The Ordinary General Meeting of Dufry AG was held at the Grandhotel “Les Trois Rois”, Blumenrain 8, 4001 Basel, Switzerland, on April 29, 2014 at 14.00 hrs. The meeting was validly convened and constituted and shareholders duly registered in the share register of the Company representing 20,048,314 shares and 64.87% of the total share capital of Dufry AG were present at the meeting.
1. | As per the Shareholders' Resolution regarding the Board of Directors' proposal to approve the Annual Report, the Consolidated Financial Statements and the Annual Financial Statements for 2013, the Board of Directors' proposal has been accepted by 98.84% of the votes represented. |
2. | As per the Shareholders' Resolution regarding the Board of Directors' proposal to carry forward CHF 121,486 Thousand as retained earnings, the Board of Directors' proposal has been accepted by 84.16% of the votes represented. |
3. | As per the Shareholders' Resolution regarding the Board of Directors' proposal to grant discharge to the members of the Board of Directors and to the persons entrusted with management for their activities in the fiscal year 2013, the Board of Directors' proposal has been accepted by 97.55% of the votes represented. |
4. | As per the Shareholders' Resolution regarding the Board of Directors' proposals to re-elect (i) Mr. Juan Carlos Torres Carretero as member and Chairman of the Board of Directors; and (ii) Mr. Andrés Holzer Neumann, (iii) Mr. Jorge Born, (iv) Mr. Xavier Bouton, (v) Mr. James Cohen, (vi) Mr. Julián Díaz González, (vii) Mr. José Lucas Ferreira de Melo, (viii) Mr. Joaquín Moya-Angeler Cabrera, and to elect (ix) Mr. George Koutsolioutsos as members of the Board of Directors; and to elect (x) Mr. James Cohen, (xi) Mr. Juan Carlos Torres Carretero, and (xii) Mr. Andrés Holzer Neumann as members of the Remuneration Committee, all until the completion of the next Annual General Meeting, the Board of Directors' proposals have been accepted by 80.26%, 68.41%, 99.22%, 67.77%, 79.84%, 91.74%, 99.24%, 99.23%, 74.44%, 64.08%, 65.25% and 62.23%, respectively, of the votes represented. |
5. | As per the Shareholders' Resolution regarding the Board of Directors' proposal to elect Ernst & Young Ltd as the Auditors for the fiscal year 2014, the Board of Directors' proposal has been accepted by 94.35% of the votes represented. |
6. | As per the Shareholders' Resolution regarding the Board of Directors' proposal to elect Buis Bürgi AG, Mühlebachstrasse 8, 8008 Zurich as the Independent Voting Rights Representative until the completion of the next Annual General Meeting, the Board of Directors' proposal has been accepted by 99.73% of the votes represented. |
7. | As per the Shareholders' Resolution regarding extending the Board of Directors’ authority to issue shares out of authorized share capital until April 29, 2016 (limited to up to 9,271,517 new shares), 60.91% of the votes represented accepted the proposal of the Board of Directors. As the majority of 66.6% of the represented votes required for this agenda item has not been reached, the proposal has been rejected. |
8. | As per the Shareholders' Resolution regarding the Board of Directors' proposal to adapt the Articles of Incorporation to the new Swiss Company Law, the Board of Directors' proposal has been accepted by 89.19% of the votes represented. |
