Dufry AG Annual Report 2022

Plain-text annual report

ANNUALREPORTVision & Strategy ESG ENGAGEMENT DUFRY SUBSTITUTES 20 % OF ELECTRICITY CONSUMPTION WITH RENEWABLE ENERGY, PROMOTES DIVERSITY & INCLUSION TRAININGS AND ACHIEVES SBTI VALIDATION OF ITS EMISSION REDUCTION TARGETS. Discover the full story in the ESG Report Business Review 2022 1 Management Report DUFRY ANNUAL REPORT 2022 ANNUAL REPORT 2022 CONTENT 1 MANAGEMENT REPORT Dufry at a Glance 8 – 9 Highlights 2022 10 – 11 Message from the Chairman of the Board of Directors 12 – 15 Statement from the Chief Executive Officer 16 – 20 Organizational Structure 21 Board of Directors 22 – 23 Global Executive Committee 24 – 25 Dufry Investment Case 26 – 27 Dufry Strategy (see dedicated brochure in front cover) Dufry Regions & Retail Concepts 28 – 57 Customers, Suppliers, Concession Partners, Investors 58 – 77 2 SUSTAINABILITY REPORT ESG Report 79 - 120 Community Engagement 122 - 128 Sustainability Report 2022 Annex 303 ff GRI Content Index 2022 303 ff UN Global Compact Communication Progress Report 303 ff TCFD Report 303 ff 3 FINANCIAL REPORT Report from the Chief Financial Officer 130 – 134 Financial Statements 135 – 223 Consolidated Financial Statements 136 – 223 Financial Statements Dufry AG 224 – 238 Alternative Performance Measures 239 – 246 4 GOVERNANCE REPORT Corporate Governance 247 – 276 Remuneration Report 278 – 298 Information for Investors and Media 300 Address Details of Headquarters 301 7 1 Management Report DUFRY ANNUAL REPORT 2022 DUFRY AT A GLANCE TURNOVER IN MILLIONS OF CHF 8,685 8,849 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 6,878 3,915 2,561 GROSS PROFIT IN MILLIONS OF CHF 5,200 5,196 5,323 4,800 4,400 4,000 3,600 3,200 2,800 2,400 2,000 1,600 1,200 800 400 0 MARGIN 4,194 65 % 64 % 63 % 62 % 61 % 60 % 59 % 58 % 57 % 56 % 55 % 54 % 53 % 52 % 2,211 1,377 18 19 20 21 2022 18 19 20 21 2022 CORE EBITDA IN MILLIONS OF CHF 1,000 1,000 885 606 386 20 18 19 21 2022 EQUITY FREE CASH FLOW IN MILLIONS OF CHF 500 250 0 – 200 – 300 371 314* 305 18 19 20 21 – 33 2022 3 % BORDERS, DOWNTOWN AND HOTEL SHOPS 3 % CRUISE LINERS AND SEAPORTS – 877 – 1,000 – 1,027 * Excluding one-offs 800 600 400 200 0 – 200 – 400 – 600 – 800 – 1,000 8 NET SALES BY PRODUCT CATEGORY 2022 2 % LITERATURE AND PUBLICATIONS 3 % ELECTRONICS 6 % OTHER 29 % PERFUMES AND COSMETICS 13 % TOBACCO GOODS NET SALES BY REGION 2022 2 % GLOBAL DISTRIBUTION CENTERS 9 % LUXURY GOODS 43 % AMERICAS 17 % WINE AND SPIRITS 53 % EUROPE, MIDDLE EAST AND AFRICA (EMEA) 21 % FOOD, CONFECTIONERY AND CATERING 2 % ASIA PACIFIC NET SALES BY CHANNEL 2022 NET SALES BY MARKET SECTOR 2022 3 % RAILWAY STATIONS AND OTHER 3 % BORDERS, DOWNTOWN AND HOTEL SHOPS 3 % CRUISE LINERS AND SEAPORTS 43 % DUTY-PAID 91 % AIRPORTS 57 % DUTY-FREE 9 1 Management Report DUFRY ANNUAL REPORT 2022 HIGHLIGHTS 2022 NEW STRATEGY «DESTINATION 2027» Dufry presented its new strategy «Destination 2027», which builds on four pillars to enhance passengers’ experience along their whole journey. DUFRY & AUTOGRILL JOIN FORCES The combination of Dufry and Autogrill creates a new customer-centric, integrated global travel experience player, who redefines the boundaries of the industry. CHF 6,878.4 MILLION TURNOVER, 76.1 % ORGANIC GROWTH AND 8.8 % CORE EBITDA MARGIN Resilient demand for travel with spend-per-passenger above-2019 levels, results in a strong organic growth increase of 76.1 % versus 2021. Target CORE EBITDA margin reached ahead of time. NET DEBT POSITION FURTHER DECREASED TO LOWEST LEVEL SINCE 2015 Dufry’s net debt position further decreased ahead of plan to now only CHF 2,810.7 million as of December 31, 2022, meeting covenant thresholds well ahead of the required timing. 10 STRONG CASH FLOW GENERATION CONFIRMED Dufry confirmed its strong cash flow generation capability reaching an above target Equity Free Cash Flow (EFCF) of CHF 305.2 million in FY 2022, despite macroeconomic and geopolitical challenges. 20 % OF ELECTRICITY REPLACED WITH RENEWABLE ENERGY In line with its target to reach climate neutrality for Scopes 1 & 2 by 2025, Dufry has replaced 20 % of its electric energy consumption (based on 2019 levels) with renewable energy in 2022. FIRST TCFD REPORT PUBLISHED Dufry has published its first TCFD Report (Task Force on Climate-Related Financial Disclosures) for the 2022 business year in early 2023. SBTI VALIDATES DUFRY’S EMISSION REDUCTION TARGETS SBTi (Science Based Targets initiative) has validated Dufry’s emission reduction targets for scopes 1, 2 & 3. NEW MIND.BODY.SOUL. SHOP-IN-SHOP CONCEPT LAUNCHED The innovative new retail concept was successfully introduced in several locations globally and caters for the increasing customer interest in purchasing healthier and more sustainable products. 11 1 Management Report DUFRY ANNUAL REPORT 2022 MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS DEAR SHAREHOLDERS The 2022 business year was characterized by three key developments which positively impacted the company. First, a strong operational performance, especially since the summer months. Second, under the leader- ship of our newly appointed CEO, Xavier Rossinyol, we developed and presented our new company strategy «Destination 2027». Third, we announced the combina- tion with Autogrill, which will allow us to join forces with the leading operator of travel F & B and to create a new integrated global Travel Experience player. The strong travel recovery and our customers’ pro- pensity to spend, are well reflected in our operational performance. Our turnover increased significantly and reached CHF 6,878.4 million (2021: CHF 3,915.4 million), resulting in a remarkable improvement in organic growth: 76.1 % on the previous year. Our CORE EBITDA for full-year 2022, which benefitted from our ongoing cost management, amounted to CHF 606.2 million, equal to a margin of 8.8 % despite challenging macro- economics. Equity Free Cash Flow (EFCF) of CHF 305.2 million for fiscal year 2022 was above expectations. As a result, our net profit turned positive to CHF 121 mil- lion (2021: CHF – 365.2 million) and represented an im- provement over pre-pandemic levels (2019: CHF 30.07 million). Creating a new global Travel Experience player. Our new strategy, characterized by customer centric- ity and value generation for concession partners, brand suppliers and shareholders, will deliver long- term growth, sustainable profits and strong cash flows. “Destination 2027” builds on four clearly defined pillars – travel experience evolution, geographical di- For a glossary of financial terms and key performance indicators please see page 239 of this Annual Report. versification, operational improvement culture and strong ESG engagement. The combination of Dufry and Autogrill is a perfect strategic fit, providing the integrated entity with a strong commercial setup and opening new avenues of growth. Dufry will strengthen its position in the highly attractive and resilient US market as well as benefit from new opportunities in other key geographies, through innovative assortments and service portfo- lios to customers, brands and concession partners. The business combination with Autogrill fully aligns with the new company strategy and will contribute to the evolution of all four pillars. We expect the combi- nation to strengthen the balance sheet, reduce lever- age levels and create sustainable value for sharehold- ers supported by potential for synergies as well as generating cash flow. As of December 31, 2022, Dufry’s market capitaliza- tion stood at CHF 3,496.6 million. Dufry shares started the year at CHF 48.19, peaked in February at CHF 50.46 and then had a slightly lower and volatile sideways per- formance. Shares closed the year at CHF 38.51 after external impacts from the challenging geopolitical and economic environment. The average daily trading vol- ume on all platforms was CHF 46.0 million, confirm- ing good liquidity for our shares. The SIX Swiss Ex- change remains an important trading platform, where the average daily volume of Dufry shares reached CHF 15.6 million in 2022. Dufry’s trading volumes are mainly concentrated at the SIX 33.93 % and BATS Chi- X OTC 38.17 % platforms. As is our tradition, we have maintained a continuous dialogue with our sharehold- ers and the financial community through over 1,850 contacts on roadshow or conference meetings, calls and emails – fortunately with an increasing number of in-person meetings. Our Capital Markets Day had around 100 in-person attendees. At the General Meeting of Shareholders in May 2022, we welcomed Mr Xavier Bouton as a new member to the Board of Directors. He will contribute to Dufry’s 12 1 Management Report DUFRY ANNUAL REPORT 2022 Dufry is well equipped to redefine Travel Experience globally through its customer centric strategy, solid finan- cial position, and the combination with Autogrill. Juan Carlos Torres Carretero 13 1 Management Report DUFRY ANNUAL REPORT 2022 2,200 Dufry is a real global player operating over 2,200 shops throughout all six continents. development with his wealth of experience gained through participation in several board committees of listed and private companies. Jorge Born, a Board Member since 2010, Steven Tadler, Board Member since 2018, and Julián Díaz, Board Member since 2013, decided not to stand for re-election. I thank Messrs Jorge Born and Steven Tadler for their valuable con- tributions to Dufry, wishing them all the best for their future endeavours. A special thank you goes to Julián Díaz, not only for his contribution as a Board Member, but particularly for his achievements as CEO of Dufry during his ten- ure that began in 2004. Julián successfully executed the company’s global expansion strategy of profitable and sustainable growth, as well as earning the respect of the travel retail industry. Julián has been the driv- ing force of the Group’s development and reliably steered the company on its remarkable path to be- come not just the leading player, but the only truly global travel retailer of the industry. In the name of the Board of Directors and on behalf of the whole company, I express our gratitude to Julián Díaz for his outstanding dedication and the extraordinary contri- butions he made to Dufry and all its stakeholders throughout his successful career. Our best wishes of good health, happiness, and further satisfaction ac- company him in the future. Shareholders, bond- holders and lending banks provide continued support. Our shareholders reconfirmed their ongoing support of the overall company strategy and applauded the re- silience of our business at the Extraordinary General Meeting held on August 31. A large majority approved several proposals to create authorized and conditional 14 share capital, amend the Articles of Incorporation and appoint two new Board Members in relation to the pre- viously announced business combination with Autogrill. In this context, Alessandro Benetton and Enrico Laghi (Chairman and CEO of Edizione, respectively) were elected as Honorary Chairman and Vice Chairman to the Dufry Board of Directors. Enrico Laghi was also elected as member of the Remuneration Committee. In the name of the entire Board of Directors, I would like to thank our shareholders for their ongoing commit- ment. In view of the 2023 General Meeting of Shareholders, the Board of Directors resolved to propose not to pay a dividend for the business year 2022. This allows us to focus on strengthening the company’s financial posi- tion and on closing the business combination with Autogrill. The Board of Directors will consider re- initiation of dividend payments in line with our overall capital allocation policy considering deleveraging, growth opportunities and returning cash to share- holders. We expect attractive shareholder value gen- eration to result from the successful execution of our new strategy Destination 2027 and the business com- bination with Autogrill. Having obtained all anti-trust and regulatory approv- als, on February 3, 2023 we announced the closing of the business combination with Autogrill and the related transfer of Edizione’s entire stake of 50.3 % in Autogrill to Dufry. From February 3, 2023 until the end of the month our share fluctuated between CHF 40 to CHF 43 and our market capitalization reached CHF 5,000 mil- lion, indicating an initial positive reaction from the mar- ket. The next step is to launch a mandatory tender of- fer for the remaining Autogrill shares. In the mandatory tender offer, in compliance with Italian takeover law, Dufry offers both, 0.158 new Dufry shares for each Autogrill share the same offer as for the 50.3 % or a cash alternative equivalent to EUR 6.33 per Autogrill share. Neither the exchange ratio, nor the cash alter- native will be subject to any adjustment. Dufry will pub- lish the relevant announcements and documentation 1 Management Report DUFRY ANNUAL REPORT 2022 with further details related to the mandatory tender offer in due course. The mandatory tender offer set- tlement is expected to be completed by Q2 2023. Dufry substitutes 20 % of its electricity consumption with renewable energy. In 2022, we continued to expand our ESG engagement with several new initiatives and steady progress on our existing programs. To underline our ESG commitment as an integral part of our company, in 2022 we have for the first time included ESG targets in the long-term incentive plan for management compensation. While we actively reduce energy consumption whenever we refurbish or build new shops, in 2022 we also started substituting 20 % of our electricity consumption with renewable energy. This is an important step to reach our goal of becoming climate neutral for scopes 1 and 2 by 2025. We also disclosed our first TCFD Report (Task Force on Climate-Related Financial Disclosure) to assess and report on climate-related risks and op- portunities. Based on the learnings of our first Diver- sity & Inclusion (D & I) survey in 2021, we launched a se- ries of dedicated D & I trainings across the organization and have verified their impact with the second D & I survey executed in the last quarter of 2022 achieving a response rate of 63 %. A full overview of our ESG progress is available on pages 79 – 120. Ongoing strong engagement for our communities. Our community engagement programs around the world continue to support and assist communities in markets in which we operate. It is now the 13th year that we have contributed funds to SOS Children’s Villages initiatives in Brazil, Mexico and Kenya. This year, as chil- dren and families really needed extra support, we asked our customers to join our efforts by purchasing our Captain Dufry plush bear, the profits of which were donated to SOS Children’s Villages. In 2022, we and our employees were also involved in community proj- ects in many other parts of the world such as Switzer- land, Greece, the United Kingdom, the United States, Canada, India, Armenia and Spain. Our employees and management teams generously contributed to all the positive developments and achievements described above. Their dedication, con- tinued commitment, and hard work as a team, resulted in over-achieving our targets this year. I want to ex- press my gratitude and say a sincere thank you to ev- ery single one of our employees for their unflagging support and continued motivation. I thank once again our concession partners and sup- pliers, for closely collaborating with us to find mutu- ally viable solutions during the recovery. We solidified our partnerships and look forward to enjoying future journeys together. The ongoing trust of our business partners, sharehold- ers, bondholders and lending banks, further strength- ened our long-standing relationships and fostered our common vision of Dufry as a WorldClass.WorldWide company. Sincerely, Juan Carlos Torres Carretero 15 1 Management Report DUFRY ANNUAL REPORT 2022 STATEMENT OF THE CHIEF EXECUTIVE OFFICER DEAR ALL I am delighted to be reporting on a successful busi- ness year and proud of the tremendous achievements of the Dufry team. During 2022, we have not only de- livered on our financial targets, but also set the cor- nerstone for a prosperous future for our company. With our new strategy “Destination 2027”, we have clearly defined and started to execute on our ambi- tion, which, together with the Autogrill business com- bination, will transform our company and offer new opportunities for growth as the global Travel Experi- ence player. From an operational perspective, since the beginning of 2022 we have seen a gradual and accelerating perfor- mance improvement supported by the sequential eas- ing of travel restrictions around the world. Societies and cultures showed their resilient and strong willing- ness to travel and to enjoy travel retail as an attractive shopping channel. The recovery was first characterized by an increase in domestic travel, followed by an accel- eration of regional and intercontinental traffic. Initially driven by a strong demand for leisure destinations, air traffic was increasingly complemented by the resum- ing business travel. Despite these positive develop- ments, the business environment overall and the in- dustry still had to face considerable geopolitical and operational challenges, such as the war in Ukraine or travel disruptions and capacity caps during the sum- mer season. Considering the still difficult business environment, our performance improvements and the results achieved are all the more remarkable. All relevant KPI’s considerably improved Our turnover saw an assuring acceleration throughout the course of the year, supported by the willingness of our customers to travel and their ongoing propensity to visit our stores. Turnover reached CHF 6,878.4 mil- lion versus CHF 3,915.4 million in the previous year. This is equal to a considerable organic growth of 76.1 % compared to 2021. CORE EBITDA increased substan- For a glossary of financial terms and key performance indicators please see page 239 of this Annual Report. 16 tially as well and came in at CHF 606.2 million (2021: CHF 386.0 million) resulting in a margin of 8.8 % despite the aforementioned challenging macroeconomics. Strong equity free cash flow and liquidity position. Equity Free Cash Flow (EFCF) was well above projec- tions and amounted to CHF 305.2 million as compared to the CHF – 33.4 million in 2021. This remarkable ac- celeration confirmed the company’s strong cash flow generation capability, also supported by an ongoing tight cost control. Net debt further decreased ahead of plan to now CHF 2,810.7 million (2021: CHF 3,079.5 million), meeting covenant thresholds well ahead of the required timing. Our available liquidity as per December 31, 2022 amounted to CHF 2,343.0 million versus CHF 2,243.9 million at the end of 2021. Moreover, in December 2022, we successfully com- pleted the early refinancing of our USD 550 million Term Loan and EUR 1,300 million Revolving Credit Facility through a EUR 2,085 million Revolving Credit Facility. This adds to our well-balanced debt profile, while we confirm our commitment to deleverage to below 3x. Ongoing footprint expansion and contract extensions 2022 saw an acceleration of contract extensions and new wins, allowing us to considerably foster the resil- ience of the business. Amongst the most important new concessions won and extended, I want to high- light the new contracts added at Helsinki Airport in Finland, at Sofia International Airport in Bulgaria, at Gusti Ngurah Rai International Airport in Bali, at Felipe Ángeles International Airport in Santa Lucia, México and at Recife International Airport in Brazil, as well as at Chongqing International Airport, China, and the 1 Management Report DUFRY ANNUAL REPORT 2022 In 2022, we have delivered a solid business performance and set the base for the company’s further growth, by defining and starting to imple- ment our new strategy Destination 2027. Xavier Rossinyol 17 1 Management Report DUFRY ANNUAL REPORT 2022 472,000 m2 Dufry operates close to 472,000 m2 of retail space. joint-venture at Kempegowda International Airport Bengaluru in India. With respect to extensions, the renewal of the Heath- row concession contract for three years until 2029 is of great importance. Equally relevant are the exten- sions we were awarded at La Romana International Airport and Seaport in the Dominican Republic, at Salvador International Airport in Brazil, as well as at Birmingham-Shuttlesworth and Harry Reid Interna- tional Airport in The Americas. Also worth mentioning is the partnership with Starbucks in the United States, which led to the first store openings at LaGuardia Air- port in the United States. Destination 2027 presented and implementation started - making travelers happier In early September we presented our new company strategy «Destination 2027», which builds on four key pillars – travel experience revolution, geographic di- versification, culture of operational improvement and a strong ESG engagement as connecting element. While travel retail and travel food and beverage have proven their resilience, changes in the market, cus- tomer behaviours and travel patterns have become ev- ident and we will cater for them with Destination 2027. It allows us to create a unique, new value proposition for customers, to tap into fast-growing markets as well as to fuel profitability, accelerate cash flow gen- eration and reinvest in growth. Destination 2027 revolutionizes travel experience. Our new company strategy is crafted based on a deep understanding of our stakeholders’ needs, customer insights and market trends evolution. We have already started its implementation with first tangible initiatives implemented in 2022 – such as the new MIND.BODY. 18 SOUL. shop-in-shop concept. The strategy will be de- livered by closely working with and further empower- ing our excellent teams and reinforcing them when needed. In close collaboration with concession part- ners and brand suppliers, we will create benefits and sustainable long-term value for all our stakeholders. Through our new strategy we will focus our value prop- osition on customized offerings for travelers, includ- ing elements of experience, new categories and exclu- sive products. This experience will be delivered both in physical «smart» stores, with a modular concept that allows us to customize offerings to different passen- gers, routes and nationalities, as well as through digi- tal channels, with extensive digital engagement before and after travel, to drive conversion and loyalty. From a footprint perspective, we build on a strong portfolio of international airport locations and con- tinue to expand our presence, focusing on the highly attractive and resilient US market, and a specifically defined strategy for Asia-Pacific. A dedicated team will focus on a set of strategic markets in the region and on the fast-growing cohort of the Chinese travel- ers. In Europe and Rest of the World, Dufry will accel- erate its organic business development and set clear priorities and targets. Along with the strategy implementation, we will con- tinue to strive for superior profitability with a logic of zero-based budgeting, focused on disproportionally allocating resources to activities that make the most impact for the customer, while leveraging technology to simplify work and operations. Adding to the bud- geting discipline, Dufry will systematically and actively manage its concessions portfolio with stronger focus on the evaluation of full profitability and cash flow contribution. For a detailed description of Destination 2027, please refer to the dedicated brochure at the be- ginning of this annual report. 1 Management Report DUFRY ANNUAL REPORT 2022 Autogrill business combination progressing well The combination with Autogrill announced in July 2022 is a perfect strategic fit and fully complements Des- tination 2027. The transaction allows us to combine the expertise of the two leaders in travel retail and in travel food & beverage respectively, and to create a new unique player of travel experience. The combina- tion will create a new value proposition and holistic ex- perience for travelers through hybrid offers and ser- vices, and benefit concession partners and brand suppliers through higher revenue generation and brand exposure opportunities. New global Travel Experience player created. The combination process is proceeding well and as planned. Following the approval by Dufry’s sharehold- ers at the Extraordinary General Meeting in August 2022, to create authorized and conditional share capital and to amend the Articles of Incorporation, in early 2023 we also obtained the necessary regulatory and anti- trust approvals. As separately announced, this enabled us to close the transaction and have Edizione transfer its 50.3 % stake in Autogrill to Dufry on February 3, 2023. In line with Italian law, we will now proceed with the second step, the Mandatory Tender Offer (MTO), to ac- quire the remaining 49.7 % of the Autogrill shares of- fering 0.158 new Dufry shares for each Autogrill share or alternatively a cash offer equivalent to EUR 6.33 per Autogrill share. We expect to complete the settlement of the MTO in the second quarter 2023. I want to thank Alessandro Benetton, the Benetton family and the management teams of Edizione and Au- togrill for their support in creating this new combined entity, and for sharing our vision and implementing the new strategy together with us. Their contribution dur- ing the integration and implementation of the strategy across the joint business will be of crucial importance. New Organization announced in February 2023 In line with our new strategy Destination 2027 and tak- ing into consideration the new scope and operational footprint of the combined entity, we have also defined a new Global Executive Committee (GEC), which in- cludes representatives of both legacies. With the new organizational setup we are best placed to drive the Travel Experience Revolution together, combining Dufry’s and Autogrill’s complementary skill sets in Travel Retail and Food & Beverage, and serve all our stakeholders. The new team reflects our strategic priorities to deliver our Destination 2027 strategy in- cluding the focus on geographical diversification, cus- tomer-centricity and digitalization, and a strong em- phasis on our people and ESG. Since March 2, 2023, the new GEC consists of: – Xavier Rossinyol: Chief Executive Officer – Yves Gerster: Chief Financial Officer – Freda Cheung: President and CEO Asia Pacific (APAC) – Steve Johnson: President and CEO North America (NA) – Luis Marin: President and CEO Europe, Middle East and Africa (EMEA) – Enrique Urioste: President and CEO Latin America (LATAM) – Pascal Duclos: Group General Counsel – Camillo Rossotto: Chief Public Affairs & ESG Officer – Vijay Talwar: Chief Digital & Customer Officer – Katrin Volery: Chief People & Culture Officer I am thanking all former members of the Global Exec- utive Committee, Eugenio Andrades, Andrea Belardini and Sarah Branquinho, for their tremendous work and commitment to Dufry and I welcome all new members to shape the future of our joint company together. 20 % of electricity already covered by renewable energy. Important ESG milestones achieved As an inherent element of its long-term strategy, Dufry continues to focus on strengthening its sustain- ability engagement. In 2022, we further strengthened ESG governance at the Board of Directors level, by expanding the scope of the former Nomination Com- mittee to the new Nomination and ESG Committee, chaired by the Lead Independent Director, and we have made considerable progress implementing new and evolving important initiatives. While we have received official validation from SBTi (Science Based Targets initiative) for our emission re- duction targets, we have in parallel already started to substitute our electricity consumption with 20 % re- newable energy. We have also published our first TCFD 19 I also want to thank our external business partners in- cluding our concession partners, brand suppliers, and the financial community, who all in their specific ways, continue to support the company and share the com- mon vision to further develop Dufry and drive the travel experience revolution. This collaboration has again proven itself as being a solid and key success factor and I am looking forward to continuing this common journey of partnership. On a more personal note, I want to thank our Chair- man, Juan Carlos Torres, and the Board of Directors for their trust and to continue to evolve the company. Also thanks to Edizione and its Chairman Alessandro Benetton for their support for the combination of the two companies. Equally, I want to thank Julián Díaz for the great work done in the past years to grow the com- pany and for his valuable support to secure a smooth transition. Last, but not least, I thank our shareholders and bond- holders for their ongoing support, trust and contribu- tions in making Dufry even more WorldClass.World- Wide. Sincerely, Xavier Rossinyol Report (Task Force on Climate-Related Financial Dis- closure) to increase transparency on climate-related risks and opportunities. Furthermore, we have ex- tended the Supplier Code of Conduct recertification adding North America, and now covering 59 % of our purchasing volume globally. In the year under review, we have further expanded our Diversity & Inclusion engagement by deploying several group wide initiatives, such as a comprehen- sive series of trainings for all employee and manage- ment levels across the Group. The specific actions were based on the learnings and feedbacks we had re- ceived in the first D & I survey launched in 2021 and have been once again verified with our employees through the second D & I survey executed in the fourth quarter of 2022. A new important initiative is the creation of our Com- munity Engagement Strategy. While Dufry has a long- standing tradition to support communities in locations where the company operates, going forward we want to further expand and formalize our engagements with focussed initiatives. Implementation of the new Com- munity Engagement Strategy will start in the current business year 2023. Encouraging outlook for business resilience While we acknowledge the persisting macro-economic challenges and the uncertainty driven by inflation, po- litical developments and potential travel disruptions, we also have important elements contributing to an overall encouraging outlook for the business. We see a robust propensity to travel and to shop in our chan- nels with strong demand and positive trends on all key indicators. We have a strong and clear strategy in place catering to the current and evolving needs of the market and the expectations of our customers. The business combination with Autogrill is proceeding as planned, and last-but-not-least, we have a solid finan- cial position. A BIG THANK YOU - TEAM MEMBERS, YOU ARE THE KEY TO OUR COMMON SUCCESS Above all, I want to thank our employees for the ex- traordinary motivation and hard work they have given the company, first to support the recovery and sec- ond to accelerate sales and operational performance when the business started to resume. On top of this, they have managed additional workloads to develop and start implementing our new strategy, including the preparations for the combination with Autogrill. This demonstrates a great level of dedication and deserves my and our managements’ sincere respect and grati- tude. 20 1 Management ReportDUFRY ANNUAL REPORT 20221 Management Report DUFRY ANNUAL REPORT 2022 OUR ORGANIZATIONAL STRUCTURE – GLOBAL EXECUTIVE COMMITTEE AS OF MARCH 2, 2023 21 GROUP CHIEF EXECUTIVE OFFICERXavier RossinyolCHIEF PEOPLE & CULTURE OFFICERKatrin VoleryGROUP GENERAL COUNSEL Pascal C. DuclosCHIEF FINANCIAL OFFICER Yves GersterPRESIDENT & CEO NORTH AMERICASteve JohnsonPRESIDENT & CEO LATIN AMERICAEnrique UriostePRESIDENT & CEO ASIA-PACIFICFreda CheungCHIEF DIGITAL & CUSTOMER OFFICERVijay TalwarCHIEF PUBLIC AFFAIRS & ESG OFFICERCamillo RossottoPRESIDENT & CEO EUROPE, MIDDLE EAST & AFRICALuis Marin1 Management Report DUFRY ANNUAL REPORT 2022 Juan Carlos Torres Carretero BOARD OF DIRECTORS MEMBERS AS OF MARCH 1, 2023 Alessandro Benetton Heekyung Jo Min Enrico Laghi Mary J. Steele Guilfoile Luis Maroto Camino Xavier Bouton Ranjan Sen Joaquín Moya-Angeler Cabrera Lynda Tyler-Cagni Eugenia M. Ulasewicz 23 1 Management Report DUFRY ANNUAL REPORT 2022 Xavier Rossinyol GLOBAL EXECUTIVE COMMITTEE MEMBERS AS OF MARCH 2, 2023 Yves Gerster Freda Cheung Pascal C. Duclos Steve Johnson Enrique Urioste Camillo Rossotto Katrin Volery Luis Marin Vijay Talwar 25 1 Management Report DUFRY ANNUAL REPORT 2022 DUFRY’S INVESTMENT CASE LONG-TERM GROWING INDUSTRY Mid-term PAX CAGR of 3.5 % – 4 % as global average, with growth opportunities especially in Asia and in F & B. GLOBAL MARKET LEADER Close to 20 % market share in airport retail and 11 % market share in travel retail across all channels pre-COVID, now also leading in travel F & B. BILLION CUSTOMERS 2.3 Access to 2.3 billion travelers across global net- work, re-defining value proposition to customers in close collaboration with concession partners and brands. 26 TRAVEL CONCESSIONS RECOGNIZED AS IMPORTANT CHANNEL Collaborating with more than 1,000 Travel Retail suppliers and unparalleled F & B portfolio of more than 300 brands. 5 – 7 % CAGR TURNOVER Mid-term turnover driven by underlying passenger growth, spend per passenger increase through Travel Retail Revolution and organic business development, with M & A opportunities on top. COMBINATION WITH AUTOGRILL Further expanding from USD 86 billion travel retail into resilient USD 28 billion global F & B concession market while transforming boundaries of our industry. STRONG RISK- ADJUSTED CASH FLOW GENERATION Long-term track-record of low capital intensity of the business, strong cash generation and fast deleveraging. TRAVEL EXPERIENCE REVOLUTION SUSTAINABLE PROFITS Operational improvement culture, highly variable cost structure and continuous efficiencies drive mid-term profitability improvements. 6 YEARS Close to 6 years of remaining average concession lifetime, across a highly diversified portfolio. Unique value proposition for travelers with new strategy focusing on enhanced store concepts, data-driven customer insights and digitalization, thus benefitting customer con- version and spending with increase of 1.5 % – 2 % annually. RESILIENT BUSINESS Proven resilience of travel retail and travel F & B further supported by Dufry´s diversification across geographies, channels, formats and concepts, and its strong stakeholder relations. VAST ARRAY OF UNIQUE CONCEPTS FOR CONCESSION PARTNERS Dufry has strong relationships with concession partners and airport authorities and is a reliable partner delivering outstanding results for concession partners through a vast offering of unique shop and F & B concepts. 27 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 / NIGERIA / RUSSIA SWEDEN / SWITZERLAND 28 1 Management ReportDUFRY ANNUAL REPORT 2022 Strong performance acceleration in Dufry’s largest region Dufry’s largest region, which includes 31 countries, saw a strong and consistent recovery all year long, with performance peaking during the summer months and continuing well into autumn. Acceleration was mainly driven by leisure demand towards holiday des- tinations allowing the region to reach a considerable organic growth of 120.7 % as compared to the previ- ous year (in constant FX). This is all the more remark- able, as the strong EMEA performance came in despite flight disruptions and capacity cuts across European airports and by airlines throughout the summer months. In 2022, turnover came in at CHF 3,586.0 million ver- sus CHF 1,723.8 million in 2021. From a country per- spective, strong demand increases were reported from Turkey, Greece and the Middle East, while also UK, France, Italy, Spain, Eastern Europe, and Africa made considerable progress. The EMEA region succeeded in winning new and ex- tending important contracts. Above all, Dufry suc- cessfully extended its Heathrow concession contract for three years until 2029, which is the largest single location operated by Dufry serving over 80 million passengers annually (2019 level). Furthermore, Dufry secured concessions at Helsinki Airport in Finland, at Sofia International Airport in Bulgaria as well as at Kuwait International Airport. Dufry opened in total 7,219 m2 of retail space such as in Spain and Turkey. Refurbishments covered 15,508 m2 and where performed amongst others at Glasgow, Manchester and Stockholm airports. PORTION OF TURNOVER 2022 TURNOVER (IN MILLIONS OF CHF) KEY REPORTED DATA 2022 GLOBAL DISTRIBUTION CENTERS AMERICAS 52 % EUROPE, MIDDLE EAST AND AFRICA TURNOVER 2022 3,586 4,500 4,434 3,586 1,724 1,145 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0 ASIA PACIFIC 2019 2020 2021 2022 NUMBER OF SHOPS 725 SALES AREA IN M² 214,674 EMPLOYEES IN FTE 10,353 29 1 Management ReportDUFRY ANNUAL REPORT 20221 2 1 1 LONDON | HEATHROW Dufry inaugurated an ex clu sive Pen haligon’s Haute Par fumerie bou tique in Heathrow Ter mi nal 5. 2 LONDON | GATWICK Dufry completed the refurbishment of London Gatwick´s South Terminal stores. 30 4 3 ATHENS | ELEFTHERIOS VENIZELOS INT. AIRPORT The Athens airport saw the expansion of the main duty-free store now extending over a total space of 1,378 m2. 4 THESSALONIKI | THESSALONIKI AIRPORT Renovated space in the Thessaoliniki airport stores. 3 31 5 7 6 5 TENERIFE | TENER IFE SOUTH- REINA SOFIA AIR PORT New duty-free walk through store of more than 2,700 m2. 6 ZURICH | ZURICH AIRPORT New Kering eyewear concept store located airside. 7 SEVILLA | SAN PABLO AIRPORT Seville's vi brant spir it and col or has been trans lat ed into the new 518 m2 walk through store. 32 9 8 AGADIR | AGADIR–AL MASSIRA AIRPORT Dufry completed the refurbishment of the main duty-free arrivals store and the Hudson store in Agadir. 9 GHANA | KOTOKA INTERNATIONAL AIRPORT New spaces in Accra, including a 545 m2 departures and a 200 m2 arrivals store as well a last minute store concept. 8 33 ASIA PACIFIC 34 1 Management ReportDUFRY ANNUAL REPORT 2022AUSTRALIA CAMBODIA CHINA INDONESIA MALAYSIA SINGAPORE SOUTH KOREA Asia-Pacific improving after first signs of easing restrictions Whilst traveling in Asia-Pacific remained widely im- pacted throughout the whole year, first steps to lift travel restrictions in the region were seen during the second quarter in Australia, Indonesia and Cambodia. Further gradual progress and opening for international travel was made during the summer. Our operations in Macao and domestic China were operational through- out 2022, with temporary closures related to China’s zero-Covid approach. Towards the end of the year, a beginning of easing restrictions was also seen in Hong Kong and for international travel in China. In 2022, turnover in Asia-Pacific amounted to CHF 165.9 million as compared to CHF 99.0 million in 2021. This improvement was also reflected in an acceleration of organic growth, which came in at 64.8 % on the previ- ous year. Despite the ongoing challenging business environment in Asia-Pacific, Dufry won some important new con- tracts such as the fifteen-year joint-venture contract to operate and manage duty-free outlets in the new Terminal 2 of the Kempegowda International Airport Bengaluru in India. An equally important win is the five- year duty-paid concession to operate five shops at Chongqing International Airport in China, which is the ninth busiest in the country, welcoming close to 45 mil- lion passengers in 2019. Moreover, Dufry extended its concession contract at Gusti Ngurah Rai International Airport in Bali for six years, which includes an increase in retail space of over 1,400 m2, thus extending the total sales area to over 3,600 m2 and allowing the introduction of fashion and accessories as new cate- gories in this location. Total gross retail space opened in 2022 amounted to 2,394 m2 and refurbishments reached 5,405 m2. PORTION OF TURNOVER 2022 TURNOVER (IN MILLIONS OF CHF) GLOBAL DISTRIBUTION CENTERS AMERICAS EUROPE, MIDDLE EAST AND AFRICA TURNOVER 2022 166 692 700 600 500 400 300 200 100 0 160 166 99 2 % ASIA PACIFIC 2019 2020 2021 2022 KEY REPORTED DATA 2022 NUMBER OF SHOPS 67 SALES AREA IN M² 25,060 EMPLOYEES IN FTE 810 35 1 Management ReportDUFRY ANNUAL REPORT 20223 2 1 1 HAINAN | GLOBAL DUTY FREE PLAZA AT MOVA HALL Martell´s 140 m2 boutique store aims to immerse shoppers into the world of the Cognac. 36 2 SIEM REAP | SIEM REAP INTERNATIONAL AIRPORT Refurbished 1,343 m2 walkthrough store featuring all main product categories. 3 PHNOM PENH | PHNOM PENH INTERNATIONAL AIRPORT The Sprit of Cambodia store is part of the 1,615 m2 refurbished space inaugurated in Phnom Penh. 5 4 4 JAKARTA | SARINAH SHOPPING MALL With 1,815 m2, Sarinah Duty Free is the first duty-free shop in downtown Jakarta. 5 BALI | NGURAH RAI INTERNATIONAL AIRPORT Dufry completed the renovation of its stores in Bali, totaling 1,519 m2 of both refurbished and new space. 37 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 38 Strong rebound since early 2022 progressing across the whole region The rebound in The Americas at the beginning of the year was mainly driven by a continuous increase in do- mestic flights in the US and intra-regional touristic traveling to Mexico, Central America as well as the Caribbean Islands and the Dominican Republic. In a second step, also transatlantic travel as well as South American destinations started to trend upwards, es- pecially in Argentina, Colombia and Ecuador during the third quarter and with the wider region having followed most recently. Benefitting from the overall more favorable travel en- vironments, the region The Americas saw a strong per- formance and reported a turnover of CHF 2,918.3 mil- lion versus CHF 1,728.5 million in the previous year, reflecting organic growth versus 2021 of 62.7 %. Dufry signed new concessions contracts at Felipe Ángeles International Airport in Santa Lucia, México, at Recife International Airport in Brazil and at Colorado Springs Airport in the US. Moreover, contract exten- sions have been achieved at La Romana International Airport and Seaport in the Dominican Republic, at Ontario International Airport in Canada, at Salvador International Airport in Brazil as well as at Birming- ham-Shuttlesworth and Harry Reid International Air- port in the US. Also worth mentioning is the new part- nership with Starbucks with the first stores opened at LaGuardia Airport and the Hudson Nonstop travel con- venience stores launched in both Nashville Interna- tional Airport and Dallas Fort Worth International Air- port. Total gross retail space opened in 2022 amounted to 6,923 m2 while refurbishments reached 11,858 m2. The Americas, which covers some of the World’s most iconic travel and tourism destinations, is character- ized by the large variety of shops concepts offered within duty-free and duty-paid environments and in- cluding several convenience and airport F & B formats. In 2022, ushering into an entirely new era of hybrid re- tail and dining convenience for travelers, Dufry opened an integrated «Decanted» wine bar and Hudson Non- stop concept at Dallas Fort Worth International Air- port, which further enhances the customers’ travel experience. PORTION OF TURNOVER 2022 TURNOVER (IN MILLIONS OF CHF) KEY REPORTED DATA 2022 GLOBAL DISTRIBUTION CENTERS 42 % AMERICAS EUROPE, MIDDLE EAST AND AFRICA TURNOVER 2022 2,918 3,472 2,918 NUMBER OF SHOPS 1,445 SALES AREA IN M² 231,834 EMPLOYEES IN FTE 1,729 1,472 12,046 3,500 3,000 2,500 2,000 1,500 1,000 500 0 ASIA PACIFIC 2019 2020 2021 2022 39 1 Management ReportDUFRY ANNUAL REPORT 20221 3 2 1 DALLAS | DALLAS FORT WORTH INTERNATIONAL AIRPORT Decanted brings to geth er Hud son’s first wine bar and a Hud son Non stop con cept. 40 2 LOS ANGELES | LOS ANGELES INTERNATIONAL AIRPORT New beauty space inaugurated at LAX. 3 NASHVILLE | NASHVILLE INTERNATIONAL AIRPORT Refurbished Hudson convenience store in Nashville. 4 4 SANTO DOMINGO | AEROPUERTO INTERNACIONAL LAS AMERICAS New 1,757 m2 walk through duty-free store lo cat ed in the in ter na tion al de par tures hall at Las Amer i c as In ter na tion al Air port. 4 41 5 7 6 5 SÃO PAULO | GUARULHOS INTERNATIONAL AIRPORT The Mind.Body.Soul. shop-in-shop concept debuted the Brazilian market in São Paulo. 42 6 PORTO ALEGRE | SAL GA DO FIL HO INT. AIR PORT Dufry inaugurated two new walkthrough duty-free shops cov er ing a com bined re tail area of 935 m². 7 RECIFE | GUARARAPES– GILBERTO FREYRE INT. AIRPORT Combined Dufry Shopping and Hudson concepts in the departures area of the airport. 9 8 8 LOS CABOS | LOS CABOS INTERNATIONAL AIRPORT New 1,726 m2 duty-free store in the internatioanl departures hall of Terminal 2. 9 SANTIAGO | ARTURO MERINO BENÍTEZ INT. AIRPORT La Cava del Vino, a new 182 m2 space devoted to Chilean wines, is part of the major refurbishment of Dufry´s stores at Santiago de Chile airport. 43 44 GENERAL TRAVEL RETAIL SHOPS Perfumes Cosmetics Food Confectionery Wines Spirits Watches Jewelry The general travel retail shop is the most commonly used concept at Dufry, covering the full range of catego- ries, such as perfumes & cosmetics, food & confectionery, wines & spirits, watches & jewelry, fashion & leather, tobacco goods, souvenirs & electronics and others. General travel retail shops carry a large product assort- ment 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 identified by carrying the name of several retail brands in our port- folio, including Dufry, Nuance, World Duty Free, and Hellenic Duty Free among others, or a name combination linking to the specific location, such as Zurich Duty-Free or Stockholm Duty-Free. As of December 31, 2022, Dufry operated 917 general travel retail shops. In 2017, Dufry introduced the new generation store con- cept, 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 (Switzerland), 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). From 2020 to 2022 the number of highly digitalized shops, which include specific elements of the new generation store, was increased to 50. 45 46 DUFRY SHOPPING Wide assortment of different product categories and including a similar brand variety 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 num- ber of countries where domestic travelers account for the majority of passengers, specifically 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 Internatio- nal Airport, and at Malta International 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 Fortaleza and Odessa airports in Brazil and Russia respectively. In 2021, Dufry opened two Dufry Shopping Megastores at its Porto Alegre opera- tion in Brazil as well as a Dufry Shopping at Guadalajara Int. Airport in Mexico. In 2022 Dufry added a Dufry Shopping store in Las Vegas. 47 48 BRAND BOUTIQUES We design these shops as standalone boutiques or integrate them as a shop-in-shop in our general travel retail stores Dufry is a partner of choice for global brands to show- case 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 integrate them as a shop-in- shop in our general travel retail stores. Brand bou- tiques 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, 2022, Dufry operated 202 brand boutiques, such as: Armani, Burberry, Bally, Bottega Veneta, Bvlgari, Cartier, Chloe, Coach, Ermenegildo Zegna, 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 67. 49 50 CONVENIENCE STORES soft drinks confectionery packaged food travel accessories electronics personal items books & souvenirs newspapers & magazines Our convenience stores offer a wide product assortment that passengers may want or need when traveling. The range includes soft drinks, confectionery, packaged 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 convenience stores, with more than 633 shops. In addition, we operate 98 Hudson conve- nience stores outside North America. “Hudson” is our most important brand in the conve- nience segment with strong customer recognition and it is highly valued by passengers. 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 air- ports within international 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, Essentials and Destination. The newest innovation is the Hudson Nonstop shop which, leveraging Amazon’s just-walk-out and Amazone One technologies, allows travelers to enter the store with their credit card or through palm recognition, pick up their travel items, eliminating the need to wait in checkout lines or stopping to pay in-store. 51 52 SPECIALIZED SHOPS watches & jewelry sunglasses electronics spirits food destination products 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, electron- ics, spirits, food and destination products, in locations where we see potential for a shop to carry a broad prod- uct range relating to one specific 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 sun- glasses; “World of Whiskies” and “Tequileria” for a selec- tion of finest single malt or blend whiskies and tequilas; “Master of Time” for luxury watches and jewelries; “Temp- tation” and “Timebox” for fashion watches and accesso- ries; “Sound & Vision” for multi-brand electronics; “Travel Star” for luggage and travel essential products and finally “Atelier”, a women’s leather accessories store. In 2022, Dufry launched the MIND.BODY.SOUL. shop-in-shop con- cept featuring a selection of health and well-being prod- ucts. As of December 31, 2022, Dufry operated 485 shops under the Specialized Shops /Theme Stores concept. 53 RED BY DUFRY The Group’s customer retention program Red By Dufry is imple- mented in 51 countries across 260 locations. A complete overview and the respective information is available here: www.redbydufry.com Online Channels & Services 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. 54 Online Channels & Services RESERVE & COLLECT Reserve & Collect is available globally in 196 locations across 69 countries and can be accessed through the dedicated website: www.shop- dutyfree.com 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. Customers can reserve their most wanted products through Reserve & Collect Dufry has been connecting its physical stores with digital applications and customer services for many years and continues 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 travel- ers 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 glob- ally from attractive and unique airport-specific services through our Red By Dufry customer loyalty program. When approaching airports or other locations where Dufry operates shops, Red By Dufry identifies the cus- tomer and sends them the latest updates on the locally available 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 chan- nel, where our brand partners can feature their novelties, special editions and stories related to their products, thus having direct access to their customers. Forum inter- links all Dufry online channels. Increased digital customer experience services and mini- Apps are in use in selected operations in Hainan, where Dufry participates in the Global Duty Free Plaza Stores. They support local shopping behaviors and are integrated in popular Apps such as Alipay and WeChat. Function- ality and services offered are in line with local duty-free sales regulations; e.g. the possibility of home-delivery, thus offering a comprehensive shopping, payment and service experience for online and offline use. 55 OVER 410 LOCATIONS WORLDWIDE EUROPE, MIDDLE EAST AND AFRICA Armenia Gyumri Yerevan Bulgaria Burgas Sofia 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 56 Santorini 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 Mineralnyje Wody 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 Kutahya Ukraine Odessa United Arab Emirates Sharjah United Kingdom Aberdeen Belfast Birmingham Bournemouth Bristol Cardiff Doncaster East Midlands Edinburgh Exeter 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 Teeside 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, I, II Naxos 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 1 Management ReportDUFRY ANNUAL REPORT 2022 Indonesia Bali Jakarta Malaysia Kuala Lumpur 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 Navegantes 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 Montego Bay Mexico Acapulco Cancun Cozumel Guadalajara Guanajuato Ixtapa Los Cabos Mazatlan Mexico City Monterrey Puerto Vallarta San José del Cabo Santa Lucia 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 Breakaway Carnival Panorama Carnival Sensation Carnival Valor Getaway 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 57 1 Management ReportDUFRY ANNUAL REPORT 2022 CUSTOMERS – Discovering New Value Propositions Dufry has created new offers and expanded its assortment in close collaboration with our brand partners to satisfy our customers’ expectations. 58 6 % OTHER 2 % LITERATURE AND PUBLICATIONS 3 % ELECTRONICS 29% PERFUMES AND COSMETICS 13 % TOBACCO GOODS 9 % LUXURY GOODS MORE THAN 50,000 items are available in our portfolio for our customers to choose from 17 % WINE AND SPIRITS 21 % FOOD, CONFECTIONERY AND CATERING 59 Close engagement with customers continued to be a key focus throughout 2022. As well as providing the valuable insights which were used to craft the new company strategy «Destination 2027», our regular in- shop and online surveys to assess customer expecta- tions and identify potential changes in shopping behav- iors confirmed the trends for sustainable, eco-friendly and well-being products, as well as premium and inno- vative assortments. Seizing this great opportunity, Dufry has created new offers and expanded its assort- ment in close collaboration with our brand partners to satisfy customers’ expectations. Fostering safe shopping and working environments Providing safe shopping and working environments for our customers and employees remains a key concern. Dufry has a comprehensive Global Health & Safety Pro- tocol implemented throughout all locations. The pro- tocol contains basic health and safety measures de- fined by the company, but can also be enhanced with and adapted to location specific government or airport health and safety regulations. The protocol substan- tially contributes to making customers perceive air- ports and other travel locations as safe environments, CURRENTLY THE SUSTAINABLE PRODUCT SELECTION INCLUDES 675 products from 20 global suppliers covering the main categories and is available in 167 shops across 126 airports, worldwide. RED BY DUFRY Red By Dufry is now life and availble in 260 locations across 51 countries. RESERVE & COLLECT service is already available in 196 locations in 69 countries around the world. allowing them to enjoy their trips and shopping expe- riences. Enjoying shopping for MIND.BODY.SOUL. New well-being and eco-friendly assortments introduced Aligned with customers’ expectations, we continued fine-tuning our product assortments and service portfolio. The introduction of the innovative MIND. BODY.SOUL. shop-in-shop concept addresses the in- creasing customer interest in purchasing healthier and more sustainable products. The new format offers a range of nutritious, energy-focused foods for health- conscious customers, alongside sustainable products for a better environment, and many relaxing products that help promote a sense of well-being. MIND.BODY.SOUL. is a flexible concept allowing it to be customized to meet the specific wants and needs of each location and customer profile. First introduced in our operation at the Amman Airport in Jordan, the new concept has already been implemented in several other locations worldwide including Cambodia, Brazil and Bali and will be further expanded. Customers have been very receptive to the dedicated range of relevant products lines from existing and new suppliers, many of whom present their products in recyclable and re- fillable packaging. We keep updating our offering based on our custom- ers’ feedback and expectations for innovations. In 2022, we have identified 40 new brands including skin- and hair-care and indie make-up brands, with more than 20 brands already rolled out across all countries. Equally, we have extended our premium offering in wine & spirits with low and zero alcohol options. 40 new brands introduced. We foster our focus on experiences with an array of initiatives, such as airport activations, tastings, beauty treatments, an attractive assortment of novelties and exclusive products, as well as a comprehensive service portfolio. Our well-trained and motivated sales repre- sentatives help travelers navigate through a large va- riety of prestigious brands, while providing them with valuable advice and information. For us, a satisfied customer is a customer who can trust us beyond the 60 1 Management ReportDUFRY ANNUAL REPORT 2022mere process of buying, but also just as equally when it comes to product and store safety and comprehen- sive after-sales services. Helping customers to shop considerately In 2022, we continued to expand our sustainable prod- uct offering, which includes a selection of products that are sustainable under different aspects such as being Sustainable, Plastic Free, Recyclable or Refill- able, Vegan, Palm Oil-Free or Supporting Communities and are developed in close collaboration with our brand partners. These products are marked with dedicated tags and are easily identifiable in our shops or online platforms. Currently the sustainable product selection includes over 675 products from 20 global suppliers covering the main categories – food, liquor, perfumes & cosmet- ics – and is available in 167 shops across 126 airports, worldwide. A detailed description of this ESG initiative is available in the ESG Report on page 92. Sustainable product assortment expanded. Engaging with customers along their whole journey Each day, we welcome customers representing more than 150 nationalities and we increasingly engage with them along their whole journey. Addressing them in the right language and presenting them with the right products and promotions is key to driving sales. Digi- tal services and tools are key elements to engage with customers from the moment they leave home until their arrival at their destination. Our New Generation Stores and the other over 50 highly digitalized shops are cornerstones of this end- to-end shopping experience, changing their appear- ance depending on which nationalities are present at the airport at any given time of the day, based on flight schedules, and presenting the brands that best fit the respective customer profile. Ongoing increase of digitalization. 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, to permitted allowances at their destination. Contact- less or online payment devices, as well as the increas- ing deployment of self-checkout cashiers, eliminate the need to go to the tills and further enhance the shopping experience. Increased reach of online customer services. 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 196 locations in 69 coun- tries around the world and new locations are being added – the full list is available on our website: www. shopdutyfree.com. Converting travelers into customers. Red By Dufry “Red By Dufry” is Dufry’s loyalty program working pri- marily through a mobile application (app), which be- sides earning points, also offers exclusive advantages, discounts and specific airport benefits at Dufry stores. Members of the program receive personalized notifications on promotions and offers tailored to their preferences once they approach the airport. This allows Dufry to increase conversion of travelers into regular customers and to attract them to the shops. Red By Dufry is live in 260 locations in 51 countries and is being continually expanded to further operations 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. Forum is designed to po- sition Dufry shops as the place to find the latest 61 1 Management ReportDUFRY ANNUAL REPORT 2022trends and novelties for the main product categories – https://forum.shopdutyfree.com/en. tomer-oriented communication in the countries where we operate. 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 Madrid, Hong Kong, Toronto, Buenos Aires, Marrakesh or elsewhere in any other of our shops in the world: if there is a prob- lem with any product that you purchased at a Dufry network store, we will replace, refund or exchange your product within 60 days of purchase. In 2022, Dufry’s customer service representatives, who can be reached in several languages by phone, email or online chat, attended 154,242 customers (see further details also on page 93). Our customer service team provides worldwide support through our dedi- cated and simple to use online platform: www.dufry. com/en/shopping/customer-service. Simplified customer service access. 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 as- sociations, Dufry has helped to shape robust Codes of Conduct (e.g. UK Code of Conduct on disruptive pas- sengers, UK Code of Conduct 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 2022 has shared it for recertification with an increased number of sup- pliers across North America. More details are avail- able in the ESG Report on page 92. Fostering responsible retailing. 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- We also expect the same behavior from our suppliers when using the space that we make available in our stores and online channels for advertising and promo- tions. 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 speaking different lan- guages every day, we are proactively engaging with our industry trade associations to find off-the-label solu- tions. Growing importance of customer privacy. 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. As a requirement of customs and airport au- thorities, as well as for contractual reasons, the cus- tomer’s personal data is collected, processed and re- tained 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- mation to provide them with newsletters and market- ing & advertising materials. To protect customer data and ensure it is handled correctly, Dufry applies the highest security standards securing compliance with different legal frameworks. The company operates a number of systems and security processes, including a robust cyber security system, a data protection pol- icy and internal procedures and policies, which follow relevant laws and regulations. Dedicated trainings are also carried out on a regular basis for employees deal- ing with personal information. Dufry continuously reviews and adjusts its processes to secure the alignment of our operations in accor- dance to the EU General Data Protection Regulation (GDPR). This involves maintaining expanded documen- tation and information requirements, privacy risk as- sessments and ensuring the right of individuals (cus- tomers, employees, partners and suppliers) to request access to, or to correct, delete, or object to process- 62 1 Management ReportDUFRY ANNUAL REPORT 2022ing of their own personal data, and to request data portability. Dufry keeps monitoring new developments in data protection regulations and adapts accordingly where required. Focussing on customer data protection. 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 Dufry Helpline: https://app.convercent.com/en-us/ LandingPage/f1db10da-6b2c-e811-80e2-000d3a- b6ebad. Industry recognition for retail expertise. Dufry’s expertise recognized by the industry In 2022, Dufry’s customer focus and retail excellence was once again recognized by different industry part- ners. A complete list of the awards is available here: www.dufry.com/en/company/our-award. 63 1 Management ReportDUFRY ANNUAL REPORT 2022SUPPLIERS – Now Benefit from «Emotion+» In 2022, Dufry has launched «Emotion+», a new travel retail “advertising” solution for brand partners, which uses online and offline channels, allowing brand partners to expand visibility of their products and offer an improved customer experience. 64 SUPPLIERS – Now Benefit from «Emotion+» 1,000 Dufry works with over 1,000 of the most renowned global and local brands. 65 1 Management Report DUFRY ANNUAL REPORT 2021 As the largest truly global travel experience player, Dufry offers suppliers the unique opportunity to en- gage with customers personally and to present them with their novelties and exclusive products through a variety of off- and online shop concepts, which drive both sales and brand value. Dufry’s network of over 2,200 shops across 62 countries serves the needs of both domestic and international travelers with dedi- cated duty-paid, duty-free and convenience retail for- mats, which will now be further enhanced with the travel food & beverage expertise of Autogrill. Under normal travel conditions – free from any travel restric- tions – and considering the new combined entity, Dufry offers its brand partners a potential of 2.3 billion per- sonal customer contacts. «Emotion+» to engage with customers. New advertising opportunity «Emotion+» The new solution «Emotion+» combines and integrates for the first time all of Dufry’s customer engagement channels in one single advertising package, thus allow- ing a seamless customer communication that delivers a cohesive and more impactful experience. Emotion+ allows suppliers to expand their touchpoints with our customers, leveraging not only the Red by Dufry com- munity, but also customers in store and through our websites, where we are attracting an increased number of travelers even before they start their journeys. In 2022, more than 100 packages of this new 360º pro- motional campaign opportunity were sold to brands, who then benefitted from attractive placements, brand am- bassadors and specific activities in the physical stores. This was further enhanced by promotions on highly vis- ible screens in different stores and by being featured as a key element across all of our online channels. Each campaign lasts one month and following the promotion, we share with the brands the key learnings on awareness, impact and customer insights. Customers confirm resilience to travel and to purchase goods through travel retail channels Throughout 2022, customers have clearly and encour- agingly confirmed their willingness to travel and to con- tinue shopping in travel retail locations, thus emphasiz- ing the resilience of this highly attractive channel. This has become evident ever since the fast recovery of travel at the beginning of the year and the continued positive trends, with above average spending behavior seen across most locations. It also confirms the longstand- ing USP of travel retail in terms of its access to a captive 66 and affluent audience of customers, forming a unique face-to-face engagement platform in an attractive en- vironment. With the uptake of international travel, we have also seen a remarkable recovery in duty-free sales and the split between duty-paid and duty-free normal- izing towards more historical levels. Experiences, sustainable and well-being products are key sales drivers Market research conducted on a regular basis through online surveys amongst our customers and on social media in 2022 found that customers increasingly search for experiences as well as premium offers. They also ex- pect assortments to offer sustainable and well-being products supporting a healthier lifestyle. Novelties, travel exclusives and unique promotions continue to form very attractive propositions, which Dufry contin- ues to develop in collaboration with brand partners, working on new concepts – including the combination of retail and F & B – considerably increasing customers’ shopping experiences. Besides the proven collaboration with its brand part- ners through strategic initiatives, marketing campaigns, global promotions or product launches, Dufry contin- ued to evolve its shop design strategy: We increased the flexibility in shop layouts and assortment renewals and put additional emphasis on sustainability aspects when it comes to new shop developments, refurbishments, or choosing the right assortment in any particular location. Increasing impor- tance of well-being products. Brand partners benefit from improved procurement and logistics processes During 2022, Dufry has further simplified the procure- ment platform and streamlined the related processes, allowing both Dufry and its suppliers to generate effi- ciencies along the centralized procurement process cov- ering 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 consoli- dated order to suppliers. Our well-proven logistics orga- nization, with three distribution centers in Uruguay, Swit- zerland and Hong Kong, which also 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 for the ordering and shipping of larger volumes to the distribution centers, thus increas- ing flexibility in product allocation by shop and maximiz- ing product availability. Increased ESG collaboration Dufry has further increased its ESG engagement with suppliers with several initiatives in 2022. Besides further expanding the sustainable product initiative which en- ables customers to shop considerately, (see ESG Report on page 92) Dufry has expanded the re-certification of the Dufry Supplier Code of Conduct within its supplier community in North America (see ESG Report on Page 93), thereby further increasing the purchasing volume covered. BRAND UNIVERSE 1 Management ReportDUFRY ANNUAL REPORT 2022CONCESSION PARTNERS – Leveraging Value of Hybrid Retail and F & B Concepts Dufry provides concession partners with best-in-class retail concepts and now with an even larger portfolio, including hybrid travel retail and F & B formats to create value and maxi- mize revenue generation from their retail spaces. 68 CONCESSION PARTNERS – Leveraging Value of Hybrid Retail and F & B Concepts 2,200 Global player, with over 2,200 shops operated in 62 countries on six continents. 69 Dufry provides concession partners with best-in-class retail concepts and a detailed understanding of cus- tomer expectations and shopping behaviors, to create value and maximize revenue generation from their re- tail spaces. Now substantially expanding our expertise in travel F & B through the combination with Autogrill, the extended offering will provide concession partners with an even larger portfolio, including hybrid travel retail and F & B formats. The trust our concession part- ners have been placing in Dufry has allowed our com- pany to become the market leader in travel retail, cur- rently operating over 2,200 shops in 62 countries located in airports, seaports, railway stations, down- town areas, border crossings, cruise liners & ferries, hotels and other locations with captive audiences. Benefitting from the widest industry experience Dufry traditionally features a comprehensive portfolio of attractive retail concepts tailored to the individual needs of both duty-free and duty-paid environments, to serve domestic and international passengers and this is constantly renewed and updated to meet the ex- pectations of newly emerging customer profiles. Going forward our Group will further expand into travel retail F & B – an evolution already existing in some of our cur- rent operations – which will be accelerated through the combination with Autogrill. Additionally, all these phys- ical retail and F & B concepts are supported by a com- prehensive array of online services and platforms, which considerably increase the number of touch- points along the traveler’s whole journey. Comple- mented with the extensive expertise in all operational and regulatory aspects, as well as the sustainability management systems provided by Dufry, concession partners receive a complete package to best operate their spaces in a profitable and sustainable way. Attractive shopping experiences drive suc- cess and profitability. Customer insights regularly collected through dedi- cated surveys, in-store technologies and by analyzing online engagement of our customers and social media, allows us to develop successful marketing initiatives tailored to meet the requirements of every single air- port or any other shop environment. Our worldwide presence and the extensive intelligence of customer profiles are core competitive advantages and key driv- ers to increase sales and profitability, combined with our ongoing evolution of shop design and customer services. 70 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 concession partners and retailers as a base for optimizing sales. By joining forces with our concession partners, we can create attractive commercial spaces that maximize spend from the pas- sengers’ arrival at the airport until their boarding – and if legislation allows – also for arrival duty-free after landing. Fully integrated digital experience across shops and online channels. Highly digitalized shops with stunning sense-of-place Dufry has continued to evolve shop digitalization by of- fering new services and increasing the level of cus- tomer interaction by nationalities and languages, while at the same time still managing location specific shops with highly attractive sense-of-place designs. What started several years ago with the launch of digitalized New Generation Stores – operated in Buenos Aires (ARG), Amman (JOR), Malaga and Alicante (ESP), Madrid (ESP), Cancun T3 and T4 (MEX), Melbourne (AUS), Zurich (CH) and London Heathrow T3 (UK) – has evolved to the opening of the first Hudson Nonstop shops at several locations in the US. These highly digitalized shops offer customers a complete contactless shop- ping experience by using the Amazon technology, in- cluding the newest innovation of the Amazon One palm recognition technology at Dallas Love Field Airport. 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. For a more detailed description of our digital strategy, please also refer to pages 54 and 55. Dufry’s shop format concepts provide for a high de- gree of customization including the sense-of-place designs of the shops, which are an important aspect for our concession partners. Dufry knows how to per- fectly match local requirements and specific cus- tomer profiles with efficient retail formats, to best 1 Management ReportDUFRY ANNUAL REPORT 2022serve travelers’ needs and to generate value for con- cession partners and Dufry alike. news existing contracts that generate between 10 % and 15 % of our sales, while at the same time adding new contracts. Adding new concessions and extending existing contracts Concession contracts are the key business driver for travel retail operators, as they provide the right to sell their products and services at a given operation for a defined time period. In 2022, Dufry saw several new contracts wins and renewals of existing concession contracts, thus successfully strengthening the re- maining average lifetime of its portfolio, which is cur- rently close to 6 years. Among the most important contract wins and exten- sions in 2022, highlights included the extension of the Heathrow concession contract for three years until 2029. Heathrow encompasses 24 of our shops across all terminals, is the largest single location operated by Dufry and annually serves over 80 million passengers (2019 level). Dufry also won the tenders for a five-year duty-paid contract at Chongqing International Air- port, China, as well as the Kempegowda International Airport Bengaluru (KIAB), India, with a new fifteen- year contract to operate and manage duty-free out- lets. Total gross retail space opened during 2022 amounted to 16,536 m2, while 32,722 m2 of retail space were refurbished – a detailed overview of concessions wins and extensions is available on pages 28 - 43 as part of the regional reviews. Dufry was also awarded contract extensions with La Romana International Airport and Seaport in the Dominican Republic, at Ontario International Airport (CA, US), and at Salvador International Airport in Bra- zil. In addition, Dufry announced a partnership with Starbucks with the first stores already opened in 2022 at LaGuardia Airport (NY, US) and opened new Hudson Nonstop travel convenience stores in both Nashville International Airport and Dallas Fort Worth Interna- tional Airport, adding to its other Hudson Nonstop lo- cations in the US. Also in the United States, Dufry’s subsidiary Hudson won a ten-year contract extension at Charleston International Airport in South Carolina. New concessions won and current extended. Within our concession portfolio, 32 % of our contracts have a remaining life-time of one to two years; 25 % of three to five years; another 24 % of between six and nine years, and the final 19 % have a remaining duration of ten years or more. In average, every year Dufry re- First-class concession portfolio enhanced with 131 new shops In 2022, Dufry opened and expanded 67 new shops adding over 16,536 m² of retail space across all re- gions. At December 31, 2022, the entire concession portfolio of the group included retail space of close to 472,000 m² thus strengthening our portfolio. Long-term concession portfolio. Dufry’s concession portfolio is highly diversified and well balanced across emerging and mature markets on all six continents. This considerably reduces risks ex- posure to impacts in single markets and operations; the largest concession only accounts for less than 6 % of turnover, while the 10 biggest concessions repre- sent less than 28 %. Focusing on investment returns Dufry traditionally follows the approach of financial discipline when evaluating new projects and opportu- nities. This methodology, successfully developed in the past, has again proven its value during the recently challenging business environment by contributing to optimize costs and adding flexibility to investments. Projects are analyzed individually on a commercial and financial basis. The many aspects of a project being put together include development potential and ana- lyzing initial investment requirements, as well as the expected development of passenger numbers and profile perspectives. Through a strict evaluation of these criteria and our disciplined approach on returns, we ensure that our concession portfolio remains of the highest quality and that each concession offers attractive 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 concession owners or perform acqui- sitions. As part of “Destination 2027”, we have put ac- tive portfolio management at the core of our long-term strategy following the principle of full profitability evaluation for each concession contract and, at the appropriate times, renegotiation or exit from any con- cession that does not match our concession specific objectives. We continuously update and review our portfolio, including post-opening performances. 71 1 Management ReportDUFRY ANNUAL REPORT 2022INVESTORS – Strong Long-Term Investment Opportunity Dufry strives to create sustainable value for its shareholders. In 2022, we pre- sented our new strategy “Destination 2027”, outlining the path to revolutionize Travel Experience for our customers globally as described in detail in the dedicated brochure of this annual report. 72 SHAREHOLDER STRUCTURE ADVENT INTERNATIONAL CORP : 10.10 % QATAR HOLDING LLC: 6.91 % OTHER SHAREHOLDERS 66.54 % ALIBABA GROUP HOLDING LTD.: 5.40 % RICHEMONT: 5.00 % NORGES BANK (THE CENTRAL BANK OF NORWAY) 3.05 % BLACKROCK, INC. 3 % Note: Based on shares. For a complete overview of Shareholder disclo- sures as of 31 December 2022 please refer to page 248. The share- holder structure shown above reflects the status pre-combination with Autogrill executed on February 3, 2023. As a consequence of the closing, Edizione is now the largest Dufry shareholder and will remain relevant long-term. It’s level of partcipation will be around 27.5 % - depending on the results of the Mandatory Tender Offer. DAILY AVERAGE VOLUME 101.1 110 100 90 80 70 60 50 40 30 20 10 0 66.5 64.0 76.2 46.0 18 19 20 21 2022 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. 73 Through the combination with Autogrill the new enti- ty’s footprint includes 75 countries, operating 5,500 outlets and addressing 2.3 billion passengers across 1,200 airports, motorways, cruise lines, seaports, rail- way stations and other locations. Our unique value proposition for travelers has been further enhanced by a new focus on innovative store concepts, hybrid of- ferings, data-driven customer insights and digitaliza- tion, thus benefitting customer conversion and spend- ing. This will positively add to the strong underlying fundamentals of travel retail and travel F & B – secular long-term global passenger growth fueled by a grow- ing, more affluent population in many countries. Unique combination of Travel Retail and F & B. From an organic growth perspective, we will continue to expand our footprint with a strong focus on the highly attractive and resilient North American market, and a dedicated strategy for Asia-Pacific, building a team focused on a set of strategic markets in the re- gion and on the fast-growing cohort of the Chinese travelers. In Europe, Middle East, Latam and Africa, Dufry will accelerate its business development pro- cess with clear priorities and targets. The widened new offering and organic growth are expected to translate into a mid-term annual turnover growth of 5 % to 7 %. On top of these organic growth opportunities, the still high fragmentation offers additional potential to con- solidate the industry further, confirming M & A as a cornerstone of Dufry’s investment case. Resilient business Despite the temporary challenges that our industry and the company were facing due to COVID-19, we strongly believe that travel retail and travel F & B are resilient industries. The willingness of people to travel has been strongly confirmed during 2022 similar to previous crises, showing clear indications of custom- ers’ propensity to prioritize travel and travel-related spending compared to other categories. Travel retail is considered a central part of the overall travel experi- ence, and customers continue to be interested in the attractive product assortment, now also with an in- creasing focus on hybrid offerings and on providing unique experiences to travelers. F & B is expected to be supported by future industry dynamics that can fur- ther drive growth, e.g. limited in-flight offerings, in- creasing travelers’ propensity to grab drinks and food 74 before boarding, rising interest in regional food, and de- mand for new experiences and concepts. Sustainable profits and strong cash flow generation Dufry pursues profitable growth and sustainable cash flow generation, reflected in our mid-term outlook pro- vided to the market. We will deliver turnover growth, CORE EBITDA margin improvements and strong cash flows on a sustainable basis while also improving our ESG performance as an integral part of our investment case. We continue to strive for superior profitability with a logic of zero-based budgeting, focused on dis- proportionally allocating resources to activities that make the most impact for the customer, while leverag- ing technology to simplify work and operations. In ad- dition to the budgeting discipline, Dufry systematically and actively manages its concessions portfolio, with stronger focus on the evaluation of full profitability and cash flow contribution. We expect medium-term gross 30 to 40 bps annual CORE EBITDA margin improve- ments for the combined entity, partially reinvested, with expected cost synergies from the Autogrill com- bination of approx. CHF 85 million p.a. at CORE EBITDA level to come on top. We further expect a sustainable strong cash flow generation, targeting an Equity Free Cash Flow conversion at CORE EBITDA level for the combined entity of Dufry and Autogrill of above 30 % in the medium-term. Since its listing in 2005, Dufry has pursued a consis- tent strategy focusing on growth and cash flow gener- ation. Dufry has a track-record of organic growth in line with regional passenger developments and passen- ger mix; growth acceleration through M & A; strong cash generation capability on the back of an attractive risk profile based on our diversification by geographies, channels and sectors. Dufry’s diversified footprint sup- ported the company even in 2020 and 2021 when fac- ing a global pandemic, by balancing region-specific travel restrictions. In 2022, Dufry announced the busi- ness combination with Autogrill, the leading travel food & beverage company thus creating a true giant with respect to size and offerings, which will re-define the boundaries of the industry. For a detailed view on Dufry’s investment case please refer to page 26. Capital allocation Dufry’s capital allocation policy had been adapted to the macro-economic and health-related environment with the objective to protect liquidity during the recov- ery. During 2022, the business progressed strongly and Dufry entered into a business combination with Autogrill – a transaction expected to create sustain- able value to shareholders. The EFCF conversion from 1 Management ReportDUFRY ANNUAL REPORT 2022DUFRY AG SHARE PRICE AND TRADING VOLUME SHARE PRICE IN CHF TRADING VOLUME MILLIONS OF CHF 140 120 100 80 60 40 20 0 1/21 2/21 3/21 4/21 5/21 6/21 7/21 8/21 9/21 10/21 11/21 12/21 1/22 2/22 3/22 4/22 5/22 6/22 7/22 8/22 9/22 10/22 11/22 12/22 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 9 8 7 6 5 4 3 2 1 0 5.0 4.9 4.5 4.1 3.0 2.8 2.9 2.2 3.5 2.4 18 19 20 21 2022 Free Float Average Market Capitalization 630 540 450 360 270 180 90 0 75 1 Management ReportDUFRY ANNUAL REPORT 2022 the targeted cost synergies amounts to approx. 65 %. In addition, the business combination is expected to generate new revenue opportunities going forward through diversification and innovation. The combined entity is expected to benefit from a materially strength- ened balance sheet and lower financial leverage com- pared to Dufry as a stand-alone business. Further, the combined entity will continue to foster its ESG com- mitments and engagement for all stakeholders. In the context of the evolution of the COVID-19 pan- demic and the continued limited visibility on the recov- ery trajectory at the beginning of 2022, the Board of Directors has proposed to the General Meeting of Shareholders 2022 not to pay a dividend to safeguard the short-term liquidity of the company. While in 2022, impacts from the pandemic largely dissipated, but re- mained material, geopolitical tensions and macro-eco- nomic uncertainties resulted in limited visibility on consumer sentiment in the short-term, despite the en- couraging mid-term outlook. Dufry is currently com- pleting the business combination with Autogrill while also focusing on its deleveraging as communicated to the market. Under consideration of the macro-eco- nomic and geopolitical factors in the short-term as well as the capital allocation focus on the transaction closing and deleveraging, the Board of Directors has decided to propose to the 2023 General Meeting of shareholders not to pay a dividend for the 2022 busi- ness year as well. The Board of Directors considers the ongoing transaction to create value for Dufry’s share- holders while it will also consider a re-initiation of div- idend payment in the future. Member of the SMI MID (SMIM) Index With a market capitalization of CHF 3,496.6 million as per December 31, 2022, 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). Dufry’s share price started the year at CHF 48.19, reached a high of CHF 50.46 in February due to posi- tive vaccination campaigns and expected re-openings across Europe. Geopolitical tensions, caused by the in- vasion of Russia into Ukraine, impacted the industry in general since end-February. Dufry’s share price expe- rienced a low of CHF 29.50 in early July due to the on- going war, the related fear of a global recession while seeing rising inflation in many economies globally and increasing interest rates by central banks. Dufry’s share price development was strongly driven by exter- nal news-flows during 2022, with especially inflation concerns having been associated with the worsening consumer sentiment, including travel. Dufry’s share price advanced since the announcement on the trans- formative business combination with Autogrill and closed the year at CHF 38.51. Dufry’s trading volume continued to be healthy in 2022. The average daily trading volume was approxi- mately CHF 46.0 million. The SIX Swiss Exchange re- mains an important trading platform, where the aver- age daily volume of Dufry shares reached CHF 15.6 million in 2022. Dufry’s trading volumes are mainly concentrated at the SIX 33.93 % and BATS Chi-X OTC 38.17 % platforms. We continued to receive strong support from our broad shareholder base. The most important partici- pations (>3 %) as of December 31, 2022, were Advent International, Qatar Investment Authority, Alibaba Group and Richemont, representing approximately 27.42 % of our share capital. With the announcement of the combination of Dufry and Autogrill in July 2022, Autogrill’s largest shareholder, Edizione, agreed to transfer its entire 50.3 % stake of the issued share capital of Autogrill to Dufry. The transaction was suc- cessfully closed in February 2023 resulting in Edizione becoming Dufry’s largest shareholder and joining the company’s other longstanding shareholders and free float investors. 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 Q4 2022, Dufry successfully refinanced its main bank credit facilities with a new EUR 2,085 million Re- volving Credit Facility (RCF) having replaced the out- standing EUR 1,300 million RCF and USD 550 million Term Loan. The new RCF, expiring in December 2027, has extended Dufry’s maturity profile by 1.2 years, to now 4.2 years. With the refinancing, we have delivered on our commitment to address upcoming maturities significantly ahead of time, providing additional flexi- bility with the higher RCF while largely maintaining in- terest expenses. With CHF 854.7 million cash on the 76 1 Management ReportDUFRY ANNUAL REPORT 2022balance sheet and CHF 1,488.3 million additional avail- able committed credit lines, we are well positioned from a financing perspective. Dufry is currently rated (B+) with Watch Positive Out- look by Standard & Poors and (B1) with Stable Outlook by Moody’s. However, we have set a longer-term tar- get to achieve again a BB / Ba3 rating, respectively. 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 2022 Investor Relations activities, se- nior management and the Investor Relations team in- vested 39 days to meeting investors directly or virtu- ally through roadshows and conferences in Europe, North America and Asia, during which we met around 843 investors in one-to-one or group meetings and many more in presentations. In addition, Dufry held a Capital Markets Day in 2022 to present its new “Des- tination 2027” strategy. Around 100 capital market representatives participated in London in person, while 200 joined virtually. Apart from meetings, the Inves- tor Relations team answered 1,102 calls and emails in 2022, resulting in a total of 1,855 contacts with inves- tors and analysts. For contact details of our Investor Relations team, please see page 301 of this Annual Report. 77 1 Management ReportDUFRY ANNUAL REPORT 2022Environment Social and Governance Report 2022 2 ESG Report DUFRY ANNUAL REPORT 2022 ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG) REPORT ESG AT THE CORE OF OUR BUSINESS Dufry’s ESG Strategy is an inherent part of the company strategy Destination 2027 and contributes to the delivery of its financial and non-financial goals. It is also fully aligned with the role Dufry plays in the travel retail eco- system, and is regularly revised to ensure it remains rele- vant and meets the evolving needs of our industry. Our ESG engagement is focused on four key areas, where we want to have a positive impact within the scope of our stakeholder eco-system and beyond: customer experience; employee wellbeing and advancement; protecting the environment through the responsible use of our planet’s resources and being a trusted partner for all our stake- holders. Dufry´s ESG Strategy is supervised by the Board of Direc- tors, specifically by the Nomination and ESG Committee, chaired by the Lead Independent Director. All key business areas of the Group – structured under a dedicated ESG committee – take an active role in implementing our strat- egy based on clearly defined objectives. A detailed descrip- tion of our ESG Strategy is available on the Dufry website www.dufry.com/en/sustainability. 80 OVERVIEW OF DUFRY´S SUSTAINABILITY JOURNEY – Updated Code of Ethics – Disclosure of Dufry Code of Conduct – Equal Salary Certification launched in Switzerland – Disclosure of Dufry´s ESG Strategy – Signatory member of the UN Global Compact – Dufry starts reporting on GHG emissions – First materiality assessment – Definition and disclosure of Materiality Matrix – Dufry receives SBTi validation for its Scope 1, 2 & 3 emission reduction targets – 20 % electric energy covered by renewable energy – First TCFD Report 2022, published in the first quarter 2023 – Second Diversity & Inclusion (D & I) survey executed, covering all Dufry operations worldwide 2016 2018 2020 2022 2017 2019 2021 – Dufry publishes first GRI report – Dufry Supplier Code of Conduct published and certification process launched – Dufry launches Recertification of Supplier Code of Conduct – ESG Governance enhanced with Lead Indepen- dent Director supervising ESG strategy implementation – Materiality Matrix updated – Dufry commits to establish SBTi emission reduction targets – Listed in the SXI Sustainability 25 index of the SIX Swiss Exchange – HR Policy published – Disclosure of Sustainable Management Guidelines – First dedicated D & I survey, reaching over 70 % of head- count 81 2 ESG ReportDUFRY ANNUAL REPORT 2022During 2022, Dufry has continued evolving its ESG commitment, taking a leading position in ESG in our industry. Dufry´s ESG developments and ethics are widely recognized across the main players of our business environment. Our strong commitments – such as the establishment of emission reductions targets in line with the Science Based Targets initiative (SBTi), the preparation of a TCFD Report, or our commitment towards protecting Human Rights as signatory member of the UN Global Compact – are strong testimonials of the importance Dufry places to ESG. We are not alone in our journey towards building a more sustainable industry, and in this regard, we share common objectives with our main stakeholders, especially airport concession and brand partners, as reflected in this report. ALIGNING OUR BUSINESS ECO-SYSTEM EMPLOYEES (see detailed description on page 104 of this report) SUPPLIERS (see detailed description on page 64 of this report) CUSTOMERS (see detailed description on pages 58 + 90 of this report) INVESTORS (see detailed description on page 72 of this report) CONCESSION PARTNERS (see detailed description on page 68 of this report) 82 2 ESG ReportDUFRY ANNUAL REPORT 2022ESG 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 BOARD OF DIRECTORS 1. At the level of the Board of Directors the imple- mentation of the ESG strategy is supervised by the Nomination & ESG Committee, chaired by the Lead Independent Director. The Board of Directors is informed on the ESG strategy implementation progress quarterly. 2. The interdisciplinary ESG Committee defines and drives the implementation of the ESG strategy. In 2022 it met every two months and consisted of: Chief Executive Officer, Chief Financial Officer, Chief Corporate Officer, Chief Commercial Officer, CEO Operations, Chief People Officer, Chief Diver- sity & Inclusion Officer, Group General Counsel, Chief Compliance Officer, Global Internal Audit Director, Global Head Investor Relations, Global Head of Corporate Communications & Public Affairs. 3. Day-to-day implementation of Dufry’s ESG strat- egy is executed by the ESG Department as part of the Corporate Communications & Public Affairs department. 1. 2. BOARD OF DIRECTORS ESG COMMITTEE 3. CORPORATE COMMUNICATIONS & PUBLIC AFFAIRS 83 2 ESG ReportDUFRY ANNUAL REPORT 20222 ESG Report DUFRY ANNUAL REPORT 2022 Scope of our reporting Dufry is a global travel retailer operating over 2,200 duty-free and duty-paid shops in airports, cruise lines, seaports, railway stations and downtown tourist areas. In 2022, we employed 23,779 employees (FTEs) across 62 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) and has a balanced mix of large and small globally diversi- fied shareholders, with a free float of 67 %. This sustainability report has been prepared in accor- dance with the GRI Universal Standards 2021 and cov- ers our environmental, social and governance (ESG) activities, performance and approach for the year 2022 focusing on the topics we have determined to be of greatest importance for Dufry and its stakeholders. 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, which Dufry covers in the corresponding sections of this report, thus enabling the reader to obtain a better and more transparent un- derstanding of our strategy and ESG successes. In early 2020, Dufry became a signatory member of the UN Global Compact and started to prepare a progress report, which together with the GRI Index and the Sus- tainability Report Annex as well as the new TCFD Re- port is embedded in and complements the information of this annual report (also including the Corporate Gov- ernance Report (page 247) and the Remuneration Re- port (page 278). All these reports are also available on- line as individual files in the sustainability section of our corporate website: www.dufry.com/en/sustainability. As indicated in the Trusted Partner section, Dufry has published its first TCFD Report 2022 in early 2023. With this report, Dufry has taken another step forward in transparency and disclosure in a clear, comparable and consistent manner, by showing detailed information about the risks and opportunities in our business that are triggered by climate change. Materiality Assessment Dufry´s materiality assessment helps the company to align its business with the expectations of its stake- holders and with society in general. The materiality as- sessment process aims to identify and prioritize the is- sues of the greatest material importance; and it is also the basis for defining our GRI reporting content and the boundaries of the topics. The process follows the principles of stakeholder inclusiveness, environmental 84 and social context, materiality and completeness ac- cording to the GRI requirements. Dufry´s first materiality assessment was conducted in 2016 in collaboration with an external specialized ser- vice provider. This resulted in the publication of our first Materiality Matrix, outlining the topics considered most relevant to both our stakeholders and our business. 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 Standards 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 associations, one-on-one discussions and the ongoing dialogue with sharehold- ers and other stakeholders and through regular cus- tomer 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. The last com- prehensive materiality assessment which also reflected a variety of external stakeholder interviews – including financial and ESG analysts, business partners and in- dustry associations – was done in 2021. As a result of the assessment, we added “Carbon Footprint” to the Materiality Matrix, building on the voluntary reporting on the Scope 1, 2 & 3 emissions, which we had started to disclose in 2020. For 2022, our Materiality Matrix re- mained unchanged. Risk management and control Risks and opportunities inherent to Dufry´s business consist of two groups: Financial risks – related to inter- est rates, exchange rates, credit risks and liquidity risks – and non-financial risks and opportunities. While fi- nancial risks are described in the Financial Report on pages 209 – 216, a comprehensive description of the Group’s non-financial risk mapping, which has been up- dated in 2022, is included in the ESG Report Annex as well as the TFCD Report, both available on the corpo- rate website: www.dufry.com/en/sustainability. 2 ESG Report DUFRY ANNUAL REPORT 2022 MATERIALITY MATRIX – Corporate governance / – Products / – Customer satisfaction / – Financial performance / – Services / – Talent management / 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 h g h i i m u d e m – 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 / – 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 85 IMPROVEMENTS CARRIED OUT DURING 2022 CUSTOMER FOCUS EMPLOYEE EXPERIENCE New shop concept MIND.BODY. SOUL. introduced, catering for increasing demand in respect of sustainable, health related and wellbeing products Sustainable Product Identification Initiative further expanded Ongoing training of new staff for responsible retailing Second Diversity & Inclusion (D & I) Survey executed covering all countries Comprehensive D & I training series launched for all employees Coverage of internal online communication application now reaching 90 % of employees 86 PROTECTING ENVIRONMENT TRUSTED PARTNER Validation of emission reduction targets by SBTi achieved 20 % of electric energy consumption substituted with renewable energy – equivalent of our total electricity consumption at our operations in Brazil, Greece, Switzerland and the UK Setup of supplier and logistics provider engagement process initiated to reduce Scope 3 emissions First TCFD Report (Task Force on Climate Related Financial Disclosure) covering the 2022 business year published in early 2023 Dufry Supplier Code of Conduct recertification further expanded. 52 % of Dufry´s overall procurement budget have now accepted or acknowledged the Supplier Code of Conduct (2021: 45 %) ESG KPIs introduced in remuneration scheme of Global Executive Committee 87 OBJECTIVES Dufry’s success goes beyond commercial and financial performance and we understand that our business activities also have an impact on the commu- nities 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 sustain- ability 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 progress in providing a holistic travel experience – in our shops we welcome customers from over 150 nationalities every day – and initiate growth opportunities that benefit travelers, brands and concession partners alike, by developing attractive shopping environments. Diversity and Inclusion (D&I) will remain an area of focus for Dufry. Based on the findings identified in the D&I surveys of 2021 and 2022, 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. While having accelerated the responsible retailer certification in 2021 and 2022, we are committed to keep providing responsible retailer training for the sale of alcohol products. Such training is given to store and office staff involved in the sale of these products and going forward, is also given to all new employees as part of their regular training offer. Following the launch of the sustainable product identification initiative in 2021, we will further evolve our sustainable product assortment in line with customers’ preferences and feedback provided and will continue working with main stakeholders – concession and brand partners – to both enlarge the offering and give higher visibility in our stores. Dufry will continue delivering retail concepts – such as Mind.Body.Soul. – which cater for the new demands from our customers on sustainability and wellbeing products. The ongoing development of fair compensation and of gender pay gap reduction programs remained an important part of our efforts in 2021 and 2022. Leveraging on the experience gained through the reconfirmed Equal Salary Certification achieved in Switzerland, we will continue to analyze compensation plans across the Group and develop remediation plans if needed. The business combination with Autogrill will pose an opportunity to enrich the human capital of our business with the incorporation of additional colleagues and the skills and expertise they are able to offer. In this regard, sharing of best practices and business knowledge will be a key critical area of work for 2023 and the years to follow. 88 PROTECTING ENVIRONMENT TRUSTED PARTNER 2023 will see a detailed review of our ESG Strategy to ensure alignment with the Autogrill business combination. As such, we will continue our path to replace electric energy consumption with renewable energy to reach our goal of climate neutrality for our own operations (Scopes 1 & 2) by 2025. Following our emission reduction targets validated by SBTi in early 2023, Dufry will further engage with brand and logistic partners to deliver on our targets and to design a comprehensive emission reduction plan in this regard. 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. Dufry continued its plan to monitor its supply chain sustainability, with the addition of new suppliers who have accepted the terms of our Supplier Code of Conduct in 2022. This approach will remain in 2023, when we will extend the reach of the Supplier Code of Conduct to a larger number of suppliers. We will continue to advocate for sustainable business practices, both in industry forums that we participate in and contribute to define international commitments and initiatives. 89 2 ESG Report DUFRY ANNUAL REPORT 2022 CUSTOMER FOCUS GRI INDICATORS: 401-1, 404-3, 414-1, 416-1, 417-1, 417-2, 417-3, 418-1 SDGs: 4.3, 4.4 5.1 8.1, 8.5, 8.8 10.3 12.8 16.3, 16.7, 16.10 Making Travelers Happy. This is the ambition outlined in Destination 2027, Dufry´s new strategy as disclosed in September 2022 (see separate section at the begin- ning of the Annual Report). Putting the customer at the center of every decision we make, is what has taken Dufry to its leading position in the travel retail market. Our main mission is to meet and exceed cus- tomer expectations, which we achieve through the combination of sourcing unique product choices, pro- viding attractive shopping environments and offering special shopping experiences. Our customers’ expec- tations however have evolved in recent years and have become even more sophisticated. The traditional price- value proposition has been enhanced with additional elements, as consumers today demand higher stan- dards of sustainability from retailers. From privacy and data protection, to responsible marketing and commu- nication practices, or product and supply chain stew- ardship, there are many elements in our offers that receive special attention from Dufry and enable us to be a more sustainable travel retailer and our custom- ers to shop more considerately. Creating the best shopping experience Our corporate brand statement, WorldClass.World- Wide, reflects our ambition to create the best possi- ble travel retail experience and shopping environ- ments to capture the interest of travelers and to generate attractive buying opportunities. As one of the main pillars of our future growth, travel and shop- ping experience is based on three main elements: store design, product and service - both in-store and online. 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- 90 side a carefully curated selection of local products sourced from local suppliers, results in unique shop- ping spaces that enable customers to experience a full cultural immersion in the destination with a true “sense of place”. Dufry cooperates closely with concession partners and brand suppliers on elements including store design, passenger flows and allocation of com- mercial space. With the same attention to detail, our shop design teams focus on the use of sustainable ma- terials and follow the LEED recommendations (Lead- ership in Energy and Environmental Design) when de- signing our stores. 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 of Heathrow’s terminals. Awarded third place for Best Airport Shopping by Skytrax Awards in their 2022 edi- tion, Heathrow has been in the top position for eleven consecutive years until 2020 (due to the COVID-19 pandemic, Skytrax temporarily suspended the Awards in 2021). This recognition is of special interest for Dufry, as the Skytrax Award survey gathers the opin- ion 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 Customer Retail Excellence program – an on-going training pro- gram for our sales staff – is to give our customers the best possible shopping experience. This program fo- cuses on: – Reinforcing customer service through ideal staffing levels according to store traffic and sales 2 ESG Report DUFRY ANNUAL REPORT 2022 – 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. In supporting the program, 13 Academy Stores spread across the three main regions were rolled out globally. Located in Stockholm, Zurich, Athens, Madrid, Mar- rakesh, Jordan, Toronto, New York (Newark), Cancun, São Paulo, Buenos Aires (Ezeiza), Melbourne and Bali, these stores serve to test concepts and best prac- tices, 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, as well Dufry has developed a new retail concept known as Mind.Body.Soul., created to meet the increas- ing consumer interest in purchasing healthier and more wellbeing related products. The “shop-in- shop” concept offers a range of nutritious, energy focused food for health conscious customers, alongside sustainable products for a better envi- ronment, and many relaxing products that help promote a sense of wellbeing. Products from a broad spectrum of categories and brands are displayed under four different themes: Stay Healthy, Relax, Feel Better and Travel Comfort. The majority of the product selection consists of locally sourced brands, but also in- cludes products from established global brands, as well as new and innovative brands that meet the expectation of consumers in terms of their sustainability or wellness credentials. Dufry´s affiliate Hudson unveiled the combination of its Food & Beverage concept Decanted and its Hudson Nonstop concept at Dallas Fort Worth International Airport (DFW), blending retail and dining options side-by-side. This new space brings together Hudson’s first wine bar and its travel essentials store, which uses Amazon’s checkout- free technology and palm recognition service, into one walkthrough location. The concept is adapted to the needs of travelers who are looking for dining, convenience and simplicity and builds on the expertise of Hudson in food & beverage, convenience and retail. as by analyzing social media channels with artificial in- telligence – indicate three main requirements: avail- ability of sustainable and wellbeing products, as well as an ongoing need for more contactless and reduced in-person interaction at the tills and more digital in- store engagement. Further shifts in consumer behav- ior will happen in the future, and we keep monitoring the evolution to offer suitable solutions. Looking into the future, and as presented in Destina- tion 2027, with the collaboration of brand and conces- sion partners, Dufry is working on launching a travel experience revolution. The related new value proposi- tion is based on customized offerings for travelers, in- cluding elements of a holistic experience, new catego- ries and exclusive products. This experience will be delivered both in physical “smart” stores, with a mod- ular concept that allows us to customize the offering to different passengers, routes and nationalities, as well as through digital channels, with extensive digital engagement before and after travel, to enhance con- sideration and loyalty. 91 2 ESG Report DUFRY ANNUAL REPORT 2022 92 Sustainable product identification / Sustainable products The choice by customers of more sustainable prod- ucts when shopping is another trend seen in the last couple of years. According to research from the con- sultancy M1ndset, 84 % of travel retail and duty-free shoppers think a greater focus on sustainability by manufacturers has a positive impact on their percep- tion of a brand, whilst 74 % feel that a greater focus on sustainability increases the likelihood of them pur- chasing products of a certain brand. In 2021, Dufry implemented a Sustainable Product Identification System, highlighting those products that are aligned with customers' personal values and which fulfill defined sustainability criteria. The signage created for the purpose is simple and easy to under- stand and has been designed to highlight and create customer awareness of the various sustainability cri- teria associated with Dufry´s selection of products. In 2022, this initiative has been extended to additional lo- cations and products, which now includes 675 prod- ucts from 20 global suppliers across all Dufry´s core product categories and is implemented in 167 shops across 126 locations globally. DUFRY GROUP SUPPLIER CODE OF CONDUCT Supplier Code of Conduct Dufry neither produces any goods nor sells any white- label products; except for a pilot private-label assort- ment, including for example, destination products in- troduced in the second half of 2022. As a pure retailer, all products available on our shelves are produced by third party companies. As explained in the Trusted Partner section of this ESG report, Dufry expects all of its suppliers to comply with the law, stipulated con- tract conditions and international best practices in re- spect of human rights, the environment, health and safety and labor standards. To ensure this, Dufry reg- RECYCLABLESUPPORTING LOCALCOMMUNITIESPALM OIL FREESUSTAINABLEPLASTIC FREEVEGAN2 ESG Report DUFRY ANNUAL REPORT 2022 ularly updates its Supplier Code of Conduct, available on the company´s website, which stipulates the provi- sions required to be a supplier to Dufry. As an addi- tional step, since 2018 Dufry proactively approaches its main product suppliers to secure their agreement with and / or acknowledgement of the Supplier Code of Conduct, and hence ensure the provisions included are accepted, following a 3-year cycle for reassess- ment. In 2022, we have further increased the reach of our supplier certification process by adding additional providers from all main product categories – from 117 by the end of 2021 to 152. These suppliers represent 59 % (2021: 52 %) of the Group´s procurement budget (COGS). As of December 31, 2022, suppliers account- ing for 52% of Dufry´s overall procurement budget had accepted or acknowledged the Supplier Code of Con- duct (2021: 45 %). On top of monitoring suppliers to en- sure compliance with the principles established in Dufry´s Supplier Code of Conduct, the company will continue to reach out to additional suppliers going for- ward. 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 associa- tions and in the self-regulation of marketing practices, especially for the sale of alcohol. Dufry has contrib- uted 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 Prod- ucts. This Code of Conduct, which complements ex- isting codes and guidelines followed by individual al- cohol manufacturing companies and other bodies, is widely accepted by most travel retailers worldwide and was signed and implemented by Dufry in 2017. Responsible Retailer Accreditation The DFWC’s Code of Conduct provides a unique stan- dard for promoting responsible retailing of alcohol products in the duty-free and travel retail channels, establishing clear guidelines for commercial commu- nications, sales of products in the travel retail and duty-free environments and for product sampling and tasting at the point of sale. The Code of Conduct is publicly available from the DFWC website www.df- worldcouncil.com. 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 – have been trained on the above- mentioned code through a DFWC developed training module. By the end of 2022, over 2,300 of our employ- ees had obtained that certification. This important training is incorporated into Dufry´s training catalogue and the company continues to train all other employ- ees who are involved in the sale of alcohol. 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 50 ma- jor airports where Dufry operates, as well as through the Customer Service department, which offers di- rect email or telephone access to the company. Customer service engagement In 2022, Dufry´s global customer service team an- swered 154,242 inquiries (compared to 80,025 in 2021). Out of all these customer contacts, 24,222 were cus- tomer complaints, 80,426 were information requests, 34,180 were services requests, 343 were compliments and 196 were suggestions. The remaining 14,872 que- ries are related to contacts received that do not refer to Dufry or that the customer does not respond to. The increase in the number of contacts is related, among other factors, to the recovery of traffic vol- 93 2 ESG Report DUFRY ANNUAL REPORT 2022 umes across all locations and to a higher number of users of Red By Dufry services (the Group's loyalty program) and the Reserve & Collect pre-order service. The main causes of complaints were as follows: – Product damage – Red By Dufry missing points – Confiscation of products – Billing overcharge – Error in card transaction. Case resolution time was, on average, less than 13 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, 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 Re- serve & 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 preferences 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 being made for some locations, where respective customs regula- tions allow for this kind of service. The above-men- tioned Reserve & Collect service only allows custom- ers to reserve products and collect them at their preferred airport location at the time the customer flies. Normally however, it is not until customers col- lect the products and show their boarding passes as required, that the payment is processed. This is due to customs regulations 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 requirements for the processing of personal data of customers, business partners, employees and other third parties whose personal information Dufry may have access to. It meets the requirements of the Euro- pean General Data Protection Regulation (GDPR) and globally ensures compliance with the principles of na- tional and international data protection laws in force all over the world. The policy sets a globally applicable data protection governance and regulates roles and responsibilities 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 struc- ture, with local data protection coordinators (Local DPCs) in the relevant countries. The Local DPCs bear the responsibility for data protection matters within their scope of operations. Our employees, as well as third-parties who provide services on Dufry’s behalf, are required by policy and process, as well as by contract, if applicable, to treat customer information with care and confidentiality. Our processes are designed to preclude unnecessary access to confidential information and Dufry has ad- ministrative, technical and physical safeguards that reflect this obligation. Dufry regularly reviews and en- hances related procedures and policies. The Group also undertakes internal Data Protection Audits and intrusion tests on a regular basis, while pe- riodic meetings are held to discuss and improve the protection of customers’ personal data. Anyone wish- ing to report a grievance or ask a question regarding Dufry’s data privacy policy, or to access, delete, cor- rect or transfer their personal information, can address such data subject requests to privacy@dufry.com. In 2022, Dufry did not receive or register 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 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 secu- rity system and a number of internal policies and pro- 94 2 ESG Report DUFRY ANNUAL REPORT 2022 cedures complying with applicable laws and regulations. This is all included in the company’s Global Information Security Policy, which is aligned with the international security frameworks ISO 27000 and the National Institute 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 pro- tection system overseeing Dufry’s cloud services. 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. 95 2 ESG Report DUFRY ANNUAL REPORT 2022 PROTECTING ENVIRONMENT 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, we closely collaborate with third parties, in particular with concession partners, brand suppliers and logistics providers, towards reducing the environ- mental impact of the business and contribute to im- plement 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 envi- ronmental impacts, and supporting our customers in their objective of choosing more sustainable products. Dufry operates shops in highly regulated, third-party owned premises such as airports, train stations, cruise ships & ferries, seaports and downtown resorts. This means that for most of the stores, a large proportion of the utility consumption, such as water or energy us- age, and sourcing in the shops, cannot be directly changed or influenced by Dufry, as these factors are predetermined by the concession partners and the given building construction. Likewise, Dufry does not develop its own products, does not operate any of its own manufacturing sites, and only sells third-party products 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 96 GRI INDICATORS: 302-1,3; 305-1, 2, 4, 5 SDGs: 3.9 7.2, 7.3 8.4 12.2, 12.4 13.1 14.3 15.2 office premises and in the planning of new stores, or in the refurbishment efforts of existing shops. With respect to shop design, the focus is on the related construction 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 2 ESG Report DUFRY ANNUAL REPORT 2022 the company to define the main lines of our goals and actions. In some areas, where we have direct and stron- ger possibilities to influence our footprint, we have al- ready actioned specific initiatives to reduce our foot- print, such as the replacement of plastic bags (see page 101). In other circumstances, where our business model provides less potential of directly influencing our foot- print, Dufry significantly increases its stakeholder dialogue – mainly with airports and supply chain – to explore opportunities to reduce the impact further. 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, super- vised and implemented by the ESG Committee, hence permits placing the environment at the center of de- cision-making through: – Assessment of environmental risks of its activities, facilities, products and services on a regular 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. 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, Dufry has a set of Environmental Management Guide- lines that define the environmental principles that Dufry follows when it comes to Climate Change and Energy Efficiency, Resource Consumption and Shop Development. These guidelines are available in the Sustainability section of Dufry´s corporate website: www.dufry.com/en/sustainability. Reducing resource consumption 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. Stores Most of the electric energy consumption of Dufry´s activity happens in the store environment. Lighting, re- frigeration and air conditioning of over 2,200 stores are the largest contributors to our energy consump- tion and, consequently, to our CO2 footprint. The di- rect influencing capability of Dufry on these is how- ever limited, due to the nature of our business. Dufry stores are mostly located in third-party owned prem- ises and in highly regulated environments, where Dufry has little or no choice when selecting power sources. The concern for reducing the CO2 footprint from energy consumption has been raised in a large number of airports where Dufry operates and conces- sion partners have initiated plans to move to green en- ergy sourcing. Although this move works towards the reduction of our Scope 2 emissions, Dufry has defined – as further described in page 99 – its own CO2 reduc- tion plan to achieve Climate Neutrality in Scope 1 and 2 emissions by 2025 regardless of the efforts already initiated by some of our airport partners. See also ded- icated section on page 103. Based on the utility invoices issued by concession partners for the year 2022, we have identified emis- sions and resource consumption for operations cov- ering over 90 % of total retail space. By reaching such a high figure, we have been able to extrapolate the in- formation and estimate total emissions for all of our retail space. Distribution centers and warehouses The second-largest contributor to Dufry´s environmen- tal footprint is the transportation of goods. Dufry op- erates three main distribution centers in Uruguay, Swit- zerland and Hong Kong, which then operate additional warehouses in Hong Kong, Runnymede (UK), Barcelona (Spain) and Miami (USA), to provide timely shipping of goods to our operations. These main logistics centers receive major shipments from the suppliers and further distribute products to our respective operations. 97 2 ESG Report DUFRY ANNUAL REPORT 2022 Whenever possible, freight is carried by sea and we aim to consistently select the most efficient means of transport in terms of CO2 emissions. Furthermore, the vast majority of our long-haul logistics partners are ei- ther ISO 14001 accredited and / or have strong environ- mental 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 Du- fry 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 trans- portation fleet. Through the high efficiency in our lo- gistics chain, we ensure that the environmental 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 actively engages with suppliers to discuss and encourage footprint re- duction 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 98 2 ESG Report DUFRY ANNUAL REPORT 2022 Our CO2 Footprint 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, Scope 3 emissions are dominated by pur- chased goods (Scope 3 category 1). Other relevant emissions are related to capital goods (category 2), upstream transportation & logistics (category 4), and employee travel (category 7), and use of sold products (category 11). Compared to other companies, Dufry has a singular emission structure and, unlike other businesses where Scope 1, 2 & 3 emissions are in a similar order of mag- nitude, Dufry’s carbon footprint is vastly dominated by the carbon emissions caused by the production of its purchased goods that are sold to our customers (in the base year 2019 e.g. about 90 % of total emissions). Delivering on our SBTi reduction targets Dufry has defined science-based emission reduction targets, thus recognizing the crucial role the business community can play in minimizing the climate change risk. Science-based targets are greenhouse gas emis- sions reduction targets that are in line with the level of decarbonization required to meet the goals of the Paris Agreement – to limit global warming to 1.5°C. Af- ter committing to the Science Based Targets initiative in spring 2022, Dufry handed in emission reduction targets following the SBTi guidance (SBTi Target Vali- dation Protocol). SBTi validated Dufry’s emission re- duction targets in early 2023. Based on a comprehensive analysis of its business model and emissions profile commissioned to a third- party consultant, Dufry has established an emission reduction strategy for Scope 1 & 2 emissions which fol- lows SBTi`s 1.5°C pathway. It will eliminate emissions from its own operations through energy efficiency measures and commits to increase annual sourcing of renewable electricity from 0 % in 2019 to 100 % by 2025. In addition, Dufry wants to achieve climate neu- trality of its own operations (Scope 1 & 2 emissions) by 2025 by compensating unavoidable emissions with carbon offsetting initiatives to be defined in the near future. ENERGY CONSUMPTION GREENHOUSE GAS EMISSIONS in MWh 2022 2021 2020 2019 In tons of CO2-eq. 2022 Electricity 1 Fuels 2 103,669 85,756 92,148 120,857 Scope 1 2 6,188 4,027 3,091 6,900 Scope 2 1, 3 Scope 34 Total 1,524 18,900 7,509 27,934 2021 935 19,813 3,728 24,477 2020 717 21,290 1,451 23,475 2019 1,736 27,923 10,766 40,425 Carbon Intensity5 2022 2021 2020 2019 Tons of CO2-eq, / m2 of comm. space 0.0697 0.0521 0.0500 0.0740 1 The consumption levels of the reporting years 2022, 2021 and 2020 are not directly comparable to 2019, as 2022, 2021 and 2020 in particular are impacted by temporary shop closures due to the Covid-19 pandemic. Also, an increased coverage and scope extension of the data collection in additional Dufry entities has to be taken into account (2022: 91% of sales / 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 as well as diesel and gas of heating. 3 Scope 2 emissions for year 2022 includes the contribution or purchased Renewable Energy Certificates (RECs). Without considering, Scope 2 emissions would be 23,844 tons CO2-eq. 4 Scope 3 emissions include data from logistics partners accounting for 83 % of total volume of good transported globally in 2022 (2021: 64 %; 2020 & 2019: 55 %) as well as global employee's business flight emissions. Not included here are the product purchasing related Scope 3 emissions or other Scope 3 emission categories. 5 Carbon intensity calculated over the total square meters of commercial surface operated by Dufry in m2 (2022: 471,591 / 2021: 469,581 / 2020: 469,041 / 2019:469,990). 99 2 ESG Report DUFRY ANNUAL REPORT 2022 EMISSION REDUCTION STRATEGY SCOPE 1 & 2 The emission reduction strategy for Scope 1 & 2 follows the Science Based Targets initiative «1.5˚ C» pathway. S N O I S S I M E 2 & 1 E P O C S 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 & 2 Engage in «Carbon offsetting» initiatives to compensate for the residual amount of CO2 emissions ACHIEVE CLIMATE NEUTRALITY FOR SCOPES 1 & 2 BY 2025 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 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 74 % OF EMISSIONS 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* * Based on 2019 emission levels 100 2 ESG Report DUFRY ANNUAL REPORT 2022 For Scope 3 emissions, Dufry follows SBTi´s well be- low 2°C pathway with two separate objectives to be achieved through both supplier engagement pro- grams, and the collaboration with its logistic partners. wards reducing emissions and committing to SBTi. While the findings are yet preliminary, Dufry is confi- dent to achieve the committed target on time. Our progress in 2022 Scope 1 & 2 objective – During 2022, Dufry has pur- chased Renewable Energy Certificates (RECs) to sub- stitute 20% of our electrical energy consumed with re- newable energy (using 2019 as a baseline). These RECs cover the equivalent of our total electricity consump- tion of our operations in Brazil, Greece, Switzerland and the UK and have permitted Dufry to compensate over 4.9 tons of CO2-eq. Dufry will continue with its RECs purchasing program during 2023 to cover, at least, an additional 20 % of its electricity consumption and taking a next step towards its 2025 objective to use 100 % renewable energy. Progress on move to non-plastic shopping bags Starting in the last quarter of 2020, Dufry gradually began replacing existing plastic carrier bags – which already contained more than 70 % of recycled plastic – in all its duty-free operations globally, with more en- vironmentally 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 purchases such as liquor or tobacco, as per the requirements of the International Civil Aviation Organization (ICAO) and regulations of certain airports. For this type of bag, Dufry is also exploring recyclable or degradable alter- OVERVIEW OF EMISSION REDUCTION TARGETS AS VALIDATED BY SBTI – Dufry commits to reduce absolute Scope 1 & 2 GHG emissions by 94.2 % by 2030 from the 2019 base year. – Dufry commits to increase annual sourcing of renewable electricity from 0 % in 2019 to 100 % by 2025 and to continue annually sourcing 100 % renewable electricity through 2030. – Dufry commits that 74 % of its suppliers by emissions covering purchased goods and ser- vices will have science-based targets by 2027. – Dufry commits to reduce absolute Scope 3 GHG emissions of upstream transportation emissions by 28 % by 2030. Scope 3 objective – In 2022, Dufry has already en- gaged with its main logistic partners to design an emissions reduction plan for our goods transporta- tion. The objective will be achieved by rationalising the shipments of goods and by selecting means of trans- portation with a lower carbon footprint. On the latter, we will give preference to lower impact means of transportation (like rail) when possible; will prioritize the use of sustainable fuels for our air transportation; and will prioritize the delivery of goods using Liquefied Natural Gas (LNG) carriers. A detailed plan is to be de- livered during 2023 that will permit Dufry to gradually achieve its established target. When it comes to our suppliers, during 2022 Dufry has conducted a preliminary assessment of our main sup- pliers to revise their emission reduction strategies to- 101 2 ESG Report DUFRY ANNUAL REPORT 2022 natives that will meet ICAO´s and airports´ regulations. Once the substitution of the single-use plastic bags is fully completed, the company will be able to reduce plastic usage by 7.3 tons per annum. Dufry currently offers non-plastic bags in 26 coun- tries, and introduces paper or other biodegradable bags in additional countries as soon as the existing stock of plastic bags is depleted. The plastic bag phase-out is coupled with point-of- sale communication campaigns to raise awareness and encourage customers to reduce plastic consump- tion 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 carrier bags follows other measures adopted in previ- ous years, geared at reducing plastic consumption across our operations, such as offering more sustain- able alternatives, including re-usable or jute bags. 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 conces- sion partners’ waste disposal system and recycled ac- cordingly where possible. In many of our locations, we are taking measures to reduce single-use plastic film, such as replacing roll containers used to move prod- ucts from warehouses to the stores. The new models, which include closures on four sides and at the top, drastically reduce consumption of the plastic film needed for the covering and the plastic shrink wrap- ping 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. 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 category, which all have a fairly long shelf life and are not ex- posed to short expiry dates. Second, with respect to the food offering in our F & B formats, we source locally and with short lead-times allowing us to flexibly adapt quantities and products to the specific needs of the in- dividual operation. The impact of food waste following the business combination with Autogrill will be as- sessed in 2023. 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- 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- 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- sumption, – Introduction of solutions to improve traffic flow, in- troduction of smarter construction materials (eas- ier to clean, anti-bacterial, etc.) 102 2 ESG Report DUFRY ANNUAL REPORT 2022 – Undertakes a collaborative sustainable approach for the design process by engaging with all stake- holders involved in the process (designers, contrac- tors, concession partners, material suppliers, etc.) – Prevents construction pollutions by protecting the site during the construction – Reduces use of natural resources by re-using ma- terials and equipment by giving modular and recy- clable 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 equipment’s 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. 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. 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 ar- eas where we can collectively reduce the environmen- tal footprint of our operations. In an increasing number of our operations, Dufry has a designated sustainability manager in charge of liaising with landlords and other airport stakeholders to drive sustainable practices. Ei- ther through innovative technologies, adaptation of pas- senger flows or rethinking the recycling processes in place, we are contributing to the common goal of mak- ing 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 develop a more extensive carbon footprint to include specific Scope 3 emissions and the formulation of a Stake- holder Engagement Plan to promote wider airport- based emission reductions. In many cases, these plans also involve Dufry as the operator of airport stores. In 2022, according to information from Airport Car- bon Accreditation, 76 airports reached the optimiza- tion level; 49 airports achieved carbon neutrality; and 49 the superior accreditations (Transformation and Transition). Considering these groups, Dufry operates stores in 59 of these 174 airports, including Dallas Fort Worth, Athens, Helsinki, Stockholm Arlanda, Vancou- ver, Zurich, Basel, London Heathrow, London Gatwick, Abidjan and Queen Alia Airport in Amman, Jordan. 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. Member of ACI ANARA ESG workgroup Since 2022, Dufry is also a member of the ACI ANARA (Airport Non-Aeronautical Revenue & Activities) ESG workgroup, working to define ESG recommendations and best practices for the airport community. 103 2 ESG Report DUFRY ANNUAL REPORT 2022 EMPLOYEE EXPERIENCE GRI INDICATORS: 2-7, 2-8, 2.9, 2-30 202, 401-1, 402-1, 403, 404-1, 404-3, 405-1, 406-1, 407-1 SDGs: 1.1 3.3 4.3, 4.4 5.1, 5.5, 3.2 8.1, 8.4, 8.5, 8.8 10.3 16.1, 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 to work for its staff, ensuring it delivers the best in terms of fair and equal working conditions, healthy and safe working environments, attractive sal- aries, promotion and retention strategies, avant-garde training programs and anything that contributes to generate high engagement levels amongst our staff. Building on our core brand values – Global, Focus, De- livery and Solid – Dufry has developed a number of policies and procedures to ensure a consistent expe- rience across the 62 countries in which it operates and which represent a strong foundation for the future, in- cluding after the combination with Autogrill. Number of headcounts increased Dufry had 23,792 people (FTE) working for the Group at December 31, 2022, compared to 19,946 at year-end 2021. The increase in the number of headcounts re- flects the progressive re-opening of air routes accom- panying the gradual recovery of travel. On top of the jobs of its own employees, Dufry actively contributes to the wealth of local communities and so- cieties by offering working opportunities to third party employees, thereby generating additional salaries and tax payments across the 62 countries where the com- pany is present. In this context, our 2,200 plus stores are not just sales locations for us and our brand part- ners to sell their products, but also work opportuni- ties for over 3,500 people working in our stores rep- resenting these brands and other service providers. From beauty advisors to IT developers, they all con- tribute to create a world class shopping experience and benefit from accessing a dynamic market and unique working opportunities. Evolution of Diversity & Inclusion Developing a diverse 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 62 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 by gender, age, race, ethnic- ity, culture, beliefs or creed. Our workforce comprises colleagues from over 150 nationalities across all func- tions 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. 104 2 ESG Report DUFRY ANNUAL REPORT 2022 EMPLOYEES BY REGIONS EMPLOYEES BY GENDER EUROPE, MIDDLE EAST & AFRICA 40 % 7 % ASIA PACIFIC 51 % THE AMERICAS 2 % HEAD- QUARTER & DISTRIBUTION CENTERS The staff in Dufry’s shops in each country are predom- inantly local. Our presence in 62 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. 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. FEMALE MALE 64 % 36 % Diversity & Inclusion Survey In the fourth quarter of 2022, Dufry conducted its second D&I survey, reaching all headcount across all of our operations. Building on the findings of the 2021 survey, this second wave provides a clearer picture of the perception of D & I amongst the Group employees. This valuable input – received through a response rate of 63 % – will help Dufry to further evolve in terms of being more inclusive and equal for all, by identifying opportunities and develop targeted initiatives. Diversity & Inclusion Awareness training The results of the first survey confirmed our belief that awareness is a key factor in continued improve- ment in this area. Awareness needs to be driven by Dufry’s senior leaders in order to foster a company culture that embraces diversity, and ensures that re- cruitment decision-making consciously embraces op- portunities to continue the diversification of our team, and puts inclusive practices at the heart of the com- pany ethos. Building on the feedback from the November 2021 sur- vey, between January and May 2022, Dufry facilitated a ‘Masterclass on Inclusive Leadership’ that was at- tended in different groups of 20, by over 300 senior leaders and their direct reporting colleagues. It fo- cused on understanding the importance and the dif- ferent facets of diversity, but also prioritized aware- ness building on inclusive behaviors. The Masterclass produced significant results and advances, facilitated by a high level of engagement and a general recogni- tion that we need to continue creating change with re- 105 2 ESG Report DUFRY ANNUAL REPORT 2022 DEMOGRAPHIC INDICATIONS OF D & I SURVEY RESPONDENTS As part of Dufry’s anonymous D & I survey conducted in 2022, employees who responded to the survey provided amongst other feedbacks the demographic indications shown here. As the survey reached out to 100 % of the employee popula- tion the feedback gives a good representative picture of the company’s demographic employee structure. AGE PROFILE OF RESPONDENTS 55 years or older 25 years or younger 12 % 11 % 26 years to 34 years 45 years to 54 years 22 % 26 % 29 % 35 years to 44 years RESPONDENTS BY JOB FUNCTION GENDER DIVERSITY SEXUAL ORIENTATION Fluid / Non Binary 0.3 % Transgender 0.1 % Other 0.5 % Prefer not to say 5.3 % Office (including offices in Operations) 26 % Male 34 % 60 % Female Prefer not to say 14 % Other 3 % Bisexual 2 % Gay/ Lesbian 3 % 74 % Operations or Warehouse 78 % Straight / Heterosexual TENURE IN COMPANY TENURE IN ROLE CARE GIVING RESPONSIBILITIES Less than 2 year 28 % Over 10 years 23 % 26 % Less than 1 year Prefer not to say 9 % Over 20 years 16 – 20 years 10 % 9 % 11 – 15 years 13 % 20 % 20 % 2 – 5 years 6 – 10 years THOSE WHO DEFINE AS HAVING A DISABILITY Yes 4 % Prefer not to say 9 % 87 % No 106 6 – 10 years 18 % 12 % 1 – 2 years No 35 % 56 % Yes 21 % 3 – 5 years ETHNICITY (EXCLUDING US) ETHNIC ORIGIN (US) Prefer not to say Mixed / Multiple ethnic groups Other ethnic group 3 % 20 % 15 % Black / African / Caribbean 9 % 13 % Asian 40 % White Native Hawaiian or other Pacific Islander 1 % Two or more Races 9 % African American 21 % 25 % American Indian or Alaska Native 1 % Asian Hispanic / Latino 27 % 24 % Caucasion or White Sexual OrientationRespondents by Job FunctionCare Giving ResponsibilitiesAge Profile of RespondentsGender DiversityTenure in CompanyTenure in RoleThose who define as having a disabilityEthnicity (Excluding US)Ethnic Origin (US) 2 ESG Report DUFRY ANNUAL REPORT 2022 spect to behavior related to D&I. This included recog- nition that change in a number of areas is key to business growth, such as more diversity in hiring, en- couraging ‘team-led’ approaches to problem solving, and using failures to drive improvement. In the fourth quarter of 2022, Dufry extended the Di- versity & Inclusion Awareness Training to Dufry’s entire team across the world. Through a series of video-train- ing sessions – sponsored by the CEO and the members of the Global Executive Committee – topics such as ‘What is D & I?’, ‘Why D & I is important for all of us at Dufry ’, ‘Why D & I is fundamental to our business and the communities in which we operate’ were covered. The trainings also focused on inclusive behaviors and highlighted examples of many things that everyone might do unconsciously (unconscious bias) and can make colleagues feel uncomfortable and / or excluded. Human Resources Policy as the cornerstone for a great place to work Making Dufry the place where our employees want to continue working, involves investing time and re- sources to continuously assess and identify opportu- nities where Dufry can improve its culture, thus con- tributing to retaining talent and helping staff achieve their highest potential. Dufry is working relentlessly towards providing the best working conditions for our staff and gathering their feedback with regular em- ployee surveys (see corresponding section on page 112 within this report). A fundamental element in connection with this objec- tive is Dufry´s HR Policy, which is publicly available on the Group´s website. This Policy describes the com- mon base, principles and guidelines, which, in terms of human resources management, are applicable to the whole Group. The policy, which has been shared and trained with employees, covers diverse topics, includ- ing: – 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. 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. We regularly review and discuss professional develop- ment with employees and link their performance to in- centives. Performance reviews are an important as- pect of a long-term, successful employer-employee 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 2022 Dufry continued with the rollout of Emporium – a web- based shop with thousands of products from Dufry´s core product categories, as well as exclusive cam- paigns from luxury brands at retail-discounted prices. This benefit is exclusive to staff members (Dufry & Air- port Community) and includes a Friends & Family pro- gram. By the end of 2022, Emporium was available in 13 countries, representing Dufry’s main locations by headcounts – Brazil, Canada, Greece, Hong Kong, Italy, Macau, Malaysia, Mexico, Spain, Switzerland, United Arab Emirates, United Kingdom and United States. The company will continue with the rollout of Emporium throughout 2023. 107 ture, which enables employees to develop and thrive in their careers. The certification process took place in three stages through statistical evaluation, on-site au- dits 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 inte- grate 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. 2 ESG Report DUFRY ANNUAL REPORT 2022 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. Anti-discrimination, diversity and ensuring equal op- portunities are, and have always been, important so- cial and corporate issues for Dufry across all loca- tions, especially (but not exclusively) in developing countries. Many locations in which the Group operates still pose challenges to the guaranteeing of equality. We monitor these countries closely to ensure we pro- vide equal opportunities to all our staff. As explained on page 116 of this report, the company has in place whistleblower mechanisms to denounce discrimina- tion 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 their performance. The remuneration structure of our employees is as- sessed on a regular basis to make sure there is no dis- crimination related to any kind of diversity. Equal salary certification in Switzerland Dufry became equal salary certified in Switzerland at the beginning of 2019 and was re-certified again in 2021 for another three years. This certification underscores the commitment to a fair and unbiased reward struc- 108 2 ESG Report DUFRY ANNUAL REPORT 2022 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. Regard- less of the specific requirements of each local legisla- tion, there are certain principles that all these proce- dures adhere to, including: – Compliance with current labor legislation on health and safety – Reduce work-related accidents, implementing the necessary occupational risk prevention plans in its locations, to achieve an effective identification 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 pro- cesses change from one location to another, 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, including 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 repre- sentation consultations (where appropriate) – Responsibility for the governance and review of health and safety is with local operations and HR teams – At airport and seaport environments, close col- laboration with concession partner teams is maintained to ensure compliance with their own H&S regulations and management process. 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 develop and implement remediation plans (where and if needed), thus ensuring that pro- cesses are duly updated in cooperation with the Health & Safety committees. Additionally, Health & Safety Committees undertake regular worksite analysis to identify potential risks and hazards. This analysis aims to identify existing hazards, 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, training is extended to workers who are not members of our staff, but work on our premises on behalf of third-party service pro- viders. 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 ware- houses. As part of the airport eco-system, our staff 109 2 ESG Report DUFRY ANNUAL REPORT 2022 have to adhere to and follow the security principles and processes established at the specific airports where our stores are located. Most of these regula- tions and policies are harmonized across the world to ensure consistent levels of safety and consumer pro- tection. Worldwide safety regulations are set by the International Civil Aviation Organization and within Eu- rope 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 makes is what Dufry calls “the employee journey”, and it is the company´s systematic approach that then ensures we identify all the opportunities Dufry has to deliver a great place to work across all parts of our organization. To simplify the assessment, Dufry establishes four critical stages on this employee journey: recruitment, training, career progression and recognition. 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- 110 igin, political orientation, disability or other discrimi- nating factors. Available positions are first published internally to en- sure opportunity and growth of internal talent. Dufry’s recruiters review the skill pipeline of internal employ- ees ahead of engaging with external hiring profession- als. Referrals and recommended potential internal candidates are encouraged and evaluated in the same process against other potential candidates. Job offers are typically also posted on the Group´s website, 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 on-boarding 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 2022, 198,047 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 2022, over 9,000 new join- ers were trained using 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. Over 6,500 employees, including store leaders, have benefited from this program (interrupted during business clo- 2 ESG Report DUFRY ANNUAL REPORT 2022 sure). This set of training programs is complemented with product training programs for our store teams, typically delivered by the brands and local teams. 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. – 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 2022, 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 to 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 2023 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, concession partner, 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. 111 During 2022, we continued leveraging on our online 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 112), 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 2 ESG Report DUFRY ANNUAL REPORT 2022 – Best Organic Growth Award, which recognizes the country with the strongest year-on-year organic growth. 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 2022, we have continued with the rollout of technologies and tools to align information levels be- tween 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. The rollout of Beekeeper was further accelerated dur- ing 2022. This app-based solution enables employee connection, facilitates workplace engagement and in- creases productivity through unified communications. Through Beekeeper, we are able to share with the more unconnected members of our staff, information re- 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- 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. 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 112 2 ESG Report DUFRY ANNUAL REPORT 2022 OVERVIEW EMPLOYEE STRUCTURE 2022 HQ & Distribution Centers Europe, Middle East & Africa Asia Pacific The Americas FTEs Headcounts 583 617 10,353 11,649 810 931 12,046 12,917 Total 23,792 26,114 lated to our company, as well as information related 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 communications and the sharing of information in a very similar envi- ronment to that of the most recognized social net- works. Currently, Dufry has over 24,000 live users on the Beekeeper platform, reaching more than 90 % of its workforce and expects to reach full rollout of the app globally during 2023. 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 on- line magazine 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. 113 2 ESG Report DUFRY ANNUAL REPORT 2022 TRUSTED PARTNER GRI INDICATORS: 2-11, 12, 16, 17, 23, 24, 25, 26, 27, 28, 29 201-1, 2, 205-2, 206-1 SDGs: 8.2, 9.1, 9.4, 9.5 16.3, 16.5, 16.6, 16.7 13.1, 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 118 of this report. Integrity is a key element in our business behavior across all levels of the organization and that has served Dufry over the years to foster a sense of trust with our stakeholders. Dufry´s Ethic and Compliance model is designed to en- sure we go beyond the strict compliance of legal frameworks and are leading the way in terms of sus- tainability. To do so, Dufry has set up main lines of ac- tion, which include: – 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 our stakeholders’ needs and expectations – Alignment of ESG and business strategies – Ensur- ing that ESG considerations are always accounted for and are part of the implementation of the com- pany strategy and in particular when making criti- cal business decisions to drive Dufry’s sustainable and profitable growth. Dufry´s ESG strategy is su- pervised by the Board of Directors’ Nomination and ESG Committee and ensures alignment of business and sustainability strategies, as well as sustainable value creation for our stakeholders – Compliance and control – Setting up robust inter- nal bodies and structures that ensure education and control over compliance with 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 and communities, ensuring fair salary and working conditions, sharing of expertise and partnering with local companies are all part of this area of focus. ESG governance ESG lies in the responsibility of the Board of Directors. To reflect its importance, a dedicated Nomination and ESG Committee at Board level has been implemented following the AGM 2022 (former Nomination Commit- tee). The Lead Independent Director, as chair of the Nomination and ESG Committee, supervises Dufry’s ESG strategy development and execution, ensuring alignment with the business strategy. The Lead Inde- pendent Director and another member of the Nomi- nation and ESG Committee are experienced in corpo- rate citizenship, sustainability and ESG, allowing them to exercise their supervisory duty successfully. The entire Board of Directors is updated, at least on a quarterly basis on non-financial information such as, but not exclusively, progress on the implementation of the company’s ESG strategy, as well as status updates from the Global Internal Audit & Investigations De- partment. 114 2 ESG Report DUFRY ANNUAL REPORT 2022 Execution of the ESG Strategy is led by the CEO. He presides over the interdisciplinary ESG Committee, which meets every two months and is attended by sev- eral members of Dufry´s Global Executive 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 strategy. In 2022, the ESG Committee met 6 times. Beyond the ESG strat- egy execution, the ESG committee assesses emerging risks, opportunities and concerns, as well as new or evolving reporting requirements, and shares them with the Nomination and ESG Committee and the Board of Directors. Socio-economic compliance Having operations in 62 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 Dufry believes that active corporate governance is im- portant to the development of the company, 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 Annual 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 standards adopted by the Dufry Group as set out in the Code of Conduct with respect to sustainability, diversity, decent work and human rights, as well as zero tolerance to harassment and discrimination. Policy framework Dufry has a set of internal policies and procedures which describe the minimum ethical principles applied by our employees at all times and which complement the Dufry Code of Conduct. These policies and pro- cedures address specific topics and serve to guide our employees on the expected standards and behaviors in their day-to-day work. This set of policies and pro- cedures is made available to all our employees through the internal communication tools of the company – Dufry´s Intranet (Gate) and the employee communi- cation tool Beekeeper – as well as the corporate web- 115 2 ESG Report DUFRY ANNUAL REPORT 2022 site, hence ensuring universal access to them. This set of information includes: – Dufry Code of Conduct - outlines the types of con- duct which are not permissible and imposes strict rules in relation to charitable contributions and sponsorships, as well as gifts, hospitality and enter- tainment expenses, to minimize the risk of corrup- tion. In addition, the rules require careful due dili- gence to be conducted on any external partner Dufry is working with, including a procedure that must be followed to vet all new joint venture part- ners, consultants for business development proj- ects, counterparts to M & A transactions and other similar counterparts. – Dufry Supplier Code of Conduct – Human Resources Policy – Dufry´s Environmental Management Guidelines, – Dufry´s Policy for Insider Information and Securities Trading – Reporting on Wrongdoing Procedure. Compliance education Beyond ensuring universal access to policies and pro- cedures, Dufry also conducts compliance training of employees, officers and directors, as applicable, on an ongoing basis. These training sessions reflect the ongoing changes introduced in our Code of Conduct. Dufry’s Compliance Department regularly evaluates the content of Dufry’s training on Compliance and Corporate Policies. The efforts of the Compliance De- partment are fully coordinated with, and supported by, the COOs of each Region and the respective HR de- partments, who help identify the individuals, including new hires, who should receive the training. Individuals who receive training are 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 development, 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 public authorities – Managers with signatory power or appointed as directors or officers of a Dufry Group subsidiary – Investor Relations managers – Corporate Communications and Media managers – Members of the Legal and Governance Depart- ment 116 – Members of the Internal Audit Department, Loss Prevention and ERM department – HR managers worldwide. During 2022, over 740 managers at all levels of the or- ganization and across all the regions have completed this training. This figure includes both personnel new to Dufry and managers who have already been trained and with whom the training has been refreshed. New em- ployees, officers and directors are provided with a copy of the Dufry Code of Conduct when they join the com- pany and are required to acknowledge acceptance of its terms in writing. Additionally, Dufry employees, of- ficers and directors have access to all of Dufry’s com- pliance and corporate policies, including its Code of Conduct on Dufry Gate for their reference. All employees not included in the managers list also receive compliance training. In 2022, this training reached over 14,500 employees via online compliance update trainings and communication campaigns. The primary training topics included harassment, discrim- ination, insider trading, data privacy and instructions on how to report a wrongdoing. 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 hotline 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 directly 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 209 - 216) – 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 avail- able in the Sustainability Report 2022 Annex on pages 303ff as well as in the TFCD Report. 2 ESG Report DUFRY ANNUAL REPORT 2022 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 identification and management of potential risks that may affect the business. First level – The commitment of Dufry and all its sub- sidiaries to integrity and transparency begins with its own staff. Dufry requires all its employees, officers and directors to act at all times in accordance with the provisions of the Code of Conduct. The latter de- scribes 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 and M & A, as well as similar counterparts. Second level – There are different governance func- tions across the organization including the Compli- 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 company 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 ensure 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 Corporate citizenship: Key partnerships and initiatives We engage in numerous external initiatives and stra- tegic collaborations with relevant organisations and partners to support and inform about our work on the most material sustainability issues. We have grouped them under four different categories: Commitments – UNGC – Dufry is a signatory member of the UN Global Compact (UNGC) since March 2020 and since then, we measure and disclose our progress on the ten principles established by the UNGC. Addition- ally, Dufry is a member of the UNGC Swiss Network and regularly participates in conferences and meet- ings where best practices are shared. – SBTi – During 2022 and early 2023, Dufry has sought and gained validation from the SBTi for the emissions reduction targets set for the company, as described in detail in the Protecting Environment section of this report on pages 96 - 103. Reporting – GRI – The Global Reporting Initiative (GRI) helps or- ganizations to be transparent and take responsibil- ity for their impacts, supporting companies to sys- tematically report on the elements that are material for their businesses in a structured and comprehen- sive way. This reporting permits better comparabil- ity, greater transparency and alignment with inter- national standards, such us the OECD guidelines for multinational organisations; ISO 26000; the United Nations Guiding Principles on Business and Human Rights; the UNGC’s Ten Principles and the United Nations’ Sustainable Development Goals. Dufry pre- pares its Sustainability Report following the guide- lines of GRI since the reporting year 2018 and in this edition has adopted the GRI Universal Standards. – TCFD - The Task Force on Climate-Related Financial Disclosures (TCFD) was created in 2015 by the Finan- cial Stability Board (FSB) to develop consistent cli- 117 2 ESG Report DUFRY ANNUAL REPORT 2022 mate-related financial risk disclosures for use by companies, banks and investors in providing infor- mation to stakeholders. In the first quarter 2023 Dufry has disclosed its first report following the guidelines of TCFD, which covers the reporting year 2022 and explores the range of impacts climate change would have for our business, including both risks and opportunities. Assessments and Ratings Dufry is regularly assessed and rated by ESG-special- ized rating agencies, including Sustainalytics, MSCI ESG Ratings, ISS ESG, Moody’s ESG Solutions (Vigeo Eiris) or Inrate. Dufry´s ESG department engages with ESG analysts to assist them in their assessment of our company and to support their research work. Dufry recognises the value of external feedback from these independent agencies as their work helps us to further develop our lines of action towards strengthening our long-term commitment to be a successful, sustain- able business. Industry Initiatives Dufry participates in several industry initiatives geared towards safeguarding the consumer and environmen- tal protection. Amongst others, Dufry has contributed to the development of several Codes of Conduct for the travel retail industry (such as the UK Code of Con- duct on Disruptive Passengers and the ETRC and DFWC Codes of Conduct on Sale of Alcohol), and is a member of the ACI Climate Change Task Force. 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 different ways, both formal and informal. For 2022, the group of relevant stakeholders included in our materiality as- sessment remains valid, and includes airports and other concession partners, 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 Dufry with its core stakeholders. Especially remarkable is the interaction with both suppliers and concession partners, which permits Dufry to provide a superior service to customers. Known in the industry as the Trinity (concession partners, retailers and suppliers), the tight lines and collaboration between these three groups allow for an improved dialogue and mutual un- derstanding between concession partners, retailers and suppliers, to the ultimate benefit of our custom- ers. This interaction has remained critical and valuable during 2022 as air traffic started to be restored and the operation of our stores further recovered. 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 56 – 57). 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 relationship with this group is of major importance, as they are the generators and guardians of laws and regula- tions 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- encers and provide them with timely information on a wide range of global, regional and local topics. – ESG Community – Comprises 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. 118 2 ESG Report DUFRY ANNUAL REPORT 2022 – 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 122 – 128. Partnerships with concession partners 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 ensur- ing that responsibility towards society and the envi- ronment as expected by Dufry, is also demonstrated and shared by our partners. Close ESG Cooperation The close ties with concession partners and brand suppliers have significantly extended in 2022 to ESG- related topics, and especially environmental ones. 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 propositions to better engage with our customers. 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 resource 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 has already developed its Supplier’s Code of Conduct in 2017, with the purpose of ensuring that our suppliers across all product cat- egories, 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 conditions – 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- 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/sus- tainability. We expect all of our suppliers and business partners to comply with the principles included in Dufry’s Sup- plier Code of Conduct and ultimately to replicate 119 these standards further down their own supply chain. As explained in page 92 (Customer Focus – Recertifi- cation of Supplier Code of Conduct), in 2022 we con- tinued our efforts to proactively share the Code with additional suppliers from all product categories and we will continue to extend the reach to additional sup- pliers in 2023. Stakeholder Value Allocation Dufry contributes to the development of the econo- mies in countries where it operates through the pay- ment 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 reflects the direct monetary impact of its op- eration 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 997.9 million in fiscal year 2022. CHF 284.6 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 76.1 mil- lion in 2022. In view of the 2023 General Meeting of Shareholders, the Board of Directors resolved to pro- pose not to pay a dividend for the business year 2022. This allows us to focus on strengthening the compa- ny’s financial position and on closing the business combination with Autogrill. 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. 120 2 Community Engagement DUFRY ANNUAL REPORT 2022 COMMUNITY ENGAGEMENT With a presence in 62 countries, and due to the nature of our business, we believe that we have a unique op- portunity and responsibility to support local commu- nities in the locations we operate. Dufry’s community engagement strategy is built around a wide, complex, and evolving number of initiatives. During 2022, at global, country or location level, Dufry has supported – either financially, by raising awareness, or through the volunteer work of our staff – a broad number of non- profit organizations and social or humanitarian initia- tives. We have also continued supporting cultural events and entities. 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. The support of disadvantaged children, young people and their families, together with enabling them to have ac- cess to education, has remained the main line of action in our corporate community initiatives, both at a Group or country level. In some cases, our employees have ac- tively participated in the process of selecting the proj- ects to be considered, reinforcing the engagement and motivation to collaborate with the initiatives. Dufry´s help to these causes consists of direct mone- tary contributions, complemented by the valued and important role fulfilled by 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 donations in the boxes available in some of our airport locations. Throughout 2022, we have continued evolving our first global initiative, already launched at the end of 2020: Through the sale of Captain Dufry, a soft toy dog in an aviator costume, Dufry supports SOS Children’s Vil- lages by donating the proceeds from the sale of this product. where they have received support for housing, school- ing, etc. and have continued working for the company. Dufry colleagues from all operations made individual contributions to the different funds that were locally installed and that help to support our Ukrainian em- ployees, families and relatives in such challenging times. At the same time, Dufry contributed through donations to a global fund set up by the Travel Retail industry to support existing NGOs supporting Ukrainians. We are also very proud of the activities carried out by our staff to aid disadvantaged communities and chari- table initiatives, often during their own free time. Where and when possible, we have supported and funded them and made the individuals and their great work visible to the rest of their colleagues, by using our internal com- munication 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. Redefining our Community Outreach strategy During 2022, we conducted over 50 interviews with stakeholders, including members of the Global Execu- tive Committee and other managers across all Dufry regions, as well as external peers. The different inputs have served to help us assess which of our activities makes the biggest impact, to learn from best practices and to define the main guidelines of our new Commu- nity Engagement Strategy, which will be implemented during 2023. Special support during 2022 has been given to those im- pacted by the war in Ukraine. Dufry, who holds opera- tions in Odessa, quickly activated a plan to give support to our Ukrainian colleagues, both to those who stayed on site and to those who decided to leave the country. All were offered the possibility of being moved, to- gether with their families, to different Dufry locations, SOS Children’s Villages supported programs in Brazil, Mexico and Kenya Our global collaboration with SOS Children’s Villages started several years ago in 2009, with the sponsorship of a project focused on preventive care in Igarassu, a town located in the northeast of Brazil and one of the poorest areas in the country. This project, which is still 122 Beyond Dufry´s global contribution to SOS Children’s Villages, our Captain Dufry initiative supported the SOS Children’s Villages projects worldwide, by gener- ating donations via the sale of Captain Dufry soft toys in Dufry stores in Finland, France, Greece, Morocco, Spain, Sweden and UK. All 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 global charity initiative Dufry continued extending the reach of its global char- ity initiative, Captain Dufry. Launched in 2020, Dufry sells Captain Dufry, a soft toy dog wearing a Dufry scarf and aviator hat with goggles, across Dufry stores in 23 countries. Benefits from this initiative are donated to a global charity, which for the 2021 – 2023 period is SOS Children´s Villages. 2 Community Engagement DUFRY ANNUAL REPORT 2022 supported by Dufry, evolved into a long-standing rela- tionship with SOS Children’s Villages and as a result, we have played our part in helping to increase the reach of this institution. Testament to this longstanding rela- tionship is the choice of SOS Children’s Villages as the selected partner for our Captain Dufry initiative. SOS Children Villages work towards keeping families together, provide alternative care when needed, sup- porting young people on their path to independence, and advocating for the rights of children. With the sup- port of Dufry, SOS Children’s Villages improves the lives of at-risk children and families, enabling a future in the communities where SOS Children’s Villages work. The way SOS Children´s Villages works enables fami- lies to evolve and reinforce 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 op- portunities. 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 constructively involved in family responsibility, thus improving the overall quality of life for these families. During 2022, Dufry continued supporting the Igarassu village in Brazil. Our donations benefited nearly 500 in- fants, young children and teenagers with their mothers and enabled them to join family strengthening pro- grams focused on building self-esteem, improving gen- der relations and preventing domestic violence. Since the start of the collaboration, Dufry has also lent sim- ilar support to other villages in Mexico, Russia, Morocco and Cambodia. 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. 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 pillars of this program are family and community empowerment, to achieve the ultimate development of children through provision of quality care and protec- tion. Community-based partners are strategically iden- tified, assessed and engaged to help create a strong safety-net around the vulnerable children and youth in the community. Beyond the financial objective pursued with Captain Dufry, this initiative also serves to increase awareness amongst Dufry’s customers of SOS Children’s Villages and their activities. To this extent, the availability of Captain Dufry in stores is complemented with in-store communication and signage to build awareness. Dufry reserves high visibility spaces across the stores where 123 2 Community Engagement DUFRY ANNUAL REPORT 2022 Captain Dufry is available, including dedicated sales displays and gondolas. On top of this, Dufry custom- ers are offered additional options to donate by using the Red By Dufry app, hence, increasing the possibili- ties of helping this charity initiative even more. Funds from One Water this year have also contributed to the delivery of emergency hygiene kits to commu- nities impacted by the crisis in Ukraine. This support- ive action has also proven to be very critical, as the conflict unfortunately hasn’t stopped. The Ocean Cleanup Understanding that plastic pollution in our oceans is a global challenge, and nobody can solve it alone, Dufry has contributed to The Ocean Cleanup. As an Indepen- dent Supporter, we help them in their work towards re- cycling the plastic collected from our oceans and en- suring it never re-enters the natural environment again. The Ocean Cleanup is a non-profit organization that de- velops advanced technologies to rid the world’s oceans of plastic. Founded in 2013 by Boyan Slat, The Ocean Cleanup conducts global research, builds scalable cleaning systems for oceans and rivers, and now em- ploys close to 100 engineers and researchers. The foun- dation is headquartered in Rotterdam, the Netherlands. Complementary to its approach to solve the legacy problem of plastic in the ocean by means of its passive floating waste collection systems, the organization also developed the Interceptor technology, to help prevent plastic garbage reaching the oceans via rivers. Interceptor technologies are now deployed in Indone- sia, the Dominican Republic, Jamaica and Vietnam, and preparations are ongoing for further deployments around the world. One Water – selling water bottles to provide sustainable clean water Since 2016, World Duty Free has collaborated with The One Foundation as a commercial supporter for the sale of the charity’s bottled water brand “One Water” in all of its UK airport stores. Over the past 6 years, World Duty Free has been raising money through the sale of One Water to bring clean water, sanitation and hygiene solutions to some of the world’s poorest communities. Through the sale of One Water across World Duty Free shops in 2022 alone, over £137,000 has been raised for charitable projects – and an amazing £2.4 million in to- tal to date, changing the lives of over 428,000 people. Together with One Water and The One Foundation, we are helping to strengthen water and sanitation services across Kenya, Rwanda, Ghana and Malawi through the delivery of piped water and sanitation services and by capacity building with local utilities for better service provision. Together, we are repairing broken water points and providing the tools and community training required to ensure the future sustainability of these pumps. Rio de Janeiro, Brazil – Helping to build the future of young teenagers Since 1995, Dufry has been sponsoring a social promo- tion program in Rio de Janeiro aimed at improving the skills of young people and, hence, increasing their em- ployability. The 20 participants of the 2022 class ben- efited from this program, which features free profes- sional education to young people from communities around Galeão Airport, including various classes and education modules covering various topics and skills such as English, technology, retail operations, profes- sional orientation, teamwork, leadership, rules of eti- quette, ethics and citizenship. The daily classes which run over a 7-months period cover three modules and are attended by 18 to 20 year- old students of different genders, sexual orientation, nationality and ethnicity. They all receive free meals, uniforms, school and educational materials and trans- portation assistance. Dufry then supports participants in their first steps into professional life. Some join the Dufry team or are employed by other supportive com- panies, and those who do not immediately find employ- ment are given ongoing support in finding an educa- tional or career path. 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 27 years that this program has run, it has proven to be a great success. Employability rates usu- ally reach high levels and since Dufry started its col- laboration, over 770 young people have benefited. Hudson Round-up program In 2022, Hudson switched its previous donation collec- tion platform to a round-up program at the point of sale, which allows travelers to round up their purchases and donate the remaining change to charity. Hudson used this new platform to support two causes through- out the year – Communities In Schools® (CIS®) and the Disasters Emergency Committee (DEC). Hudson was proud to continue its long-standing part- nership with CIS, the largest U.S. organization dedi- 124 1 3 2 1 COMITÁN | MEXICO Helping improving education and quality of life. 2 NAIROBI | KENYA The SOS Children’s Villages promote family strengthening programs. 3 IGARASSU | BRAZIL Social Centres in Brazil help families to escape from poverty. 125 2 Community Engagement DUFRY ANNUAL REPORT 2022 cated to empowering students in need. This past year, Hudson expanded its level of support for CIS, with do- nations benefitting both the CIS National Office and now 29 local CIS affiliates. By further investing in the affiliate network, Hudson deepened its local commu- nity involvement, while helping CIS to strengthen its academic impact on even more students and schools. In recognition of Hudson’s ongoing commitment to CIS and being “All In” to help students in school and in life, Hudson received the 2022 “All In For Students” Philan- thropic Partner Award. Hudson has now raised nearly $5 million for CIS over its partnership of more than a decade. During the year, Hudson also worked closely with Dufry on the global fundraising efforts for the DEC, which assisted with Ukraine humanitarian relief. As a result, Hudson collected more than $1 million in dona- tions for the relief efforts. In addition to its in-store fundraising, Hudson also sup- ported several other causes throughout the year in its local communities. In the U.S., Hudson participated in a 5 km charity run, hosted a coat and shoe drive at its New Jersey corporate office, and helped with a back- to-school event, amongst other local initiatives. More- over, throughout North America, team members par- ticipated in “Movember,” a global initiative where individuals grow moustaches and beards to raise aware- ness and collect donations for men’s health issues such as prostate cancer, testicular cancer and mental health challenges. One Tree Planted In Canada, our staff organized an Earth Day marketing campaign, working closely with their local airport part- ners. For any in-store purchases totaling over $125, a tree was planted. In total, more than 5,000 trees were planted during the initiative in partnership with One Tree Planted. Charity Water Project in Zurich and Basel Airports Dufry continued the partnership initiated in 2014 with Flughafen Zurich, which, under the name of “Charity Water”, raise funds for charitable causes through the sale of bottled water in the airport. For every bottle of mineral water sold at the price of CHF 2.50, which is obtained from the Adello spring in Adelboden, in the Swiss Alps, 50 centimes are donated to a charitable or- ganization. schnuppe is a Swiss non-profit organization that brings joy and excitement into the lives of children and young people living with an illness or disability. It fulfils the dearest wishes of children and gives the whole family the opportunity for exciting excursions and worry-free family activities. Starting January 2023, Sozialwerk Pfarrer Sieber (So- cial Work Priest Sieber) will be the new beneficiary of this project. Sozialwerk Pfarrer Sieber strives for the greatest possible social reintegration of marginalized people. Where this is not possible due to lack of indi- vidual resources on the part of those affected, they should be able to live with the greatest possible auton- omy with the support of Sozialwerk Pfarrer Sieber and be embedded in a sustainable network of relationships. RgZ Foundation – Fostering unhindered development In Switzerland, Dufry also donated to Foundation RgZ, which is supporting the development, way of life and social integration of children, teenagers and adults with movement disorders, development problems and mental and / or multiple disabilities. Over 3,100 chil- dren, young people and adults were fostered, taught and supported by the 290 RgZ employees in the greater Zurich area in 2022. Support to Children’s Cancer and Leukaemia Group Children’s Cancer and Leukaemia Group (CCLG), a leading children’s cancer charity and the UK and Ire- land’s professional association for those involved in the treatment and care of children with cancer, is the char- ity supported by our UK colleagues. A nominated char- ity is chosen every three years based on the votes of our UK employees and CCLG was the chosen charity partner. Throughout the first year of the partnership, Dufry’s staff in the UK have managed to raise £60,000, which is twice as much money as expected and are in good shape to reach (and exceed) the £100,000 estimated for the three-year partnership. Funds have been raised through several engaging seasonal campaigns, includ- ing Childhood Cancer Awareness Month (CCAM) in September, where staff were involved in selling CCLG’s gold ribbon pin badges, taking part in ‘Bake it Gold’ and ‘Wear it Gold’ days, participating in the ‘C through Sep- tember’ challenge, wearing CCAM T-shirts in store to promote awareness and displaying CCLG’s CCAM graphics and videos on screens in store. Kinderhilfe Sternschnuppe has been the beneficiary of this project, for which CHF 375,400 were raised in the June 2021 to November 2022 period. Kinderhilfe Stern- The funds raised through the partnership will support CCLG to grow and develop their work – which includes the development of expert information resources, which help lessen the anxiety, stress and loneliness 126 4 5 6 4 BLANTYRE | MALAWI “Water for Everyone” is the objective seeked by The One Foundation in Blantyre. 5 THE OCEAN CLEANUP Floating systems are designed to capture plastics ranging from small pieces up to large debris. 6 RIO DE JANEIRO | BRAZIL Dufry´s young professionals program in Brazil is an in sti tu tion amongst Dufry em ploy ees in Brazil. 127 2 Community Engagement DUFRY ANNUAL REPORT 2022 commonly felt by families, giving them support throughout the whole challenging cancer illness peri- ods. Furthermore, the support received will also allow CCLG to expand and fund even more innovative world- class research, driving forward improvements in child- hood cancer treatments. as well as material and financial assistance. With its donations in 2022, 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. The partnership is also providing the opportunity to raise further awareness of childhood cancer. Aware- ness is vitally important, as it can lead to earlier diag- nosis, improving outcomes for children who are able to start treatment sooner, and may mean fewer life- long, life-altering side effects experienced by many survivors of childhood cancer. Nougat and Perfumes to support SOS Children’s Villages Dufry, through its World Duty Free stores in Spain, conducted a special campaign in the December 2022 and January 2023 period. Thanks to the collaboration between World Duty Free, Turrones Carremi and Per- fumes y Diseño (PyD), with one of its Tous fragrances, for every pack of Carremi Mini Turrones purchased during the period, EUR 1 was donated to the campaign and for every Tous EDP fragrance purchased, EUR 3 were donated. The initiative helped to raise over EUR 13,000, which were entirely donated to SOS Chil- dren’s Villages to fund their various projects in Spain. HOME MCR In the UK, World Duty Free supports HOME, a Man- chester-based organisation that presents and pro- duces a range of art forms including theatre, film and visual art, alongside a dynamic community engage- ment programme. Through our engagement HOME will develop and launch HOME Young Creatives, an inspir- ing 12-week arts course in Wythenshawe for young people aged between 12 and 18 led by experienced and knowledgeable artists. The course will develop and broaden young people’s skillsets and aspirations, cul- minating in the creation of their own work. Over 100 young people will be involved in various stages of the project, which will be developed and delivered between February and August 2023. Support to multiple projects in Greece Hellenic Duty Free Shops continued with the ongoing support to Make-A-Wish Hellas, an organization grant- ing wishes of children with critical illnesses to trans- form their lives. For Make-A-Wish, a wish is an inher- ent part of the healing journey, as these help with the regaining of the physical and emotional strength the children need to go through very serious illnesses. Hellenic Duty Free Shops also supports the Galilee Palliative Care Center – which provides palliative med- ical and nursing care along with psychological, social and spiritual support to patients and their families – as well as the Skytali Hellenic Heart-Lung Transplant Association. Moreover, several non-for-profit organizations, includ- ing FOOD BANK, Institution against Hunger and SOS Children’s Villages Hellas, were supported through product donations. 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. Amongst others, these include direct donations to the Prime Minister’s National Relief fund (PMNRF) in India to support disaster victims, and the support of our Armenian operation to the social pro- gramme Children of Armenia Fund (COAF). The main protagonists of many of these actions are our employees, who champion the causes and promote their support through micro-donations, charity runs, bike rides, bake sales and other initiatives to support the many deserving projects. HOME and World Duty Free have worked in partner- ship since 2004 to improve the lives of Wythenshawe communities, running innovative arts projects for a range of beneficiaries across the district. Internally we give voice to these initiatives through our internal communication platforms to recognize the ef- fort, generate awareness and motivate other employ- ees to develop initiatives of their own. 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, Support to communities in Türkiye and Syria To support the people and communities impacted by the devastating earthquake in Türkiye and Syria, Dufry Group has significant combined initiatives of the company and our customers in early 2023. 128 Financial Report 2022 1 Management Report DUFRY ANNUAL REPORT 2022 RESILIENT 2022 PERFORMANCE AND ATTRACTIVE MID-TERM OUTLOOK DEAR ALL We are looking back at a successful 2022 and I am happy to share with you my highlights from a CFO per- spective. Our turnover for the year progressed strongly and reached CHF 6,878.4 million, represent- ing organic growth of 76.1 % versus the previous year (in constant FX). Despite a turbulent year, demand for travel and travel retail returned strongly and we ex- pect it to be sustainable as proven already in the past. Dufry has demonstrated its resilience, which we will further enhance through the combination with Autogrill and the implementation of our strategy «Destination 2027». EBITDA and Cash flow performance above expectations. Before turning to key initiatives from a finance per- spective, I am proud to present our profitability and Equity Free Cash Flow (EFCF) achievements. Despite an environment impacted by inflation, rising interest rates and ongoing travel disruptions, Dufry has deliv- ered a solid EBITDA performance – reaching CHF 606.2 million with a 8.8 % margin. EFCF came in at CHF 305.2 million – equal to a conversion of 50.3 % from EBITDA – and performed well above our expectations at the beginning of the year. With increased visibility as of Q3 2022, we also provided an outlook to the market. Sup- ported by continued robust travel spending – even in the normally weaker fourth quarter – and ongoing cost discipline and cash flow focus, we delivered on our goal presented to the market. With the half-year results 2022, we have introduced a CORE EBITDA concept and related performance indi- cators on top of our IFRS results – following best prac- tice and as suggested by various market participants. For a glossary of financial terms and key performance indicators please see page 239 of this Annual Report. The finance teams have undertaken some tremendous work to provide internally and externally meaningful P & L metrics, which fully reflect our business opera- tions including concessions. These CORE figures con- sider all our concession fees and corresponding pay- ments as a part of our operational results. They better reflect the actual performance of our business, the reality of our concession contracts and are best equipped to follow and evaluate our performance, while we are continuing with our IFRS reporting. We have published historical CORE figures in a consistent manner on our IR website to allow clear comparisons. CORE figures will be applied for the combined busi- ness with Autogrill through full consolidation. We made further progress on strengthening our fi- nancing. Net debt amounted to CHF 2,810.7 million as of December 31, 2022 – the lowest level since 2015. Covenants will be tested again after the end of the covenant holidays in June 2023, with the first testing in September 2023 requiring a 5x leverage level. We reached this level already in December 2022 – well ahead the required deadline – and the combination with Autogrill will improve our leverage profile even further. Moreover, we have closed the 2022 business year with CHF 854.7 million cash on the balance sheet, and additional liquidity of CHF 1,488.3 million result- ing from undrawn credit facilities. We are very confi- dent to achieve any required thresholds in 2023. With the introduction of CORE EBITDA, we agreed with our banking consortium to also base our leverage calcu- lation on net debt / CORE EBITDA. The covenant thresholds will remain unchanged. Dufry has a history to address debt financing well ahead of maturity by aligning products and timing to the respective market environment to achieve the best possible financing. Accordingly, we have already started the refinancing of our 2024 maturities at the end of 2022, and have successfully concluded an agreement with our lending banks consortium for a new EUR 2,085 million Revolving Credit Facility (RCF), replacing the existing EUR 1,300 million RCF and 130 1 Management Report DUFRY ANNUAL REPORT 2022 Dufry delivered on its 2022 targets, even in a challenging environment. With our Destination 2027 strategic focus on long-term top-line growth, sustainable profits and strong risk-adjusted cash flow generation and solid balance sheet, we are well positioned to create sustain- able value for our shareholders. Yves Gerster 131 1 Management Report DUFRY ANNUAL REPORT 2022 2,343 CHF 2,343.0 million liquidity as of end December 2022. USD 550 million Term Loan. The new RCF is maturing in 2027 and comes at attractive terms considering the recent market environment. Covenant requirements are the same as for Dufry’s other outstanding debt. our new strategy in London at this event. It was among my personal highlights during the year to contribute to presenting Destination 2027 while re-connecting with familiar faces and meeting new ones after a break of more than three-years due to the corona pandemic. The refinancing of our main bank credit facilities is an important achievement in many aspects. We have delivered on our commitment to address upcoming maturities significantly ahead of maturity, providing additional flexibility with the higher RCF while main- taining interest expenses stable. With the executed re- financing, we are well positioned for any upcoming fi- nancing requirements in 2023, both related to the combination with Autogrill or for addressing Dufry’s EUR 800 million 2024 bond maturity. Dufry has access to a range of products and strives to balance financ- ing security, maturity profile and cost aspects while also considering market developments. The current available liquidity position of CHF 2,343.0 million, thereof CHF 854.7 million available cash and cash equivalents, provides additional flexibility. Successful refinancing. The current debt profile consists of 84 % fixed rate debt at attractive rates of 3.1 % on a weighted average, while only 16 % of our debt has floating rates. Our rat- ings in 2022 improved to B1 Outlook Stable by Moody’s and B+ CreditWatch Positive by S & P. During 2022, we have continued the close relationship and ongoing interaction with our shareholders, inves- tors, bondholders, equity and debt analysts as well as banks and rating agencies in more than 1,850 interac- tions, thereof 9 roadshows, 8 conferences, 843 meet- ings, 1,012 calls and, last but not least, at our Capital Markets Day (CMD) in September 2022. Around 100 capital market participants have joined us in person, and another 200 attended virtually when we presented 132 Destination 2027. Our new long-term strategy to revolutionize the travel retail experience will impact the financial profile of the company. First, the combination with Autogrill and ex- pansion into travel F & B will change our P & L and cash flow while delivering similar returns as the combined entity will have higher gross profit margins and lower concession fees with longer contract durations. Per- sonnel and other expenses as well as CAPEX require- ments will be higher due to the different profile of the F & B business. Second, our company will become more resilient with new growth opportunities in adjacent markets and ge- ographies as we target a higher conversion rate through the combination of enhanced store concepts, data-driven customer insights and digitalization. Third, and very importantly, we are fostering a culture of operational improvement to fuel profitability, accel- erate cash flow generation, and reinvest in growth. Hereby, the finance teams will support our strive for superior profitability driven by a logic of zero-based budgeting, focused on disproportionally allocating re- sources to activities that make the most impact for the customer, while leveraging technology to simplify work and operations. In addition to the budgeting dis- cipline, Dufry will systematically and actively manage its concession portfolio, with stronger focus on the evaluation of full profitability and cash flow contribu- tion. On top, the combination with Autogrill is ex- pected to generate cost synergies of approx. CHF 85 million at EBITDA level, with an annual conversion to EFCF of around CHF 55 million. 1 Management Report DUFRY ANNUAL REPORT 2022 The finance teams are highly committed to contribute to the strategy implementation, including the integra- tion work over the coming years. As a combined en- tity, we will deliver a very attractive growth, profitabil- ity and cash flow generation profile in the mid-term as we target 5 - 7 % p.a. topline growth, 30 – 40 basis points CORE EBITDA improvements (gross) and above 30 % EFCF conversion. We expect 2023 to be a transi- tion year with an impact on profitability and cash flow, while we continue to grow organically. Despite challenges in the short-term, we are excited about the mid- and long-term opportunities ahead of us and convinced that we can generate value for our shareholders and other stakeholders. We have proven in the past – including the most recent history of Dufry – that we can well manage volatile environments and are therefore confident on 2023. With the full combi- nation with Autogrill and the acceleration of our strat- egy implementation, we will deliver sustainable cash flows for continued growth and value generation. I would like to thank our customers, shareholders, bondholders, banks, analysts, rating agencies, busi- ness 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 opportunities we see on our way ahead. Kind regards, Kind regards, Yves Gerster As our several ESG achievements in 2022 underline, we will keep our commitment to create value for all our stakeholders going forward by further strengthening the implementation of our holistic ESG strategy. In this context, we have also made an additional step in in- creasing transparency on risks and opportunities of our business with the publication of Dufry’s first TCFD-Report (Task-Force on Climate-Related Finan- cial Disclosures). We have also progressed with our Di- versity & Inclusion initiatives, having set the strategic framework and started to implement company-wide trainings and specific programs. D&I complements the range of other training initiatives at Dufry to act as a responsible retailer in all our 62 countries and more than 2,200 locations globally. Personally close is our reinforced community engagement approach with which Dufry intends to make a positive impact across our global network. Managing short-term impacts. We expect 2023 to be a transition year. Macroeco- nomic and geopolitical developments remain a con- cern in the short-term with limited visibility on how in- flation, rising energy prices as well as potential other disruptions might impact consumer sentiment in gen- eral, and travel-related specifically. Looking at former crises, travel retail has been more resilient compared to other areas of discretionary spending, and has especially seen a faster rebound versus passenger numbers. We are cautiously optimis- tic going into 2023 while we continue our diligent ap- proach on cost and cash flow management. With our global exposure, we are naturally well hedged with re- spect to FX fluctuations from an operational perspec- tive, however it is important to consider translational effects from currency developments when compar- ing turnover with previous years. 133 3 Financial Report DUFRY ANNUAL REPORT 2022 CORE AND IFRS PROFIT OR LOSS IN MILLIONS OF CHF Turnover Cost of sales Gross profit Concession expenses (CORE) / Lease expenses (IFRS) Personnel expenses Depreciation and amortization (IFRS) (Impairment) / Reversal of impairment, net (IFRS) Other expenses (CORE) / Other expenses (IFRS) Other income (CORE) / Other income (IFRS) CORE EBITDA / Operating profit / (loss) (IFRS) Depreciation, amortization and impairment (CORE) CORE EBIT / Operating profit / (loss) (IFRS) Financial result (CORE) / Financial result (IFRS) CORE Profit before taxes / Profit / (loss) before taxes (IFRS) Income tax (CORE) / Income tax (IFRS) CORE Net profit / (loss) / Net profit / (loss) (IFRS) CORE CASH FLOW IN MILLIONS OF CHF CORE EBITDA CORE 2022 6,878.4 (2,684.6) 4,193.8 (2,029.9) (997.9) – – IN % 100.0% (39.0% ) 61.0% (29.5% ) (14.5% ) – – CORE 2021 3,915.4 (1,704.4) 2,211.0 (815.0) (635.4) – – IN % 100.0% (43.5% ) 56.5% (20.8% ) (16.2% ) – – IFRS 2022 IFRS 2021 6,878.4 (2,684.6) 4,193.8 (1,081.9) (997.9) (1,111.5) 3,915.4 (1,704.4) 2,211.0 176.4 (635.4) (1,210.0) 16.9 (280.5) (620.7) (9.0% ) (428.5) (10.9% ) (578.7) (381.6) 60.9 0.9% 53.9 1.4% 61.7 53.9 606.2 8.8% 386.0 9.9% 502.4 (66.2) (135.5) (2.0% ) (256.1) (6.5% ) – – 470.7 6.8% 129.9 3.3% 502.4 (66.2) (175.6) (2.6% ) (253.4) (6.5% ) (305.6) (341.6) 295.1 4.3% (123.5) (3.2% ) 196.8 (407.8) (105.5) (35.8% ) (71.0) (57.5% ) (76.2) 42.6 189.6 2.8% (194.5) (5.0% ) 120.6 (365.2) Other non-cash items and changes in lease obligations (MAG related) Changes in net working capital Capital expenditures Cash flow related to minorities Dividends from associates Income taxes paid Cash flow before financing Interest, net Other financing items Equity free cash flow Financing activities, net Foreign exchange adjustments and other Decrease / (Increase) in net debt – at the beginning of the period – at the end of the period 2022 606.2 79.6 (4.6) (110.1) (65.0) 2.7 (76.1) 432.7 (134.1) 6.6 305.2 (20.3) (16.1) 268.8 3,079.5 2,810.7 2021 386.0 (238.9) 75.7 (88.1) (24.4) – (19.8) 90.5 (129.9) 6.0 (33.4) 343.8 (45.7) 264.7 3,344.2 3,079.5 134 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 FINANCIAL STATEMENTS 2022 CONTENT Consolidated Financial Statements Consolidated statement of profit or loss 136 Consolidated statement of other comprehensive income 137 138 Consolidated statement of financial position 139 – 140 Consolidated statement of changes in equity 141– 142 Consolidated statement of cash flows 143– 219 Notes to the consolidated financial statements 220 – 223 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 224 225 226– 236 237– 238 135 1353 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 136CONSOLIDATED STATEMENT OF PROFIT OR LOSSFOR THE YEAR ENDED DECEMBER 31, 2022 IN MILLIONS OF CHFNOTE20222021Net sales7 6,721.2 3,826.8 Advertising income 157.2 88.6 Turnover 6,878.4 3,915.4 Cost of sales (2,684.6) (1,704.4)Gross profit 4,193.8 2,211.0 Lease expenses8 (1,081.9) 176.4 Personnel expenses9 (997.9) (635.4)Depreciation and amortization10 (1,111.5) (1,210.0)Impairment10 (49.3) (463.3)Reversal of impairment10 66.2 182.8 Other expenses11 (578.7) (381.6)Other income12 61.7 53.9 Operating profit / (loss) 502.4 (66.2)Finance expenses13 (350.9) (364.9)Finance income13 68.5 25.9 Foreign exchange gain / (loss) (23.2) (2.6)Profit / (loss) before taxes 196.8 (407.8)Income tax14 (76.2) 42.6 Net profit / (loss) 120.6 (365.2)ATTRIBUTABLE TONon-controlling interests 62.4 20.2 Equity holders of the parent 58.2 (385.4)EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENTBasic earnings per share in CHF26.2 0.63 (4.39)Diluted earnings per share in CHF26.2 0.62 (4.39)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 137IN MILLIONS OF CHFNOTE20222021Net profit / (loss) 120.6 (365.2)OTHER COMPREHENSIVE INCOMERemeasurements of post-employment benefit plans15 (37.6) 77.9 Income tax14, 15 4.1 (11.6)Items not being reclassified to net income in subsequent periods, net of tax (33.5) 66.3 Exchange differences on translating foreign operations15 (91.6)81.3Net gain / (loss) on hedge of net investment in foreign operations (3.6) (7.9)Fair value gain / (loss) on cash flow hedging instruments15––Share of other comprehensive income of associates15, 20 0.5 0.2 Income tax on above positions14, 15––Items to be reclassified to net income in subsequent periods, net of tax (94.7) 73.6 Total other comprehensive income, net of tax (128.2) 139.9 Total comprehensive income, net of tax (7.6) (225.3)ATTRIBUTABLE TONon-controlling interests 60.4 19.8 Equity holders of the parent (68.0) (245.1)CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED DECEMBER 31, 20223 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 138CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAT DECEMBER 31, 2022IN MILLIONS OF CHFNOTE31.12.202231.12.2021ASSETSProperty, plant and equipment16 314.3 329.1 Right-of-use assets17 2,567.8 3,120.8 Intangible assets18 1,477.8 1,737.3 Goodwill18 2,272.2 2,360.0 Investments in associates 24.4 15.2 Deferred tax assets31 145.4 179.9 Net defined benefit assets33 17.0 55.0 Other non-current assets21 155.8 215.3 Non-current assets 6,974.7 8,012.6 Inventories22 928.4 692.2 Trade and credit card receivables23 62.3 85.3 Other accounts receivable24 467.6 371.8 Income tax assets 21.9 35.0 Cash and cash equivalents29.1 854.7 793.5 Current assets 2,334.9 1,977.8 Total assets 9,309.6 9,990.4 LIABILITIES AND SHAREHOLDERS’ EQUITYEquity attributable to equity holders of the parent25 893.0 956.6 Non-controlling interests27 73.1 77.9 Total equity 966.1 1,034.5 Borrowings28 3,452.3 3,771.7 Lease obligations29 2,010.2 2,558.5 Deferred tax liabilities31 221.4 275.4 Provisions32 44.0 30.9 Employee benefit obligations33 12.3 11.5 Other non-current liabilities30 29.3 46.7 Non-current liabilities 5,769.5 6,694.7 Trade payables 486.4 335.1 Borrowings28 122.7 45.3 Lease obligations29 992.4 1,077.9 Income tax payables 42.1 61.3 Provisions32 89.3 88.4 Other liabilities30 841.1 653.2 Current liabilities 2,574.0 2,261.2 Total liabilities 8,343.5 8,955.9 Total liabilities and shareholders’ equity 9,309.6 9,990.4 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 139CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED DECEMBER 31, 2022ATTRIBUTABLE 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 EQUITY Balance at January 1, 2022 454.0 4,542.2 (1.3) 60.3 35.4 (450.9) (3,683.1) 956.6 77.9 1,034.5 Net profit / (loss) of the period–––––– 58.2 58.2 62.4 120.6 Other comprehensive income / (loss)15–––– (33.7) (92.5)– (126.2) (2.0) (128.2)Total comprehensive income / (loss) for the period–––– (33.7) (92.5) 58.2 (68.0) 60.4 (7.6)TRANSACTIONS WITH OR DISTRIBUTIONS TO SHAREHOLDERSDividends to non-controlling interests–––––––– (74.6) (74.6)Purchase of treasury shares26.1–– (21.6)–––– (21.6)– (21.6)Share-based payments25–––––– 16.4 16.4 – 16.4 Total transactions with or distributions to owners–– (21.6)––– 16.4 (5.2) (74.6) (79.8)CHANGES IN OWNERSHIP INTERESTS IN SUBSIDIARIESPut-option held by non-controlling interests–––––– 13.4 13.4 5.1 18.5 Other changes in participation of non-controlling interests–––––– (3.8) (3.8) 4.3 0.5 Changes in participation of non-controlling interests27–––––– 9.6 9.6 9.4 19.0 Balance at December 31, 2022 454.0 4,542.2 (22.9) 60.3 1.7 (543.4) (3,598.9) 893.0 73.1 966.1 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 140CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED DECEMBER 31, 2022ATTRIBUTABLE 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 EQUITY Balance 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 transaction 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 2022 141CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE YEAR ENDED DECEMBER 31, 2022IN MILLIONS OF CHFNOTE20222021CASH FLOWS FROM OPERATING ACTIVITIESProfit / (loss) before taxes 196.8 (407.8)ADJUSTMENTS FOR:Depreciation and amortization10 1,111.5 1,210.0 Impairment10 49.3 463.3 Reversal of impairment10 (66.2) (182.8)Increase / (decrease) in allowances and provisions 64.7 48.3 Other non-cash items 8.7 (3.3)Relief of lease obligations8 (80.2) (847.1)Loss / (gain) on sale of non-current assets (0.6) 0.2 Loss / (gain) on foreign exchange differences 23.2 2.6 Finance expense13 350.9 364.9 Finance income13 (68.5) (25.9)Cash flow before working capital changes 1,589.6 622.4 Decrease / (increase) in trade and other accounts receivable (28.7) (137.5)Decrease / (increase) in inventories (288.2) (26.5)Increase / (decrease) in trade and other accounts payable 312.3 239.6 Dividends received from associates20 2.7 –Cash generated from operations 1,587.7 698.0 Income tax paid (76.1) (19.8)Net cash flows from operating activities 1 1,511.6 678.2 CASH FLOW USED IN INVESTING ACTIVITIESPurchase of property, plant and equipment (97.4) (74.3)Purchase of intangible assets18 (15.9) (16.9)Purchase of financial assets (0.1) (0.1)Purchase of interest in associates– (4.9)Proceeds from lease income 4.0 3.1 Repayment of loans receivable granted 4.1 4.7 Proceeds from sale of property, plant and equipment 3.2 3.1 Proceeds from sale of financial assets 2.6 1.5 Interest received 2 30.8 11.0 Business combinations, net of cash 1.1 –Proceeds from sale of interests in subsidiaries 0.2 –Net cash flows used in investing activities (67.4) (72.8)1 Includes variable lease payments of CHF 1.109.5 (2021: 586.7) million.2 Interest received are disclosed in cash flow from investing activities (consistent to prior year).3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 142IN MILLIONS OF CHFNOTE20222021CASH FLOW FROM FINANCING ACTIVITIESTransaction costs for financial instruments 329 (16.8) (56.1)Transaction costs for equity instruments– (2.6)Proceeds from / (repayment) of 3 rd party loans29 (1.8) 8.1 Proceeds from issue of notes29– 1,599.3 Proceeds from borrowings29– 642.9 Payment of derivatives interests29 (14.2)–Repayment of borrowings29 (152.2) (1,689.0)Dividends paid to non-controlling interests (68.3) (21.1)Purchase of treasury shares26.3 (21.6)–Contributions (paid to) / from non-controlling interests 3.3 1.6 Lease payments29 (907.8) (478.4)Interest paid 4 (164.9) (140.9)Net cash flows used in financing activities (1,344.3) (136.2)Currency translation on cash29 (38.7) (36.0)Increase / Decrease in cash and cash equivalents 61.2 433.2 CASH AND CASH EQUIVALENTS AT THE– beginning of the period29.1 793.5 360.3 – end of the period29.1 854.7 793.5 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, 20223 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 143NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 20221. 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 2.200 shops worldwide. The shares of the Company are listed on the Swiss Stock Exchange (SIX) in Zurich.On February 3rd, 2023 the Company obtained control over Autogrill S.p.A. Group, one of the world’s leading travel food and beverage companies. For further infor-mation refer to note 42.1.The consolidated financial statements of Dufry AG and its subsidiaries (Dufry or the “Group”) for the year ended December 31, 2022 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 2, 2023, and are subject to the approval of the Annual General meeting to be held on May 8, 2023.2. 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 2022 1442.1.1 Going concernIn 2022, Dufry’s performance was characterized by a strong recovery of the travel retail industry, resulting in increasing sales in most regions where Dufry operates. In relation to the upcoming financing need for the combination with Autogrill, Dufry has as of the date of issuance of the consolidated financial statements obtained: –all necessary approvals from its shareholders to create sufficient new shares needed in the transaction; –a corresponding bridge financing; and –sufficient liquidity to fulfill its potential full obligation to compensate remaining Autogrill shareholder as per of the mandatory tender process.For more information on the transaction with Autogrill, please refer to Note 42. The consolidated financial statement are prepared applying on a going concern basis.2.1.2 Russia’s invasion of UkraineOn February 24, 2022, the Russian Federation initiated a military attack on Ukraine. In Ukraine, the Dufry Group only has operations at the Airport in Odessa, which are suspended due to the conflict.The Russian travel market has a very low significance for Dufry Group - since Dufry operations in Russia, operated through a local JV, only represents 1.7 % of the 2022 Group’s net sales (2021: 2.2 %).However, any further deterioration of the economic situation in Russia or escala-tion in the hostilities between Russia and Ukraine as well as any restrictions of Rus-sian passengers to national or international travel may adversely affect Dufry’s business, including its operations in countries that have traditionally been popu-lar with Russian tourists.The Group cannot predict the outcome of the conflict but is monitoring the situ-ation very closely.2.2 BASIS OF CONSOLIDATIONThe consolidated financial statements of Dufry comprise all entities directly or indirectly controlled by Dufry (its subsidiaries) as at December 31, 2022 and December 31, 2021 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 2022 145If 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.2.3 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 2022 146b) 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 CHF2022202131.12.202231.12.20211 USD0.95460.91400.92440.91221 EUR1.00491.08110.98961.03731 GBP1.17931.25741.11861.2345c) 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. 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, deducting discounts and excluding sales taxes.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 147d) 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 first half-year 2022 (note 2.4). Under defined circumstances, the amendment allows to consider that renegotiations related to COVID-19 are not modifications, and can be recog-nized 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 2022 148Re-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 2022 149Deferred 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 years3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 150m) 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 2022 151b) 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 2022 152r) 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 transport cost. Dufry purchases most of the inventory centrally and provides the subsidiaries 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 2022 153t) 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 pre-sented in the cash flow from financing. In case the lease payments are higher due to variable fee clauses, these amounts are presented as cash outflow from oper-ations.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 154w) 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 accor-dance 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 2022 155x) 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 2022 156Equity 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 associ-ated with its debt instruments carried at amortized cost and FVOCI. For trade re-ceivables, 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 2022 157own 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 des-ignates only the intrinsic value of the options as the hedging instrument.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 158Gains 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 2022 1592.4 CHANGES IN ACCOUNTING POLICY AND DISCLOSURES New and amended standards and interpretationsThe 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, 2022).New and amended standards adopted by the Group- IFRS 3: Reference to the Conceptual Framework- IAS 37: Onerous Contracts – Costs of Fulfilling a Contract- IAS 16: PP&E: Proceeds before Intended Use- AIP 2018-2020: IFRS 1, IFRS 9, IFRS 16, IAS 41The amendments apply for the first time in 2022, but do not have a 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 above mentioned new or amended stan-dards, except for reclassification of impairment and impairment reversals in the statement of profit or loss and for the COVID-19 related rent concessions:Reclassification of impairment and impairment reversals in the statement of profit or lossAs of 2022, the impairment and the impairment reversals were reclassified and presented in separate lines for the prior year.COVID-19 related rent concessions – Amendment to IFRS 16On 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 2022 a net relief of lease obligations of CHF 80.2 (2021: 847.1) million presented as lease (expense) / income (see note 8).3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 1603. 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 19.4. NEW AND REVISED STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET ADOPTED / EFFECTIVECertain new accounting standards and interpretations were issued that are not effective for 2022. 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 2022 1615. 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 Global Executive Committee, which represents the Chief Operating Decision Maker (CODM), using geographical segments and the global distribution centers as an additional segment.In 2022, the Group implemented the CORE EBITDA (Non-GAAP) KPI which is used by the Global Executive Committee to monitor the Group’s performance. This in-dicator provides the most relevant view on our business and represents an oper-ational KPI excluding the accounting impact resulting from IFRS 16 related profit or loss line items (i.e. depreciation of right-of-use assets and lease interest) and adding the relevant concession fee owed based on the corresponding concession agreement. Please refer to pages 239 - 246 for details on Dufry’s alternative per-formance measures.Information reported to the Global 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:TURNOVER2022 IN MILLIONS OF CHFwith external customerswith other divisionsTOTALCORE EBITDA (unaudited)EMPLOYEES (FTE) (unaudited)Europe, Middle East and Africa (EMEA) 1 3,586.0 – 3,586.0 449.4 10,353 Asia Pacific 165.9 – 165.9 (5.8) 810 The Americas 1 2,918.3 – 2,918.3 456.9 12,046 Global Distribution Centers 2 208.2 1,303.5 1,511.7 (294.3) 583 Total divisions 6,878.4 1,303.5 8,181.9 606.2 23,792 Eliminations– (1,303.5) (1,303.5)––Total 6,878.4 – 6,878.4 606.2 23,792 TURNOVER2021 IN MILLIONS OF CHFwith external customerswith other divisionsTOTALCORE EBITDA (unaudited)EMPLOYEES (FTE) (unaudited)Europe, Middle East and Africa (EMEA) 1 1,723.8 – 1,723.8 425.5 8,767 Asia Pacific 99.0 – 99.0 11.5 577 The Americas 1 1,728.5 – 1,728.5 179.1 10,105 Global Distribution Centers 2 364.1 666.2 1,030.3 (230.1) 497 Total divisions 3,915.4 666.2 4,581.6 386.0 19,946 Eliminations– (666.2) (666.2)––Total 3,915.4 – 3,915.4 386.0 19,946 1 Dufry Group generated 21.4 % (2021: 25.5 %) of its turnover in the US and 14.7 % (2021: 9.7 %) of is turnover in United Kingdom.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 4.0 % (2021: 5.0 %) of its turnover with external customers in Switzerland (domicile).3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 162Profit or loss reconciliation IFRS / COREPlease refer to pages 241 - 242 in Dufry’s alternative performance measures chap-ter for more details on the reconciliation between the IFRS and CORE profit or loss.2022 IN MILLIONS OF CHFIFRSAcquisition related Adjustments (unaudited)CORE Adjustments (unaudited)CORE (unaudited)Gross profit 4,193.8 –– 4,193.8 Leases expenses (IFRS) / Concession expenses (CORE) (1,081.9)– (948.0) (2,029.9)Personnel expenses (997.9)–– (997.9)Depreciation and amortization (1,111.5) 158.3 953.2 –(Impairment) / Reversal of impairment, net 16.8 15.6 (32.4)–Other expenses (IFRS) / Other expenses (CORE) (578.7)– (42.0) (620.7)Other income (IFRS) / Other income (CORE) 61.8 – (0.9) 60.9 Operating profit / CORE EBITDA 502.4 173.9 (70.1) 606.2 Depreciation, amortization and impairment (CORE)–– (135.5) (135.5)Operating profit / CORE EBIT 502.4 173.9 (205.6) 470.7 Financial result (IFRS) / Financial result (CORE) (305.6)– 130.0 (175.6)Profit before taxes / CORE Profit before taxes 196.8 173.9 (75.6) 295.1 Income tax (IFRS) / Income tax (CORE) (76.2) (37.1) 7.8 (105.5)Net profit / CORE Net profit 120.6 136.8 (67.8) 189.6 2021 IN MILLIONS OF CHFIFRSAcquisition related Adjustments (unaudited)CORE Adjustments (unaudited)CORE (unaudited)Gross profit 2,211.0 –– 2,211.0 Leases expenses (IFRS) / Concession expenses (CORE) 176.4 – (991.4) (815.0)Personnel expenses (635.4)–– (635.4)Depreciation and amortization (1,210.0) 195.5 1,014.5 –(Impairment) / Reversal of impairment, net (280.5) 224.0 56.5 –Other expenses (IFRS) / Other expenses (CORE) (381.7)– (46.8) (428.5)Other income (IFRS) / Other income (CORE) 54.0 – (0.1) 53.9 Operating profit / (loss) / CORE EBITDA (66.2) 419.5 32.7 386.0 Depreciation, amortization and impairment (CORE)–– (256.1) (256.1)Operating profit / (loss) / CORE EBIT (66.2) 419.5 (223.4) 129.9 Financial result (IFRS) / Financial result (CORE) (341.6)– 88.2 (253.4)Profit / (loss) before taxes / CORE Profit before taxes (407.8) 419.5 (135.2) (123.5)Income tax (IFRS) / Income tax (CORE) 42.6 (128.0) 14.4 (71.0)Net profit / (loss) / CORE Net profit (365.2) 291.5 (120.8) (194.5)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 163Financial position and other disclosures31.12.2022 IN MILLIONS OF CHFTOTAL ASSETSTOTAL LIABILITIESINCOME TAX (EXPENSE) / INCOMECAPITAL EXPENDITURE PAIDDEPRECIATION AMORTIZATION AND IMPAIRMENTEurope, Middle East and Africa (EMEA)1 4,878.4 3,065.6 (11.7) (35.7) (667.7)Asia Pacific 193.4 384.6 – (4.8) (35.4)The Americas 2 3,463.0 3,268.9 (64.7) (59.3) (375.2)Global Distribution Centers 1,399.9 3,531.0 1.2 (13.2) (15.0)Total divisions 3 9,934.7 10,250.1 (75.2) (113.0) (1,093.3)Unallocated positions 4 41.0 3,045.5 (1.0) (0.3) (1.4)Eliminations (666.1) (4,952.1)–––Total 9,309.6 8,343.5 (76.2) (113.3) (1,094.7)31.12.2021 IN MILLIONS OF CHFTOTAL ASSETSTOTAL LIABILITIESINCOME TAX (EXPENSE) / INCOMECAPITAL EXPENDITURE PAIDDEPRECIATION AMORTIZATION AND IMPAIRMENTEurope, Middle East and Africa (EMEA)1 5,580.2 3,657.9 (48.6) (29.4) (557.7)Asia Pacific 216.5 402.9 (0.9) (1.1) (71.4)The Americas 2 3,390.8 3,183.5 94.4 (47.3) (835.9)Global Distribution Centers 1,468.0 3,618.1 (2.4) (12.8) (24.2)Total divisions 3 10,655.5 10,862.4 42.5 (90.6) (1,489.2)Unallocated positions 4 91.5 3,243.0 0.1 (0.6) (1.3)Eliminations (756.7) (5,149.5)–––Total 9,990.4 8,955.9 42.6 (91.2) (1,490.5)1 Within Dufry Group, 9.4 % (2021: 8.9 %) of the total non-current assets are located in Switzerland (domicile).2 Within Dufry Group, 15.1 % (2021: 14.2 %) of the total non-current assets are located in the US.3 Before Inter-segment elimination. Change to prior years disclosure.4 Total liabilities contain 3rd party financing.Reconciliation of assets IN MILLIONS OF CHF31.12.202231.12.2021Operating assets 9,934.7 10,655.5 Current assets of corporate and holding companies 26.4 47.8 Non-current assets of corporate and holding companies 14.6 43.8 Eliminations (666.1) (756.7)Total assets 9,309.6 9,990.4 Reconciliation of liabilities IN MILLIONS OF CHF31.12.202231.12.2021Operating liabilities 10,250.1 10,862.4 Borrowings of corporate and holding companies, current 0.2 0.2 Borrowings of corporate and holding companies, non-current 2,999.0 3,188.8 Other non-segment liabilities 46.3 54.0 Eliminations (4,952.1) (5,149.5)Total liabilities 8,343.5 8,955.9 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 1646. ACQUISITIONS OF BUSINESSESThere were no significant transactions during 2022 and 2021.On February 3rd, 2023, Dufry successfully closed the transfer of the 50.3% stake of Autogrill S.p.A. Please refer to note 42.1 for further details.7. NET SALESNet sales by product categories:IN MILLIONS OF CHFEMEAASIA PACIFICTHE AMERICASGLOBAL DC2022EMEAASIA PACIFICTHE AMERICASGLOBAL DC2021Perfumes and Cosmetics 1,279.1 56.5 511.0 73.6 1,920.2 612.5 49.7 241.6 273.1 1,176.9 Food, Confectionery and Catering 490.8 6.8 940.5 3.2 1,441.3 228.4 0.4 601.4 3.0 833.2 Wine and Spirits 619.5 50.4 446.4 25.7 1,142.0 306.1 4.2 313.6 36.5 660.4 Luxury goods 249.2 25.8 296.5 0.6 572.1 120.1 33.5 153.3 2.7 309.6 Tobacco goods 785.3 6.8 104.1 0.3 896.5 367.7 2.1 60.0 0.1 429.9 Electronics 13.0 2.0 168.5 – 183.5 4.9 0.5 97.0 – 102.4 Literature and Publications 9.6 – 93.0 – 102.6 4.1 – 63.1 – 67.2 Other 117.4 15.6 329.9 0.1 463.0 62.3 7.6 175.8 1.5 247.2 Total 3,563.9 163.9 2,889.9 103.5 6,721.2 1,706.1 98.0 1,705.8 316.9 3,826.8 Net sales by market sector:IN MILLIONS OF CHFEMEAASIA PACIFICTHE AMERICASGLOBAL DC2022EMEAASIA PACIFICTHE AMERICASGLOBAL DC2021Duty-free 2,249.6 139.0 1,468.9 0.4 3,857.9 1,095.8 55.6 682.3 0.7 1,834.4 Duty-paid 1,314.3 24.9 1,421.0 103.1 2,863.3 610.3 42.4 1,023.5 316.2 1,992.4 Total 3,563.9 163.9 2,889.9 103.5 6,721.2 1,706.1 98.0 1,705.8 316.9 3,826.8 Net sales by channel:IN MILLIONS OF CHFEMEAASIA PACIFICTHE AMERICASGLOBAL DC2022EMEAASIA PACIFICTHE AMERICASGLOBAL DC2021Airports 3,391.9 132.1 2,621.5 – 6,145.6 1,605.4 45.6 1,571.8 – 3,222.8 Border, downtown and hotel shops 70.0 16.9 91.5 – 178.3 40.2 43.7 59.9 – 143.8 Cruise liners and seaports 55.1 – 134.4 – 189.5 29.7 – 46.6 – 76.3 Railway stations and other 47.0 14.9 42.5 103.5 207.8 30.8 8.7 27.5 316.9 383.9 Total 3,563.9 163.9 2,889.9 103.5 6,721.2 1,706.1 98.0 1,705.8 316.9 3,826.8 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 1658. LEASE (EXPENSES) / INCOME IN MILLIONS OF CHF20222021Lease expenses 1 (1,168.9) (692.2)Lease expenses short-term contracts (15.2) (3.7)Lease expenses low value contracts (0.7) (0.8)Sublease income from right-of-use assets 10.7 11.8 Relief of lease obligations 2 80.2 847.1 Change in provision for onerous contract 12.0 14.2 Total (1,081.9) 176.4 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 2.4 COVID-19 related rent concessions - Amendment to IFRS 16.A part of the Company’s 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 pay-ments exceeding the MAG are presented as lease expenses and are normally cal-culated as a percentage of sales. Other lease contracts require only variable pay-ments, 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 2022 1669. PERSONNEL EXPENSES IN MILLIONS OF CHF20222021Salaries and wages (773.8) (485.8)Social security expenses (129.9) (87.4)Retirement benefits (12.9) (14.2)Other personnel expenses (81.3) (48.0)Total 1 (997.9) (635.4)1 Dufry received CHF 6.1 (2021: 38.3) million government support in relation to personnel expenses.10. DEPRECIATION, AMORTIZATION AND IMPAIRMENT IN MILLIONS OF CHF20222021Depreciation of property, plant and equipment (112.7) (138.0)Impairment of property, plant and equipment (1.4) (73.1)Reversal of impairment of property, plant and equipment 0.2 10.1 Subtotal property, plant and equipment (note 16) (113.9) (201.0)Depreciation of right-of-use assets (818.9) (837.4)Impairment of right-of-use assets (15.0) (122.2)Reversal of impairment of right-of-use assets 48.7 166.3 Subtotal right-of-use assets (note 17) (785.2) (793.3)Amortization of intangible assets (180.0) (234.6)Impairment of intangible assets and goodwill (32.9) (268.0)Reversal of impairment of intangible assets and goodwill 17.3 6.4 Subtotal intangible assets and goodwill (note 18) (195.6) (496.2)Total (1,094.7) (1,490.5)Aggregated information of reversal of impairments per division (segment)20222021IN MILLIONS OF CHFProperty, plant and equipmentRight-of-use assetsIntangible assets and goodwillProperty, plant and equipmentRight-of-use assets Intangible assets and goodwillEurope, Middle East and Africa (EMEA) 0.2 46.1 – 9.9 166.3 –Asia Pacific– 2.6 – 0.2 ––The Americas–– 17.3 –– 6.4 Total 0.2 48.7 17.3 10.1 166.3 6.4 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 167Aggregated information of impairments per division (segment)20222021IN MILLIONS OF CHFProperty, plant and equipmentRight-of-use assetsIntangible assets and goodwillProperty, plant and equipmentRight-of-use assets Intangible assets and goodwill 1Europe, Middle East and Africa (EMEA) (1.4)– (32.9) (15.4) (38.8) (0.7)Asia Pacific––– (6.7) (0.8)–The Americas– (15.0)– (51.0) (82.6) (267.3)Total (1.4) (15.0) (32.9) (73.1) (122.2) (268.0)1 Includes impairment of goodwill of CHF 21.6 million for division The Americas.In 2022, Dufry’s performance was characterized by a strong recovery of the travelretail industry, resulting in increasing sales in most regions where Dufry operates. However, the level of recovery was not the same for all countries. Whereas some operations performance was better than expected, other operations recovered only slower than expected.For further details, please refer to note 19 – Impairment test of tangible and intan-gible assets.11. OTHER EXPENSES IN MILLIONS OF CHF20222021Repairs and maintenance (44.8) (36.6)Utilities (37.9) (23.9)Credit card expenses (101.3) (57.3)Professional advisor expenses (70.7) (46.6)IT expenses (56.1) (47.3)Freight & packaging material (45.9) (22.1)Acquisition related transaction costs 1 (20.3) (1.3)Consulting expenses for projects (16.7) (7.0)Other operational expenses (25.1) (35.8)Advertising expenses (9.1) (13.2)Office and admin expenses (22.0) (19.5)Travel, car, entertainment and representation (15.2) (7.8)Franchise fees and commercial services (30.1) (14.5)Public relations expenses (14.2) (6.0)Taxes, other than income tax expense (38.8) (21.0)Ancillary premises expenses (7.4) (6.5)Insurances (17.5) (10.9)Bank expenses (5.6) (4.3)Total (578.7) (381.6)1 Transaction costs in 2022 include costs in relation to business combination transactions mainly in Dufry International AG.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 16812. OTHER INCOME IN MILLIONS OF CHF20222021Selling income 41.2 16.4 Other operating income 1 20.5 37.5 Total 61.7 53.9 1 In 2022, other operating income includes government support of CHF 10.0 (2021: 17.8) million.13. FINANCE INCOME AND FINANCE EXPENSESFINANCE INCOME FINANCE INCOMEIN MILLIONS OF CHF20222021INCOME ON FINANCIAL ASSETSInterest income on current deposits 28.0 11.0 Interest income on 3 rd party loans 2.5 4.6 Other finance income 1 24.7 5.8 Interest income on financial assets 55.2 21.4 INCOME FROM FINANCIAL INVESTMENTS AND ASSOCIATESShare of result in associates 10.7 3.0 Gain on disposal of financial investments 2.6 1.5 Income from financial investments and associates 13.3 4.5 Total finance income 68.5 25.9 FINANCE EXPENSESEXPENSES ON FINANCIAL LIABILITIESInterest expense (284.6) (250.2)of which lease interest 2 (127.6) (109.8)of which bank interest (130.5) (113.0)of which bank commitment fees (12.8) (12.8)of which bank guarantees commission expense (5.0) (5.0)of which related to other financial liabilities (8.7) (9.6)Amortization / write off of arrangement fees (18.3) (18.6)Impairment on other financial assets (2.6) (45.0)Other finance costs 3 (45.4) (49.1)Interest expense on financial liabilities (350.9) (362.9)EXPENSES ON NON-FINANCIAL LIABILITIESInterest expense– (2.0)Interest and other finance expenses– (2.0)Total finance expenses (350.9) (364.9)1 In 2022, contains CHF 24.1 million gains of interest financial derivatives.2 Contains gain in relation to modifications of lease contracts of CHF 6.0 (2021: 33.6 million).3 In 2022, contains CHF 38.7 million losses of interest financial derivatives. In 2021, contains incentives for early conversion of bonds of CHF 28.8 million.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 16914. INCOME TAXESINCOME TAX RECOGNIZED IN THE CONSOLIDATED STATEMENT OF PROFIT OR LOSSIN MILLIONS OF CHF20222021Current Income tax income / (expense) (73.1) (48.1)of which corresponding to the current period (79.7) (44.5)of which adjustments recognized in relation to prior years 6.6 (3.6)Deferred Income tax income / (expense) (3.1) 90.7 of which related to the origination or reversal of temporary differences (23.7) 95.6 of which adjustments recognized in relation to prior years 23.1 32.5 of which relates to foreign exchange movements 1 (2.5) (7.3)of which adjustments due to change in tax rates– (30.1)Total (76.2) 42.6 INCOME TAX RECONCILIATIONIN MILLIONS OF CHF20222021Consolidated profit / (loss) before taxes 196.8 (407.8)Expected tax rate in %21.8% 22.2% Income tax at the expected rate (43.0) 90.4 EFFECT OFIncome not subject to income tax 3.6 (0.3)Different tax rates for subsidiaries in other jurisdictions (0.8) 0.7 Effect of changes in tax rates on previously recognized deferred tax assets and liabilities– (30.1)Non-deductible expenses (7.1) (4.3)Permanent differences (5.7) (14.1)Losses of the year for which no deferred tax asset is recognized (52.5) (110.2)Net change of recognition of temporary differences and tax credits (0.4) 92.7 Non recoverable withholding taxes (10.1) (1.8)Income taxes in non-controlling interest holders 14.0 (1.4)Adjustments recognized in relation to prior year 29.7 28.9 Foreign exchange movements on deferred tax balances 1 (2.5) (7.3)Other items (1.4) (0.6)Total (76.2) 42.6 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.The expected tax rate in % approximates the average income tax rate of the countries where the Group is active, weighted by the profitability of the respective operations adjusted for impairments. For 2022, there were no major changes in tax rates noted for countries in which Dufry is operating.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 170DEFERRED INCOME TAX RECOGNIZED IN OTHER COMPREHENSIVE INCOME OR IN EQUITYIN MILLIONS OF CHF20222021RECOGNIZED IN OTHER COMPREHENSIVE INCOMEActuarial gains / (losses) on defined benefit plans 4.1 (11.6)Total 4.1 (11.6)RECOGNIZED IN EQUITYTax effect on share-based payments––Total––15. COMPONENTS OF OTHER COMPREHENSIVE INCOMEATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT2022 IN MILLIONS OF CHFEmployee benefit reserveTranslation reservesRetained earningsTOTALNON-CONTROL-LING INTERESTSTOTAL EQUITYRemeasurement of post-employment benefits plans (37.8)–– (37.8) 0.2 (37.6)Income tax effect 4.1 –– 4.1 – 4.1 Subtotal (33.7)–– (33.7) 0.2 (33.5)Exchange differences on translating foreign operations– (89.4)– (89.4) (2.2) (91.6)Subtotal– (89.4)– (89.4) (2.2) (91.6)Net gain / (loss) on hedge of net investment in foreign operations (note 28.1)– (3.6)– (3.6)– (3.6)Income tax effect––––––Subtotal– (3.6)– (3.6)– (3.6)Share of other comprehensive income of associates– 0.5 – 0.5 – 0.5 Subtotal– 0.5 – 0.5 – 0.5 Other comprehensive income (33.7) (92.5)– (126.2) (2.0) (128.2)ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT2021 IN MILLIONS OF CHFEmployee benefit reserveTranslation reservesRetained earningsTOTALNON-CONTROL-LING 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 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 17116. PROPERTY, PLANT AND EQUIPMENT 2022 IN MILLIONS OF CHFLEASEHOLD IMPROVE-MENTSBUILDINGS FURNITURE FIXTURESCOMPUTER HARDWAREVEHICLESWORK IN PROGRESSTOTALAT COSTBalance at January 1 580.8 15.2 530.9 53.3 6.7 50.0 1,236.9 Increase in scope of consolidation–– 0.8 ––– 0.8 Decrease in scope of consolidation (0.5)– (0.6) (0.1)– (0.2) (1.4)Additions 25.3 – 14.7 6.1 0.6 61.1 107.8 Disposals (12.1) (1.1) (9.5) (2.4) (0.6) (2.5) (28.2)Reclassification within classes 20.1 – 16.0 1.7 – (37.8)–Reclassification to Intangibles––––– (0.5) (0.5)Currency translation adjustments (4.8) (0.4) (15.7) 0.8 (0.1) (0.2) (20.4)Balance at December 31 608.8 13.7 536.6 59.4 6.6 69.9 1,295.0 ACCUMULATED DEPRECIATIONBalance at January 1 (349.7) (8.5) (379.4) (35.8) (5.1)– (778.5)Decrease in scope of consolidation 0.1 – 0.2 0.1 –– 0.4 Additions (note 10) (55.0) (0.2) (48.5) (8.3) (0.7)– (112.7)Disposals 11.4 – 9.3 2.3 0.5 – 23.5 Reclassification within classes 1.3 (0.3) (0.9) (0.1)–––Currency translation adjustments 3.1 0.1 11.8 (0.9)–– 14.1 Balance at December 31 (388.8) (8.9) (407.5) (42.7) (5.3)– (853.2)IMPAIRMENTBalance at January 1 (86.2) (3.9) (34.9) (1.8) (0.1) (2.4) (129.3)Decrease in scope of consolidation 0.4 – 0.3 0.1 – 0.2 1.0 Impairment (note 10) (0.4)– (1.0)––– (1.4)Reversal of impairment (note 10)––––– 0.2 0.2 Disposals 0.2 1.1 –––– 1.3 Reclassification within classes 4.9 – (3.2) (0.6)– (1.1)–Currency translation adjustments 0.1 0.2 0.3 –– 0.1 0.7 Balance at December 31 (81.0) (2.6) (38.5) (2.3) (0.1) (3.0) (127.5)CARRYING AMOUNTAt December 31, 2022 139.0 2.2 90.6 14.4 1.2 66.9 314.3 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 1722021 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 to 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)Impairment (note 10) (62.1) (3.7) (4.4) (0.8) (0.1) (2.0) (73.1)Reversal of impairment (note 10) 0.1 –––– 10.0 10.1 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 Cash flow used for purchase of property, plant and equipmentIN MILLIONS OF CHF20222021Payables for capital expenditure at the beginning of the period (9.3) (10.7)Additions of property, plant and equipment (107.8) (72.7)Payables for capital expenditure at the end of the period 19.8 9.3 Currency translation adjustments (0.1) (0.2)Total Cash Flow (97.4) (74.3)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 17317. RIGHT-OF-USE ASSETS 2022 IN MILLIONS OF CHFSHOPSOTHER BUILDINGS VEHICLESOTHERTOTALAT COSTBalance at January 1 5,872.7 240.0 8.2 2.1 6,123.0 Decrease in scope of consolidation (0.6) (0.4)–– (1.0)Additions 150.9 10.5 0.4 0.9 62.7 Disposals 2 (147.0) (7.0) (1.5) (0.4) (155.9)Lease modifications 3 152.7 6.6 0.3 0.1 159.7 Reclassification within classes (0.3) 0.3 –––Currency translation adjustments (161.5) (4.3)(0.5) (0.1) (166.4)Balance at December 31 5,766.9 245.7 6.9 2.6 6,022.1 ACCUMULATED DEPRECIATIONBalance at January 1 (2,528.7) (84.9) (4.2) (1.4) (2,619.2)Decrease in scope of consolidation 0.1 0.1 –– 0.2 Additions (note 10) (787.4) (29.4) (1.6) (0.5) (818.9)Disposals 2 135.3 6.4 1.3 0.4 143.4 Lease modifications 3 75.3 (0.1)–– 75.2 Reclassification within classes 1.7 (1.8)– 0.1 –Currency translation adjustments 88.8 2.9 0.3 – 92.0 Balance at December 31 (3,014.9) (106.8) (4.2) (1.4) (3,127.3)IMPAIRMENTBalance at January 1 (376.5) (6.5)–– (383.0)Business combinations 0.5 0.3 –– 0.8 Impairment (note 10) (15.0)––– (15.0)Reversal of impairment (note 10) 48.7 ––– 48.7 Disposals 2 4.7 ––– 4.7 Lease modifications 3 7.5 ––– 7.5 Reclassification within classes 0.3 (0.3)–––Currency translation adjustments 9.1 0.2 –– 9.3 Balance at December 31 (320.7) (6.3)–– (327.0)CARRYING AMOUNTAt December 31, 2022 2,431.3 132.6 2.7 1.2 2,567.8 1 New contracts.2 Ending of lease contracts.3 Relates to contractual lease term changes.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 1742021 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 2– 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 (note 10) (118.6) (3.6)–– (122.2)Reversal of impairment (note 10) 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 2022 17518. INTANGIBLE ASSETS AND GOODWILL CONCESSION RIGHTS2022 IN MILLIONS OF CHFAcquisition relatedPlainBRANDSOTHER 1TOTALGOODWILLAT COSTBalance at January 1 4,529.7 85.5 266.1 245.0 5,126.3 2,512.8 Additions– 0.4 – 15.5 15.9 –Disposals (25.7) (1.0)– (3.5) (30.3)–Reclassification from property, plant and equipment––– 0.5 0.5 –Currency translation adjustments (146.2) (0.2) (4.1) (1.4) (151.8) (122.6)Balance at December 31 4,357.8 84.7 262.0 256.1 4,960.6 2,390.2 ACCUMULATED AMORTIZATIONBalance at January 1 (2,272.4) (51.1) (3.3) (182.5) (2,509.3)–Additions (note 10) (158.3) (1.3)– (20.3) (179.9)–Disposals 25.7 1.1 – 3.5 30.3 –Reclassification within classes––––––Currency translation adjustments 60.9 0.1 – 1.6 62.6 –Balance at December 31 (2,344.1) (51.2) (3.3) (197.7) (2,596.3)–IMPAIRMENTBalance at January 1 (849.9) (20.2) (5.6) (4.0) (879.7) (152.8)Impairment (note 10) (32.9)––– (32.9)–Reversal of impairment (note 10) 17.3 ––– 17.3 –Currency translation adjustments 9.2 (0.3) (0.1)– 8.8 34.8 Balance at December 31 (856.3) (20.5) (5.7) (4.0) (886.5) (118.0)CARRYING AMOUNTAt December 31, 2022 1,157.4 13.0 253.0 54.4 1,477.8 2,272.2 1 Other mainly contains IT software.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 176CONCESSION RIGHTS2021 IN MILLIONS OF CHFAcquisition relatedPlainBRANDSOTHERTOTALGOODWILLAT 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 from property, plant & 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 DEPRECIATIONBalance 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 –Impairment (note 10) (224.0) (19.4)– (3.0) (246.4) (21.6)Reversal of impairment (note 10)– 6.4 –– 6.4 –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 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 17719. 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-19 pandemic and release of quarantine / traffic restrictions. Management based its assumptions on informa-tion available at the time of the preparation of the financial statements and as-sumes that sales will continue to grow in 2023 in line with the international air traf-fic 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 2.0 % – 3.3 % (2021: 2.5 % – 2.7 %) 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.MarginsThe expected margins have been estimated based on actual product assortments. 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 (“WACC”) rate composed among other factors of: –a) risk free interest rates derived from actual governmental bonds rates: CHF: up to 1.50 %, EUR: up to 1.97 %, USD: up to 3.89 % (2021: CHF 0.00 %*, EUR 0.00 %*, USD 1.62 %), –b) a credit spread range of 2.00 % - 4.70 % (2021: 2.64 %) , –c) a re-levered beta of 1.07 (2021: 1.30), and –d) an equity-risk premium used in 2022 is 6.25 % (2021: 6.00 %). Certain WACC components, like country premium or default country risk, have been weighted for each segment.*Negative risk free rates have been capped at 0 %.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 17819.2 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 CHF31.12.202231.12.2021Europe, Middle East and Africa (EMEA) 1,434.6 1,530.3 Asia Pacific 34.1 33.7 The Americas 765.7 754.2 Global Distribution Centers 37.8 41.8 Total carrying amount of goodwill 2,272.2 2,360.0 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 (%)202220212022202120222021 2Europe, Middle East and Africa (EMEA) 6.87 6.45 9.00 8.40 4.76 24.27 Asia Pacific 6.37 7.62 8.20 9.80 21.65 47.24 The Americas 6.33 7.62 8.55 10.30 4.96 20.32 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:DISCOUNT RATESALES DROP*MARGIN DROP*GROUP OF CASH GENERATING UNITS IN PERCENTAGE (%)202220212022202120222021+2 %+1%-3 %-10 %-1 %-1 %Europe, Middle East and Africa (EMEA)––––––Asia Pacific–––– 34.1 33.6 The Americas––––––* The reasonable drop in sales or margin (in percentage of sales) has been considered in each year within the impairment test.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 17919.3 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 (%)2022202120222021Dufry 6.78 6.49 4.46 23.57 Hudson News 8.35 7.48 8.28 19.02 Nuance 7.16 6.12 4.96 15.53 World Duty Free 7.52 6.39 2.26 25.11 19.4 IMPAIRMENT TEST OF TANGIBLE AND OTHER INTANGIBLE ASSETSDufry’s management considered the consequences of the negative effects of the COVID-19 pandemic on Dufry’s business as a trigger to test its depreciable or am-ortizable assets for impairment. The selection of CGUs for the test has been made based on historical impairments, profitability and materiality of assets. The meth-odology and assumptions used for these impairment tests is similar to those de-scribed 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 and reversal of impairment by segment incurred in 2022, whereas note 16, note 17 and note 18 show the cumulated impairment 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 2022 18020. INVESTMENTS IN ASSOCIATESThese investments are accounted for using the equity method.Summarized statement of comprehensive incomeIN MILLIONS OF CHF20222021Net profit / (loss) 10.7 3.0 OTHER COMPREHENSIVE INCOMEItems to be reclassified to net income in subsequent periods 0.1 0.2 Total comprehensive income 10.8 3.2 21. OTHER NON-CURRENT ASSETS IN MILLIONS OF CHF31.12.202231.12.2021Guarantee deposits 52.6 102.4 Loans 19.1 26.0 Lease receivables 4.0 6.6 Prepayment for leases 32.8 42.7 Tax receivable 55.2 47.5 Other 0.5 0.5 Subtotal164.2 225.7 Allowances (8.4) (10.4)Total 155.8 215.3 MOVEMENT IN ALLOWANCESIN MILLIONS OF CHF20222021Balance at January 1 (10.4) (6.1)Creation– (4.2)Utilized 1.7 –Reclassification 0.6 –Currency translation adjustments (0.3) (0.1)Balance at December 31 (8.4) (10.4)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 18122. INVENTORIES IN MILLIONS OF CHF31.12.202231.12.2021Inventories at cost 1,024.1 786.2 Inventory allowance (95.7) (94.0)Total 928.4 692.2 Cost of sales includes inventories written down to net realizable value and inventory losses of CHF 74.7 (2021: 42.2) million.23. TRADE AND CREDIT CARD RECEIVABLES IN MILLIONS OF CHF31.12.202231.12.2021Trade receivables 1 28.1 70.9 Credit card receivables 39.4 21.5 Gross 67.5 92.4 Allowances (5.2) (7.1)Net 62.3 85.3 1 Includes trade receivables against associates of CHF 6.2 (2021: 13.7) million. AGING ANALYSIS OF TRADE RECEIVABLESIN MILLIONS OF CHF31.12.202231.12.2021Not due 6.3 15.4 OVERDUEUp to 30 days 11.6 34.1 31 to 60 days 0.2 9.4 61 to 90 days 0.6 0.6 More than 90 days 4.2 4.3 Total overdue 16.6 48.4 Trade receivables, net 22.9 63.8 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 18224. OTHER ACCOUNTS RECEIVABLE IN MILLIONS OF CHF31.12.202231.12.2021Advertising receivables 194.0 123.1 Services provided to suppliers 1.6 2.0 Loans receivable 0.7 2.0 Receivables from subtenants and business partners 4.0 1.7 Personnel receivables 1.1 1.0 Accounts receivables 201.4 129.8 Prepayments of lease expenses and rents 28.6 33.7 Prepayments of sales and other taxes 109.6 99.6 Prepayments to suppliers 4.5 6.7 Prepayments, other 14.4 10.1 Prepayments 157.1 150.1 Receivables from subleases 2.9 3.2 Guarantee deposits 102.4 82.6 Derivative financial assets 10.1 9.0 Accrued income––Other 16.2 21.8 Other receivables 131.6 116.6 Total 490.1 396.5 Allowances (22.5) (24.7)Total 467.6 371.8 MOVEMENT IN ALLOWANCESIN MILLIONS OF CHF20222021Balance at January 1 (24.7) (31.4)Decrease in scope of consolidation– 3.0 Creation (3.4) (0.1)Released 5.0 4.0 Utilized 0.5 0.2 Reclassification 0.1 (0.2)Currency translation adjustments– (0.2)Balance at December 31 (22.5) (24.7)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 18325. EQUITY25.1 FULLY PAID ORDINARY SHARESIN MILLIONS OF CHFNUMBER OF SHARESSHARE CAPITALSHARE PREMIUMBalance at January 1, 2021 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 90,797,007 454.04,542.2Balance at December 31, 2022 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.25.2 MANDATORY CONVERTIBLE NOTESNUMBER OF NOTESIN THOUSANDS OF CHFBalance at January 1, 2021 695 68,400 Interest component reclassified– (8,100)Balance at December 31, 2021 695 60,300 Balance at December 31, 2022 695 60,300 25.3 TRANSLATION RESERVESIN MILLIONS OF CHFATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENTNON-CONTROLLING INTERESTSTOTAL Balance at January 1, 2021 (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 1 (7.9)– (7.9)Share of other comprehensive income of associates 0.2 – 0.2 Balance at December 31, 2021 (450.9)Exchange differences arising on translating the foreign operations (89.4) (2.2) (91.6)Net gain / (loss) on hedge of net investments in foreign operations (3.6)– (3.6)Share of other comprehensive income of associates 0.5 – 0.5 Balance at December 31, 2022 (543.4)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. 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 18425.4 RETAINED EARNINGSIN MILLIONS OF CHFATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENTNON-CONTROLLING INTERESTSTOTAL EQUITYBalance at January 1, 2021 (3,323.2)Net profit / (loss) (385.4) 20.2 (365.2)Conversion of the CHF 350 million bond (26.7)– (26.7)Share-based payments 2.0 – 2.0 Put option held by non-controlling interests (3.2) 0.5 (2.7)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)Net profit / (loss) 58.2 62.4 120.6 Share-based payments 16.4 – 16.4 Put option held by non-controlling interests 13.4 5.1 18.5 Dividends to non-controlling interests– (74.6) (74.6)Other changes in participation of non-controlling interests (3.8) 4.3 0.5 Balance at December 31, 2022 (3,598.9)26. SHARE-BASED PAYMENT PLANS2022 PlanDuring 2022, Dufry granted to selected members of the management the award 2022 consisting of 553,359 performance share units (PSU). The PSU award 2022 will vest on June 3, 2025 and have a contractual life between 31 and 41 months. At grant dates the fair values of one PSU award 2022 was calculated applying a com-bination of market share price and applying a Monte Carlo simulation. The range of fair values was determined between CHF 31.73 and CHF 48.78 for the respective grant dates, with a weighted average fair value of CHF 36.19. As part of this plan, 42,761 PSU will be settled in cash.The PSU granted in 2022 are subject to three performance conditions: Cumulative Adjusted EPS with a 50% weighting (unchanged to the previous year), Relative TSR with a 25% weighting (new KPI), and an ESG target with a 25% weighting (new KPI). The ESG target consists of three different KPIs related to material areas from a business and stakeholder perspective, each with a weighting of ¹⁄³ of the ESG tar-get.On the vesting date, 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 achievement) and 2 shares (150 % or more targets achievement). The target (100 % vesting) in relation to the cumulative adjusted EPS measured corresponds to a total of CHF 7.60 (to be adjusted by the effect of the combination with Autogrill), ranking at 50th percentile of the peer group for the TSR element and defined ESG measures per area, such as 60 % reduction of CO2 emissions on scope 1 & 2 by 2024. Holders of PSU are not entitled to vote or re-ceive dividends like shareholders do.As of December 31, 2022, none of the PSU award 2022 and 2021 have forfeited and 948,166 PSU (2021: 394,807) remain outstanding.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 1852021 PlanOn 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.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.Older PlansDuring 2020, Dufry did not grant any awards. For the PSU plan 2019, no shares were allocated in 2022, as the vesting performance criteria have not been reached.26.1 TREASURY SHARESTreasury shares are valued at historical cost.NUMBER OF SHARESIN MILLIONS OF CHFBalance at January 1, 2021 11,281 (1.3)Balance at December 31, 2021 11,281 (1.3)Purchased shares 600,000 (21.6)Balance at December 31, 2022 611,281 (22.9)26.2 EARNINGS PER SHARE26.2.1 Earnings per share attributable to equity holders of the parentBasicBasic earnings per share are calculated by dividing the net profit / (loss) attribut-able to equity holders of the parent by the weighted average number of shares outstanding during the year plus the weighted average number of ordinary shares of financial instruments that will be mandatory converted into ordinary shares.IN MILLIONS OF CHF / QUANTITY20222021Net profit / (loss) attributable to equity holders of the parent 58.2 (385.4)Weighted average number of ordinary shares outstanding 92,800,277 87,784,450 Basic earnings per share in CHF 0.63 (4.39)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 186DilutedDiluted earnings per share are calculated by dividing the net profit / (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 of financial instruments that will be mandatory converted into ordinary shares 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.Refer to note 29 and 42.1 for instruments that could potentially dilute basic earn-ings per share in future, but were not included in the calculation of diluted earn-ings per share because they are antidilutive for 2022 and 2021.IN MILLIONS OF CHF / QUANTITY20222021Net profit / (loss) attributable to equity holders of the parent 58.2 (385.4)Weighted average number of ordinary shares outstanding used to calculate the diluted earnings per share94,010,98387,784,450Diluted earnings per share in CHF 0.62 (4.39)26.2.2 Weighted average number of ordinary sharesIN SHARES20222021Outstanding shares 90,797,007 87,795,731 Mandatory convertible shares 2,092,113 –Less treasury shares (88,843) (11,281)Used for calculation of basic earnings per share 92,800,277 87,784,450 EFFECT OF DILUTIONPSU plans 1,210,706 –Used for calculation of diluted earnings per share 94,010,983 87,784,450 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 18727. BREAKDOWN OF TRANSACTIONS WITH NON-CONTROLLING INTERESTSThe following transactions have been recognized in equity attributable to non- controlling interests holders:IN MILLIONS OF CHFNOTE20222021Change in relation to put option (49% of Dufry Staer Holding Ltd)1 5.1 0.5 Other non-controlling interests (disposed) / acquired 2.8 0.7 Change in Dufry's interest 7.9 1.2 NCI portion of increases in share capital of subsidiaries 1.5 1.2 Share capital changes 1.5 1.2 Total 9.4 2.4 1 No cash flow effects.27.1 INFORMATION ON COMPANIES WITH NON-CONTROLLING INTERESTSIn 2022, Dufry allocated CHF 62.4 (2021: 20.2) 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 47.2 (2021: 22.5) million. 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 2022 and 2021.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 18828. BORROWINGS IN MILLIONS OF CHF31.12.202231.12.2021Bank debt overdrafts– 6.4 Bank debt loans 119.6 35.3 Third party loans 3.1 3.6 Borrowings, current 122.7 45.3 Bank debt loans 453.9 681.6 Senior Notes 2,993.0 3,083.2 Third party loans 5.4 6.9 Borrowings, non-current 3,452.3 3,771.7 Total 3,575.0 3,817.0 OF WHICH AREBank debt 573.5 723.3 Senior Notes 2,993.0 3,083.2 Third party loans 8.5 10.5 BANK DEBTIN MILLIONS OF CHF31.12.202231.12.2021BANK DEBTS ARE DENOMINATED INUS Dollar 409.5 501.7 Deferred arrangement fees (17.3) (11.2)Subtotal 392.2 490.5 BANK DEBTS AT SUBSIDIARIES INEuro* 104.9 124.7 Swiss Franc* 11.0 17.0 British Pound* 55.9 61.7 Other currencies* 9.5 29.4 Total 573.5 723.3 * Includes Government backed COVID-19 loans of CHF 175.9 (2021: 208.0) 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 2022, the amount of loans granted was overall CHF 175.9 (2021: 208.0) million, whereas the loans were granted in different currencies. Loans granted were in EUR 106.0 (2021: 120.2) million, in CHF 11.0 (2021: 17.0) million, in GBP 50.0 (2021: 50.0) million and in MAD 46.8 (2021: 46.8). The in-terest rates vary between 0.0 % and 5.5 % (2021: 0.0 % and 3.5 %).3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 189NOTESIN MILLIONS OF CHF31.12.202231.12.2021Senior Notes denominated in Euro 2,251.4 2,359.9 Senior Notes denominated in CHF 300.0 300.0 Convertible Notes denominated in CHF 463.5 453.3 Deferred interest on modification of financing arrangements (8.9) (11.4)Deferred arrangement fees (13.0) (18.6)Total 2,993.0 3,083.2 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 2022 and 2021, Dufry complied with the financial covenants and conditions contained in the bank credit agreements.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.In December 2022 Dufry has successfully refinanced its main bank credit facili-ties. A new EUR 2,085 million Revolving Credit Facility (RCF) is replacing EUR 1,300 million RCF and USD 550 million Term Loan with maturity in December 2027 com-pared to previous maturity date in November 2024.Financial covenants included in our borrowing instruments require the Group to comply with:(i) a maximum ratio of total drawn debt to CORE EBITDA 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 CORE EBITDA to total interest expense (excluding lease in-terest) 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 2022 190Bank credit facilitiesIN MILLIONS OFMATURITYCURRENCYCREDIT LIMIT IN FOREIGN CURRENCYDRAWN AMOUNT IN CHFRevolving credit facility (multi-currency)119.12.2027 EUR 2,085.0 409.5 Uncommited current facilitiesn.a. CHF 50.0 – At December 31, 2022 409.5 1 New revolving credit facility replacing the EUR 1,300.0 million revolving credit facility which was cancelled and the USD 550.0 million committed term loan which was fully repaid, both before their maturity.IN MILLIONS OFMATURITYCURRENCYCREDIT LIMIT IN FOREIGN CURRENCYDRAWN AMOUNT IN CHFCommitted term loan (multi-currency)103.11.2024 USD 550.0 501.7 Revolving credit facility (multi-currency)103.11.2024 EUR 1,300.0 –Uncommited current facilities 1n.a. EUR 50.0 –Uncommited current facilitiesn.a. CHF 50.0 – At December 31, 2021 501.7 1 Cancelled during 2022.NotesAMOUNT IN CHFIN MILLIONS OFMATURITYCOUPON RATECURRENCYNOMINAL IN FOREIGN CURRENCY31.12.202231.12.2021Senior notes15.10.20242.50% EUR 800.0 790.3 826.7 Senior notes15.02.20272.00% EUR 750.0 732.1 765.0 Senior notes15.04.20283.38% EUR 725.0 712.2 744.8 Senior notes15.04.20263.63% CHF 300.0 298.9 299.0 Convertible notes 104.05.20231.00% CHF 350.0 ––Convertible notes 230.03.20260.75% CHF 500.0 459.5 447.7 Total 2,993.0 3,083.2 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 (%)20222021Average on USD 4.96 3.31 Average on CHF 2.01 2.09 Average on EUR 3.19 2.54 Weighted Average Total 3.10 2.57 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 19128.1 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, 2021 259.2 292.9 Currency translation adjustments 7.9 –Balance at December 31, 2021 267.1 292.9 Currency translation adjustments 3.6 –Balance at December 31, 2022 270.7 292.9 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 109.5 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 OFCURRENCY31.12.202231.12.202131.12.202231.12.2021Dufry International AG EUR 1,087.1 1,087.1 1,075.8 1,127.6 Nuance Group (Australia) Pty Ltd. AUD 121.8 190.1 76.7 125.9 Dufry Americas y Caribe Corp. USD 10.2 10.2 9.4 9.3 Nuance Group (Sverige) AB SEK 110.0 110.0 9.8 11.1 Dufry Duty Free (Nigeria) Ltd. USD 6.8 6.5 6.3 5.9 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 2022 19229. BORROWINGS AND LEASE OBLIGATIONS, NETIN MILLIONS OF CHFCASH AND CASH EQUIVALENTSLEASE OBLIGATIONSFINANCIAL DERIVATIVES ASSET - BORROWINGSFINANCIAL DERIVATIVES LIABILITY - BORROWINGS BORROWINGS NET DEBTBalance at January 1, 2022 793.5 3,636.4 7.4 63.5 3,817.0 6,716.0 Cash flows from operating, financing and investing activities 98.8 –––– (98.8)Business combinations 1.1 ––– (1.1)Repayment of 3 rd party loans payable–––– (1.8) (1.8)Transaction costs for financial instruments–––– (16.8) (16.8)Repayment of borrowings–––– (152.2) (152.2)Payments of derivatives interests –– (24.3) (38.5)– (14.2)Lease payments– (907.8)––– (907.8)Cash flow 99.9 (907.8) (24.3) (38.5) (170.8) (1,192.7)Additions to lease obligations– 63.0 ––– 63.0 Interest on lease obligations– 127.6 ––– 127.6 Modification of lease obligations– 244.2 ––– 244.2 Relief on lease obligations– (80.2)––– (80.2)Early termination of lease obligations– (13.9)––– (13.9)Discounted interests of financial derivatives–– 24.1 38.7 – 14.6 Discounted interests –––– 10.2 10.2 Arrangement fees amortization–––– 17.7 17.7 Currency translation adjustments (38.7) (87.3) 2.2 36.1 (147.5) (162.2)Unrealized exchange differences on the translation of net debt in foreign currencies– 20.6 –– 48.4 69.0 Other non-cash movements (38.7) 274.0 26.3 74.8 (71.2) 290.0 Balance at December 31, 2022 854.7 3,002.6 9.4 99.8 3,575.0 5,813.3 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 193IN 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.On 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.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 19429.1 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 31.12.2022Cash and cash equivalents 1,727.9 (873.2) 854.7 Borrowings, current 995.9 (873.2) 122.7 31.12.2021Cash and cash equivalents 1,401.2 (607.7) 793.5 Borrowings, current 653.0 (607.7) 45.3 29.2 LEGAL RESTRICTIONS ON MONEY TRANSFERCash and cash equivalents at the end of the reporting period include CHF 110.1 (2021: 57.7) 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 CHF31.12.202231.12.2021Concession fee payables 181.5 153.9 Other service related vendors 255.9 177.9 Personnel payables 158.9 119.6 Sales and other tax liabilities 62.4 55.8 Put option Dufry Staer Holding Ltd 7.7 26.2 Financial derivative liabilities - current 99.8 63.5 Lease obligation due to tax refund 18.6 15.6 Payables for capital expenditure 19.9 9.4 Interest payables 25.4 32.9 Payables to local business partners 1.9 1.1 Other payables 38.4 44.0 Total 870.4 699.9 THEREOFCurrent liabilities 841.1 653.2 Non-current liabilities 29.3 46.7 Total 870.4 699.9 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 19531. DEFERRED TAX ASSETS AND LIABILITIESDeferred tax assets and liabilities arise from the following positions:IN MILLIONS OF CHF31.12.202231.12.2021DEFERRED TAX ASSETSInventories 14.9 13.0 Property, plant and equipment 64.1 61.0 Intangible assets 46.4 35.1 Lease obligations 286.9 336.7 Provisions and other payables 51.5 72.1 Tax loss carry-forward 89.6 110.4 Other 4.5 25.2 Total 557.9 653.5 DEFERRED TAX LIABILITIESProperty, plant and equipment (34.7) (40.0)Right-of-use assets (295.6) (358.6)Intangible assets (282.9) (314.8)Provisions and other payables (13.2) (19.8)Other (7.5) (15.8)Total (633.9) (749.0)Deferred tax liabilities net (76.0) (95.5)Deferred tax balances are presented in the consolidated statement of financial position as follows:IN MILLIONS OF CHF20222021Deferred tax assets 145.4 179.9 Deferred tax liabilities (221.4) (275.4)Balance at December 31 (76.0) (95.5)Reconciliation of movements to the deferred taxes:IN MILLIONS OF CHF20222021Changes in deferred tax assets (34.5) 34.4 Changes in deferred tax liabilities 54.0 46.5 Currency translation adjustments (18.5) (1.8)Deferred tax movements (expense) at December 31 1.0 79.1 THEREOFRecognized in the statement of profit or loss (3.1) 90.7 Recognized in equity––Recognized in OCI 4.1 (11.6)3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 196Tax 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 2023 and the management projections thereafter.The unrecognized tax losses carry forwards by expiry date are as follows:IN MILLIONS OF CHF31.12.202231.12.2021Expiring within 1 to 3 years 292.1 209.4 Expiring within 4 to 7 years 775.6 755.8 Expiring after 7 years 117.4 138.3 With no expiration limit 1,089.4 1,254.8 Total 2,274.5 2,358.3 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 2022 19732. PROVISIONS IN MILLIONS OF CHFCONTIN-GENT LIABILITIESONEROUS CONTRACTSCLOSEDOWNLAWSUITS AND DUTIESLABOR DISPUTESOTHERTOTALBalance at January 1, 2022 11.8 20.3 2.9 52.8 3.7 27.8 119.3 Business combinations ––––– 4.6 4.6 Charge for the year– 0.1 4.1 9.8 0.4 50.4 64.8 Utilized– (11.6) (0.3) (7.8) (0.7) (1.9) (22.3)Unused amounts reversed–– (0.2) (12.0) (0.3) (16.9) (29.4)Reclassification within classes (2.5) 0.4 – 2.1 –––Reclassification from / to other accounts 1––––– 0.6 0.6 Currency translation adjustments (0.6) (0.8) (0.1) (1.3) (0.1) (1.4) (4.3)Balance at December 31, 2022 8.7 8.4 6.4 43.6 3.0 63.2 133.3 THEREOF Current – 1.3 6.4 41.7 0.6 39.3 89.3 Non-current 8.7 7.1 – 1.9 2.4 23.9 44.0 1 From other payables 3rd parties.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 8.4 (2021: 20.3) million has been provided mainly in relation to two operation in the region Europe, Middle East and Africa (EMEA) and one operation in The Americas.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 198CLOSE DOWNThe provision of CHF 6.4 (2021: 2.9) million relates mainly to four operations in Asia and two in Europe. LAWSUITS AND DUTIESThe provision for lawsuits and duties of CHF 43.6 (2021: 52.8) 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 3.0 (2021: 3.7) 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 charge of the year relates mainly to concession con-tracts termination in our segment Europe, Middle East and Africa.CASH OUTFLOWS OF NON-CURRENT PROVISIONSThe cash outflows of non-current provisions as of December 31, 2022 are expected to occur in:IN MILLIONS OF CHFEXPECTED CASH OUTFLOW2024 23.9 2025 2.7 2026 3.7 2027 1.7 2028+ 12.0 Total non-current 44.0 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 19933. 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 92.3% (2021: 97.2% ) of the total defined benefit obligation and 96.6% (2021: 97.9% ) of the plan assets correspond to pension funds in Switzerland (CH) and the United Kingdom (UK). 20222021IN MILLIONS OF CHFFundedUnfundedTOTALFundedUnfundedTOTALSWITZERLANDFair value of plan assets 151.3 – 151.3 226.9 – 226.9 Present value of defined benefit obligation 151.3 – 151.3 198.8 – 198.8 Financial (liability) asset––– 28.1 – 28.1 UKFair value of plan assets 132.1 – 132.1 227.5 – 227.5 Present value of defined benefit obligation 115.1 – 115.1 200.6 – 200.6 Financial (liability) asset 17.0 – 17.0 26.9 – 26.9 OTHER PLANSFair value of plan assets 10.0 – 10.0 9.8 – 9.8 Present value of defined benefit obligation 11.4 10.9 22.3 11.4 9.9 21.3 Financial (liability) asset (1.4) (10.9) (12.3) (1.6) (9.9) (11.5)CARRYING AMOUNTNet defined benefit assets 17.0 – 17.0 55.0 – 55.0 Employee benefit obligations (1.4) (10.9) (12.3) (1.6) (9.9) (11.5)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 2022 200MAIN 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 plans20222021IN MILLIONS OF CHFSwitzerlandUKSwitzerlandUK SERVICE COSTSCurrent service costs (6.3)– (5.6)–Past service costs 3.9 –––Net interest 0.2 0.5 – (0.1)Total pension expenses recognized in the statement of profit or loss (2.2) 0.5 (5.6) (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 are a consequense of Dufry’s modified pension fund plan rules as of 1st of January 2023 (lower convertion rate and increase in the maximum insured salary). 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 201Remeasurements employee benefits20222021IN MILLIONS OF CHFSwitzerlandUKSwitzerlandUK Actuarial gains (losses) - experience (7.9) (9.1) 15.5 13.2 Actuarial gains (losses) - demographic assumptions– 1.1 7.7 2.2 Actuarial gains (losses) - financial assumptions 50.2 73.2 3.2 8.9 Return on plan assets exceeding expected interest (19.7) (72.8) 15.9 9.2 Effect of asset ceiling (53.3)–––Total remeasurements recorded in other comprehensive income (30.7) (7.6) 42.3 33.5 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 assets20222021IN MILLIONS OF CHFSwitzerlandUKSwitzerlandUK Balance at January 1 226.9 227.5 205.8 217.5 Interest income 1 0.9 4.0 0.2 3.2 Return on plan assets, above interest income (19.7) (72.8) 15.9 9.2 Contributions paid by employer 5.1 – 4.5 –Contributions paid by employees 7.3 – 4.2 –Benefits paid (15.6) (5.0) (11.2) (5.9)Administration costs (0.2) (0.2) (0.2) (0.9)Asset ceiling 2 (53.3)–––Other–– 7.7 –Currency translation (0.1) (21.4)– 4.4 Balance at December 31 151.3 132.1 226.9 227.5 1 Expected interest income on plan assets based on discount rate. See actuarial assumptions.2 The plan assets are larger than the DBO. However, as no economic benefit is expected, the net defined benefit asset must be ceiled. There is no economic benefit as the employer service cost is smaller than the employer’s expected contributions and no employer’s contribution reserve are available.Change in present value of defined benefit obligation20222021IN MILLIONS OF CHFSwitzerlandUKSwitzerlandUK Balance at January 1 198.8 200.6 217.7 223.1 Current service costs 6.3 – 5.6 –Interest costs 0.8 3.5 0.2 3.3 Contributions paid by employees 7.3 – 4.2 –Actuarial losses / (gains) - experience 7.9 9.1 (15.5) (13.2)Actuarial losses / (gains) - demographic assumptions– (1.1) (7.7) (2.2)Actuarial losses / (gains) - financial assumptions (50.2) (73.2) (3.2) (8.9)Benefits paid (15.6) (5.0) (11.2) (5.9)Past service cost - plan amendments (3.9)–––Other–– 8.7 –Currency translation (0.1) (18.8)– 4.4 Balance at December 31 151.3 115.1 198.8 200.6 Net defined benefit (obligation) / asset at December 31– 17.0 28.1 26.9 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 202Based 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:20222021IN PERCENTAGE (%)SwitzerlandUKSwitzerlandUK Discount rates 2.30 4.75 0.40 1.95 Future salary increases 1.50 – 1.25 –Future pension increases– 1.85 – 1.95 Mortality table (generational tables)2020202120202020The mortality table takes into account changes in the life expectancy. Plan asset structure The structure of categories of plan assets is as follows:20222021IN PERCENTAGE (%)SwitzerlandUKSwitzerlandUKShares 27.2 99.6 34.999.9Bonds 13.9 –18.8–Real estates 45.7 –37.6–Other 1 13.2 0.4 8.70.1Total100.0 100.0 100.0100.01 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 45.7% (2021: 37.6% ) of the total assets.The net outflow of funds due to pension payments can be planned reliably. Con-tributions 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 2022 203Plan participants20232022IN MILLIONS OF CHFSwitzerlandUKSwitzerlandUKEXPECTED CASH FLOW FORContribution Employer 4.9 – 4.8 –Contribution Employees 3.0 – 2.9 –Weighted average duration of defined benefit obligation (years) 15.7 16.0 18.3 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:SWITZERLANDUK2022 IN MILLIONS OF CHFIncreaseDecreaseIncreaseDecreaseA CHANGE OF 0.5% IN THE FOLLOWING ASSUMPTIONS WOULD IMPLYDiscount rate (10.9) 12.6 (9.9) 9.9 Salary rate 1.2 (1.1)––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 pro-portional share of the net assets. The movement of the put option is recorded through equity instead of through profit or loss.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 204Quantitative disclosures fair value measurement hierarchy for assetsFAIR VALUE MEASUREMENT AT DECEMBER 31, 2022 USINGDECEMBER 31, 2022 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 - USD 0.1 – 0.1 – 0.1 Foreign exchange swaps contracts - EUR 3.7 – 3.7 – 3.7 Foreign exchange swaps contracts - OTHER 0.5 – 0.5 – 0.5 Cross currency swaps contracts - EUR 5.1 – 5.1 – 5.1 Options - USD 0.7 – 0.7 – 0.7 Total (Note 37.3) 10.1 – 10.1 – 10.1 ASSETS FOR WHICH FAIR VALUES ARE DISCLOSEDLoans and receivablesTrade and credit card receivables 62.0 – 62.0 – 62.3 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 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 There were no transfers between Level 1 and 2 during the period.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 205Quantitative disclosures fair value measurement hierarchy for liabilities FAIR VALUE MEASUREMENT AT DECEMBER 31, 2022 USINGDECEMBER 31, 2022 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 - USD 0.1 – 0.1 – 0.1 Foreign exchange forward contracts - OTHER 0.6 – 0.6 – 0.6 Cross currency swaps contracts - EUR 99.1 – 99.1 – 99.1 Put option Dufry Staer Holding Ltd 7.7 –– 7.7 7.7 Total (Note 37.3) 107.5 – 99.8 7.7 107.5 LIABILITIES FOR WHICH FAIR VALUES ARE DISCLOSEDAt amortized costSenior Notes CHF 300 262.6 262.6 –– 298.9 Senior Notes CHF 500 420.2 420.2 –– 459.5 Senior Notes EUR 725 592.9 592.9 –– 712.2 Senior Notes EUR 800 765.2 765.2 –– 790.3 Senior Notes EUR 750 604.2 604.2 –– 732.1 Total 2,645.1 2,645.1 –– 2,993.0 Floating rate borrowings USD 412.8 – 412.8 – 392.2 Total 412.8 – 412.8 – 392.2 There were no transfers between Level 1 and 2 during the period.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 ––299.0Senior Notes CHF 500 466.1 466.1 ––447.7Senior Notes CHF 725 727.9 727.9 ––744.8Senior Notes EUR 800 815.1 815.1 ––826.7Senior Notes EUR 750 721.5 721.5 ––765.0Total 3,028.9 3,028.9 –– 3,083.2 Floating rate borrowings USD 532.8 – 532.8 –490.5Total 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 2022 20635. 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 CHF31.12.202231.12.2021Cash and cash equivalents (854.7) (793.5)Borrowings, current 122.7 45.3 Borrowings, non-current 3,452.3 3,771.7 Borrowings, net (excluding derivatives) 2,720.3 3,023.5 Equity attributable to equity holders of the parent 893.0 956.6 ADJUSTED FORAccumulated hedged gains / (losses) (171.6) (128.4)Effects from transactions with non-controlling interests 1 1,497.9 1,507.4 Total capital 2 2,219.3 2,335.6 Total net debt and capital 4,939.6 5,359.1 Gearing ratio 55.1% 56.4% 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 2022 20735.2 CATEGORIES OF FINANCIAL INSTRUMENTSAT DECEMBER 31, 2022FINANCIAL ASSETSIN MILLIONS OF CHFat amortized costat FVPLSUBTOTALNON-FINANCIAL ASSETS 1TOTALCash and cash equivalents 854.7 – 854.7 – 854.7 Trade and credit card receivables 62.3 – 62.3 – 62.3 Other accounts receivable 309.8 10.1 319.9 147.7 467.6 Other non-current assets 119.6 0.4 120.0 35.8 155.8 Total 1,346.4 10.5 1,356.9 FINANCIAL LIABILITIESIN MILLIONS OF CHFat amortized costat FVPLSUBTOTALNON-FINANCIAL LIABILITIES 1TOTALTrade payables 486.4 – 486.4 – 486.4 Borrowings, current 122.7 – 122.7 – 122.7 Lease obligations, current 992.4 – 992.4 – 992.4 Other liabilities 654.7 99.8 754.5 86.6 841.1 Borrowings, non-current 3,452.3 – 3,452.3 – 3,452.3 Lease obligations, non-current 2,010.2 – 2,010.2 – 2,010.2 Other non-current liabilities 29.3 – 29.3 – 29.3 Total 7,748.0 99.8 7,847.8 AT 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 3,771.7 – 3,771.7 – 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 8,360.9 63.5 8,424.4 1 Non-financial assets or non-financial liabilities comprise prepaid expenses and deferred income, which will not generate a cash outflow or inflow as well as other tax positions.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 20835.3 NET INCOME BY IFRS 9 VALUATION CATEGORYFinancial Assets at December 31, 2022IN MILLIONS OF CHFat amortized costat FVPLTOTALInterest income 31.0 – 31.0 Other finance income 0.1 24.1 24.2 From interest 31.1 24.1 55.2 Foreign exchange gain / (loss) 1 37.5 1.4 38.8 Impairments / allowances 2 (2.6)– (2.6)Total – from subsequent valuation 34.8 1.4 36.2 Net (expense) / income 65.9 25.5 91.4 Financial Liabilities at December 31, 2022IN MILLIONS OF CHFat amortized costat FVPLTOTALInterest expenses (284.6)– (284.6)Amortization of arrangement fees (18.3)– (18.3)Other finance expenses (6.7) (38.7) (45.4)From interest (309.6) (38.7) (348.3)Foreign exchange gain / (loss) 1 10.0 (72.0) (62.0)Total – from subsequent valuation 10.0 (72.0) (62.0)Net (expense) / income (299.6) (110.7) (410.3)Financial 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)Amortization of arrangement fees (18.6)– (18.6)Other finance expenses (41.4) (7.7) (49.1)From interest (310.2) (7.7) (317.9)Foreign exchange gain / (loss) 1 (2.4) (117.6) (120.0)Total – from subsequent valuation (2.4) (117.6) (120.0)Net (expense) / income (312.6) (125.3) (437.9)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 2022 20936. 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.37. 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 2022 210Foreign Currency ExposureIN MILLIONS OF CHFUSDEURGBPBRLOTHERTOTALDECEMBER 31, 2022Monetary assets 1,099.7 704.4 404.6 108.6 2,116.7 4,434.0 Monetary liabilities 516.5 2,637.5 399.3 140.9 2,092.9 5,787.1 Net currency exposure before foreign currency contracts and hedging 583.2 (1,933.1) 5.3 (32.3) 23.8 (1,353.1)Foreign currency contracts (815.6) 813.1 – 43.1 98.4 139.0 Hedging 255.7 1,075.9 –– (86.5) 1,245.1 Net currency exposure 23.3 (44.1) 5.3 10.8 35.7 31.0 DECEMBER 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 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)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 CHF31.12.202231.12.2021Effect on profit or loss based on USD (1.2) 0.8 Other comprehensive income based on USD 12.8 12.6 Effect on profit or loss based on EUR 2.2 0.7 Other comprehensive income based on EUR 53.8 56.4 Effect on profit or loss based on GBP (0.3) 0.6 Effect on profit or loss based on BRL (0.5) 1.7 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 211Reconciliation to categories of financial instruments:IN MILLIONS OF CHF31.12.202231.12.2021FINANCIAL ASSETSTotal financial assets held in foreign currencies (see above) 4,434.0 4,320.3 Less intercompany financial assets in foreign currencies (3,584.6) (3,690.0)Third party financial assets held in foreign currencies 849.4 630.3 Third party financial assets held in reporting currencies 507.5 651.4 Total third party financial assets 1 1,356.9 1,281.7 FINANCIAL LIABILITIESTotal financial liabilities held in foreign currencies (see above) 5,787.1 6,036.6 Less intercompany financial liabilities in foreign currencies (3,852.1) (4,083.4)Third party financial liabilities held in foreign currencies 1,935.0 1,953.2 Third party financial liabilities held in reporting currencies 5,912.8 6,512.3 Total third party financial liabilities 1 7,847.8 8,465.5 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 UNDER-LYING PRINCIPAL AMOUNTPOSITIVE FAIR VALUENEGATIVE FAIR VALUEDecember 31, 2022 856.0 10.1 99.8 December 31, 2021 7,025.2 9.0 63.5 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 21238. 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 profit/loss for the year 2022 would decrease by CHF 35.3 (2021: decrease by CHF 38.0) million.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 21338.2 ALLOCATION OF FINANCIAL ASSETS AND LIABILITIES TO INTEREST CLASSESIN %IN MILLIONS OF CHFAT DECEMBER 31, 2022Average variable interest rateAverage fixed interest rateVariable interest rateFixed interest rateTotal interest bearingNon-interest bearing TOTAL Cash and cash equivalents1.0% 4.5% 378.2 92.7 470.9 383.8 854.7 Trade and credit card receivables––– 62.3 62.3 Other accounts receivable1.1% 0.1 – 0.1 319.8 319.9 Other non-current assets0.7% 9.3% 2.4 4.8 7.2 112.8 120.0 Financial assets 380.7 97.5 478.2 878.7 1,356.9 Trade payables––– 486.4 486.4 Borrowings, current2.9% 3.6% 19.0 103.0 122.0 0.7 122.7 Other liabilities––– 754.5 754.5 Borrowings, non-current6.1% 2.4% 448.7 3,003.6 3,452.3 – 3,452.3 Lease obligations4.8% – 3,002.6 3,002.6 – 3,002.6 Other non-current liabilities––– 29.3 29.3 Financial liabilities 467.7 6,109.2 6,576.9 1,270.9 7,847.8 Net financial liabilities 87.0 6,011.7 6,098.7 392.2 6,490.9 IN %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 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 21439. 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 2022 21540. 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 2.1.1 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, 2022 IN MILLIONS OF CHF1-6 MONTHS6-12 MONTHS1-2 YEARSMORE THAN 2 YEARS TOTAL Cash and cash equivalents 863.4 8.8 –– 872.2 Trade and credit card receivables 62.3 ––– 62.3 Other accounts receivable 308.4 1.4 –– 309.8 Other non-current assets 0.2 0.5 2.2 117.2 120.1 Total cash inflows 1,234.3 10.7 2.2 117.2 1,364.4 Trade payables 486.4 ––– 486.4 Borrowings, current 116.6 25.7 –– 142.3 Other liabilities 754.5 ––– 754.5 Borrowings, non-current 55.8 56.1 118.0 3,728.3 3,958.2 Lease obligations 1 555.8 436.6 514.7 2,087.6 3,594.7 Other non-current liabilities––– 29.3 29.3 Total cash outflows 1,969.1 518.4 632.7 5,845.2 8,965.4 1 Lease obligation with a maturity of more than 2 years contain an amount of CHF 801.5 million with a maturity longer than 5 years.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.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 21640.2 REMAINING MATURITIES FOR DERIVATIVE FINANCIAL INSTRUMENTSDufry holds derivative financial instruments at year-end.AT DECEMBER 31, 2022 IN MILLIONS OF CHF1-6 MONTHS6-12 MONTHS1-2 YEARSMORE THAN 2 YEARS TOTAL Derivative financial assets 5.0 –– 5.2 10.1 Derivative financial liabilities 0.7 –– 99.1 99.8 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 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 21741. 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 CHF20222021PURCHASE OF GOODS FROMPURCHASE OF SERVICES FROMPension Fund Dufry, post-employment benefits 5.1 4.5 ACCOUNTS PAYABLES AT DECEMBER 31Pension Fund Dufry 0.3 0.6 The transactions with associates are the following:IN MILLIONS OF CHF20222021PURCHASE OF SERVICES FROMNuance Group (Chicago) LLC (0.1) (0.1)SALES OF SERVICES TOLojas Francas de Portugal S.A. 0.5 (0.3)Nuance Basel LLC (Sochi) 0.5 0.3 Puerto Libre Int. SA 0.1 0.1 Nuance Group (Chicago) LLC 0.3 0.2 NCM Brookstone Stores Georgia, LLC 0.1 –SALES OF GOODS TOLojas Francas de Portugal S.A. 15.3 19.9 Nuance Basel LLC (Sochi) 2.7 3.2 Puerto Libre Int. SA 0.8 0.5 Nuance Group (Chicago) LLC 0.7 0.3 NCM Brookstone Stores Georgia, LLC 0.2 0.1 ACCOUNTS RECEIVABLES AT DECEMBER 31Lojas Francas de Portugal S.A. 1.6 8.1 Nuance Basel LLC (Sochi) 1.1 9.8 Puerto Libre Int. SA– 0.2 Nuance Group (Chicago) LLC 2.5 1.9 NCM Brookstone Stores Georgia, LLC 1.0 0.6 ACCOUNTS PAYABLES AT DECEMBER 31Lojas Francas de Portugal S.A. 1.6 –Nuance Group (Chicago) LLC 1.1 0.1 NCM Brookstone Stores Georgia, LLC 0.6 –3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 1 The exact exchange ratio being 0.1582781301928567. 2 Dufry share price as of 3 February 2023 equals to 41.71 CHF. 218The 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 CHF20222021BOARD OF DIRECTORSNumber of directors911Current employee benefits 7.6 7.6 Post-employment benefits– 0.1 Total compensation 7.6 7.7 GLOBAL EXECUTIVE COMMITTEENumber of members87Current employee benefits 18.0 19.9 Post-employment benefits 1.8 1.4 Share-based payments (income) / expense 1 6.2 0.2 Total compensation 26.0 21.5 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 DATE42.1 COMBINATION WITH AUTOGRILL S.P.A.On July 11, 2022, Dufry AG and Autogrill S.p.A. announced the combination of Dufry, global leader in Travel Retail, and Autogrill, global leader in Travel Food & Beverage. The Group’s global footprint and presence in more than 75 countries will provide an exceptional experience and knowledge within the industry and enable strong, mutual value-creating relationships with concession partners and suppli-ers. The Group will employ around 60,000 people from over 150 nationalities glob-ally, united as one team. The new organization is expected to generate cost syner-gies, comprising both cost reductions and gross profit improvements. First, Dufry expects to realize optimization measures at cost of goods sold level in F&B and convenience with focus on the US. Secondly, Dufry expects to optimize support function costs and reduce business related operating expenses. Synergies are planned to be fully realized in the first two years post-transaction.In accordance with the Combination Agreement in consideration for the transfer of the 50.3 % stake in Autogrill to Dufry, Edizione (through its wholly owned sub-sidiary Schema Beta S.p.A.) was issued mandatory convertible non-interest bear-ing notes convertible into an aggregate of 30,663,329 newly issued Dufry shares, at an implied exchange ratio of 0.158 1 new Dufry shares for each Autogrill share. Edizione exercised its conversion right following closing on 3 February 2023 of the transfer and was issued 30,663,329 Dufry shares 2 (equal to 25.246 % of Dufry’s registered share capital). Considering the additional Dufry shares acquired on the 3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 3 For the purposes of the Offer, a four-decimal number has been applied and, consequently, the exchange ratio was rounded up to 0.1583. 219market between the signing and the closing by Edizione, the latter holds a stake of about 27.5 % of Dufry’s registered share capital.Pursuant to Italian law, Dufry will launch a mandatory public exchange offer for the remaining 188,121,226 Autogrill shares (excluding treasury shares) and expects to complete the full transaction including the mandatory exchange offer settle-ment towards the end of Q2 2023. Dufry will offer 0.15833 new Dufry shares for each Autogrill share. In compliance with Italian takeover law, Dufry will also offer a cash alternative equivalent to EUR 6.33 per Autogrill share in the mandatory ten-der offer. The exchange ratio corresponds to the same ratio as offered to Edizione and has been agreed by reference to the 3-month VWAP of Autogrill and Dufry shares prior to April 14, 2022, equal to EUR 6.33 per share for Autogrill and CHF 40.96 (EUR 39.71) per share for Dufry.As of December 31, 2022, there was a forward agreement in place for the combi-nation with Autogrill S.p.A. in 2023.As the acquisition date was only one month before the consolidated financials were authorized for issue and the initial accounting for the business combination is in-complete, we are currently not able to disclose further details of the business com-bination according to IFRS 3 such as: –the amounts recognised as of the acquisition date for each major class of assets acquired and liabilities assumed –Contingent liabilities recognized –Amount and nature of goodwill and amount of goodwill which is expected to be deductible for tax purposes –Amount of the non-controlling interest in the acquiree at acquisition date –Amounts of revenue and profit or loss of the acquiree since the acquisition date.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 Deloitte AG Pfingstweidstrasse 11 8005 Zürich Schweiz Phone: +41 (0)58 279 60 00 Fax: +41 (0)58 279 66 00 www.deloitte.ch 220Dufry AG, BaselBasel, March 2, 2023Statutory Report on the Audit of the Consolidated Financial StatementsOpinionWe have audited the consolidated financial statements of Dufry AG (the Company) and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at December 31, 2022, and the consolidated state-ment of profit or loss, the consolidated statement of other comprehensive income, the consolidated statement of changes in equity and the 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 accompanying consolidated financial statements (pages 136 to 219) give a true and fair view of the consolidated financial position of the Group as at December 31, 2022, and of its consolidated financial performance, and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Stan-dards (IFRS) and comply with Swiss law.Basis for OpinionWe conducted our audit in accordance with Swiss law, the International Standards on Auditing (ISA) and Swiss Stan-dards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements” section of our report. We are inde-pendent of the Group in accordance with the provisions of Swiss law, together with the requirements of the Swiss audit profession, as well as those of the Code of Ethics for Professional Accountants issued by the International Ethics Stan-dards 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 2,272.2 million (2021: 2,360.0 million). As at December 31, 2022, man-agement concluded that the estimated recoverable amount of goodwill of each of the Group’s segments exceeded their carrying amounts.The accounting policies regarding goodwill applied by the Group are explained in the Notes to the consolidated finan-cial statements in sections 2.3a and 2.3q. 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 per-formance 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.Consequently, we defined management’s assumptions made in relation to goodwill to be a key audit matter; especially because of 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.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 221How the scope of our audit responded to the key audit matterWe obtained an understanding of the controls in relation to the review of management’s judgment in allocating good-will 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 valua-tion 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 costs of capital (WACC) and compared them against management’s assumptions. We evaluated 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. Based on the procedures performed above, we obtained sufficient audit evidence to address the impairment risk of goodwill.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 1,170.4 million (2021: CHF 1,421.6 million) and right-of-use assets with definite useful lives in the amount of CHF 2,567.8 million (2021: CHF 3,120.8 mil-lion). As at December 31, 2022, management recorded an impairment charge of CHF 47.9 million for concession right intangibles and right-of-use assets and a reversal of impairment of CHF 66.0 from concession right intangibles and right-of-use assets (2021: CHF 365.6 million and CHF 172.7 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 2.3m, 2.3o and 2.3q. As detailed in Note 3, 10, 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.Consequently, we defined management’s assumptions made in relation to concession right intangibles and right-of-use assets to be a key audit matter; especially because of 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.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 agree-ments.3 Financial Report Consolidated Financial Statements DUFRY ANNUAL REPORT 2022 222Completeness of Lease Contracts and Accounting TreatmentKey Audit MatterThe Group’s balance sheet includes right-of-use assets of CHF 2,567.8 million (2021: 3,120.8 million) and lease obliga-tion of CHF 3,002.6 million (current and non-current) (2021: CHF 3,636.4 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 2.3f, 2.3m, 2.3v and 2.4. As detailed in Note 8, 17, 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 modifi-cations 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 testing 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 com-pleteness of the lease liability by selecting a sample of lease expenses to ensure appropriate classification of the vari-able lease contracts. We assessed the adequacy of the related disclosures in the corresponding Notes to the consolidated financial state-ments. Based on the procedures performed above, we obtained sufficient audit evidence to address the risk of completeness of lease contracts and accounting treatment.Other InformationThe Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements, the stand-alone financial statements, the renumeration report and our auditor’s reports thereon.Our opinion on the consolidated financial statements does not cover the other information 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 informa-tion 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 2022 223Board of Directors’ Responsibilities for the Consolidated Financial StatementsThe Board of Directors is responsible for the preparation of the consolidated financial statements, which 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 opin-ion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Swiss law, ISA and SA-CH 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 consolidated financial statements.A further description of our responsibilities for the audit of the consolidated financial statements is located on EXPERTsuisse’s website at: https://www.expertsuisse.ch/en/audit-report-for-ordinary-audits. This description forms an integral part of our report.Report on Other Legal and Regulatory RequirementsIn accordance with article 728a para. 1 item 3 CO and PS-CH 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 2022 224STATEMENT OFPROFIT OR LOSSFOR THE YEAR ENDED DECEMBER 31, 2022 IN THOUSANDS OF CHFNOTE20222021Financial income 26,571 24,076 Other income 21 214 Total income 26,592 24,290 Personnel expenses8 (18,149) (664)General and administrative expenses (11,361) (11,817)Management fee expenses (7,107) (1,778)Reversal of impairment / (Impairment) of investments in subsidiaries7 44,114 (223,465)Financial expenses (166) (626)Taxes (1,139) (1,228)Total expenses 6,192 (239,578)Profit / (loss) for the year 32,784 (215,288)3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 225STATEMENT OF FINANCIAL POSITIONAT DECEMBER 31, 2022IN THOUSANDS OF CHF NOTE31.12.202231.12.2021ASSETSCash and cash equivalents906 418 Current receivables third parties 64 103 Current receivables subsidiaries 2,313 2,868 Current receivables other group companies– 1,364 Loan to subsidiaries 775,000 790,000 Current assets 778,283 794,753 Investments in subsidiaries3 2,824,339 2,780,225 Non-current assets 2,824,339 2,780,225 Total assets 3,602,622 3,574,978 LIABILITIES AND SHAREHOLDERS’ EQUITYCurrent interest bearing liabilities 965 595 Current liabilities third parties 1,118 5,970 Current liabilities participants and bodies 70 –Current liabilities subsidiaries 1,094 1,167 Deferred income and accrued expenses 21,561 653 Current liabilities 24,808 8,385 Non-current liabilities––Total liabilities 24,808 8,385 Share capital5.1 453,985 453,985 Legal capital reservesReserve from capital contribution5.1 4,551,169 4,552,310 Reserve from capital contribution for own shares held at subsidiaries5.1 1,698 557 Legal retained earningsOther legal reserves 5,927 5,927 Voluntary retained earningsResults carried forward12 (1,446,186) (1,230,898)(Loss) / profit for the year12 32,784 (215,288)Treasury shares6 (21,563)–Shareholders’ equity 3,577,814 3,566,593 Total liabilities and shareholders' equity 3,602,622 3,574,978 3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 226NOTES 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 GOING CONCERNIn 2022, Dufry’s performance was characterized by a strong recovery of the travel retail industry, resulting in increasing sales in most regions where Dufry operates. In relation to the upcoming financing need for the combination with Autogrill, Dufry has as of the date of issuance of the consolidated financial statements obtained: –all necessary approvals from its shareholders to create sufficient new shares needed in the transaction; –a corresponding bridge financing; and –sufficient liquidity to fulfill its potential full obligation to compensate remaining Autogrill shareholder as per of the mandatory tender process.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 227For more information on the transaction with Autogrill, please refer to Note 13. The financial statement are prepared applying on a going concern basis.2.3 RUSSIA’S INVASION OF UKRAINEOn February 24, 2022, the Russian Federation initiated a military attack on the Ukraine. In Ukraine, the Dufry Group only has operations at the Airport in Odessa, which are suspended due to the conflict.The Russian travel market has a very low significance for Dufry Group - since Dufry operations in Russia, operated through a local JV, only represents 1.7 % of the 2022 Group’s net sales (2021: 2.2 %).However, any further deterioration of the economic situation in Russia or escala-tion in the hostilities between Russia and Ukraine as well as any restrictions of Rus-sian passengers to national or international travel may adversely affect Dufry’s business, including its operations in countries that have traditionally been popu-lar with Russian tourists.The Group cannot predict the outcome of the conflict but is monitoring the situ-ation very closely.2.4 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 or impairment reversal is recog-nized 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 the sale of 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 share-based awards granted and the corresponding 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.Exchange 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 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 2283. DIRECT SUBSIDIARIESSHARE IN CAPITAL AND VOTING RIGHTSSHARE CAPITALCURRENCYIN THOUSANDS31.12.202231.12.202131.12.202231.12.2021Dufry 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 SHARES31.12.202231.12.2021Advent International Corporation10.10% 10.10% State of Qatar6.91% 6.91% Alibaba Group Holding Limited5.40% 5.40% Compagnie Financiere Rupert5.00% 5.00% Norges Bank (the Central Bank of Norway)3.05% 0.00% Franklin Resources, Inc.3.00% 3.00% 5. SHARE CAPITAL5.1 ORDINARY SHARESIN THOUSANDS OF CHFNUMBER OF SHARESSHARE CAPITALRESERVE FROM CAPITAL CONTRIBUTIONBalance at January 1, 2021 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 Reclass from reserve from capital contribution for own shares held at subsidiaries–– (1,141)Balance at December 31, 2022 90,797,007 453,985 4,551,169 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.5.2 CONDITIONAL SHARE CAPITALIN SHARESCHFBalance at January 1, 2021 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 Increase of conditional share capital 30,663,329 153,316,645 Balance at December 31, 2022 39,743,029 198,715,145 3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 2295.3 AUTHORIZED SHARE CAPITALIN SHARESNOMINAL VALUE IN CHFBalance at January 1, 2021––Balance at December 31, 2021––Increase of authorized share capital 45,398,503 226,992,515 Balance at December 31, 2022 45,398,503 226,992,515 6. TREASURY SHARES IN THOUSANDS OFSHARESCHFBalance at January 1, 2021––Balance at December 31, 2021––Share purchases600,000 (21,563)Balance at December 31, 2022 600,000 (21,563)7. 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 in the past two years. Based on the assess-ment performed, the Company recognized an impairment reversal of CHF 44.1 (2021 impairment: 223.5.7) million.8. PERSONNEL EXPENSESThe personnel expenses correspond to the remuneration of selected members of the senior management.Dufry AG employed less than 10 employees in 2022 and 2021.9. 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, 2022, 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 AG3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 23010. 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 revolving credit facility19.12.2027 EUR 2,085.0 409.5 Subtotal 409.5 SENIOR NOTESSenior notes15.04.20283.38% EUR 725.0 717.5 Senior notes15.04.20263.63% CHF 300.0 300.0 Senior notes15.10.20242.50% EUR 800.0 791.7 Senior notes15.02.20272.00% EUR 750.0 742.2 Convertible notes30.03.20260.75% CHF 500.0 500.0 Mandatory convertible notes18.11.20234.10% CHF 69.5 –Subtotal 3,051.3 GUARANTEE FACILITYUncommitted guarantee facilityn.a. EUR 49.0 48.5 Subtotal 48.5 At December 31, 2022 3,509.3 IN MILLIONS OFMATURITYCOUPON RATECURRENCYNOMINAL AMOUNT IN LOCAL CURRENCYDRAWN AMOUNT IN CHFMAIN BANK CREDIT FACILITIESCommitted 5-years term loan03.11.2024 USD 550.0 501.7 5+1+1 - years revolving credit facility (multi-currency)03.11.2024 EUR 1,300.0 –Subtotal 501.7 SENIOR NOTESSenior notes15.04.20283.38% EUR 725.0 752.0 Senior notes15.04.20263.36% 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 Note18.11.20234.10% 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 There were no assets pledged as of December 31, 2022 and 2021.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 23111. 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, 2022 and December 31, 2021 (members not listed do not hold any shares or options):31.12.202231.12.2021IN THOUSANDSSHARESOUTSTANDING UNVESTED PSU 1PARTICIPATIONSHARESOUTSTANDING UNVESTED PSU 1PARTICIPATIONMEMBERS OF BOARD OF DIRECTORSJuan Carlos Torres Carretero, Chairman 611.8 –0.67% 556.2 –0.61% H. Jo Min, Lead Independent Director 0.7 –0.00% 0.7 –0.00% Lynda Tyler-Cagni, Director 3.6 –0.00% 3.6 –0.00% ADDITIONAL FORMER MEMBERS OF THE BOARD OF DIRECTORSJorge Born, Director n / a n / a n/a 31.7 –0.03% Julián Diáz Gonzalez, Director and former CEO n / a n / a n/a 153.2 57.40.23% Steven Tadler, Director n / a n / a n/a 19.0 –0.02% Total Board of Directors 616.1 –0.68% 764.4 57.4 0.91% MEMBERS OF GLOBAL EXECUTIVE COMMITTEEXavier Rossinyol, CEO 81.2 76.0 0.17% n / a n / a n/aYves Gerster, CFO 8.7 32.4 0.05% 3.7 20.3 0.03% Eugenio Andrades, CEO Operations 2.0 32.4 0.04% 2.0 22.3 0.03% Luis Marin, Global Chief Corporate Officer 10.8 32.4 0.05% 10.8 21.3 0.04% Pascal C. Duclos, Group General Counsel– 32.4 0.04% – 21.3 0.02% Andrea Belardini, Chief Commercial Officer 19.1 32.4 0.06% 19.1 21.3 0.04% Sarah Branquinho, Chief Diversity & Inclusion Officer 0.5 6.0 0.01% 0.4 3.1 0.00% ADDITIONAL FORMER MEMBER OF GLOBAL EXECUTIVE COMMITTEEJulián Diáz Gonzalez, Director and former CEO n / a n / a n/a 153.2 57.40.23% Total Global Executive Committee 122.3 244.0 0.40% 189.2 167.0 0.39% 1 Outstanding unvested Performance Share Units (PSU) at target level.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 232In addition to the above, in the previous reporting year, Juan Carlos Torres held a sale position of 0.12 % through options (114,420 voting rights) and Julián Díaz González held a sale position of 0.04 % through options (40,200 voting rights), both as of December 31, 2021.The detailed terms of these financial instruments were as disclosed to SIX Ex-change Regulation and published on January 9, 2021. Disclosure notices are avail-able on the SIX Exchange Regulation website:www.ser-ag.com / en / resources / notifications-market-participants / significant-shareholders.html#/3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 23312. MATERIAL INDIRECT SUBSIDIARIESH = Holding R = Retail D = Distribution CenterAS OF DECEMBER 31, 2022LOCATIONCOUNTRYTYPEOWNERSHIP IN %SHARE CAPITAL IN THOUSANDSCURRENCYEUROPE, MIDDLE EAST AND AFRICA (EMEA)WDFG UK LimitedLondonUKR100 360 GBPWDFG Ferries LimitedLondonUKR100 50 GBPWorld Duty Free Group SAMadridSpainH/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 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 USDRegstaer-SP LLCSt. PetersburgRussiaR51 10 RUBRegStaer M LtdMoscowRussiaR31 10,010 EURDufry Sharjah FZCSharjahU. Arab. EmiratesR50 150 AEDDufry Maroc SARLCasablancaMoroccoR80 2,500 MADWorld 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 EURDufry Shops Colombo LimitedColomboSri LankaR100 30,000 LKRADF Shops CJSCYerevanArmeniaR100 553,825 AMDASIA PACIFICThe Nuance Group (HK) LtdHong KongChinaR100–HKDThe Nuance Group (Macau) LtdMacauChinaR100 500 MOPDufry (Shanghai) Commercial Co., LtdShanghaiChinaR100 142,271 CNYNuance Group (Australia) Pty LtdMelbourneAustraliaR100 209,983 AUDDufry Thomas Julie Korea Co. LtdBusanSouth KoreaR85 1,000,000 KRWDufry Cambodia LtdPhnom PenCambodiaR80 4,925,600 KHRTHE AMERICASDufry do Brasil DF Shop LtdaRio de JaneiroBrazilR87 830,214 BRLDufry Lojas Francas LtdaSao PauloBrazilR87 1,323,310 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 UYPAldeasa Chile, LtdSantiago de ChileChileR100 2,517 USDDufry Jamaica LtdSt. JamesJamaicaR100–JMDDFC Ltd - BarbadosSt. MichaelBarbadosR100 10,000 BBDDufry Colombia SASBogotaColombiaR100 100,100 COPDufry Aruba N.V.OranjestadArubaR100 1,800 AWGDF Ecuador SAGuayaquilEcuadorR100 401 USDThe Nuance Group (Canada) Inc.TorontoCanadaR100 1,017 CAD3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 234AS OF DECEMBER 31, 2022LOCATIONCOUNTRYTYPEOWNERSHIP IN %SHARE CAPITAL IN THOUSANDSCURRENCYHudson Group Canada IncVancouverCanadaR100–CADWDFG Vancouver LPVancouverCanadaR100–CADAMS Canada, Vancouver Int. AirportVancouverCanadaR100–CADDufry Cruise Services, Inc.MiamiUSAR100–USDHudson Las Vegas JV Hudson News O'Hare JVLas VegasUSAR73–USDSeattle Air VenturesOlympiaUSAR75–USDHG Logan Retailers JVBostonUSAR80–USDWDFG North America LLCDelawareUSAH/R100–USDHudson News O'Hare JVChicagoUSAR70–USDHudson Group (HG) Retail, LLCNew JerseyUSAH/R100–USDAirport Management Services LLCLos AngelesUSAH/R100–USDJFK Air Ventures II JVNew YorkUSAR80–USDHG Midway JVChicagoUSAR65–USDHG Magic Concourse TBITLos AngelesUSAR68–USDHG Denver JVDenverUSAR76–USDHG-KCGI-TEI JFK T8 JVNew YorkUSAR85–USDAMS of South Florida JVFort LauderdaleUSAR31–USDHG St Louis JVSt. LouisUSAR70–USDHG PHL Retailers JVPhiladelphiaUSAR65–USDLAX Retail Magic 3-4 JVLos AngelesUSAR75–USDHG-Multiplex-Regali Dallas JVDallasUSAR75–USDDufry Newark IncNewarkUSAR100–USDWDFG TAC ATL Retail LLC, AtlantaDelawareUSAR86–USDWDFG LTL ATL JV LLC, AtlantaDelawareUSAR70–USDHG National JVVirginiaUSAR70–USDHudson-NIA JFK T1 JVNew YorkUSAR90–USDAMS-SJC JVSan JoseUSAR91–USDDufry O'Hare T5 JVChicagoUSAR80–USDLAX Retail Magic 2 JVLos AngelesUSAR73–USDHG EWR Terminal 1 JVNewarkUSAR70–USDThe Nuance Group (Las Vegas) LLCLas VegasUSAR73–USDHG-CV-Epicure-Martinez San Diego, JVSan DiegoUSAR71–USDWDFG Miami Airport Retail Partners JVMiamiUSAR35–USDHG-BW Charleston JVCharlestonUSAR85–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–EUR3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 1 The exact exchange ratio being 0.1582781301928567. 2 Dufry share price as of 3 February 2023 equals to 41.71 CHF. 3 For the purposes of the Offer, a four-decimal number has been applied and, consequently, the exchange ratio was rounded up to 0.1583. 23513. EVENTS AFTER REPORTING DATE13.1 COMBINATION WITH AUTOGRILL S.P.A.On July 11, 2022, Dufry AG and Autogrill S.p.A. announced the combination of Dufry, global leader in Travel Retail, and Autogrill, global leader in Travel Food & Beverage. The Group’s global footprint and presence in more than 75 countries will provide an exceptional experience and knowledge within the industry and enable strong, mutual value-creating relationships with concession partners and suppli-ers. The Group will employ around 60,000 people from over 150 nationalities glob-ally, united as one team. The new organization is expected to generate cost syner-gies, comprising both cost reductions and gross profit improvements. First, Dufry expects to realize optimization measures at cost of goods sold level in F&B and convenience with focus on the US. Secondly, Dufry expects to optimize support function costs and reduce business related operating expenses. Synergies are planned to be fully realized in the first two years post-transaction.In accordance with the Combination Agreement in consideration for the transfer of the 50.3 % stake in Autogrill to Dufry, Edizione (through its wholly owned sub-sidiary Schema Beta S.p.A.) was issued mandatory convertible non-interest bear-ing notes convertible into an aggregate of 30,663,329 newly issued Dufry shares, at an implied exchange ratio of 0.158 1 new Dufry shares for each Autogrill share. Edizione exercised its conversion right following closing on 3 February 2023 of the transfer and was issued 30,663,329 Dufry shares 2 (equal to 25.246 % of Dufry’s registered share capital). Considering the additional Dufry shares acquired on the market between the signing and the closing by Edizione, the latter holds a stake of about 27.5 % of Dufry’s registered share capital. Pursuant to Italian law, Dufry will launch a mandatory public exchange offer for the remaining 188,121,226 Autogrill shares (excluding treasury shares) and expects to complete the full transaction including the mandatory exchange offer settle-ment towards the end of Q2 2023. Dufry will offer 0.1583 3 new Dufry shares for each Autogrill share. In compliance with Italian takeover law, Dufry will also offer a cash alternative equivalent to EUR 6.33 per Autogrill share in the mandatory ten-der offer. The exchange ratio corresponds to the same ratio as offered to Edizione and has been agreed by reference to the 3-month VWAP of Autogrill and Dufry shares prior to April 14, 2022, equal to EUR 6.33 per share for Autogrill and CHF 40.96 (EUR 39.71) per share for Dufry.As of December 31, 2022, there was a forward agreement in place for the combi-nation with Autogrill S.p.A. in 2023.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 236As the acquisition date was only one month before the consolidated financials were authorized for issue and the initial accounting for the business combination is in-complete, we are currently not able to disclose further details of the business com-bination according to IFRS 3 such as: –the amounts recognised as of the acquisition date for each major class of assets acquired and liabilities assumed –Contingent liabilities recognized –Amount and nature of goodwill and amount of goodwill which is expected to be deductible for tax purposes –Amount of the non-controlling interest in the acquiree at acquisition date –Amounts of revenue and profit or loss of the acquiree since the acquisition date.PROPOSED APPROPRIATION OF RETAINED EARNINGS AND CAPITAL DISTRIBUTION IN THOUSANDS OF CHF20222021Proposed appropriation of retained earningsResult carried forward (1,446,186) (1,230,898)Loss for the year 32,784 (215,288)Retained earnings at December 31 (1,413,402) (1,446,186)Proposed distribution out of retained earnings Balance at beginning of the year 4,552,310 4,287,731 Share capital increase– 292,320 Incentive for conversion of bond– (28,881)Reclass from reserve from capital contribution for own shares held at subsidiaries (1,141) 1,140 Reserve from capital contribution at December 31 4,551,169 4,552,310 3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 Deloitte AG Pfingstweidstrasse 11 8005 Zürich Schweiz Phone: +41 (0)58 279 60 00 Fax: +41 (0)58 279 66 00 www.deloitte.ch 237Dufry AG, BaselBasel, March 2, 2023Statutory Report on the Audit of the Financial StatementsOpinionWe have audited the financial statements of Dufry AG (the Company), which comprise the statement of financial posi-tion as at December 31, 2022, and the statement of profit or loss for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.In our opinion, the accompanying financial statements, presented on pages 224 to 236 comply with Swiss law and the Company’s articles of incorporation.Basis for OpinionWe conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). 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 Company in accordance with the provisions of Swiss law, together with the requirements of the Swiss audit profession, and we have fulfilled our other ethical respon-sibilities 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 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 2.4, 3 and 7 to the financial statements, Dufry AG holds investments in Dufry Group companies with the carrying value of CHF 2,824.3 million (2021: CHF 2,780.2 million), representing 78% (2021: 78%) of the total assets. As at December 31, 2022, management recorded an impairment reversal of CHF 44.1 million (2021: CHF 223.5 million impairment charge).In accordance with Article 960 para. 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.Consequently, we defined management’s assumptions made in relation to valuation of investments in subsidiaries to be a key audit matter; especially because of 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.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 assessed the appropriateness of the mathematical integrity and valuation methodology used in the impairment tests. We evaluated 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 man-agement’s assumptions, with the support of our valuation specialists.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 238Other InformationThe Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements, the stand-alone financial statements, the renumeration report and our auditor’s reports thereon.Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the 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.Board of Directors’ Responsibilities 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 Company’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 Company 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. Rea-sonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH 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 eco-nomic 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 on EXPERTsuisse’s web-site at: https://www.expertsuisse.ch/en/audit-report-for-ordinary-audits. This description forms an integral part of our report.Report on Other Legal and Regulatory RequirementsIn accordance with article 728a para. 1 item 3 CO and PS-CH 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.Furthermore, we 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 2022 239DUFRY’S ALTERNATIVE PERFORMANCE MEASURESDufry believes that disclosing adjusted results of the Group’s performance en-hances the financial markets’ understanding of the company because the adjusted results enable better comparison across years. These CORE figures exclude ex-ceptional expenses and income such as acquisitions, disinvestments, impairments and amortization of acquisition-related intangible assets, which can differ signifi-cantly from year to year. In addition, the CORE figures exclude the accounting im-pact resulting from IFRS 16 lease accounting standard. This is achieved by revers-ing IFRS 16 related profit or loss line items (i.e. depreciation of right-of-use assets and lease interest) and adding the relevant concession fee owed based on the cor-responding concession agreement. For this same reason, Dufry’s profit or loss statement in accordance with IFRS is materially impacted by IFRS 16 lease ac-counting. We consider all our concession fees and corresponding payments as CORE to our business, in contrast to IFRS 16, which treats fixed payments as a fi-nancing activity. In addition, we believe that the straight line depreciation of right-of-use assets does not reflect the economic reality of our business and the oper-ational performance of our Group. Dufry uses these adjusted results in addition to IFRS as important factors in internally assessing the Group’s performance.Organic growthIN MILLIONS OF CHF20222021Like-for-like77.9% 39.0% Net new concessions(1.8% )14.2% Organic Growth76.1% 53.2% 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 income, is converted at constant previous year exchange rates. Organic growth is further split into Like-for-Like (LFL) growth and Net new con-cessions. 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.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 240CORE profit or lossIN MILLIONS OF CHF20222021Net sales 6,721.2 3,826.8 Advertising income 157.2 88.6 Turnover 6,878.4 3,915.4 Cost of sales (2,684.6) (1,704.4)Gross profit 4,193.8 2,211.0 Concession expenses (CORE) (2,029.9) (815.0)Personnel expenses (997.9) (635.4)Other expenses (CORE) (620.7) (428.5)Other income (CORE) 60.9 53.9 CORE EBITDA 606.2 386.0 Depreciation, amortization and impairment (CORE) (135.5) (256.1)CORE EBIT 470.7 129.9 Financial result (CORE) (175.6) (253.4)CORE Profit before tax 295.1 (123.5)Income tax (CORE) (105.5) (71.0)CORE Net profit 189.6 (194.5)ATTRIBUTABLE TONon-controlling interests 83.9 41.7 Equity holders of the parent 105.7 (236.2)EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENTCORE basic earnings / (loss) per share in CHF 1.14 (2.69)CORE diluted earnings / (loss) per share in CHF 1.12 (2.69)Our CORE profit or loss statements replaces the IFRS related lease expense lines with our concession fees as per the contracts and moves non-shop related leases back to other expenses. Also, we remove the FX impact on our lease obligations and the financing component of IFRS 16. In addition, all depreciation and amorti-zation expenses related to previous acquisitions are removed to enable a better view of the performance of the current year. CORE EBITDA is used by Dufry’s lend-ers to calculate covenants under the bank financing agreements. 3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 241Profit or loss reconciliation IFRS / CORE2022 IN MILLIONS OF CHFIFRSAcquisition related Adjustments (unaudited)CORE Adjustments (unaudited)CORE (unaudited)Net sales 6,721.2 –– 6,721.2 Advertising income 157.2 –– 157.2 Turnover 6,878.4 –– 6,878.4 Cost of sales (2,684.6)–– (2,684.6)Gross profit 4,193.8 –– 4,193.8 Leases expenses (IFRS) / Concession expenses (CORE) (1,081.9)– (948.0) (2,029.9)Personnel expenses (997.9)–– (997.9)Depreciation and amortization 1, 2 (1,111.5) 158.3 953.2 –(Impairment) / Reversal of impairment, net 16.8 15.6 (32.4)–Other expenses (IFRS) / Other expenses (CORE)3 (578.7)– (42.0) (620.7)Other income (IFRS) / Other income (CORE) 61.8 – (0.9) 60.9 Operating profit / CORE EBITDA 502.4 173.9 (70.1) 606.2 Depreciation, amortization and impairment (CORE)4–– (135.5) (135.5)Operating profit / CORE EBIT 502.4 173.9 (205.6) 470.7 Financial result (IFRS) / Financial result (CORE)5 (305.6)– 130.0 (175.6)Profit before taxes / CORE Profit before taxes 196.8 173.9 (75.6) 295.1 Income tax (IFRS) / Income tax (CORE)6 (76.2) (37.1) 7.8 (105.5)Net profit / CORE Net profit 120.6 136.8 (67.8) 189.6 ATTRIBUTABLE TONon-controlling interests 62.4 22.0 (0.5) 83.9 Equity holders of the parent 58.2 114.8 (67.3) 105.7 EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENTBasic Earnings / CORE Basic Earnings per share in CHF0.631.14Diluted Earnings / CORE Diluted Earnings per share in CHF0.621.121 CHF 158.3 million amortization of acquisition related concession rights, refer to note 18 of consolidated financial statements.2 CHF 953.2 million depreciation of property, plant and equipment, right-of-use assets and amortization of intangibles other than acquisition related concession rights.3 Other expenses (CORE) include non-shop leases.4 Depreciation of property, plant and equipment and amortization of intangibles other than acquisition related concession rights.5 Lease interest expenses and IFRS 16 related foreign exchange effect.6 CHF 37.1 million deferred taxes on acquisition related concession rights and CHF 7.8 million deferred taxes related to IFRS 16.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 2422021 IN MILLIONS OF CHFIFRSAcquisition related Adjustments (unaudited)CORE Adjustments (unaudited)CORE (unaudited)Net sales 3,826.8 –– 3,826.8 Advertising income 88.6 –– 88.6 Turnover 3,915.4 –– 3,915.4 Cost of sales (1,704.4)–– (1,704.4)Gross profit 2,211.0 –– 2,211.0 Leases expenses (IFRS) / Concession expenses (CORE) 176.4 – (991.4) (815.0)Personnel expenses (635.4)–– (635.4)Depreciation and amortization 1, 2 (1,210.0) 195.5 1,014.5 –(Impairment) / Reversal of impairment, net (280.5) 224.0 56.5 –Other expenses (IFRS) / Other expenses (CORE)3 (381.7)– (46.8) (428.5)Other income (IFRS) / Other income (CORE) 54.0 – (0.1) 53.9 Operating profit / (loss) / CORE EBITDA (66.2) 419.5 32.7 386.0 Depreciation, amortization and impairment (CORE)4–– (256.1) (256.1)Operating profit / (loss) / CORE EBIT (66.2) 419.5 (223.4) 129.9 Financial result (IFRS) / Financial result (CORE)5 (341.6)– 88.2 (253.4)Profit / (loss) before taxes / CORE Profit before taxes (407.8) 419.5 (135.2) (123.5)Income tax (IFRS) / Income tax (CORE)6 42.6 (128.0) 14.4 (71.0)Net profit / (loss) / CORE Net profit (365.2) 291.5 (120.8) (194.5)ATTRIBUTABLE TONon-controlling interests 20.2 14.1 7.4 41.7 Equity holders of the parent (385.4) 277.4 (128.2) (236.2)EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENTBasic Earnings / CORE Basic Earnings per share in CHF (4.39) (2.69)Diluted Earnings / CORE Diluted Earnings per share in CHF (4.39) (2.69)1 CHF 195.5 million amortization of acquisition related concession rights, refer to note 18 of consolidated financial statements.2 CHF 1,014.5 million depreciation of property, plant and equipment, right-of-use assets and amortization of intangibles other than acquisition related concession rights.3 Other expenses (CORE) include non-shop leases.4 Depreciation of property, plant and equipment and amortization of intangibles other than acquisition related concession rights.5 Lease interest expenses and IFRS 16 related foreign exchange effect.6 CHF 128.0 million deferred taxes on acquisition related concession rights and CHF 14.4 million deferred taxes related to IFRS 16.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 243CORE cash flowIN MILLIONS OF CHF20222021CORE EBITDA 606.2 386.0 Other non-cash items and changes in lease obligations (MAG related) 79.6 (238.9)Changes in net working capital (4.6) 75.7 Capital expenditures (110.1) (88.1)Cash flow related to minorities (65.0) (24.4)Dividends from associates 2.7 –Income taxes paid (76.1) (19.8)Cash flow before financing 432.7 90.5 Interest, net (134.1) (129.9)Other financing items 6.6 6.0 Equity free cash flow 305.2 (33.4)Financing activities, net (20.3) 343.8 Foreign exchange adjustments and other (16.1) (45.7)Decrease / (Increase) in net debt 268.8 264.7 – at the beginning of the period 3,079.5 3,344.2 – at the end of the period 2,810.7 3,079.5 Cash flow before financing is calculated from CORE EBITDA, corrected by changes in net working capital and concession related non-cash items (such as prepay-ments). In addition, capital expenditure (Capex), cash flows to minorities and in-come taxes are deducted. Cash flow before financing provides an effective mea-sure of Dufry’s cash flow generation from operations and investing activities.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.Financial net debtIN MILLIONS OF CHF31.12.202231.12.2021Borrowings (current and non-current) 3,575.0 3,816.9 Financial derivatives liability - Borrowings 99.8 63.5 Less financial derivatives assets - Borrowings (9.4) (7.4)Less cash and cash equivalents (854.7) (793.5)Financial net debt 2,810.7 3,079.5 Dufry’s financial net debt is not considering IFRS 16 related lease obligations.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 244Trade net working capital*IN MILLIONS OF CHF31.12.202231.12.2021Inventories 928.4 692.2 Trade and credit card receivables 62.3 85.3 Less trade payables (486.4) (335.2)Trade net working capital 504.3 442.3 * Formerly called core net working capital, renamed in order to improve clarity while in substance keeping consistency.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.Capital expenditure (Capex)IN MILLIONS OF CHF20222021Purchase of property, plant and equipment (97.4) (74.3)Purchase of intangible assets (15.9) (16.9)Proceeds from sale of property, plant and equipment 3.2 3.1 Capex (110.1) (88.1)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.OTHER DUFRY KPI’sFor transparency and comparison reasons, Dufry provides all previously reported KPIs as below:Adjusted operating profitIN MILLIONS OF CHF20222021Operating profit / (loss) 502.4 (66.2)Adjusted for:Amortization of concession rights 1 158.3 195.5 Impairment of concession rights 1 15.6 224.0 Impairment of goodwill 1– 21.6 Adjusted operating profit 676.3 374.9 1 Related to acquisitions.Adjusted 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 per-formance of Dufry Group and its segments.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 245Adjusted operating cash flowIN MILLIONS OF CHF20222021Cash flow before working capital changes 1,589.6 622.4 Lease payments (907.8) (478.4)Proceeds from lease income 4.0 3.1 Adjusted operating cash flow 685.8 147.1 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.Adjusted net profit & Adjusted earnings per share (EPS)IN MILLIONS OF CHF20222021Net profit / (loss) attributable to equity holders of the parent 58.2 (385.4)Adjusted for:Amortization of concession rights 1 158.3 195.5 Impairment of concession rights 1 15.6 224.0 Impairment of goodwill 1– 21.6 Deferred income tax on above lines (37.1) (128.0)Non-controlling interests on above lines (22.0) (14.1)Interest on lease obligations 127.6 109.8 Adjusted net profit 300.6 23.4 Basic Adjusted EPS in CHF3.24 0.27 Diluted Adjusted EPS in CHF 23.16 0.27 1 Related to acquisitions.2 No dilution effect in 2021.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 in-terest. 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.3 Financial Report Financial Statements of Dufry AG DUFRY ANNUAL REPORT 2022 246On 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.The financial reports are available under:www.dufry.com/en/media/download-centerPage section “All categories” – select Financial ReportsFor the Investor Relations and Corporate Communications contacts as well as a summary of anticipated key dates in 2023 please refer to pages 300 / 301 of this Annual Report.4 Governance Report DUFRY ANNUAL REPORT 2022 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 278) refers to the Company Organi- zation, Internal Regulations and Articles of Incor- poration that were in effect as of December 31, 2022 (if not specifically mentioned otherwise). On July 11, 2022, Dufry, as a leading global travel re- tailer, announced the combination with Autogrill S.p.A. (“Autogrill”), a global leader in Travel Food & Beverage, to create a new, integrated global Travel Experience player. The changes in Corporate Governance that are related to this transaction are mentioned in the rele- vant sections of this Report. A short summary of the transaction details is also provided in section 11. The Dufry / Autogrill Combination on page 276. The Articles of Incorporation are available 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 1,850 contacts with equity and debt investors, analysts and rating agencies in the form of personal meetings, capital market day, inves- tor and video conferences, calls and emails in 2022. 1.1 GROUP STRUCTURE For an overview of the management organizational chart and operational Group structure as at March 2, 2023, please refer to page 21 and see also the tables with members of the Global Executive Committee (for additional information as at December 31, 2022) on page 266 of this Annual Report. Listed company as of December 31, 2022 COMPANY Dufry AG, Brunngässlein 12, 4052 Basel, Switzerland (hereinafter “Dufry AG” or the “Company”) LISTING Registered shares: SIX Swiss Exchange MARKET CAPITALIZATION BASED ON SHARES ISSUED CHF 3,496,592,740 as of December 31, 2022 PERCENTAGE OF SHARES HELD BY DUFRY AG 0.67 % of Dufry AG share capital as of December 31, 2022 SECURITY NUMBERS Registered shares: ISIN-Code CH0023405456, Swiss Security-No. 2340545, Ticker Symbol DUFN Non-listed consolidated entities as of December 31, 2022 For a table of the operational non-listed consolidated entities please refer to page 233 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. 247 4 Governance Report DUFRY ANNUAL REPORT 2022 1.2 SIGNIFICANT SHAREHOLDERS Pursuant to the information provided to the Company by its shareholders in compliance with the Financial Market Infrastructure Act during 2022, the following shareholders disclosed significant positions as of December 31, 2022 1. Further details regarding these shareholders and shareholder groups as well as additional information regarding the individual disclosure notices in 2022 are available on the website of SIX Exchange Regulation at: www.ser-ag.com/en/resources/notifications-market- participants/significant-shareholders.html#/. SHAREHOLDER Through shares Long position through financial instruments 2 Short positions 3 Total of long positions Edizione S.p.A. 4 Advent International Corporation 5 State of Qatar 6 Alibaba Group Holding Limited 7 Compagnie Financière Rupert 8 Norges Bank (the Central Bank of Norway) 9 BlackRock, Inc. 10 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, conversion and share purchase rights, granted (written) share sale rights and other derivative holdings. Financial instruments that provide for or permit cash settlement (i.e. contracts for difference). 1 2 3 4 – 10.1 % 6.91 % 5.4 % 5.00 % 3.05 % 2.51 % 5 6 7 33.77 % – 1.13 % 2.3 % – – 0.49 % – – – – – - 0.6 % - 0.05 % 33.77 % 10.1 % 8.04 % 7.7 % 5.00 % 3.05 % 3.00 % 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 is Advent International Corporation, Boston, MA / USA. 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 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 due 2023) is Alibaba Group Holding Limited, Grand Cayman, Cayman Islands. Mandatory convertible notes, directly held by Schema Beta S.p.A., Treviso / Italy. The beneficial holder of the mandatory convertible notes is Edizione S.p.A., Treviso / Italy. The mandatory convertible notes referred to this disclosure notice are in conjunction with the Dufry / Autogrill Combination, and will be issued and delivered on the first Friday following the 10th business day after satisfaction of cer- tain conditions precedent agreed in the combination agreement dated July 11, 2022, among Dufry AG, Schema Beta S.p.A. and Edizione S.p.A., but in no event earlier than January 20, 2023 (note: such mandatory convertible notes have been issued after the here relevant date of December 31, 2022, namely on Friday 3, 2023 and have converted into Dufry shares on February 3, 2023). Note: With decision dated August 17, 2022, the Swiss Takeover Board decreed that Edizione S.p.A. was exempt from making a public takeover offer to the Dufry AG shareholders. 8 Shares directly held by Richemont Luxury Group Ltd, St Helier / Jersey. The beneficial holder of the shares is Compagnie Financière Rupert, Geneva / Switzerland. 9 Norges Bank (the Central Bank of Norway), Oslo / Norway. Of the total share position of 3.05%, 0.001% relate to securities lending and similar transactions. 10 BlackRock, Inc., New York, NY / USA. Of the total share position of 2.51 %, 0.24 % relate to securities lending and similar transactions and 0.7 % to delegated voting rights. 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 %. In addition, Dufry AG disclosed a purchase position and a sale position (disclosure notice dated July 13, 2022) as further described here: www.ser-ag.com/en/resources/notifications-market- participants/significant-shareholders.html#/. Understandings among shareholders The Company is not aware of shareholder agreements or understandings to be published pursuant to Art. 120 et seq. FMIA. 248 4 Governance Report DUFRY ANNUAL REPORT 2022 2. CAPITAL STRUCTURE 2.1 SHARE CAPITAL As of December 31, 2022, 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; plus CHF 153,316,645 (nominal value) divided in 30,663,329 to be fully paid registered shares with a nominal value of CHF 5 each AUTHORIZED CAPITAL CHF 226,992,515 (nominal value) divided in 45,398,503 to be fully paid registered shares with a nominal value of CHF 5 each For the website link regarding the Articles of Incorpo- ration referred to in the following chapters please see page 276 of this Corporate Governance Report. 2.2 DETAILS ON CONDITIONAL AND AUTHORIZED CAPITAL Conditional capital Article 3bis of the Articles of Incorporation, dated August 31, 2022, 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 each through the exercise of con- version and / or option rights granted in connection with the issuance of newly or already issued con- vertible debentures, debentures with option rights or other financing instruments by the Company 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 under Arti- cle 3bis represents 10.00 % of the issued ordinary share capital of the Company registered in the commercial register as of December 31, 2022. Article 3quater of the Articles of Incorporation, dated August 31, 2022, reads as follows: 1. The share capital may be increased in an amount not to exceed CHF 153,316,645 by the issuance of up to 30,663,329 fully paid registered shares with a nom- inal value of CHF 5 each through the exercise of con- version rights granted in connection with the issu- ance of convertible notes by the Company to Schema Beta S.p.A., a wholly-owned subsidiary of Edizione S.p.A., as consideration for the transfer of the 193,730,675 shares in Autogrill S.p.A., in accor- dance with the provisions of the Combination Agreement; 2. The preferential subscription rights of the share- holders shall be excluded in connection with the is- suance of convertible notes. The then current own- ers of the conversion rights shall be entitled to subscribe for the new shares; 3. The acquisition of shares through the exercise of conversion rights and each subsequent transfer of the shares shall be subject to the restrictions set forth in Article 5 of these Articles of Incorporation; 4. The conversion rights may be exercised for up to one year. The Combination Agreement determines the number of shares into which the convertible notes can be converted. The nominal amount and the con- version price of the convertible notes shall be deter- 249 4 Governance Report DUFRY ANNUAL REPORT 2022 mined on the basis of the value assigned to the shares of Autogrill S.p.A. under the terms of the Combina- tion Agreement. The conditional capital of CHF 153,316,645 under Ar- ticle 3quater in conjunction with the Dufry / Autogrill Combination represents 33.77 % of the issued ordinary share capital of the Company registered in the com- mercial register as of December 31, 2022. Authorized capital Article 3ter of the Articles of Incorporation, dated August 31, 2022, reads as follows: 1. The Board of Directors shall be authorized to in- crease the share capital in an amount not to exceed CHF 226,992,515 through the issuance of up to 45,398,503 fully paid registered shares with a nom- inal value of CHF 5 per share by not later than August 31, 2024. Increases in partial amounts shall be permitted. 2. The subscription and acquisition of the new shares, as well as each subsequent transfer of the shares, shall be subject to the restrictions of Article 5 of these Articles of Incorporation. 3. The Board of Directors shall determine the issue price, the type of contribution (including cash, con- tribution in kind and set-off), the date of issue of new shares, the conditions for the exercise of the preferential subscription rights, and the beginning date for dividend entitlement. In this regard, the Board of Directors may issue new shares by means of a firm underwriting through a banking institution, a syndicate or another third party and a subsequent offer of these shares to the current shareholders. The Board of Directors may permit preferential sub- scription rights that have not been exercised to ex- pire or it may place these rights and / or shares as to which preferential subscription rights have been granted but not exercised, at market conditions or use them for other purposes in the interest of the Company. 4. The Board of Directors is further authorized to re- strict or deny the preferential subscription rights of shareholders in whole or in part or allocate such rights to third parties in connection with the issu- ance of registered shares: a) To the remaining shareholders of Autogrill S.p.A. within the framework of the mandatory tender offer by the Company for all remaining outstand- ing shares of Autogrill S.p.A. following the con- summation of the combination agreement by and among the Company, Schema Beta S.p.A., and Edizione S.p.A. dated as of July 11, 2022 (the “Combination Agreement”) and the acquisition of 193,730,675 shares of Autogrill S.p.A. from 250 Schema Beta S.p.A., a wholly-owned subsidiary of Edizione S.p.A., by the Company contemplated thereunder, one or several voluntary tender of- fers by the Company for all remaining outstand- ing shares of Autogrill S.p.A. and / or any subse- quent re-opening of the tender period and / or proceeding for the fulfillment of the obligation to purchase the remaining outstanding shares of Autogrill S.p.A. and / or proceeding for the exer- cise of the right to purchase the remaining out- standing shares of Autogrill S.p.A. in accordance with applicable law; and / or b) In connection with the refinancing of cash pay- ments to be made within the framework of the transactions set forth under paragraph a) above. The authorized capital of CHF 226,992,515 under Arti- cle 3ter represents 50.00 % of the issued share capital of the Company registered in the commercial register as of December 31, 2022. 2.3 CHANGES IN CAPITAL OF DUFRY AG ORDINARY SHARE CAPITAL December 31, 2020 December 31, 2021 December 31, 2022 CONDITIONAL CAPITAL December 31, 2020 December 31, 2021 December 31, 2022 AUTHORIZED CAPITAL December 31, 2020 December 31, 2021 December 31, 2022 CHF 401,318,410 CHF 453,985,035 CHF 453,985,035 CHF 63,500,000 CHF 43,398,500 CHF 198,715,145 None None CHF 226,992,515 Changes in capital in 2022 Dufry held an Extraordinary General Meeting of Share- holders (“EGM”) on August 31, 2022. The EGM resolved to create additional conditional capital in the amount of CHF 153,316,645 and to introduce the new Article 3quater to the Articles of Incorporation. The EGM fur- ther resolved to create authorized capital in the amount of CHF 226,992,515 and to amend Article 3ter of the Articles of Incorporation. The change in the conditional capital and the authorized capital was reg- istered in the commercial register on September 5, 2022. By way of background, these capital changes occurred as part of the combination of Dufry with Autogrill S.p.A. (“Autogrill”), announced on July 11, 2022. As part of the combination, Schema Beta S.p.A. (“Schema Beta”), a wholly owned subsidiary of Edizione S.p.A. (“Edizione”), has transferred its entire stake of 50.3 % 4 Governance Report DUFRY ANNUAL REPORT 2022 of the issued share capital of Autogrill to Dufry on February 3, 2023. As consideration, Dufry issued to Schema Beta mandatory convertible notes which con- verted into 30,663,329 newly issued Dufry shares, at an implied exchange ratio of 0.158 new Dufry shares for each Autogrill share on February 3, 2023. Dufry is launching a mandatory tender offer for the remaining, outstanding Autogrill shares, offering 0.158 new Dufry shares for each Autogrill share. In compliance with Italian takeover law, Dufry will offer a cash alter- native equivalent to EUR 6.33 per Autogrill share in the mandatory tender offer. 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. 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 Dufry (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. 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, 2022, 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 (see also the new voting rights lim- itation of 25.1% mentioned below). The Company main- tains a share register showing the name and address of the shareholders or usufructuaries. Only persons registered as shareholders or usufructuaries of reg- istered shares in the share register shall be recognized as such by the Company. The Extraordinary General Meeting of Shareholders, held on August 31, 2022, resolved the following condi- tional resolutions regarding Article 10 of the Articles of Incorporation, which became effective upon the transfer of the Autogrill shares (i.e. the 50.3% stake owned by Edizione) to Dufry against the issuance of the mandatory convertible notes mentioned previ- ously under section 2.3 “Changes in capital in 2022” above: – Subject to paragraph 2 of Article 10 of the Articles of Incorporation, each share recorded as share with 251 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 According to the Articles of Incorporation, a change of the limitations on the transfer of registered shares or the removal of such limitations requires a resolu- tion of the General Meeting of Shareholders passed by at least two thirds of the votes represented and the absolute majority of the nominal value of shares rep- resented. 4 Governance Report DUFRY ANNUAL REPORT 2022 voting rights in the share register confers one vote on its registered holder; – The new paragraph 2 of Article 10 of the Articles of Incorporation reads as follows: Until June 30, 2029, no shareholder may exercise, directly or indirectly, voting rights with respect to own or represented shares in excess of 25.1 % of the share capital regis- tered in the commercial register. Legal entities and partnerships or other groups of persons or joint owners who are interrelated to one another through capital ownership, voting rights, uniform manage- ment or are otherwise linked as well as individuals or legal entities and partnerships who act in concert or otherwise act in a coordinated manner shall be treated as one single person (existing paras. 2 through 5 were renumbered accordingly). 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 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 252 Mandatory convertible notes issued in conjunction with the Autogrill combination in 2023: Pursuant to the Combination Agreement, Edizione (through Schema Beta) has transferred its entire 50.3 % stake of the issued share capital of Autogrill to Dufry on February 3, 2023. Dufry has issued on the same day mandatory convertible notes to Edizione (Schema Beta, respectively), which converted into an aggregate of 30,663,329 newly issued Dufry shares, at an implied ex- change ratio of 0.158 new Dufry shares for each Au- togrill share on February 3, 2023. Options As of December 31, 2022, 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 278 ff. 4 Governance Report DUFRY ANNUAL REPORT 2022 2.7 CONVERTIBLE BONDS AND OPTIONS Convertible bonds As of December 31, 2022, 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, 2022 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, 2022. MANDATORY CONVERTIBLE NOTES Issuer Listing Size of issue Outstanding amount as of Dec 31, 2022 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, 2022. 253 4 Governance Report DUFRY ANNUAL REPORT 2022 3. BOARD OF DIRECTORS 3.1 MEMBERS OF THE BOARD OF DIRECTORS As of December 31, 2022, the Board of Directors com- prised nine Board members compared with eleven members as of December 31, 2021. In conjunction with the Autogrill Combination, two additional members of the Board of Directors were elected at the Extraordi- nary General Meeting of Shareholders on August 31, 2022. Their election became effective after the com- pletion of the transfer of the 50.3 % stake in Autogrill from Edizione to Dufry on February 3, 2023. 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 tables set forth the name, profession, nationality and 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 busi- ness experience, education and activities. BOARD OF DIRECTORS AS OF DECEMBER 31, 2022 NAME PROFESSION Juan Carlos Torres Carretero Chairman of Dufry AG NATIONALITY Spanish POSITION WITH DUFRY Chairman Executive Vice President of CJ CheilJedang American Lead Independent Director Heekyung Jo Min Xavier Bouton Mary J. Steele Guilfoile Chairwoman of MG Advisors, Inc. American Luis Maroto Camino CEO and President of Amadeus IT Group Spanish Chairman of Supervisory Board of F.S.D.V. French Independent Director Independent Director Independent Director Joaquín Moya-Angeler Cabrera Ranjan Sen Lynda Tyler-Cagni Chairman of the Board of Corporación Empresarial Pascual Managing Partner of Advent International Spanish German Independent Director Independent Director CEO of Only the Best Agency British and Italian Independent Director Eugenia M. Ulasewicz Plural Board Independent Director American Independent Director ADDITIONAL MEMBERS OF THE BOARD OF DIRECTORS AS OF FEBRUARY 3, 2023 NAME PROFESSION NATIONALITY POSITION WITH DUFRY Alessandro Benetton Chairman of Edizione S.p.A. Enrico Laghi Chief Executive Officer of Edizione S.p.A. Italian Italian Honorary Chairman Vice-Chairman DATE OF FIRST ELECTION 2003 2016 2022 2020 2019 2021 2020 2018 2021 DATE OF FIRST ELECTION 2022 1 2022 1 1 Elected at the Extraordinary General Meeting on August 31, 2022. Their Board memberships has become effective as of the date of completion of the transfer of the 50.3% stake in Autogrill on February 3, 2023. Changes in the Board of Directors in fiscal year 2022 Jorge Born, Julián Díaz González and Steven Tadler, members of the Board of Directors since 2010, 2013 and 2018, did not stand for re-election at the Annual Gen- eral Meeting of Shareholders on May 17, 2022. For de- tails of their Curricula Vitae please refer to pages 241, 242 and 243, respectively, of the Annual Report 2021, which can be downloaded from the Company website under the following link: www.dufry.com/en/media/download-center page sec- tion “All categories - select Financial Reports”. 254 The Annual General Meeting of Shareholders, held on May 17, 2022, elected Mr. Xavier Bouton as a new mem- ber of the Board of Directors. The Extraordinary Gen- eral Meeting of Shareholders, held on August 31, 2022, elected Mr. Alessandro Benetton and Mr. Enrico Laghi as new members of the Board of Directors subject to the completion of the Autogrill transaction described above. For effectiveness of their election to the Board of Directors, please see comments above. 4 Governance Report DUFRY ANNUAL REPORT 2022 3.2 EDUCATION, PROFESSIONAL BACKGROUND, OTHER ACTIVITIES AND FUNCTIONS JUAN CARLOS TORRES CARRETERO Executive Chairman, born 1949, Spanish 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 ALESSANDRO BENETTON Honorary Chairman, Independent Director, as of February 3, 2023 Non-Executive, born 1964, Italian ENRICO LAGHI Vice-Chairman, Independent Director, as of February 3, 2023 Non-Executive, born 1969, Italian Education BBA from Boston University, MBA from Harvard Business School. Professional Background Mr. Benetton has been Chairman, CEO and founder of 21 Invest S.p.A. since 1992. He has been serving as member of the Board of Directors of Autogrill S.p.A. (1997 – 2023), as President of the Cortina 2021 Foundation to organize the Alpine Ski World Championships (2017 – 2021), as Chairman of the Benetton Group (2012 – 2013), as Board member of Robert Bosch International Holdings AG (2002 – 2018) and as Chairman of the Ben- etton Formula 1 Racing Team (1988 – 1998). Since 2022, Chairman of Edizione S.p.A. and Vice Chairman of Atlantia S.p.A. (since 2023). Education Degree in Business Administration from the La Sapenzia University of Rome. Professor of Account- ing & Finance at the La Sapienza University of Rome. Professional Background Mr. Laghi has been serving as member of the Board of Directors and the Board of Statutory Audi- tors of a number of listed Italian entities including Acea S.p.A. (2013 – 2019), Pirelli & C. S.p.A. (2006 – 2014), Gruppo Editoriale L’Espresso S.p.A. (2012 – 2013) and Unicredit S.p.A. (2013 – 2017) and Beni Stabili (2010 – 2018). Commis- sioner of Alitalia. Chairman of Edizione S.p.A. (2020 – 2022). Since 2022, Chief Executive Officer of Edizione S.p.A. Current Board Mandates Listed companies: Dufry AG Current Board Mandates Listed companies: Dufry AG Not listed companies or organizations: Atlantia S.p.A., 21 Invest S.p.A., 21 Investimenti S.p.A., 21 Investi- menti SGR S.p.A., 21 Invest France, University of Naples, Parthenope. Not listed companies or organizations: Edizione S.p.A., Atlantia S.p.A., Abertis Infraestructuras SA, Studio Laghi Srl 255 4 Governance Report DUFRY ANNUAL REPORT 2022 HEEKYUNG JO MIN Lead Independent Director, Non-Executive, born 1958, American MARY J. STEELE GUILFOILE Independent Director, Non-Executive, born 1954, American LUIS MAROTO CAMINO Independent Director, Non-Executive, born 1964, Spanish XAVIER BOUTON Independent Director, Non-Executive, born 1950, French 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. 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 Education Diploma in economics and finance from l’Institut d’Etudes Politiques de Boardeaux and doctorate in economics and business adminis- tration from the University of Bordeaux. Professional Background 1978 – 1984 Director of C.N.I.L. (Commission Nationale de l’Informatique et des Libertés). 1985 – 1994 General Secretary of Reader’s Digest Foundation. 1990 – 2005 Board member of Laboratoires Chemineau. 1999 – 2021 Board member of ADL Partners. 2005 – 2017 Board member of Dufry AG. Since 1999 Chairman of the Supervisory Board of F.S.D.V. (Fayenceries de Sarreguemines Digoin & Vitry la François), and since 2021 Chairman of the Board of Direc- tors of Edeis. Current Board Mandates Listed companies: Dufry AG and F.S.D.V. (Fayenceries de Sarreguemines Digoin & Vitry la François). Not listed companies or organizations: Edeis 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., Boston College (Trustee Associate), The Beacon Group LP 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. 256 4 Governance Report DUFRY ANNUAL REPORT 2022 JOAQUÍN MOYA-ANGELER CABRERA Independent Director, Non-Executive, born 1949, Spanish 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 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). RANJAN SEN Independent Director, Non-Executive, born 1969, German 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. Education B.A. (Hons) in Languages, Economics & Politics from the University of Kingston, 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 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. Education Bachelor’s degree from the University of Massachusetts, Amherst, Doctor of Law, College of Mount Saint Vincent, NY. 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 (from the latter man- date, resigned as of January 11, 2023). Not listed companies or organizations: None 257 4 Governance Report DUFRY ANNUAL REPORT 2022 Diversity and independence As of March 1, 2023, following the effectiveness of the Board memberships of Messrs. Benetton and Laghi, the Board of Directors has 64 % male and 36 % female members (December 31, 2022: 56 % male and 44 % 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. As of March 1, 2023, and December 31, 2022, all other members of the Board of Directors (91 % and 89 %, respectively, of the Board) are non-executive members and are also considered in- dependent. Over the past years, the Board of Directors has been consistently renewed. As of March 1, 2023, 82 % (De- cember 31, 2022: 78 %) of the Board members have a tenure of 5 years or less. None of the members of the Board of Directors (mem- bers as of March 1, 2023 and December 31, 2022, re- spectively) have ever been in a managerial position at Dufry AG or any of its subsidiaries. For information on related parties and related party transactions please refer to Note 41 on page 217 of the Consolidated Finan- cial Statements and to the information provided in the Remuneration Report on page 278 ff. of this Annual Re- port. DIVERSITY OF THE BOARD OF DIRECTORS AS OF MARCH 1, 2023 9 % BRITISH / ITALIAN 18 % ITALIAN 27 % SPANISH 9 % GERMAN 9 % FRENCH 27 % AMERICAN 36 % FEMALE 64 % MALE 9 % NOT INDEPENDENT 91 % INDEPENDENT 258 4 Governance Report DUFRY ANNUAL REPORT 2022 BOARD OF DIRECTORS AND BOARD COMMITTEES AS OF DECEMBER 31, 2022 BOARD OF DIRECTORS Chairman: Juan Carlos Torres Carretero Lead Independent Director: Heekyung Jo Min Xavier Bouton 1 Mary J. Steele Guilfoile Joaquín Moya-Angeler Cabrera Ranjan Sen Luis Maroto Camino Lynda Tyler-Cagni Eugenia M. Ulasewicz 1 Member of the Board of Directors since the Annual General Meeting of Shareholders held on May 17, 2022. Note: Messrs. Alessandro Benetton and Enrico Laghi were elected as members of the Board of Directors at the Extraordinary General Meeting of Shareholders on August 31, 2022. Their memberships became effective as of the date of the transfer of the 50.3% stake in Autogrill on February 3, 2023. AUDIT COMMITTEE NOMINATION AND ESG COMMITTEE REMUNERATION COMMITTEE Mary J. Steele Guilfoile, Chairwoman Heekyung Jo Min, Chairwoman Luis Maroto Camino Heekyung Jo Min Joaquín Moya-Angeler Cabrera Joaquín Moya-Angeler Cabrera Lynda Tyler-Cagni Eugenia M. Ulasewicz Luis Maroto Camino, Chairman Joaquín Moya-Angeler Cabrera Eugenia M. Ulasewicz OVERVIEW INDIVIDUAL ATTENDANCE BOARD AND COMMITTEE MEETINGS MEMBER OF THE BOARD OF DIRECTORS BOARD MEETINGS AUDIT COMMITTEE NOMINATION AND ESG COMMITTEE REMUNERATION COMMITTEE Juan Carlos Torres Carretero Heekyung Jo Min 1, 2 Xavier Bouton 3 Mary J. Steele Guilfoile 4 Luis Maroto Camino 12 / 12 12 / 12 6 / 7 11 / 12 10 / 12 Joaquín Moya-Angeler Cabrera 1, 5 12 / 12 Ranjan Sen Lynda Tyler-Cagni Eugenia M. Ulasewicz 5 Number of meetings in fiscal year 2022 Average attendance ratio 6 11 / 12 12 / 12 12 / 12 12 95 % – 3 / 3 – 4 / 4 4 / 4 3 / 3 – – – 4 100 % – 5 / 5 – – – 3 / 3 – 5 / 5 3 / 3 5 100 % – – – – 6 / 7 7 / 7 – – 7 / 7 7 95 % 1 Member of the Audit Committee since May 17, 2022. 2 Chairwoman of the Nomination and ESG Committee since April 1, 2022. 3 Member of the Board of Directors since the Annual General Meeting of Shareholders on May 17, 2022. 4 Chairwoman of the Audit Committee since May 17, 2022. 5 Member of the Nomination and ESG Committee since April 1, 2022. 6 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 their election at the General Meeting of Shareholders or the appointment to the Committees by the Board of Directors, as the case may be. 259 4 Governance Report DUFRY ANNUAL REPORT 2022 3.2 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 276 of this Corporate Governance Report. In accordance with Article 24 para. 2 of the Articles of Incorporation, dated August 31, 2022, no member of the Board of Directors may hold more than four addi- tional mandates in listed companies and ten additional mandates in non-listed companies. The following man- dates 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. 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. 3.3 ELECTION AND TERMS OF OFFICE In accordance with Article 13 of the Articles of Incor- poration, dated August 31, 2022: – The Board of Directors shall consist of at least three and at most nine 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 The Extraordinary General Meeting of Shareholders, held on August 31, 2022, resolved the following condi- tional resolutions regarding Article 13 of the Articles of Incorporation, which became effective upon the transfer of the Autogrill shares (i.e. the 50.3 % stake owned by Edizione) to Dufry against the issuance of the mandatory convertible notes mentioned previ- ously under section 2.3 “Changes in Capital 2022” (amendments underlined): – The Board of Directors shall consist of at least three and at most eleven members. – 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 or- ganization. The Board of Directors may elect up to two Vice-Chairman and a Honorary Chairman from amongst its members. It shall appoint a Secretary who does not need to be a member of the Board of Directors. All nine members of the Board of Directors, who are active as of December 31, 2022, were elected in indi- vidual elections at the Annual General Meeting of Shareholders held on May 17, 2022. The Annual Gen- eral Meeting of Shareholders re-elected Juan Carlos Torres Carretero as Chairman of the Board of Direc- tors. Ms. Eugenia M. Ulasewicz, Mr. Joaquín Moya-An- geler Cabrera and Mr. Luis Maroto Camino were re- elected in individual elections as members of the Remuneration Committee at this Annual General Meeting of Shareholders. In addition, Mr. Alessandro Benetton and Mr. Enrico Laghi were elected in individual elections at the Ex- traordinary General Meeting of Shareholders on August 31, 2022. Their Board memberships became ef- fective as of February 3, 2022, as explained above. 3.4 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 and ESG Committee, and appoint a Secretary who does not need to be a member of the Board of Direc- tors. Under the new Articles of Incorporation that 260 4 Governance Report DUFRY ANNUAL REPORT 2022 were resolved at the Extraordinary General Meeting (and effective as of the transfer of the Autogrill stake), the Board of Directors may elect up to two Vice-Chair- men and a Honorary Chairman from amongst its mem- bers. 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; As of December 31, 2022, Dufry AG has three com- mittees: the Audit Committee, the Nomination and ESG Committee 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. 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 Nomination and ESG Committee, which is chaired by the Lead Independent Director. The entire Board of Directors is quarterly informed on the ESG strategy implementation. On the management level, the interdisciplinary ESG Committee defines and drives the implementation of the ESG strategy. The ESG Committee in 2022 con- sisted of the CEO, CFO, CEO Operations, Chief Com- mercial Officer, Chief Diversity & Inclusion Officer, Group General Counsel, Global Chief Corporate Offi- cer, Chief People Officer, Chief Compliance Officer, Global Internal Audit Director, Global Head of Inves- tor Relations and the Global Head of Corporate Com- munications & Public Affairs. This Committee met 6 times in 2022. 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. Audit Committee Members as of December 31, 2022: Mary J. Steele Guilfoile (Chairwoman of the Audit Committee), Luis Maroto Camino, Heekyung Jo Min, Joaquín Moya- Angeler Cabrera. 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. – Review and assessment of the audit plan and the audit results and monitoring of the implementation of the findings by management; – Review the 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 2022, 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 Group and its business and support the management in meeting the requirement and expec- tations of stakeholders. The length of the meetings was approximately 2 to 3 hours in 2022. The auditors attended 3 meetings via video conference. The Chairman of the Board of Di- rectors usually participates as a guest in the Audit Committee meetings. Members of the Global Execu- tive Committee attended the meetings of the Audit Committee as follows: CEO 3 meetings, former CEO 2 meetings and the CFO (who acts as Secretary of the Audit Committee) 4 meetings. Chief Corporate Offi- cer 1 meeting. 261 4 Governance Report DUFRY ANNUAL REPORT 2022 Nomination and ESG Committee Members as of December 31, 2022: Heekyung Jo Min (Chairwoman of the Nomination and ESG Committee), Joaquín Moya-Angeler Cabrera, Lynda Tyler-Cagni, Eugenia M. Ulasewicz. In April 2022, the previously separate function for the oversight of ESG (held by the Lead Independent Direc- tor) and the former Nomination Committee were com- bined into the new Nomination and ESG Committee. The members of the Nomination and ESG 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 com- paratively minor business relations with the Company. The members shall be appointed, as a rule, for the en- tire duration of their mandate as Board members and be re-eligible. The Nomination and ESG Committee assists the Board of Directors in fulfilling its nomination and ESG strat- egy 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; – Review on a regular basis and oversee the Group’s global strategy and reputation regarding ESG mat- ters and make recommendations to the Board on measures to ensure the long-term governance and sustainability of the Group; – Monitor and assess current and emerging trends in ESG matters that may affect the business, opera- tions, performance or reputation of the Group; – Monitor the Group’s performance regarding ESG matters based on metrics, systems and procedures, as deemed necessary and appropriate; – Review the sustainability report intended for publi- cation and make a proposal to the Board with re- spect to the approval of such report; – Oversee the Group’s communication and engage- ment on ESG matters with employees, sharehold- ers, investors, customers, the media and the gen- eral public; – Monitor and assess the developments in corporate governance-related laws, regulations, standards and best practices, and analyze the external percep- tion of the corporate governance of the Company and the Group; – Advise and make recommendations to the Board re- garding corporate governance-related matters; and – Annually conduct and supervise the self-assess- ment of the Board and its Committees, and the as- sessment of the CEO and the other members of the Global Executive Committee. The Nomination and ESG Committee meets as often as business requires (usually 2 – 4 meetings per year). The Nomination and ESG Committee held 5 meetings in the fiscal year 2022 that lasted about 2 to 3 hours (Q1: 2 meetings, Q2: 2 meetings, and Q4: 1 meeting). Members of the Global Executive Committee attended these meetings as follows: CEO 3 meetings. Remuneration Committee Members as of December 31, 2022: Luis Maroto Camino (Chairman of the Remuneration Committee), Joaquín Moya-Angeler Cabrera, Eugenia M. Ulasewicz. 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 262 4 Governance Report DUFRY ANNUAL REPORT 2022 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 in the fiscal year 2022 that lasted about 2 to 3 hours (Q1: 3 meetings, Q2: 1 meeting, Q3: 1 meeting, Q4: 2 meet- ings). The Chairman of the Board of Directors usually participates as a guest in the Remuneration Commit- tee meetings. Members of the Global Executive Com- mittee attended these meetings as follows: CEO 4 meetings, former CEO 2 meetings. At the Extraordinary General Meeting on August 31, 2022, Mr. Enrico Laghi was also elected as a member of the Remuneration Committee. This election became effective as of the date of the transfer of the 50.3 % stake in Autogrill shares from Edizione to Dufry on February 3, 2023. 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 12 meetings during fiscal year 2022. The Board of Direc- tors held 8 of these meetings as physical meetings and 4 as video conference meetings. The meetings of the Board of Directors lasted about 4 hours. The Chair- man 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 2022 as follows: CEO 12 meetings, former CEO 4 meet- ings, CFO 12 meetings, Group General Counsel 12 meetings, Global Chief Corporate Officer 6 meetings, The Board of Directors also engages specific advisors to address specific matters when required. External financial advisors attended pertinent portions of 2 meetings of the Board of Directors in 2022. The ex- ternal Auditors attended 3 meetings of the Audit Committee in 2022. 3.5 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. 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; – Submission of an application for debt-restructuring moratorium and 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; 263 4 Governance Report DUFRY ANNUAL REPORT 2022 – 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. 3.6 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 daily and weekly basis; income statement, cash management and key performance indicators (KPI) including cus- tomer, margins and investment information, balance sheet, cash flow 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 performance indicators are submitted to the entire Board of Directors on a quarterly basis. These quarterly updates also include non-financial information such as, but not exclusively, general business updates, progress on the implemen- tation of the company’s ESG strategy as well as sta- tus updates from the Global Internal Audit & Investi- gations 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. 264 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. Key risks are identified and corresponding processes and con- trols included in the annual risk auditing plan. The de- partment prepares a detailed review and auditing plan on a yearly basis with quarterly reassessments and submits it to the Audit Committee. Internal Audit Internal audit is an independent function that provides objective assurance and consulting activity, aiming to improve the organization’s operations. The selection of Internal Audit reviews to be executed during the year is based on a specific methodology throughout the Dufry Group and includes the consideration of in- ternal and external factors. Regular follow-up is per- formed to ensure that risk mitigation and control im- provement 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. 4 Governance Report DUFRY ANNUAL REPORT 2022 2022 Focus Points of Global Internal Audit & Investigations In fiscal year 2022, Global Internal Audit conducted 28 reviews, with a global or operation scope examin- ing activities, risk exposures and processes. In line with various initiatives implemented by the Group, to adapt the Company to the new business environment and to prepare the organization for the recovery phase after COVID-19 and beyond, Global Internal Audit’s approach was to focus its efforts in assuring key re- tail risk around inventory and cash management glob- 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. The Global Investigations team executed monthly val- idations for assurance over the cash deposits and POS transactions globally, with coverage of over 90 % of net sales. 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 Sustainability Report Annex on page 303 ff of this re- port and on the sustainability website: 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. 265 4 Governance Report DUFRY ANNUAL REPORT 2022 4. GLOBAL EXECUTIVE COMMITTEE 4.1 MEMBERS OF THE GLOBAL EXECUTIVE COMMITTEE As of December 31, 2022, the Global Executive Com- mittee comprised seven executives (also seven mem- bers as of December 31, 2021). The Global Executive Committee under the control of the CEO conducts the operational management of the Company pursuant to the Company’s board regulations. 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. All agreements entered into with the members of the Global Executive Committee are entered for an indefinite period of time. GLOBAL EXECUTIVE COMMITTEE AS OF DECEMBER 31, 2022 NAME NATIONALITY POSITION GEC MEMBER SINCE YEAR Xavier Rossinyol 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) 2022 2019 2016 2019 2021 2005 2014 ADDITIONAL GLOBAL EXECUTIVE COMMITTEE MEMBER AS OF JANUARY 1, 2023 NAME NATIONALITY POSITION GEC MEMBER SINCE YEAR Katrin Volery Swiss Chief People Officer (CPO) 2023 NEW GLOBAL EXECUTIVE COMMITTEE AS OF FEBRUARY 7 / MARCH 2, 2023 NAME NATIONALITY POSITION GEC MEMBER SINCE YEAR Xavier Rossinyol Yves Gerster Freda Cheung Pascal C. Duclos Steve Johnson Luis Marin Camillo Rossotto Vijay Talwar 1 Katrin Volery Enrique Urioste 1 Spanish Swiss Chief Executive Officer (CEO) Chief Financial Officer (CFO) Canadian President and CEO Asia Pacific (APAC) Swiss American Spanish Italian Group General Counsel President and CEO North America (NA) President and CEO Europe, Middle East and Africa (EMEA) Chief Public Affairs & ESG Officer American Chief Digital & Customer Officer Swiss Chief People & Culture Officer Uruguayan President and CEO Latin America (LATAM) 2022 2019 2023 2005 2023 2014 2023 2023 2023 2023 1 Member of Global Executive Committee effective as of March 1 and March 2, 2023, respectively. 266 4 Governance Report DUFRY ANNUAL REPORT 2022 4.2 EDUCATION, PROFESSIONAL BACKGROUND, OTHER ACTIVITIES AND VESTED INTERESTS XAVIER ROSSINYOL Chief Executive Officer, born 1970, Spanish YVES GERSTER Chief Financial Officer, born 1978, Swiss 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 Bachelor’s degree in Business Ad- ministration at ESADE (Spain), MBA at ESADE and at the University of British Columbia (Canada and Hong Kong), Master’s degree in business law from Universidad Pompeu Fabra (Spain). Professional Background 1989 – 1993 Various positions at Areas (member of the French group Elior) with responsibility for finance, controlling, strategic planning. 2004 – 2012 Chief Finan- cial Officer at Dufry. 2012 – 2015 Chief Operating Officer Region EMEA & Asia at Dufry. 2015 – 2021 Chief Executive Officer at gate- group. Since June 2022 Chief Executive Officer at Dufry AG. EUGENIO ANDRADES Chief Executive Officer Opera- tions until February 6, 2023, born 1968, Spanish 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. September 2020 - February 2023 Chief Executive Officer Operations at Dufry AG. 267 4 Governance Report DUFRY ANNUAL REPORT 2022 ANDREA BELARDINI Chief Commercial Officer until February 6, 2023, born 1968, Italian SARAH BRANQUINHO Chief Diversity & Inclusion Officer until February 6, 2023, born 1956, British PASCAL C. DUCLOS Group General Counsel, born 1967, Swiss 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. September 2020 - February 2023 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. July 2021 – Febru- ary 2023 Chief Diversity & Inclu- sion Officer at Dufry AG. Served also in industry roles (alongside her business roles) for: 2009 – 2018 Chair of the UK Travel Retail Forum (UKTRF), Board member ETRC. 2012 – 2018 Presi- dent 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. 268 4 Governance Report DUFRY ANNUAL REPORT 2022 LUIS MARIN President and CEO Europe, Middle East and Africa, born 1971, Spanish KATRIN VOLERY Chief People & Culture Officer as of January 1, 2023, born 1968, Swiss FREDA CHEUNG President and CEO Asia Pacific as of February 7, 2023, born 1970, Canadian 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 2012 – 2023 also responsible for mergers and acquisitions. 2014 Appointed Chief Corporate Officer. 2018 – 2023 Global Chief Corporate Officer at Dufry AG. Since February 2023 President and CEO Europe, Middle East and Africa at Dufry AG. Education Diploma from the HSO Business School Switzerland in Bern, Diploma from WKS Business Management Team Bern, Certifi- cate in Strategic Leadership by IMD Lausanne. Professional Background 2000 – 2015 Various positions and mid-/long-term Human Resources Leader assignments. 2015 – 2016 Chief Human Resources Officer at Tamedia (TX Group). 2016 – 2017 Head Human Resources at Syn- genta. 2018 – 2020 Head Human Resources EurAsia and Global Paper Solenis. 2020 – 2022 Chief Human Resources Officer at Meraxis (REHAU Group). 2022 – 2023 Chief People Officer at Dufry AG. Since February 2023 Chief People & Culture Officer at Dufry AG. Education CA, Chartered Professional Accountants of Canada (CPA Canada), BComm (Hons), Accounting from the University of British Columbia. Professional Background Prior to 2006 Various positions in Accounting and Finance. 2006 - 2010 Vice President Corporate Services World Duty Free (WDF). 2010 – 2017 CEO Canada World Duty Free (WDF). 2017 – 2019 Senior Vice President Commerical USA / Canada at Dufry. 2022 – 2023 Exec- utive Vice President & Country Gen- eral Manager US / Canada at Dufry. Since February 2023 President and CEO Asia Pacific at Dufry AG. 269 4 Governance Report DUFRY ANNUAL REPORT 2022 STEVE JOHNSON President and CEO North America as of February 7, 2023, born 1963, American CAMILLO ROSSOTTO Chief Public Affairs & ESG Officer as of February 7, 2023, born 1962, Italian VIJAY TALWAR Chief Digital & Customer Officer as of March 1, 2023, born 1971, American ENRIQUE URIOSTE President and CEO Latin America as of March 2, 2023, born 1962, Uruguayan Education Bachelor of Science degree in marketing from the University of Texas at Arlington. Professional Background 1996 – 1998 Group Marketing Director Westfield. 1998 – 2000 Head of Airport Management & Development Westfield. 2000 – 2014 Executive Vice President Business Development HMS Host. 2014 – 2023 President HMS Host. Since February 2023 President and CEO North America at Dufry AG. Education MBA from L. Stern School of Busi- ness in New York, Degree in Politi- cal Science from the University of Turin. Professional Background Prior to 2011 different roles and functions within several compa- nies including Fiat and Barilla. 2011 – 2012 Chief Financial Officer CNH, part of Fiat. 2012 – 2016 Chief Financial Officer Rai TV. 2016 – 2018 Chief Financial Officer Lavazza. 2018 – 2023 Chief Financial Officer & Chief Sustain- ability Officer Autogrill. Since February 2023 Chief Public Affairs & ESG Officer at Dufry AG. Education MBA Marketing & Strategy from the University of Chicago Booth School of Business, M. Acc, Ac- counting from the University of Miami. Professional Background 2010 – 2014 CEO/CFO Blue Nile. 2016 – 2019 President Digital Footlocker. 2020 – 2021 CEO EMEA and Global CIO Footlocker. 2019 – 2022 CEO EMEA Footlocker. 2022 CEO WISH. Since March 2023 Chief Digital & Customer Officer at Dufry AG. Education Law Degree from University of Montevideo, Post Graduate Diploma International Law ISS Holland, Business Executive Pro- gram IEM from Business School of the University of Montevideo. Professional Background 1999 – 2002 CEO IOSC. 2002 – 2007 President & CEO Interbaires Duty Free Shop. 2007 – 2011 President Airport Division Duty Free Americas. 2011 – 2020 CEO Neutral Duty Free Shops. 2020 – 2023 General Manager South America Cluster at Dufry AG. Since March 2023 President and CEO Latin America at Dufry AG. 270 4 Governance Report DUFRY ANNUAL REPORT 2022 Changes in the Global Executive Committee in fiscal year 2022 and fiscal year 2023 Julián Díaz Golzález stepped down from his position as Chief Executive Officer on May 31, 2022 and did not stand for reelection as member of the Board of Direc- tors at the AGM 2022 (in this Corporate Governance Report and the Remuneration Report, Mr. Díaz will be referred to as “former CEO”). Xavier Rossinyol joined Dufry as designated CEO and member of the Global Ex- ecutive Committee on March 1, 2022, and became Chief Executive Officer effective June 1, 2022. For details regarding the Curriculum Vitae of Julián Díaz González please refer to the Annual Report 2021, page 252 of the Corporate Governance section. The Annual Report 2021 can be downloaded from the Download Center on the Company website under www.dufry.com/en/media/download-center page se- lection “All categories - select Financial Reports”. On November 2, 2022, Dufry announced that Katrin Volery will join the Global Executive Committee as the Company’s Chief People Officer, effective January 1, 2023. Katrin Volery’s Curricula Vitae is shown on page 269 of this Corporate Governance Report. In 2023, Dufry announced further changes in the Global Executive Committee, effective as of February 7 and as of March 1 and March 2, 2023, respectively. The Global Executive Committee of the combined Group between Dufry and Autogrill has the following members: – Xavier Rossinyol, CEO – Yves Gerster, CFO – Freda Cheung, President and CEO Asia Pacific – Steve Johnson, President and CEO North America – Luis Marin, President and CEO Europe, Middle East and Africa – Enrique Urioste, President and CEO Latin America – Pascal Duclos, Group General Counsel – Camillo Rossotto, Chief Public Affairs & ESG Officer – Vijay Talwar, Chief Digital & Customer Officer – Katrin Volery, Chief People & Culture Officer The former members Eugenio Andrades, Andrea Belardini and Sarah Branquinho left the Global Exec- utive Committee as of February 6, 2023. DIVERSITY OF THE GLOBAL EXECUTIVE COMMITTEE AS OF MARCH 2, 2023 10 % URUGUAYAN 10 % CANADIAN 10 % ITALIAN 30 % SWISS 20 % SPANISH 20 % AMERICAN 20 % FEMALE 80 % MALE Diversity As of March 2, 2023, the Global Executive Committee has 80 % male and 20 % female members (December 31, 2022, 86 % male and 14 % female members). The Global Executive Committee has been consis- tently renewed over the past years. As of March 2, 2023, 80 % of the Global Executive Committee mem- bers have been in their GEC positions for a period of 5 years or less (December 31, 2022: 57 %). Other activities and vested interests As of March 2, 2023 and December 31, 2022, respec- tively, none of the members of the Global Executive Committee of Dufry AG has had other activities in gov- erning and supervisory bodies of, or advisory functions to, important Swiss or foreign organizations, institu- tions or foundations under private and public law out- side Dufry Group, or held any public or political office. 271 4 Governance Report DUFRY ANNUAL REPORT 2022 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 August 31, 2022, no member of the Global Executive Committee may hold more than two additional mandates in listed companies and four additional mandates in non-listed companies. The fol- lowing mandates are not subject to the limitations un- der 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 276 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 2022 is included in the Remuneration Report on pages 278 to 296 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 272 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 2022 UNDER THE COVID-19 SITUATION The COVID-19 pandemic continued to impact the con- duct of the General Meetings of Shareholders held on May 17, 2022, and August 31, 2022, respectively. Both General Meetings were held without the physical pres- ence of shareholders. This was based on Article 27 of the Ordinance 3 issued by the Swiss Federal Council on measures to prevent coronavirus (COVID-19). The shareholders were able to exercise their rights at both 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 up- coming Annual General Meeting of Shareholders to be held on May 8, 2023, will be held as a General Meeting with the physical presence of shareholders again. 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 4 Governance Report DUFRY ANNUAL REPORT 2022 votes at the General Meeting of Shareholders. See section 6.5 below. 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. The Extraordinary General Meeting of Shareholders, held on August 31, 2022, resolved a change regarding Article 10 of the Articles of Incorporation (to become effective upon the transfer of the 50.3 % Autogrill stake to Dufry, which occurred on February 3, 2023), which includes the following voting limit: Until June 30, 2029, no shareholder may exercise, directly or indi- rectly, voting rights with respect to own or repre- sented shares in excess of 25.1 % of the share capital registered in the commercial register. For more details on this changed Article, please refer to section 2.4 above. 6.3 THE INDEPENDENT VOTING RIGHTS REPRESENTATIVE In accordance with Article 10 para. 3 of the Articles of Incorporation, dated August 31, 2022, 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 17, 2022, 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 2023. 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, the Company will once more enable its share- holders to send their voting instructions electronically to the independent voting rights representative Alten- burger 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. 6.4 QUORUMS 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; A combination of shares (reverse share split); 2. The creation of shares with increased voting powers; 3. Restrictions on the transfer of registered shares 4. and the removal of such restrictions; Restrictions on the exercise of the right to vote and the removal of such restrictions; 5. 6. The introduction of a conditional capital or the 7. introduction of a capital range; An increase in share capital through the conver- sion of capital surplus, through a contribution in kind, by set-off against a claim or a grant of spe- cial benefits upon a capital increase; 8. The restriction or denial of pre-emptive rights; 9. The change of currency of the share capital; 10. The introduction of the casting vote of the acting chair in the General Meeting of Shareholders; 11. The delisting of the Company’s equity securities; 12. The change of the place of incorporation of the Company; 13. The introduction of an arbitration clause in the Articles of Incorporation; 14. The dismissal of a member of the Board of Directors; 15. An increase in the maximum number of members of the Board of Directors; 273 4 Governance Report DUFRY ANNUAL REPORT 2022 16. A modification of the eligibility requirements of the members of the Board of Directors (Article 24 para. 1 of the Articles of Incorporation); 17. The dissolution of the Company; 18. Other matters where statutory law provides for a corresponding quorum. 7. CHANGE OF CONTROL AND DEFENSE MEASURES Dufry’s Articles of Incorporation are available on the Company website www.dufry.com/en/investors/corpo- rate-governance – Articles of Incorporation. 6.5 CONVOCATION OF THE GENERAL MEETING OF SHAREHOLDERS 7.1 DUTY TO MAKE AN OFFER 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. 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). 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 and, in case of elections, the names of the proposed candi- dates. 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. 7.2 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 2,085,000,000 multicurrency term and re- volving credit facilities agreements shall become im- mediately due and payable. Furthermore, upon the oc- currence of a change of control, Dufry may be required to repurchase the EUR 800,000,000 Senior Notes due 2024, EUR 750,000,000 Senior Notes due 2027, 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. 274 4 Governance Report DUFRY ANNUAL REPORT 2022 8. AUDITORS 8.1 AUDITORS, DURATION OF MANDATE AND TERM OF OFFICE OF THE LEAD AUDITOR 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. 8.2 AUDITING FEE 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. The auditing fees for 2022 for the audit of the consol- idated and statutory financial statements of Dufry AG and its subsidiaries are CHF 4.35 million (2021: CHF 4.40 million). 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. 8.3 ADDITIONAL FEES During 2022, Deloitte AG billed additional fees for the half-year review, audit-related services and tax com- pliance services in the amount of CHF 0.20 million, CHF 0.62 million and CHF 0.09 million, respectively (2021: CHF 0.20 million, CHF 0.40 million and CHF 0.10 million, respectively). 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. 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 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 3 brief- ings were done to the Audit Committee in 2022. During the fiscal year 2022, the Audit Committee held 4 meetings. The Statutory Auditors were present at 3 of those meetings. The Board of Directors has deter- mined the rotation interval for the Lead Auditor to be seven years, as defined by the Swiss Code of Obliga- tion. The last rotation of the Lead Auditor was in con- junction with the change to Deloitte AG as new Stat- utory 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. 275 11. THE DUFRY / AUTOGRILL COMBINATION On July 11, 2022, Dufry announced that it will join forces with Autogrill, global leader in Travel Food & Bev- erage (F & B) to redefine Travel Experience. As part of the transaction, Edizione S.p.A., through its wholly owned subsidiary Schema Beta S.p.A., has transferred its 50.3 % stake in Autogrill to Dufry at an implied ex- change ratio of 0.158 new Dufry shares for each Au- togrill share on February 3, 2023. The exchange ratio corresponded to the 3-month VWAP of Autogrill and Dufry shares prior to April 14, 2022, equal to EUR 6.33 per share for Autogrill and EUR 39.71 (CHF 40.96) per share for Dufry. Dufry announced a mandatory ten- der offer for the remaining Autogrill shares, offering Autogrill shareholders to receive 0.158 new Dufry shares for each Autogrill share. Alternatively, Dufry will offer a cash alternative equivalent to EUR 6.33 per Autogrill share, in compliance with Italian takeover law. Upon closing, Dufry and Edizione have entered into a long-term relationship agreement, which underlines the commitment of Edizione as long-term strategic anchor shareholder supporting the enhanced strategy of the combined entity. Edizione will be entitled to des- ignate three representatives on the Board of Directors out of eleven. Edizione will enter into a lock-up for a period of two years after closing of the transaction, subject to customary exceptions. 4 Governance Report DUFRY ANNUAL REPORT 2022 Details and information on the business activities, Company structure, financial reports, media releases and investor relations are available on the Company’s website 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 in the download center under: www.dufry.com/en/media/download-center page section “All categories – select Financial Reports”. For the Investor Relations and Corporate Communi- cations contacts, the Corporate Headquarter address and a summary of anticipated key dates in 2023 please refer to pages 300 / 301 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 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). 276 4 Governance Report DUFRY ANNUAL REPORT 2022 REMUNERATION REPORT DEAR SHARE- HOLDERS On behalf of the Board of Directors and the Remuner- ation Committee, I am pleased to share with you our Remuneration Report for fiscal year 2022. In it, we outline our remuneration policies and the decisions made in relation to the 2022 compensation of the Board of Directors and the Global Executive Commit- tee. Dufry strives to be a global employer of choice and has a compensation system in place that fosters the successful achievement of our strategic and fi- nancial targets, as well as sustainable growth and long-term value creation for our shareholders. 2022 was a year of strong growth and positive momen- tum for Dufry. By the end of 2022, we were able to in- crease turnover by 76.1 % (in constant FX) compared to fiscal year 2021 to CHF 6,878.4 million and Equity Free Cash Flow amounted to CHF 305.2 million from CHF – 33.4 million in the previous year. CORE EBITDA reached CHF 606.2 million, which is an increase of 57.0 % compared to 2021. These results are outstand- ing, especially since our teams achieved those despite travel disruptions and capacity caps at airports due to the COVID-19 pandemic during certain periods of the year, rising inflation and energy prices, as well as volatile foreign exchange rates and geopolitical uncer- tainties. For further details on our performance, please refer to the Letters of our CEO and CFO. Xavier Rossinyol was appointed as Dufry’s CEO effec- tive June 1, 2022, and (re-)joined Dufry already on March 1, 2022 as designated CEO and member of the Global Executive Committee. He succeeded Julián Díaz who stepped down from his position as CEO on May 31, 2022 and did not stand for re-election as a member of the Board of Directors at the Annual Gen- eral Meeting (AGM) of 2022. Two other members of the Board of Directors, Jorge Born and Steven Tadler, did not stand for re-election either. The Board of Direc- tors would like to take the opportunity to thank the 278 three of them for their long-standing commitments and very valuable contributions to Dufry. On July 11, 2022, Dufry announced that it will join forces with Autogrill. This transaction will set a new in- dustry standard and anticipate consumer trends through an enhanced experience for passengers and greater benefits for concession partners and brands. The new combined entity will generate immediate value for customers and shareholders. As part of the trans- action, Dufry held an Extraordinary General Meeting (EGM) on August 31, 2022, which approved several agenda items related to the business combination. Ed- izione, the indirect majority shareholder of Autogrill, transferred its 50.3 % stake in Autogrill to Dufry and is represented on the Dufry Board of Directors by Ales- sandro Benetton (Chairman of Edizione and former Board member of Autogrill) as Honorary Chairman and Enrico Laghi (CEO of Edizione) as Vice Chairman. Their election became effective upon the completion of the share transfer, which occurred on February 3, 2023. In addition, Mr. Laghi was also elected as member of the Remuneration Committee at the same EGM. On behalf of the entire Board of Directors, I would like to warmly welcome both of them to the Dufry Board and look for- ward to working closely with them. In terms of the constitution of the Board of Directors, the function for the oversight of Environmental, Social and Governance (ESG) topics (held by the Lead Inde- pendent Director) and the Nomination Committee were combined into the new Nomination and ESG Commit- tee. Heekyung Jo Min, the Lead Independent Director, was appointed Chairwoman of the Nomination and ESG Committee. In addition, and in conjunction with the combination with Autogrill, the Board of Directors de- cided to introduce a new Strategy and Integration Committee, which was constituted at completion of the share transfer on February 3, 2023. Furthermore, on January 1, 2023, Katrin Volery joined the Global Ex- ecutive Committee as our new Chief People Officer. With her appointment, we further strengthen our fo- cus on people, culture and talent development. During fiscal year 2022, the Remuneration Committee focused its activities on the annual review of the re- muneration programs for the Board of Directors and the Global Executive Committee as well as the perfor- mance objectives setting and assessment for the short-term and long-term incentive plans. In particu- lar, it assessed whether and which ESG targets may be integrated into the compensation structure of the Global Executive Committee and how to add a relative Total Shareholder Return (TSR) metric to the compen- 4 Governance Report DUFRY ANNUAL REPORT 2022 sation. The following changes were implemented in the remuneration programs and principles: – With the acceleration of our business, the perfor- mance objectives for 2022 reflect the focus areas of growth and cash generation. The metrics for the an- nual bonus consist of Turnover, with a 50 % weight- ing, and Equity Free Cash Flow, with a 50 % weighting; – The Performance Share Units (PSU) plan was con- tinued to foster the long-term commitment and pay- for-performance alignment of our executives. The PSU granted in fiscal year 2022 are subject to three performance conditions: Cumulative Adjusted EPS with a 50 % weighting (unchanged to the previous year), Relative TSR with a 25 % weighting (new KPI), and an ESG target with a 25 % weighting (new KPI). The ESG target consists of three different KPIs re- lated to material areas from a business and stake- holder perspective, each with a weighting of ¹⁄³ of the ESG target. All targets are disclosed prospectively. The objectives of the 2022 PSU plan reflect the mid- and long-term priorities of the Group and take into account the feedback received from shareholders in the past. The three-year performance period of the PSU remained unchanged compared to earlier PSU plans; – The incentive opportunities (target annual bonus and grant value of PSU in percentage of the base salary) for the new CEO reflect the strong pay-for- performance principle and take into account the significant increase in the size and complexity of Dufry Group after the combination with Autogrill. – Three members of the Global Executive Committee received a base salary increase in 2022 to take into account the increased scope of their functions and responsibilities in the past three years. The other members of the Global Executive Committee did not receive any increase in the base salary during fiscal year 2022. The Remuneration Committee also performed its reg- ular activities throughout the year, including the re- view of the remuneration for each member of the Board of Directors and the Global Executive Commit- tee as well as the preparation of this Remuneration Re- port and the voting proposals on the remuneration to the General Meeting of Shareholders. We believe that with the changes done during fiscal year 2022, the per- formance alignments of our executive remuneration programs have been further strengthened and are in line with our long-term business strategy and share- holder interests. At the AGM in May 2022, shareholders could express their opinion on our remuneration programs and prin- ciples in a consultative vote on the Remuneration Re- port 2021. Further, the shareholders approved the maximum aggregate remuneration amounts for the Board of Directors and the Global Executive Commit- tee in two binding votes. The voting results of 85.49 % on the Remuneration Report, 91.50 % on the maximum aggregate compensation of the Board of Directors and 94.24 % on the maximum aggregate compensation of the Global Executive Committee are a demonstration of the support of our shareholders regarding our com- pensation programs and decisions. At the EGM in August 2022, the proposal by the Board of Directors to increase the maximum aggregate amount of com- pensation for the Board of Directors by TCHF 350 to CHF 8.85 million for the period AGM 2022 to AGM 2023 due to the expansion of the Board of Directors as a re- sult of the Autogrill transaction was approved by 94.15 % of the votes represented. On behalf of the Board of Directors and the Remuner- ation Committee, I would like to thank you all for your continued contributions and your confidence in Dufry. I trust that you will find this report informative. As in previous years, we will submit the Remuneration Re- port 2022 for a consultative vote at our AGM on May 8, 2023. Yours sincerely, Luis Maroto Camino Chairman of the Remuneration Committee 279 4 Governance Report DUFRY ANNUAL REPORT 2022 REMUNERATION AT A GLANCE SUMMARY OF REMUNERATION SYSTEM FOR THE BOARD OF DIRECTORS IN 2022 REMUNERATION FOR FISCAL YEAR 2022 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 2022 is within the limits approved at the 2021 and 2022 Annual / Ex- traordinary General Meetings of Shareholders, respectively. BOARD FEES (GROSS): (TCHF) REMUNERATION PERIOD Chairman of the Board Board member ADDITIONAL FEES (GROSS): Lead Independent Director Chair Audit Committee Chair Nomination and ESG Committee Chair Remuneration Committee Committee member 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. 2,010.5 250.0 AGM 2021 – AGM 2022 AGM 2022– AGM 2023 APPROVED BY GM (TCHF) TOTAL COMPEN- SATION* (TCHF) 8,500.0 8,850.0 7,767.3 7,554.0 (TCHF) 100.0 100.0 100.0 75.0 50.0 * Reconciled between reported Board compensation for fiscal years 2021 and 2022 and corresponding compensation from one AGM to the next. The increase of TCHF 350 for the maximum aggregate amount of compensation for the period AGM 2022 - AGM 2023 from previous- ly CHF 8.5 million was approved by the Extraordinary General Meet- ing on August 31, 2022. It is in conjunction with the Autogrill trans- action and the election of two additional Board members, which became effective on February 3, 2023. SUMMARY OF REMUNERATION SYSTEM FOR THE GLOBAL EXECUTIVE COMMITTEE IN 2022 REMUNERATION FOR FISCAL YEAR 2022 GLOBAL EXECUTIVE COMMITTEE The remuneration of the Global Executive Committee emphazises pay-for-performance and consists of fixed and variable elements. The base salary and other benefits form the fixed remuneration. The remuneration awarded to the Global Executive Committee for fiscal year 2022 is within the limits approved at the 2021 Annual General Meeting of Shareholders. Variable remuneration drives and rewards best-in-class perfor- mance based on ambitious and stretched targets. It is based on short-term and long-term objectives and includes absolute as well as relative performance targets. The variable remuneration con- sists of an annual cash bonus and a grant of performance share units (PSU). The total remuneration includes the compensation to the CEO as well as the compensation to the former CEO. REMUNERATION PERIOD APPROVED BY AGM (TCHF) TOTAL COMPEN- SATION (TCHF) Fiscal year 2022 29,000.0 28,543.0 Base salary Pay for the position Benefits Annual cash bonus PSU plan Cover 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 Annual bonus for fiscal year 2022 The total combined performance ratio for the two targets Turnover and Equity Free Cash Flow was exceeding the cap maximum, leading therefore to the annual bonus being at the maximum payout of 133 1/3 % for the CEO and 130 % for the other members of the Global Executive Committee. PSU grant and vesting in fiscal year 2022 The grant value of the PSU awarded in 2022 amounts to 31 % of the total compensation for FY 2022. The PSU awarded in FY 2019 did not vest in May 2022, as the minimum performance threshold was not achieved. No PSU were awarded in FY 2020, and therefore no PSU will vest in FY 2023. Remuneration policy and principles Remuneration governance In order to ensure the company’s sustainable success, it is critical to at- tract, develop and retain the right talents. Dufry’s remuneration programs are designed to support this fundamental 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 bind- ing votes at the AGM. – In addition, the Remuneration Report for the preceding period is sub- ject 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. 280 4 Governance Report DUFRY ANNUAL REPORT 2022 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 successfully execute our company strategy as well as further expand our mar- ket position as a global leading travel experience player. We shall remain a solid company with a healthy balance sheet and strong cash flows, be a reliable employer, and offer a state-of-the-art working environment where our employees feel valued. 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 focus on their career progression. Our executive com- pensation system is strongly aligned with the strategy of being a high-performing organization, taking into account the short-term and long-term objectives of our business. Compensation is reviewed on an annual basis, focusing equally on internal and external re- quirements, increased complexities of the business and company structure, as well as responsibilities of the individual members of the Global Executive Com- mittee. 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 the Global Executive Com- mittee. The report also provides information on the re- muneration paid to the members of the Board of Di- rectors and the Global Executive Committee for fiscal year 2022. The report is prepared in connection 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. 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 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 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 for the Board of Directors for the period until the next Annual General Meeting of Shareholders and 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 the Global Execu- tive Committee (within the limits approved by the Gen- eral 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. The Remuneration Report will be submitted to the An- nual General Meeting of Shareholders on May 8, 2023 for a consultative vote. 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 281 4 Governance Report DUFRY ANNUAL REPORT 2022 REMUNERATION COMMITTEE MEMBER OF THE BOARD OF DIRECTORS BOARD MEMBER SINCE IN THE REMUNERATION COMMITTEE SINCE Luis Maroto Camino Joaquín Moya-Angeler Cabrera Eugenia M. Ulasewicz Enrico Laghi 1 2019 2021 2021 2023 2021 2021 2021 2023 1 Mr. Laghi was elected as member of the Board of Directors and of the Remuneration Committee at the Extraordinary General Meeting on August 31, 2022. His election was subject to, and only became effective upon, the completion of the share transfer of Autogrill shares from Edizione S.p.A. to Dufry, which occurred on February 3, 2023. 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 Remuner- ation Committee supports the Board of Directors in fulfilling all remuneration related duties. – 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 As of December 31, 2022, the Remuneration Commit- tee consisted of three non-executive independent members of the Board of Directors. The Annual Gen- eral Meeting held on May 17, 2022 re-elected Ms. Euge- nia M. Ulasewicz, Mr. Luis Maroto Camino and Mr. Joaquín Moya-Angeler Cabrera (all individually) as members of the Remuneration Committee for a term of office until completion of the next AGM in 2023. Luis Maroto Camino was appointed as Chairman of the Re- muneration Committee. At the Extraordinary General Meeting on August 31, 2022, which was convened in con- junction with the Autogrill transaction, Mr. Enrico Laghi was elected as a member of the Board of Directors and as an additional fourth member of the Remuneration Committee. His election was subject to, and only be- came effective upon, the completion of the transfer of the stake of 50.3 % in Autogrill from Edizione to Dufry on February 3, 2023. 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 General Meeting of Shareholders for ap- proval; 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 CEO usually participate in these meetings without any voting rights and they leave the room when their own compensation is being discussed. The Remuneration Committee submits its proposals to the full Board of Directors annually and the Board of Directors decides collectively on the re- muneration of its members with all Board members be- ing 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 being 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 282 4 Governance Report DUFRY ANNUAL REPORT 2022 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 * Within the overall limits approved by the General Meeting of Shareholders. CEO REMUNERATION COMMITTEE BOARD OF DIRECTORS AGM Proposes Approves Proposes Proposes Proposes Proposes Proposes Reviews and proposes Approves* Approves* Reviews and proposes Approves* Approves (binding vote) Approves (binding vote) Proposes Approves* Proposes Approves Consultative vote Proposes to Remuneration Committtee from about two to three hours. The attendance ratio was 95 % in fiscal year 2022. The Remuneration Committee may decide to consult external advisors. In fiscal year 2022, Homburger AG, PricewaterhouseCoopers AG (PwC) and Obermatt AG have been consulted for specific remuneration mat- ters. Other divisions of PwC provided services as Tax and HR advisors for other internal projects. Hom- burger provided further services as legal advisors. Obermatt did not have any other mandate for Dufry. For further details regarding the responsibilities of the Remuneration Committee and the meetings held in fiscal year 2022 please refer to section 3.5 Internal Or- ganizational Structure of the Corporate Governance Report. pensation benchmarking includes SMI and SMIM com- panies, as those represent the peers with which the Company competes when it comes to attracting and maintaining key talent for its global business head- quartered in Switzerland. The selection of peer group companies takes into consideration other factors such as geographic spread of the business, demographic size of employee base and complexity of the industry. The list of companies in 2022 included ABB, Adecco, Barry Callebaut, Clariant, Ems-Chemie, Geberit, Georg Fischer, Holcim, Lindt, Lonza, Nestlé, Novartis, Riche- mont, Roche, Sika, Sonova, Straumann, Swatch Group and Swisscom. The peers remained the same as in pre- vious years, as Dufry considers the selected compar- ison criteria still valid on an ongoing basis. REMUNERATION OF THE BOARD OF DIRECTORS METHOD FOR DETERMINING REMUNERATION AND BENCHMARKING REMUNERATION PRINCIPLES 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, in- cluding by applying peer group benchmarking. The last benchmarking analysis in regards of the remuneration of the Global Executive Committee members was con- ducted in fiscal year 2022, using third party remuner- ation survey data (including Mercer Executive Com- pensation 2021 data) and disclosed information from other Swiss listed companies. The peer group for com- The remuneration of the members of the Board of Di- rectors is designed to attract and retain highly quali- fied individuals to serve on the Board of Directors. The Board of Directors determines the amount of remu- neration of its members, taking into account their re- sponsibilities, experience and the time they invest in their activity as members of the Board of Directors. 283 4 Governance Report DUFRY ANNUAL REPORT 2022 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 non-executive members of the Board of Directors consists of an annual Board fee of TCHF 250.0. The functions as Lead Independent Di- rector and the responsibility for the ESG oversight were remunerated with an additional amount of TCHF 100.0 p.a. each in 2021. In fiscal year 2022, the function for the oversight for ESG and the Nomination Committee was integrated into the new Nomination and ESG Committee, with the remuneration for its Chair being TCHF 100.0 p.a. (same level as for the pre- vious separate ESG responsibility; no additional Chair fee for the Nomination function). The Chair of the Au- dit Committee is remunerated with TCHF 100.0 p.a. and the Chair of the Remuneration Committee with TCHF 75.0 p.a. The other Committee members receive an additional remuneration of TCHF 50.0 p.a. The fees for the Chair of each Committee were last in- creased in fiscal year 2021 to account for the in- creased workload for the Chairs of the Committees driven by extended requirements on non-financial re- porting and related audit as well as a quickly changing landscape of remuneration determination and trans- parency, also driven by recent regulation in and out- side of Switzerland. None of the other fees were in- creased in previous years. The former CEO did not receive any remuneration for his function as Board member. He stepped down from the Board of Directors as of the Annual General Meet- ing on May 17, 2022. 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- pliers and airport authorities. He also supports refi- nancing activities and capital market transactions of the Company. REMUNERATION STRUCTURE OF THE BOARD OF DIRECTORS POSITION / RESPONSIBILITY Chairman of the Board of Directors Lead Independent Director 1 Member of the Board of Directors 2 Member responsible for the oversight on Dufry’s ESG initiatives 1, 3 Chair of the Nomination and ESG Committee 1, 3 Chair of the Audit Committee 1 Chair of the Remuneration Committee 1 Member of the Committees 1 ANNUAL FEE IN 2022 IN TCHF ANNUAL FEE IN 2021 IN TCHF 2,010.5 2,010.5 100.0 250.0 n/a 100.0 100.0 75.0 50.0 100.0 250.0 100.0 n/a 100.0 75.0 50.0 Fees mentioned in the table are gross amounts. 1 The fees mentioned for the position of Lead Independent Director, Oversight of the ESG strategy, Chair or Membership of a Committee are in addition to the annual board fee as member of the Board of Directors. 2 The former CEO did not receive additional compensation as a Board member. He did not stand for re-election at the AGM 2022. 3 The function for the Oversight of the ESG strategy and the Nomination Committee were merged into the Nomination and ESG Committee in 2022. The fee for the Chair of this new Committee remains the same as for the previous separate fee for the Oversight of the ESG strategy. 284 4 Governance Report DUFRY ANNUAL REPORT 2022 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 2022 was based on the same metrics than the annual bonus for the members of the Global Executive Com- mittee: Turnover with 50 % weight and Equity Free Cash Flow with 50 % weight (2021: bonus based on Turnover with 50 % weight and Cost savings with 50 % weight.). No payout occurs if the performance is not at least 75 % of the combined set target. The Chair- man’s bonus can be paid either in cash or in an equiv- alent number of shares allocated to him or as a mix be- tween the two. The Board of Directors decided that the bonus for the Chairman for fiscal year 2022 will be paid in cash (2021: in cash). The fixed remuneration is paid quarterly, the bonus is paid out during the second quarter of the following year. REMUNERATION OF THE BOARD OF DIRECTORS FOR FISCAL YEAR 2022 The table on page 286 is audited according to Article 17 of the Ordinance against Excessive Compensation in Listed Stock Corporations. SUMMARY OF REMUNERATION IN FISCAL YEARS 2022 AND 2021 The annual base fee as member of the Board of Direc- tors remained unchanged compared with the previous year. The executive Chairman of the Board of Di- rectors received a fixed fee of TCHF 2,010.5 (2021: TCHF 2,010.5) and a performance bonus of TCHF 2,613.6 (2021: TCHF 2,613.6) in cash. The fixed Board fee for the Chairman’s position was last increased in 2017 and re- mained unchanged ever since. The performance bo- nus amounted to 130 % of the annual fixed fee (2021: 130 %). For details of Dufry’s performance in fiscal year 2022, which was relevant for the performance bonus of the Executive Chairman as well as the annual bonus of the Global Executive Committee (identical metrics of Turnover and Equity Free Cash Flow), please refer to the details on page 293 in section “Performance in Fiscal Year 2022”. On December 31, 2022, the Board of Directors com- prised 9 members (December 31, 2021: 11 Board mem- bers). For fiscal years 2022 and 2021, the remuneration for the members of the Board of Directors is shown in the remuneration table on page 286 and reflects the period from January 1 until December 31. Total remuneration declined by 1.0 % compared with the previous year, which reflects mainly the changes in the total number of Board members and the com- position of the Board of Directors and of its Commit- tees. The two new members of the Board of Directors, Mr. Alessandro Benetton and Mr. Enrico Laghi, who were elected as Board members at the Extraordinary Gen- eral Meeting in August 2022, subject to and becoming effective upon, the completion of the transfer of the stake of 50.3 % in Autogrill to Dufry, did not receive any compensation during fiscal year 2022. Their elec- tion to the Board of Directors became effective on February 3, 2023. OTHER REMUNERATION, LOANS OR GUARANTEES (AUDITED) For fiscal years 2022 and 2021, no other remuneration (other than mentioned in the table on page 286) 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 2022 AND THE REMUNERATION AMOUNT APPROVED BY THE AGM AND EGM FOR THE PERIOD FROM AGM 2022 UNTIL AGM 2023 The AGM held on May 17, 2022, 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 2022 to the AGM 2023 (CHF 8.5 million from AGM 2021 to AGM 2022). At the EGM held on August 31, 2022, the Board of Directors proposed to approve an increase of this maximum aggregate amount by TCHF 350 from CHF 8.5 million to CHF 8.85 million due to the election of two new Board mem- bers in conjunction with the Autogrill transaction. The EGM approved the Board proposal with 94.15 % of the votes represented. The additional compensa- tion shall be used for the two new members of the Board of Directors (Mr. Alessandro Benetton and Mr. Enrico Laghi), who were elected by the EGM subject to, and effective upon, the completion of the trans- fer of the stake of 50.3 % in Autogrill from Edizione to Dufry, which occurred on February 3, 2023. 285 4 Governance Report DUFRY ANNUAL REPORT 2022 REMUNERATION OF THE BOARD OF DIRECTORS (AUDITED) 2022 2021 REMUNERATION SOCIAL SECURITY CONTRIBU- TIONS 8 TOTAL REMUNERATION SOCIAL SECURITY CONTRIBU- TIONS 8 NAME, FUNCTION IN THOUSANDS OF CHF Juan Carlos Torres Carretero, Chairman 1 Heekyung Jo Min, Lead Independent Director 2 Xavier Bouton, Director 3 Mary J. Steele Guilfoile, Director Luis Maroto Camino, Director Joaquín Moya-Angeler Cabrera, Director 4 Ranjan Sen, Director Lynda Tyler-Cagni, Director Eugenia M. Ulasewicz, Director 4 4,624.1 492.7 155.9 331.2 375.0 368.7 250.0 300.0 337.5 Subtotal for active members at Dec 31, 2022 7,235.1 Jorge Born, Director 5 Claire Chang, Director 6 Julián Díaz González, Director, former CEO 5,7 Steven Tadler, Director 5 Total 150.5 – – 125.4 7,511.0 4,624.1 492.7 163.6 331.2 375.0 387.3 250.0 344.5 337.5 4,624.1 500.0 – 300.0 346.6 175.3 250.0 300.0 186.3 – – – – – 8.7 – – – TOTAL 4,624.1 500.0 – 300.0 346.6 184.0 250.0 300.0 186.3 7,305.9 6,682.3 8.7 6,691.0 159.6 – – 125.4 7,590.9 415.7 133.6 – 361.2 7,592.8 25.0 6.7 – – 440.7 140.3 – 361.2 40.4 7,633.2 – – 7.7 – – 18.6 – 44.5 – 70.8 9.1 – – – 79.9 Amounts mentioned in the table are gross amounts. 1 The remuneration for Mr. Torres Carretero includes a Board fee of CHF 2.01 million and a cash bonus of CHF 2.61 million (2021: CHF 2.01 million Board fee and CHF 2.61 million bonus). 2 The remuneration for Ms. Heekyung Jo Min includes the fees for her responsibilities as Lead Independent Director, Chairwoman of the Nomination and ESG Committee (respectively in 2021 for the Oversight of the ESG strategy) and membership of the Audit Committee. 3 Director since AGM on May 17, 2022. 4 Director since AGM on May 18, 2021. 5 Director until AGM on May 17, 2022. 6 Director until AGM on May 18, 2021. 7 Mr. Díaz González (former CEO of the Company) did not receive any additional compensation as Board member. 8 Amount includes mandatory employer social security contributions. RECONCILIATION BETWEEN REPORTED BOARD COMPENSATION AND AMOUNT APPROVED BY SHAREHOLDERS AT AGM AND EGM IN THOUSANDS OF CHF BOARD COMPENSATION FOR FISCAL YEAR 2022 AS REPORTED LESS BOARD COMPENSATION TO BE ACCRUED FOR THE PERIOD JANUARY 1, 2022 TO THE AGM ON MAY 17, 2022 PLUS BOARD COMPENSATION TO BE ACCRUED FOR THE PERIOD JANUARY 1, 2023 TO THE AGM ON MAY 8, 2023 1 TOTAL BOARD COMPENSATION FOR THE PERIOD FROM AGM 2022 TO AGM 2023 TOTAL MAXIMUM AMOUNT AS APPROVED BY SHAREHOLDERS AT THE AGM 2022 AND EGM 2022 FOR PERIOD OF AGM 2022 TO AGM 2023 COMPEN- SATION RATIO Total Board of Directors 7,590.9 (1,937.4) 1,900.5 7,554.0 8,850.0 85.4 % 1 Includes compensation to elected Board members Mr. Alessandro Benetton and Mr. Enrico Laghi, whose Board memberships became effective on February 3, 2022. 286 4 Governance Report DUFRY ANNUAL REPORT 2022 The table on page 286 shows the reconciliation be- tween the reported Board remuneration for fiscal year 2022 and the amount approved by the share- holders at the AGM 2022 and the EGM 2022. 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 intends to support the exe- cution of the business strategy, drive performance and strengthen the alignment with the shareholder inter- ests. The remuneration system is built around the fol- lowing 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 form of equity, thus strengthening the alignment between the interests of the executives with those of the shareholders. Competitiveness Remuneration levels are competitive with the talent market of Dufry. Transparency Remuneration system and remuneration decisions are explained 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 base salary in cash; – Other indirect benefits, post-employment benefits; – Performance-related bonus in cash; – Long-term share-based incentive. Base salary The annual base 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 each individual. The base salary is reviewed on an annual basis. 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 granted. Nev- ertheless, a newly promoted Global Executive Com- mittee member would get a base salary at the lower end of the expected range with a view to get increases alongside his / her growing experience. Also, higher salary increases may be granted should there be an in- crease in responsibilities. Other indirect benefits and post-employment benefits Whenever applicable, members of the Global Exec- utive Committee participate in the benefits plans available to all employees in their country of em- ployment. Benefits consist mainly of retirement, in- surance, and healthcare plans designed to provide a reasonable level of protection for the employees and their dependents in respect to the risk of retirement, disability, death, and illness. The members of the Global Executive Committee with a Swiss employ- ment contract participate in Dufry’s pension plans offered to all employees in Switzerland. These con- sist of the basic pension fund, in which base salaries up to an amount of TCHF 215.1 per annum are in- sured, as well as a supplementary plan in which base salaries in excess of this limit are insured up to the maximum amount permitted by law. Dufry’s pension funds exceed the legal requirements of the Swiss Federal Law on occupational Retirement, Survivors, and Disability Pension Plans (BVG) and are in line with prevalent market practice. Members of the Global Executive Committee under foreign employ- ment contracts are insured commensurately with market conditions and with their position. Each plan varies in line with the local competitive and legal en- vironment and at a minimum, 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 designed 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 base 287 4 Governance Report DUFRY ANNUAL REPORT 2022 REMUNERATION COMPONENTS COMPONENT INSTRUMENT PURPOSE INFLUENCED BY PERFORMANCE OBJECTIVES IN 2022 Base salary - Base 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 - Equity Free Cash Flow Long-term share-based incentives (PSU) - Performance Share - Reward long-term - Financial performance - Cumulative adjusted Units (PSU) performance - Align with shareholder interests EPS - Relative TSR - ESG of the Group - Share price performance relative to peer group - ESG performance of the Group - Measured over a three- year performance period OVERVIEW OF THE TARGET, MINIMUM AND MAXIMUM BONUS FOR THE GLOBAL EXECUTIVE COMMITTEE FISCAL YEAR 2022 FISCAL YEAR 2021 Target bonus amount for CEO 150 % of annual base salary 110 % of annual base salary Target bonus amount for other members of the Global Executive Committee Minimum achievement level for payout (below which the payout is zero) Maximum annual bonus for CEO Maximum annual bonus for other members of the Global Executive Committee 50 % to 110 % of annual base salary 50 % to 109 % of annual base salary 75 % of the combined targets performance 133 1/3 % of target bonus amount 75 % of the combined targets performance 130 % of target bonus amount 130 % of target bonus amount 130 % of target bonus amount PERFORMANCE OBJECTIVES FOR ANNUAL BONUS Performance objectives and weighting Turnover (50 %) Equity Free Cash Flow (50 %) Turnover (50 %) Cost savings (50 %) FISCAL YEAR 2022 FISCAL YEAR 2021 288 4 Governance Report DUFRY ANNUAL REPORT 2022 salary. The target bonus in 2022 amounts to 150 % of the annual base salary for the CEO and ranges from 50 % to 110 % of the annual base salary for the other members of the Global Executive Committee. hancing the value of the shares for the benefit of the shareholders. The share-based incentive is also in- creasing the ability of Dufry Group to attract and re- tain persons of exceptional skills. The actual bonus paid out depends on the achievement of pre-defined Group financial objectives and may range from 0 % to 133 ¹⁄³ % of the target bonus for the CEO and from 0 % to 130 % of the target bonus for the other members of the Global Executive Committee. The Group financial objectives for the annual bonus are determined on an annual basis by the Board of Di- rectors upon recommendation by the Remuneration Committee and are set in line with the mid-term stra- tegic plan and the annual budget. With expected ac- celeration of the business in fiscal year 2022, the Board of Directors set the performance objectives to reflect the focus areas growth and cash generation. The metrics for 2022 therefore consist of two KPIs: Turnover, with a 50 % weighting, and Equity Free Cash Flow, with a 50 % weighting. The actual performance for each KPI is measured as a percentage achievement compared with the pre-de- fined target. For a performance achievement percent- age below 75 %, the bonus payout is zero. For a perfor- mance achievement of 100 %, the bonus payout amounts to 100 % of the annual target bonus. In case of outperformance, the bonus payout is capped at 133 ¹⁄³ % of the annual target bonus amount for the CEO and at 130 % of the annual target bonus amount for the other members of the Global Executive Com- mittee. 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- 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 base salary as well as the prevailing share price. For fis- cal year 2022, the value of the PSU grant amounts to 197 % of the annual base salary for the CEO and ranges from 67 % to 119 % of the annual base salary for the other members of the Global Executive Committee. The PSU granted in fiscal year 2022 are a conditional right to receive future shares of the company, if the vesting conditions are met on the vesting date in June 2025. From an economic point of view, the PSU are stock options with an exercise price of nil. They are ex- pected to have no dilutive effect, as the shares are sourced from treasury shares held by the Company. The performance targets of the 2022 PSU grant are the following, each measured over a three-year per- formance period: – Cumulative adjusted EPS with a 50 % weighting – Relative Total Shareholder Return (TSR) with a 25 % weighting – ESG targets with a 25 % weighting The absolute financial performance of Cumulative ad- justed EPS measures the company’s profitability to in- vestors and is expressed as a nominal amount in CHF. The Relative TSR is expressed as a percentile ranking in a peer group of 26 selected companies, mainly from the STOXX Europe 600 travel, leisure and retail indus- tries. The complete list of companies chosen is shown in a table on page 291. The measurement of Dufry’s rel- ative ranking compared to this group is provided by Obermatt, an independent Swiss financial research firm focused on indexing company performances. The third target measures the company’s activities in ESG and the improvements regarding impact of its opera- tions on ESG matters with KPIs including Reduction of CO2 emissions (E), Employee trainings (S) and Purchase volume under the Supplier Code of Conduct (G). ESG- related KPIs are quantifiable and material for Dufry’s strategy, and targets are set to award exceptional per- formance significantly beyond the ordinary course of business. KPIs are based on Dufry’s materiality as- sessment including all stakeholders. Further details for each of the objectives are shown on page 290, please see also Dufry’s Sustainability Report on pages 79 - 120 289 4 Governance Report DUFRY ANNUAL REPORT 2022 OVERVIEW OF PSU GRANTS TO THE GLOBAL EXECUTIVE COMMITTEE PSU grant CEO 197 % of annual base salary 99 % of annual base salary PSU grant to other members of the Global Executive Committee 67 % to 119 % of annual base salary 62 % to 114 % of annual base salary FISCAL YEAR 2022 FISCAL YEAR 2021 OVERVIEW OF THE PERFORMANCE OBJECTIVES OF THE PSU PLAN 2022 Performance objectives Cumulative adjusted EPS TSR ESG Rationale Definition Measures the company’s profitability to investors. Measures the company’s ability to provide investors with strong returns compared to industry- related peers. Measures the company’s activities in ESG and the improvements regarding impact of its operations on ESG. 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. Dufry’s relative TSR over the performance period, expressed as a percentile ranking in a peer group of 26 companies (see list on page 291). The TSR is calculated as the performance of the share price plus reinvested dividends. TSR ranking to be calculated annually by Obermatt, an independent Swiss financial research firm. Split into three different KPIs (33 1/3 % weight each): - Reduction of CO2 emissions on scope 1 & 2 - Employee trainings on “Responsible retailer” - Purchase volume under Supplier Code of Conduct Weighting 50 % Performance period 2022 – 2024 25 % 2022 – 2024 25 % 2022 – 2024 Target (100 % vesting) Cumulative adjusted EPS of CHF 7.60 (to be adjusted by the effect of the combination with Autogrill). Ranking at 50th percentile of the peer group. 60 % reduction of CO2 emissions on scope 1 & 2 by 2024. Employee trainings to 50 % of Dufry FTEs by 2024 to further foster the culture of diversity and inclusion at Dufry and our culture of responsible retailing. At least 50 % of purchase volume (cost of goods sold) under Supplier Code of Conduct by 2024. Share allocation on vesting At target 1 share per PSU; at 150 % or more target achievement, a maximum of 2 shares per PSU; at less than 50 % target achievement, zero shares. 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 276 of the Corporate Governance Report. 290 4 Governance Report DUFRY ANNUAL REPORT 2022 RELATIVE TSR – LIST OF COMPANIES USED FOR CALCULATION 1 Accor SA Air France-KLM SA Amadeus IT Group, S.A. B&M European Value Retail S.A. Carnival Corporation & plc Deutsche Lufthansa AG easyJet plc Dufry AG Hennes & Mauritz AB Industria de Diseño Textil, S.A. InterContinental Hotels Group PLC Internat. Cons. Airlines Group, S.A. JD Sports Fashion plc Kering SA Kingfisher plc Lagardere SA Marks and Spencer Group plc Next plc Ryanair Holdings plc Sodexo S.A. SSP Group plc TUI AG WH Smith PLC Whitbread plc Wizz Air Holdings Plc Zalando SE 1 The peer group is approved by the Board of Directors and reflects a list of meaningful and relevant peer companies. TIMING OF THE PSU PLANS YEAR 2019 YEAR 2020 YEAR 2021 YEAR 2022 YEAR 2023 YEAR 2024 YEAR 2025 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 2022 PSU PLAN Grant Vesting period Vesting TBD Assessment of Target achievements 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 % target achieve- ment) and 2 shares (150 % or more target achievement). The current employment contracts with the members of the Global Executive Committee contain termina- tion periods of twelve months or less. 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. 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. REMUNERATION OF THE GLOBAL EXECUTIVE COMMITTEE FOR FISCAL YEAR 2022 SUMMARY OF REMUNERATION FOR FISCAL YEARS 2022 AND 2021 The table on page 292 is audited according to Article 17 of the Ordinance against Excessive Compensation in Listed Stock Corporations. For fiscal year 2022, the remuneration of the Global Executive Committee includes the remuneration of the CEO as of March 1, 2022, as well as the former CEO and six further members (for the entire period of the fiscal year 2022). The remuneration for fiscal years 2022 and 2021 on page 292 covers the period between January 1 and December 31. 291 4 Governance Report DUFRY ANNUAL REPORT 2022 REMUNERATION OF THE GLOBAL EXECUTIVE COMMITTEE (AUDITED) REMUNERATION COMPONENT IN THOUSANDS OF CHF Base salary Bonus on specific financial targets 3 Post-employment benefits 4 Other indirect benefits Share-based compensation grant value (3 years performance period) 5 Total compensation awarded 2022 CEO 2 1,416.7 2,833.3 534.9 – 2,784.8 7,569.7 GEC 1 6,637.2 7,359.1 1,417.6 396.4 5,500.0 21,310.3 2021 CEO 2 1,891.0 2,704.1 686.9 36.5 1,880.4 7,198.9 GEC 1 7,412.7 10,330.2 1,759.0 255.7 8,785.4 28,543.0 Total realized compensation 19,757.6 4,784.9 15,810.3 5,318.5 Number of performance share units awarded 5 199,059 76,045 132,403 45,267 Amounts mentioned in the tables are gross amounts. 1 The remuneration of the Global Executive Committee in fiscal year 2022 includes compensation to the CEO as of March 1, the former CEO (Jan 1 to Dec 31) and six other members active from Jan 1 to Dec 31. In fiscal year 2021, it included 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. 2 In fiscal year 2022, the CEO has the highest compensation of the Global Executive Committee. In fiscal year 2021, the former CEO had the highest compensation. 3 In fiscal year 2022, Turnover and Equity Free Cash Flow. In fiscal year 2021, Turnover and Cost savings. 4 Amount includes employer social security contributions and pension contributions. 5 For valuation details of the Dufry performance share units see Note 26 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, except for relative TSR as part of the LTI, for which the PSU value was calculated according to the Monte Carlo methodology). REMUNERATION STRUCTURE GLOBAL EXECUTIVE COMMITTEE IN 2022 CEO OTHER GEC MEMBERS 1 7 % POST- EMPLOYMENT BENEFITS 7 % POST-EMPLOYMENT BENEFITS, OTHER INDIRECT BENEFITS 19 % BASE SALARY 28 % SHARE- BASED COMPENSATION 30 % BASE SALARY 37 % SHARE- BASED COMPENSATION 292 37 % BONUS TURNOVER, EQUITY FREE CASH FLOW 35 % BONUS TURNOVER, EQUITY FREE CASH FLOW 1 excl. compensation to former CEO 4 Governance Report DUFRY ANNUAL REPORT 2022 Total remuneration for the members of the Global Ex- ecutive Committee for 2022, including both CEOs amounts to TCHF 28,543.0 (2021: Global Executive Committee including one CEO position TCHF 21,310.3). This amount comprises annual base salaries of TCHF 7,412.7 (2021: TCHF 6,637.2), annual bonus of TCHF 10,330.2 (2021: TCHF 7,359.1), post-employment benefits of TCHF 1,759.0 (2021: TCHF 1,417.6), other in- direct benefits of TCHF 255.7 (2021: TCHF 396.4) and PSU grants of TCHF 8,785.4 (2021: TCHF 5,500.0). Explanatory comments to the remuneration table The changes in the total remuneration awarded to the Global Executive Committee for fiscal year 2022 com- pared with the previous year are mainly due to the fol- lowing factors: – The table with the total remuneration includes both CEOs active during fiscal year 2022; – The former CEO, Julián Díaz González, stepped down from his position as CEO on May 31, 2022; – The CEO, Xavier Rossinyol, (re-)joined the Company and the Global Executive Committee on March 1, 2022 as designated CEO and became Chief Execu- tive Officer, effective June 1, 2022; – The incentive opportunities (target annual bonus and grant value of PSU in percentage of base sal- ary) for the new CEO reflect the strong pay-for-per- formance principle and take into account the sig- nificant increase in the size and complexity of Dufry Group after the combination with Autogrill. – Three members of the Global Executive Committee received a base salary increase in 2022 to take into account the increase of their functions and respon- sibilities in the past three years. The other members of the Global Executive Committee did not receive any increase in the base salary during fiscal year 2022. – The financial performance of the Group was higher in fiscal year 2022, resulting in the payout cap being applied under the annual bonus scheme (see details in the following section on the performance in fis- cal year 2022). PERFORMANCE IN FISCAL YEAR 2022 2022 was a year of strong growth rebounding, result- ing in a very positive momentum for Dufry. We achieved an accelerating performance supported by sequential easing of travel restrictions around the world and reached turnover of CHF 6,878.4 million for fiscal year 2022, resulting to an organic growth of 76.1 % compared to the previous year (in constant FX). This result is truly outstanding as it has been achieved by our teams de- spite the general business environment and our indus- try still facing considerable geopolitical and opera- tional challenges: the war in Ukraine, increasing inflation and energy prices, travel disruptions and ca- pacity caps during summer season. Thanks to our on- going tight cost control, our CORE EBITDA increased substantially and came in at CHF 606.2 million, result- ing in a margin of 8.8%, supported by stronger than ex- pected consumer demand and related gross profit margins, and delays in hiring. Equity Free Cash Flow reached CHF 305.2 million, thereby strongly exceeding capital market estimates and our own expectations at the beginning of the year, partly related to some CA- PEX phasing into 2023. On the business development side, we secured several important concession con- tract extensions and new concession wins at various airports around the world, including the extension at our single-largest operation, London Heathrow Air- port, until 2029. Net debt decreased ahead of plan and amounted to CHF 2,810.7 million as at December 31, 2022 – the low- est level since 2015 – meeting all covenant thresholds much earlier than required. We also refinanced a sig- nificant part of our 2024 debt maturities at the end of 2022, and successfully concluded an agreement with our lending banks for a new EUR 2,085 million Revolv- ing Credit Facility (RCF). This replaces the existing EUR 1,300 million RCF and USD 550 million Term Loan. The new RCF will mature in 2027 and comes at attrac- tive terms considering the recent market environment. Sharing a common vision to revolutionize Travel Expe- rience globally, Dufry and Autogrill announced in July 2022 that they will join forces and create a new, inte- grated global Travel Experience player, diversifying Du- fry’s existing Travel Retail business with Autogrill’s Travel Food & Beverage operations. The combined en- tity will address over 2.3 billion passengers in more than 75 countries and around 5,500 outlets across 1,200 airports, motorways, seaports, railways and other channels. Following the announcement, Dufry held an Extraordinary General Meeting in August 2022, with Dufry’s shareholders having approved the re- quired financing of the transaction as well as an ex- pansion of the Board of Directors and various changes in the Articles of Incorporation related to the transac- tion. In early 2023, Dufry obtained all the required reg- ulatory approvals, including clearance from the rele- vant antitrust authorities without conditions. On February 3, 2023, Dufry closed a major milestone of the transaction with the transfer of Edizione’s stake of 50.3% in Autogrill to Dufry. The completion of the transaction including the mandatory tender offer to Autogrill’s remaining shareholders is expected by end of Q2 2023. The integration is already well underway 293 4 Governance Report DUFRY ANNUAL REPORT 2022 PERFORMANCE ACHIEVEMENTS UNDER THE ANNUAL BONUS IN FISCAL YEAR 2022 PERFORMANCE OBJECTIVES RESULTS PERFORMANCE ACHIEVEMENT Turnover (50 %) With a Group turnover of CHF 6,878.4 million, the predetermined target was exceeded. Equity Free Cash Flow (50 %) With Equity Free Cash Flow of CHF 305.2 million, the predetermined target was substantially exceeded. 0 % 0 % 150 % 150 % PAYOUT PERCENTAGE THRESHOLD TARGET CAP Payout factor The combined performance ratio is in excess of 130 % of target and therefore results in a payout capped at 133 1⁄3 % for the CEO and at 130 % for the other members of the Global Executive Committee. 75 % 100 % 130 % / 133 1/3 % PERFORMANCE ACHIEVEMENTS UNDER THE PSU PLAN 2019 - NO VESTING IN FISCAL YEAR 2022 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 OUTSTANDING AT DECEMBER 31, 2022 PLAN GRANT PERFORMANCE PERIOD VESTING NUMBER OF PSU OUTSTANDING LTI 2022 GEC (incl. CEO) 2022 2022-2024 June 2025 Senior Mgt LTI 2021 GEC (incl. CEO) 2021 2021-2023 June 2024 Senior Mgt LTI 2020 GEC (incl. CEO) No PSU granted n / a n / a Senior Mgt 199,059 354,300 132,403 262,404 0 0 294 4 Governance Report DUFRY ANNUAL REPORT 2022 with dedicated teams and strong management atten- tion. the Global Executive Committee in fiscal year 2022 amounts to TCHF 19,757.6, of which TCHF 4,784.9 re- late to the CEO. Furthermore, we presented our new corporate strat- egy «Destination 2027» at our Capital Markets Day in London in September 2022, with attendance of more than 250 capital market participants either in person or virtually. Our new strategy builds on four key pillars – travel experience revolution, geographic diversifica- tion, culture of operational improvement and a strong ESG engagement as connecting element. Having al- ready started with the first initiatives in 2022, we would like to refer you for more details on Destination 2027 to the CEO and CFO letters and the dedicated bro- chure at the beginning of this Annual Report. In 2022, we also reached important ESG milestones: We submitted our emission reduction targets for scopes 1, 2 and 3 to SBTi (Science Based Targets Initia- tive) for approval and received their validation in Feb- ruary 2023. We implemented several initiatives to sub- stitute our electricity consumption with renewable energy and have already reached a level of 20% from renewable sources by 2022. Comprehensive trainings were done to further expand our Diversity & Inclusion engagement, followed by a second dedicated D&I sur- vey. We also published our first TCFD Report (Task Force on Climate-Related Financial Disclosure) to in- crease transparency on climate-related risks and op- portunities. Last but not least, we have further ex- panded the Supplier Code of Conduct recertifications process now also including North America. Our strong ESG commitment and ambitious targets are reflected in Dufry’s remuneration as of 2022. Performance under the annual bonus For fiscal year 2022, the annual bonus amounts to 133 ¹⁄³ % of target for the CEO and to 130 % of target for the other members of the Global Executive Com- mittee. This means that the annual accrued bonus is 200 % of the base salary for the CEO and ranges from 65 % to 143 % of the base salary for the other members of the Global Executive Committee. No vesting of 2019 PSU grants; no PSU grants in 2020 The vesting performance criteria of the PSU granted in fiscal year 2019 have not been reached, and there- fore no shares were allocated in May 2022. In fiscal year 2020, no PSU were granted, therefore no shares will be allocated in fiscal year 2023. Realized compensation in fiscal year 2022 As the PSU granted in 2019 did not vest in fiscal year 2022 and therefore no shares were allocated to the plan participants, the total realized compensation for Potential shares from PSU plans The total number of shares that can be allocated to all participants of the Dufry PSU plan (members of the Global Executive Committee and members of Senior Management team) would amount to the following: At target (100 %) 948,166 shares, representing a total of 1.04 % of the outstanding shares as at December 31, 2022. At maximum (i.e. at 2 shares per vested PSU) 1,896,332 shares, representing a total of 2.09 % of the outstanding shares as at December 31, 2022. 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 2022, in compliance with the employment contract, one former member of the Global Executive Committee received compensation of TCHF 170.8, in- cluding TCHF 26.9 of social security costs (during the notice period in 2022). No other remuneration was paid directly or indirectly to current or former members of the Global Executive Committee, or to their related parties, in 2022. In fiscal year 2021, and in compliance with the employment contract, one former member of the Global Executive Committee received compensa- tion of TCHF 772.8, including TCHF 42.1 of social secu- rity costs (during notice period in 2021). No member of the Global Executive Committee or their related par- ties were granted a loan or a guarantee during the re- porting 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 2022 AND THE REMUNERATION AMOUNT APPROVED BY THE AGM The AGM held on May 18, 2021, approved a maximum ag- gregate amount of remuneration for the Global Execu- tive Committee of CHF 29.0 million for the fiscal year 2022. As the remuneration of the Global Executive Committee contains compensation to both the CEO and the former CEO during his contractual notice pe- riod, the ratio of the remuneration awarded to the members of the Global Executive Committee, com- pared with the amount approved by the AGM was 98.4 %. 295 4 Governance Report DUFRY ANNUAL REPORT 2022 COMPENSATION RATIO FOR REMUNERATION OF GLOBAL EXECUTIVE COMMITTEE FOR 2022 IN THOUSANDS OF CHF GEC COMPENSATION FOR FISCAL YEAR 2022 AS REPORTED TOTAL MAXIMUM AMOUNT FOR GEC COMPENSATION AS APPROVED BY SHAREHOLDERS AT THE AGM 2021 FOR FISCAL YEAR 2022 COMPENSATION RATIO Total Global Executive Committee 28,543.0 1 29,000.0 98.4 % 1 Includes compensation to the CEO and the former CEO in 2022. SHAREHOLDINGS OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GLOBAL EXECUTIVE COM- MITTEE ON DECEMBER 31, 2022 AND 2021 The following members of the Board of Directors and of the Global Executive Committee of Dufry AG (in- cluding related parties) directly or indirectly held shares or share options (including PSU) of the Com- pany as at December 31, 2022 and 2021. Members not listed in the tables did not hold any shares or options. IN THOUSANDS MEMBERS OF BOARD OF DIRECTORS J. C. Torres Carretero, Chairman 2 H. Jo Min, Lead Independent Director L, Tyler-Cagni, Director ADDITIONAL FORMER MEMBERS OF BOARD OF DIRECTORS J. Born, Director J. Díaz González, Director and former CEO 2 S. Tadler, Director Total Board of Directors MEMBERS OF GLOBAL EXECUTIVE COMMITTEE X. Rossinyol, 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 MEMBER OF GLOBAL EXECUTIVE COMMITTEE J. Díaz González, Director and former CEO 2 Total Global Executive Committee DECEMBER 31, 2022 DECEMBER 31, 2021 SHARES OUTSTANDING UNVESTED PSU 1 PARTICIP. SHARES OUTSTANDING UNVESTED PSU 1 PARTICIP. 611.8 0.7 3.6 n / a n / a n / a 616.1 81.2 8.7 2.0 10.8 – 19.1 0.5 n / a 122.3 – – – n / a n / a n / a – 76.0 32.4 32.4 32.4 32.4 32.4 6.0 0.67 % 0.00 % 0.00 % n / a n / a n / a 0.68 % 0.17 % 0.05 % 0.04 % 0.05 % 0.04 % 0.06 % 0.01 % 556.2 0.7 3,6 31.7 153.2 19.0 764.4 n / a 3.7 2.0 10.8 – 19.1 0.4 – – – – 57.4 – 57.4 n / a 20.3 22.3 21.3 21.3 21.3 3.1 0.61% 0.00 % 0.00 % 0.03 % 0.23 % 0.02 % 0.91 % n / a 0.03 % 0.03 % 0.04 % 0.02 % 0.04 % 0.00 % n / a 244.0 n / a 0.40 % 153.2 189.2 57.4 167.0 0.23 % 0.39 % 1 Outstanding unvested Performance Share Units (PSU) at target level. 2 In addition to the above, in the previous reporting year, Juan Carlos Torres held a sale position of 0.12% through options (114,420 voting rights) and Julián Díaz González held a sale position of 0.04% through options (40,200 voting rights), both as of December 31, 2021. The detailed terms of these financial instruments were as disclosed to SIX Exchange Regulation and published on January 9, 2021. Disclosure notices are available on the SIX Exchange Regulation website: https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html#/ 296 4 Governance Report DUFRY ANNUAL REPORT 2022 Deloitte AG Pfingstweidstrasse 11 8005 Zürich Schweiz Phone: +41 (0)58 279 60 00 Fax: +41 (0)58 279 66 00 www.deloitte.ch 297 Dufry AG, BaselBasel, March 2, 2023Report on the Audit of the Remuneration ReportOpinionWe have audited the Remuneration Report of Dufry AG (the Company) for the year ended 31 December 2022. The audit was limited to the information on remuneration, loans and advances pursuant to Art. 14-16 of the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (Verordnung gegen übermässige Vergütungen bei börsenkotierten Aktiengesellschaften, VegüV) in the tables marked “audited” on pages 286 to 296 of the Remuneration Report.In our opinion, the information on remuneration, loans and advances in the accompanying Remuneration Report complies with Swiss law and Art. 14-16 VegüV.Basis for OpinionWe conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the “Auditor’s Responsibilities for the Audit of the Remuneration Report” section of our report. We are independent of the Company in accordance with the provisions of Swiss law and the requirements 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. Other InformationThe Board of Directors is responsible for the other information. The other information comprises the information included in the annual report but does not include the tables marked “audited” in the Remuneration Report, the con-solidated financial statements, the stand-alone financial statements and our auditor’s reports thereon.Our opinion on the Remuneration Report does not cover the other information and we do not express any form of assurance conclusion thereon.In connection with our audit of the Remuneration Report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the audited financial information in the Remuneration Report, 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.Board of Directors' Responsibilities for the Remuneration ReportThe Board of Directors is responsible for the preparation of a Remuneration Report 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 a Remuneration Report that is free from material misstatement, whether due to fraud or error. The Board of Directors is also responsible for designing the remuneration system and defining individual remuneration packages. 4 Governance Report DUFRY ANNUAL REPORT 2022 298 Auditor’s Responsibilities for the Audit of the Remuneration ReportOur objectives are to obtain reasonable assurance about whether the information on remuneration, loans and advances pursuant to Art. 14-16 VegüV is free from material misstatement, whether due to fraud or error, and to issue an audi-tor’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 SA-CH 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 this Remuneration Report.As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment and maintain profes-sional scepticism throughout the audit. We also:• Identify and assess the risks of material misstatement in the Remuneration Report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepre-sentations, or the override of internal control.• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appro-priate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made.We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.We also provide the Board of Directors or its relevant committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.Deloitte AG Andreas Bodenmann Fabian HellLicensed audit expert Licensed audit expert(Auditor in charge)4 Governance Report DUFRY ANNUAL REPORT 2022 INFORMATION FOR INVESTORS AND MEDIA REGISTERED SHARES Dufry AG SIX Swiss Exchange Registered shares DUFN CH0023405456 Issuer Listing Type of security Ticker symbol ISIN-No. Swiss Security-No. 2340545 Reuters Bloomberg DUFN.S DUFN:SW KEY DATES IN 2023 March 7, 2023 May 8, 2023 May 10, 2023 August 4, 2023 November 2, 2023 March 12, 2024 Results Fiscal Year 2022 Publication of Annual Report Annual General Meeting Trading Statement First Quarter 2023 Results First Half Year 2023 Trading Statement Third Quarter 2023 Results Fiscal Year 2023 Publication of Annual Report 300 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 2022 ADDRESS CORPORATE HEADQUARTERS MEDIA CONTACTS Renzo Radice Global Head Corporate Communications & Public Affairs Phone + 41 61 266 44 19 renzo.radice@dufry.com DUFRY AG Brunngässlein 12 P.O. Box 4010 Basel Switzerland Phone +41 61 266 44 44 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 Agustina Rincon Investor Relations Agustina.Rincon@dufry.com DUFRY.COM Company’s website: Latest news: Articles of incorporation: Financial reports: 301 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 2023 Sustainability Report 2022 Annex Sustainability Report 2022 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 new guidelines of the Global Report- ing Initiative (GRI) Standards in 2022. 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 2022 Annual Report includes information for the same set of GRI indicators as the 2021 report. Dufry´s 2022 Sustainability Report has been prepared in accordance with the GRI Universal Standards and applied the latest version available of the different in- dicators. Where noted “2016*” and “2018*” in this Annex and in the GRI Index, it refers to the indicator issue date, not the date of the information presented. Addi- tionally, Dufry has aligned the GRI indicators with the United Nations’ Sustainability Development Goals (SDGs), thus enabling the reader to have a better and more transparent understanding of Dufry’s sustainabil- ity 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 as well as its ESG strategy and how this is embedded in the business strategy. The second part of the report – which is annexed to the Annual Re- port and also available in the sustainability section of the corporate website, www.dufry.com – is this docu- ment which contains information presented in several tables with quantitative and qualitative indicators as per the GRI Universal Standard indications. Both doc- uments present data as of December 31, 2022. For easier tracking, a complete list of the GRI Index indicators is available also as an Annex of the Dufry Annual Report and in Dufry´s corporate website. That Index cross references indicators (GRI and SDG indi- cators) and page numbers, serving as a comprehen- sive guide to where the information on each topic may be found – either in the Annual Report, on the Group website or in this Annex. The GRI Index has also been aligned with the GRI Universal Standards specifica- tions. Scope Dufry’s 2022 Sustainability Report maintains the same scope of the 2021 report and includes information from all the 62 countries where Dufry operates. For the general profile and most of the GRI indicators, the information reported is global (i.e.: relevant to the whole group). For staff-related indicators – GRI 2 – 7, 2 – 8 & 2 – 30; GRI 202 – 1 & 202 – 2 and GRI 401, 402, 403, 404, 405, 406, 407 & 410, information is broken down by four geographical regions, following a similar struc- ture to the one used in Dufry’s financial report: — HQ – Group Headquarters in Basel, Switzerland — Europe, Middle East & Africa — Asia Pacific — The Americas. More information about each of the countries included may be found on pages 28 – 43 of the annual report. Should you have any comments about the content of the report or want to know more about Dufry’s ESG engagement, please email us to sustainability@dufry.com. 2/12 Sustainability Report 2022 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 2022. 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 informa- tion on the business model is provided in the Strategy Chapter (see dedicated brochure Destination 2027 as well as pages 58 – 77), the ESG Report on pages (79 – 120) as well as in the Financial Report (pages 130 – 238) and the Corporate Governance Report (pages 247 – 276). With the publication of its first TCFD Report (Task Force on Climate Related Financial Disclosures), Dufry also provides greater detail on specific risks and opportunities aris- ing from climate change. Information provided in the TCFD Report is intended to com- plement topics included in the table below and is available in the TCFD Report as inte- gral part of the 2022 Annual Report or on the Dufry Group website: Sustainability | Dufry. 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 8 – 9 of the annual report 2022. 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. – 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 defining a new strategy – Destination 2027 – implementing a variety of refinancing initiatives focusing on liquidity and a strong financial position. – We expect to be well positioned for the ongoing recovery phase and to be able to engage in strategic initiatives to accelerate growth going forward. 3/12 Sustainability Report 2022 Annex Winning and extending concessions – Failing to win or extend a concession – Dufry maintains a highly diversified – 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. 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 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 concession portfolio of over 2,200 shops across over 410 locations in 62 countries with an average remaining life-time of currently close to 6 years. revocations and modifications, which can negatively affect the performance of the company at the particular location or at corporate level. – 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. – Concessions are well balanced throughout emerging and developed markets; the largest concession accounts for less than 6% and the ten biggest concessions for around 28% of sales. – Local presence in all key markets, allows Dufry to monitor opportunities at global level to compete for attractive contracts. – 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 protective measures to mitigate existing and potential new risks. – Dufry’s Group Data Protection Policy defines requirements to process third party transactions, 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 94 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 retaining – Create an attractive working 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. 4/12 Sustainability Report 2022 Annex 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 ight services can influence sales performance of our shops locally and globally. 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. Suppliers & product availability – The ability to maintain and develop – Dufry operates a centralized global – 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. – 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. 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. – Products are sourced directly from – Legislation on use of packaging material brand owners and are delivered either to our Distribution Centers or directly to the shops. (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. 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 concession partners, when we compete for concessions. – 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. – 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. Thee objectives have been validated by the Science Based Targets initiative (SBTi). – Dufry has a dedicated Shop Design 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). 5/12 Sustainability Report 2022 Annex 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 and other external factors 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. – The first level of health and safety provisions is defined by concession partners’ 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 108 – 109 of the ESG Report. Financial risks, ability to borrow funds and / or fund raising – Financial Risks can impact the company’s – Dufry has two strategic growth pillars; 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 and adjacent travel related markets. – M & A often allows to leverage an existing local organization thus increasing profitability. 6/12 Sustainability Report 2022 Annex INFORMATION ON EMPLOYEES AND OTHER WORKERS (USING GRI CODING) 2–7 EMPLOYEES INFORMATION ON EMPLOYEES BY GENDER Number of employees – Headcounts Number of permanent employees - Headcounts Number of temporary employees - Headcounts Number of non-guaranteed hours employees - Headcounts Number of full-time employees - Headcounts Number of part-time employees - Headcounts *Gender as specified by the employees themselves FEMALE MALE OTHER* NOT DISCLOSED TOTAL 15,594 16,311 228 55 12,576 4,018 9,477 9,299 141 37 8,048 1,429 1 1 0 0 0 1 42 42 0 0 36 6 26,114 25,653 369 92 20,660 5,454 7/12 HQEMEATHE AMERICASAPACTOTALINFORMATION ON EMPLOYEES BY REGIONNumber of employees – FTEs 583 10,35312,04681023,792Number of employees – Headcounts15211,09413,1131,75526,114Number of permanent employees - Headcounts14910,68613,0831,73225,653Number of temporary employees - Headcounts34053023461Number of non-guaranteed hours employees - Headcounts07319092Number of full-time employees - Headcounts1217,86211,2811,39620,660Number of part-time employees - Headcounts313,2321,8323595,4542–8 WORKERS WHO ARE NOT EMPLOYEESHQEMEATHE AMERICASAPACTOTALNUMBERS OF HEADCOUNTS202,2041,1591713,5542–30 COLLECTIVE BARGAINING AGREEMENTSHQEMEATHE AMERICASAPACTOTAL% OF HEADCOUNTS100%45%65%0%52%202-1 RATIOS OF STANDARD ENTRY LEVEL WAGE BY GENDER COMPARED TO LOCAL MINIMUM WAGEHQEMEATHE AMERICASAPACTOTALRATIOFemale11.612.462.532.1Male11.612.282.552.0Sustainability Report 2022 Annex 8/12 202-2 PROPORTION OF SENIOR MANAGEMENT HIRED FROM THE LOCAL COMMUNITYHQEMEATHE AMERICASAPACTOTAL%35 %93 %97 %98 %95 %204-1 PROPORTION OF SPENDING ON LOCAL SUPPLIERSThe food, confectionery and catering category (which represents 21 % of Dufry’s 2022 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 2022 global sales), with 22% of its budget spent on local brands, and the Luxury category (9 % of 2022 global sales), with 18 % of its budget spent on local pro-viders. Tobacco goods (13 % of the 2022 global sales) allocated 2.5 % of its budget, while Perfume and Cosmetics (29 % of the 2022 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, some turnover figures still reflect the impact of mea-sures adopted as a consequence of the closing of certain airport operations and the reduction of air connections, which in many cases led to the temporary closing of stores.Sustainability Report 2022 Annex 9/12 HQEMEATHE AMERICASAPACTOTALNEW HIRES (ABSOLUTE)Female193,337 5,0043338,733< 30 years141,4341,8191483,41530 – 50 years12472575301,079> 50 years31,4712,6101554,239Male181,9692,9041355,026< 30 years12812986651,87530 – 50 years318929110493> 50 years39681,627602,658Other/Not disclosed–2108–110< 30 years–1515230 – 50 years–44> 50 years–15354HQEMEATHE AMERICASAPACTOTALTURNOVER (ABSOLUTE)Female82,443 3,5021166,069< 30 years09421,764342,74030 – 50 years81,1121,286692,475> 50 years038945213854Male111,3832,042443,480< 30 years26851,051121,70030 – 50 years7611759281,405> 50 years21372324375Other/Not disclosed–165–66< 30 years–1363730 – 50 years––2828> 50 years––11Following 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 CHANGESHQEMEATHE AMERICASAPACIN WEEKS13.004.462.733.33403-8 WORKERS COVERED BY AN OCCUPATIONAL HEALTH AND SAFETY MANAGEMENT SYSTEMHQEMEATHE AMERICASAPACABSOLUTE / IN %Employees and workers who are not employees, covered by the H & S system that has been EXTERNALLY audited152100 %11,094100 %13,113100 %1,755100%Employees and workers who are not employees, covered by the H & S system that has been INTERNALLY auditedn / an / a2.58424 %00 %00 %Employees and workers who are not employees, covered by the H & S system that has been EXTERNALLY auditedn / an / a00 %00 %00 %Sustainability Report 2022 Annex 10/12 403-9 WORK-RELATED INJURIESHQEMEATHE AMERICASAPACABSOLUTE / RATIO PER 1,000,000 HOURS WORKEDFatalities as a result of work-related injury0 00 00000High-consequence work-related injuries (ex-cluding fatalities)002 0.1130.120 0Recordable work-related injuries0010 0.53743.0600Main types of work-related injuryn / aMinor injury, broken bonesMinor injury, broken bonesn / aNumber of hours worked271,33618,896,59224,196,5363,131,856404-1 AVERAGE HOURS OF TRAINING PER YEAR PER EMPLOYEEHQEMEATHE AMERICASAPACTOTAL NUMBER OF HOURSFemale3.050.7516.730.48Director / Management5.2513.97241.8048.75Admin & Professionals2.852.5713.022.12Sales & Ops Managers-0.390.750.66Sales & Ops Staff-0.5517.550.25Male2.160.6810.230.53Director / Management2.224.1345.403.69Admin & Professionals2.112.568.562.04Sales & Ops Managers-0.310.430.29Sales & Ops Staff-0.4410.870.25Some operations continued to be on reduced service or closed, especially in the APAC region. The figures above only reflect formal training hours tracked through our HR system and excludes non-formal training.404-3 PERCENTAGE OF EMPLOYEES RECEIVING REGULAR PERFORMANCE AND CAREER DEVELOPMENT REVIEWSHQEMEATHE AMERICASAPACTOTAL NUMBER OF HOURSFemale100 %100 %100 %100 %Director / Management100 %100 %100 %100 %Admin & Professionals100 %100 %100 %100 %Sales & Ops Managers100 %100 %100 %100 %Sales & Ops Staff100 %100 %100 %100 %Male100 %100 %100 %100 %Director / Management100 %100 %100 %100 %Admin & Professionals100 %100 %100 %100 %Sales & Ops Managers100 %100 %100 %100 %Sales & Ops Staff100 %100 %100 %100 %Sustainability Report 2022 Annex 11/12 405-1 DIVERSITY OF GOVERNANCE BODIES AND EMPLOYEESEMPLOYEESHQEMEATHE AMERICASAPAC% HEADCOUNTSDirector / Top management< 30 yearsFemale----Male----Minorityn / an / a- n / a30 – 50 yearsFemale11 %20 %11 %-Male43 %38 %28 %47 %Minorityn / an / a-n / a> 50 yearsFemale11 %8 %15 %6 %Male33 %35 %46 %47 %Minorityn / an / a-n / aAdmin & Professionals< 30 yearsFemale3 %6 %11 %8 %Male4 %3 %7 %3 %Minorityn / an / a0 %n / a30 – 50 yearsFemale40 %42 %34 %40 %Male34 %27 %24 %40 %Minorityn / an / a0%n / a> 50 yearsFemale13 %13 %15 %6 %Male7 %9 %10 %3 %Minorityn / an / a0 %n / aSales & Ops Managers< 30 yearsFemale-2 %4 %4 %Male-1%4%3%Minorityn / an / a0%n / a30 – 50 yearsFemale-37 %35 %18 %Male-28 %28 %38 %Minorityn / an / a0 %n / a> 50 yearsFemale-17 %18 %18 %Male-15 %11 %20 %Minorityn / an / a0 %n / aSales & Ops Staff< 30 yearsFemale-12 %19 %19 %Male-7 %12 %11 %Minorityn / an / a0 %n / a30 – 50 yearsFemale-37 %30 %36 %Male-20 %15 %27 %Minorityn / an / a0 %n / a> 50 yearsFemale-17 %16 %5 %Male-8 %7 %2 %Minorityn / an / a0 %n / a406-1 INCIDENTS OF DISCRIMINATION AND CORRECTIVE ACTIONS TAKENHQEMEATHE AMERICASAPACABSOLUTETotal number0130Remediation plans imple-mented0100Remediation plan implemented and under supervi-sion0010Incidents no longer subject to action0020Sustainability Report 2022 Annex 407-1 OPERATIONS AND SUPPLIERS IN WHICH THE RIGHT TO FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING MAY BE AT RISK Dufry is unaware of any operations and significant suppliers identified in which the right to exercise freedom of association and collective bargaining may be at risk. As a signatory member of the UN Global Compact, Dufry endorses the concept and right to exercise freedom of association. Moreover, and as stipulated in Dufry´s Supplier Code of Conduct, Durfy suppliers shall not supply any products or services to Dufry that have been manufactured, assembled, or packaged in violation of internationally- accepted human rights standards and applicable laws and regulations in relation to la- bor and working conditions, and more specifically, in respect of the rights of employees to form and join trade unions and bargain collectively in accordance with applicable law. 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 (97 % of 2022 global sales), where security is already strict and gen- erally provided by the airport authority or cruise line itself. Where security personnel 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, regulated by local governments and with a reputable track-record of services, including 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. 415-1 PUBLIC POLICY For Dufry it is important to engage in discussions with various stakeholders – from pol- icymakers, legislators and regulators to representatives of the business community and society – to understand relevant issues and to help find constructive 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 ex- change 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 politi- cal process. IN CHF HQ EMEA THE AMERICAS APAC 0 0 0 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 supply base. 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 GRI Content Index 2022 GRI CONTENT INDEX 2022 DUFRY SUSTAINABILITY REPORT 2022 GRI CONTENT INDEX 2022 Page indications in this Index refer to the 2022 Dufry Annual Report unless otherwise noted. Dufry 2022 Sustainability Report applies Global Reporting Initiative (GRI) Universal Standards; 2016*, 2018* and 2021* refer to the Standards issue date, not the date of the information presented in this report. GRI STANDARD/ OTHER SOURCE DISCLOSURE SDG PAGE UNMBER AND/OR URL REQUIREMENT(S) OMITTED REASON EXPLANATION OMISSION GRI SECTOR STANDARD REF. NO. 2/7 GENERAL DISCLOSURES GRI 2: General Disclosures 20212-1 Organizational details56-57; 247-248 2-2 Entities included in the organization’s sustainability reporting233-2342-3 Reporting period, frequency and contact pointPg. 2 Sust. Report 2022 Annex7 March 20232-4 Restatements of informationThere are no restatements of information in this report2-5 External assuranceNo2-6 Activities, value chain and other business relationships82; 84; 90-93; 97-982-7 Employees10.3Pg. 7 Sust. Report 2022 Annex2-8 Workers who are not employeesPg. 7 Sust. Report 2022 Annex2-9 Governance structure and composition254-2652-10 Nomination and selection of the highest governance body5.5; 16.7254-2652-11 Chair of the highest governance body16.6254-2582-12 Role of the highest governance body in overseeing the management of impacts5.5; 16.72612-13 Delegation of responsibility for managing impacts2612-14 Role of the highest governance body in sustainability reportingDufry´s ESG Report, as well as the ESG Report Annex, GRI Index, UN Global Compact Report and TCFD report are revised and approved by the BoD2-15 Conflicts of interest16.62602-16 Communication of critical concerns115-116; 264-265 No critical issues raised.GRI CONTENT INDEX 2022 DUFRY SUSTAINABILITY REPORT 2022 GRI STANDARD/ OTHER SOURCE DISCLOSURE SDG PAGE UNMBER AND/OR URL REQUIREMENT(S) OMITTED REASON EXPLANATION OMISSION GRI SECTOR STANDARD REF. NO. 2-17 Collective knowledge of the highest governance body 2-18 Evaluation of the performance of the highest governance body 2-19 Remuneration policies 2-20 Process to determine remuneration 2-21 Annual total compensation ratio 2-22 Statement on sustainable development strategy 2-23 Policy commitments 16.3 2-24 Embedding policy commitments 2-25 Processes to remediate negative impacts 2-26 Mechanisms for seeking advice and raising concerns 2-27 Compliance with laws and regulations 2-28 Membership associations 2-29 Approach to stakeholder engagement 2-30 Collective bargaining agreements 264-265 Dufry´s Board is regularly updates in new issues and concerns that may have an impact over the sustaniable development of the business. 278-296 278-296 278-296 Headquartered in Switzerland, Dufry operates in over 60 countries with different economic development levels and with very varied labor markets. The compensation we offer is based on regular market analyses of the respective positions as well as the employee’s skill set and performance. As far as possible, we strive to offer all our employees comparable compensation structures and monitor compliance with minimum standards. The ratio of the annual compensation of the highest-paid employee and any median can vary greatly depending on the market spread between countries and other external influences, such as exchange rates etc. For this reason, we do not consider the requested information to be relevant to assessing the fairness of our compensation structures. 12-20 UNGC Progress Report (pg. 2) 92; 115-116; 119-120 Code of Conduct, Supplier Code of Conduct and HR Policy at www.dufry.com/en/ sustainability 114-116 Code of Conduct, Supplier Code of Conduct and HR Policy at www.dufry.com/en/ sustainability 114-116 Code of Conduct and HR Policy at www.dufry.com/en/ sustainability 114-116 118 84; 118-119 8.8 Pg. 7 Sust. Report 2022 Annex 3/7 GRI CONTENT INDEX 2022 DUFRY SUSTAINABILITY REPORT 2022 GRI STANDARD/ OTHER SOURCE DISCLOSURE SDG PAGE UNMBER AND/OR URL REQUIREMENT(S) OMITTED REASON EXPLANATION OMISSION GRI SECTOR STANDARD REF. NO. MATERIAL TOPICS GRI 3: Material Topics 2021 3-1 Process to determine material topics 3-2 List of material topics ECONOMIC PERFORMANCE 84 85 GRI 3: Material Topics 2021 GRI 201: Economic Performance 2016 3-3 Management of material topics 8-9; 12-20; 120 201-1 Direct economic value generated and distributed 120 8.1; 8.2; 9.1; 9.4; 9.5 201-2 Financial implications and other risks and opportunities due to climate change 201-3 Defined benefit plan obligations and other retirement plans 201-4 Financial assistance received from government MARKET PRESENCE GRI 3: Material Topics 2021 GRI 202: Market Presence 2016 3-3 Management of material topics 202-1 Ratios of standard entry level wage by gender compared to local minimum wage 202-2 Proportion of senior management hired from the local community PROCUREMENT PRACTICES 13.1 TCFD Report (Pg. 5) 147-148; 199-203 None 28-43 1.2; 5.1; 8.5 Pg. 7 Sust. Report 2022 Annex 8.5 Pg. 7 Sust. Report 2022 Annex 3-3 Management of material topics 64-67 204-1 Proportion of spending on local suppliers 8.3 Pg. 8 Sust. Report 2022 Annex GRI 3: Material Topics 2021 GRI 204: Procurement Practices 2016 ANTI-CORRUPTION GRI 3: Material Topics 2021 3-3 Management of material topics 114-116 205-2 Communication and training about anti-corruption policies and procedures 16.5 114-116 ANTI-COMPETITIVE BEHAVIOR GRI 3: Material Topics 2021 GRI 206: Anti- competitive Behavior 2016 3-3 Management of material topics 114-116 206-1 Legal actions for anti- competitive behavior, anti- trust, and monopoly practices 16.3 During 2022, Dufry didn´t have any legal action for anti- competitive behaviour, anti- trust or monopoly practices 4/7 GRI CONTENT INDEX 2022 DUFRY SUSTAINABILITY REPORT 2022 GRI STANDARD/ OTHER SOURCE DISCLOSURE SDG PAGE UNMBER AND/OR URL REQUIREMENT(S) OMITTED REASON EXPLANATION OMISSION GRI SECTOR STANDARD REF. NO. MATERIALS GRI 3: Material Topics 2021 ENERGY GRI 3: Material Topics 2021 3-3 Management of material topics 96-103 301-3 Reclaimed products and their packaging materials 8.4; 12.2; 12.5 N/A 3-3 Management of material topics 96-102 GRI 302: Energy 2016 302-1 Energy consumption within the organization 302-3 Energy intensity 7.2; 7.3; 8.4; 12.2; 13.1 7.3; 8.4; 12.2; 13.1 99 (109,857 MWh) 99 (232.94 kWh / m2) Energy intensity calculated over the total m2 of commercial surface operated by Dufry EMISSIONS GRI 3: Material Topics 2021 GRI 305: Emissions 2016 EMPLOYMENT GRI 3: Material Topics 2021 GRI 401: Employment 2016 3-3 Management of material topics 97-103 305-1 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 305-5 Reduction of GHG emissions 3-3 Management of material topics 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 13.1; 14.3; 15.2 13.1; 14.3; 15.2 99 99 99 99 99-101 107-113 401-1 New employee hires and employee turnover 5.1; 8.5; 8.6; 10.3 Pg. 8-9 Sust. Report 2022 Annex LABOR/MANAGEMENT RELATIONS 3-3 Management of material topics 107-113 402-1 Minimum notice periods regarding operational changes 8.8 Pg. 8-9 Sust. Report 2022 Annex GRI 3: Material Topics 2021 GRI 402: Labor/ Management Relations 2016 OCCUPATIONAL HEALTH AND SAFETY GRI 3: Material Topics 2021 3-3 Management of material topics 108-110 5/7 GRI CONTENT INDEX 2022 DUFRY SUSTAINABILITY REPORT 2022 GRI STANDARD/ OTHER SOURCE DISCLOSURE SDG PAGE UNMBER AND/OR URL REQUIREMENT(S) OMITTED REASON EXPLANATION OMISSION GRI SECTOR STANDARD REF. NO. 6/7 GRI 403: Occupational Health and Safety 2018403-1 Occupational health and safety management system8.8108-110403-2 Hazard identification, risk assessment, and incident investigation8.8108-110403-3 Occupational health services8.8108-110403-4 Worker participation, consultation, and communication on occupational health and safety8.8; 16.7108-110403-5 Worker training on occupational health and safety8.8108-110403-6 Promotion of worker health3.3; 3.5; 3.7; 3.8108-110403-7 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships8.8108-110403-8 Workers covered by an occupational health and safety management system8.8Pg. 9 Sust. Report 2022 Annex403-9 Work-related injuries4.3; 4.4; 4.5; 5.1; 8.2; 8.5Pg. 10 Sust. Report 2022 AnnexTRAINING AND EDUCATIONGRI 3: Material Topics 20213-3 Management of material topics110-111; 116GRI 404: Training and Education 2016404-1 Average hours of training per year per employee4.3; 4.4; 4.5; 5.1; 8.2; 8.5Pg. 10 Sust. Report 2022 Annex404-3 Percentage of employees receiving regular performance and career development reviews5.1; 8.5; 10.3Pg. 10 Sust. Report 2022 AnnexDIVERSITY AND EQUAL OPPORTUNITYGRI 3: Material Topics 20213-3 Management of material topics105-106; 108GRI 405: Diversity and Equal Opportunity 2016405-1 Diversity of governance bodies and employees5.1; 5.5; 8.5Pg. 11 Sust. Report 2022 AnnexNON-DISCRIMINATIONGRI 3: Material Topics 20213-3 Management of material topics105-106; 108GRI 406: Non-discrim-ination 2016406-1 Incidents of discrimination and corrective actions taken5.1; 8.8Pg. 11 Sust. Report 2022 AnnexFREEDOM OF ASSOCIATION AND COLLECTIVE BARGAININGGRI 3: Material Topics 20213-3 Management of material topics105-106; 108GRI 407: Freedom of Association and Collec-tive Bargain-ing 2016407-1 Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk8.8119-120 Pg. 12 Sust. Report 2022 AnnexGRI CONTENT INDEX 2022 DUFRY SUSTAINABILITY REPORT 2022 GRI STANDARD/ OTHER SOURCE DISCLOSURE SDG PAGE UNMBER AND/OR URL REQUIREMENT(S) OMITTED REASON EXPLANATION OMISSION GRI SECTOR STANDARD REF. NO. SECURITY PRACTICES GRI 3: Material Topics 2021 GRI 410: Security Practices 2016 3-3 Management of material topics 410-1 Security personnel trained in human rights policies or procedures SUPPLIER SOCIAL ASSESSMENT Pg. 12 Sust. Report 2022 Annex 16.1 Pg. 12 Sust. Report 2022 Annex 3-3 Management of material topics Pg. 12 Sust. Report 2022 Annex 414-1 New suppliers that were screened using social criteria 5.2; 8.8; 16.1 N/A GRI 3: Material Topics 2021 GRI 414: Supplier Social Assessment 2016 PUBLIC POLICY 3-3 Management of material topics Pg. 12 Sust. Report 2022 Annex 415-1 Political contributions 16.5 Pg. 12 Sust. Report 2022 Annex GRI 3: Material Topics 2021 GRI 415: Public Policy 2016 CUSTOMER HEALTH AND SAFETY GRI 3: Material Topics 2021 GRI 416: Customer Health and Safety 2016 3-3 Management of material topics 58-63; 93 416-1 Assessment of the health and safety impacts of product and service categories Pg. 12 Sust. Report 2022 Annex MARKETING AND LABELING GRI 3: Material Topics 2021 GRI 417: Marketing and Labeling 2016 3-3 Management of material topics 58-63; 93 417-1 Requirements for product and service information and labeling 417-2 Incidents of non- compliance concerning product and service information and labeling 12.8 58-63; 93 16.3 417-3 Incidents of non- compliance concerning marketing communications 16.3 During 2022, Dufry has not been notified through the available channels of any significant sanction for non- compliance concerning product and service information and labeling During 2022, Dufry has not been notified through the available channels of any significant sanction for non- compliance concerning product and service information and labeling CUSTOMER PRIVACY GRI 3: Material Topics 2021 GRI 418: Customer Privacy 2016 3-3 Management of material topics 93-95 418-1 Substantiated complaints concerning breaches of customer privacy and losses of customer data 16.3; 16.10 During 2022, 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 7/7 UN Global Compact Communication on Progress 2022 The Dufry Group UN Global Compact – Communication on Progress 2022 STATEMENT OF THE CHIEF EXECUTIVE OFFICER 2022 has been a positive year for Dufry and the com- pany has delivered a strong performance. This is all the more remarkable considering the various geopolitical and economic challenges seen throughout 2022. Our commitment to advancing the development of our Environmental, Social and Governance (ESG) engage- ment in line with the growth of our business has con- tinued throughout 2022. Moreover, ESG has been set as one of the four key focus pillars of our new com- pany strategy Destination 2027. 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 several initiatives to reduce our environmental impact. In 2022, we have further increased transparency and disclosure of our ESG efforts with the publication our first TCFD Report (Task-Force on Climate-Related Fi- nancial Disclosure), where we outline risks and oppor- tunities that climate change poses for Dufry´s busi- ness and explain how we can overcome or benefit from them. With respect to environment, we have made sig- nificant progress in our emission reduction plan. Be- yond receiving approval of our emission reduction tar- gets by the Science Based Targets initiative (SBTi), we have already substituted 20 % of our electric energy consumption (base year 2019) with renewable energy – equal to the total electricity consumption of our op- erations in Brazil, Greece, Switzerland and the UK. Moreover, we have introduced a supplier and logistics provider engagement process, to reduce Scope 3 emissions in line with our set objectives. Dufry has also made progress in a number of ongoing initiatives, including the replacement of shopping car- rier bags for more sustainable options and the devel- opment of our sustainable product identification initia- tive, to support our customers in making responsible product choices. Diversity & Inclusion (D & I) remained an important area of focus in 2022 as well. First, we introduced a series of D & I training sessions sponsored by the members of the Group Executive Committee and myself. These trainings explain why D & I is fundamental and how we can improve inclusive behavior within our company, our customers and the communities in which we op- erate. Then we conducted our second D & I Survey in- volving Dufry employees across all countries. The find- ings of this survey will serve help us to develop targeted initiatives to further support employees to better manage work, family and life-balance topics. A detailed overview of all our initiatives is available in both this Progress Report and the 2022 Dufry Annual Report. While we are pleased with the ESG milestones and ac- complishments achieved throughout 2022, our ambi- tion is high and we will continue to foster our engage- ment over the coming year. Our commitment to the 10 principles remains strong and more present than ever at all levels of our organization. Xavier Rossinyol Chief Executive Officer, Dufry The Dufry Group UN Global Compact – Communication on Progress 2022 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 2022 ESG Report.✔ In 2022, we have further increased the reach of our supplier certification process by adding additional providers from all main product categories – from 117 by the end of 2021 to 152. These suppliers represent 59 % (2021: 52 %) of the Group´s procurement budget (COGS). As of 31 December 2022, suppliers accounting for 52 % of Dufry´s overall procurement budget had accepted or acknowledged the Supplier Code of Conduct (2021: 45 %). On top of monitoring suppliers to ensure compliance with the principles stipulated in Dufry´s Supplier Code of Conduct, the Company will continue to reach additional suppliers going forward.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 2022 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 2022 ESG Report, all disclosed on the company website.✔ In 2022, we have conducted a series of D & I training initiatives such as among others a masterclass in groups of 20 attended by over 300 senior leaders and their direct reports as well as a video-training campaign, reaching all our employees. Details are available in the Employee Experience section of Dufry´s ESG report.✔ Moreover, we have conducted our second Diversity & Inclusion (D & I) survey covering 100 % of our global employee base to identify opportunities to further evolve our D & I engagement and targeted initiatives. The response rate of over 63 % provides a good base to understand our staff’s main D & I issues and concerns.✔ We have progressed with the rollout of the employee communication tool – Beekeeper – to connect with non-desktop staff, now reaching over 90 % of our headcounts. The Dufry Group UN Global Compact – Communication on Progress 2022 Principle Our Vision Specific Measures ENVIRONMENTAL PROTECTION Principle 7: Businesses should support a precautionary approach to environmental challenges. Principle 8: Businesses should undertake 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 2022 ESG Report. ✔ Early 2023, SBTi validated Dufry´s emissions reduction target following the SBTi criteria. These objectives are the following: – Dufry commits to reduce absolute Scope 1 & 2 GHG emissions by 94.2 % by 2030 from a 2019 base year – Dufry commits to increase annual sourcing of renewable electricity from 0 % in 2019 to 100 % by 2025 and to continue annually sourcing 100 % renewable electricity through 2030. – Dufry commits that 74 % of its suppliers by emissions covering purchased goods and services will have science-based targets by 2027. – Dufry commits to reduce absolute Scope 3 GHG emissions of upstream transportation emissions by 28 % by 2030. ✔ We have already substituted 20 % of our electric energy consumption with renewable energy in 2022 – equal to our total electricity consumption of our operations in Brazil, Greece, Switzerland and the UK – and we have setup a supplier and logistics provider engagement process to reduce scope 3 emissions to reach our set objectives. ✔ We also continued implementing our plan to phase- out plastic carrier bags and replacing them with more sustainable options now covering 26 countries. ✔ We have continued our Sustainable Product identification initiative 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. We have published our first TCFD Report for the 2022 business year in early 2023, outlining climate change risks and opportunities for our business. 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 2022 ESG Report. ✔ During 2022, we have continued deploying and repeating our compliance training for our managers at all levels of the organization and across all the regions. 740 managers were trained or retrained during 2022. Compliance training is also extended to non-managers and reaches over 14,500 employees via online update trainings and communications campaigns. TCFD Report 2022 DUFRY’S TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) REPORT CONTENT Dufry’s Climate Strategy 4 Risks, opportunities and scenario analysis 4 Plans to expand scenario analyses 6 Board oversight 2 Management oversight 3 1 GOVERNANCE 2 STRATEGY 3 RISK MANAGEMENT Organizational processes for identification and management of CRRO 6 Integration in organization’s overall risk management 6 4 TARGETS & METRICS Greenhouse Gas Emissions 6 CO2 Reduction Targets 7 Integrating ESG- / climate-related metrics in remuneration 7 Dufry’s ESG strategy and engagement has always been an inherent part of the company’s strategy – a commit- ment most recently reconfirmed in the new company strategy Destination 2027. Dufry’s ESG Strategy focusses on 4 key pillars – Customer Focus, Protecting Environ- ment, Employee Experience and Trusted partner – and subsumes climate change as part of the focus area Pro- tecting Environment. Dufry consistently reports on its ESG initiatives, achieve- ments and vision in the annually disclosed ESG Report, which is an integrated part of the Annual Report. The ESG Report comments on the company’s engagement and progress on how to minimize impact and generate posi- tive contributions for its stakeholders. With this new TCFD Report (Task Force on Climate-re- lated Financial Disclosure) Dufry wants to complement the existing ESG reporting, further enhance transparency and provide stakeholders with information and insights to assess climate-related risks and opportunities (CRRO). This report also explains how Dufry responds to these challenges. 1. GOVERNANCE 1.1 BOARD OVERSIGHT The supervision of the implementation of Dufry’s ESG Strategy – including climate change topics – has always been within the responsibility of the Board of Directors, and in particular with the Lead Independent Director. In 2022, to further highlight the importance of ESG, the for- mer Nomination Committee of the Board of Directors has been renamed to Nomination and ESG Committee, which is chaired by the Lead Independent Director. The Lead Independent Director, supervises Dufry’s ESG strategy development and execution, ensuring alignment with the business strategy. The Lead Independent Direc- tor and another member of the Nomination and ESG Committee are experienced in corporate citizenship, sus- tainability and ESG, allowing them to successfully exer- cise their supervisory duty. Climate-related topics are 2/7 TCFD REPORT 2022discussed as part of the regular Nomination and ESG Committee meetings, as ESG is seen as a holistic ap- proach. Interaction of the Lead Independent Director with the ESG Committee occurs through the defined informa- tion meetings, as well as through additional meetings and information exchanges upon request of the Lead In- dependent Director. The entire Board of Directors is updated, at least on a quarterly basis on non-financial information. This also in- cludes such as, but not exclusively, updates on progress on the implementation of the company’s ESG strategy. 1.2 MANAGEMENT OVERSIGHT Execution of the sustainability strategy at the opera- tional level is led by the Group CEO. He presides over the interdisciplinary ESG Committee. This committee de- fines and drives the implementation of the ESG strategy. In 2022, the ESG Committee consisted of the Chief Ex- ecutive Officer, Chief Financial Officer, Chief Executive Officer Operations, Chief Commercial Officer, Chief Di- versity & Inclusion Officer, Group General Counsel, Chief Corporate Officer, Chief Compliance Officer, Chief Peo- ple Officer, Global Internal Audit Director, Global Head of Investor Relations and the Global Head of Corporate Communications & Public Affairs (which includes re- sponsibility for ESG). This Committee meets at least ev- ery two months. In 2022, the ESG Committee met six times. The day-to-day implementation of the ESG strategy is executed by the ESG department as part of the Corpo- rate Communications & Public Affairs department. The corporate governance structure and policies are con- tinuously assessed to ensure compliance with the ap- plicable legal frameworks, environmental guidelines as well as Dufry’s Code of Conduct to reflect stakehold- er’s needs and expectations. Additionally, the ESG Com- mittee and ESG department develop approaches to identify, assess, monitor and report on climate-related risks and opportunities. Dufry’s Corporate Governance Report 2022 is providing more information on the governance structure concern- ing ESG on page 261. Starting 2022, ESG- and climate-re- lated performance goals are integrated in compensation schemes of the Group Executive Committee as well as the senior management. Details are included and dis- closed in the Remuneration Report 2022 on page 289. IMPLEMENTATION OF SUSTAINABILITY STRATEGY SUPERVISED AT BOARD OF DIRECTORS LEVEL 1. At the level of the Board of Directors the imple- mentation of the ESG strategy is supervised by the Nomination & ESG Committee, chaired by the Lead Independent Director. The Board of Directors is informed on the ESG strategy implementation progress quarterly. 2. The interdisciplinary ESG Committee defines and drives the implementation of the ESG strategy. In 2022 it met every two months and consisted of: Chief Executive Officer, Chief Financial Officer, Chief Corporate Officer, Chief Commercial Officer, CEO Operations, Chief People Officer, Chief Diversity & Inclusion Officer, Group General Counsel, Chief Compliance Officer, Global Internal Audit Director, Global Head Investor Relations, Global Head of Corporate Communications & Public Affairs. 3. Day-to-day implementation of Dufry’s ESG strategy is executed by the ESG Department as part of the Corporate Communications & Public Affairs department. 1. 2. BOARD OF DIRECTORS ESG COMMITTEE 3. CORPORATE COMMUNICATIONS & PUBLIC AFFAIRS 3/7 TCFD REPORT 20222. STRATEGY 2.1 DUFRY’S CLIMATE STRATEGY As a travel retailer, Dufry views addressing climate change not only as a moral obligation, but from a busi- ness perspective essential to ensuring business conti- nuity for the long-term. Due to the special nature of the travel retail industry, on top of actively reducing its own footprint, Dufry closely collaborates with third parties, in particular with concession partners, brand suppliers and logistics providers, on reducing the environmental impact of its business in general, and more specifically also contributing to the implementation of recycling processes and waste avoidance wherever possible. Dufry’s ESG strategy covers the different aspects of sustainability, including climate-related risks and op- portunities, which are managed by the ESG Department and implemented as needed in collaboration with other specific departments and functions. This TCFD Report is reporting on the progress achieved. In 2021, internal guidelines (Environmental Guidelines) were enforced to define Dufry’s management and com- pliance measures with a special focus on climate action. The adoption of these guidelines is monitored by the ESG Committee. In 2021, Dufry has amongst other ESG initiatives estab- lished an emission reduction strategy for Scope 1 and 2 emissions until 2025, which follows the 1.5°C pathway and was validated by the Science-Based Target initiative (SBTi) in early 2023. For Scope 3 emissions, Dufry fol- lows SBTi ‘s “well below 2°C pathway” with two separate objectives. Through supplier engagement programs, Dufry will commit to ensure that, by 2027, 74 % of emis- sions will be covered by SBTi committed suppliers. At the same time, through collaboration with its logistic partners, Dufry will reduce its logistics carbon footprint by 28 % by 2030. Both initiatives combined will serve to reduce Dufry’s Scope 3 carbon footprint in alignment with SBTi criteria, which were also validated by SBTi. Dufry has a dedicated Shop Design Strategy to develop sustainable shops with respect to reduced energy con- sumption, use of recyclable materials and circular econ- omy for shop refurbishments. Dufry follows the princi- ples established by leading green-building certification systems, such as the Leadership in Energy and Environ- mental Design (LEED). In addition, Dufry is replacing sin- gle-use plastic packaging with sustainable alternatives where possible. For details on the Environmental Guide- lines and additional information, please refer to the ”Protecting Environment” section on page 96 of the ESG Report 2022. 2.2 RISKS, OPPORTUNITIES AND SCENARIO ANALYSIS Climate-related risks and opportunities for the organization Climate change is anticipated to impact Dufry’s busi- ness over the short, medium and long term. Physical risks might impact Dufry’s business operations and sup- ply chain in the form of e.g., extreme nature-related events. Transitional risks might affect Dufry through moving the economy into a low-carbon future which is characterized by e.g., environmental legislation, carbon taxes or higher aviation fuel prices that increase price levels and hence consumers’ preparedness to fly. On the other hand, climate change can also provide opportuni- ties for Dufry. While Dufry is aware that physical and transitional climate risks could affect its business in the near, mid- and long-term, the company is at the starting point of defining climate risk scenarios that are applicable to Dufry’s business. The following table shows the main climate-related risks and opportunities identified and evaluated so far by the company, which might impact Dufry. 4/7 TCFD REPORT 2022TYPE RISK/ OPPORTUNITY FACTORS POTENTIAL IMPACT DUFRY’S RESPONSE Transitional Risks (Policy & Legal) – Regulations on CO2 taxation of flights/ship cruises leading to a reduction in passenger traffic and changes in customer behavior. – Environmental legislation and requirements on e.g. energy consumption, transportation, packaging materials. – Environmental legislation can affect cost of energy consumption, cost for transportation and influence business procedures by regulation on the use of packaging material (e.g. single use plastics). – A reduction in passenger – Business diversification has always been and will traffic could adversely affect Dufry’s sales. 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 (see sales splits on pages 8 - 9 of the Annual Report 2022). – Dufry has a dedicated Shop Design 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 alternatives, where possible (see details page 101 of the Annual Report 2022). – Cooperation with industry associations to develop sustainable solutions for the industry. – Strong and long-term partnerships with airport authorities and other concession partners. Mutual trust and shared objectives with these landlords are key for value creation. – Dufry regularly performs customer surveys several times per year to early identify potential changes in customer behavior and preferences. – In cooperation with Dufry’s brand partners, the central procurement teams identify new trends and customer needs to optimize assortments. – Enhanced communication activities to support customer make responsible product choices – as started with Dufry’s global sustainable product identification initiative. – Dufry’s diversification strategy by geographies, sectors and channels (see sales splits on pages 8 - 9 of the Annual Report 2022) mitigates the impact of regional or local phenomena and the fact of passengers travelling to other destinations. – Dufry’s diversification strategy by geographies, sectors and channels (see sales splits on pages 8 - 9 of the Annual Report 2022) mitigates the impact of regional or local phenomena and the fact of passengers travelling to other destinations. This strategy will continue to be a key strategic element going forward to mitigate risks and drive company growth. Transitional Risks (Market) – Changes in customer behavior – The change in ecological towards higher ecological awareness leading to a reduction in passenger traffic, a change in travel destinations or a change in purchasing behaviors and product preferences. awareness might influence travel traffic, customer sentiment as well as traveling and spending behavior. This can influence sales performance of Dufry’s shops locally and globally. Physical Risks (Acute and chronic) – Extreme nature-related events such as rise in sea level, heat waves etc. – Acute risks such as extreme weather events might lead to asset damages or disruption to the supply chain and could impair Dufry’s ability to sell its products. – Chronic risks such as the rise in sea level might impact locations where Dufry operates and eventually lead to a reassessment of the operation, with the costs this implies. – The effect of global warming may lead passengers to select different holiday destinations where Dufry may not be present, hence, impacting sales. Risks / Opportuni- ties (Reputation) – Trustful climate strategy and – Dufry might strengthen its – Dufry’s ESG strategy covers different aspects of enforcement. reputation and build a competitive advantage compared to competitors. sustainability in a holistic approach. The company has defined emission reduction goals and discloses emissions on Scope 1, 2 and 3. – Dufry has set up main lines of action, which include the continuous assessment of its corporate governance structure and policies, alignment of ESG and business strategies ensuring critical business decisions, ensuring compliance and control as well as having an open stakeholder dialog and engagement. – Dufry has an ESG strategy in place which is also aligned with main ESG objectives of concession partners and main stakeholders. This places the company in a stronger position to obtain new and retain existing concessions. 5/7 TCFD REPORT 20222.3 PLANS TO EXPAND SCENARIO ANALYSES sessing risk management procedures and the poten- tial committing of fraud. The first release of Dufry’s TCFD report focuses on iden- tifying climate-related risks and opportunities, which foster building appropriate scenarios going forward. To analyze climate scenarios and subsequently identify management tools, further discussions between risk and strategy departments are necessary. Internally, Dufry has already liaised with its risk management team and is confident in providing scenario analyses for the prepa- ration of the next release of its TCFD Report. Dufry cur- rently plans to release TCFD Reports in biennial cycles. 3. RISK MANAGEMENT 3.1 ORGANIZATIONAL PROCESSES FOR IDENTIFICATION AND MANAGEMENT OF CRRO The risk management processes of Dufry identify and manage risks at different levels of the organization and the responsibility is distributed across different func- tions and countries of the organization. The company is supported by an enterprise risk management software called GRC (Governance, Risk and Compliance), which al- lows a comprehensive identification and management of existing and potential risks that may affect the business. During 2022, further improvements of the enterprise risk management process were put in place. This new process leads to a harmonization of risk management processes concerning format and time frame. One pil- lar of the risk management organization is ESG, which also contains the management of climate-related risks and opportunities. 3.2 INTEGRATION IN ORGANIZATION’S OVERALL RISK MANAGEMENT The overall risk management model of Dufry is based on the following three levels: 1. The commitment of Dufry and all its subsidiaries with integrity and transparency begins with its own staff and the adherence to the Dufry Code of Conduct. 2. There are different governance functions across the organization including the Compliance, Legal, Finance and Human Resources departments in charge of mon- itoring the main risks and establishing the most appro- priate controls to mitigate, as well as ensuring compli- ance with the policies and procedures of the Group. 3. The Group’s Internal Audit provides independent and objective monitoring and consulting services de- signed to add value and improve Dufry’s operations. This function covers all subsidiaries and applies a sys- tematic and disciplined approach to evaluate and im- prove the effectiveness of governance processes as well as risk management and control, including as- The main risks identified during internal audits are re- ported to senior management and the Audit Committee of the Board of Directors. The status of the main risks is periodically updated until resolution or acceptance by the governing bodies. Climate-related aspects form integral parts of the ESG processes and infrastructure. Therefore, the risk man- agement processes also include explicitly the manage- ment of Dufry’s CRRO as an integral part of the ESG en- gagement. Further information on the overall risk management process is provided in the Corporate Governance Re- port 2022 on page 264 - 265, as well as in the ESG Re- port 2022 on pages 117 of the Annual Report 2022. 4. TARGETS & METRICS 4.1 GREENHOUSE GAS EMISSIONS The Greenhouse gas emissions for the years 2019-2022 as shown below are calculated in accordance with the Greenhouse Gas Protocol (GHGP). GREENHOUSE GAS EMISSIONS In tons of CO2-eq. Scope 1 2 Scope 2 1,3 Scope 3 4 Total 2022 1,524 18,900 7,509 27,934 2021 935 19,813 3,728 24,477 2020 717 21,290 1,451 23,475 2019 1,736 27,923 10,766 40,425 Carbon Intensity5 2022 2021 2020 2019 Tons of CO2-eq, / m2 of comm. space 0.0697 0.0521 0.0500 0.0740 1 The consumption levels of the reporting years 2022, 2021 and 2020 are not directly comparable to 2019, as 2022, 2021 and 2020 in particular are impacted by temporary shop closures due to the Covid-19 pandemic. Also, an increased coverage and scope extension of the data collection in additional Dufry entities has to be taken into account (2022: 91 % of sales / 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 as well as diesel and gas of heating. 3 Scope 2 emissions for year 2022 includes the contribution or purchased Renewable Energy Certificates (RECs). Without considering, Scope 2 emissions would be 23,844 tons CO2-eq. 4 Scope 3 emissions include data from logistics partners accounting for 83 % of total volume of good transported globally in 2022 (2021: 64%; 2020 & 2019: 55 %) as well as global employee’s business flight emis- sions. Not included here are the product purchasing related Scope 3 emissions or other Scope 3 emission categories. 5 Carbon intensity calculated over the total square meters of commercial surface operated by Dufry in m2 (2022: 471,591 / 2021: 469,581 / 2020: 469,041 / 2019:469,990). 6/7 TCFD REPORT 2022For the next years, Dufry will investigate whether addi- tional key figures on CRRO e.g., vulnerable assets to cli- mate change, can be reported. 4.3 INTEGRATING ESG / CLIMATE-RELATED METRICS IN REMUNERATION Starting 2022, the Nomination and ESG Committee of the Board of Directors recommended that the inclusion of ESG and climate-related performance metrics into the remuneration schemes of the Group Executive Committee as well as the senior management should be investigated. This proposal has been assessed and ap- proved by the Board’s Remuneration Committee and im- plemented accordingly. For more information, please re- fer to page 289 of the Remuneration Report 2022. 4.2 CO2 REDUCTION TARGETS Dufry has defined science-based emission reduction targets, thus recognizing the crucial role the business community can play in minimizing the climate change risk. Science-based targets are greenhouse gas emis- sions reduction targets that are in line with the level of decarbonization required to meet the goals of the Paris Agreement – to pursue efforts to limit global warming to 1.5°C. After committing to the Science Based Targets initia- tive in spring 2022, Dufry handed in emission reduction targets following the SBTi guidance (SBTi Target Valida- tion Protocol). SBTi validated the following emission re- duction targets in early 2023: – Dufry commits to reduce absolute Scope 1 & 2 GHG emissions 94.2 % by 2030 from a 2019 base year. – Dufry commits to increase annual sourcing of renew- able electricity from 0 % in 2019 to 100 % by 2025 and to continue annually sourcing 100 % renewable elec- tricity through 2030. – Dufry commits that 74 % of its suppliers by emissions covering purchased goods and services will have sci- ence-based targets by 2027. – Dufry commits to reduce absolute Scope 3 GHG emissions of upstream transportation emissions by 28 % by 2030. In addition, Dufry wants to achieve climate neutrality of its own operations (Scope 1 & 2 emissions) by 2025 by compensating unavoidable emissions with carbon off- setting initiatives to be defined in the near future. The emission reduction strategy for Scope 1 & 2 follows the SBTi 1.5°C pathway, whereas the emission reduction strategy for Scope 3 follows the SBTi well below 2°C pathway. Measures to achieve the reductions of Scope 1 & 2 include reductions in energy consumption and the purchase of renewable energy certificates (RECs) at group level. Scope 3 reduction measures are the estab- lishment of a supplier engagement program, develop- ment of a green logistics code of conduct and tracking of suppliers and logistic partners with commitments to SBTi. 7/7 TCFD REPORT 2022DUFRY GROUP – THE LEADING GLOBAL TRAVEL EXPERIENCE PLAYER DUFRY AG (SIX: DUFN) OFFERS A REVOLUTIONARY TRAVEL EXPERIENCE TO CONSUMERS WORLDWIDE ADDRESSING 2.3 BILLION PASSENGERS IN 5,500 OUTLETS ACROSS 1,200 AIRPORTS, MOTORWAYS, CRUISE LINES, SEAPORTS, RAILWAY STATIONS AND OTHER LOCATIONS. THE COMPANY, HEADQUARTERED IN BASEL, SWITZERLAND, OPERATES IN OVER 75 COUNTRIES WORLDWIDE. 9/7 Dufry – The World’s Leading Travel Experience Player. © Dufry AG 2023 – www.dufry.com 10/7 VISION & STRATEGY Destination 20 27 Making travelers happier by delivering a holistic travel experience along their whole journey. «Dufry’s new company strategy has been crafted based on a deep understanding of our stakeholders’ needs, customer insights and the current market trends evolution. Our new strategy «Destination 2027» will be delivered by further empow- ering our already excellent teams and reinforcing them when needed. As a team, we are in a position to generate sustainable long-term value for all our stakeholders, including employees, travel concession part- ners, brand suppliers, and, finally, our shareholders. Our strategy is further supported by the transfor- mative business combination with Autogrill, as an inherent part of our vision to deliver a holistic travel experience and to make travelers happier.» Xavier Rossinyol Chief Executive Officer, Dufry LISTENING TO OUR STAKEHOLDERS AND ANALYZING TRENDS In 2022, we completed a comprehensive review of the company strategy by listening to all our stakeholders and analyzing market evolution trends. To this purpose we have spoken to our brand suppliers, concession partners and most importantly to our employees, who engage daily with our customers. We have discussed travel and passenger evolution with experts of the airline and travel industry and we have analyzed travel retail market trends. The intelligence collected allowed us to craft Destination 2027 based on data-driven insights and to translate it into a detailed actionable plan, which we will bring to life through uncompromised execution. Dufry’s new strategy is based on four key pillars. Implementation of Destination 2027 has already started and we suceeded in delivering first initiatives in 2022. AGENDA MARKET AND TRAVELER INSIGHTS Travel Experience Revolution Geographical Diversification Operational Improvement Culture ESG DESTINATION 2027 DESTINATION 2027 MARKET AND TRAVELER INSIGHTS FOCUS Addressable Market Evolution – Large addressable market – Healthy fundamentals – Resilient customer target segment – Strong recovery, at different paces in different markets Consumer & Traveler Insights – Consumers are changing – Travel is changing – New travel “personas” emerge Long-term passenger growth remains a key driver Travel retail has traditionally been a large and resilient market, which we will now further expand with travel food & beverage. This enlarged market builds on healthy fundamentals and shares some unique key characteristics. Travel retail and travel F & B benefit from captive audiences, with an increasing number of potential customers fueled by a secular growth of the population. Moreover, the number of air trips per person and the propensity to travel increases in line with GDP growth per capita. Both elements provide a solid base to grow organically. 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 consolidation 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 existing markets. WE SERVE A LARGE TRAVEL RETAIL MARKET, EXPANDING FURTHER WITH TRAVEL FOOD & BEVERAGE Global market size of Travel Concession market (2019, in B $) ~ 86 ~ 28 ~ 115 Global Travel Retail market Global F & B Concession market Total addressable market AIRPORTS / DOWNTOWN / CRUISES AND FERRIES / MOTORWAYS / TRAINS / AIRLINES & OTHERS Note: Global Travel Retail market excl. roads and railway; F & B defined as F & B concession market at airports, motorways and railways; Deviations in total due to rounding Source: Travel Retail Model by leading external party; Generation Data 5 MARKET AND TRAVELER INSIGHTSAIRLINE PAX CONTINUE TO BE AN ATTRACTIVE SEGMENT AS NUMBER OF TRIPS PER PERSON GROWS WITH GDP PER CAPITA Air travel trips per person in 2019 (#) 10 5 2 1 0.5 0.2 0.1 0.05 0.02 0.01 Singapore Ireland Luxembourg Number of travel trips increases with GDP growth per country 1,000 10,000 50,000 200,000 GDP per capita ($) APAC (excl. CN) China Europe North America Central & South America Middle East Africa Market with high resilience to external impacts The air traffic market and the global passenger volumes have historically proven a high resilience and strong recovery capabilities versus external impacts. The current recovery from the Covid 19 pandemic expects both the global traveler volume & and the travel retail spend to reach and to surpass 2019 levels as of 2024 / 25. AIR TRAFFIC MARKET HAS PROVEN RESILIENT TO DIFFERENT SHOCKS Relative number of airline passengers’ growth Worldwide number of airline passengers (1990 – 2019, indexed to 1990) Dot.com 9 / 11 SARS Global Financial Crisis PAX and flights 10 – 20 % CAGR ‘10 – ’19 6 % world population estimated to have taken at least one flight in their lives In developed countries, i.e., the US > 35 % Average number of air trips in 2015 among US air travelers 4.6 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 5 4 3 2 1 0 6 MARKET AND TRAVELER INSIGHTSAIRPORT TRAVEL RETAIL MARKET TO REACH PRE-COVID LEVELS BY 2024/25 Total Travel retail spend (B $, airport only) Total Travel Retail spend per region (B $, airport only) Growth beyond 2019 levels 40 30 20 10 0 40 30 20 10 0 CAGR (23 – 27) 6 % 3 % 3 % 2 % 3 % 4 % 11 % 8 % 2019 2020 2021 2022 2023 2024 2025 2026 2027 ‘23 ‘27 Note: Market size based on real GDP growth and excluding F & B Source: Travel Retail Model by leading external party APAC (excl. CN) China Europe North America Central & South America Middle East Africa GLOBAL TRAVELER VOLUME WILL RETURN TO PRE-COVID LEVELS BY 2024, WITH DIFFERENT SPEED BY GEOGRAPHY Air traffic total Air traffic – origin & destination # of departing PAX (B PAX, airport only) CAGR (19 – 27) Air traffic by region Air traffic - origin & destination # of departing PAX (B PAX, airport only) 6 5 4 3 2 1 0 Growth beyond 2019 levels 1.2 % 6 5 4 3 2 1 0 CAGR (23 – 27) 3.7 % 3.2 % 3.0 % 2.4 % 4.5 % 2.2 % 5.3 % 3.5 % 2019 2020 2021 2022 2023 2024 2025 2026 2027 ‘23 ‘24 ‘25 ‘26 ‘27 Source: Travel Retail Model by leading external party Europe APAC (excl. CN) North America China Central & South America Middle East Africa Building on these strong fundamentals, Dufry’s strategy will continue to focus on long-term sustainable and profitable growth by building both on organic growth and acquisitions – as documented by the remarkable track-record of the company’s rapid expansion history. 7 MARKET AND TRAVELER INSIGHTSConsumers are changing Demographics play a big role in our business and changes in customer profiles and preferences can occur rapidly. For this reason, Dufry sets high priority on consumer intelligence, extrapolated from internal operational information, regular customer field surveys and external research. This constant progress of listening to customers allows us to continuously fine-tune our offering, not only matching but also exceeding expectations of our clients and identifying new ones. The current consumer and traveler mix is changing and drives new and different behaviors, which have to be catered for and which provide additional opportunities to create relevant offers for them. As shown in the chart below, generational changes, new behaviors and other influences will result in a changing consumer typology in the coming years. While the mix is changing there are also common denominators amongst these typologies such as an increased amount of time spent using digital devices as well as on social media and the internet. Examples are the close to 4 hours use of digital devices per day in the US in 2021, or the 7 hours using internet or social media in the UK in 2020. CONSUMER AND TRAVELER MIX IS CHANGING, DRIVING DIFFERENT AND NEW BEHAVIORS 2019 2025 Generation Y and Z1 ~ 40 % > 70 % Sales directly influenced by online > 10 % > 30 % Share of Chinese luxury shopping within China > 33 % > 50 % Note: 1) Quantified based on luxury goods shopper profiles; Generation Y = 1980 - 2000; Generation Z= >2000 Source: IATA; NPS Prism; Bain / ROI Rocket COVID 19 Travel & Leisure Survey 6 September 2020 release; Expert Interviews; Literature search; Dufry analysis 8 MARKET AND TRAVELER INSIGHTSEvolving consumer expectations and experiences at an all-time high Consumers are showing an increasing interest in seeking experiences and experience-based goods. This trend, which already existed before the Covid-19 pandemic, confirms and even accelerates its validity and shows high growth rates in the coming years. Analyzing social media data and the interviews we regularly perform in our shops to seek feedback from both customers and browsers indicate an emerging trend for wellbeing, sustainable and healthy product offers. This is true for both travel retail and travel food and beverage, where customer expectations are increasingly taking into account personal considerations of lifestyle – what is better for me, what is good for the world and how responsible is the sourcing. CONSUMERS OVERINDULGED ON PRODUCTS, BUT THE WILLINGNESS TO GO BACK TO EXPERIENCES IS AT AN ALL-TIME HIGH Global Luxury markets (Index = 2010 | 2010-2025) CAGR (10 – 19) CAGR (19 – 21) CAGR (21 – 25) 8 % 9 % 6 % 0 % –33 % 1 % ~ 6 – 10 % ~ 20 – 28 % ~ 5 – 9 % Experience- based goods Experiences Luxury Products Expected year of recovery to pre-COVID level (e.g. 2019) ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19 ‘20 ‘21E ‘22F ‘23F ‘24F ‘25F Note: At current exchange rates; luxury products include high-quality design furniture and personal luxury goods; experience-based goods include fine art, luxury cars, private jets and yachts, fine wines & spirits and gourmet food; experiences include luxury hospitality, cruises and fine dining; (*) 2023 acceleration driven by (hoped) end of supply chain disruption in car market Experience-based goods Experience-based goods almost fully recovering to 2019 levels, favored by positive consumer trac- tion across categories Experiences Experiences show high- est impact and will be last to recover as they strongly depend on return of touristic flows and business travel Luxury products Products first to recover to 2019 levels, driven by earlier onset of ease of restrictions 9 MARKET AND TRAVELER INSIGHTSCONSUMER EXPECTATIONS ON F&B ARE EVOLVING BETTER FOR ME Seek for food that suits per- sonal lifestyle (e.g. vegetarian, paleo, whole foods, etc.) BETTER FOR THE WORLD Consciousness about impact on environment leading to demand for sustainable alter- natives (e.g. reduced energy and water use) ENHANCED TRANSPARENCY Demand for transparency in sourcing of ingredients (e.g. desire for local, organic products) Source: Lit. research In summary, the customer is looking for a more individualized offer of products and services, which cater for his personal needs and preferences at any specific moment of his journey and with a holistic perspective including F&B and retail. He is willing to engage and spend if the offer is relevant to him and features a high degree of personalization and convenience. This creates new opportunities to redefine and combine store and digital experiences. PERSONALIZATION, CONVENIENCE & EXPERIENCE INCREASINGLY IMPORTANT FOR BOTH F & B AND RETAIL CUSTOMERS NEXT-GEN PERSONALIZATION Use of new technology to personalize consumer experiences Personalized experiences: Expectation of unprecedent control over every aspect of the restaurant experience requiring tools that allow to customize offerings 1:1 Marketing: Demand for personalized experiences / offerings requires digital tools and advanced analytics to connect on a 1:1 level with the customers DISRUPTION TO STORE EXPERIENCE Opportunities to redefine store experiences Seamless pick-up: Relevance for seamless and time efficient in-restaurant pick-up requires solutions and technology that enable guest recognition on arrival Smart automation: Expectation of a consistent and high-quality experience (also at lower cost) triggers deployment of smart robotics Effortless ordering: Search for new and simplified forms of ordering and payment requires deep understanding of consumers’ digital communication habits Modern workforce: Expectation of a consistent service level requires new learning opportuni- ties and flexible schedules to attract, retain, and empower the frontline Source: Lit. research 10 MARKET AND TRAVELER INSIGHTSTravel is changing – structurally and amidst recovery Travel patterns and customer preferences versus air traffic are changing amidst the ongoing recovery but they are also changing structurally. From a destination- perspective current trends clearly show that international short-haul and long- haul journeys have started recovery later but are showing a faster pickup then domestic travel. The number of passengers is expected to exceed 2019 level as of 2025 offering additional growth potential. From an airline typology perspective the rise of Low-Cost-Carriers continues and makes flying more affordable to wider communities – either to be able to fly at all, or to fly more often. During the recovery, passengers first travelled for leisure and then for business with some delay. Leisure travel is expected to continue growing strongly in the coming years. Similarly, and despite new virtual meeting technologies, the need for business travel and the related on-site presence or in-person meetings will soon reach 2019 levels again. The ongoing rise of digital technology and data integration increases airport effi- ciencies overall and offers passengers a seamless travel experience with more predictable dwell-time from their arrival at the airport to boarding. This, combined with the capability to engage with customers online even before they arrive at the airport and to perform omni-channel sales, further increases the attractiveness of travel retail. A key role is played by data-integration allowing for the development of increasingly customized offers and marketing initiatives for each individual customer. 3 new personas emerging – further to come The analyses of fifteen million social media posts using artificial technology has generated new insights with respect to predicting patterns and behavioral shifts of travelers. These insights go beyond traditional passenger segmentation based on travel needs and demographics, allowing us to better identify trending topics and build relevant customized offers for our customers such as: – Ongoing pursuit for effective brain boosters in F & B – Sensory retail experiences surging in popularity, after a long period of restrictions – Travel industry replacing buzzwords: “sustainable” with “regenerative”. This intelligence identified three distinctive new personas with different behaviors and needs emerging: – Working Wanderers – Experience Seekers – Young Explorers. On top, future developments need to be observed. These future personas we like to call Enigma, as we do not yet know, what their preferences will be. 11 MARKET AND TRAVELER INSIGHTS Working Wanderers Remote schooling and work are freeing families and professionals from homes, providing oppor- tunity to fulfill travel dreams and career aspirations Hybrid working is becoming norm, with more people looking for flexible, productive workplaces Subscription and membership models are coming to travel With remote work here to stay, a lot of focus has turned toward portable, lightweight tech There’s a continual pursuit for effective brain boosters in F & B Experience Seekers Curated travel deals are catching the attention of con- sumers who look for premium, personalized experiences Surge in luxury travel coming amid stabilizing health situation and loosening border restrictions Limited editions are thriving, indicating a continuous interest in exclusive, context specific offers Luxury lovers are increasingly looking for carefully curated travel experiences After a long period of restrictions, sensory retail experiences have surged in popularity Appreciation for slow travel is far from fading away Young Explorers Tech-savvy, disruptive young travel- ers seek for travel experiences providing social, meaningful, joyful moments w ithout neglecting sus- tainable / ethical values Travelers want to get back on the road, but they are looking for budget friendly options The travel industry is moving on to a new buzzword, replacing “sustainable” with “regenerative” For Gen Z and Millennials, traveling is a shared experience by definition Popularity of community based tourism is spreading (experiences owned, led and run by local communities) Enigma Continued consumer research will tell us about the future evolution The Way Forward The analyses of the current market environment and customers’ preferences give clear indications of how the way forward needs to be shaped to successfully address the new personas and drive business results. Insights from our most relevant business stakeholders - Consumers and Travelers, the global Dufry team, Brand Suppliers and Concession Partners - as well as expertise on air traffic and spend development data are the building blocks of Destination 2027. HOW DO WE ADDRESS NEW PERSONAS AND DRIVE OUR BUSINESS RESULTS CONSUMERS ARE CHANGING TRAVEL IS CHANGING NEW TRAVELERS (PERSONAS) REVENUES PASSENGER VOLUME (PAX) SPEND PER PASSENGER (SPP) SPEND PER TICKET CONVERSION Individual traveler profile – Type of trip – Demographics – Disposable income Traveler mix – Nationality – Type of flight Dwell time and offering – Airport infra- structure – Schedule / travel type – Disruption of operations Macro- economics – GDP evolution – Inflation – Consumer sentiment – Shocks Relative exchange rate DUFRY’S & AIRPORTS’ & BRANDS’ ACTIONS DUFRY PORTFOLIO MANAGEMENT 16 16 MARKET AND TRAVELER INSIGHTSTRAVELER AND MARKET INSIGHTS USED TO DEVELOP OUR NEW STRATEGY “DESTINATION 2027” AND ENABLE SUSTAINABLE PROFITABILITY CONSUMER AND TRAVELER INSIGHTS Younger travelers seeking for more experience, conve- nience and wellness FEEDBACK FROM DUFRY TEAM, BRANDS AND CONCESSION PARTNERS Dufry to build on its strengths but also work on innovation, digitalization, strong F & B offer- ing, and expansion to APAC AIR TRAFFIC AND SPEND DEVELOPMENT PAX and spend per passenger recovery within next 2-3 years; spend, however, expected to remain flat 17 17 MARKET AND TRAVELER INSIGHTSMARKET AND TRAVELER INSIGHTS DESTINATION 2027 Travel Experience Revolution Geographical Diversification Operational Improvement Culture ESG Revolutionize travel experience by addressing evolving consumer trends, driving spend per passenger and responding to changing needs of airports 18 NEW COMPANY STRATEGY – DESTINATION 2027 Destination 2027 builds on four key pillars as key driving elements, on which the company will focus on when implementing initiatives and evolving its culture. The four pillars cover and influence all our main key performance indicators and directly impact our sustainable cash flow generation. “Delivering the travel experience revolu- tion” by bringing to- gether travel retail and travel food & beverage in one offering. An offering that has more contact points with travelers and provides a seamless and personalized experience, both in the stores and digitally. “Diversifying our geo- graphical presence” including a focus on the highly attractive and resilient US market, a focused strategy for Asia-Pacific and the Chi- nese travelers, as well as an organic business development for the Rest of the World. Further foster a “culture of continu- ous operational im- provement” across all our business activities to drive efficiencies and cost savings. This will allow us to generate sus- tainable cash flows while investing in innovation and growth. Incorporate ESG across all pillars and make it an inherent part of our business as a connecting element. DESTINATION 2027 Travel Experience Revolution HOLISTIC TRAVEL EXPERIENCE REIMAGED TRAVEL RETAIL FOOD AND BEVERAGE TRAVELER DIGITAL POINT OF SALE END-TO-END ENGAGEMENT Geographical Diversification Operational Improvement Culture ESG Powered by our people 19 DESTINATION 2027 Travel Experience Revolution FOCUS We continue to adapt our value proposition We flexibly redesign our space to customize the experience We evolve our offering dynamically based on data and consumer insights We engage travelers on digital channels to enhance the experience Dufry creates unrivalled and holistic travel experiences by continuously adapting and evolving its value proposition with a fully customer centric approach based on data insights. Retail space and assortments are dynamically adapted and cus- tomized to the traveler’s needs, while digital engagement initiatives further enhance the overall customer experience along the whole journey. Traveler profiles and needs are constantly monitored to identify new behaviors and requirements. Demographics and data analysis play a big role in our business and changes in customer profiles and preferences can occur rapidly. For this reason, Dufry sets high priority on consumer intelligence, extrapolated from inter- nal operational information, regular customer field surveys, monitoring of social media channels and external research. This constant process of listening to cus- tomers allows us to continuously fine-tune our offering, not only matching, but exceeding expectations of our clients. WE CUSTOMIZE OUR VALUE PROPOSITION BASED ON TRAVELER PROFILES AND NEEDS Retail and F & B & customized store experience Data driven offering & pricing BRANDS DUFRY VALUE PROPOSITION TRAVELER Digital engagement Sales Force CONCESSION PARTNERS Changing perception of the world Screening & Observing Changing needs Data-based Understanding TRAVELER’S INTEREST Dufry system of continous adaption to change Changing Behavior Adaption Revolutionize Travel Experience 21 Destination 2027TRAVEL EXPERIENCE REVOLUTIONClose cooperation with brand suppliers and airports Maximizing the travel experience can only be achieved through the strong and close collaboration of travel retail and F&B operators with airports and brand suppliers. Each of these partners have a key role to play – retailers can create attractive shopping environments, tailoring assortments and services based on refined cus- tomer insights and share them with brands, allowing them to innovate on prod- ucts and experiences. Concession partners contribute by optimizing space alloca- tion and passenger flows and by accepting and supporting the setup of dynamic shop concepts. Dufry seeks a permanent and close collaboration with concession partners and suppliers based on an ongoing monitoring of airport, terminal and store perfor- mance to maximize passenger satisfaction, sales, and spend-per-passenger, by flexibly adapting store concepts. WE WORK TOGETHER WITH OUR AIRPORT AND BRAND PARTNERS TO DELIVER VALUE TO TRAVELERS AIRPORTS BRANDS Space Data Opportunity for hybrid concepts Quality of the experience Product Innovation Consumer engagement Consumer insights Pre & post journey engagement DUFRY Revenue Optimization Quality of Service Loyality TRAVELER INSIGHTS Exposure Personalized targeting Clienteling External & internal data Artificial intelligence & analytical engines Space optimization to maximize SPP and PAX satisfaction Store concept and design to maximize traffic and sales Constant monitoring of airport / terminal and store performance 22 Destination 2027TRAVEL EXPERIENCE REVOLUTION Holistic experiences create new value propositions and opportunities The key element to provide the customer with a holistic travel experience is the addition of travel food and beverage and its combination with travel retail, which generates benefits for customers and concession operators alike. Advantages materialize through hybrid and mixed store formats, which immediately expand and mutually enhance the value proposition and the relevance for cus- tomers. This generates additional cross selling and promotion opportunities which can be offered to customers through vouchers or digitally, thus attracting travelers to visit and browse several stores. The same applies to the relevance and the reach of loyalty programs, which result in a higher attractiveness for customers and an increased number of touch-points and engagement opportunities for the operators. Finally, revenue generation can be further optimized by integrating F & B locations and retail spaces to optimally match passenger flows and enhance the offering. Airport operators benefit from a simplified space management process, which on top increases revenue generation. Self-learning smart stores and data-driven offering Technology allows to closely monitor customer behavior on an anonymized basis to identify hot and cold areas or areas with high browsing but low conversion, providing valuable insights on where to enhance and adapt assortments or allo- cate additional employees to increase customer service. Data insights optimize both store design and range management for core and existing categories, while at the same time, complement performance through concept innovation. Examples already successfully launched and implemented include the creation of: – A new dedicated label concept for articles where brands are not relevant, e.g. for souvenirs or food destination products as successfully launched in Canada and Mexico – Multi-category and themed stores for well-being and sustainable products, e.g. MIND.BODY.SOUL., as first launched in Rio de Janeiro and Amman and supported by dedicated targeted marketing communications – In-store experiences to attract travelers, increase dwell-time and drive adver- tising opportunities for brand partners. 23 Destination 2027TRAVEL EXPERIENCE REVOLUTIONSales-force delivering customized service level Our shop floor colleagues play a key role in delivering the transformational shop- ping experience to our customers. Going forward engagement will be further customized and the service level provided be adapted to specific needs by geog- raphy, passenger profile and shop concept to provide the best possible added- value. These advanced engagement initiatives will be supported by comprehensive training, dedicated incentives schemes and technology support. Enhanced digital engagement pre-, post- and in-store Dufry’s digital strategy focuses on closely engaging with existing and potential customer throughout their travel journey and focusing on achieving three main goals: – Further engage with frequent travelers and establish deeper connections. Increase loyalty by leveraging CRM initiatives, offer and service personalization, as well as evolution of mobile apps and partnerships – Excel in sales influenced by new digital touchpoints created with partners thoughout the whole travel journey, by expanding the reach of Reserve & Collect, and by evolving the omni-channel engagement & sales approach – Transform the shopping experience in-store. Intensify use of technology for enhanced engagement and experience. Develop new services for targeted customer audiences, e.g. Dufry Employee App. All these initiatives are driven by social media and customer loyalty communication to keep travelers informed about novelties, activations and in-store experiences. Partnering with suppliers to feature brand specific content throughout the com- plete journey is key. During 2022, we implemented first initiatives to accelerate the travel retail revolu- tion. In particular we have: – Introduced innovative consumer-centric offerings: Beauty range innovation, no- and low-alcohol range, private labels – Further customized stores to traveler needs: Store of the Future, Mind.Body.Soul. – Implemented first self-learning smart stores: Spatial analysis with / without cameras, proof-of-value of image, AI-based store space productivity – Evolved digital engagement: Emotion+ omni-channel campaigns, experiential digital tools. 24 Destination 2027TRAVEL EXPERIENCE REVOLUTION HOW DOES THE TRAVEL EXPERIENCE REVOLUTION CREATE VALUE? WHAT IS GOING TO CHANGE 1. 2. 3. Grow revenues by driving SPP (spend-per-passen- ger) through better con- version and increased spend per ticket Collaborate with airports in a way that can mitigate the increase of conces- sion fees Give brands a broader consumer platform and greater engagement to tackle gross profit margin and advertising income 1. 2. 3. 4. 5. 50 %+ of our stores to be smart stores by 2025 50 % of our customers with digital engagement by 2025 New loyalty program deployed through 100 % of our points of sale of the combined entity (~ 5.500) New enhanced and dedi- cated digital team for the combined business Additional 50 base-points on revenues of investment to drive travel experience revolution 25 Destination 2027TRAVEL EXPERIENCE REVOLUTIONDESTINATION 2027 Geographical Diversification FOCUS Develop North America’s footprint Top Asia Pacific countries and Chinese travelers Foster and grow strong positions in Rest of the World Combine Duty-Free, Duty-Paid, Food & Beverage, adding Autogrill and Dufry geographies Combination of business development, joint-ventures and M & A Destination 2027 GEOGRAPHICAL DIVERSIFICATION Geographic diversification is a proven strategy to strengthen business resilience and mitigate economic, political and regional impacts. Diversification combines and builds on a variety of initiatives including organic business development, joint- ventures and M & A transactions. The four key areas are: Develop North America’s footprint Based on 2019 data, North America’s travel retail, convenience and travel F & B represents a market of slightly above 10 billion USD; with 60 % covered by F & B and 40 % by Travel Retail & Convenience. The new combined entity including Dufry and Autogrill will have a presence in around 100 airports of this resilient market with an attractive positioning to unlock additional growth potential. First, the combined entity can now provide attractive offers to concession partners in existing locations by offering new hybrid concepts including food & beverage and travel retail. This enhances customer experience, but also allows airports to optimize retail space, passenger flows and ultimately spend-per-passenger and revenue generation. Second, the joint expertise of both leading partners in their respective sectors in- creases the attractiveness when participating in tenders in new locations where we are not yet present. The comprehensive know-how on passenger shopping behaviour and insights covering both domestic and international profiles across North America is an important competitive advantage put at the service of each airport operator. AUTOGRILL INTEGRATION WILL LEAD TO STRENGTHENED FOOTPRINT IN THE UNITED STATES Dufry Autogrill Combined presence Source: Dufry data; Autogrill data COMBINED PRESENCE IN ~100 AIRPORTS IN THE UNITED STATES 27 Destination 2027 GEOGRAPHICAL DIVERSIFICATION Strategic focus on top Asia-Pacific countries and Chinese Travelers Until 2019, Asia-Pacific was the fastest growing travel retail market and is ex- pected to resume this leading position in the coming years. In total, in 2019 this market included 3.2 billion passengers and generated sales of around 46 billion USD, with the ten biggest countries contributing with 90 % of the passengers and 86 % of the market value. Chinese travelers contributed to close to 40 % of Asia-Pacific’s passenger volume – a share expected to grow further going forward. STRATEGIC FOCUS ON A SELECTION OF IMPORTANT APAC MARKETS 10 biggest countries in APAC by PAX (2019) China 1,387 M* South Korea 157 M* Japan 264 M* Taiwan 72 M* Vietnam 91 M* Australia 152 M* India 335 M* Thailand 157 M* Malaysia 109 M* Indonesia 123 M* Total APAC TR market ~46 B $ and 3.2 B PAX in 2019 10 biggest countries / territories in APAC account for 86 % of TR market and 90 % of total PAX Note: * PAX 2019; Not all countries and territories labeled Source: Air4Cast 28 Destination 2027 GEOGRAPHICAL DIVERSIFICATION Chinese travelers are key in Asia-Pacific The key success factor in Asia-Pacific is therefore to strongly engage with the Chinese passengers domestically in China and when they travel internationally to neighboring countries such as Thailand, South Korea and Japan. APAC accounts in total for 80 % of the Chinese traveler’s international destinations. A strong presence in this area and a dedicated focused strategy for this geographic area is therefore key to best capture the high spending power of the Chinese travelers. Dufry already has a solid footprint in this geographic area with operations in 7 coun- tries and featuring a whole variety of shop formats, ready to fuel further expansion in existing and new locations. Channels cover duty-paid and duty-free locations will be further enhanced with the travel F & B presence of Autogrill. Similarly as for other geographies, the opportunity to offer airport operators hybrid and combined retail and F & B concepts by one single partner creates additional potential to grow organi- cally in this important region. Alibaba partnership and Hainan presence – a strong asset The partnership with Alibaba established in 2020, which also includes an equity participation by Alibaba, is an important asset under many aspects and secures a strong onsite presence in Hainan, through the joint presence of Alibaba and Dufry management teams in the local governance structure. The collaboration directly facilitated the successful implementation of local projects, such as the participation of the joint-venture in the Mova Mall Shopping Center in Haikou, with a retail area of close to 39,000 m2 and featuring several hundred international brands. Additionally, through the JV collaboration, Alibaba extended its ecosystem into travel retail and started to engage more closely with Chinese travelers through different online-channels and services thus fostering Dufry’s omni-channel approach. This includes customer services covering the whole travel journey such as pre-ordering and buying before the trip, buying and collecting during the trip and repurchasing after the trip. Leveraging Alibaba’s presence and access to all relevant online-platforms in the region, the joint-venture secures a strong digital customer engagement and wide-spread presence in the market. 29 Destination 2027 GEOGRAPHICAL DIVERSIFICATION PARTNERSHIP WITH ALIBABA TO DEVELOP TRAVEL RETAIL IN CHINA AND TO DRIVE ONLINE ENGAGEMENT GLOBALLY Partnership with Alibaba since November 2020, including equity stake by Alibaba 1. PRE-ORDER & BUY BEFORE TRIP Push with hotel, air & train tickets, or tour bookings Proactive visit through content, ads & coupon 2 DIGITAL CUSTOMER ENGAGEMENT AND OMNIPRESENCE Kwai | Ele.me | Ama.com Fliggy | Store | TikTok Wechat TaoBao | Kaola AliPay | Shop App H5 Pages I LBS 2. COLLECT & BUY DURING TRIP Location-based services (LBS) push Digitally enhanced experience at store Possibility for pickup at airport, ferry or store 3 3. RE-PURCHASE AFTER TRIP Continued push based on traveler’s individual features Proactive visit through content, ads & coupon Shipping post-Hainan visit Governance structure and JV leadership team with both Alibaba and Dufry representatives established, head-quartered in Haikou, Hainan 1 Initial projects successfully established, e.g., JV participating in Mova Mall Shopping Center in Haikou, Hainan, with close to 39,000 sqm and representing several hundred international brands Online collaboration progressing: Alibaba extended its ecosystem to travel retail and starts engagement with Chinese travelers 30 Destination 2027 GEOGRAPHICAL DIVERSIFICATION Foster and grow strong position in Rest of the World In Europe, the Middle East and Central & South America Dufry traditionally holds a strong position, with some of its largest footprints. Some of these geographies feature a dense network of operations in single countries as in Europe or regionally as in Central & South America. With an estimated market share of over 30 %, these areas are expected to further increase passenger numbers over the next five years and create additional scale effects. In many of these markets the combination with Autogrill is seen as an additional asset by airport operators wanting to offer their passengers an enhanced customer experience, while at the same time simplifying space management and improving performance of their overall retail area. Leveraging existing partnerships in these markets and providing attractive alter- natives in new locations will permit Dufry and the new combined entity to strengthen its footprint, which includes some of the most important touristic destinations worldwide. Besides global insights on passenger behavior, Dufry can fully leverage its exper- tise on how to best serve expectations with tailored shop concepts and customized offers, combining duty-free, duty-paid, convenience and now also food & beverage into unrivalled experiences. In all these markets, further growth can be driven by growing organically, through joint-ventures or by M & A transactions alike. Throughout 2022, we have further evolved our geographic diversification following different paths of action: – We have advanced as planned on the combination process with Autogrill thus significantly strengthening Dufry’s footprint in the resilient US market – Progressed on strengthening our APAC team by onboarding local senior manage- ment and define strategy with partners to follow Chinese traveler – Continued organic business development in the rest of the world by winning new concessions and successfully extending current contracts; details can be found on page 71 of the this Annual Report. Diversification by geographies and channels also limits exposure to single contracts, as illustrated by the share of individual concessions in the Group. With the largest concession accounting for just around 6 % of our business, and with the ten biggest representing less than 28 % of 2022 sales. 31 Destination 2027 GEOGRAPHICAL DIVERSIFICATION GLOBAL PRESENCE HOW DOES IT CREATE VALUE? WHAT IS GOING TO CHANGE 1. 2. 3. Establish a combined Dufry-Autogrill team in North America Appoint a reinforced and dedicated team in Asia- Pacific Implement a new business development approach with defined priorities 1. 2. 3. 4. 5. Improved risk profile diversifying for local / regional economic cycles and shocks Accelerated passenger growth by serving fast-growing geographies More reliable revenue growth with differentiated geographic portfolio Higher conversion based on learning from different consumer patterns Accelerate digital reve- nues through new touch- points 32 DESTINATION 2027 Operational Improvement Culture FOCUS Operational improvement culture Zero-based-budgeting (ZBB) Active portfolio management 33 The most important element to successfully implement our Destination 2027 strategy will be on how we as team do things and on how we approach its imple- mentation. In all we do, we want to establish a permanent and ongoing culture of operational improvement to jointly drive growth, profitability and cash-flow generation. For us, this means identifying operational savings, by actively managing our business and customer portfolio. ESTABLISH AN OPERATIONAL IMPROVEMENT CULTURE TO FUEL GROWTH, PROFITABILITY AND CASH FLOW GENERATION IDENTIFY OPERATIONAL SAVINGS Grow Impact P & L Innovate FUEL GROWTH OPERATIONAL IMPROVEMENT CULTURE FUEL PROFITABILITY AND CASH FLOW GENERATION Improve capabilities Reinvest Drive efficiency ACTIVELY MANAGE BUSINESS / CUSTOMER PORTFOLIO 34 Destination 2027OPERATIONAL IMPROVEMENT CULTUREZero-based-budgeting methodology Key trends and methodologies to actively drive cost, reset and improve efficiency require focusing on what is critical and needed to run the business. This further accelerates by identifying new technologies to implement new ways of working, by leveraging the power of digital data, as well as increasing flexibility and agility. We understand the concept of zero-based-budgeting in the wider sense, assessing every single activity, how it contributes to the business, and how it can be improved. WE ARE LEVERAGING THE ZBB METHODOLOGY TO ENSURE CONSTANT OPERATIONAL IMPROVEMENT Leading trends driving a cost reset Keep only what is critical and necessary to run the business New technological frontiers for how to get the work done The value of flexibility and agility The power of data and digital tools 1. 2. 3. 4. 5. Simplicity Eliminate unnecessary complexity in offerings, structures and processes to focus on highest value areas Automation & Digitization Harness automation, analytics, core systems and data to improve efficiency, and enhance performance and customer experience New Ways of Working Streamline organizational structure, processes, talent and tools to increase flexibility, remote collaboration, and variabilization Visibility & Accountability Adjust control, decision rights and end to end visibility to enhance cost accountability Operational Resilience Build process / operational resilience to lower total cost of ownership and improve response to rapid changes 35 Destination 2027OPERATIONAL IMPROVEMENT CULTURE Active portfolio management driving profitability We will permanently screen and assess our concession portfolio with respect to its profitability to react in a timely way with respect to renegotiating or exiting contracts, which do not fulfill our concession specific objectives and expectations. Over time this will allow us to consistently improve portfolio quality and perfor- mance. This involves an ongoing evaluation, analysis and discussion with some of the most critical airports to jointly identify and develop possible actions. The key prerequisite being a permanent and cyclical performance review and re-evaluation of the portfolio, starting with the pre-contractual due-diligence and extended through- out and post start of operations. With respect to establishing the operational improvement culture, in 2022 we started by: – Applying the zero-based-budgeting approach for the 2023 budget – Implementing the full profitability evaluation for ongoing bidding / tender / negotiation processes. HOW DOES IT CREATE VALUE? WHAT IS GOING TO CHANGE 1. Sustain margins 2. 3. Reinvest in business & fast-growing geographies Share with Airport part- ners thus making conces- sion fees competitive 1. 2. 3. Zero-based-budgeting discipline for budget 2023 Dedicated integration team focused on synergy delivery Active management of concession portfolio with stronger focus on full profitability evaluation 36 Destination 2027OPERATIONAL IMPROVEMENT CULTUREDESTINATION 2027 ESG – connecting element and inherent part of our business FOCUS Comprehensive ESG strategy focused on four areas Science-Based Targets (SBTi) in place Broad portfolio of local projects with real impact 37 Dufry’s ESG engagement builds on four key pillars. Implementation and develop- ment of the comprehensive ESG strategy is managed through as strong gover- nance, making sure it is at the center of the company’s activities and securing a sustainable growth for our stakeholders. DUFRY’S ESG STRATEGY IS STRUCTURED ALONG 4 FOCUS AREAS Product sustainability & safety Customer service & safety Employee retention Diversity & Inclusion CUSTOMER FOCUS EMPLOYEE EXPERIENCE TRUSTED PARTNER PROTECTING ENVIRONMENT Corporate & sustainability governance Legal requirements Shareholder engagement Emissions and consumption Sustainable logistics & supply chain For each focus area Dufry develops targeted initiatives to make its ESG engage- ment real and tangible and to focus on topics where the company can make a difference. One of the key initiative recently implemented is the definition of emission reduction targets for scopes 1, 2 & 3, which have been validated by SBTi. Key ESG initiatives executed during 2022 include: – Seeking approval and achieving validation of the Scope 1, 2 & 3 targets by SBTi – Develop the Dufry’s first TCFD Report for 2022 – Conduct second diversity & inclusion survey – Develop a new community engagement strategy. Detailed information on Dufry’s ESG strategy and implementation progress is available in the ESG Report and page 79 of the Annual Report 2022. 38 Destination 2027ESG Positively impact society as a good employer and through local projects Through its presence in 62 countries and across over 410 locations Dufry is an important employer, providing job opportunities for communities around the world. While in 2022 the company employed 23,792 (FTE) colleagues, the number of employees is expected to increase to over 60,000 through the combination with Autogrill. Additionally Dufry has traditionally been supporting local communities with dedi- cated community engagement projects, implemented at Group level, by our local teams and / or in collaboration with our landlord partners. This allows us to pro- vide specific and tangible support where it is most needed. POSITIVE IMPACT ON SOCIETY BY BEING A GOOD EMPLOYER AND SUPPORTING LOCAL PROJECTS MAKEING IT TANGIBLE AND VISIBLE Mind – for better mental health United Kingdom Charity Water; RgZ Foundation Switzerland Fundación Aladina; Make-A-Wish Greece Spain, Greece The One Foundation Malawi, Kenya, Rwanda Ladybug Dufry École Maternelle Senegal Education Scholarship Program; Communities In Schools® (CIS™) USA SOS Children’s Village Brazil, Mexico, Kenya Social promotion program Teenagers’ future Brazil 410 Locations in 62 6 Countries across Continents Countries with Dufry presence 39 Destination 2027ESG«DESTINATION 2027» STRENGTHENS DUFRY’S INVESTMENT CASE Destination 2027 is supported by a solid financial plan to secure value creation for shareholders. Dufry offers an attractive investment op- portunity to participate in an ever- growing industry and a company focused on long-term top-line growth, sustainable profits and resilient, risk-adjusted cash flow generation. Despite the currently challenging business environment, travel retail is a structurally resilient industry with a proven track-record of growth. 40 DESTINATION 2027 STRENGTHENS DUFRY’S INVESTMENT CASE Long term top line growth – Underlying passenger growth – Spend per passenger increase, driven by Travel Experience Revolution – Business development through diversification and hybrid concepts – Selected acquisitions / industry consolidation Sustainable profits – Operational improvement culture – Highly variable cost structure and continuous efficiencies – Reinvestment in business and concession competitiveness Strong risk-adjusted cash flow generation – Asset light business model – Sustainable cash flows – Quick deleveraging capability Resilient business Shareholder Value – Secular growth and resilient spending as inherent part of travel – Diversification across geographies, channels, formats and concepts – Strong stakeholder relations including concession partners, brands, share- and debtholders, banks Strong cash flow generation, available for capital allocation – Fostering growth and innovation – Focusing on deleveraging – Shareholder return For further information on our equity story as the world’s leading global travel experience player, please refer to the section Investors on page 72 of the Annual Report 2022. Dufry – The World’s Leading Travel Experience Player.

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