Results of Ordinary General Meeting of Dufry AG held on May 8, 2023

1. The Board of Directors’ proposal pursuant to agenda item 1.1 that the consolidated financial statements and the annual financial statements for 2022 be approved has been accepted by a majority of 99.77% of the votes. The Board of Directors’ proposal pursuant to agenda item 1.2 that the remuneration report as shown in the annual report 2022 be approved on a non-binding consultative basis has been accepted by a majority of 85.08% of the votes.
    
2. The Board of Directors’ proposal pursuant to agenda item 2 that the retained loss be carried forward and no dividend be paid has been accepted by a majority of 99.85% of the votes.
    
3. The Board of Directors’ proposal pursuant to agenda item 3 that the members of the Board of Directors and the persons entrusted with management be granted discharge for their activities in the financial year 2022 has been accepted by a majority of 99.63% of the votes.
    
4. The Board of Directors’ proposals pursuant to agenda item 4 to amend the Articles of Incorporation have been accepted with the following majorities:
   
   Agenda item 4.1 – Amendment of the Purpose: Accepted with 99.81% of the votes;
   
   Agenda item 4.2 – Replacement of the Authorized Share Capital by a Capital Range: Accepted with 98.10% of the votes;
   
   Agenda item 4.3 – Creation of Additional Conditional Capital: Accepted with 97.93% of the votes;
   
   Agenda item 4.4 – Amendment regarding Share Certificates and Intermediated Securities, Share Register, Nominees: Accepted with 99.78% of the votes;
   
   Agenda item 4.5 – Amendment regarding Shareholder Rights, Meeting of Shareholders, Communications: Accepted with 87.36% of the votes;
   
   Agenda item 4.6 – Amendment regarding Venue of the Meeting of Shareholders and Virtual Meeting: Accepted with 95.04% of the votes;
   
   Agenda item 4.7 – Amendment regarding Board of Directors, Compensation of the Board of Directors and of the Executive Management, Mandates Outside the Company: Accepted with 99.64% of the votes;
   
   Agenda item 4.8 – Amendment regarding Maximum Size of the Board of Directors: Accepted with 99.51% of the votes.
    
5. The Board of Directors’ proposals pursuant to agenda item 5 concerning Re-elections and Elections have been accepted with the following majorities:
   
   Agenda item 5.1 – Re-election of the Chairman: Mr. Juan Carlos Torres Carretero has been re-elected with 96.77% of the votes;
   
   Agenda item 5.2 – Re-election of Directors:
   
   - Mr. Xavier Bouton has been re-elected with 98.53% of the votes;
   - Mr. Alessandro Benetton has been re-elected with 99.84% of the votes;
   - Ms. Heekyung Jo Min has been re-elected with 97.22% of the votes;
   - Mr. Enrico Laghi has been re-elected with 98.22% of the votes;
   - Mr. Luis Maroto Camino has been re-elected with 99.69% of the votes;
   - Mr. Joaquín Moya-Angeler Cabrera has been re-elected with 98.23% of the votes;
   - Mr. Ranjan Sen has been re-elected with 99.75% of the votes;
   - Ms. Mary J. Steele Guilfoile has been re-elected with 99.68% of the votes;
   - Ms. Lynda Tyler-Cagni has been re-elected with 99.66% of the votes; and
   - Ms. Eugenia Ulasewicz has been re-elected with 99.61% of the votes.
   
   Agenda item 5.3 – Election of a New Director: Mr. Sami Kahale has been elected with 98.06% of the votes.
    
6. The Board of Directors’ proposals pursuant to agenda item 6 concerning Re-elections to the Remuneration Committee have been accepted with the following majorities:
   
   - Mr. Enrico Laghi has been re-elected with 98.03% of the votes;
   - Mr. Luis Maroto Camino has been re-elected with 97.18% of the votes;
   - Mr. Joaquín Moya-Angeler Cabrera has been re-elected with 95.88% of the votes; and
   - Ms. Eugenia Ulasewicz has been re-elected with 97.12% of the votes. 
    
7. The Board of Directors’ proposal pursuant to agenda item 7 concerning Re-election of Deloitte AG as the Auditors has been accepted with 99.86% of the votes.
    
8. The Board of Directors’ proposal pursuant to agenda item 8 concerning Re-election of Altenburger Ltd legal + tax as the Independent Voting Rights Representative has been accepted with 99.73% of the votes.
    
9. The Board of Directors’ proposals pursuant to agenda item 9 concerning Compensation of the Board of Directors and the Global Executive Committee have been accepted with the following majorities: 
   
   Agenda item 9.1 – Approval of the Maximum Aggregate Amount of Compensation of the Board of Directors: Accepted with 97.24% of the votes;
   
   Agenda item 9.2 – Approval of the Increased Maximum Aggregate Amount of Compensation of the Global Executive Committee for Financial Year 2023: Accepted with 96.37% of the votes; and
   
   Agenda item 9.3 – Approval of the Maximum Aggregate Amount of Compensation of the Global Executive Committee for Financial Year 2024: Accepted with 96.38% of the votes.

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Disclaimer:
This document is not an offer of, or a solicitation of offers to purchase or subscribe for, securities in the United States, Australia, Canada, Japan and any other jurisdictions where making the making of an offer of securities for sale would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority (such jurisdictions, including the United States, Canada, Japan and Australia, the “Excluded Countries”). No securities have been or will be registered under the U.S. Securities Act and no securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. No actions have been taken or will be taken to make an offer of securities to the public in any of the Excluded Countries.

^[1] All voting results expressed in this news release are in percent of the votes represented at the AGM for the respective agenda item. Detailed voting results in absolute numbers can be found in the minutes of the AGM, which will be made available on Dufry’s website / General meetings / AGM 2023: https://www.dufry.com/en/AGM2023

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