Dufry : Minutes AGM 2023

Execution Version

Minutes

of the

Ordinary General Meeting

of

DUFRY AG

held on Monday, May 8, 2023, 14:30h,

at Rhypark, Mühlhauserstrasse 17, 4056 Basel, Switzerland

Dufry AG - Minutes of the Ordinary General Meeting of Shareholders

Opening of the Meeting

Mr. Juan Carlos Torres Carretero, Chairman of the Board of Directors, opens the general meeting and takes the chair. On behalf of the Board of Directors and the Company's management, he welcomes the shareholders present to the ordinary general meeting 2023 of Dufry AG (hereafter "Dufry AG", "Dufry" or the "Company"). In addition to Mr. Juan Carlos Torres Carretero, the Board of Directors is represented by:

Mr. Alessandro Benetton (Honorary Chairman), Mr. Enrico Laghi (Vice-Chairman), Ms. Heekyung Jo Min (Lead Independent Director), Mr. Xavier Bouton, Mr. Luis Joaquin Maroto Camino, Mr. Joaquin Moya-Angeler Cabrera, Mr. Ranjan Sen, Mr. Mary J. Steele Guilfoile, Ms. Lynda Tyler-Cagni, Ms. Eugenia Ulasewicz.

The Company's Global Executive Committee is represented by the Group CEO, Mr. Xa- vier Rossinyol, the Group CFO, Mr. Yves Gerster, and the Group General Counsel, Mr. Pascal Duclos.

The Group General Counsel is appointed as Secretary and vote counter of this meeting in accordance with the Articles of Incorporation.

The Chairman states that the meeting is conducted in English and that a simultaneous translation to German is available. The Chairman explains the electronic voting system that will be used, and a trial is sucessfully conducted.

The Chairman hands over the word to the Secretary to make the formal statements regarding the constitution of the meeting.

Constitution of the Meeting

The Secretary states that:

• the invitation to this general meeting and the corresponding report of the Board of Directors on the revised Articles of Incorporation were published on April 4, 2023 in the Swiss Official Gazette of Commerce in accordance with the Articles of Incorporation. In addition, all shareholders duly registered in the share register of the Company were invited to attend this meeting by ordinary mail sent on April 12, 2023;
• in conformity with the Articles of Incorporation, the agenda items and proposals of the Board of Directors were included in the invitation and the corresponding report of the Board of Directors on the revised Articles of Incorporation;
• the 2022 Annual Report, with the information relating to the Dufry Group, the annual financial statements and the consolidated financial statements, the corporate governance and remuneration reports, and the reports of the auditors for the financial year 2022, have been available for examination by the shareholders at the registered

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Dufry AG - Minutes of the Ordinary General Meeting of Shareholders

office of the Company in accordance with the Articles of Incorporation and on the Company's website. They were mailed to the shareholders upon request. Additional copies of the Annual Report can be found at the registration desk of the general meeting;

• in accordance with the Articles of Incorporation, the chair at this meeting is taken by the Chairman of the Board of Directors, Mr. Juan Carlos Torres Carretero;
• the meeting room in which the general meeting is being held has been equipped with an electronic voting system which allows the shareholders to vote using an "ePAD". The functioning of the "ePAD" has been explained by the Chairman to (and has also been tested by) all shareholders present. No questions have been raised by the shareholders on its functioning;
• Deloitte AG is in attendance as auditors of Dufry and is represented by Mr. Andreas Bodenmann and Mr. Fabian Hell;
• Dr. Alexander Gutmans, notary in Basel, is also in attendance today, as the amendments to the Articles of Incorporation under agenda items 4.1. to 4.8. will be notarized;
• Altenburger legal + tax is in attendance as the Independent Voting Rights Representative and is represented by Mr. Thierry Thormann;
• all shareholders were offered the possibility of being represented at this meeting either
  (i) in person, (ii) by a third party proxy of their choice, or (ii) by Altenburger legal + tax, the Independent Voting Rights Representative. The shareholders could also cast their voting instructions to the Independent Voting Rights Representative electronically through a web-platform;
• In accordance with Swiss law, the Independent Voting Rights Representative has provided Dufry with the aggregated voting instructions not earlier than three business days prior to the meeting. No additional information has been provided. This is so confirmed by the Independent Voting Rights Representative;
• according to the Articles of Incorporation, the meeting is validly held without regard to the number of shareholders present or of shares represented;
• the attendance announcement will be done by the Chairman as soon as the counting of the shares duly represented at this meeting will have been completed;
• except if mentioned otherwise, all resolutions will be passed and elections carried out by an absolute majority of the shares represented. Agenda items 4.1. to 4.4. as well as agenda item 4.8 will require a qualified majority of 2/3 of the votes represented at the meeting. Abstentions and invalid votes will be calculated as "no" votes. The details of all voting results will be recorded in the minutes;
• shareholders who want to speak should raise their hand and come forward to the microphone; the speakers should give their name and the name of the shareholder they are representing (if applicable); shareholders should limit their comments to the

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Dufry AG - Minutes of the Ordinary General Meeting of Shareholders

specific agenda item then under discussion; according to the law, shareholders shall only make motions within the scope of an item on the agenda of the general meeting;

• in addition, should the Chairman deem it necessary for the proper conduct of the meeting, he might decide to set a time limit on statements by shareholders.

The Secretary hands over to the Chairman, who thanks the Secretary and declares that today's meeting has therefore been convened in due form and time and can validly decide on all items of the agenda, and that no shareholder has requested that any further items or proposals be added to the agenda. No objection is raised hereto.

Chairman's Speech

The Chairman gives a review of Dufry's business development and main achievements during 2022.

Before proceeding with the agenda, the Chairman hands over to the Group CEO and the Group CFO.

Presentation on the Company's Business

The Group CEO of Dufry gives a presentation on the full year results and the Company's business in 2022. Thereafter, the Group CFO presents the details of the financial results. The Chairman thanks the Group CEO and the Group CFO for their presentations and takes over again.

Attendance and shares representation

The Chairman announces that the total number of represented shares at the beginning of the general meeting amounts to 86,519,332 registered shares with a total nominal value of CHF 432,596,660 (corresponding to 71.23% of the total share capital of Dufry AG).

The shares are represented as follows:

• 159 shareholders are in attendance and represent 52,423 registered shares with a total nominal value of CHF 262,115;
• The Independent Voting Rights Representative, Altenburger Ltd legal + tax, represents 86,466,909 registered shares with a total nominal value of CHF 432,334,545;
• Total number shares represented at the general meeting are therefore 86,519,332 registered shares with a total nominal value of CHF 432,596,660.

Thereafter, the Chairman proceeds to the agenda.

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Dufry AG - Minutes of the Ordinary General Meeting of Shareholders

AGENDA ITEM 1:

Approval of the Consolidated Financial Statements and the Annual Financial Statements for 2022 and Advisory Vote on the Remuneration Report 2022

1.1 Approval of the Consolidated Financial Statements and the Annual Financial Statements for 2022

The Chairman explains that the consolidated financial statements for 2022 of the Dufry Group and the annual financial statements for 2022 of Dufry AG are contained in the 2022 Annual Report, available to shareholders in printed form and online on our website.

The Annual Report further contains the management report including the business de- scription, the corporate governance report, the proposals of the Board of Directors concerning the appropriation of available earnings, and the remuneration report, on which a separate advisory vote will be held.

The reports of the auditors, Deloitte AG, are also included in the Annual Report. In those reports, the auditors recommend that the 2022 consolidated financial statements and the 2022 annual financial statements be approved.

The Chairman thanks the auditors for their audit.

The Chairman declares that the Board of Directors proposes to approve the consolidated financial statements and the annual financial statements for 2022.

Results of the vote on agenda item 1.1

After the casting of the votes, the Chairman declares that the general meeting adopted the motion of the Board of Directors for this agenda item with the following result:

yes-votes: 86,323,060

no-votes: 86,235

abstentions: 110,135

The Chairman expresses on behalf of both the shareholders and the Board of Directors, their gratitude and recognition to the management and to all employees of the Dufry Group and thanks them for their outstanding contribution and commitment during the past year.

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