DUFRY AG Listing of 4,218,750 Registered Shares

SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the detailed
information set out in this Listing Prospectus including the financial information consisting of the consolidated
and statutory financial statements.
Acquisition of Hudson
THE COMBI�ATIO� OF DUFRY A�D HUDSO�
On September 3, 2008, Dufry signed an agreement and plan of merger agreement (the “Merger
Agreement”) with, among others, Hudson, and the existing shareholders of Hudson, Advent-Hudson, LLC (the
majority shareholder of Hudson controlled by funds managed by Advent International Corporation) and Hudson
Media Inc. to acquire Hudson and all its subsidiaries (Hudson together with its subsidiaries the “Hudson
Group”). The acquisition of Hudson (the “Acquisition”) closed on October 15, 2008 and was structured as a
reverse triangular merger of two U.S.-subsidiaries of Dufry with Hudson essentially resulting in an exchange of
shares of Hudson for the New Shares and mandatory convertible notes (the “MCN”) of Dufry. As a result,
Hudson now is a wholly owned subsidiary of Dufry.
The consideration for the former non-Dufry shareholders of Hudson (Dufry already held indirectly via
Advent-Hudson, LLC, 11.2 percent in Hudson before the Acquisition; these non-Dufry shareholders of Hudson
collectively the “New Shareholders”) consisted of (i) 4,218,750 New Shares issued from the authorized capital
of Dufry and (ii) 932,704 zero-coupon CHF 85 MCN which converted into 932,704 registered shares issued
from Dufry’s conditional capital at no premium on December 9, 2008. The pre-emptive rights and the advance
subscription rights of the existing shareholders have been excluded. The applicable exchange ratio for the New
Shares and the MCN has been determined based on the 3-month weighted average share price of Dufry of CHF
85 and values 100 percent of Hudson Group’s equity at US$ 446 million. Dufry refinanced Hudson Group’s
existing debts of US$ 390 million. Dufry therefore has structured a new 5-year committed syndicated facility of
approximately CHF 1.25 billion, which has been fully underwritten by a group of five banks comprising Banco
Santander, BNP Paribas, ING, Raiffeisen Zentralbank and Royal Bank of Scotland. This facility is used to
refinance Hudson Group’s debt as well as Dufry’s existing bank debt.
Rationale for the Acquisition
Dufry has been successful with its strategy of growth in the past years increasing its turnover from
CHF 685,700,000 in 2003 to CHF 1,930,256,000 in 2007, its EBITDA (before other operational results) from
CHF 48,900,000 in 2003 to CHF 259,300,000 in 2007 and its net earnings from CHF (33,400,000) in 2003 to
CHF 126,040,000 in 2007. Dufry is aiming at delivering ongoing organic growth, but also believes that there is
considerable potential for external growth through new concessions and acquisitions in the travel retail industry,
too. The Acquisition of Hudson, the leading travel retailer in North America, will be part of this external
growth: The analysis of Hudson’s business model shows that the duty-paid segment also provides significant
business opportunities alongside the duty-free business. The operative performance of Hudson Group illustrates
that an adequate duty-paid convenience store concept focused on travel retail can generate substantial value.
With Hudson’s large, high-quality concession portfolio and robust growth rates with high margins similar to
Dufry, Hudson is well suited to an international airport retailer such as Dufry. Hudson’s duty-paid business
model is highly complementary to Dufry’s predominantly duty-free activities. The implementation of Hudson’s
best-in-class concept on an international scale in many of Dufry’s international locations should create a further
revenue stream based on the existing duty-free franchise. In addition, the acquisition leads to a further
diversification of the revenue streams and thus to a more balanced portfolio exposure, as a new step on a
strategy already followed in the last 4 years, when Dufry went from 25 to 40 countries. Finally, the Acquisition
of Hudson will give Dufry an extended footprint in the US market and also give rise to substantial cost
optimization.
With the support of Hudson’s current management team Dufry intends to roll out Hudson’s business model
internationally over the next three to four years. Primarily, Dufry will focus in a first phase on airports where it
already operates similar duty-paid concepts or where it already has a significant presence in duty-free retailing,
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