Results of Extraordinary General Meeting of Dufry AG on August 31, 2022 | The Extraordinary General Meeting of Dufry AG was held at the offices of Dufry AG at Brunngässlein 12, 4052 Basel, Switzerland, on August 31, 2022 at 17:30 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 54,006,166 shares (corresponding to 59.48% 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. Xavier Rossinyol, Chief Executive Officer, as chair of the Extraordinary General Meeting, has been accepted by 97.83% of the votes represented.
- The Board of Directors’ proposals to create additional conditional share capital in an amount of CHF 153,316,645 and to introduce a new Article 3quater to the Articles of Incorporation, have been accepted by 97.36% of the votes represented.
- The Board of Directors' proposal to create authorized share capital in an amount of CHF 226,992,515 and to amend Article 3ter paras. 1, 3 and 4 of the Articles of Incorporation, has been accepted by 97.34% of the votes represented.
- The Board of Directors' proposals (i) to amend Article 9 para. 1, (ii) to amend Article 10 para. 1, (iii) to introduce a new para. 2 in Article 10 (and renumber the existing paras. 2 through 5 accordingly), (iv) to amend Article 13 paras. 1 and 5; and (v) to amend Article 24 para. 1 of the Articles of Incorporation, has been accepted by 97.06% of the votes represented.
- The Board of Directors' proposals that Mr. Alessandro Benetton and Mr. Enrico Laghi be elected as members of the Board of Directors for a term of office extending until completion of the next Ordinary General Meeting, have been accepted by 99.39% and 97.40%, respectively, of the votes represented.
- The Board of Directors' proposal to elect Mr. Enrico Laghi as an additional fourth member of the Remuneration Committee for a term of office extending until completion of the next Ordinary General Meeting, has been accepted by 97.28% of the votes represented.
- The Board of Directors' proposal to approve an increase of the maximum aggregate amount of compensation of the Board of Directors for the term of office from the 2022 Ordinary General Meeting to the 2023 Ordinary General Meeting by CHF 350,000 from CHF 8.5 million (as approved by the 2022 Annual General Meeting) to CHF 8.85 million, has been accepted by 94.15% of the votes represented.
The resolutions pursuant to items 4. to 7. above are subject to the transfer of the entire stake of 50.3% of the issued share capital of Autogrill S.p.A. by Schema Beta S.p.A. to Dufry, as further described in the invitation to the Extraordinary Shareholders Meeting. |
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