Results of Ordinary General Meeting of Dufry AG on May 17, 2022
Download Press ReleaseThe Ordinary General Meeting of Dufry AG was held at the offices of Dufry AG at Brunngässlein 12, 4052 Basel, Switzerland, on May 17, 2022 at 08:15 hrs. The meeting was held without the presence of shareholders based on Article 27 of the Ordinance 3 issued by the Swiss Federal Council on measures to prevent coronavirus (COVID-19) of June 19, 2020. The total number of shares represented at the meeting amounted to 57,582,071 shares (corresponding to 63.41% of the total share capital of Dufry AG); the meeting was validly convened and constituted. The Shareholders resolved as follows:
- The Board of Directors' proposal to elect Mr. Yves Gerster, Chief Financial Officer of the Company, as chair of the Ordinary General Meeting, has been accepted by 99.85% of the votes represented.
- The Board of Directors’ proposals (i) to approve the Consolidated Financial Statements and the Annual Financial Statements for 2021; and (ii) to approve on a non-binding consultative basis the Remuneration Report for 2021, have been accepted by 99.72% and 85.49%, respectively, of the votes represented.
- The Board of Directors' proposal to carry forward the retained loss of CHF 1,446,186,000, has been accepted by 99.75% of the votes represented. No dividend will be paid.
- 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 2021, has been accepted by 93.86% of the votes represented.
- The Board of Directors' proposals to re-elect (i) Mr. Juan Carlos Torres Carretero as member and Chairman of the Board of Directors; (ii) Ms. Heekyung Jo Min; (iii) Mr. Luis Maroto Camino; (iv) Mr. Joaquín Moya-Angeler Cabrera; (v) Ms. Mary J. Steele Guilfoile; (vi) Mr. Ranjan Sen; (vii) Ms. Lynda Tyler-Cagni; (viii) Ms. Eugenia M. Ulasewicz as members of the Board of Directors and to elect (ix) Mr. Xavier Bouton as member of the Board of Directors, all until the completion of the next Ordinary General Meeting, have been accepted by 93.99%, 99.69%, 99.43%, 97.62%, 99.14%, 99.66%, 99.71%, 99.64% and 97.55%, respectively, of the votes represented.
- The Board of Directors' proposals to elect (i) Mr. Luis Maroto Camino; (ii) Ms. Eugenia M. Ulasewicz; and (iii) Mr. Joaquín Moya-Angeler Cabrera as members of the Remuneration Committee, all until the completion of the next Ordinary General Meeting, have been accepted by 95.48%, 97.07% and 95.40%, respectively, of the votes represented.
- The Board of Directors' proposal to reduce the maximum number of members from the Board of Directors from 11 to 9 and amend Article 13 para. 1 of the Articles of Incorporation as proposed by the Board of Directors, has been accepted by 99.76% of the votes represented.
- The Board of Directors' proposal to re-elect Deloitte AG as the Auditors for the financial year 2022, has been accepted by 99.83% of the votes represented.
- The Board of Directors' proposal to re-elect Altenburger Ltd legal + tax as the Independent Voting Rights Representative until the completion of the next Ordinary General Meeting, has been accepted by 99.60% of the votes represented.
- 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 2022 Ordinary General Meeting to the 2023 Ordinary General Meeting of CHF 8.5 million and (ii) of the Global Executive Committee for the financial year 2023 of CHF 29.0 million, have been accepted by 91.50% and 94.24%, respectively, of the votes represented.
