Results of Ordinary General Meeting of Dufry AG on May 09, 2019
Download Press ReleaseThe Ordinary General Meeting of Dufry AG was held at VOLKSHAUS BASEL (Festsaal), Rebgasse 12–14, 4058 Basel, Switzerland, on May 9, 2019 at 14.00 hrs. The meeting was validly convened and constituted and shareholders duly registered in the share register of the Company representing 34,531,480 shares and 64.10% of the total share capital of Dufry AG were represented at the meeting.
As per the Shareholders' Resolutions regarding the Board of Directors' proposals (i) to approve the Consolidated Financial Statements and the Annual Financial Statements for 2018 and (ii) to approve on a non-binding consultative basis the Remuneration Report for 2018, the Board of Directors' proposals have been accepted by 99.78% and 89.01%, respectively, of the votes represented.
As per the Shareholders' Resolution regarding the Board of Directors' proposal to carry forward the available earnings of CHF 90,499,000 as retained earnings and to distribute a dividend for the financial year 2018 from reserves from capital contribution of CHF 4.00 per registered share, the Board of Directors' proposal has been accepted by 99.94% of the votes represented. The dividend is expected to be paid on May 16, 2019. The last trading day with entitlement to receive a dividend will be May 13, 2019. The shares will trade ex-dividend as of May 14, 2019.
As per the Shareholders' Resolution regarding the Board of Directors' proposal to grant discharge to the members of the Board of Directors and the persons entrusted with management for their activities in the financial year 2018, the Board of Directors' proposal has been accepted by 96.82% of the votes represented.
As per the Shareholders' Resolutions regarding the Board of Directors' proposals to reduce the capital through the cancellation of the 3,304,541 shares repurchased under the share buyback program completed in October 2018, the Board of Directors' proposal has been accepted by 99.84% of the votes represented.
As per the Shareholders' Resolutions regarding the Board of Directors' proposals to create authorized share capital not to exceed the nominal value of CHF 25,000,000, the Board of Directors' proposal has been accepted by 94.77% of the votes represented.
As per the Shareholders' Resolutions regarding the Board of Directors' proposals to re-elect (i) Mr. Juan Carlos Torres Carretero as member and Chairman of the Board of Directors; (ii) Mr. Jorge Born; (iii) Ms. Claire Chiang; (iv) Mr. Julián Díaz González; (v) Ms. Heekyung Jo Min; (vi) Mr. Andrés Holzer Neumann; (vii) Mr. Steven Tadler; and (viii) Ms. Lynda Tyler-Cagni and to elect (ix) Mr Luis Maroto Camino as member of the Board of Directors, all until the completion of the next Ordinary General Meeting, the Board of Directors' proposals have been accepted by 91.04%, 82.73%, 97.25%, 91.65%, 99.80%, 93.91%, 99.11%, 99.66% and 99.84%, respectively, of the votes represented.
As per the Shareholders' Resolutions regarding the Board of Directors' proposals to re-elect (i) Mr. Jorge Born; (ii) Ms. Claire Chiang; and (iii) Ms. Lynda Tyler-Cagni as members of the Remuneration Committee, all until the completion of the next Ordinary General Meeting, the Board of Directors' proposals have been accepted by 79.19%, 93.73% and 96.10%, respectively, of the votes represented.
As per the Shareholders' Resolution regarding the Board of Directors' proposal to re-elect Ernst & Young Ltd as the Auditors for the financial year 2019, the Board of Directors' proposal has been accepted by 98.63% of the votes represented.
As per the Shareholders' Resolution regarding the Board of Directors' proposal to elect Altenburger Ltd legal + tax as the Independent Voting Rights Representative until the completion of the next Ordinary General Meeting, the Board of Directors' proposal has been accepted by 99.29% of the votes represented.
- As per the Shareholders' Resolutions regarding the Board of Directors' proposals to approve an amendment to Section 22 para. 2 of the articles of incorporation regarding the compensation of the Board of Directors, the Board of Directors' proposal has been accepted by 99.25% of the votes represented.
- As per the Shareholders' Resolutions regarding the Board of Directors' proposals to approve a maximum aggregate amount of compensation (i) of the Board of Directors for the term of office from the 2019 Ordinary General Meeting to the 2020 Ordinary General Meeting of CHF 8.5 million and (ii) of the Global Executive Committee for the financial year 2020 of CHF 42.53 million, the Board of Directors' proposals have been accepted by 89.81% and 71.16%, respectively, of the votes represented.
