Dufry : Board Regulations

Dufry Ltd

Board Regulations

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	Table of Contents
1.	Legal and Statutory Basis	3
2.	Corporate Bodies	3
3.	The Board of Directors	4
3.1	Constitution	4
3.2	Powers and Duties	5
3.3	Powers and Duties of the Chairman	6
3.4	Delegation of Powers	7
3.5	Meetings and Minutes	7
3.6	Quorum of Attendance	8
3.7	Vote, Majority Required	9
3.8	Circular Resolutions	9
3.9	Urgent Procedure	9
3.10	Right of Information	10
3.11	Remuneration	10
4.	The Audit Committee	11
4.1	Composition and Constitution	11
4.2	Powers and Duties	11
4.3	Meetings and Minutes	12
4.4	Quorum of Attendance, Vote, Majority Required	12
5.	The Remuneration Committee	12
5.1	Composition and Constitution	12
5.2	Powers and Duties	13
5.3	Meetings and Minutes	13
5.4	Quorum of Attendance, Vote, Majority Required	13
6.	The Nomination and ESG Committee	14
6.1	Composition and Constitution	14
6.2	Powers and Duties	14
6.3	Meetings and Minutes	15
6.4	Quorum of Attendance, Vote, Majority Required	16
7.	The Strategy and Integration Committee	16
7.1	Composition and Constitution	16
7.2	Powers and Duties	16
7.3	Meetings and Minutes	17
7.4	Quorum of Attendance, Vote, Majority Required	18
8.	The Group CEO	18
8.1	Appointment and Responsibility	18
8.2	Powers and Duties	18
8.3	Duty to Report	19

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9.	The Global Executive Committee	19
9.1	Composition and Constitution	19
9.2	Powers and Duties	19
9.3	Duty to Report	19
9.4	Meeting and Minutes	20
10.	Signatory Power	20
11.	Confidentiality	20
12.	Conflict of Interest	20
13.	Final Provisions	22
1. Legal and Statutory Basis
	Based on Art. 716b of the Swiss Code of Obligations (CO) and Art. 16 of the Articles
	of Incorporation, the Board of Directors adopts these Board Regulations (the
	Regulations).
	The Regulations define the organization, operation and powers and responsibilities of
	the corporate bodies of Dufry Ltd (the Company), as well as the principles for the
	governance of the Dufry Group (the Group).

2. Corporate Bodies

The corporate bodies of the Company are:

• the Board of Directors (the Board)
• the Audit Committee (the AC)
• the Remuneration Committee (the RC)
• the Nomination and ESG Committee (the NEC)
• the Strategy and Integration Committee (the SIC)
• the Group Chief Executive Officer (Group CEO)
• the Global Executive Committee (GEC)

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3. The Board of Directors

3.1 Constitution

Unless expressly otherwise provided herein, (i) the Board shall be comprised of at least four females, (ii) the majority of the members of the Board shall be independent within the meaning of the applicable proxy voting guidelines adopted by Institutional Shareholder Services (ISS) from time to time (the ISS Guidelines) and (iii) the composition of the Board and its committees shall comply with applicable laws and any applicable requirements of the SIX Swiss Exchange, the ISS Guidelines and the Swiss Code of Best Practice for Corporate Governance as amended from time to time.

Board members elected by the meeting of shareholders further to their nomination by Schema Beta S.p.A. (Schema Beta) under the Combination Agreement dated July 10, 2022 between the Company, Edizione S.p.A. and Schema Beta (the Combination Agreement), and/or further to the relationship agreement entered into between the Company and Schema Beta on February 3, 2023 (the Relationship Agreement), are collectively referred to herein as the "Schema Beta Designated Directors".

The Chairman and the members of the RC are elected each year by the annual general meeting of shareholders. The Board shall otherwise constitute itself.

If the office of the Chairman of the Board is vacant, the Board shall appoint a Chairman from among its members for a term of office extending until completion of the next annual general meeting of Shareholders.

The Board elects from its members each year at its first meeting after the annual general meeting of shareholders:

• the Vice-Chairmen;
• the Honorary Chairman;
• the Lead Independent Director, who shall be independent within the meaning of the ISS Guidelines; and
• the members of the AC, the NEC and the SIC.

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The Board further appoints a Secretary who does not need to be a member of the Board and who shall act in the interest of the Company. The committees may designate their own secretaries.

3.2 Powers and Duties

The Board is responsible for the ultimate management of the Group. The Board has authority in respect of all matters which are not reserved to the meeting of shareholders by law, the Articles of Incorporation or these Regulations.

The Board has the following non-transferable and inalienable powers and duties (Art.

716a CO):

1. to ultimately manage the Company and issue the necessary directives;
2. to determine the organization of the Company, including the adoption and amendment of these Regulations;
3. to organize the accounting system, the financial control, as well as the financial planning;
4. to appoint and remove the members of the committees installed by itself as well as the persons entrusted with the management and representation of the Company, as well as the determination of their signatory power;
5. to exercise the ultimate supervision over the persons entrusted with the management, in particular with respect to compliance with the law, the Articles of Incorporation, these Regulations and directives given from time to time by the Board;
6. to prepare the Company's annual report, which includes the management report, the annual financial statements and the consolidated financial statements, the compensation report, and any other reports that the Board may be required by law to prepare;
7. to organize the meeting of shareholders and implement its resolutions;
8. to notify the judge if liabilities exceed assets;
9. to pass resolutions regarding the subsequent payment of capital with respect to non-fullypaid-in shares (art. 634a CO);