DUFRY AG Listing of 4,218,750 Registered Shares

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SELECTED FI�A�CIAL I�FORMATIO� OF HUDSO� The following table presents certain summarized consolidated financial information of Hudson as of and for the fifty-two weeks ended December 30, 2007 and December 31, 2006 and as of and for the twenty-six weeks ended June 29, 2008 and July 1, 2007. This information has been derived from und should be read in conjunction with the audited consolidated financial statements of Hudson as of and for the fifty-two weeks ended December 30, 2007 and December 31, 2006 and the unaudited consolidated financial statements of Hudson as of and for the twenty-six weeks ended June 29, 2008 and July 1, 2007, all prepared in accordance with US GAAP and included elsewhere in this Listing Prospectus, and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. For the twenty-six weeks ended June 29 / July 1, (unaudited) 11 For the fifty-two weeks ended December 30 / 31, 2008 2007 2007 2006 (US$ in millions) I�COME STATEME�T DATA Turnover ................................................................................................ 319.7 305.4 629.9 536.8 Gross profit ................................................................ 185.0 172.6 365.4 307.1 EBITDA ................................................................................................ 32.5 36.0 51.2 60.3 EBIT ................................................................................................ 17.1 22.3 25.2 34.8 EBT ................................................................................................ 8.6 21.0 23.3 31.7 Minority interest ................................................................3.6 3.1 7.0 5.2 Net earnings ................................................................ 4.7 17.2 15.7 25.4 CASH FLOW DATA Cash generated from operating activities before working capital changes ................................................................ 24.8 34.9 50.4 56.6 Net cash from / (used in) operating activities ................................ (13.6) (12.6) 37.0 6.9 Net cash from / (used in) used in investing activities ................................................................ (702.2) (4.8) (37.1) (33.9) Net cash from / (used in) financing activities ................................ 687.3 (9.6) (41.6) (14.8) (US$ in millions) BALA�CE SHEET DATA Current assets ................................................................ 106.6 111.4 113.0 113.1 Non-current assets ................................................................ 825.1 122.0 126.7 121.8 Total assets ................................................................ 931.7 233.4 239.8 234.9 Current liabilities ................................................................ 77.4 51.4 95.8 69.1 Non-current liabilities ................................................................ 389.2 59.8 63.3 34.1 Minority Interest ................................................................17.6 15.4 16.9 14.3 Total liabilities and equity ................................................................ 931.7 233.4 239.8 234.9
RISK FACTORS Prior to making a decision to invest in the �ew Shares, prospective investors should carefully consider all of the information in this Listing Prospectus, including the following specific investment considerations. Certain other investment considerations relating to the business of Dufry are discussed under “Business” and “Management Discussion and Analysis of Financial Condition and Results of Operations.” Risks related to the Industry Events outside the control of Dufry that cause a reduction in airline and cruise line passenger traffic, including but not limited to terrorist attacks and the current economic downturn, could adversely affect its business. Dufry’s business is mainly dependent upon sales to air travelers. The occurrence of any one of a number of events outside its control such as terrorist attacks, hurricanes, natural disasters and accidents may lead to a reduction in the number of air travelers on a global, regional or local level. For example, the global uncertainty caused by the outbreak of war in the Persian Gulf in 1991 led to a significant fall in the numbers of air travelers globally. The terrorist attacks on September 11, 2001 in the United States and the resultant anxiety about air travel resulted in a significant global decline in airline passenger numbers. At a regional level, the outbreak of the SARS virus in South-East Asia at the end of 2002 and the Indian Ocean Tsunami of December 2004 led to a decline in travel to and within Asia and, more locally, the bombing at the Red Sea resort of Sharm El Sheikh, Egypt in July of 2005 reduced travel to that area, just to list some examples. Also, the current economic downturn may lead to a significant decrease in airline passenger numbers. Furthermore, the high or eventually rising oil price may inhibit growth due to higher ticket prices caused by fuel surcharges and due to increased cost of living in general restricting the budget of the customers. Any future event of a similar nature, even if not directly affecting the airline industry may lead to a significant reduction in the number of air travelers. Further, any disruption to or suspension of services provided by airlines, as a result of financial difficulties, labor disputes, construction work, increased security or otherwise, could negatively affect the number of air passengers. Such a reduction in airline passenger numbers will result in a decrease in Dufry’s sales and may have a materially adverse impact on its business, financial condition and results of operations. These events that could cause a reduction in airline passenger traffic could also have a material negative impact on Dufry’s operations that serve passengers using other forms of travel, such as shops on cruise lines, ferries, at seaports, train stations, downtown tourist locations and others. General economic and market conditions may adversely affect Dufry’s results. Dufry operates in, and its customers come from, a large number of economies around the world, such as Italy, France, Switzerland, Tunisia, Singapore, Mexico, Russia, Brazil and the United States. Since Dufry’s success is dependent on consumer spending, its business may be adversely affected by factors such as a downturn in such economies, a decline in consumer confidence, an increase in interest rates, inflation or deflation and consumer debt levels. In particular, the current worldwide economic downturn may have a material adverse affect on Dufry’s business, financial condition and result of operations. Competition for travel retail concessions may lead to more onerous terms for retailers. As a result of competition among travel retailers to obtain or maintain retail concessions, airport authorities and other landlords have increasingly been able to demand more favorable concession terms. In addition to shorter terms, concession agreements increasingly provide for minimum annual guaranteed amounts irrespective of either the number of passengers or the amount of sales per passenger. Currently, the majority of Dufry’s concessions provide for a minimum annual guaranteed amount that is either fixed, based upon the number of passengers using an airport or other travel channel, or based upon current budgets or past results. If passenger numbers are lower than expected or if there is a decline in the sales per passenger at these facilities, Dufry’s profitability may be materially adversely affected. The market to obtain concessions is highly competitive. Dufry competes with other travel retailers at global, regional and local levels in obtaining and maintaining concessions at airports and for other travel facilities such as on board cruise lines and airlines and at railway stations. Some of its competitors have strong financial support or solid relationships with airport authorities 12
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 and 10: Kitchen, stores featuring regional
Page 11 and 12: THE LISTI�G The New Shares ......
Page 13: SELECTED FI�A�CIAL I�FORMATIO
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
Page 63 and 64: 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
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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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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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Page 239 and 240:
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
Page 269 and 270:
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:
Page 287 and 288:
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
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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
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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
Page 313 and 314:
6 inCome tax The major components o
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13 related Parties and related Part
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nortH ameriCa & CariBBean 2007 232,
Page 319 and 320:
Page 321 and 322:
Airport Management Services, LL.C.:
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F-220
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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
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F-232
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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
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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:
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Airport Management Services, LL.C.:
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CURRENT ASSETS AIRPORT MANAGEMENT S
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AIRPORT MANAGEMENT SERVICES UNAUDIT
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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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