany contain neither an opting-out nor an opting-up provision (Article 125 para. 4 FMIA). Pursuant to the Articles of Incorporation, the Stat- utory Auditors shall be elected each year and may be re-elected. Deloitte AG have been the Statutory Au- ditors since 2021. Andreas Bodenmann has been the Lead Auditor since 2021. After 17 years with Ernst & Young Ltd. serving as the auditors of the Company, the Board of Directors had decided for governance reasons to tender the audit mandate in 2020. After careful examinations of sev- eral offers received, the Board of Directors decided to propose to the Annual General Meeting of Sharehold- ers held on May 18, 2021 Deloitte AG as the new Stat- 257 4 Governance Report DUFRY ANNUAL REPORT 2021 utory Auditors. The General Meeting elected Deloitte AG as Statutory Auditors for the financial year 2021 with 99.77 % of the votes represented. 8.2 AUDITING FEE The auditing fees for 2021 for the audit of the consol- idated and statutory financial statements of Dufry AG and its subsidiaries are CHF 4.4 million. 8.3 ADDITIONAL FEES During 2021, Deloitte AG billed additional fees for au- dit-related services (half-year review), agreed-upon procedures and tax services in the amount of CHF 0.2 million, CHF 0.4 million and CHF 0.1 million, respec- tively. 8.4 SUPERVISORY AND CONTROL INSTRUMENTS PERTAINING TO THE AUDIT The Audit Committee as a committee of the Board of Directors reviews and evaluates the performance and independence of the Statutory Auditors at least once each year. Based on its review, the Audit Committee recommends to the Board of Directors which external Auditor should be proposed for election at the Gen- eral Meeting of Shareholders. The decision regarding this agenda item is then taken by the Board of Direc- tors. As explained under section 8.1, the Board of Di- rectors proposed to the Annual General Meeting of Shareholders on May 18, 2021, to elect Deloitte as new Statutory Auditors, and the General Meeting elected Deloitte. When evaluating the performance and independence of the Statutory Auditors, the Audit Committee puts special emphasis on the following criteria: Global net- work of the audit firm, professional competence of the lead audit team, understanding of Dufry’s specific business risks, personal independence of the lead au- ditor and independence of the audit firm as a company, coordination of the Statutory Auditors with the Audit Committee and the Senior Management / Finance De- partment of Dufry Group, practical recommendations with respect to the application of IFRS regulations. Within the yearly approved budget, there is also an amount permissible for non-audit services that the Statutory Auditors may perform. Within the scope of the approved and budgeted amount, the Chief Financial Officer can delegate non-audit related man- dates to the Auditors. The Audit Committee agrees the scope of and dis- cusses the results of the external audit with the Stat- utory Auditors. The Statutory Auditors prepare a com- prehensive report addressed to the Board of Directors once per year, informing them in detail on the results of their audit. The Statutory Auditors also review the interim consolidated financial statements before they are released. Representatives of the Statutory Auditors are regularly invited to meetings of the Audit Committee, namely to attend during those agenda points that deal with ac- counting, financial reporting or auditing matters. In addition, the Audit Committee reviews regularly the internal audit plan. Internal Audit reports are commu- nicated to management in charge and the Company’s senior management on an on-going basis and 2 brief- ings were done to the Audit Committee in 2021. During the fiscal year 2021, the Audit Committee held 4 meetings (2 of which by video conferences). The Stat- utory Auditors were present at 2 of those meetings. The Board of Directors has determined the rotation interval for the Lead Auditor to be seven years, as de- fined by the Swiss Code of Obligation. The last rota- tion of the Lead Auditor was also in conjunction with the change to Deloitte AG as new Statutory Auditors and occurred in 2021. 9. INFORMATION POLICY Dufry is committed to an open and transparent com- munication with its shareholders, financial analysts, potential investors, the media, customers, suppliers and other interested parties. Dufry AG publishes its financial reports on a half-year basis (Half-Year Report, Annual Report) in English. The Company further releases quarterly trading updates for Q1 and Q3. All financial reports and media releases containing financial information are available on the Company website www.dufry.com/en. In addition, Dufry AG organizes presentations and con- ference calls with the financial community and media to further discuss details of the reported earnings or on any other matters of importance. The Company undertakes roadshows for institutional investors and participates at broker conferences and seminars on a regular basis. 258 4 Governance Report DUFRY ANNUAL REPORT 2021 Details and information on the business activities, Company structure, financial reports, media releases and investor relations are available on the Company’s website: internal guidelines, are prohibited to trade in Dufry equity or debt securities or any financial instruments derived therefrom. The black-out periods are subject to exemptions provided by Swiss law (e.g., for share buyback programs). www.dufry.com The official means of publication of the Company is the Swiss Official Gazette of Commerce: www.shab.ch Web-links regarding the SIX Exchange Regulation push- / pull-regulations concerning ad-hoc publicity issues are: www.dufry.com/en/media/press-releases-ad-hoc- announcements www.dufry.com/en/media/press-release- registration-form The current Articles of Incorporation are available on Dufry’s website under: www.dufry.com/en/investors/corporate-governance page section “Featured downloads – Articles of Incorporation”. The financial reports are available under: www.dufry.com/en/investors/ir-reports- presentations-and-publications page section “Presentation of results and other publications – select Financial Reports”. For the Investor Relations and Corporate Communi- cations contacts, the Corporate Headquarter address and a summary of anticipated key dates in 2022 please refer to pages 280 / 281 of this Annual Report. 10. ORDINARY BLACK-OUT PERIODS During the period of 4 weeks prior to the public an- nouncement of its annual financial statements and 15 calendar days prior to the public announcement of its half-year financial statements and Q1 and Q3 trading updates, and until and including the day of publication, the members of the Board of Directors and the Global Executive Committee, members of the management bodies of a Dufry Group company as well as employ- ees who have access to financial information of Dufry or to other inside information, as specified in Dufry’s 259 4 Governance Report DUFRY ANNUAL REPORT 2021 REMUNERATION REPORT DEAR SHARE- HOLDERS In the name of the Board of Directors and the Remu- neration Committee, I am pleased to introduce the 2021 Remuneration Report. 2021 was a very demanding year for the travel retail and tourism industry, as the COVID-19 pandemic con- tinued to show its negative effects in terms of travel restrictions and limitations around the world. As re- ported by our CEO and CFO in their letters, we saw gradual improvements in the business environment during the first half of the year, and a strong re-bound of travel, predominantly in the Western hemisphere, during the second half. Across the entire company, our teams have shown a remarkable performance and strong commitment to Dufry enabling us to reopen shop-by-shop and to safeguard our leadership position in global travel retail despite the ongoing challenges. Dufry was able to increase turnover by 53.2 % com- pared to 2020, organically reaching a level of 46.5 % of pre-crisis 2019. Equity Free Cash Flow strongly im- proved and amounted to CHF -33.4 million in total for the year 2021, significantly better than expected and achieved through cost savings and continued tight cash management. Overall savings for full year 2021 amounted to CHF 1,919.7 million consisting of MAG re- liefs, personnel and other expense savings. We are pre- pared to take full advantage of the expected recovery in traveling and travel retail during 2022 and beyond. In this Remuneration Report, we outline our current remuneration policies and the decisions made in rela- tion to the 2021 compensation of the Board of Direc- tors and the Global Executive Committee. At the 2021 General Meeting of Shareholders, two binding votes on the aggregate maximum remunera- tion amount for the Board of Directors and for the Global Executive Committee as well as a consultative vote on the Remuneration Report were conducted, so that shareholders could express their opinion on our remuneration programs and principles. While the shareholders approved the remuneration amounts for the Board of Directors and for the Global Executive Committee with a voting result of 86.57 % and 88.74 % respectively, the consultative vote on the Remunera- tion Report was approved with a rate of 63.65 % only. Following this result, the company reached out to in- vestors and proxy advisors to understand and address their concerns. Further details on the outcomes of this dialogue are included in this report. The Remuneration Committee focused its activities during fiscal year 2021 on the annual review of the re- muneration programs for the Board of Directors and the Global Executive Committee, the performance objective setting for the incentive plans and their per- formance assessment. In addition, the Remuneration Committee reviewed the remuneration for each mem- ber of the Board of Directors and of the Global Exec- utive Committee, as well as the Remuneration Report and the voting proposals on remuneration to the Gen- eral Meeting of Shareholders. Furthermore, in 2021 and early 2022, the Remuneration Committee dis- cussed how to include Environmental, Social and Gov- ernance (ESG) topics into the compensation structure of the Global Executive Committee going forward. ESG targets should be rigorously aligned with Dufry’s overall strategy, long-term oriented, measurable, and any compensation should be strictly linked to achieve- ment of the ESG targets. An additional discussion by the Remuneration Committee was on the possible in- troduction of a relative Total Shareholder Return (TSR) metric. Final work needs to be done and deci- sions taken on both matters, but the Remuneration Committee and the Board of Directors intend to in- troduce such additional measures to the long-term incentive for the Global Executive Committee in 2022. 260 4 Governance Report DUFRY ANNUAL REPORT 2021 years to compensate for the additional workload of the Chairpersons and the increasing complexities in the committee work. As in previous years, we will submit the Remuneration Report 2021 for a consultative vote at our Annual Shareholders’ Meeting on May 17, 2021. On behalf of the Remuneration Committee and the en- tire Board of Directors, I would like to thank you for your continued contributions, your trust in Dufry and in our long-term strategy and I trust that you will find this report informative. Yours sincerely, Luis Maroto Camino Chairman of the Remuneration Committee To improve the performance alignment of our execu- tive remuneration framework in these challenging times and also take account of shareholder feedback, several changes to the remuneration programs were implemented in fiscal year 2021: – In order to reflect the short-term priorities of the Group navigating through the Covid-19 pandemic, the performance objectives for the annual bonus of the Global Executive Committee focus on the Group turnover, with a 50 % weighting, and the Group cost savings, with a 50 % weighting, similar to fiscal year 2020. The respective targets were set at the begin- ning of the fiscal years; – In order to foster the long-term commitment and pay-for-performance alignment of our executives, a grant of performance share units (PSU) was awarded in the reporting year (unlike in the previous year, when the PSU plan was suspended for the one-year period 2020 and no PSU were granted). The vesting of those performance share units is conditional upon the achievement of two performance conditions: Cumulative Adjusted EPS with a 50 % weighting and Cumulative Equity Free Cash Flow with a 50 % weighting. Those objectives reflect the mid- and long-term priorities of the Group. The three-year performance period of the PSU remained unchanged compared with earlier PSU plans; – Regular basic salary payments in fiscal year 2021 compared to a 30 % voluntary salary reduction for the period April to June 2020. A single member of the Global Executive Committee (not the CEO) re- ceived a pre-defined basic salary increase in 2021 related to the increase in experience and responsi- bility. All other members of the Global Executive Committee did not receive any basic salary increase in the reporting year. Furthermore, the fees for the Chairs of Board Com- mittees were raised for the first time in the last seven 261 4 Governance Report DUFRY ANNUAL REPORT 2021 REMUNERATION AT A GLANCE SUMMARY OF REMUNERATION SYSTEM FOR FISCAL YEAR 2021 BOARD OF DIRECTORS REMUNERATION FOR FISCAL YEAR 2021 BOARD OF DIRECTORS In order to ensure their independence in performing their supervi- sory function, non-executive members of the Board of Directors receive a fixed remuneration in cash only. The remuneration awarded to the Board of Directors for fiscal year 2021 is within the limits approved at the 2020 and 2021 Annual Gen- eral Meetings of Shareholders (AGM). BOARD FEES (GROSS): (TCHF) REMUNERATION PERIOD APPROVED BY AGM (TCHF) TOTAL COMPEN- SATION* (TCHF) Chairman of the Board Board member ADDITIONAL FEES (GROSS): Lead Independent Director ESG responsibility Chair Audit Committee Chair Remuneration or Nomination Committee Committee member 2,010.5 250.0 AGM 2020 – AGM 2021 AGM 2021 – AGM 2022 8,500.0 8,500.0 7,179.8 7,761.3 * Reconciled between reported Board compensation for fiscal years 2020 and 2021 and corresponding compensation from one Annual General Meeting of Shareholders to the next. (TCHF) 100.0 100.0 100.0 75.0 50.0 The executive Chairman of the Board of Directors may receive an annual bonus based on performance criteria and capped at 130 % of his fixed fee. SUMMARY OF REMUNERATION SYSTEM FOR FIS- CAL YEAR 2021 GLOBAL EXECUTIVE COMMITTEE REMUNERATION FOR FISCAL YEAR 2021 GLOBAL EXECUTIVE COMMITTEE The remuneration of the Global Executive Committee consists of fixed and variable elements. Basic salary and other benefits form the fixed remuneration. The remuneration awarded to the Global Executive Committee for fiscal year 2021 is within the limits approved at the 2020 Annual General Meeting of Shareholders. Variable remuneration drives and rewards best-in-class perfor- mance based on ambitious and stretched targets. It consists of an annual cash bonus and a grant of performance share units (PSU). Basic salary Pay for the position Benefits Annual cash bonus PSU plan Covers retirement, death and disability risks, allowances in kind Drive and reward annual performance Drive and reward long-term performance, align with shareholders’ interests, 3-years performance period REMUNERATION PERIOD APPROVED BY AGM (TCHF) TOTAL COMPEN- SATION (TCHF) Fiscal year 2021 34,000.0 21,310.3 Annual bonus for fiscal year 2021 130 % of target: The total combined performance ratio for the two targets Turnover and Cost savings was 141 %, leading to the annual bonus being capped at the maximum payout of 130 %. PSU grant and vesting in fiscal year 2021 The grant value of the PSU awarded in 2021 amounts to 26 % of the total compensation for FY 2021. The PSU awarded in FY 2019 will not vest in May 2022, as the minimum performance threshold was not achieved. Remuneration policy and principles Remuneration governance In order to ensure the company’s sustainable success, it is crit- ical to attract, develop and retain the right talents. Dufry’s re- muneration programs are designed to support this fundamen- tal objective and are based on the following principles: – Pay for performance; – Shareholder interests; – Competitiveness; – Transparency. – Authority for decisions related to remuneration are governed by the Articles of Incorporation and the Board Regulations of Dufry AG. – The maximum aggregate amounts of remuneration of the Board of Directors and of the Global Executive Committee are subject to binding votes at the AGM. – In addition, the Remuneration Report for the preceding pe- riod is subject to a consultative vote at the AGM. – The Board of Directors is supported by the Remuneration Committee in preparing all remuneration-related decisions regarding the Board of Directors and the Global Executive Committee. 262 4 Governance Report DUFRY ANNUAL REPORT 2021 INTRODUCTION REMUNERATION GOVERNANCE The long-term success of Dufry depends on our ability to attract, motivate and retain outstanding individuals who will ensure that we can further expand our global market leadership position in travel retail over the next years, remain a strong company with a sound balance sheet and cash flows, be a reliable employer, and offer good and fair working environments for our staff. In order to achieve these goals, we continue to pro- vide appropriate and competitive remuneration to all our employees and to support their development and working careers. Our executive compensation system is aligned with the strategy of being a high-perfor- mance organization and takes into account the short- term and long-term objectives of our business. Dufry operates a short-term annual bonus and a long-term incentive plan with a set of pre-defined performance targets for each. The current Remuneration Report describes our re- muneration principles and programs, as well as the governance framework related to the remuneration of the Board of Directors and of the Global Executive Committee. The report also provides information on the remuneration paid to the members of the Board of Directors and the Global Executive Committee for fis- cal year 2021. The report is prepared in accordance with Articles 13 – 17 of the Ordinance against excessive Compensation (OaeC) in Listed Stock Corporations, item 5 of the Annex to the Corporate Governance Di- rective (DCG) of SIX Exchange Regulation governing disclosure of remuneration systems and remuneration paid to members of the Board of Directors and the Global Executive Committee, and the principles of the Swiss Code of Best Practice for Corporate Gover- nance of economiesuisse. The Remuneration Report will be submitted to the General Meeting of Shareholders on May 17, 2022 for a consultative vote. ARTICLES OF INCORPORATION AND SHAREHOLDERS Dufry’s Articles of Incorporation contain specific pro- visions on remuneration. The Articles of Incorpora- tion, and any amendments thereof, are subject to ap- proval by the General Meeting of Shareholders. The remuneration provisions include rules concerning the election, the constitution and the powers of the Re- muneration Committee (Art. 17 and 18); the approval of remuneration by the General Meeting of Sharehold- ers (Art. 20); the supplementary amount in case of changes on the Global Executive Committee (Art. 21); the general remuneration principles (Art. 22); the agreements with members of the Board of Directors and of the Global Executive Committee (Art. 23); as well as the maximum number of mandates outside the company that a member of the Board of Directors or of the Global Executive Committee may hold (Art. 24 and 25). The Articles of Incorporation are available on the Company website under: www.dufry.com/en/investors/corporate-governance page section “Featured downloads - Articles of Incor- poration”. Pursuant to Dufry’s Articles of Incorporation, the General Meeting of Shareholders has to approve the proposal of the Board of Directors in relation to the maximum aggregate amounts of remuneration of the Board of Directors for the period until the next Annual General Meeting of Shareholders and of the Global Ex- ecutive Committee for the following fiscal year. The votes on these maximum aggregate amounts of remu- neration have a binding effect. Thereafter, the decision authority on the individual remuneration of the mem- bers of the Board of Directors and of the Global Exec- utive Committee (within the limits approved by the General Meeting of Shareholders) is with the Board of Directors. In addition, the Remuneration Report is submitted to the Annual General Meeting of Share- holders for an advisory vote on a yearly basis, so that shareholders can express their opinion on the remu- neration policy and programs. Following the rather low 63.65 % approval rate of the Remuneration Report 2020 at the Annual General Meeting of Shareholders 2021, the company reached out to investors and proxy advisors to understand and address their concerns on the remuneration policy and programs. 263 4 Governance Report DUFRY ANNUAL REPORT 2021 REMUNERATION COMMITTEE MEMBER OF THE BOARD OF DIRECTORS ELECTED BOARD MEMBER SINCE IN THE REMUNERATION COMMITTEE SINCE Luis Maroto Camino Steven Tadler 1 Eugenia M. Ulasewicz Joaquín Moja-Angeler Cabrera 1 2019 2018 2021 2021 Annual General Meeting 2021 Annual General Meeting 2021 until August 2021 Annual General Meeting 2021 August 2021 1 Mr. Moya-Angeler Cabrera replaced Mr. Tadler in the Remuneration Committee as of August 2021. Dufry’s response to the stakeholders’ feedback in- cludes: – A simplified disclosure within the Remuneration Re- port and additional relevant information. – To provide a more detailed performance assess- ment ex-post for the annual bonus and the vesting of the performance share units (PSU) plan. The per- formance targets used in the incentives of the Global Executive Committee are a commercially sensitive information, and as such, are not dis- closed. – To base the annual bonus solely on pre-defined fi- nancial targets (performance objectives in 2021 are Turnover and Cost savings). – To well balance between short-term and long-term remuneration, taking into account that PSU were granted and the fact that no grant of PSU was done for fiscal year 2020. – PSU plan with two different performance conditions (cumulative adjusted EPS and cumulative Equity Free Cash Flow). BOARD OF DIRECTORS AND REMUNERATION COMMITTEE Based on Dufry’s Articles of Incorporation and appli- cable law, the Board of Directors has the overall re- sponsibility for defining the remuneration policy of the Group, as well as the general terms and conditions of employment for members of the Global Executive Committee. It approves the individual remuneration of the members of the Board of Directors and the Global Executive Committee (within the limits approved by the General Meeting of Shareholders). The Remuneration Committee, which consists of three non-executive independent members of the Board of Directors, supports the Board of Directors in fulfilling all remuneration related duties. The General Meeting of Shareholders held on May 18, 2021, elected Ms. Eugenia M. Ulasewicz, Mr. Steven Tadler and Mr. Luis Maroto Camino (all individually elected) as members of the Re- muneration Committee for a term of office until com- pletion of the next Annual General Meeting of Share- holders in 2022. Luis Maroto Camino was appointed as Chairman of the Remuneration Committee. In August 2021, the Board of Directors appointed Mr. Joaquín Moya-Angeler Cabrera as member of the Re- muneration Committee, to replace Mr. Tadler. The Remuneration Committee has the following pow- ers and duties: – Review and assess the remuneration system of the Company and the Group (including the management incentive plans) and make proposals in connection thereto to the Board of Directors; – Make recommendations regarding the proposals of the Board of Directors for the maximum aggregate amount of compensation of the Board of Directors and the Global Executive Committee to be submit- ted to the Annual General Meeting of Shareholders for approval; – Make proposals in relation to the remuneration package of the Group CEO and the members of the Board of Directors; – Make proposals on the grant of options or other se- curities under any management incentive plan of the Company; – Review and recommend to the Board of Directors the remuneration report. The Remuneration Committee discusses the annual compensation of the members of the Board of Direc- tors (board fees, committee fees, target bonus for the Chairman) in separate meetings. The Chairman of the Board of Directors and the Chief Executive Officer usually participate in these meetings without any vot- ing rights and they leave the room when their own com- pensation is discussed. The Remuneration Committee submits its proposals to the full Board of Directors an- 264 4 Governance Report DUFRY ANNUAL REPORT 2021 DECISION AUTHORITIES LEVELS OF AUTHORITY Remuneration policy and principles Maximum aggregate remuneration amount for the Board of Directors Remuneration of the Board Chairman Individual remuneration of the Board members Maximum aggregate remuneration amount for the Global Executive Committee Remuneration of the CEO Individual remuneration of the other members of the Global Executive Committee Remuneration Report CEO REMUNERATION COMMITTEE BOARD OF DIRECTORS AGM Proposes Approves Proposes Proposes Proposes Proposes Proposes Proposes to Remuneration Committtee Proposes to Board of Directors Approves (binding vote) Approves (binding vote) Reviews and proposes Approves* Approves* Reviews and proposes Approves* Approves* Proposes Approves Consultative vote * Within the overall limits approved by the Annual General Meeting of Shareholders. nually and the Board of Directors decides collectively on the remuneration of its members with all Board members being present during the discussion. The Remuneration Committee annually reviews and proposes for approval to the Board of Directors the remuneration for the members of the Global Execu- tive Committee, other than the CEO upon proposal by the CEO. The CEO’s remuneration is determined by the Remuneration Committee and submitted to the full Board of Directors for approval. The Remuneration Committee meets as often as busi- ness requires but at least four times annually. The Chairman of the Remuneration Committee reports to the Board of Directors after each meeting on the ac- tivities of the committee. The minutes of the commit- tee meetings are made available to all members of the Board of Directors. In the reporting year, the Remuneration Committee held 7 meetings. The duration of the meetings ranged from two to three hours. The members of the Remu- neration Committee (except Mr. Tadler) attended all meetings in fiscal year 2021. The Remuneration Committee may decide to consult external advisors. In fiscal year 2021, Homburger AG and PricewaterhouseCoopers AG (PwC) were con- sulted for specific remuneration matters. Other divi- sions of PwC provided services as Tax and HR advisors for other internal projects. For further details regarding the responsibilities of the Remuneration Committee and the meetings held in fiscal year 2021 please refer to section 3.5 Internal Or- ganizational Structure of the Corporate Governance Report. METHOD FOR DETERMINING REMUNERATION AND BENCHMARKING Dufry reviews the remuneration of the Global Execu- tive Committee members annually to ensure that it re- mains competitive to attract and retain talent in the evolving context in which the company operates. The last benchmarking analysis on the remuneration of the Global Executive Committee members was conducted with PwC in fiscal year 2021, using third party remu- neration survey data and disclosed information from other Swiss listed companies. The peer group for com- pensation benchmarking has been selected consider- ing factors such as Swiss listing, geographic spread of the business, demographic size of employee base and complexity of the industry. The list of companies in 2021 included ABB, Adecco, Barry Callebaut, Clariant, Ems-Chemie, Geberit, Georg Fischer, Lafarge Holcim, Lindt, Lonza, Nestlé, Novartis, Richemont, Roche, Sika, Sonova, Straumann, Swatch Group and Swisscom. The peers remained the same as in 2020 and 2019, as Dufry considers the selected comparison criteria still valid going forward. 265 4 Governance Report DUFRY ANNUAL REPORT 2021 REMUNERATION OF THE BOARD OF DIRECTORS Committee members receive an additional remuner- ation of TCHF 50.0 p.a. REMUNERATION PRINCIPLES The remuneration of the members of the Board of Di- rectors is set to attract and retain highly qualified in- dividuals to serve on the Board of Directors. The Board of Directors determines the amount of remuneration of its members, taking into account their responsibil- ities, experience and the time they invest in their ac- tivity as members of the Board of Directors. REMUNERATION SYSTEM Non-executive board members To guarantee their independence in exercising their supervisory duties, the non-executive members of the Board of Directors receive a fixed cash remuneration only and do not participate in Dufry employee bene- fits plans. Remuneration to the non-executive mem- bers of the Board of Directors is not tied to particular performance targets. The remuneration of the Board of Directors consists of an annual Board fee of TCHF 250.0. The functions as Lead Independent Director and oversight for ESG are remunerated with an additional amount of TCHF 100.0 p.a. each. The Chair of the Audit Commit- tee is remunerated with TCHF 100.0 p.a. and the Chairs of the Remuneration Committee and of the Nomina- tion Committee with TCHF 75.0 p.a. each. The other The fees for the Chair of each Committee have been increased in fiscal year 2021 to account for the in- creased workload for the Chairs of the Committees, driven by the extended requirements on non-financial reporting and related audit as well as a quickly chang- ing landscape of remuneration determination and transparency, also driven by recent regulation in and outside of Switzerland. None of the other fees were in- creased in previous years. The CEO does not receive any remuneration for his function as Board member. The remuneration of the Board of Directors is paid quarterly and may be subject to regular social secu- rity contributions, depending on the citizenship and residence country of each Board member. Executive Chairman The Chairman of the Board of Directors, who is tradi- tionally intensely involved with the Company’s man- agement, is considered an executive Chairman. In his executive role, a substantial amount of his time is de- voted to the company’s operations where he works very closely with the CEO to pursue value-enhancing initiatives including strategically important relation- ships, joint ventures or acquisitions, strengthening the Company’s partnerships with governments, large sup- REMUNERATION STRUCTURE OF THE BOARD OF DIRECTORS POSITION / RESPONSIBILITY Chairman of the Board of Directors Lead Independent Director 2 Member of the Board of Directors 3 Member responsible for the oversight on Dufry’s ESG initiatives 2 Chair of the Audit Committee 2 Chair of the Remuneration Committee or Nomination Committee 2 Member of the Committees 2 ANNUAL FEE 2021 IN TCHF REDUCED ANNUAL FEE 2020 1 IN TCHF ANNUAL FEE 2020 1 IN TCHF 2,010.5 1,859.7 2,010.5 100.0 250.0 100.0 100.0 75.0 50.0 92.5 231.3 92.5 46.3 46.3 46.3 100.0 250.0 100.0 50.0 50.0 50.0 Fees mentioned in the table are gross amounts. 1 The annual fees for fiscal year 2020 were voluntarily reduced by 30 % for the second quarter (April to June 2020) due to the COVID-19 situation as shown in the middle column. 2 The fees mentioned for the position of Lead Independent Director, Supervision of ESG strategy, Chair or Membership of a Committee are in addition to the annual board fee as member of the Board of Directors. 3 The CEO does not receive additional compensation as a Board member. 266 4 Governance Report DUFRY ANNUAL REPORT 2021 pliers and airport authorities. He also supports re- financing activities and capital market transactions of the Company. bonus of the Global Executive Committee (identical metrics of Turnover and Cost savings), please refer to the details on page 273 in section “Performance in Fis- cal Year 2021”. As in previous years, the Chairman receives a fixed re- muneration of TCHF 2,010.5 and is eligible for a per- formance bonus. The performance bonus at target amounts to 100 % of the fixed remuneration. The ac- tual payout is capped at 130 % of target. The bonus in 2021 was based on the same metrics than the annual bonus for the members of the Global Executive Com- mittee: Turnover with 50 % weight and Cost savings with 50 % weight (2020: bonus based on liquidity im- provement, incorporation of additional long-term shareholders and the merger of Hudson Ltd.). No pay- out occurs if the performance is not at least 75 % of the combined set target. The Chairman’s bonus can be paid either in cash or in an equivalent number of shares allocated to him or as a mix between the two. The Board of Directors decided that the bonus for the Chairman for fiscal year 2021 will be paid in cash (2020: in cash). The fixed remuneration is paid quarterly, the bonus is paid out during the second quarter of the fol- lowing year. REMUNERATION OF THE BOARD OF DIRECTORS FOR FISCAL YEAR 2021 The table on page 268 is audited according to Article 17 of the Ordinance against Excessive Compensation in Listed Stock Corporations. SUMMARY OF REMUNERATION IN FISCAL YEARS 2021 AND 2020 The annual base fee as member of the Board of Direc- tors remained unchanged compared with the previous year. However, in 2020, the base fee and the additional fees paid to the members of the Board of Directors had been voluntarily reduced by 30 % for the three- months period April to June 2020 in the context of the COVID-19 pandemic. All members of the Board of Di- rectors had agreed to and participated in this fee re- duction. The executive Chairman of the Board of Directors re- ceived a fixed fee of TCHF 2,010.5 (2020: reduced / paid- out fee of TCHF 1,859.7) and a performance bonus of TCHF 2,613.6 (2020: TCHF 2,523.2) in cash. The fixed Board fee for the Chairman position was last increased in 2017 and remained unchanged since then. The per- formance bonus amounted to 130 % of the annual fixed fee (2020: 126 %). For details of Dufry’s performance in fiscal year 2021, which was relevant for the perfor- mance bonus of the Chairman as well as the annual On December 31, 2021, the Board of Directors com- prised 11 members (December 31, 2020: 10 Board members). For fiscal years 2021 and 2020, the remu- neration for the members of the Board of Directors is shown in the remuneration table on page 268 and re- flects the period from January 1 until December 31. The remuneration increase of 9 % compared with the previous year is mainly due to the changes in the total number of Board members, the composition of the Board of Directors and of its Committees, the increase of the committee fees for Chairpersons, the voluntary reduction of the Board and Committee fees in the con- text of the COVID-19 pandemic in fiscal year 2020 as well as the higher performance achievement related to the bonus of the executive Chairman. OTHER REMUNERATION, LOANS OR GUARANTEES (AUDITED) For fiscal years 2021 and 2020, no other remuneration (other than mentioned in the table on page 268) was paid directly or indirectly to current or former members of the Board of Directors or to their related parties. No member of the Board of Directors or their related parties were granted a loan or a guarantee during the reporting years. There was no loan outstanding at the end of the reporting years to any member of the Board of Directors or their related parties. RECONCILIATION BETWEEN THE REPORTED BOARD REMUNERATION FOR FISCAL YEAR 2021 AND THE REMUNERATION AMOUNT APRROVED BY THE AGM FOR THE PERIOD FROM AGM 2021 UNTIL AGM 2022 The Annual General Meeting of Shareholders (AGM) held on May 18, 2021 approved a maximum aggregate amount of remuneration of the Board of Directors of CHF 8.5 million for the term of office from the AGM 2021 to the AGM 2022 (CHF 8.5 million from AGM 2020 to AGM 2021). The table on page 268 shows the reconciliation between the reported Board remuner- ation for fiscal year 2021 and the amount approved by the shareholders at the AGM 2021. 267 4 Governance Report DUFRY ANNUAL REPORT 2021 REMUNERATION OF THE BOARD OF DIRECTORS (AUDITED) 2021 2020 1 NAME, FUNCTION IN THOUSANDS OF CHF Juan Carlos Torres Carretero, Chairman 2, 5 Heekyung Jo Min, Lead Independent Director 3 Jorge Born, Director Julián Díaz González, Director and CEO 4, 5 Mary J. Steele Guilfoile, Director 5, 6 Luis Maroto Camino, Director Joaquín Moya-Angeler Cabrera, Director 7 Ranjan Sen, Director 8 Steven Tadler, Director Lynda Tyler-Cagni, Director Eugenia M. Ulasewicz, Director 7 REMUNERATION SOCIAL SE- CURITY CON- TRIBUTIONS 11 TOTAL REMUNERATION SOCIAL SECURITY CONTRIBU- TIONS 11 4,624.1 500.0 415.7 – 300.0 346.6 175.3 250.0 361.2 300.0 186.3 – – 25.0 – – – 8.7 – – – – 4,624.1 500.0 440.7 – 300.0 346.6 184.0 250.0 361.2 300.0 186.3 4,382.9 473.1 370.0 – 167.7 277.5 – 59.1 323.8 295.2 – 97,3 – 22.3 – – 16.9 – – – 5.3 – TOTAL 4,480.2 473.1 392.3 – 167.7 294.4 – 59.1 323.8 300.5 – Subtotal for active members at Dec 31, 2021 7,459.2 33.7 7,492.9 6,349.3 141.8 6,491.1 Claire Chang, Director 9 Andrés Holzer Neumann, Director 5, 10 Total 133.6 – 7,592.8 6.7 – 40.4 140.3 – 7,633.2 323.8 172.0 6,845.1 16.2 4.2 162.2 340.0 176.2 7,007.3 Amounts mentioned in the table are gross amounts. 1 The annual fees in 2020 were voluntarily reduced by 30 % for the second quarter period April to June 2020, due to the COVID-19 situation. 2 The remuneration for Mr. Torres Carretero includes a Board fee of CHF 2.01 million and a bonus of CHF 2.61 million (2020: CHF 1.86 million reduced Board fee and CHF 2.52 million bonus). 3 The remuneration for Ms. Heekyung Jo Min includes the fees for her responsibilities as Lead Independent Director and her responsibilities to oversee Dufry’s ESG initiatives. 4 Mr. Díaz González (CEO of the Company) does not receive any additional compensation as Board member. 5 In fiscal year 2020, the following Dufry Board members also served as members of the Board of Directors of Hudson Ltd.: Juan Carlos Torres Carretero, Julián Díaz González, Andrés Holzer Neumann, and Mary J. Steele Guilfoile (prior to her election as member of the Dufry Board of Directors on May 18, 2020. With her election to the Dufry Board of Directors, she stepped down from the Hudson Board of Directors). Andrés Holzer Neumann received a Board fee of USD 0.09 million in 2020 as a member of the Board of Directors of Hudson Ltd. for the period January 1 to May 18, 2020 (May 18 is the date when he stepped down from the Board of Directors of Dufry AG). 6 Director since AGM on May 18, 2020. 7 Director since AGM on May 18, 2021. 8 Director since EGM on October 6, 2020. 9 Director until AGM on May 18, 2021. 10 Director until AGM on May 18, 2020. 11 Amount includes mandatory employer social security contributions. RECONCILIATION BETWEEN REPORTED BOARD COMPENSATION AND AMOUNT APPROVED BY SHAREHOLDERS AT AGM BOARD COMPENSATION FOR FISCAL YEAR 2021 AS REPORTED LESS BOARD COMPENSATION TO BE ACCRUED FOR THE PERIOD JANUARY 1, 2021 TO THE AGM ON MAY 18, 2021 (4.5 MONTHS) PLUS BOARD COMPENSATION TO BE ACCRUED FOR THE PERIOD JANUARY 1, 2022 TO THE AGM ON MAY 17, 2022 (4.5 MONTHS) TOTAL BOARD COMPENSATION FOR THE PERIOD FROM AGM 2021 TO AGM 2022 TOTAL MAXIMUM AMOUNT AS APPROVED BY SHAREHOLDERS AT THE AGM 2021 FOR PERIOD OF AGM 2021 TO AGM 2022 COMPEN- SATION RATIO IN THOUSANDS OF CHF Total Board of Directors 7,633.2 (1,803.3) 1,931.4 7,761.3 8,500.0 91.3 % 268 4 Governance Report DUFRY ANNUAL REPORT 2021 REMUNERATION OF THE GLOBAL EXECUTIVE COMMITTEE REMUNERATION PRINCIPLES Dufry aims to provide internationally competitive re- muneration to the members of the Global Executive Committee that reflects the experience and the area of responsibility of each individual member. Moreover, the remuneration system is intended to support the execution of the business strategy, drive performance and strengthen the alignment with the shareholder in- terests. The remuneration system is built around the following principles: Pay for Performance A significant portion of the remuneration depends on the achieve- ment of short-term and long-term performance targets. Shareholder alignment A significant portion of remuneration is paid in the form of equity, strengthening the alignment between the interests of the execu- tives with those of the shareholders. Competitiveness Remuneration levels are competitive with the talent market of Dufry. Transparency The remuneration system and remuneration decisions are ex- plained in a transparent way to internal and external stakeholders. REMUNERATION SYSTEM The remuneration of the members of the Global Ex- ecutive Committee includes the following elements: – Fixed basic salary in cash; – Other indirect benefits, post-employment benefits; – Performance-related bonus in cash; – Long-term share-based incentive. Basic salary The annual basic salary is the fixed remuneration re- flecting the scope and key areas of responsibilities of the position, the skills required to perform the role and the experience and competencies of the individual person. The basic salary is reviewed annually. Gener- ally, salary increases for members of the Global Exec- utive Committee are in line with increases for the broader workforce. In case of promotion, typically a more substantial salary increase may be warranted. Nevertheless, a newly promoted Global Executive Committee member would get a base salary at the lower end of the expected range with a view to get in- creases alongside his / her growing experience. Also, higher salary increases may be warranted when there is an increase in responsibilities. Other indirect benefits and post-employment benefits Whenever applicable, members of the Global Execu- tive Committee participate in the benefits plans avail- able to all employees in their country of employment. Benefits consist mainly of retirement, insurance, and healthcare plans that are designed to provide a rea- sonable level of protection for the employees and their dependents in respect to the risk of retirement, dis- ability, death, and illness. The members of the Global Executive Committee with a Swiss employment con- tract participate in the Dufry’s pension plans offered to all employees in Switzerland. These consist of the basic pension fund, in which base salaries up to an amount of TCHF 213.3 per annum are insured, as well as a supplementary plan in which base salaries in ex- cess of this limit are insured up to the maximum amount permitted by law. Dufry’s pension funds ex- ceed the legal requirements of the Swiss Federal Law on occupational Retirement, Survivors, and Disability Pension Plans (BVG) and are in line with prevalent mar- ket practice. Members of the Global Executive Com- mittee under foreign employment contracts are in- sured commensurately with market conditions and with their position. Each plan varies in line with the lo- cal competitive and legal environment and at a mini- mum, in accordance with the legal requirements of the respective country. The Company limits further benefits to a minimum. Fringe benefits such as health insurance, company car, schooling or housing allowances have been granted to certain members of the Global Executive Committee. The monetary values of these benefits are included at their fair value in the remuneration tables. Annual bonus The annual bonus is a short-term variable incentive de- signed to reward the financial performance of the Group over a time horizon of one year. The annual target bonus (i.e. assuming 100 % achieve- ment of the performance targets) is defined annually for each member of the Global Executive Committee and is expressed as a percentage of the annual basic salary. The target bonus amounts to 110 % of the an- nual basic salary for the CEO and ranges from 50 % to 109 % of the annual basic salary for the other mem- bers of the Global Executive Committee (2020: 110 % 269 4 Governance Report DUFRY ANNUAL REPORT 2021 REMUNERATION COMPONENTS COMPONENT INSTRUMENT PURPOSE INFLUENCED BY PERFORMANCE OBJECTIVES IN 2021 Basic salary - Basic remuneration - Paid in cash on a monthly basis - Attract and retain best professionals - Position - Competitive market environment - Experience of the person Other indirect benefits, post-employment benefits - Allowances in kind - Social pension and insurance benefits - Attract and retain - Protect against risks - Legal requirements - Market practice Annual bonus - Annual bonus in cash - Pay for performance - Financial performance of the Group for the fiscal year - Turnover - Cost savings Long-term share-based incentives (PSU) - Performance Share - Reward long-term - Financial performance Units (PSU) performance - Align with shareholder interests of the Group over a three-year period - Adjusted EPS - Equity Free Cash Flow for the CEO and 70 % to 105 % for the other members of the Global Executive Committee). The actual bonus paid out depends on the achievement of pre-defined Group financial objectives and may range from 0 % to 130 % of the target bonus. The Group financial objectives for the annual bonus are determined annually by the Board of Directors upon recommendation by the Remuneration Commit- tee and are set in line with the mid-term strategic plan and the annual budget. In fiscal years 2020 and 2021, travel and travel retail were among the most impacted sectors globally due to the COVID-19 pandemic. In this context, the Board of Directors had established in 2020 that it was essential to focus on two financial ob- jectives that are absolutely critical for the company to recover from the crisis: the Group Turnover and the so-called MAG Reliefs (reliefs of the fixed minimal an- nual amount guaranteed to airport authorities and landlords). Those two targets were introduced in the annual bonus for fiscal year 2020 with a 50 % weight each. For fiscal year 2021, the Board of Directors de- cided that the Company still needed to focus on the turnover and cost savings and validated the perfor- mance objectives as follows: Group Turnover, with a 50 % weighting and Group Cost savings (including per- sonnel expenses and operating expenses, as well as MAG Relief negotiations) with a 50 % weighting. The performance of each target is measured as a per- centage compared with the benchmark amount. For performance achievement percentage below 75 %, the bonus payout is zero. For a performance achievement of 100 %, the bonus payout amounts to 100 % of the annual target bonus. The bonus payout is capped to 130 % of the annual target bonus amount. The Remuneration Committee considers the financial targets for the annual bonus to be commercially sen- sitive and that it would put the company at a compet- itive disadvantage to disclose those. However, a per- formance assessment and the connection between pay and performance are provided ex-post, as com- mentary to the remuneration tables. The annual bonus is usually paid out in cash in the sec- ond quarter of the following year. Share-based incentives (PSU) In 2013, Dufry introduced a Performance Share Unit (PSU) plan for the members of the Global Executive Committee. The purpose of the plan is to provide the members of the Global Executive Committee (and since fiscal year 2015 also selected members of the Senior Management team) with an incentive to make significant and extraordinary contributions to the long-term performance and growth of the Group, en- hancing the value of the shares for the benefit of the shareholders. The share-based incentive is also in- 270 4 Governance Report DUFRY ANNUAL REPORT 2021 OVERVIEW OF THE TARGET AND MAXIMUM BONUS FOR THE GLOBAL EXECUTIVE COMMITTEE FISCAL YEAR 2021 FISCAL YEAR 2020 Target bonus amount for CEO 110 % of annual basic salary 110 % of annual basic salary Target bonus amount for other members of the Global Executive Committee 50 % to 109 % of annual basic salary 70 % to 105 % of annual basic salary Maximum annual bonus 130 % of target bonus amount 130 % of target bonus amount PERFORMANCE OBJECTIVES FOR ANNUAL BONUS Performance objectives and weighting Minimum achievement level for payout (below which the payout is zero) FISCAL YEAR 2021 Turnover (50 %) Cost savings (50 %) FISCAL YEAR 2020 Turnover (50 %) MAG Relief (50 %) 75 % of the combined targets performance 75 % of the combined targets performance Maximum annual bonus 130 % of the target bonus amount 130 % of the target bonus amount creasing the ability of Dufry Group to attract and re- tain persons of exceptional skills. The value of the PSU grant is usually defined annually for each member of the Global Executive Committee. The number of PSU allocated to each member of the Global Executive Committee takes into account the basic salary as well as the prevailing share price. For fiscal year 2021, the value of the PSU grant amounts to 99 % of the annual basic salary for the CEO and ranges from 62 % to 114 % of the annual basic salary for the other members of the Global Executive Com- mittee (2020: no PSU were awarded to the members of the Global Executive Committee or members of the Senior Management team due to the particular cir- cumstances related to the COVID-19 pandemic). PSU are a conditional right to receive future shares of the company, if the vesting conditions are met on the vesting date in June 2024. From an economic point of view, the PSU are stock options with an exercise price of nil. They are expected to have no dilutive effect, as the shares are sourced from treasury shares held by the Company. The performance targets of the 2021 PSU grant are the Cumulative adjusted EPS, with a 50 % weighting, and the Cumulative Equity Free Cash Flow with a 50 % weighting, measured over a three-year performance period. The PSU vest on the vesting date based on the achieve- ment of the performance targets. Each PSU may pro- vide between zero share (less than 50 % targets achievement) and 2 shares (150 % or more targets achievement). In case of voluntary resignation or termination for cause, unvested PSU forfeit without any compensa- tion. They continue to vest in case of termination by the employer without cause, retirement, disability or death and they are subject to immediate vesting in case of change of control. The Remuneration Committee and the Board of Direc- tors consider to introduce a relative Total Shareholder Return metric as well as ESG targets to future PSU plans. Employment contracts According to Article 23 of the Articles of Incorpora- tion, employment and other agreements with the members of the Global Executive Committee may be concluded for a fixed term or for an indefinite term. Agreements for a fixed term may have a maximum du- ration of one year. Agreements for an indefinite term may have a notice period of maximum twelve months. The current employment contracts with the members of the Global Executive Committee contain termina- tion periods of twelve months or less. 271 4 Governance Report DUFRY ANNUAL REPORT 2021 OVERVIEW OF PSU GRANT TO THE GLOBAL EXECUTIVE COMMITTEE PSU grant CEO 99 % of annual basic salary No grant PSU grant other members of the Global Executive Committee 62 % to 114 % of annual basic salary No grant FISCAL YEAR 2021 FISCAL YEAR 2020 OVERVIEW OF THE PERFORMANCE OBJECTIVES OF THE PSU PLAN FISCAL YEAR 2021 Performance objectives Cumulative adjusted EPS Cumulative Equity Free Cash Flow Rationale Definition Measures the company’s profitability to investors Measures the company’s ability to generate cash Cumulative EPS mainly adjusted for P & L charges such as acquisition related amortization and impairments of concession rights, impairment of goodwill, lease interest, transaction costs and other one-offs. The cumulative adjusted EPS over a three-year period is expressed as a nominal amount in CHF. The cumulative Equity Free Cash Flow over a three-year period is expressed as a nominal amount in CHF. FISCAL YEAR 2020 No grant No grant Weighting 50 % Performance period 2021 – 2023 50 % 2021 – 2023 Minimum threshold 50 % of targets achievement 50 % of targets achievement Target (100 % vesting) Cumulative adjusted EPS measured as nominal amount in CHF, corresponding to an improvement by CHF 26.50 compared to the adjusted EPS for fiscal year 2020 Cumulative EFCF measured as nominal amount in CHF, corresponding to an improvement by CHF 993 million compared to the EFCF for fiscal year 2020 Maximum threshold 150 % of targets achievement or above 150 % of targets achievement or above Maximum vesting 2 shares per PSU (200 %) 2 shares per PSU (200 %) Share allocation on vesting At target 1 share per PSU; at maximum 2 shares per PSU. The performance objectives for the PSU granted in previous years are disclosed in the respective Remuneration Reports. * * For the website link to previous financial reports please see page 259 of the Corporate Governance section. No grant No grant No grant No grant No grant No grant TIMING OF THE PSU PLANS YEAR 2018 YEAR 2019 YEAR 2020 YEAR 2021 YEAR 2022 YEAR 2023 YEAR 2024 2018 PSU PLAN Grant Vesting period No Vesting Target achievements below 50 % 2019 PSU PLAN Grant Vesting period No Vesting Target achievements below 50 % 2020 PSU PLAN No PSU granted in fiscal year 2020 2021 PSU PLAN Grant Vesting period Vesting TBD Assessment of Target achievements 272 4 Governance Report DUFRY ANNUAL REPORT 2021 REMUNERATION OF THE GLOBAL EXECUTIVE COMMITTEE FOR FISCAL YEAR 2021 SUMMARY OF REMUNERATION FOR FISCAL YEARS 2021 AND 2020 The table on page 274 is audited according to Article 17 of the Ordinance against Excessive Compensation in Listed Stock Corporations. der the annual bonus (see details in the section be- low on the performance in fiscal year 2021); – No special bonus payment was made in fiscal year 2021, compared to a special bonus payment in the amount of TCHF 10,027.3 in fiscal year 2020; – A regular PSU grant in fiscal year 2021 (subject to performance conditions and a three-year perfor- mance period) compared to no grant in fiscal year 2020. For fiscal year 2021, the remuneration of the Global Executive Committee includes the remuneration of nine members (six active from January 1 to December 31; one active as of July 1; two members who left the Global Executive Committee as at June 30 and Sep- tember 30, respectively). The remuneration for fiscal years 2021 and 2020 on page 274 covers the period be- tween January 1 and December 31. The ratio between fixed and variable remuneration in fiscal year 2021 is shown in the charts on page 274. The charts reflect the composition of the different remu- neration components of the members of the Global Executive Committee for fiscal year 2021 at target (as- suming 100 % performance achievement) and grant value for the PSU, at maximum and at actual (awarded compensation). Total remuneration for the members of the Global Ex- ecutive Committee for 2021 amounts to TCHF 21,310.3 (2020: TCHF 27,789.7). This amount comprises annual basic salaries of TCHF 6,637.2 (2020: TCHF 7,315.6), an- nual short-term incentives of TCHF 7,359.1 (2020: TCHF 7,981.0), post-employment benefits of TCHF 1,417.6 (2020: TCHF 1,777.3), other indirect benefits of TCHF 396.4 (2020: TCHF 688.5) and share-based pay- ments of TCHF 5,500.0 (2020: TCHF 0). Explanatory comments to the remuneration table The total remuneration awarded to the Global Execu- tive Committee for fiscal year 2021 is 23 % lower than for fiscal year 2020. The change is mainly due to following factors: – Change of composition of the Global Executive Committee with seven members as of July 1, 2021. Fiscal year 2021 also includes two members who left the GEC on June 30 (reflected remuneration period of 6 months) and on September 30 (reflected remu- neration period of 12 months, including the notice period). This compares to 10 members from Janu- ary 1 to August 31 and 8 members from September 1 to December 31 in fiscal year 2020; – Full payment of basic salaries in fiscal year 2021 compared with a 30 % voluntary salary reduction for the period from April to June 2020. One member of the Global Executive Committee had a pre-defined basic salary increase in 2021 related to the increase in experience and responsibility. The other members of the Global Executive Committee did not receive any salary increase in fiscal year 2021. – The financial performance of the Group was higher in fiscal year 2021, resulting in a higher payout un- PERFORMANCE IN FISCAL YEAR 2021 Dufry’s 2021 results were characterized by a re-bound of travel, predominantly in the Western hemisphere, leading to an acceleration in turnover and a stronger than initially expected cash generation. With shop openings and sales increasing along the course of the year, Dufry reached turnover of CHF 3,915.4 million for fiscal year 2021, an increase of 53.2 % compared to the previous year period, and organically representing 46.5 % of the 2019 pre-pandemic level. Dufry contin- ued to apply a tight cost management, and achieved savings of CHF 1,919.7 million for 2021 (compared to 2019), almost double the amount of the initial savings targeted. Equity Free Cash Flow reached CHF -33.4 million. An- other main achievement during 2021 was the compre- hensive refinancing of overall CHF 1.6 billion at attrac- tive market terms, with no relevant maturities upcoming before 2024. In detail, the company raised CHF 500 million of new convertible bonds which are due in 2026 and successfully completed a voluntary in- centivized conversion offer to holders of the existing CHF 350 million convertible bonds due 2023. Through a number of other financial initiatives, including the placing of EUR 725 million and CHF 300 million straight bonds, the company raised CHF 1,619.9 million of gross proceeds in total. As of year-end 2021, Dufry has a debt maturity profile including bonds, bank loans and con- vertible bonds that stretches from 2024 to 2028. Net debt amounted to CHF 3,079.5 million as of De- cember 31, 2021, a position below pre-crisis levels al- ready. 273 4 Governance Report DUFRY ANNUAL REPORT 2021 REMUNERATION OF THE GLOBAL EXECUTIVE COMMITTEE (AUDITED) REMUNERATION COMPONENT IN THOUSANDS OF CHF Basic salary 3 Bonus on specific financial targets 4 Special bonus on individual, exceptional performance Post-employment benefits 5 Other indirect benefits Share-based compensation grant value (3 years performance period) 6 Total compensation awarded 2021 2020 GEC 1 CEO 2 GEC 1 CEO 2 6,637.2 7,359.1 n / a 1,417.6 396.4 5,500.0 21,310.3 1,891.0 2,704.1 n / a 686.9 36.5 1,880.4 7,198.9 7,315.6 7,981.0 10,027.3 1,777.3 688.5 - 27,789.7 1,732.8 2,337.3 1,079.8 504.7 23.1 - 5,677.7 Total realized compensation 15,810.3 5,318.5 29,234.6 6,093.3 Number of performance share units awarded 4 132,403 45,267 - - Amounts mentioned in the tables are gross amounts. 1 The remuneration of the Global Executive Committee in fiscal year 2021 includes six members active from Jan 1 to Dec 31; one active as of July 1; and two members who left the GEC on June 30 and September 30, respectively. In fiscal year 2020 it included eight members as of September 1 (and ten members in period Jan to Aug 2020). 2 The CEO has the highest compensation of the Global Executive Committee. 3 Fiscal year 2020 included a voluntary reduction of the basic salaries by 30 % for the second quarter period April to June 2020, due to the COVID-19 situation. 4 In fiscal year 2021 Turnover and Cost savings. In fiscal year 2020 Turnover and MAG Relief. 5 Amount includes employer social security contributions and pension contributions. 6 For valuation details of the Dufry performance share units see Note 26.1 of the consolidated financial statements. The disclosed value in the table corresponds to the grant value in the respective year (number of PSU granted multiplied by the PSU value at the date of grant. The PSU value assumes 100 % target achievement.). In fiscal year 2021, 132,403 PSU were granted, while in fiscal year 2020, no PSU were granted. REMUNERATION STRUCTURE GLOBAL EXECUTIVE COMMITTEE IN 2021 IN THOUSANDS OF CHF 30.000 20.000 GEC 1.814 5.500 10.000 5.993 6.637 0 CEO 723 1.880 2.080 1.891 GEC 2.076 11.000 7.791 CEO 834 3.760 GEC 1.814 5.500 7.359 CEO 723 1.880 6.637 2.704 6.637 2.704 1.891 1.891 Target (100%)1, 2 Maximum potential2 Awarded compensation 2021 1 Reflects target compensation and for PSU grant value 2 For PSU assuming same share price as at grant date BASIC SALARY SHARE-BASED COMPENSATION BONUS POST-EMPLOYMENT BENEFITS, OTHER INDIRECT BENEFITS 274 8 % POST-EMPLOYMENT BENEFITS, OTHER INDIRECT BENEFITS 26 % SHARE- BASED COMPENSATION 31 % BASIC SALARY 35 % BONUS TURNOVER, COST SAVINGS Note: Percentages refer to awarded compensation 4 Governance Report DUFRY ANNUAL REPORT 2021 At the beginning of 2022, Dufry further extended the covenant holiday until and including June 2023. The September and December 2023 testing require a 5x net debt / adjusted operating cash flow before the company will return to its 4.5x net debt / adjusted op- erating cash flow threshold in 2024. Dufry’s liquidity position at year end 2021 amounted to CHF 2,243.9 mil- lion, an increase of CHF 338.2 million compared to the previous year. This provides the company with suffi- cient liquidity for further accelerating re-openings and growth in 2022. Dufry engaged in more than 1,700 meetings, calls and interactions with equity and debt investors, analysts and rating agencies, thus continuing its strong rela- tionship with the investor community. In 2021, Dufry has also taken its ESG strategy implementation one step further by defining science-based targets (SBTi) to achieve climate neutrality by 2025 for scopes 1+2 and to considerably reduce carbon footprint of scope 3 emissions. For scope 3, the company engages with suppliers to cover 50 % of the product procurement through SBT committed suppliers by 2027 and reduce carbon footprint of the upstream logistics by 28 % un- til 2030. Performance under the annual bonus For fiscal year 2021, the annual bonus amounts to 130 % of target. This means that the annual accrued bonus amounts to 143 % of the basic salary for the CEO and ranges from 65 % to 142 % of the basic salary for the other members of the Global Executive Com- mittee (2020: annual bonus of pre-defined targets of 125 % of annual basic salary for the CEO and between 79 % and 119 % of annual basic salary for the other members of the Global Executive Committee). No vesting of the 2018 and 2019 PSU grants The vesting performance criteria of the PSU granted in fiscal year 2019 have not been reached, and there- fore no shares will be allocated in May 2022 (in total 81,334 PSU 2019 were outstanding at December 31, 2021). For the PSU plan 2018, no shares were allocated in May 2021, as the vesting performance criteria have not been reached (in total 129,546 PSU 2018 were out- standing at December 31, 2020). Realized compensation in fiscal year 2021 As the PSU granted in 2018 did not vest in fiscal year 2021 and therefore no shares were allocated to the plan participants, the total realized compensation for the Global Executive Committee in fiscal year 2021 amounts to CHF 15,810.3 million, of which CHF 5,318.5 million is the payout to the Group CEO. Potential shares from PSU plan The total number of shares that can be allocated to all participants of the Dufry PSU plan would amount to the following (only the PSU 2021 will potentially vest): At target (100 %) 394,807 shares, representing a total of 0.43 % of the outstanding shares as at December 31, 2021. At maximum (i.e. at 2 shares per vested PSU) 789,614 shares, representing a total of 0.86 % of the outstanding shares as at December 31, 2021. Histori- cally, Dufry has always sourced its share-based com- pensation from treasury shares, so that no dilutive ef- fect is expected from the PSU. OTHER REMUNERATION, LOANS OR GUARANTEES (AUDITED) In fiscal year 2021, in compliance with the employment contract, one former member of the Global Executive Committee received compensation of TCHF 772.8, in- cluding TCHF 42.1 of social security costs (during the notice period in 2021). No other remuneration was paid directly or indirectly to current or former members of the Global Executive Committee, or to their related parties, in 2021 or in the previous year 2020. No mem- ber of the Global Executive Committee or their related parties were granted a loan or a guarantee during the reporting years. There was no loan outstanding at the end of the reporting years to any member of the Global Executive Committee or their related parties. RECONCILIATION BETWEEN THE REPORTED GLOBAL EXECUTIVE COMMITTEE REMUNERATION FOR FISCAL YEAR 2021 AND THE REMUNERATION AMOUNT APPROVED BY THE AGM The Annual General Meeting of Shareholders held on May 18, 2020, approved a maximum aggregate amount of remuneration for the Global Executive Committee of CHF 34.0 million for the fiscal year 2021. The ap- proved maximum aggregate amount reflects the max- imum possible payout calculated for each remunera- tion element. The ratio of the actual remuneration awarded to the members of the Global Executive Com- mittee, compared with the amount approved by the AGM, was 62.7 %. For fiscal year 2022, the AGM held on May 18, 2021, ap- proved a maximum aggregate amount of remuneration for the Global Executive Committee of CHF 29.0 mil- lion. The remuneration ratio for 2022 will again be dis- closed in the Remuneration Report 2022. 275 4 Governance Report DUFRY ANNUAL REPORT 2021 PERFORMANCE ACHIEVEMENTS UNDER THE ANNUAL BONUS IN FISCAL YEAR 2021 PERFORMANCE OBJECTIVES RESULTS Turnover (50 %) With a Group turnover of CHF 3,915.4 million, the predetermined target was met. Cost savings (50 %) With Group cost savings of CHF 1,817.41 million, the predetermined target was substantially exceeded. PERFORMANCE ACHIEVEMENT 0 % 0 % 200 % 200 % PAYOUT PERCENTAGE THRESHOLD TARGET CAP Combined performance ratio The combined performance ratio amounts to 141 % of target. The overall payout is capped at 130 %. 75 % 100 % 130 % 1 Excluding certain savings on mainly variable expenses PERFORMANCE ACHIEVEMENTS UNDER THE PSU PLAN 2019 PERFORMANCE OBJECTIVES RESULTS VESTING PERCENTAGE THRESHOLD TARGET MAXIMUM Cumulative Adjusted EPS (100 %) With a Cumulative Adjusted EPS of CHF -21.10, the predetermined target of CHF 23.82 was not met. Vesting ratio No vesting of the PSU Plan 2019. <50 % No Vesting 100 % 1 share per PSU 150 + % 2 shares per PSU PSU AWARDED FISCAL YEARS 2021 AND 2020 PLAN LTI 2021 LTI 2020 GEC (incl. CEO) Senior Mgt GEC (incl. CEO) Senior Mgt GRANT PERFORMANCE PERIOD VESTING NUMBER OF PSU OUTSTANDING VESTING LEVEL IN % OF TARGET 2021 2021-2023 June 2024 132,403 No PSU granted n / a n / a 262,404 0 0 To be determined To be determined n / a n / a NUMBER OF SHARES (VESTING) To be determined To be determined n / a n / a COMPENSATION RATIO FOR REMUNERATION OF GLOBAL EXECUTIVE COMMITTEE FOR 2021 GEC COMPENSATION FOR FISCAL YEAR 2021 AS REPORTED TOTAL MAXIMUM AMOUNT FOR GEC COMPENSATION AS APPROVED BY SHAREHOLDERS AT THE AGM 2020 FOR FISCAL YEAR 2021 COMPENSATION RATIO 21,310.3 34,000.0 62.7 % IN THOUSANDS OF CHF Total Global Executive Committee 276 4 Governance Report DUFRY ANNUAL REPORT 2021 SHAREHOLDINGS OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GLOBAL EXECUTIVE COM- MITTEE ON DECEMBER 31, 2021 AND 2020 The following members of the Board of Directors and of the Global Executive Committee of Dufry AG (in- cluding related parties) directly or indirectly hold shares or share options (including PSU) of the Com- pany as at December 31, 2021 and 2020. Members not listed in the tables do not hold any shares or options. IN THOUSANDS MEMBERS OF BOARD OF DIRECTORS J. C. Torres Carretero, Chairman H. Jo Min, Lead Independent Director J. Born, Director J. Díaz González, Director and Group CEO S. Tadler, Director L. Tyler-Cagni, Director Total Board of Directors MEMBERS OF GLOBAL EXECUTIVE COMMITTEE J. Díaz González, Director and Group CEO Y. Gerster, CFO E. Andrades, CEO Operations L. Marin, Global Chief Corporate Officer P. Duclos, Group General Counsel A. Belardini, Chief Commercial Officer S. Branquinho, Chief Diversity & Inclusion Officer ADDITIONAL FORMER MEMBERS OF GLOBAL EXECUTIVE COMMITTEE J. A. Gea, Deputy Group CEO R. Fordyce, CEO North America DECEMBER 31, 2021 DECEMBER 31, 2020 SHARES OUTSTANDING UNVESTED PSU 1 PARTICIP. SHARES OUTSTANDING UNVESTED PSU 1 PARTICIP. 556.2 0.7 31.7 153.2 19.0 3.6 764.4 153.2 3.7 2.0 10.8 – 19.1 0.4 n / a n / a – – – 57.4 – – 0.61 % 0.00 % 0.03 % 0.23 % 0.02 % 0.00 % 758.3 0.7 31.7 230.3 19.0 3.6 – – – 28.9 – – 0.94 % 0.00 % 0.04 % 0.32 % 0.02 % 0.00 % 57.4 0.91 % 1,043.6 28.9 1.34 % 57.4 20.3 22.3 21.3 21.3 21.3 3.1 n / a n / a 0.23 % 0.03 % 0.03 % 0.04 % 0.02 % 0.04 % 0.00 % 230.3 3.7 5.3 10.8 – 13.7 n / a 28.9 5.3 12.6 9.0 12.6 10.3 n / a 0.32 % 0.01 % 0.02 % 0.02 % 0.02 % 0.03 % n / a n / a n / a 41.7 4.5 17.1 – 0.07 % 0.01 % Total Global Executive Committee 189.2 167.0 0.39 % 310.0 95.8 0.51 % 1 Outstanding unvested Performance Share Units (PSU) at target level In addition to the above, Juan Carlos Torres holds a sale position of 0.12 % through options (114,420 voting rights), and Julián Díaz González holds a sale position of 0.04 % through options (40,200 voting rights) as of December 31, 2021 (as of December 31, 2020: the shareholders’ group consisting, among others, of dif- ferent entities controlled by Juan Carlos Torres and Julián Díaz González holds sale positions of 0.97 % through options (778,160 voting rights). This group has been terminated as per June 18, 2021. The detailed terms of these financial instruments are as disclosed to SIX Exchange Regulation and published on January 9, 2021. Disclosure notices are available on the SIX Exchange Regulation website: www.ser-ag.com/en/resources/notifications-market- participants/significant-shareholders.html#/ 277 4 Governance Report DUFRY ANNUAL REPORT 2021 Deloitte AG Pfingstweidstrasse 11 8005 Zürich Schweiz Phone: +41 (0)58 279 60 00 Fax: +41 (0)58 279 66 00 www.deloitte.ch 278 To the General Meeting of Dufry AG, BaselBasel, March 3, 2022Report of the statutory auditorWe have audited the remuneration report of Dufry AG for the year ended 31 December 2021. The audit was limited to the information according to articles 14-16 of the Ordinance against Excessive Compensation in Stock Exchange Listed Companies (Ordinance) contained in the tables and sections labeled “audited” on pages 260 to 277 of the remuneration report. Responsibility of the Board of DirectorsThe Board of Directors is responsible for the preparation and overall fair presentation of the remuneration report in accordance with Swiss law and the Ordinance. The Board of Directors is also responsible for designing the remuneration system and defining individual remuneration packages.Auditor’s ResponsibilityOur responsibility is to express an opinion on the accompanying remuneration report. We conducted our audit in accordance with Swiss Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the remuneration report complies with Swiss law and articles 14 – 16 of the Ordinance.An audit involves performing procedures to obtain audit evidence on the disclosures made in the remuneration report with regard to compensation, loans and credits in accordance with articles 14 – 16 of the Ordinance. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatements in the remuneration report, whether due to fraud or error. This audit also includes evaluating the reasonableness of the methods applied to value components of remuneration, as well as assessing the overall presentation of the remuneration report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.OpinionIn our opinion, the remuneration report for the year ended 31 December 2021 of Dufry AG complies with Swiss law and articles 14 – 16 of the Ordinance. Deloitte AG Andreas Bodenmann Fabian HellLicensed audit expert Licensed audit expert(Auditor in charge)4 Governance Report DUFRY ANNUAL REPORT 2021 279 4 Governance Report DUFRY ANNUAL REPORT 2021 INFORMATION FOR INVESTORS AND MEDIA REGISTERED SHARES Issuer Listing Type of security Ticker symbol ISIN-No. Swiss Security-No. Reuters Bloomberg Dufry AG SIX Swiss Exchange Registered shares DUFN CH0023405456 2340545 DUFN.S DUFN:SW KEY DATES IN 2021 March 8, 2022 May 17, 2022 May 19, 2022 August 9, 2022 November 2, 2022 March 7, 2023 Results Fiscal Year 2021 Publication of Annual Report Annual General Meeting Trading Statement First Quarter 2022 Results First Half Year 2022 Trading Statement Third Quarter 2022 Results Fiscal Year 2022 Publication of Annual Report 280 SENIOR NOTES Issuer Listing Size of issue Interest rate Maturity ISIN-No. Bloomberg Issuer Listing Size of issue Interest rate Maturity ISIN-No. Bloomberg Issuer Listing Size of issue Interest rate Maturity ISIN-No. Bloomberg Issuer Listing Size of issue Interest rate Maturity ISIN-No. Bloomberg Dufry One B.V. The International Stock Exchange (“TISE”) EUR 800 million 2.5 % p.a., paid semi-annually October 15, 2024 XS1699848914 (Serie REG S) DUFNSW Dufry One B.V. The International Stock Exchange (“TISE”) CHF 300 million 3.625 % p.a., paid semi- annually April 15, 2026 XS2333565815 (Serie REG S) DUFNSW Dufry One B.V. The International Stock Exchange (“TISE”) EUR 750 million 2.0 % p.a., paid semi-annually February 15, 2027 XS2079388828 (Serie REG S) DUFNSW Dufry One B.V. The International Stock Exchange (“TISE”) EUR 725 million 3.375 % p.a., paid semi- annually April 15, 2028 XS2333564503 (Serie REG S) DUFNSW SENIOR CONVERTIBLE BONDS Issuer Listing Size of issue Interest rate Maturity Convertible into Conversion price ISIN-No. Ticker symbol Dufry One B.V. SIX Swiss Exchange) CHF 500 million 0.75 % p.a., paid semi- annually March 30, 2026 Registered shares Dufry AG CHF 87.00 CH1105195684 DUF 21 4 Governance Report DUFRY ANNUAL REPORT 2021 MEDIA CONTACTS Renzo Radice Global Head Corporate Communications & Public Affairs Phone + 41 61 266 44 19 renzo.radice@dufry.com Karen Sharpes Global Media & Events Manager Phone + 44 208 624 43 26 karen.sharpes@dufry.com INVESTOR RELATIONS CONTACTS Dr. Kristin Köhler Global Head Investor Relations Phone + 41 61 266 44 22 kristin.koehler@dufry.com Carolina Lopes Investor Relations carolinal.afamar@br.dufry.com Laura Parente Investor Relations laura.parente@br.dufry.com Agustina Rincon Investor Relations Agustina.Rincon@dufry.com ADDRESS CORPORATE HEADQUARTERS DUFRY AG Brunngässlein 12 P.O. Box 4010 Basel Switzerland Phone +41 61 266 44 44 DUFRY.COM Company’s website: Latest news: Articles of incorporation: Financial reports: 281 This Annual Report contains certain forward-looking statements, which can be identified by terms like “believe”, “assume”, “expect” or similar expressions, or implied discussions regarding potential new projects or potential future revenues, or discussions of strategy, plans or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. All forward-looking statements are based only on data available to Dufry at the time of preparation of this Annual Report. Dufry does not undertake any obligation to update any forward-looking statements contained in this Annual Report as a result of new information, future events or otherwise. Publisher Dufry AG, Basel Concept, Production Tolxdorff Eicher, Horgen Design, Production hilda design matters, Zurich Print Neidhart + Schön Group AG, Zurich © Dufry AG 2021 SUSTAINABILITY REPORT 2021 ANNEX SUSTAINABILITY REPORT ANNEX About the Report Following its commitment to providing more visibility into its annual non-financial performance, and build- ing on the steps taken in 2016 with the commissioning of its first Materiality Assessment to identify the sus- tainability topics and in 2017 with the preparation of the first Sustainability Report following international standards, Dufry has again aligned its Sustainability Report with the guidelines of the Global Reporting Ini- tiative (GRI) Standards: Core Option. Reporting in ac- cordance with this international standard permits a more transparent and comparable approach to infor- mation and facilitates the tracking of sustainability performance indicators. Dufry´s 2021 Annual Report, includes information for the same set of GRI indicators as the report of 2020, including those that Dufry decided to voluntarily report on: Emissions, Environmental Compliance and Public Policy. The Dufry 2021 Sustainability Report applies the 2016 version of the GRI Standards for most of the in- dicators; where noted “2016*” and “2018*” in this annex and in the GRI Index, it refers to the Standards issue date, not the date of the information presented. Addi- tionally, Dufry has aligned the GRI indicators with the United Nations’ Sustainability Development Goals (SDG), thus enabling the reader of the report to have a better and more transparent understanding of Dufry’s sustainability initiatives. Dufry’s ESG report is divided into two main sections. The main one – included in the annual report – gives the reader a wider view of Dufry, its relationship with its main stakeholders and its vision on sustainability. The second part of the report - which is annexed to the Annual Report and also available in the sustainability section of the corporate website, www.dufry.com, is this document which contains information presented in several tables with quantitative indicators as per the GRI Standard indications. Both documents present data as of December 31, 2021. For easier tracking, a complete list of the indicators in the GRI Index is available also as an annex of the Dufry Annual Report and in Dufry´s corporate web- site. That Index cross references indicators (GRI and SDG indicators) and page numbers, serving as a com- prehensive guide to where the information on each topic may be found – either in the annual report, on the Group website or in this annex. Scope Dufry’s 2021 Sustainability Report maintains the same scope of the 2020 report and includes information from all the 66 countries where Dufry operates. For the general profile and most of the GRI indicators, the in- formation reported is global (i.e.: relevant to the whole group). For staff-related indicators – GRI 102-8, GRI 102-41. GRI 202 and GRI 400 series, information is bro- ken down by four geographical divisions, following a similar structure to the one used in Dufry’s financial report: — HQ - Group Headquarters in Basel, Switzerland — Europe, Middle East & Africa — Asia Pacific — Americas More information about each of the countries included may be found on pages 42 – 59 of the annual report. Should you have any comments about the content of the report or want to know more about Dufry’s efforts towards sustainability, please email us to sustainability@dufry.com. 2/12 Sustainability Report 2021 AnnexNON-FINANCIAL RISKS & OPPORTUNITIES The factors listed below represent the main risks and opportunities for the Dufry Group based on the business model and the company strategy as implemented in 2021. These factors are regularly reviewed and adapted in line with changes in the company’s scope and business model as well as to reflect new external developments. Detailed information on the business model is provided in the Strategy Chapter (pages 22 – 72), the ESG Report on pages (73 – 109) as well as in the Financial Report (pages 118 – 123) and the Corporate Governance Report (pages 235 – 259). RISKS RISK FACTORS Reduction in passenger traffic and changes in customer behavior POTENTIAL IMPACT OUR RESPONSE – Any event outside our control that causes a reduction of passenger traffic in among others airports & airlines, railway stations, as well as ferries and cruise lines could adversely affect our business. – The same applies to economic conditions and political changes, which influence customer sentiment as well as traveling and spending behavior. – Business diversification has always been and will continue to be a key strategic element to mitigate risks and drive company growth. – Diversification by geographies, sectors and channels to mitigate the impact of regional or local phenomena. – Information on sales split by geographies, sectors, channels and products categories is available on pages 4 – 5 of the annual report 2021. Specific Covid-19 related risks – The COVID-19 pandemic is an example of how governmental restrictions to reduce traveling and personal contacts strongly reduce domestic and international travel, passenger traffic and therefore impact the travel retail industry and our business. Winning and extending concessions – Failing to win or extend a concession – Travel retail is typically a highly competitive concession business. Dufry competes with other travel retailers at global, regional and local levels in obtaining and maintaining concessions at airports and in other travel channels. Within a specific location (an airport, a cruise ship, a train station, casino or alike) the number of concessions is typically limited and includes a de-facto exclusivity. can prevent Dufry – or any competitor – to enter a specific location until the concession comes up again for renewal. – Concession contracts can be subject to revocations and modifications, which can negatively affect the performance of the company at the particular location or at corporate level. – We have immediately taken action to protect health and safety of our employees and customers through our Global Health & Safety Protocol, fully aligning it with local regulations in the locations we operate. – Various processes and risk mitigation strategies being in place already prior to the COVID-19 pandemic have enabled us to react quickly and effectively on this specific situation. – We have taken a location-by-location and shop-shop-by-shop approach to assess opportunities to keep shops open or reopen them as soon as possible. – We have adapted the company organization and processes to the new business environment, to reduce costs and applied an increased control on cash management. – We have secured the resilience of the company by implementing a variety of refinancing initiatives focusing on liquidity and a strong financial position. – We expect to be well positioned for the recovery phase and to be able to engage in strategic initiatives to accelerate growth going forward. – Dufry maintains a highly diversified concession portfolio across over 420 locations, over 2,300 shops in 66 countries with an average remaining life-time of currently 6 years. – Concessions are well balanced throughout emerging and developed markets; the largest concession accounts for less than 4 % and the ten biggest concessions for less than 22 % of sales. – Local presence in all key markets, allows Dufry to monitor opportunities at global level to compete for attractive contracts. 3/12 Sustainability Report 2021 AnnexMarket & political risks – Operating in a highly regulated environment Travel Retail in general is a highly regulated industry, as operators: – have to adhere to the same regulatory framework with respect to commercial activities and product requirements as local retailers in any specific country – can additionally be impacted by changes in the taxation and customs allowance systems of individual countries – have to follow product disclosure and health legislation as well as security requirements issued by the airline and airport industry. Customer data privacy and cybersecurity – Changes in the regulatory framework in individual markets can positively or negatively impact sales performance or profitability of the company at local or group level. – Potential impact on both the operational readiness of the business as well as with respect to reputation in the case of issues with customer data. – Diversification by geographies and by customs regime reducing exposure to local legislation. – Broad product assortment constantly adapted to new customer preferences. – Strong and long-term partnerships with airport authorities and other landlords. Mutual trust and shared objectives with these landlords are key for value creation. – Cooperation with industry associations to lobby for the industry’s interests. – Dufry manages its IT, data protection and cybersecurity risks through its Global IT Security Team responsible to assess, identify and implement pro- tective measures to mitigate existing and potential new risks. – Dufry’s Group Data Protection Policy defines requirements to process third party transactions and fulfills the EU General Data Protection Regulation (GDPR) and ensures compliance with international data protection laws such as among others the Payment Card Industry Data Security Standard (PCI DSS) and the Sarbanes-Oxley Act (SOX). – The company regularly does cyber security trainings helping to sensitize employees and increase their alertness for these topics. – A detailed description on cyber security is available on page 85 of the ESG Report. – Dufry maintains a global customer service platform, where any issues can be reported online and/or by personal contact 24/7. Availability and retention of human capital – By directly engaging with our customers from over 150 nationalities and ethnicities our employees are key success factors to drive sales and customer satisfaction. – The capability of employing and – Create an attractive working retaining a skilled workforce is a key success factor in the company. – This is particularly true for our shop staff, who normally have higher and different skill requirements than in traditional high-street retail shops. environment, which considers the specific skills needed by our employees (e.g. foreign languages, shift working, security requirements etc.) and offer fair compensation schemes. – Foster equal opportunities, without any kind of discrimination. – Create wealth at the local communities’ level. Customer behavior – Changes in customer behavior as – Dufry regularly performs customer – Dufry’s welcomes daily customers from over 150 nationalities, many of them having different purchasing behaviors and product preferences. well as the capability to provide the right services can influence sales performance of our shops locally and globally. Suppliers & product availability – The ability to maintain and develop – As a “pure” retailer, Dufry does not develop or produce any products nor private labels. supply relationships to source products from global and local brands requested by customers is a key success factor. surveys several times per year to early identify potential changes in customer behavior and preferences. – In cooperation with our brand partners our central procurement teams identify new trends and customer needs to optimize our assortments. – Dufry operates a centralized global procurement department, which directly manages its supply chain with owners of global brands. – Local brands are sourced locally. – Dufry’s global brand portfolio represents a valuable asset for landlords, when we compete for concessions. 4/12 Sustainability Report 2021 Annex– Legal or compliance issues can generate related costs, penalties, as well as reputational damage. These impacts can occur locally, but also affect the Group. Legal & compliance – Within its course of business, there is a risk that the company could violate laws and regulations at local level regarding business conduct and regulations, preventing among others bribery, corruption, fraud, discrimination, unauthorized use of personal data. – The company could be involved in lawsuits, claims of various natures, investigations and other business related legal proceedings. – In its Code of Conduct Dufry stipulates provisions on how it expects employees, directors and officers to conduct business. The dedicated Global Compliance department monitors the respect of the respective set of company policies. – Through the Dufry Supplier Code of Conduct, the company extends its scope of compliance with respect to accepted regulations and business ethics. – Employees receive regular compliance trainings and awareness raising communications. Climate change & environmental risks – Environmental legislation and – Dufry does not develop nor produce own products nor does it operate any kind of manufacturing sites. requirements can affect cost of energy consumption for transportation as well as the operation of shop and office premises within the Group. – Dufry’s ESG Strategy covers the different aspects of sustainability. – The company has defined emission reduction goals and discloses emissions on Scope 1, 2 and 3. – Products are sourced directly from – Legislation on use of packaging – Dufry has a dedicated Shop Design brand owners and are delivered either to our Distribution Centers or directly to the shops. material (e.g. single use plastics) and circular economy can influence business procedures. – Transportation of goods from the supplier’s production sites to the Dufry Distribution Centers or directly to the shops is covered within the responsibility of the suppliers. – From an energy perspective Dufry includes in its scope consumption at office buildings and covers its supply chain from the Distribution Center to the shops. These premises are mostly rented with low possibility to influence construction. – Dufry develops its own shop design and the respective guidelines. Health & safety risks – Except for employees working in office- buildings, Dufry’s workforce mostly operates in highly regulated areas such as airports, cruise ships & ferries, train stations as well as seaports and similar environments. Thus we have two levels of health and safety provisions. – Fire, health pandemics, terrorist attacks can be risks to our employees and customers. – Injury, illness or fatality can influence operational readiness and generate reputational damage, which can impact our financial and business performance. Strategy to develop sustainable shops with respect to reduced energy consumption, use of recyclable materials and circular economy for shop refurbishments. – Dufry is replacing its single-use plastic packaging with sustainable and alternatives, where possible (see details page 92). – The first level of health and safety provisions is defined by landlord’s health and safety programs, to which our employees have to adhere to and for which they are specifically trained. – Dufry’s own health and safety regulations are applied on top of the location specific ones and include group-wide regulations and guidelines. – In the context of the COVID-pandemic Dufry implemented an additional Global Health & Safety Protocol to protect both employees and customers. The protocol includes our internal guidelines and is flexible enough to adapt to the local regulations in the countries and locations of our shops. – A detailed description of the Health & Safety management process is described on pages 99 – 100 of the ESG Report. Financial risks, ability to borrow funds and/or fund raising – Financial Risks can impact the – Dufry has two strategic growth pillars; company’s profitability, liquidity and financial position. organic growth and M&A. – Within organic growth the company successfully extends existing contracts, adds additional retail space in existing locations and wins new concessions contributing to the increase of its global footprint. – We continue to focus on M&A as it offers the opportunity for strategic add-on acquisitions in travel retail as well as for accessing new travel related markets. – M&A often allows to leverage existing local organization thus increasing profitability. 5/12 Sustainability Report 2021 AnnexOPPORTUNITIES OPPORTUNITY FOR GROWTH POTENTIAL IMPACT OUR RESPONSE Demographic growth of population – The increase in the World’s population provides the whole travel and travel retail industry with a secular growth of potential customers. Increasing wealth of societies fueling mobility and propensity to travel – Besides pure demographics, the ongoing wealth increase of societies contributes to accelerate mobility and growth of the travel retail industry as travelling becomes an aspirational life-style element. Fragmentation of industry – The global travel retail market still offers opportunities for further consolidation in all continents, thus representing an attractive growth opportunity. – Global presence. – Business model covering different channels of travel and leisure. – Strong digital strategy to further drive sales and attract customers on a global basis. – Offer different shop formats to best accommodate customer needs. – Evolve customer experience by combining online and physical shopping opportunities. – Evolve assortment with novelties, travel retail and Dufry exclusives following global trends. – Intensify digitalization and personalized marketing services. – Dufry has two strategic growth pillars; organic growth and M&A. – Within organic growth the company successfully extends existing contracts, adds additional retail space in existing locations and wins new concessions contributing to the increase of its global footprint. – We continue to focus on M&A as it offers the opportunity for strategic add-on acquisitions in travel retail as well as for accessing new travel related markets. – M&A often allows to leverage existing local organization thus increasing profitability. 6/12 Sustainability Report 2021 AnnexINFORMATION ON EMPLOYEES AND OTHER WORKERS (USING GRI CODING) 102-8 INFORMATION ON EMPLOYEES AND OTHER WORKERS Headcounts 134 10,644 789 11,288 22,855 Number of Nationalities 24 108 22 106 Male 73 Female 61 3,965 6,679 219 3,934 570 7,354 8,191 14,664 144 EUROPE, MIDDLE EAST & AFRICA HQ ASIA PACIFIC AMERICAS TOTAL 7/12 Sustainability Report 2021 AnnexHQEUROPE, MIDDLE EAST & AFRICAASIA PACIFICAMERICASBREAKDOWN BY EMPLOYEE TYPEHeadcounts 134 10,644 789 11,288 Male 73 3,965 219 3,934 Full time 68 3,354 199 3,463 Part time 5 611 20 471 Female 61 6,679 570 7,354 Full time 36 4,600 496 6,509 Part time 25 2,079 74 845 BREAKDOWN BY CONTRACT TYPEHeadcounts 134 10,644 789 11,288 Male 73 3,965 219 3,934 Permanent 72 3,578 203 3,789 Temporary 1 387 16 145 Female 61 6,679 570 7,354 Permanent 60 5,975 493 7,096 Temporary 1 704 77 258 BREAKDOWN BY AGE GROUPHeadcounts 134 10,644 789 11,288 Male 73 3,965 219 3,934 < 30 years 5 653 47 990 30 – 50 years 51 2,354 144 1,958 > 50 years 17 958 28 986 Female 61 6,679 570 7,354 < 30 years 2 916 121 1,655 30 – 50 years 42 3,953 370 3,606 > 50 years 17 1,810 79 2,093 BREAKDOWN BY PROFESSIONAL LEVEL Headcounts 134 10,644 789 11,288 Male 73 3,965 219 3,934 Director / Top management 10 35 5 25 Admin & Professional 63 507 47 395 Sales & Ops Managers - 308 31 228 Sales & Ops Staff - 3,115 136 3,286 Female 61 6,679 570 7,354 Director / Top management 2 22 4 8 Admin & Professional 59 640 69 508 Sales & Ops Managers - 315 27 244 Sales & Ops Staff - 5,702 470 6,594 Note: These tables provide additional information to that available in the Annual Report, page 95, including: breakdown of headcounts of relevant operations by gender, employee type, employee contract, age and professional level. For more consistent tracking, headcounts from the Distribution Centres and Shared Services Centers have been reassigned to the divisions where these are located.8/12 Sustainability Report 2021 Annex102-41 PERCENTAGE OF EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENTHQEUROPE, MIDDLE EAST & AFRICAASIA PACIFICAMERICASTOTALHeadcounts 134 5,232 0 6,744 12,111 % over total100 %49 %0 %60 %53 %202-1 RATIOS OF STANDARD ENTRY LEVEL WAGE BY GENDER COMPARED TO LOCAL MINIMUM WAGE HQEUROPE, MIDDLE EAST & AFRICAASIA PACIFICAMERICASRATIO (1.00 = MINIMUM WAGE)Male 1.00 1.68 2.87 2.56 Female 1.00 1.78 2.38 2.46 Note: In the Canton of Basel (Switzerland) where Dufry’s HQ is located, there are different levels of mini-mum wage that depend on skills and experience. Likewise, we have not identified a benchmark for opera-tions located in some Caribbean locations, Canada, Germany, Kuwait, Macao, UAE and the US and hence, these operations have been omitted from the calculation.202-2 PROPORTION OF SENIOR MANAGEMENT HIRED FROM THE LOCAL COMMUNITYAt Dufry, we believe talent has no nationality. Our operations and offices are very much linked to where they are based and this is reflected in the composition of our staff at all professional levels. As a general practice, and where possible, Dufry in-corporates members of the local communities to its management team as this gives a better understanding and, as a result, a better running of the operations.HQEUROPE, MIDDLE EAST & AFRICAASIA PACIFICAMERICASIN %Locally hired41 %92 %35 %89 %204-1 PROPORTION OF SPENDING ON LOCAL SUPPLIERSThe food, confectionery and catering category (which represents 22 % of Dufry’s 2021 global sales) spent by far the largest proportion of its global procurement budget on local providers; approximately 80 %. This is followed by the Wine & Spirits category (17 % of the 2021 global sales), with 20 % of its budget spent on local brands, and the Luxury category (11 % of 2021 global sales), with 20 % of its budget spent on local pro-viders. Tobacco goods (8 % of the 2021 global sales) allocated 2.5 % of its budget, while Perfume and Cosmetics (31 % of the 2021 global sales) spent approximately 1.5 % on local providers.401-1 NEW EMPLOYEE HIRES AND EMPLOYEE TURNOVERNote that Dufry operates in airports that have a very marked seasonal pattern and traffic, especially in the Europe, Africa & Middle East region and Central & South Amer-ica regions. Over the summer season – from April until October – these airports con-centrate over 80 % of the annual traffic. Staff is hence reinforced over each summer period. Wherever possible, Dufry employs the same staff year after year. However, these seasonal employment contracts are accounted as new hires in the table below and therefore also impact the turnover figures.Further to this seasonal pattern, turnover figures have been impacted by layoff and furlough measures adopted as a consequence of the closing of certain airport oper-ations and the reduction of air connections, which in many cases led to the tempo-rary closing of stores. 9/12 Sustainability Report 2021 AnnexHQEUROPE, MIDDLE EAST & AFRICAASIA PACIFICAMERICASHEADCOUNTSNew Hires (absolute) 9 2,310 39 6,474 Male 6 802 11 2,266 < 30 years 3 357 3 1,049 30 – 50 years 3 372 8 745 > 50 years - 73 - 472 Female 3 1,508 28 4,208 < 30 years - 513 9 1,880 30 – 50 years 2 806 17 1,451 > 50 years 1 189 2 877 HEADCOUNTSEmployee turnover (absolute) 23 3,152 516 5,103 Male 10 1,041 128 1,799 < 30 years - 326 49 751 30 – 50 years 8 540 64 723 > 50 years 2 175 15 325 Female 13 2,111 388 3,304 < 30 years - 598 96 1,429 30 – 50 years 10 1,097 217 1,250 > 50 years 3 416 75 625 Following the Global Sustainability Standards Board (GSSB) interpretation of the Standard, which states that “An organization is not required to comply with clause 2.1 in GRI 401: Employment 2016” Dufry has opted to disclose absolute hires and turn-over absolute figures only and not ratios. 402-1 MINIMUM NOTICE PERIODS REGARDING OPERATIONAL CHANGESHQEUROPE, MIDDLE EAST & AFRICAASIA PACIFICNORTH AMERICAIN WEEKSMinimum notice period1345 3For certain countries the minimum notice period may change depending the scope of the operational changes: Finland (2 – 24 weeks), France & Switzerland (4 – 20 weeks), Switzerland (4 – 12 weeks), UAE (4 – 12 weeks). For calculating the information for the indicator we have adopted average periods in these locations. 403-1 WORKERS REPRESENTATION IN FORMAL JOINT MANAGEMENT– WORKER HEALTH AND SAFETY COMMITTEESHQEUROPE, MIDDLE EAST & AFRICAASIA PACIFICAMERICASIN %Staff represented in H&S committees100 %100 %100 %48 %Health & Safety applicable legislation changes from one country to another. And while in operations like Spain or the UK, 100 % of the staff is covered by a joint manage-ment-worker committee, in others, like Greece or Brazil, the work done by this com-mittee is outsourced and covered by a third-party company. There is not such a com-mittee in our North America operation.10/12 Sustainability Report 2021 Annex403-8 WORKERS COVERED BY AN OCCUPATIONAL HEALTH AND SAFETY MANAGEMENT SYSTEM BASED ON LEGAL OR RECOGNIZED STANDARDS HQEUROPE, MIDDLE EAST & AFRICAASIA PACIFICAMERICASABSOLUTE / IN %employees and workers who are not employees, covered by the H&S system134100 % 10,644 100 %789 100 % 11,288 100 %employees and workers who are not employees, covered by the H&S system that has been INTERNALLY audited–n/a 144 1 %–0 %–0 %employees and workers who are not employees, covered by the H&S system that has been EXTERNALLY audited–n/a 144 1 %–0 %–0 %404-1 AVERAGE HOURS OF TRAINING PER YEAR PER EMPLOYEEHQEUROPE, MIDDLE EAST & AFRICAASIA PACIFICAMERICASHOURS OF TRAININGTotal average 2.6 17.0 27.3 13.0 Male 2.8 15.4 12.8 11.0 Director / Top management - 4.1 - 4.3 Admin & Professional 3.2 6.0 1.6 0.9 Sales & Ops Managers - 8.5 6.1 4.9 Sales & Ops Staff - 18.3 18.7 13.2 Female 2.4 18.0 32.9 14.1 Director / Top management - 6.6 - 10.2 Admin & Professional 2.5 7.6 0.2 1.9 Sales & Ops Managers - 13.8 1.8 5.6 Sales & Ops Staff - 20.6 39.8 16.3 Training hours in general have been reduced as a large proportion of our staff saw contracts suspended as a consequence of closing of airports during the pandemic. North America has a different system and criteria for tracking training hours have been applied, resulting in lower training hours recorded. 404-3 PERCENTAGE OF EMPLOYEES RECEIVING REGULAR PERFORMANCE AND CAREER DEVELOPMENT REVIEWS HQEUROPE, MIDDLE EAST & AFRICAASIA PACIFICAMERICASIN %Total100 %95 %100 %100 %Male100 %95 %100 %100 %Director / Top management100 %100 %100 %100 %Admin & Professional100 %95 %100 %100 %Sales & Ops Managers-96 %100 %100 %Sales & Ops Staff-95 %100 %100 %Female100 %96 %100 %100 %Director / Top management100 %92 %100 %100 %Admin & Professional100 %98 %100 %100 %Sales & Ops Managers-97 %100 %100 %Sales & Ops Staff-95 %100 %100 %11/12 Sustainability Report 2021 Annex405-1 DIVERSITY OF GOVERNANCE BODIES AND EMPLOYEESHQEUROPE, MIDDLE EAST & AFRICAASIA PACIFICAMERICASIN %Director / Top management< 30 yearsMen-3 %--Women----Minorityn/an/an/an/a30 – 50 yearsMen59 %18 %40 %23 %Women13 %34 %20 %14 %Minorityn/an/an/an/a> 50 yearsMen22 %36 %25 %45 %Women6 %9 %15 %18 %Minorityn/an/an/an/aAdmin & Professional< 30 yearsMen2 %5 %8 %4 %Women5 %7 %13 %7 %Minorityn/an/an/an/a30 – 50 yearsMen33 %27 %38 %26 %Women40 %40 %34 %33 %Minorityn/an/an/an/a> 50 yearsMen5 %9 %3 %14 %Women14 %12 %4 %18 %Minorityn/an/an/an/aSales & Ops Managers< 30 yearsMen-1 %4 %2 %Women-1 %4 %4 %Minorityn/an/an/an/a30 – 50 yearsMen-30 %32 %33 %Women-35 %21 %35 %Minorityn/an/an/an/a> 50 yearsMen-16 %20 %13 %Women-17 %20 %13 %Minorityn/an/an/an/aSales & Ops Staff< 30 yearsMen-6 %11 %10 %Women-9 %18 %16 %Minorityn/an/an/an/a30 – 50 yearsMen-21 %21 %16 %Women-38 %41 %31 %Minorityn/an/an/an/a> 50 yearsMen-8 %2 %8 %Women-18 %7 %19 %Minorityn/an/an/an/a406-1 INCIDENTS OF DISCRIMINATION AND CORRECTIVE ACTIONS TAKENHQEUROPE, MIDDLE EAST & AFRICAASIA PACIFICAMERICAS# OF INCIDENTSTotal number0 3 1 0Remediation plans implemented0 - 1 0Remediation plan implemented and under supervision0 1 1 0Incidents no longer subject to action0 2 1 0410-1 SECURITY PERSONNEL TRAINED IN HUMAN RIGHTS POLICIES OR PROCEDURES Dufry does not employ in-house security personnel of its own. This is largely due to the fact that its retail stores are overwhelmingly located in airports, railway stations and on cruise ships (96 % of 2021 global sales), where security is already strict and generally provided by the airport authority or cruise line itself. Where security per- sonnel are required and contracted, Dufry expects its security service contractors to act in a manner consistent with local and national laws as well as with applicable human rights standards. Dufry outsources this service to trustworthy providers, reg- ulated by local governments and with a reputable track-record of services, includ- ing the respect for human rights. We have not recorded for the period any case of human rights or any other type of abuse by the security personnel hired by Dufry. PUBLIC POLICY 415 Dufry considers important to engage in discussions with various stakeholders – from policymakers, legislators and regulators to representatives of the business commu- nity and society – to understand the issues that are important and to help find con- structive solutions to current challenges. When it comes to political and charitable contributions, as established in the Dufry Code of Conduct, Dufry requires strict adherence to applicable laws and disclosure requirements in relation to political and charitable contributions and sponsorships. A Donation should be avoided where it would create the impression that it is made in exchange for a business advantage for Dufry. Dufry does not make direct or indirect contributions to political causes that can pres- ent corruption risks, because they can be used to exert undue influence on the po- litical process. 415-1 POLITICAL CONTRIBUTIONS IN CHF Total number EUROPE, MIDDLE EAST & AFRICA ASIA PACIFIC AMERICAS 0 0 0 HQ 0 416-1 ASSESSMENT OF THE HEALTH AND SAFETY IMPACTS OF PRODUCT AND SERVICE CATEGORIES We are committed to ensuring that every product we sell is safe. Our procurement teams focus on preventing issues occurring by sourcing products from a reliable sup- ply base. Dufry does not sell own-brand products. Some of the products that Dufry sells are heavily regulated – especially alcohol and tobacco but also beauty and food. Dufry complies with all regulations and rules re- lated to the products sold in the countries where it operates. 12/12 Sustainability Report 2021 Annex GRI CONTENT INDEX 2021 GRI CONTENT INDEX 2021 DUFRY SUSTAINABILITY REPORT 2021 GRI CONTENT INDEX 2021 Page indications in this Index refer to the 2021 Dufry Annual Report unless otherwise noted. * Dufry 2021 Sustainability Report applies the 2016 & 2018 version of the Global Reporting Initiative (GRI) Standards; 2016* and 2018* refer to the Standards issue date, not the date of the information presented in this report. DISCLOSURE DESCRIPTION SDG PAGE NUMBER(S) AND/OR URL(S) REASONS FOR OMISSIONS/COMMENTS 2/9 GRI 102: GENERAL DISCLOSURES 2016*ORGANIZATIONAL PROFILE102-1Name of the organizationDufry AG102-2Activities, brands, products and servicesPages 30 – 41; 60 – 65; 82 – 86102-3Location of headquartersBrunngässlein 12, 4052 Basel, Switzerland102-4Location of operationsPages 58 – 59102-5Ownership and legal formPages 235 – 236; 239102-6Markets servedPages 42 – 59102-7Scale of the organizationPages 4; 126102-8Information on employees and other workers10.3Pages 95 – 103, Sustainability Report Annex and www.dufry.com/en/sustainability-dufry102-9Supply chainPages 64 – 65; 87 – 89102-10Significant changes to the organization and its supply chainNone102-11Precautionary Principle or approachPage 87102-12External initiativesDufry is a signatory member of the UN Global Compact. Page 76102-13Membership of associations Page 108 & www.dufry.com/en/company/our-stakeholdersSTRATEGY 102-14Statement from senior decision-makerPages 8 – 16; 118 - 122102-15Key impacts, risks, and opportunitiesPages 75; 77; 134; 191; 201 - 208; Sustainability Report AnnexETHICS AND INTEGRITY102-16Values, principles, standards, and norms of behavior16.3Pages 105 – 106; Dufry Code of Conduct; www.dufry.com (Sustainability, Careers & Company sections)102-17Mechanisms for advice and concerns about ethics16.3Page 106; Dufry Code of Conduct; www.dufry-compliance.com; www.dufry.com/en/sustainability-dufryGRI CONTENT INDEX 2021 DUFRY SUSTAINABILITY REPORT 2021 DISCLOSURE DESCRIPTION SDG PAGE NUMBER(S) AND/OR URL(S) REASONS FOR OMISSIONS / COMMENTS 3/9 GRI 102: GENERAL DISCLOSURES 2016* (CONT.)GOVERNANCE102-18Governance structurePages 17; 240 – 257102-20Executive-level responsibility for economic, environmental, and social topicsPage 75102-22Composition of the highest governance body and its committees5.5, 16.7Pages 240 – 250102-23Chair of the highest governance body16.6Page 240102-24Nominating and selecting the highest governance body5.5, 16.7Page 246102-26Role of highest governance body in setting purpose, values, and strategyPage 75; 246 - 247102-30Effectiveness of risk management processes Page 247102-35Remuneration policiesPage 263 – 276102-36Process for determining remuneration Page 263 – 276STAKEHOLDER ENGAGEMENT102-40List of stakeholder groupsPages 74; 107 – 108; www.dufry.com/en/sustainability-dufry102-41Collective bargaining agreements8.8Pages 98 – 103; Sustainability Report Annex and www.dufry.com/en/careers102-42Identifying and selecting stakeholdersPages 74; 76; 77102-43Approach to stakeholder engagementPages 60 – 72; 82 – 86; 102 – 103; Media & Investor Releations sections at www.dufry.com102-44Key topics and concerns raisedPage 74 – 77; www.dufry.com/en/sustainability-dufryREPORTING PRACTICE102-45Entities included in the consolidated financial statementsPages 226 – 227102-46Defining report content and topic BoundariesSustainability Report Annex102-47List of material topicsPages 76 - 77102-48Restatements of informationNone102-49Changes in reportingNone102-50Reporting period2021102-51Date of most recent reportSustainability Report Annex & www.dufry.com/en/sustainability-dufry102-52Reporting cycleSustainability Report Annex & www.dufry.com/en/sustainability-dufry102-53Contact point for questions regarding the reportSustainability Report Annex & www.dufry.com/en/sustainability-dufry102-54Claims of reporting in accordance with the GRI StandardsSustainability Report Annex & www.dufry.com/en/sustainability-dufry102-55GRI content indexSustainability Report Annex & www.dufry.com/en/sustainability-dufry102-56External assuranceNoGRI CONTENT INDEX 2021 DUFRY SUSTAINABILITY REPORT 2021 DISCLOSURE DESCRIPTION SDG PAGE NUMBER(S) AND/OR URL(S) REASONS FOR OMISSIONS / COMMENTS GRI 204: PROCUREMENT PRACTICES 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 103-3 204-1 Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Page 64 Page 64 Page 64 Proportion of spending on local suppliers 8.3 Sustainability Report Annex GRI 205: ANTI-CORRUPTION 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 Explanation of the material topic and its boundary The management approach and its components 103-3 Evaluation of the management approach Pages 104 – 106; Dufry Code of Conduct; www.dufry.com/en/sustainability-dufry Pages 104 – 106; Dufry Code of Conduct; www.dufry.com/en/sustainability-dufry Pages 104 – 106; Dufry Code of Conduct; www.dufry.com/en/sustainability-dufry 205-2 Communication and training about anti- corruption policies and procedures 16.5 Page 106 GRI 206: ANTI-COMPETITIVE BEHAVIOR 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 Explanation of the material topic and its boundary The management approach and its components 103-3 Evaluation of the management approach 206-1 Legal actions for anti-competitive behavior, anti-trust, and monopoly practices 16.3 Pages 104 – 106; Dufry Code of Conduct; www.dufry.com/en/sustainability-dufry Pages 104 – 106; Dufry Code of Conduct; www.dufry.com/en/sustainability-dufry Pages 104 – 106; Dufry Code of Conduct; www.dufry.com/en/sustainability-dufry During 2021, Dufry didn´t have any legal action for competitive behavior, anti-trust and monopoly practice 4/9 GRI 201: ECONOMIC PERFORMANCE 2016* GRI 103: MANAGEMENT APPROACH 103-1Explanation of the material topic and its boundaryPages 4; 8 – 16; 22 – 23; 109103-2The management approach and its components Pages 4; 8 – 16; 22 – 23; 109103-3Evaluation of the management approachPages 4; 8 – 16; 22 – 23; 109201-1Direct economic value generated and distributed8.1, 8.2, 9.1, 9.4, 9.5Page 109201-2Financial implications and other risks and opportunities due to climate change13.1Sustainability Report Annex 201-3Defined benefit plan obligations and other retirement plansPages 138; 151; 198 – 204201-4Financial assistance received from governmentNoneGRI 202: MARKET PRESENCE 2016* GRI 103: MANAGEMENT APPROACH 103-1Explanation of the material topic and its boundaryPages 42 – 59103-2The management approach and its components Pages 42 – 59103-3Evaluation of the management approachPages 42 – 59202-1Ratios of standard entry level wage by gender compared to local minimum wage1.2, 5.1, 8.5Sustainability Report Annex 202-2Proportion of senior management hired from the local communitySustainability Report Annex GRI CONTENT INDEX 2021 DUFRY SUSTAINABILITY REPORT 2021 DISCLOSURE DESCRIPTION SDG PAGE NUMBER(S) AND/OR URL(S) REASONS FOR OMISSIONS / COMMENTS GRI 301: MATERIALS 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 103-3 301-3 Explanation of the material topic and its boundary The management approach and its components Pages 87; 92 – 94 Pages 87; 92 – 94 Evaluation of the management approach Pages 87; 92 – 94 Reclaimed products and their packaging materials 8.4, 12.2 N/A GRI 302: ENERGY 2016* GRI 103: MANAGEMENT APPROACH Due to the nature of our business, we don´t reclaim products 103-1 103-2 103-3 302-1 Explanation of the material topic and its boundary The management approach and its components Pages 87 – 92 Pages 87 – 92 Evaluation of the management approach Pages 87 – 92 Energy consumption within the organization 7.2, 7.3, 8.4, 12.2. 13.1 8.4, 12.2, 13.1 302-3 Energy intensity GRI 305: EMISSIONS 2016* GRI 103: MANAGEMENT APPROACH Page 90 88,420 MWh in 2021 94,180 MWh in 2020; 128,435 MWh in 2019 188.30 kWh /m2 in 2021 200.79 kWh/m2 in 2020 273.27 kWh/m2 in 2019 Scope of 2019 data represents 57 % of sales; 2020, 64 % of sales, and 2021, 80 % of sales due to a larger number of Dufry entities reporting emissions data. Conversion rate: 10.96 kWh per liter of diesel Energy Intensity calculated over the total square meters of commercial surface operated by Dufry (469,990 m2 in 2019, 469,041 m2 in 2020 & 469,581 in 2021) 103-1 103-2 103-3 305-1 Explanation of the material topic and its boundary The management approach and its components Pages 87 – 92 Pages 87 – 92 Evaluation of the management approach Pages 87 – 92 Direct (Scope 1) GHG emissions 305-2 Energy indirect (Scope 2) GHG emissions 305-3 Other indirect (Scope 3) GHG emissions 305-4 GHG emissions intensity Page 90 Page 90 Page 90 Page 90 3.9, 12.4, 13.1, 14.3, 15.2 3.9, 12.4, 13.1, 14.3, 15.2 3.9, 12.4, 13.1, 14.3, 15.2 3.9, 13.1, 14.3, 15.2 Scope of 2019 data represents 57 % of sales; 2020, 64 % of sales, and 2021, 80 % of sales due to a larger number of Dufry entities reporting emissions data Scope of 2019 data represents 57 % of sales; 2020, 64 % of sales, and 2021, 80 % of sales due to a larger number of Dufry entities reporting emissions data Scope limited to emissions from logistic partners accounting for 55 % of Dufry´s total volume of goods transported in 2019 & 2020. 64 % in 2021. Emissions are calculated using Well-to-Wheel methodology Carbon Intensity calculated over the total square meters of commercial surface operated by Dufry (469,990 m2 in 2019, 469,041 m2 in 2020 & 469,581 in 2021) 5/9 GRI CONTENT INDEX 2021 DUFRY SUSTAINABILITY REPORT 2021 DISCLOSURE DESCRIPTION SDG PAGE NUMBER(S) AND/OR URL(S) REASONS FOR OMISSIONS / COMMENTS GRI 307: ENVIRONMENTAL COMPLIANCE 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 103-3 307-1 Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Page 87 Page 87 Page 87 Non-compliance with environmental laws and regulations 16.3 During 2021, Dufry has not received significant fines and non-monetary sanctions for non-compliance with environmental laws and/or regulations GRI 401: EMPLOYMENT 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 103-3 401-1 Explanation of the material topic and its Boundary The management approach and its components Pages 95 – 98 Pages 95 – 98 Evaluation of the management approach Pages 95 – 98 New employee hires and employee turnover 5.1, 8.5, Sustainability Report Annex 8.6, 10.3 GRI 402: LABOR/MANAGEMENT RELATIONS 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 103-3 402-1 Explanation of the material topic and its boundary The management approach and its components Pages 98 – 100 Pages 98 – 100 Evaluation of the management approach Pages 98 – 100 Minimum notice periods regarding operational changes 8.8 Sustainability Report Annex GRI 403: OCCUPATIONAL HEALTH & SAFETY 2018* MANAGEMENT APPROACH 403-1 403-2 403-3 403-4 403-5 Occupational health and safety management system Hazard identification, risk assessment, and incident investigation Occupational health services Worker participation, consultation, and communication on occupational health and safety Worker training on occupational health and safety 403-6 Promotion of worker health 403-7 403-8 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships Workers covered by an occupational health and safety management system 8.8 8.8 8.8 8.8, 16.7 Pages 98 – 100 Pages 98 – 100 Pages 98 – 100 Pages 98 – 100 8.8 Pages 98 – 100 3.3, 3.5, 3.7, 3.8 Pages 98 – 100 8.8 Pages 98 – 100 8.8 Sustainability Report Annex 6/9 GRI CONTENT INDEX 2021 DUFRY SUSTAINABILITY REPORT 2021 DISCLOSURE DESCRIPTION SDG PAGE NUMBER(S) AND/OR URL(S) REASONS FOR OMISSIONS / COMMENTS GRI 404: TRAINING & EDUCATION 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 103-3 404-1 Explanation of the material topic and its boundary The management approach and its components Page 101 – 102; www.dufry.com/en/careers Page 101 – 102; www.dufry.com/en/careers Evaluation of the management approach Page 101 – 102; www.dufry.com/en/careers Average hours of training per year per employee 4.3, 4.4, 4.5, 5.1, 8.2, 8.5 Sustainability Report Annex GRI 405: DIVERSITY AND EQUAL OPPORTUNITY 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 Explanation of the material topic and its boundary The management approach and its components 103-3 Evaluation of the management approach 405-1 Diversity of governance bodies and employees 5.1, 5.5, 8.5 Pages 96 – 97; Dufry Code of Conduct; www.dufry.com/en/careers Pages 96 – 97; Dufry Code of Conduct; www.dufry.com/en/careers Pages 96 – 97; Dufry Code of Conduct; www.dufry.com/en/careers Sustainability Report Annex GRI 406: NON-DISCRIMINATION 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 Explanation of the material topic and its boundary The management approach and its components 103-3 Evaluation of the management approach Pages 96 – 97; Dufry Code of Conduct; www.dufry.com/en/careers Pages 96 – 97; Dufry Code of Conduct; www.dufry.com/en/careers Pages 96 – 97; Dufry Code of Conduct; www.dufry.com/en/careers 406-1 Incidents of discrimination and corrective actions taken 5.1, 8.8 Sustainability Report Annex GRI 407: FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 Explanation of the material topic and its boundary The management approach and its components 103-3 Evaluation of the management approach 407-1 Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk 8.8 GRI 410: SECURITY PRACTICES 2016* GRI 103: MANAGEMENT APPROACH Page 103; Sustainability Report Annex & www.dufry.com/en/careers Page 103; Sustainability Report Annex & www.dufry.com/en/careers Page 103; Sustainability Report Annex & www.dufry.com/en/careers Dufry does not report any operation where freedom of association and collective bargaining is at risk. As per the suppliers, see pages 108 - 109 of Dufry Annual Report 103-1 103-2 103-3 410-1 Explanation of the material topic and its boundary The management approach and its components Sustainability Report Annex Sustainability Report Annex Evaluation of the management approach Sustainability Report Annex Security personnel trained in human rights policies or procedures 16.1 Sustainability Report Annex Dufry currently cannot report Minority Group data globally due to local legal constraints in some countries for gathering this kind of data 7/9 GRI CONTENT INDEX 2021 DUFRY SUSTAINABILITY REPORT 2021 DISCLOSURE DESCRIPTION SDG PAGE NUMBER(S) AND/OR URL(S) REASONS FOR OMISSIONS / COMMENTS Dufry does not report specific numbers or percentages related to screening or impact assessments, as this information is subject to confidentiality constraints GRI 414: SUPPLIER SOCIAL ASSESSMENT 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 Explanation of the material topic and its boundary The management approach and its components 103-3 Evaluation of the management approach Pages 108 – 109 & Dufry Supplier Code of Conduct Pages 108 – 109 & Dufry Supplier Code of Conduct Pages 108 – 109 & Dufry Supplier Code of Conduct 414-1 New suppliers that were screened using social criteria. N/A 5.2, 8.8, 16.1 GRI 415: PUBLIC POLICY 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 103-3 415-1 Explanation of the material topic and its boundary The management approach and its components Sustainability Report Annex Sustainability Report Annex Evaluation of the management approach Sustainability Report Annex Political contributions 16.5 Sustainability Report Annex GRI 416: CUSTOMER HEALTH AND SAFETY 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 103-3 416-1 Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Assessment of the health and safety impacts of product and service categories GRI 417: MARKETING AND LABELING 2016* GRI 103: MANAGEMENT APPROACH Page 59 Page 59 Page 59 Sustainability Report Annex 103-1 103-2 103-3 417-1 417-2 Explanation of the material topic and its boundary The management approach and its components Pages 61 – 62 Pages 61 – 62 Evaluation of the management approach Pages 61 – 62 Requirements for product and service information and labeling 12.8 Pages 61 – 62 Incidents of non-compliance concerning product and service information and labeling 16.3 417-3 Incidents of non-compliance concerning marketing communications 16.3 During 2021, Dufry has not been notified through the available channels of any significant sanction for non-compliance concerning product and service information and labeling During 2021, Dufry has not been notified through the available channels of any significant sanction for non-compliance concerning marketng communications 8/9 GRI CONTENT INDEX 2021 DUFRY SUSTAINABILITY REPORT 2021 DISCLOSURE DESCRIPTION SDG PAGE NUMBER(S) AND/OR URL(S) REASONS FOR OMISSIONS / COMMENTS GRI 418: CUSTOMER PRIVACY 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 103-3 418-1 Explanation of the material topic and its boundary The management approach and its components Evaluation of the management approach Page 61 Page 61 Page 61 Substantiated complaints concerning breaches of customer privacy and losses of customer data 16.3, 16.10 During 2021, Dufry has not been notified through the available channels of any significant sanction for the breach of the customer´s privacy and personal data protection rules GRI 419: SOCIO-ECONOMIC COMPLIANCE 2016* GRI 103: MANAGEMENT APPROACH 103-1 103-2 103-3 419-1 Explanation of the material topic and its boundary The management approach and its components Page 105 Page 105 Evaluation of the management approach Page 105 Non-compliance with laws and regulations in the social and economic area 16.3 During 2021, Dufry has not been notified through the available channels of any significant sanction for non-compliance with applicable laws and regulations 9/9 UN GLOBAL COMPACT COMMUNICATION ON PROGRESS 2021 The Dufry Group UN Global Compact – Communication on Progress 2021 STATEMENT OF THE CHIEF EXECUTIVE OFFICER In 2021, we have seen a gradual recovery of travel re- sulting in an improved business performance. As un- certainty remains and the visibility of the pandemic’s evolution is still low, we have continued to focus on safeguarding the resilience of the company by further strengthening our liquidity and financial position, as well as by preparing the organization for the new busi- ness environment and the recovery phase. In particu- lar, the implementation of the shop-by-shop reopen- ing initiative reaching 80 % of shops reopened by year-end 2021, has allowed us to call back to work sev- eral thousands of employees from furlough and recruit new colleagues. Our commitment to advancing the development of our Environmental, Social and Governance (ESG) strategy has continued throughout 2021 and has crystallized into a series of initiatives that lay a firm foundation for the sustainable development of our company. As a signatory member of the UN Global Compact, we have worked towards ensuring that the Ten Principles are embedded in the Group´s business strategy and in- tegrated into the day-to-day operation of our com- pany. This includes our continuous fight against brib- ery and corruption, the collaboration with our partners to protect human rights and labor standards, as well as the initiatives to reduce our environmental impact. In 2021, we have implemented a significant number of initiatives, which have enabled us to make steady prog- ress within our ESG commitment. These include a set of Environmental Management Guidelines, defining the environment as a key element of the company’s deci- sion-making process and as a way of ensuring the ap- plication of the precautionary principle. Other envi- ronment-oriented initiatives carried out in 2021 have seen the phasing-out of plastic carrier bags in a num- ber of Dufry operations as well as the implementation of a sustainable product identification initiative in 128 airports across the world to support our customers in their responsible product choices. Most importantly, Dufry has established emission reduction targets, fol- lowing the Science Based Targets Initiative’s criteria, which outline our engagement to reduce our environ- mental footprint. Science-based targets are green- house gas emissions reduction targets that are in line with the level of de-carbonization required to meet the goals of the Paris Agreement – to limit global warming to well below 2°C above pre-industrial levels and pur- sue efforts to limit warming to 1.5°C. Moreover, we have further evolved our diversity and inclusion strategy. Besides appointing a Chief Diver- sity & Inclusion Officer to our Global Executive Com- mittee, there are a number of important achievements worth mentioning. Amongst others, we have com- pleted our first diversity & inclusion survey, which reached 70 % of our global headcounts and we have achieved the recertification of the Equal Salary Certi- fication in Switzerland, which we had first achieved in 2019. Moreover, we have widened the reach of our in- ternal communication tool Beekeeper, which now con- nects over 80 % of our employees and we have updated our Global Human Resources Policy, which is now pub- licly available in our website and outlines our unnego- tiable commitment with respect to the protection of human rights, working conditions, health & safety and equal opportunities. We are currently working on a number of ongoing ini- tiatives that will be ongoing over the coming years, which will allow us to continuously drive our commit- ment towards conducting business in a responsible way. Detailed information on these initiatives is avail- able in this Progress Report as well as in Dufry´s 2021 Annual Report. Julián Díaz González Group CEO, Dufry The Dufry Group UN Global Compact – Communication on Progress 2021 PrincipleOur VisionSpecific MeasuresHUMAN RIGHTS & LABORPrinciple 1: Businesses should support and respect the protection of international human rights.Principle 2: Business should make sure that they are not complicit in human rights abuses.Dufry´s commitment to Human Rights is addressed in the Dufry Code of Conduct and the Dufry Supplier Code of Conduct. Both of these codes are built on the basis of globally recognized principles – like those established by the International Labor Organization (ILO) and the United Nations – and set the expected behavior of both Dufry employees and its suppliers when it comes to the protection of Human Rights and Labor Practices. Both of the codes are publicly available at the company´s website www.dufry.com.Dufry also has strong internal compliance bodies and mechanisms to ensure that its employees are educated in the matter and to control the existing codes and policies regarding the protection of Human Rights. More details are available in the Trusted Partner chapter of Dufry´s 2021 ESG Report.✔ During 2021, we have conducted a recertification process of our Supplier Code of Conduct, In this occasion, we have more than tripled the number of suppliers from each of the product categories, reaching over 117 suppliers (2019: 37 suppliers) that represent 56 % of our procurement budget (compared to 44 % of the previous certification). By close of 2021, suppliers representing 45 % of the total procurement volume (COGS) had accepted or acknowledged the Supplier Code of Conduct (2019: 38 %). On top of monitoring suppliers to ensure compliance with the principles established in Dufry´s Supplier Code of Conduct, we will continue to reach additional suppliers going forward. Following the three-years-cycle approach, the next complete re-certification is planned for 2024.Principle 3: Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining.Dufry respects legally recognized unions and internal forums created to represent its employees’ interests as well as the right of its employees to collective bargaining. In this regard, the company has a policy tailored to each location, subject to the specific laws and regulations. More information is available under the Freedom of Association section of the Employee Experience chapter of Dufry´s 2021 ESG Report.Principle 4: Businesses should uphold the elimination of all forms of forced and compulsory labor.Principle 5: Businesses should uphold the effective abolition of child labor.Principle 6: Businesses should uphold the elimination of discrimination with respect to employment and occupational activities.We offer and promote working environments where everyone receives equal treatment, regardless of gender, color, ethnic or national origins, disability, age, marital status, sexual orientation or religion. In addition, we adhere to local legislation and regulations in all the countries where we operate. Any kind of child labor or forced labor is strictly forbidden and clear recruitment procedures and regular workplace controls ensure that this never occurs at any location. All this principles are covered in Dufry´s HR Policy, available on the corporate website www.dufry.com. Additional information is available in Dufry´s Code of Conduct, Dufry´s Supplier Code of Conduct and the Employee Experience chapter of Dufry´s 2021 ESG Report, all disclosed on the company website.✔ Global HR Policy updated with respect to overall remuneration system and working conditions. Policy is now publicly available on the corporate website.✔ We have appointed a Chief Diversity & Inclusion Officer the group´s Global Executive Committee, who reports to Dufry´s Chief Executive Officer.✔ We have conducted a Diversity & Inclusion survey covering 70 % of global our global employee base to identify opportunities to further evolve Diversity & Inclusion engagement and targeted initiatives.✔ We have progressed with the roll-out of the employee communication tool – Beekeeper – to connect with non-desktop staff, reaching over 80 % of our headcounts.✔ Recertification of Equal Salary Certification in Switzerland successfully completed. The Dufry Group UN Global Compact – Communication on Progress 2021 Principle Our Vision Specific Measures ENVIRONMENTAL PROTECTION Principle 7: Businesses should support a precautionary approach to environmental challenges. Principle 8: Businesses should under-take initiatives to promote greater environmental responsibility. Principle 9: Businesses should encourage the development and diffusion of environmentally friendly technologies. Dufry follows a consistent process to assess its operations from an environmental perspective, to identify the current and future environmental impacts of its activities and to promote initiatives that respect the environmental balance. Moreover, Dufry has established Environmental Management Guidelines applicable to all group entities which define environmentally acceptable practices. Additionally, the company undertakes initiatives geared to reduce the environmental impact of its operations and engages with other stakeholders – such as suppliers and airport partners – to collaborate in achieving this goal. More information is available in the Protecting Environment chapter of Dufry´s 2021 ESG Report. ✔ During 2021, Dufry has defined emissions reduction target following the SBTi criteria: • To reach Climate Neutrality for scopes 1+2 by 2025 • To considerably reduce scope 3 emissions by engaging with 50 % SBTi-committed suppliers by 2027 and by reducing carbon intensity of logistic partners by 28 % by 2030. ✔ We have continued with our plan to phase-out plastic carrier bags and replace them with more sustainable options in 15 countries. ✔ We have developed Dufry´s Environmental Management Guidelines to ensure that application of the precautionary principle and placing the environment at the center of decision-making process. ✔ We have piloted a Sustainable Product identifica- tion initiative in 171 shops across 128 airports, highlighting those products that are aligned with customers’ personal values and which fulfill defined sustainability criteria, and so helping our customer make more sustainable product choices. ANTI-CORRUPTION Principle 10: Businesses should work against corruption in all its forms, including extortion and bribery. As stipulated in Dufry’s Code of Conduct and Supplier Code of Conduct, Dufry has a zero tolerance policy towards bribery and corruption. In this regard, the company has established strong control and education bodies to ensure all of its employees understand the company´s position and guarantee compliance with the principles established in the Dufry Code of Conduct. More information is available in the Trusted Partner chapter of Dufry´s 2021 ESG Report. ✔ During 2020 and 2021, over 950 managers at all levels of the organization and from across all the regions have completed formal comprehensive training on compliance. The rest of the employees not included in the managers list do also receive compliance training. In 2021, this training reached over 14,500 employees on average via online compliance update trainings and communications campaigns. Dufry – Leading Global Travel Retailer

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