DUFRY AG Listing of 4,218,750 Registered Shares

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Position Hudson as preferred partner for long-term business relationships; and Expand into new retail concepts in the travel industry on the basis of its broad knowledge of the US market. 7
THE LISTI�G The New Shares ............................................................The 4,218,750 New Shares are in registered form with a nominal value of CHF 5 each. All of the New Shares are fully paid and non-assessable and rank pari passu in all respects with each other and with the other already listed Existing Shares of the Company. Listing and First Trading Day of the New Shares ...........................................................................December 19, 2008 Listing Agent ................................................................Homburger AG, Zurich Share Delivery Agent ...................................................Credit Suisse AG, Zurich Dividends and Dividend Policy ....................................The New Shares are entitled to receive dividends declared, if any, for the business year ending on December 31, 2008. All Shares will rank pari passu. Amendments or Changes ..............................................Any notices containing or announcing amendments or changes to the terms of the Listing or to this Listing Prospectus will be announced through the electronic media and, if required, published in German and French in the �eue Zürcher Zeitung and in Le Temps, respectively. Transfer Restrictions .....................................................The New Shares are subject to certain restrictions on transfer as described in “Transfer Restrictions.” Clearance ......................................................................The New Shares are accepted for clearance through SIS. Form of the Shares ........................................................No share certificates will be issued and, thus, share certificates will not be available for individual physical delivery. Delivery of Shares will be made in book-entry form only (aufgehobener Titeldruck), through the facilities of SIS. Own Existing Shares ....................................................As of the date of this Listing Prospectus the Company owns 106,750 Shares in the Company. Total Outstanding Shares ..............................................As of the date of this Listing Prospectus, the Company has 19,213,954 outstanding Shares. Voting Rights ................................................................Each Share carries one vote. Regarding transfers of Shares and restrictions see “Share Capital and Shares— Transfer of Shares” and “Transfer Restrictions.” Risk Factors ................................................................ For a discussion of certain considerations that should be taken into account in deciding whether or not to purchase New Shares in the Listing, see “Risk Factors.” Swiss Taxation ..............................................................Any dividends paid on the Shares will be subject to Swiss withholding tax. See “Taxation—Swiss Tax Considerations.” SIX Swiss Exchange Ticker Symbol ............................DUFN Swiss Security Number (Valorennummer) ...................2340545 8
Page 1 and 2: DUFRY AG (a stock corporation under
Page 3 and 4: TABLE OF CO�TE�TS PAGE PAGE UNI
Page 5 and 6: FI�A�CIAL A�D CERTAI� OTHER
Page 7 and 8: hence, leveraging its infrastructur
Page 9: Kitchen, stores featuring regional
Page 13 and 14: SELECTED FI�A�CIAL I�FORMATIO
Page 15 and 16: RISK FACTORS Prior to making a deci
Page 17 and 18: Dufry’s shops are operated under
Page 19 and 20: Risks particularly related to the b
Page 21 and 22: Transaction Overview THE ACQUISITIO
Page 23 and 24: DIVIDE�DS A�D DIVIDE�D POLICY
Page 25 and 26: MA�AGEME�T DISCUSSIO� A�D A
Page 27 and 28: operate new retail shops in the Ita
Page 29 and 30: Significant Accounting Estimates an
Page 31 and 32: same period in 2007, or 5.1 percent
Page 33 and 34: operations added to the Group. As o
Page 35 and 36: Credit Facilities The Dufry Group
Page 37 and 38: HUDSO� All figures in this sectio
Page 39 and 40: The Hudson Group’s selling expens
Page 41 and 42: purchase by Advent) and US$ 32.3 mi
Page 43 and 44: Credit Facilities The Hudson Group
Page 45 and 46: The following chart shows the globa
Page 47 and 48: emerging markets. The key driver of
Page 49 and 50: The following chart shows the annua
Page 51 and 52: Cruise Line and Ferry Retailing Tra
Page 53 and 54: Dufry is focused on growth, both th
Page 55 and 56: Operations Dufry’s Retail Concept
Page 57 and 58: passengers. Accordingly, Dufry main
Page 59 and 60: The following chart shows the pro f
Page 61 and 62:
No supplier in any product category
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Legal Dufry’s Global Data Centre
Page 65 and 66:
The following tables show the regio
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Dufry’s shop at Milan-Malpensa Ai
Page 69 and 70:
In October 2005, Dufry secured four
Page 71 and 72:
Since 2007, through the Company’s
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Dufry intends to roll out Hudson’
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After the integration of Hudson, th
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Insurance Dufry has obtained insura
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Xavier Bouton is chairman of the bo
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plan to be granted under the Compan
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Compensation of Directors and Manag
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Dufry’s existing authorised capit
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SHARE CAPITAL A�D SHARES This sum
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a) conditional capital (bedingtes K
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Borrowing powers Neither Swiss law
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Development of the share price The
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tax thereon. A capital gain resulti
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Information reporting and backup wi
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Main Board of the SIX Swiss Exchang
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(v) The New Shares have not been of
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(This page has been left blank inte
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Unaudited Consolidated Financial St
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Dufry AG: Audited Consolidated Fina
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consolidATed bAlAnce sheeT AsseTs i
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consolidATed sTATemenT of chAnGes i
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chAnGes in AccounTinG policy And di
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DuFry ANNuAl rEPOrt 2007 63 Brands
Page 117 and 118:
DuFry ANNuAl rEPOrt 2007 65 other n
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DuFry ANNuAl rEPOrt 2007 67 investm
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DuFry ANNuAl rEPOrt 2007 69 penSion
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DuFry ANNuAl rEPOrt 2007 71 financi
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DuFry ANNuAl rEPOrt 2007 73 Related
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noTes 1 neT sAles Different breakdo
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6 oTher operATionAl expenses in tho
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11 cAsh And cAsh equivAlenTs in tho
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16 properTy, plAnT And equipmenT in
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in % Europe Africa Eurasia North Am
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DuFry ANNuAl rEPOrt 2007 85 Concess
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20 finAnciAl debT in thousands of C
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23 provisions in thousands of Chf B
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funded StatuS in thousands of Chf F
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25 finAnciAl insTrumenTs DuFry ANNu
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categoRieS of financial inStRumentS
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in thousands of Chf Net earnings -
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DuFry ANNuAl rEPOrt 2007 99 In addi
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DuFry ANNuAl rEPOrt 2007 101 transf
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32 number of reTAil shop concession
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DuFry ANNuAl rEPOrt 2007 105 the ac
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DuFry ANNuAl rEPOrt 2007 107 3. min
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in thousands of Chf Partial disposa
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as of dECEmBEr 31, 2007 north amEri
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Page 167 and 168:
Dufry AG: Audited Statutory Financi
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alance Sheet Assets 114 DuFry AnnuA
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116 DuFry AnnuAl rePOrt 2007 treaSu
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118 DuFry AnnuAl rePOrt 2007 F-70
Page 175 and 176:
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Consolidated balanCe sheet assets i
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Consolidated statement oF ChanGes i
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sUmmary oF siGniFiCant aCCoUntinG P
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iFrs 8 - segment reporting IFRS 8 r
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segment reporting A business segmen
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Property, plant and equipment These
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Group has transferred substantially
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In the case of defined benefit plan
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Amounts accumulated in equity are r
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notes 1 net sales Different breakdo
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6 other oPerational exPenses in tho
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11 Cash and Cash eqUiValents in tho
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16 intanGible assets in thousands o
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Cash flows beyond that five-year pe
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17 ChanGes in PartiCiPation oF mino
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20 bank debt in thousands of CHF US
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22 ProVisions in thousands of CHF L
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Funded status in thousands of CHF F
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24 ContinGent liabilities Contingen
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Compensations expensed to key manag
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north ameriCa & Caribbean 2006 328,
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29 nUmber oF retail shoP ConCession
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The acquisition costs for Dufry of
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Cash outflow on acquisition in thou
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32 eqUity outstanding share capital
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most imPortant aFFiliated ComPanies
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108 balance Sheet aSSetS in thousan
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110 To the General Meeting of Dufry
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Consolidated balanCe sheet assets i
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Consolidated statement oF ChanGes i
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sUmmary oF siGniFiCant aCCoUntinG P
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acquisition is less than the fair v
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The useful lives applied are as fol
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has transferred substantially all r
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Liquidity risk Prudent liquidity ri
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notes 1 net sales different breakdo
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4 General exPenses, net in thousand
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8 inCome From assoCiates This posit
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13 other aCCoUnts reCeiVable in tho
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16 intanGible assets in thousands o
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Cash flows beyond the five year per
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17 inVestments in thousands of CHF
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20 ProVisions in thousands of CHF L
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22 Post-emPloyment beneFits obliGat
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23 related Parties and related Part
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24 PrinCiPal ForeiGn exChanGe rates
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eUrasia & asia ameriCas & Caribbean
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27 nUmber oF retail shoP ConCession
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Purchase of the minority share of d
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most imPortant GroUP ComPanies as o
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Page 285 and 286:
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90 balance Sheet aSSetS in thousand
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92 loanS payable-ShareholDerS in th
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94 To the General Meeting of Dufry
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Dufry AG: Unaudited Consolidated Fi
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inTeriM consolidATed bAlAnce sheeT
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inTeriM consolidATed sTATeMenT of c
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4 dividends pAid And proposed DuFry
Page 301 and 302:
in thousands of Chf 1.1. - 30.6.07
Page 303 and 304:
12 provisions DuFry HAlF yEAr rEPOr
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17 finAnciAl insTruMenTs DuFry HAlF
Page 307 and 308:
Dufry AG: Unaudited Consolidated Fi
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interim Consolidated BalanCe sHeet
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interim Consolidated statement oF C
Page 313 and 314:
6 inCome tax The major components o
Page 315 and 316:
13 related Parties and related Part
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nortH ameriCa & CariBBean 2007 232,
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Page 321 and 322:
Airport Management Services, LL.C.:
Page 323 and 324:
F-220
Page 325 and 326:
F-222
Page 327 and 328:
F-224
Page 329 and 330:
F-226
Page 331 and 332:
F-228
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F-230
Page 335 and 336:
F-232
Page 337 and 338:
F-234
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F-236
Page 341 and 342:
F-238
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F-240
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Page 347 and 348:
Hudson Group Holdings, Inc.: Unaudi
Page 349 and 350:
CURRENT ASSETS HUDSON GROUP HOLDING
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HUDSON GROUP HOLDINGS, INC. UNAUDIT
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HUDSON GROUP HOLDINGS, INC. UNAUDIT
Page 355 and 356:
Page 357 and 358:
Airport Management Services, LL.C.:
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CURRENT ASSETS AIRPORT MANAGEMENT S
Page 361 and 362:
AIRPORT MANAGEMENT SERVICES UNAUDIT
Page 363 and 364:
AIRPORT MANAGEMENT SERVICES UNAUDIT
Page 365:
THE COMPANY Dufry AG Hardstrasse 95
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DUFRY AG Listing of 4,218,750 Registered Shares

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