Due to the COVID-19 pandemic and in line with the applicable COVID-19 regulations, the 2021 Ordinary General Meeting will be conducted without the presence of shareholders. Dufry's shareholders are invited and encouraged to vote through the independent proxy.
The Ordinary General Meeting invitation and agenda can be accessed on Dufry's Investor Relations website: 2021 Ordinary General Meeting.
Motions of the Ordinary General Meeting 2021
The Board of Directors proposes the re-election of Juan Carlos Torres Carretero as Chairman of the Board of Directors.
Claire Chiang has decided not to stand for re-election. Ms. Chiang has been a member of the Board since 2016 and most recently has been a member of the Nomination and the Remuneration Committees. The Board would like to thank Claire Chiang for her contributions to Dufry.
The Board of Directors is proposing to Dufry's Ordinary General Meeting the election of two new independent Board members, Ms. Eugenia M. Ulasewicz and Mr. Joaquin Moya-Angeler Cabrera.
Eugenia M. Ulasewicz, born 1953, most recently served as President of the Americas division for Burberry Ltd. from 1998 to 2013. She has been serving as a member of the board of directors of Signet Jewelers Ltd. since 2013, serving as a member of the compensation committee and the chair of the corporate citizenship and sustainability committee, and Vince Holding Corporation since 2014, serving as a member of the audit committee and the chair of the compensation committee, and as a member of the board of directors of ASOS Plc, a leading global online retailer, since 2020. Ms. Ulasewicz holds a bachelor's degree from the University of Massachusetts, Amherst.
Joaquín Moya-Angeler Cabrera, born 1949, has been serving as Chairman of the board of directors of La Quinta Real Estate since 1994, Vice-chairman of the board of directors of Corporacion Pascual since 1994, and as a member of the board of directors of Avalon Private Equity since 1999. He serves also on the advisory boards of the private equity firms Palamon Capital Partners and M.C.H. He is honorary Chairman of several nonprofit organisations, including the Board of Trustees University of Almeria, Fundación Mediterránea, and the Spanish Association of Universities Governing Bodies. Mr. Moya-Angeler Cabrera holds a master's degree in mathematics from the University of Madrid, a degree in economics and forecasting from the London School of Economics and Political Science, and an MS in management from MIT's Sloan School of Management.
The Board of Directors is further proposing to the Ordinary General Meeting the re-election of all other Board members. Further motions include the creation of additional conditional share capital to allow Dufry the physical settlement of the New Convertible Bonds. The Board of Directors proposes the increase of the conditional capital to CHF 45,398,500, divided into 9,079,700 registered shares with a nominal value of CHF 5.00 each and corresponding to 10% of Dufry's share capital.
The Board of Directors is also proposing to keep the dividend payment for the business year 2020 suspended. Dufry expects an improvement of the business in 2021, however, visibility on the shape and pace of the recovery is still limited. Consequently, Dufry focuses on the protection of its liquidity while creating shareholder value through organic growth opportunities - e.g. by accelerating expansion in Asia, through digitalization or further channel diversification - with a mid-term focus on deleveraging, opportunistic M&A if accretive and a re-initiation of dividend payments depending on the recovery trajectory.
All details on the motions can be found in the invitation to the 2021 Ordinary General Meeting.
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