Annual Report 2015 Content

ANNUAL STARTING REPORT A NEW 2015 ERA ANNUAL REPORT 2015 CONTENT MANAGEMENT REPORT Dufry at a Glance 4 – 5 1 Highlights 2015 6 – 7 Message from the Chairman of the Board of Directors 8 – 10 Statement of the Chief Executive Officer 12 – 15 Organizational Structure 16 Board of Directors 18 – 19 Group Executive Committee 20 – 21 Dufry Investment Case 22 – 23 Dufry Business Model 24 – 73 Dufry Divisions 42 – 63 SUSTAINABILITY REPORT Sustainability 74 2 Environment 75 – 76 Employees 77 – 81 Social Responsibility 82 – 85 FINANCIAL REPORT Report of the Chief Financial Officer 86 – 90 3 Financial Statements 91 – 212 Consolidated Financial Statements 94 – 199 Financial Statements Dufry AG 200 – 211 GOVERNANCE REPORT Corporate Governance 213 – 232 4 Remuneration Report 233 – 245 Information for Investors and Media 246 – 247 Address Details of Headquarters 247 3 1 Management Report DUFRY ANNUAL REPORT 2015 DUFRY AT A GLANCE TURNOVER GROSS PROFIT IN MILLIONS OF CHF IN MILLIONS OF CHF MARGIN 7,200 3,600 66 % 6,600 3,300 65 % 6,000 3,000 64 % 5,400 2,700 63 % 4,800 2,400 62 % 4,200 2,100 61 % 3,600 1,800 60 % 3,000 1,500 59 % 2,400 1,200 58 % 1,800 900 57 % 1,200 600 56 % 600 300 55 % 0 0 54 % 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 EBITDA¹ NET EARNINGS IN MILLIONS OF CHF IN MILLIONS OF CHF 720 200 660 180 600 160 540 140 480 120 420 100 360 80 300 60 240 40 180 20 120 0 60 – 20 0 – 40 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 Net earnings ¹ EBITDA before other operational result Adjusted net earnings without other operational result 4 NET SALES BY PRODUCT CATEGORY 2015 5 % TOYS, SOUVENIRS AND OTHER GOODS 31 % PERFUMES & COSMETICS 3 % LITERATURE & PUBLICATIONS 4 % ELECTRONICS 7 % FASHION, LEATHER & BAGGAGE 7 % WATCHES, JEWELRY & ACCESSORIES NET SALES BY REGION 2015 0 % DISTRIBUTION CENTERS 17 % EMEA 11 % TOBACCO & ASIA GOODS 23 % WORLD DUTY FREE BUSINESS 17 % FOOD, 15 % WINE & CONFECTIONERY SPIRITS & CATERING 13 % AMERICA I 8 % AMERICA II 22 % NUANCE BUSINESS 17 % UNITED STATES & CANADA NET SALES BY CHANNEL 2015 NET SALES BY MARKET SECTOR 2015 4 % RAILWAY STATIONS & OTHER 4 % BORDER, DOWNTOWN & HOTEL SHOPS 37 % DUTY-PAID 2 % CRUISE LINERS & SEAPORTS 90 % AIRPORTS 63 % DUTY-FREE 5 1 Management Report DUFRY ANNUAL REPORT 2015 HIGHLIGHTS 2015 SOLID GROWTH IN NORTH AMERICA North America is one of Dufry’s best performing divisions, posting solid growth in the past several years. EXPANSION OF DUTY-PAID IN BRAZIL Despite the current challenges, Brazil continues to offer substantial potential. Dufry has opened 26 shops in the country in 2015, of which 24 being duty-paid INTEGRATION ACQUISITION OF NUANCE OF WORLD COMPLETED DUTY FREE Dufry has successfully concluded the integration of Nuance. The expected With the acquisition of WDF, Dufry CHF 70 million synergies from the entered important markets, such as the acquisition will be delivered in 2016 UK, Spain and several locations in South America, Middle East and Asia 6 PRESENTING YOU THE NEW DUFRY The acquisitions of Nuance and World Duty Free were transformational for Dufry in many aspects and marked the perfect moment for a fresh new logo and corporate identity PLATFORM FOR GROWTH IN ASIA Now present in 17 locations across 8 countries, Dufry has built a strong platform to grow its presence in Asia CUTTING EDGE REFURBISHMENTS 13 ENVIRON- IN EUROPE Dufry’s refurbishment plan continues full MENTAL AWARDS speed with the major modernization of our operations in Milan Malpensa, Athens FOR NUANCE and London Heathrow, bringing the best IN HONG KONG of travel retail to these locations As part of the Environmental Recognition Scheme of Hong Kong’s HKIA airport, Dufry’s Hong Kong operations have been recognized with 13 awards 7 8 1 Management Report DUFRY ANNUAL REPORT 2015 Following this considerable growth step we revised the MESSAGE FROM organizational structure of the company, to adapt our business operating model to the new requirements THE CHAIRMAN and to reinforce our management capacity at the executive level – all changes having become effective as OF THE BOARD of January 1, 2016. Last but not least, given the transformational character of the last two acquisitions we OF DIRECTORS have also refreshed our corporate identity. The new logo combines our Swiss heritage with the travel re- DEAR SHARE- tail industry and our slogan WorldClass.WorldWide. underlines our commitment to provide customers and HOLDERS business partners with a unique service around the globe. Most important, the new logo is a common sym- bol for all our employees and provides the joint starting point to launch a new era: The New Dufry. In my Chairman’s letter for last year’s annual report, I wrote to you we were extremely happy to have Well balanced and reached a new milestone in the development of the company through the acquisition of Nuance. Today, I diversified con- am even more proud to introduce you with another very successful year for Dufry and with the trans cession portfolio. formational acquisition of World Duty Free (WDF), which fosters even further our position as undisputed In 2015, we have successfully completed the integra- leader of the industry and reshapes the landscape of tion of Nuance and started to deliver the synergies for travel retail going forward. an amount of CHF 34 million. Once World Duty Free is fully integrated, the new Dufry will continue with its The transaction announced on March 30, 2015, val- strategy of focusing on profitable growth and expand- ued at EUR 3.6 billion enterprise value, was closed ing its diversified geographic footprint. Furthermore, in two major steps; first with the acquisition of our strong and resilient cash generation capability will the 50.1 % majority stake from Edizione S.p.A. on allow us to deleverage the company while also provid- August 7, 2015, and second with the delisting of ing us with the strategic flexibility to finance further World Duty Free as per November 13, 2015, following non-organic growth or to consider returning cash to the mandatory tender offer for the minority share- shareholders. In 2016 and 2017, the focus will be to holders. We have started to consolidate WDF as per reduce our leverage ratio to below 3x Net Debt / EBITDA. August 2015 and we expect to generate synergies of EUR 100 million. The business year 2015 has also been characterized by a high volatility of the financial markets, which has The acquisition was funded with a mix of equity and impacted our operations exposed to Brazilian and debt financing. First we raised CHF 2.2 billion in a rights Russian travelers. Thanks to our proven long-term issue executed by the end of June, and complemented strategy to purchase and sell our products in hard financing by issuing a EUR 700 million Senior Notes, currencies and to actively foster natural hedging by carrying a coupon of 4.5 %, as well as with a new term matching the currencies of revenues and cash flows, loan of EUR 800 million. I thank all our shareholders, FX fluctuations result mainly in a translation impact bondholders and the banks that supported our com- on our financials reported in Swiss Francs, allowing us pany to finance this strategically very important once more to successfully navigate through these ad- growth step. verse waters. With the well balanced and enlarged geographic diversification and the smaller exposure The new and enlarged Dufry is present in over 370 to emerging markets the impact on our business locations in 63 countries and operates over 2,200 we have seen in 2015 will be considerably reduced shops on all 5 continents, representing a total market going forward. share of 24 % in airport travel retail. Going forward Dufry will benefit from an even stronger geographic From a financial market perspective, Dufry’s market cap- diversification featuring a well balanced portfolio of italization grew by 21 % to CHF 6.5 billion on December 31, emerging and mature market operations. 2015. This places Dufry among the 30 largest Swiss 9 1 Management Report DUFRY ANNUAL REPORT 2015 410,000 m²Dufry operates close to 410,000 m² of retail space. publicly listed companies. Despite the ongoing high mar- ger numbers. Our focus will be on the integration of ket volatility, trading volumes in the year under review World Duty Free and the implementation of the new grew and reached a daily average of CHF 25.1 million business operating model. exceeding the already high levels of 2014. The higher market capitalization has attracted new investors and In this very special year full of achievements, it is we continue to see growing interest of investor groups imperative to me to thank all Dufry employees – in- putting the Dufry share on their radar. cluding the new colleagues of World Duty Free – for their extraordinary dedication and the high degree of As a consequence of the World Duty Free acquisition motivation shown when executing the different proj- and the related capital increase, Dufry’s shareholder ects and driving our existing business. I also thank our structure has seen important changes with GIC, suppliers, landlords and business partners for their Qatar Investment Authority and Temasek joining our ongoing support and the longstanding relationships. shareholder base. The participation of the syndicate Finally, I extend my thanks again to our shareholders led by the long-term shareholder Travel Retail In- and bondholders, who continue to share and strongly vestments amounted to 22.4 % as per December 31, support our vision of building a company that is 2015.

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