A GLOBAL AMBITION ANNuAL REPORT 2006 - Dufry

A GLOBAL AMBITION
ANNuAL REPORT 2006

cONTENTS
cOMPANY REPORT
Key Figures
Dufry in One Minute
Global Presence 1
Letter from the Chairman 2
Statement of the Chief Executive Officer 4
Our Organization 7
Business Description 8
Corporate Governance 24
Report of the Chief Financial Officer 48
Comparison Income Statements 2006/2005 51
FINANcIAL REPORT
Contents Financial Report 53
Consolidated Financial Statements 54
Notes to the Consolidated Financial Statements 58
Report of the Group Auditors 106
Financial Statements Dufry Ltd 107
Notes to the Financial Statements 109
Appropriation of Available Earnings 109
Report of the Auditors 110
OTHER INFORMATION
Information for Investors and Media 111
Address Details of Headquarters 112
Disclaimer and Publishing Details

kEY FIGuRES
TuRNOVER
in millions of CHF
1500
1200
900
600
300
0
NET EARNINGS
in millions of CHF
120
90
60
30
0
-30
NET SALES BY REGION IN 2006
GROSS PROFIT
in millions of CHF Margin
+60 %
+24 % +12 % +51%
750
54 % 150
+71 % +20 %
600
450
300
150
0
NuMBER OF SHOPS
500
400
300
200
100
0
Europe 26 %
Africa 11 %
Eurasia 13 %
North America & Caribbean 23 %
South America 27 %
Airports 77 %
Cruise liners and
seaports 8 %
Downtown, hotels
and resorts 9 %
Railway stations
and other 6 %
52 %
50 %
48 %
46 %
44 %
EBITDA 1
in millions of CHF
2003 2004 2005 2006 2003 2004 2005 2006 2003 2004 2005 2006
+71 % +134 %
120
90
60
30
0
EMPLOYEES
number of full time equivalents
2003 2004 2005 2006 2003 2004 2005 2006 2003 2004 2005 2006
Note: 2003 and 2004 figures on a pro-forma basis
1 EBITDA before other operational result
NET SALES BY cHANNEL IN 2006
227 283 320 444
7500
6000
4500
3000
1500
0
NET SALES BY PRODucT cATEGORIES IN 2006
SHARE PRIcE PERFORMANcE
in CHF
115
110
105
100
95
90
85
80
75
Perfumes and Cosmetics 25 %
Wine and Spirits 17 %
Watches, Jewelry and
Accessories 16 %
Confectionery and Food 11 %
Tobacco goods 11 %
Electronics 7 %
Fashion, Leather and
Baggage 5 %
Literature and Publications 4 %
Other 4 %
Dec 05 2006 Mar May Jul Sep Nov 2007 Mar

DuFRY IN ONE MINuTE
— Dufry is a global travel retailer with operations in 37 countries.
— Dufry operates over 440 shops located at airports, cruise liners,
seaports, and other touristic locations.
— We developed a strong portfolio of long-term concessions with airport
authorities and other landlords. 73% of net sales in 2006 were generated
in contracts with more than 6 years remaining duration, 34% with
more than 9 years.
— Dufry provides its customers with prestigious brands from more than
1,000 suppliers.
— Our customers rely on the professional services of over 6,500
employees.
— Global and local. Dufry is globally active, with its corporate structure
organized in five regions. We work with local partners and adjust our
offerings to the local habits of our customers.
— Dufry has a clear vision – We want to be the industry’s most innovative
and profitable company.
— Dufry has been pursuing a strategy of profitable growth with focus on
tourist destinations in emerging markets.
— Dufry Ltd is publicly listed in Switzerland. Since December 2006, our
subsidiary Dufry South America Ltd also has a separate listing in the
Brazilian and Luxembourg stock exchanges.
— The headquarters of our Group are located in Basel, Switzerland.
Our company’s history goes back to its foundation in 1865.

GLobaL PRESENCE
EuRoPE
Italy : Bergamo, Brescia, Genoa,
Milan-Malpensa, Milan-Linate,
Central Milan, Naples, Palermo,
Rome-Ciampino, Rome-Fiumicino,
Rome-Termini, Turin, Verona,
on-board several airlines
France : Nice, Pointe-à-Pitre
Spain : Bilbao, Palma de Mallorca,
Tenerife
Switzerland : Basel-Mulhouse,
Samnaun
Netherlands : Amsterdam
Greece : Patras-Blue Star Ferries,
Patras-Superfast Ferries,
Piraeus-Blue Star Ferries, Eptanisos
Existing operations as of March 2007
Additional signed operations
Dufry Annual Report 2006 – Global Presence
aFRICa
Tunisia : Djerba, Monastir, Sfax,
Tabarka, Tozeur, Tunis
algeria : Algiers
Morocco : Agadir, Casablanca,
Marrakech
Ghana : Accra
Ivory Coast : Abidjan
EuRaSIa
Russian Federation : Moscow-
Domodedovo
united arab Emirates : Sharjah,
on-board Air Arabia
Singapore : Singapore
Cambodia : Phnom Penh, Siem Reap
belarus: Koslovichi, Makrani, Minsk,
Petschatka, Stolyn
Serbia : Belgrade
China: Hong Kong
NoRTh aMERICa & CaRIbbEaN
Mexico : Cancun, Cozumel-Puerta
Maya, Cozumel-Punta Langosta,
Guadalajara, Laredo, Los Cabos,
Mexico City, Monterrey, Melgar,
Progreso, Puerto Vallarta, Reynosa
united States : Houston, Miami,
Newark, New York JFK
Caribbean Islands : Aruba, Antigua,
Bahamas, Barbados, Bonaire, Cayman
Islands, Curaçao, Dominican Republic,
Grand Turk, Grenada, Jamaica, Puerto
Rico, St John, St Lucia, St Maarten,
St Thomas, Trinidad
Nicaragua : El Espino, Guasaule,
Las Manos, Managua, Sapoa, Peñas
Blancas
SouTh aMERICa
brazil : Belo Horizonte, Brasilia,
Florianopolis, Fortaleza, Porto Alegre,
Recife, Rio de Janeiro, Sao Paulo
bolivia : La Paz, Santa Cruz
NCL: on-board Norwegian Cruise Lines

ChaIRMaN oF ThE boaRD oF DIRECToRS
bEyoND DuFRy, a SoCIaL RESPoNSIbILITy
Dufry Annual Report 2006 — Chairman of the Board of Directors
Dear Shareholders,
2006 was another year of strong growth and outstanding financial performance
at Dufry. Since the IPO in December 2005, Dufry’s share price rose by 28% from
CHF 80.00 to CHF 102.00 on December 31, 2006, resulting in a market capitalization
of CHF 1,434 million. Dufry has demonstrated its capability to develop
business through organic growth, new projects and acquisitions. In 2006, Dufry
successfully deployed all of these approaches: Apart from a healthy organic
growth, we started new operations in all regions and also acquired new companies
in Brazil and Puerto Rico. In addition, Dufry further strengthened its
concession portfolio, providing a basis to increase sales growth and profitability
in the years to come.
In terms of projects, the highlights in 2006 were the acquisition of Brasif and its
logistics platform Eurotrade in March 2006 for a total consideration of USD 503
million, of which 80% was financed by Dufry, as well as the acquisition in Puerto
Rico late December 2006. Furthermore, in order to capture the full potential in
South America, Dufry decided in autumn 2006 to do an Initial Public Offering
(IPO) of its South American operations in the Brazilian and Luxembourg stock
markets. Dufry South America Ltd, which comprises the Brazilian as well as
the Bolivian operations and the Caribbean cruise line retailing business, had its
first day of trading on December 20, 2006. As of December 31, 2006, Dufry South
America had a market capitalization of USD 855 million.
With these strategic moves, Dufry has secured strong positions in South America
and the Caribbean, some of its strategic core markets. The IPO of Dufry
South America will allow us to develop the South American business in an optimal
way by combining the global reach of Dufry with the support of the investor
community dedicated to Latin America. Additionally, the proceeds obtained
from the IPO allowed us to continue the acquisition path, the Puerto Rico transaction
being the first example.
In 2006, there were certain changes to the Board of Directors. At the Extraordinary
General Meeting on November 23, 2006, the number of Board members
was reduced from nine to seven and Mr Jaime Carvajal Urquijo was elected as a
new member of the Board of Directors. Today, Ernest George Bachrach, Xavier
Bouton, Jaime Carvajal Urquijo, Mario Fontana, Luis Andrés Holzer, Joaquin
Moya-Angeler and myself form a Board of Directors that for good Corporate
Governance reasons consists of non-executive members only. All seven members
combine a wide range of professional backgrounds and have extensive
experience in their businesses.

Dufry Annual Report 2006 — Chairman of the Board of Directors
The Board’s international structure, with five different nationalities represented,
mirrors Dufry’s global culture. Sharing common values and goals as well
as embracing cultural diversity is a key for Dufry and being a publicly listed
company enlarges our responsibility beyond Dufry as a company. As one of the
leading travel retailers in the world, Dufry is not only becoming an opinion leader
within the industry but has started to shape the industry itself. Indeed, I see
Dufry taking a role over and above the industry. As an international employer
in many emerging markets, we have a responsibility to work together with the
local entities to pursue higher levels of economic and social development in
those countries. Dufry promotes exchange programs of employees within the
Group and wants to actively facilitate the access to the labour market of people
currently excluded from it, as Dufry is already doing in Brazil by sponsoring a
program for underprivileged young people. This example shows the direction
which we see Dufry evolving – as an active and responsible employer and business
partner wherever it is present – today in 37 countries.
On behalf of the Board of Directors, I would like to thank all our employees for
their efforts and dedication. We also thank our customers for shopping in our
stores and our suppliers for their loyalty towards us. To you, our valued shareholders,
we would like to express our gratitude for your interest and support in
our Company.
Sincerely,
Juan Carlos Torres Carretero

ChIEF ExECuTIvE oFFICER
DuFRy, DELIvERING a SoLID STRaTEGy
Dufry Annual Report 2006 — Chief Executive Officer
Dear all,
Last year was another important step in Dufry’s strategy and a very successful
year: With strong top-line growth of 51 % we reached a Turnover of
CHF 1,436.3 million, our EBITDA 1 increased 60 % from CHF 100.1 million in
2005 to CHF 160.5 million in 2006. Dufry has once more improved its margins
with our EBITDA 1 margin being up from 10.5 % on turnover in 2005 to 11.2 % in
2006. Additionally, Dufry further broadened its global footprint by entering eight
new markets and adding 140 shops, all of them in our key strategic markets.
006 – a very active year
In 2006 we continued to drive organic growth by leveraging the passenger
growth through refurbishments and improvements in our operations. The result
of a 8 % organic growth rate is well above the respective passenger growth
for the third consecutive year and demonstrates our capabilities to develop our
business over and beyond pure market growth.
As announced during the IPO of Dufry Ltd in 2005, we have expanded existing
operations and started new businesses across our Group. Overall, we added
more than 10,000 m 2 of retail space during fiscal year of 2006, an increase of
about 20% compared to year end of 2005. Many of these projects only became
fully operational in the second half of 2006, so that the sales growth in 2006
does not reflect the full potential of these new projects. We will see another
growth effect in this respect during 2007, together with a number of new projects,
which will be implemented in 2007. The new projects announced so far for
2007 will increase the retail surface by another approx. 7,500 m 2 .
Last but not least, we also have been active on M&A and capital market transactions.
The acquisition of 80% of Brasif and its logistics platform Eurotrade in
March 2006 meant another big step for our Group. Brazil has not only become
the heart of our new region South America but today, it is also one of the most
important countries for Dufry. In autumn 2006, we decided to do an Initial Public
Offering of our region South America for two reasons: On one hand, it was an
opportunity to de-leverage our Group and hence to give us headroom for further
growth, on the other hand and more importantly, we are convinced that through
the IPO of our South American operations, we can better develop our business
in this region. The very positive reaction of airport authorities, landlords, suppliers
and employees to our IPO in Switzerland at the end of 2005 mirrors the
potential that such a transaction can bring to Dufry South America. The valuation
of Dufry South America since its IPO on December 20, 2006 demonstrates
that also the financial community supports this view. As of December 31, 2006,
Dufry South America reached a market capitalization of USD 855 million. The
year 2006 ended with another transaction, namely with the acquisition of the
leading Travel Retail operator in Puerto Rico. This group operates 23 travel retail
shops on the island of Puerto Rico and other Caribbean islands and will be
integrated into Dufry’s North America & Caribbean region.
1 EBITDA before other operational result

Dufry Annual Report 2006 — Chief Executive Officer
Another important event in 2006 was the alleged terrorist attacks in the United
Kingdom in August 2006 and the subsequent introduction of EU wide security
measures related to liquids in November 2006. Although the introduction of EU
wide security measures did not have significant impact on Dufry’s business,
there is still work to be done, such as harmonizing security standards on a
global scale. We support ETRC, the European Travel Retail Council, in its efforts
to achieve this goal.
+ years of consistent strategy
The growth and consolidation of our Group is a direct consequence of the implementation
of the strategy defined back in early 2004: growth in 3 geographical
areas comprising emerging markets and tourist destinations; combining
a robust organic growth, which is one of the pillars of Dufry’s strategy, with
interesting opportunities through new concession contracts and through acquisitions;
and in all the cases we target to enhance our concession portfolio and
keep a profitable growth.
As result of this strategy turnover has doubled and the EBITDA 1 has multiplied
by three from 2003 to 2006.
Going forward, we strongly believe that our strategy will continue to be successful;
however, in order for Dufry to create substantial value also in the future,
we need to reinforce Dufry’s structure and continue to work on our efficiency.
By combining growth with more efficient ways to operate, we create the basis
for a sustainable long-term development of Dufry and for continuous increase
in shareholder value. By achieving this, we will remain the driving force in the
Travel Retail Industry and we will further strengthen our position as the industry
leader.
Strengthening our future today
In 2006, Dufry delivered on its growth strategy and we expect to do so in
the years to come. The Travel Retail market is still highly fragmented and
Dufry is in a stronger position than ever to seize opportunities that arise. The
challenges in the next three years will not only be to drive growth, but also
to develop our organization capabilities to further improve Dufry’s efficiency
overall. In 2006, we have launched a first project to standardize and improve
our procedures and processes across the Group. This project will continue in
the following years to further enhance the performance of our functional and
business driven processes. Furthermore, we have also launched three other
projects across the whole Group aiming to further develop our organization
capabilities in partnership with well renowned specialized firms: a logistics
project with Miebach Logistics, an IT project with IBM and a Human Resources
project with Hewitt.
We are today investing in our future and leveraging the potential of our Company
to the benefit of our shareholders, landlords, suppliers, employees and
our customers. Our ambitious strategy, adequate structure and motivated
teams are definitely the right ingredients for us to create value for our shareholders.

6
Dufry Annual Report 2006 — Chief Executive Officer
Strengthening our future today means as well that our expansion strategy
needs to be based on strong foundations for our business, namely the concession
portfolio. Dufry is expected to generate, on a pro-forma 2007 basis, 78% of
its sales with concession agreements having a remaining duration of more than
six years and 34% with more than nine years.
Today, Dufry is one of the leading travel retailers and we are proud of what
our Company has achieved so far, thanks to its management’s and employees’
commitment, professionalism and extensive expertise. Dufry has undergone
an outstanding transformation from a privately held group of companies into a
publicly listed Travel Retailer with a global strategy and with proven execution
skills.
To conclude, I would like to thank all our employees for their dedication and
commitment – 2006 has been a very exciting and challenging year for Dufry and
success has been possible only thanks to our people, who helped to make this
happen.
Julián Díaz

ouR oRGaNIzaTIoN
Group Executive Committee
Chief operating officer
Region Europe
Dante Marro
Dufry Annual Report 2006 — Our Organization
Chief Financial officer
Xavier Rossinyol
General Counsel
Pascal C. Duclos
Chief operating officer
Region africa
Miguel Angel Martínez
Chief Executive officer
Julián Díaz
Chief operating officer
Region Eurasia
René Riedi
Global Chief operating
officer
José Antonio Gea
Chief operating officer
Region North america &
Caribbean
José H. González
Chief operating officer
Region South america
José Carlos Rosa
From left to right: Dante Marro, Pascal C. Duclos, Miguel Angel Martínez, Xavier Rossinyol, Julián Díaz, José Antonio Gea,
José H. González, René Riedi, José Carlos Rosa

uSINESS DESCRIPTIoN
Dufry Annual Report 2006 — Business Description
Serving customers around the world: anywhere – anytime
Dufry is one of the world’s leading travel retail companies, operating over 440
shops with more than 79,000 m 2 of retail space in 37 countries around the
globe. Our customers are travelers from throughout the world and this makes
our business something special. Our shops and assortment are designed to
make our customers feel at home and at the same time give them the excitement
of being abroad. Therefore, Dufry works with more than 1,000 suppliers
and the list includes all global and luxury brands as well as producers of local
specialties.
We manage all of our operations directly and staff every shop with our own
employees, in order to be as close to the customer as possible. Thanks to this,
our local staff has an in-depth understanding of our customers and can provide
direct customer feedback, which we use to further improve our assortment and
services, not only in the respective location but across Dufry.
Depending on the location, we use three different retail concepts to fully capitalize
on the existing opportunities:
— General Travel Retail
In these shops, we offer a wide range of product categories like perfumes,
cosmetics, wines, spirits, tobacco, food, watches, jewelry, accessories, and
others. Our customers have access to duty-free and / or duty-paid shops,
depending on their destination. We operate duty-free departure shops, located
at the restricted departure area of international airports and, in certain
countries and locations we also operate duty-free arrival shops, located in
the restricted arrival areas of such international airports.
— brand boutiques
These boutiques have an assortment of one specific brand and are fully operated
by Dufry with our own staff. Brand boutiques operated by Dufry include
prestigious names such as Bulgari, DKNY, Dolce & Gabbana, Etro,
Ferragamo, Hermès, Kenneth Cole, Mont Blanc, Versace or Zegna.
— Specialized Shops
These are boutiques specializing in one specific type of product, offering a
variety of different brands, like cigar shops, jewelry and watch shops, chocolate
stores, etc.
Our sales persons are at the heart of our business and it is their contribution
every day that makes the difference for our customers. However, we complement
their service with additional marketing techniques, which help our customers
to identify the products they want and to demonstrate new products
they may not know. The range of instruments includes displays, promotions,
tasting, leaflets, loyalty programs or gifts. We also give our suppliers the opportunity
to position their brands in an optimal way by providing advertising
space within our shops. Recognizing the fact that some travelers desire to plan
their duty-free purchases in advance, Dufry South America also established an
internet pre-order system on their website, which is often used by customers
traveling abroad.

NuMbER oF ShoPS LoCaTED aT
As of December 31, 2006
Dufry Annual Report 2006 — Business Description
Airports 287
Cruise liners and seaports 72
Downtown, hotels and resorts 64
Railway stations and other
ToTaL
21
CoNCESSIoN CoNTRaCTS
Breakdown of net sales 2006 by duration of contracts
9 + years 34 %
6 – 9 years 39 %
3 – 5 years 20 %
1 – 2 years 7 %
The world of Dufry
We focus our development around three strategic areas, namely the Mediterranean
Basin including Southern Europe and Northern Africa, Latin America &
the Caribbean and the Asian Corridor reaching from Moscow to the South East
Asian region. Hence, each of our five regions is part of one of these areas. This
allows us to maintain our diversified portfolio and also puts all the resources to
the further development of our Group.
— Europe
We have a strong position in Southern Europe with operations in Italy, Spain,
France and Greece. Furthermore, we also operate shops in Switzerland and
the Netherlands.
— africa
Our prime position in Northern Africa is based on our operations in Tunisia,
Morocco, Algeria and, as of 2007, in Egypt. We also have shops in Ghana and
Ivory Coast.
— Eurasia
Our most important operations in this region are located in the Russian Federation,
Singapore, and the United Arab Emirates. The region also includes
our operations in Cambodia, Serbia, Belarus, and since February 2007, in
Hong Kong.
— North america & Caribbean
We are the leading travel retailer in the Caribbean with presence in all
major islands including Aruba, Antigua, Bahamas, Barbados, Bonaire,
Curaçao, Cayman Islands, Dominican Republic, Grand Turk, Grenada, Jamaica,
St John, St Lucia, St Maarten, St Thomas and Trinidad, and since the beginning
of 2007, Puerto Rico. On top of this, we have a strong presence in several
Mexican airports and also operate shops in Nicaragua and the USA.
— South america
We are present in the major airports in Brazil, have stores in Bolivia and operate
shops on-board of cruise ships of Norwegian Cruise Lines.

0
Dufry Annual Report 2006 — Business Description
Local implementation for global success
Our organization is based on a simple concept: combining the advantages of a
global group with extensive knowledge of the local markets. Therefore, we have
organized our Group into three levels:
— Local operations
Our over 440 shops are at the foundation of our business. Our local teams
serve customers and are also responsible for the day-to-day tasks of managing
our operations. They also collect valuable information on customer
preferences, which is then aggregated at Group level.
— Regions
The regions oversee all aspects of our business within the respective area.
They are in constant contact with the local teams and advise them in their
daily work. Furthermore, they coordinate all projects within the respective
region and are also responsible for the monitoring of the performance. At
the same time, they are important points of contact for the Group as they
have an in-depth understanding of the markets in their respective area.
— Group
This team is responsible for the overall coordination of Dufry and is organized
along the various functions of our Group. Our specialists are responsible
for the coordination and implementation of the overall strategy for the
whole Group in their respective area. Globally managed and locally executed,
our activities are performed in a successful matrix organization leading to
significant operational improvements and value creation through generated
synergies and know-how transfer across the Group.
our concession portfolio – an intangible asset
Like any other retailer, the locations of our shops are fundamental to our performance,
and in the case of Dufry, we normally get them based on concession
contracts. We are very proud of our high-quality concessions portfolio for several
reasons:
— Diversification
We have more than 220 concessions in 37 countries.
— Duration
The concession portfolio has a long remaining duration. Based on net sales
2006, about 73% of our revenues were generated in locations where the concession
contracts have a duration of more than 6 years, and 34 % of our
revenues in locations with contracts of more than 9 years.
The above parameters are in our view important to run our business successfully
in the long-term. Therefore we consider it important to establish longterm
partnerships with airport authorities and other landlords. This means that
we work closely with our partners to develop the facilities in the most optimal
way for the owner, the customer and us. Our retail know-how adds substantial
value, resulting in a more attractive facility and at the same time giving us a
better performance – a win-win situation for all partners involved.

huMaN RESouRCES
Dufry Annual Report 2006 — Human Resources
Employing the right staff
Dufry considers the employment of qualified and highly motivated employees
as one of the most important factors to the success of the company’s business
strategy. Our employees serve our customers from different parts of the world
every day and make them feel welcome in our shops. We employ people with
more than 50 nationalities, and we consider this cultural diversity as one of the
strong pillars of Dufry.
Serving our international customers requires some specific skills: Apart from
language skills, our employees also need to be adaptive to the various cultural
backgrounds of our customers; and the opening hours of our shops may
require to work outside of normal business hours. Therefore, each of our five
regional headquarters runs employee training courses particularly in the area
of customer care. We train our staff to have the knowledge, skills and attitude
for them to handle and perform their services and responsibilities in the most
professional way. Additionally, we also organize specific local or regional training
programs, which include sales trainings for our staff, particular product
trainings, ad-hoc training on new procedures of work or on other topics such
as new security measures at airports.
Talent management
With over 6,500 employees, Dufry has an almost inexhaustible pool of professional
people at hand. We intend to use this potential more efficiently and have
defined a talent pool, to which we select talents with high development potential.
The initiative includes an international exchange program as well as giving
the participants exposure to responsibilities outside of their core functions. The
aim of the pool is to spread the specific expertise across the Group, leverage
the know-how on all levels and to fill new or vacant management and specialists
functions with internal people whenever possible. As for the participants,
they can build a diversified and international career within the leading Travel
Retailer.

EMPLoyEES
number of full time equivalents as of December 31
7,500
6,000
4,500
3,000
1,500
Dufry Annual Report 2006 — Human Resources
0
2003 2004 2005 2006
EMPLoyEES by REGIoN IN 006
Europe 15 %
Africa 11 %
Eurasia 12 %
North America & Caribbean 36%
South America 26%
Developing the organization
With the rapid growth and expansion of Dufry’s global operations during the last
three years, our total workforce increased by over 106% compared to year end
2003. In fiscal year 2006 alone, with the acquisitions in Brazil and Puerto Rico
and the opening of new locations, our number of employees has grown by over
2,100 people to a total of 6,526 worldwide. With this impressive expansion and
with our corporate strategy of further growth over the next years, leveraging our
local expertise becomes ever more important. To capture these benefits, we will
develop a new global Human Resources strategy along 2007.
In a first step, we already rolled out in 2006 our standard processes and procedures
in four regions and nine sites bringing our company a step forward
towards our globalization strategy. About 350 employees have been specially
trained to coordinate and re-train our employees periodically.
Social projects
Dufry has projects that support poor children in different parts of the world. The
largest of these projects is a social assistance program in Brazil, which offers
professional education to twenty five disadvantaged young people every year.
The program, which is offered free of charge, is aimed at making them competitive
in the job market and integrating them in society. The classes can be attended
by 14 to 17 years old people. They receive education in human relations,
IT, retailing and basic English. They will also get medical and dental assistance,
life insurance, outfits, food and education material. As a result, more than 550
young people have been trained in this long-term project of which more than
90% have been able to find employment in the regional job market, including
Dufry Duty-Free shops in Brazil.

a SELECTIoN oF bRaND NaMES
abSoLuT | aCTIoN MaN | aIWa | aPPLE | aRaMIS | aRMaNI | aRTE MoDEL |
azzaRRo | babaR | baCaRDI | baILEyS | baLLaNTINE’S | baN DaL | baRbIE |
bENSoN&hEDGES | bIJoux TERNER | bIoThERM | boMbay SaPPhIRE | bouChERoN |
bRauN | bREITLING | buRaGo | buRbERRy | bvLGaRI | CaDbuRy | CaILLER | CaMEL |
CaNoN | CaPTaIN MoRGaN | CaRaN D’aChE | CaRoLINa hERRERa | CaRTIER |
CaSIo | ChaNEL | ChIvaS REGaL | ChRISTIaN DIoR | ChoPaRD | CK | CLaRINS |
CLINIQuE | CohIba | CoINTREau | CoLoMbIaN EMERaLDS | CoMPaQ | CRayoLa |
DavIDoFF | DELSEy | DIGIMoN | DISNEy | DKNy | DoLCE &GabbaNa | DuNhILL |
ELIzabETh aRDEN | ELLE | ESCaDa | ESTÉE LauDER | ETRo | ExCaLIbuR |
FaMouS GRouSE | FERRaGaMo | FERRaRINI | FERRERo | FINLaNDIa | FIShER PRICE |
FLIK FLaK | GauLoISES | GEDDES | GIaNFRaNCo FERRÉ | GIoRGIo bEvERLy hILLS |
GIvENChy | GoDIva | GoRDoN’S | GRaND MaRNIER | GuCCI | GuERLaIN |
havaNa CLub | hENNESSy | hERMÈS | hERRaDuRa | hoT DIaMoNDS | h.STERN |
huGo boSS | IL CaNESTRo | INJuSa | ISSEy MIyaKE | IWC | JaCK DaNIEL’S |
JEaN PauL GauLTIER | JohNNIE WaLKER | JoSÉ CuERvo | JvC | KENNETh CoLE |
KENzo | KIT KaT | KoDaK | LaCoSTE | LaNCaSTER | LaNCEL | LaNCÔME | LaRIoS |
LEGo | LINDT & SPRÜNGLI | LoNGChaMP | LoNGINES | L’oREaL | LuCKy STRIKE |
MaJoRICa | MaLIbÚ | MaLo | MaRLboRo | MaRS | MaRTELL | MaRTINI | MaTTEL |
MauRICE LaCRoIx | MILKa | MINoLTa | MISaKI | M&M’S | MoET&ChaNDoN |
MoNT bLaNC | MoNTECRISTo | NESTLÉ | NIKKo | NINa RICCI | NINTENDo | NIvaDa |
NoKIa | oLyMPuS | oMEGa | PaCo RabaNNE | PaLoMa PICaSSo | PaNaSoNIC |
PaRTaGaS | PhILIP MoRRIS | PhILIPS | PLayMobIL | PoWER RaNGER | PRaDa |
RaDo | RaLPh LauREN | Ray baN | RayMoND WEIL | REMy MaRTIN | RobaINa |
RoThMaNS | RubINSTEIN | RuSS bERRIE | SaMSoNITE | SaMSuNG | Sauza |
SChaFFER | ShISEIDo | SMaRTIES | SMIRNoFF | SoNy | SToLIChNaya | SWaRovSKI |
SWaTCh | SWISS DELICE | TaG hEuER | ThIERRy MuGLER | TIa MaRIa | TISSoT |
TobLERoNE | ToMMy hILFIGER | ToMy | ToShIba | TRuDI | TuMI | vERa WaNG |
vERSaCE |WINNIE ThE Pooh | WINSToN | yvES SaINT-LauRENT | zEGNa |

am am pm pm pm
shop open ×
shop open ×
× shop open
× shop open
× shop open
EuRoPE
— PRESENCE IN ITALY, FRANCE, SPAIN,
SWITZERLAND, NETHERLANDS, GREECE
— 83 SHOPS
— OVER 16,300 M 2 SALES AREA
— NET SALES 2006 CHF 370.5 MILLION
— 983 EMPLOYEES
MILaN-MaLPENSa aIRPoRT, ITaLy
— DUTY-FREE EURO-SCHENGEN SHOP LOCATED AT
DEPARTURE GATES OF MILAN-MALPENSA AIRPORT
— OPENING HOURS FROM 06.00 AM TO 11.00 PM
— 1,650 M 2 SALES AREA
— VARIETY OF FOOD, CHOCOLATE, PERFUMERY, SPIRITS
AND FASHION PRODUCTS
— 60 EMPLOYEES

am am pm pm pm
shop open ×
shop open ×
× shop open
× shop open
× shop open
aFRICa
— PRESENCE IN TUNISIA, ALGERIA,
MOROCCO, GHANA, IVORY COAST
— 37 SHOPS
— OVER 6,500 M 2 SALES AREA
— NET SALES 2006 CHF 146.4 MILLION
— 734 EMPLOYEES
TuNIS aIRPoRT, TuNISIa
— DUTY-FREE SHOP LOCATED AT INTERNATIONAL
DEPARTURE GATES OF TUNIS AIRPORT
— OPENING HOURS FROM 02.00 AM TO MIDNIGHT
— 1,758 M 2 SALES AREA
— VARIETY OF LEATHER GOODS, CLOTHING BRANDS,
JEWELRY, SUNGLASSES, ELECTRONICS AS WELL AS
LOCAL AND REGIONAL FOOD SPECIALITIES
— 181 EMPLOYEES

am am am am pm
shop closed ×
shop open ×
× shop open
× shop open
× shop open
EuRaSIa
— PRESENCE IN RUSSIAN FEDERATION,
UNITED ARAB EMIRATES, SINGAPORE,
CAMBODIA, BELARUS, SERBIA, CHINA
— 32 SHOPS
— OVER 4,900 M 2 SALES AREA
— NET SALES 2006 CHF 187.2 MILLION
— 787 EMPLOYEES
SIEM REaP INTERNaTIoNaL aIRPoRT, CaMboDIa
— DUTY-FREE SHOP LOCATED AT DEPARTURE GATES OF
SIEM REAP INTERNATIONAL AIRPORT
— OPENING HOURS FROM 06.30 AM TO MIDNIGHT
— 160 M 2 SALES AREA
— LOCAL HAND CRAFT SOUVENIRS (SAND STONE, SILK,
POLYCHROME AND SPICES)
— 12 EMPLOYEES

pm pm pm pm am
shop open ×
shop open ×
× shop open
× shop open
× shop closed
NoRTh aMERICa & CaRIbbEaN
— PRESENCE IN MEXICO, UNITED STATES,
CARIBBEAN ISLANDS, NICARAGUA
— 205 SHOPS
— OVER 37,700 M 2 SALES AREA
— NET SALES 2006 CHF 328.0 MILLION
— 2,345 EMPLOYEES
SEaPoRT, GRaND TuRK
— DUTY-FREE SHOP LOCATED AT SEAPORT
OF GRAND TURK ISLAND
— OPENING HOURS DEPEND ON DOCKING OF SHIPS
— 930 M 2 SALES AREA
— TRADITIONAL DUTY-FREE ARTICLES LIKE FOOD,
SPIRITS, JEWELRY, WATCHES, PERFUMES, TOBACCO
AND ACCESSORIES
— 27 EMPLOYEES

pm pm pm pm am
shop open ×
shop open ×
× shop open
× shop open
× shop closed
SouTh aMERICa
— PRESENCE IN BRAZIL, BOLIVIA, AND ON-
BOARD NORWEGIAN CRUISE LINE SHIPS
— 87 SHOPS
— OVER 13,900 M 2 SALES AREA
— NET SALES 2006 CHF 371.6 MILLION
— 1,677 EMPLOYEES
São PauLo, INTERNaTIoNaL aIRPoRT GuaRuLhoS
— DUTY-FREE SHOP LOCATED AT ARRIVAL AREA
TERMINAL 2 OF SãO PAULO, INTERNATIONAL
AIRPORT GUARULHOS
— OPEN 24 HOURS EVERY DAY
— 1,600 M 2 SALES AREA
— VARIETY OF BEVERAGES, FOOD, TOBACCO, PERFUMERY,
COSMETICS, SPORTS, LEISURE AND GIFTS. SEVERAL
STORE-IN-STORES FROM DIFFERENT BRANDS
— 220 EMPLOYEES

CoRPoRaTE GovERNaNCE
DuFRy IS CoMMITTED To GooD
CoRPoRaTE GovERNaNCE
Dufry Annual Report 2006 — Corporate Governance
. GRouP STRuCTuRE aND ShaREhoLDERS
. Group structure
For an overview of the management organizational chart and operational group
structure, please refer to page 7 of this Annual Report.
Listed companies
Company Dufry Ltd., hardstrasse , 0 basel, Switzerland
(hereinafter “Dufry Ltd.” or the “Company”)
Listing SWX Swiss Exchange
Market capitalization CHF 1’434’375’000 as of December 31, 2006
Percentage of shares No shares held as of December 31, 2006
held by Dufry
Security number ISIN-Code CH0023405456, Swiss Security-No. 2340545
SWX Swiss Exchange Ticker Symbol DUFN
Company Dufry South america Ltd., Clarendon house,
Church Street, hamilton hM, , bermuda
(hereinafter “Dufry South america Ltd.” or “DSa”)
Listings Brazilian Depositary Receipts (BDR) on São Paulo
Stock Exchange (BOVESPA – Bolsa de Valores de São
Paulo), Brazil and Common Shares (“Shares”) on
Luxembourg Stock Exchange, Luxembourg (officially
listed on Euro MTF market)
Market capitalization R$ 1,820,000,000. USD 854,750,000
as of December 31, 2006
Percentage of shares Dufry Ltd. held 57.4% as of December 31, 2006
held by Dufry
Security numbers ISIN-Code for BDRs: BRDUFBBDR008
ISIN-Code for Shares: BMG286001075
Ticker Symbol for BDRs: DUFB
Non-listed companies
For a table of the operational non-listed consolidated entities please refer to
page 105 in section Financial Reporting of this Annual Report 1 .
. Significant shareholders
The following significant shareholders held more than 5% of the share capital
as of December 31, 2006:
Travel Retail Investments SCA, 76 Grand Rue, L-1660 Luxembourg 53.02 %
Areas SA, Via Augusta 21-23, Barcelona, Spain 18.02%
Wellington Management Company LLP, 75 State Street, Boston MA 02109, USA 5.03%
1 including the company names, locations, percentage of shares held, share capital

Dufry Annual Report 2006 — Corporate Governance
As part of the restructuring of their interests in Dufry Ltd that the following
investors held prior to the Initial Public Offering at SWX Swiss Exchange, funds
managed by Advent International Corporation, 75 State Street, Boston, Massachusetts
/ USA, Petrus PTE Ltd, 8 Cross Street, #11-00 PWC Building, Singapore
048424 and Witherspoon Investments LLC, 1209 Orange Street, Wilmington,
Delaware 19801 / USA, entered into a shareholders agreement to govern their
relationship as shareholders of Travel Retail Investments SCA. This agreement
provides that the funds managed by Advent International Corporation shall
have a right of first refusal should either Petrus PTE Ltd or Witherspoon Investments
LLC wish to transfer their holdings in Travel Retail Investments SCA.
In addition, if a third party offers to acquire all the interests in Travel Retail
Investments SCA and the funds managed by Advent International Corporation
in Travel Retail Investments SCA decide to transfer their entire interest in Travel
Retail Investments SCA to that third party, then the funds managed by Advent
International Corporation shall have the right to compel the other shareholders
to transfer their entire holding in Travel Retail Investments SCA to that third
party by exercising their drag-along rights.
Advent International Corporation, Petrus PTE Ltd and Witherspoon Investments
LLC are a group of shareholders acting in concert within the meaning of Art. 20
para 3 of the Federal Act on Stock Exchanges and Securities Trading (thereinafter
SESTA) in relation to their indirect holdings in the Company held through
Travel Retail Investments SCA.
In an announcement dated May 17, 2006, and published in compliance with Art.
20 of SESTA, Wellington Management Company LLP, Boston, disclosed that it
held shares of Dufry Ltd accounting for 5.03% of voting rights (publication in
Swiss Official Gazette of Commerce of May 24, 2006).
. Cross-shareholdings
Dufry Ltd has not entered into cross-shareholdings with other companies in
terms of capital shareholdings or voting rights in excess of 5%.

6
Dufry Annual Report 2006 — Corporate Governance
. CaPITaL STRuCTuRE
. Share capital as of December , 006
Ordinary share capital CHF 70,312,500
14,062,500 fully paid registered shares with nominal value of
CHF 5 each
Conditional share capital CHF 7,500,000
1,500,000 fully paid registered shares with nominal value of
CHF 5 each ( in connection with convertible debentures,
debentures with option rights and similar obligations )
Authorized share capital CHF 21,093,750
4,218,750 fully paid registered shares with nominal value of
CHF 5 each (issuance possible until November 23, 2008)
. Details to conditional and authorized share capital
Conditional share capital
Pursuant to Art. 3bis of the Articles of Incorporation the share capital of Dufry
Ltd may be increased in an amount not to exceed CHF 7,500,000 by the issuance
of up to 1,500,000 fully paid registered shares with a nominal value of
CHF 5 each through the exercise of conversion and / or option rights granted
in connection with the issuance of newly or already issued convertible debentures,
debentures with option rights or other financial market instruments by
the Company or one of its subsidiaries.
The preferential subscription rights of the shareholders shall be excluded in
connection with the issuance of convertible debentures, debentures with option
rights or other financial market instruments. The then current owners
of conversion and / or option rights shall be entitled to subscribe for the new
shares. The acquisition of shares through the exercise of conversion and / or
option rights and each subsequent transfer of the shares shall be subject to the
restrictions set forth in Art. 5 of the Articles of Incorporation of the Company (in
reference to the share register and nominees).
The Board of Directors may limit or withdraw the right of the shareholders to
subscribe in priority to convertible debentures, debentures with option rights or
similar financial market instruments when they are issued, if:
a) an issue by firm underwriting by a consortium of banks with subsequent
offering to the public without preferential subscription rights seems to be
the most appropriate form of issue at the time, particularly in terms of the
conditions or the time plan of the issue; or
b) the financial market instruments with conversion or option rights are issued
in connection with the financing or refinancing of the acquisition of an enterprise
or parts of an enterprise or with participations or new investments of
the Company.

Dufry Annual Report 2006 — Corporate Governance
If advance subscription rights are denied by the Board of Directors, the following
shall apply:
a) conversion rights may be exercised only for up to 15 years; and the option
rights only for up to 7 years from the date of the respective issuance.
b) the respective financial instruments must be issued at the relevant market
conditions.
authorized share capital
Pursuant to Art. 3ter of the Articles of Incorporation the Board of Directors shall
be authorized to increase the share capital in an amount not to exceed CHF
21,093,750 through the issuance of up to 4,218,750 fully paid registered shares
with a nominal value of CHF 5 per share by not later than November 23, 2008.
Increases in partial amounts shall be permitted.
The subscription and acquisition of the new shares, as well as subsequent
transfer of the shares shall be subject to the restrictions set forth in Art. 5 of
the Articles of Incorporation (in reference to the share register and nominees).
The Board of Directors shall determine the issue price, the type of payment,
the date of issue of new shares, the conditions for the exercise of the preferential
subscription rights, and the beginning date for dividend entitlement.
In this regard, the Board of Directors may issue new shares by means of a
firm underwriting through a banking institution, a syndicate or another third
party and a subsequent offer of these shares to the current shareholders. The
Board of Directors may permit preferential subscription rights that have not
been exercised to expire or it may place these rights and / or shares as to which
preferential subscription rights have been granted but not exercised, at market
conditions or use them for other purposes in the interest of the Company.
The Board of Directors is further authorized to restrict or deny the preferential
subscription rights of shareholders or allocate such rights to third parties if the
shares are to be used:
a) for the acquisition of an enterprise, parts of an enterprise, or participations,
or for new investments, or, in case of a share placement, for the financing or
refinancing of such transactions; or
b) for the purpose of broadening the shareholder constituency in connection
with a listing of shares on domestic or foreign stock exchanges, including
in connection with the grant of an over-allotment option to a consortium of
banks.

Dufry Annual Report 2006 — Corporate Governance
. Changes in capital of Dufry Ltd
Nominal share capital December 31, 2004 CHF 45,000,000
December 31, 2005 CHF 70,312,500
December 31, 2006 CHF 70,312,500
Conditional share capital December 31, 2004 CHF –
December 31, 2005 CHF 7,500,000
December 31, 2006 CHF 7,500,000
Authorized share capital December 31, 2004 CHF –
December 31, 2005 CHF 10,187,500
December 31, 2006 CHF 21,093,750
The Company was formed as a stock corporation, organized with limited liability
under the laws of Switzerland and was established on November 3, 2003
and registered on November 4, 2003, under the name Sintres Holding Ltd. The
period for the first statutory income statement of Sintres Holding Ltd was from
November 4, 2003 to December 31, 2004. Consequently, the first statutory balance
sheet date for the Company was December 31, 2004. On November 17,
2005 the Company changed its name to Dufry AG (Dufry Ltd).
Changes in capital in 00 / 00
From November 3, 2003 to February 19, 2004, the nominal share capital of the
Company was CHF 100,000, divided into 10,000 fully paid in registered shares
with a nominal value of CHF 10 each. From February 19, 2004 to July 25, 2005,
the nominal share capital of the Company was CHF 45 million, divided into 4.5
million fully paid in registered shares with a nominal value of CHF 10 each.
From July 25, 2005 to November 17, 2005, the nominal share capital of the Company
was CHF 60 million, divided into 6 million fully paid in registered shares
with a nominal value of CHF 10 each. At an Extraordinary Shareholders’ Meeting
on November 17, 2005, the existing shares were split with a ratio of 1:2
and the new nominal value was set at CHF 5 per registered share, resulting in
a nominal share capital of CHF 60 million, divided into 12 million fully paid in
shares. At the same Extraordinary Shareholders’ Meeting, an authorized capital
in the amount of CHF 20,500,000 and a conditional capital in the amount of CHF
7,500,000 was created. On December 5, 2005, the nominal share capital was
increased out of the existing authorized share capital in the amount of CHF
10,312,500 to CHF 70,312,500, divided into 14,062,500 fully paid in registered
shares with a nominal value of CHF 5 each – as a result of the issuance of
2,062,500 new shares, which were sold by the Company in the Initial Public Offering.
The authorized share capital was reduced accordingly.
Changes in capital in 006
At an Extraordinary General Meeting on November 23, 2006, shareholders approved
the Board of Directors proposal to increase the amount of the previously
existing authorized share capital from CHF 10,187,500 to CHF 21,093,750 and to
set the duration of such authorized capital until November 23, 2008.

Dufry Annual Report 2006 — Corporate Governance
. Shares
The share capital of Dufry Ltd is divided into 14,062,500 fully paid in registered
shares with a nominal value of CHF 5 each. All shares are entitled to dividends.
Each share entitles to one vote. The Company maintains a share register showing
the name and address of the shareholders or usufructuaries. Only persons
registered as shareholders or usufructuaries of registered shares in the share
register shall be recognized as such by the Company.
Limitation on transferability and nominee registration of registered shares
— The Articles of Incorporation of Dufry Ltd contain no transfer restrictions
(Vinkulierung) with regard to the shares.
— However, only persons registered as shareholders or usufructuaries of registered
shares in the share register shall be recognized as such by the Company.
In the share register the name and address of the shareholders or
usufructuaries is recorded. Changes must be reported to the Company.
— Acquirers of registered shares shall be registered as shareholders with the
right to vote, provided that they expressly declare that they acquired the registered
shares in their own name and for their own account.
— The Board of Directors may register nominees with the right to vote in the
share register to the extent of up to 0.2 % of the registered share capital as
set forth in the commercial register. Registered shares held by a nominee
that exceed this limit may be registered in the share register with the right to
vote if the nominee discloses the names, addresses and number of shares of
the persons for whose account it holds 0.2 % or more of the registered share
capital as set forth in the commercial register. Nominees within the meaning
of this provision are persons who do not explicitly declare in the request
for registration to hold the shares for their own account and with whom the
Board of Directors has entered into a corresponding agreement (see also
Art. 5 of the Articles of Incorporation).
— Corporate bodies and partnerships or other groups of persons or joint owners
who are interrelated to one another through capital ownership, voting
rights, uniform management or otherwise linked as well as individuals or
corporate bodies and partnerships who act in concert to circumvent the regulations
concerning the nominees (esp. as syndicates), shall be treated as
one single nominee within the meaning of the above mentioned regulation in
terms of nominees.
— The Board of Directors may cancel the registration, with retroactive effect
if appropriate, if the registration was effected based on false information or
in case of breach of the agreement between the nominee and the Board of
Directors.
— After consulting the party involved, the Company may delete entries in the
share register if such entries occurred in consequence of false statements
by the purchaser. The purchaser must be informed immediately of the deletion.
With reference to transferability and nominee registrations, no exceptions have
been granted during the year under review.

0
Dufry Annual Report 2006 — Corporate Governance
. Participation certificates and profit sharing certificates
The Company has not issued any non-voting equity securities, such as participation
certificates (Partizipationsscheine) or profit sharing certificates
(Genussscheine).
.6 Convertible bonds and options
There are no outstanding bonds that are convertible into, or warrants or options
to acquire, shares issued by or on behalf of the Company. Dufry does
not have any traditional option plans, but a Restricted Stock Unit (RSU) plan,
the essentials of which are disclosed under “compensation, shareholdings
and loans” in this Corporate Governance section of the Annual Report.

NaME
Juan Carlos Torres Carretero
Ernest George Bachrach
Xavier Bouton
Jaime Carvajal Urquijo
Mario Fontana
Luis Andrés Holzer Neumann
Joaquin Moya-Angeler Cabrera
Juan Carlos
Torres Carretero
Chairman
born 1949
Ernest George
bachrach
Vice Chairman
born 1952
. boaRD oF DIRECToRS
NaTIoNaLITy
Spanish
American
French
Spanish
Swiss
Mexican
Spanish
PoSITIoN
Chairman
Vice Chairman
Member
Member
Member
Member
Member
FIRST
ELECTED
2003
2004
2005
2006
2005
2004
2005
ELECTED
uNTIL aGM
1 = Member of Audit Committee
2 = Member of Nomination Committee All members of the Board of Directors are non-executive members.
Dufry Annual Report 2006 — Corporate Governance
. Members of the board of Directors
2011
2011
2009
2011
2010
2010
2010
CoMMITTEES
1, 2
2
. Education, professional background, other activities and functions
Education MS in physics from Universidad Complutense de Madrid and MS in
management from MIT’s Sloan School of Management.
Professional Background Many years of private equity and senior management
operating experience. 1988 Joined Advent International, a private equity firm,
in Boston as a partner. 1991 – 1995 Partner at Advent International in Madrid.
Since 1995 Managing Director and senior partner in charge of Advent International
Corporation’s investment activities in Mexico.
Current Board Mandates Dufry Ltd., Dufry South America Ltd., Aeroplazas de
Mexico SA de CV, Arabela Holding SA de CV, Hipotecaria Casa Mexicana SA de
CV, Inmobiliaria Fumisa SA de CV (president), Impactos Frecuencia y Cobertura
en Medicos SA de CV and Procorp SA de CV.
Education BS in chemical engineering from Lehigh University and MBA from
Harvard Business School.
Professional Background More than 22 years of experience in international private
equity investing. 1990 Joined Advent International offices in London as a
partner. Since 1995 Managing Advent’s Latin American investment program as
Chief Executive Latin America. Senior partner and member of the executive
committee of Advent International Corporation.
Current Board Mandates Dufry Ltd., Dufry South America Ltd., Aeroplazas SA
de CV, Arabela Holding SA de CV, the Bunge Group, Impactos, Frecuencia y
Cobertura en Medios SA de CV, Aerocomidas SA de CV, Hildebrando Fumisa SA
de CV and Hipotecaria Casa Mexicana.
1
2
1

xavier bouton
Member
born 1950
Jaime
Carvajal urquijo
Member
born 1939
Mario Fontana
Member
born 1946
Luis andrés
holzer Neumann
Member
born 1950
Dufry Annual Report 2006 — Corporate Governance
Education Diploma in economics and finance from l’Institut d’Etudes Politiques
de Bordeaux and doctorate in economics and business administration from the
University of Bordeaux.
Professional Background 1978 – 1984 Director of C.N.I.L. (Commission Nationale
de l’Informatique et des Libertés). 1985 – 1994 General Secretary of Reader’s
Digest Foundation. 1990 – 2005 Board member of Laboratoires Chemineaux.
Since 1999 Chairman of the Supervisory Board of FSDV (Fayenceries de Sarreguemines
Digoin & Vitry le François) based in Paris, France.
Current Board Mandates Dufry Ltd., ADL Partners since 1997, Stroer France
since 1999.
Education Master in law from the University of Madrid and master of Arts (Economics)
from Cambridge University.
Professional Background Over 20 years of private equity and M&A experience.
Prior to 1996 Chairman of Iberfomento, an independent Spanish M&A and private
equity firm. Chief Executive Officer of Banco Hispano Industrial (1983 – 1988)
and Chairman of Ford of Spain (1981 – 2003). 1996 – 2002 Chairman at Dresdner
Kleinwort Capital Spain. Whilst at DrKC, Mr Carvajal Urquijo worked with Advent
International, through a joint venture. 2002 Joined Advent International
and acts as Partner and Chairman of its office in Spain since.
Current Board Mandates Dufry Ltd., Ericsson Espãna S.A., Asea Brown Boveri
S.A. (Spain), Grupo Ferrovial, Lafarge-Asland, Aviva (Spain) and Solvay Iberica.
Education Engineering studies at ETH Zurich and Georgia Institute of Technology,
Master of Science Degree.
Professional Background 1970 – 1977 IBM Switzerland, sales representative
and international account manager. 1977 – 1980 Brown Boveri Brazil, Chief
of staff and CIO. 1981 – 1983 Storage Technology Switzerland, General Manager.
1984 – 1993 Hewlett-Packard Switzerland, General Manager. 1993 – 1995
Hewlett-Packard Germany, General Manager. 1995 – 1997 Hewlett-Packard Europe,
General Manager. 1997 – 1999 Hewlett-Packard USA, General Manager.
Since 1998 Independent Board member at various companies (served previously
also on the Board of Directors of AC-Service [Germany], Amazys, Bon
appétit Group, Büro Fürrer, Leica Geosystems and Sulzer).
Current Board Mandates Dufry Ltd., Hexagon (Sweden), Inficon, Itopia, SBB
Swiss Railways, Swissquote and X-Rite (USA).
Education Graduate of Boston University, holds an MBA from Columbia University.
Professional Background Since 1973 President of Grupo Industrial Omega, the
holding company of Holzer and Company, Industria Nacional de Relojes Suizos,
Inmobiliara Coapa Larca SA de CV, and Inmobiliara Castellanos SA de CV.
Current Board Mandates Dufry Ltd., Aeroplazas SA de CV, Inmobiliaria Fumisa
SA de CV, Consorcio Industrial SA de CV, Opequimar, Consorcio Metropolitano
Inmobiliario, the Mexican Council of Foreign Affairs, Grupo Domit and Lideres
Mexicanos Magazine.

Joaquin
Moya-angeler Cabrera
Member
born 1949
NaME oF ThE boaRD MEMbER
Juan Carlos Torres Carretero
Ernest George Bachrach
Xavier Bouton
Jaime Carvajal Urquijo
Mario Fontana
Luis Andrés Holzer Neumann
Joaquin Moya-Angeler Cabrera
Dufry Annual Report 2006 — Corporate Governance
Education Master’s degree in mathematics from the University of Madrid, diploma
in economics and forecasting from the London School of Economics and
Political Science and MBA from MIT’s Sloan School of Management.
Professional Background Mr Moya-Angeler has focused his career on the technology
and real estate industries, including having founded a number of companies.
1990 – 1994 Chairman of IBM Spain and Europe. 1994 – 1997 Chairman
of Leche Pascual. 1997 – 2002 Chairman of Meta4 and TIASA (1996 – 1998). To
date Chairman of Redsa since 1997, Hildebrando since 2003, as well as Presenzia
and Pulsar Technologies since 2002, La Quinta Real Estate since 2003,
Inmoan since 1989 and Avalon Private Equity since 1999.
Current Board Mandates Dufry Ltd., Indra Sistemas SA, Palamon Capital Partners,
MCH, Grupo Leche Pascual and Bety Byte SL. Also Chairman of several
non profit organizations: Corporación Tecnológica de Andalucia, Board of trustees
of the University of Almeria and La Fundación Mediterránea.
None of the non-executive members of the Board of Directors has ever been in
a management position at Dufry Ltd or any of its subsidiaries. Neither has any
of the non-executive members of the Board of Directors significant business
connections with Dufry Ltd or any of its subsidiaries.
. Cross-involvement
There are no cross-involvements between the Board of Directors of Dufry Ltd
and any other listed company. The table below shows the functions of the Board
members in other listed companies.
LISTED CoMPaNy
— Dufry South America Ltd, Board member
— Bunge Group Ltd, Board member
— Dufry South America Ltd, Board member
— F.S.D.V. (Fayenceries de Sarreguemines Digoin & Vitry le François),
Chairman of Supervisory Board
— ADL Partners, Board member
— Grupo Ferrovial, Vice Chairman
— Swissquote Group, Chairman
— X-Rite Inc, Board member
— Hexagon AB, Board member
— Inficon AG, Board member
— None
— Indra Sistemas SA, Board member

Dufry Annual Report 2006 — Corporate Governance
. Election and terms of office
— The Board of Directors shall consist of at least three and at most seven
members.
— Members of the Board of Directors shall be elected for a maximum term
of five years. A year shall mean the period running between one Ordinary
Meeting of Shareholders and the next. Previous resignation and dismissal
may change the terms of office. New members elected during the year shall
continue in office until the end of their predecessor’s term.
— Each year the Board of Directors shall be renewed by rotation, to the extent
possible in equal numbers and in such manner that, after a period of five
years, all members will have been subject to re-election.
— In its Extraordinary General Meeting held on November 23, 2006, Dufry Ltd
established staggered terms of office for the members of the Board of Directors
(see also details in table “Members of the Board of Directors”). At
this Meeting, Mr Carvajal Urquijo was newly elected (individually) into the
Board and the other members of the Board of Directors were re-elected (as
a group) with new terms of office.
— The members of the Board of Directors may be re-elected without limitation.
. Internal organizational structure
The Board of Directors determines its own organization. It shall elect its Chairman
and one or two Vice Chairmen. It shall appoint a Secretary and his substitute,
neither of whom need to be members of the Board of Directors.
The Board of Directors has established the following committees to further
strengthen the corporate governance structure of the Company:
audit Committee
Members: Joaquin Moya-Angeler Cabrera (Chairman), Juan Carlos Torres Carretero,
Mario Fontana.
The Audit Committee assists the Board of Directors in fulfilling its duties of
supervision of management. It is responsible for the review of the performance
and independence of the external auditors, the review of the audit plan and the
audit results and the monitoring of the implementation of the findings by management,
the review of the internal audit function and concept, the assessment
of the risk management, the review of the compliance with the internal audit
and risk management, as well as the review to propose whether the Board of
Directors should accept the Company’s accounts. The Audit Committee regularly
reports to the Board of Directors on its proposals, assessments, findings
and proposes appropriate actions. The Audit Committee generally meets at the
same dates the Board of Directors meetings take place, although the Chairman
may call meetings as often as business requires. The length of the meetings
depends on the issues, but usually lasts for about 3 to 4 hours. The Audit Committee
held 4 meetings during fiscal year 2006.

Dufry Annual Report 2006 — Corporate Governance
Nomination and Remuneration Committee
Members: Ernest George Bachrach (Chairman), Luis Andrés Holzer Neumann,
Juan Carlos Torres Carretero.
The Nomination and Remuneration Committee assists the Board of Directors
in fulfilling its nomination and remuneration related matters. It is responsible
for assuring the long-term planning of appropriate appointments to the positions
of the Chief Executive Officer and the Board of Directors, as well as for
the review of the remuneration system of the Company, to make proposals in
relation to the remuneration of the CEO and of the members of the Board of
Directors, as well as on the grant of options or other securities under employee
participation plans of the Company, if any. The Nomination and Remuneration
Committee meets as often as business requires. The length of the meetings
depends on the issues, but usually lasts for about 2 to 3 hours. The Nomination
and Remuneration Committee held 1 meeting during fiscal year 2006.
Work method of the board of Directors
As a rule, the Board of Directors meets about five to six times a year. Additional
meetings or conference calls are held as and when necessary. The Board of
Directors held 8 meetings during fiscal year 2006. The meetings of the Board
of Directors usually last half a day. The Chairman determines the agenda and
items to be discussed at the Board meetings. All members of the Board of Directors
can request to add further items on the agenda.
The Chief Executive Officer, the Chief Financial Officer, the Global Chief Operating
Officer and the General Counsel, also acting as Secretary to the Board,
attend the meetings of the Board of Directors. Other members of the Group
Executive Committee attend meetings of the Board of Directors as and when
required. The Board of Directors also engages external consultants and specialised
attorneys to address specific topics when required.
.6 Definition of areas of responsibility
The Board of Directors is the ultimate corporate body of Dufry Ltd. It further
represents the Company towards third parties and shall manage all matters
which by law, Articles of Incorporation or regulation have not been delegated to
another body of the Company.
In accordance with the Board regulations (Organisationsreglement), the Board
of Directors has delegated the operational management of the Company to the
Chief Executive Officer who is responsible for overall management of the Dufry
Group. The following responsibilities remain with the Board of Directors:
— ultimate direction of the business of the Company and the power to give the
necessary directives
— determination of the organization of the Company
— administration of the accounting system, financial control and financial planning
— appointment and removal of the persons entrusted with the management
and representation of the Company, as well as the determination of their
signatory power

6
Dufry Annual Report 2006 — Corporate Governance
— ultimate supervision of the persons entrusted with the management of the
Company, in particular with respect to their compliance with the law, the
Articles of Incorporation, regulations and directives
— preparation of the business report and the Meetings of Shareholders and to
carry out the resolutions adopted by the Meeting of Shareholders
— notification of the judge if liabilities exceed assets
— passing of resolutions regarding the subsequent payment of capital with respect
to non-fully paid in shares
— passing of resolutions confirming increases in share capital and the amendments
of the Articles of Incorporation entailed thereby
— examination of the professional qualifications of the specially qualified Auditors
in the cases in which the law foresees the use of such Auditors
— non-delegable and inalienable duties and powers of the Board of Directors
pursuant to the Swiss Merger Act
— to examine, if required, the professional qualifications of the specially qualified
auditor
— to approve any non-operational or non-recurring transaction not included in
the annual budget and exceeding the amount of CHF 2,000,000;
— to issue convertible debentures, debentures with option rights or other financial
market instruments
— to approve the annual investment and operating budgets of the Company and
the Dufry Group.
Except for the Chairman of the Board of Directors, who has single signature
authority, the members of the Board have joint signature authority, if any.
. Information and control instruments vis-à-vis the senior management
The Board ensures that it receives sufficient information from the management
to perform its supervisory duty and to make the decisions that are reserved to
the Board through several means.
— Dufry Group has an internal management information system that consists
of financial statements, performance indicators and risk management. Management
information is provided on a regular basis according to the cycles of
the business: sales on a weekly basis; income statement, cash management
and key performance indicator (KPI) on a monthly basis; balance sheet and
other financial statements on a quarterly basis, including customer, margins
and investment information. The management information is prepared
on a consolidated basis as well as per business unit. Financial reports are
submitted to the Board of Directors on a quarterly basis.
— During Board meetings, each member of the Board may request information
from the other members of the Board, as well as from the members of the
management present on all affairs of the Company and the Group.
— Outside of Board meetings, each member of the Board may request from the
CEO information concerning the course of business of the Company and the
Group and, with the authorization of the Chairman, about specific matters.

Dufry Annual Report 2006 — Corporate Governance
— The CEO reports at each meeting of the Board on the course of business
of the Company and the Group in a manner agreed upon from time to time
between the Board and the CEO. Apart from the meetings, the CEO reports
immediately any extraordinary event and any change within the Company
and within the Dufry Group to the Chairman.
— Board committees, in particular the Audit Committee, regularly meet with
management and outside consultants to review the business, better understand
all laws and policies impacting the Dufry Group and support the management
in meeting the requirement and expectations of stakeholders. In
meetings of the Audit Committee, the CFO acts as Secretary to the Committee.
The external auditors are invited to the meeting of the Audit Committee.
— The Internal Audit provides the senior management and Audit Committee
with independent and objective assessments of the effectiveness of the internal
control and risk management systems. The selection of Internal Audit
projects is based on risk assessment, with a focus on operational processes,
throughout the Dufry Group. The results of Internal Audit are communicated
to management in charge, the Company’s senior management and the Audit
Committee. Regular follow-up is performed to ensure that risk mitigation
and control improvement measures are implemented on a timely basis.

NaME
Julián Díaz González
Xavier Rossinyol
José Antonio Gea
Pascal C. Duclos
Dante Marro
Miguel Ángel Martínez
René Riedi
José H. González
José Carlos Costa da Silva Rosa
Julián Díaz González
Chief Executive Officer
born 1958
xavier Rossinyol
Chief Financial Officer
born 1970
Dufry Annual Report 2006 — Corporate Governance
. GRouP ExECuTIvE CoMMITTEE
. Members of the Group Executive Committee
NaTIoNaLITy
Spanish
Spanish
Spanish
Swiss
Italian
Spanish
Swiss
American
Portuguese
PoSITIoN
Chief Executive Officer
Chief Financial Officer
Global Chief Operating Officer
General Counsel
Chief Operating Officer
Region Europe
Chief Operating Officer
Region Africa
Chief Operating Officer
Region Eurasia
Chief Operating Officer
Region America & Caribbean
Chief Operating Officer
Region South America
aPPoINTED IN yEaR
2004
2004
2004
2005
2002
2004
2001
2002
2006
. Education, professional background, other activities and vested interests
Education Degree in business administration from Universidad Pontificia Comillas
de Madrid.
Professional Background 1989 – 1993 General Manager at TNT Leisure SA.
1993 – 1997 Division Director at Aldeasa. 1997 – 2000 Various managerial and
business positions at Aeroboutiques de Mexico SA de CV and Deor SA de CV.
2000 – 2003 General Manager of Latinoamericana Duty-Free, SA de CV. Since
2004 Chief Executive Officer at Dufry Ltd.
Education Bachelor’s degree in Business Administration at ESADE (Spain), MBA
at ESADE and at the University of British Columbia (Canada and Hong Kong),
Master’s degree in business law from Universidad Pompeu Fabra (Spain).
Professional Background 1995 – 2003 Various positions at Areas (member of the
French group Elior) with responsibility for finance, controlling, strategic planning.
Left Areas as its Corporate Development Director. Since 2004 Chief Financial
Officer at Dufry Ltd.

José antonio Gea
Global COO
born 1963
Pascal C. Duclos
General Counsel
born 1967
Dante Marro
COO Region Europe
born 1944
Miguel Ángel Martínez
COO Region Africa
born 1961
René Riedi
COO Region Eurasia
born 1960
Dufry Annual Report 2006 — Corporate Governance
Education Degree in economics and business sciences from Colegio Universitario
de Estudios Financieros.
Professional Background 1989 – 1995 Various positions at TNT Express Espana,
SA. Director of its Blue Cow Division (1993 – 1995). 1995 – 2003 Various managerial
positions at Aldeasa. Left Aldeasa as its Director of Operations. Since 2004
Global Chief Operating Officer at Dufry Ltd.
Education Licence en droit from Geneva University School of Law, LL.M. from
Duke University School of Law. Licensed to practice law in Switzerland and admitted
to the New York Bar.
Professional Background 1991 – 1997 Senior attorney at law at Geneva law firm
Davidoff & Partners. Also academic assistant at the University of Geneva School
of Law (1994 – 1996). 1999 – 2001 Attorney at law at New York law firm Kreindler
& Kreindler. 2001 – 2002 Financial planner at UBS AG in New York. 2003 – 2004
Senior foreign attorney at law at the Buenos Aires law firm Beretta Kahale Godoy.
Since 2005 General Counsel and Secretary to the Board of Directors at
Dufry Ltd.
Education Graduate degrees in architecture and business administration.
Professional Background Prior to 1981 Served as public administrator and as
an administrator of the Airport Milano and the Association Airports Italia. 1981
Joined Dufry. He held various managerial positions at Dufrital S.p.A. as General
Manager and Chairman of the Board (1987 –1992) and acted as General Manager
and Board Delegate of all Italian companies belonging to the Group from
1992 – 2002. Since 2002 Chief Operating Officer Region Europe at Dufry Ltd.
Education Bachelor’s of science degree in economics and business administration
from the Universidad de León.
Professional Background 1986 – 1991 Store Manager at C&A Valencia and Mallorca.
1991 – 1998 Various managerial positions at Aldeasa SA. 1998 – 2003 General
Manager at Select Service Partner’s subsidiary Madrid Trade Fair Center.
Since 2004 Chief Operating Officer Region Africa at Dufry Ltd.
Education Degree in business administration from the School of Economy and
Business Administration Zurich.
Professional Background Prior to 1993 Worked in product marketing and international
sales of the multinational FMCG (Fast Moving Consumer Goods)
company Unilever. 1993 – 2000 Joined Dufry in 1993 as Sales Manager Eastern
Europe. Product Category Manager Spirits & Tobacco (1995 – 1996). Head of
Product Marketing (1996 – 1997). Director Division Spirits & Tobacco (Weitnauer
Distribution Ltd 1998 – 2000). Since 2001 Chief Operating Officer Region Eurasia
at Dufry Ltd.

0
José h. González
COO Region North
America & Caribbean
born 1946
José Carlos
Costa da Silva Rosa
COO Region South America
born 1955
Dufry Annual Report 2006 — Corporate Governance
Education Bachelor’s of arts degree from Prieto University, Cuba.
Professional Background Prior to 1992 Active in retail and wholesale industry
in North, Central and South America for more than 25 years. 1992 – 2002 Joined
Dufry in 1992 and held various managerial and business positions. Since 2002
Chief Operating Officer Region North America & Caribbean at Dufry Ltd.
Education Military and Civil Engineer’s degree from the Academia Militar of
Portugal.
Professional Background 1993 – 1994 Director of Property Management of Richard
Ellis Portugal. 1994 – 2000 General Director of AmoreirasGest. 2000 – 2006
Retail Director at ANA-Aeropuertos de Portugal AS. Since 2006 Chief Operating
Officer Region South America at Dufry Ltd.
other activities and vested interests
Messrs Julian Díaz and Xavier Rossinyol are members of the Board of Directors
and of the Executive Committee of Dufry South America Ltd, the Company’s
subsidiary listed in Luxembourg and Brazil. Messrs Pascal Duclos, José Antonio
Gea and José Carlos Rosa are members of the Executive Committee of
Dufry South America Ltd.
With the exception of their role in Dufry South America Ltd, none of the members
of the Group Executive Committee of Dufry Ltd has other activities in governing
and supervisory bodies of important Swiss and foreign organizations,
institutions and foundations under private and public law. No member of the
Group Executive Committee has permanent management and consultancy
functions for important Swiss and foreign interest groups, or holds any official
functions and political posts.
In addition to his employment relationship with the Dufry Group, Mr Dante Marro,
the Chief Operating Officer for Region Europe and member of the Group
Executive Committee, acting through GSA Srl Gestione Spazi Attrezzati (GSAS),
was granted rights of usufruct over 10 percent of the Company’s shareholding
in both its 60 percent majority owned operating subsidiary Dufrital SpA and its
wholly owned subsidiary Dufry Shop Finance Limited Srl in 2002. The rights of
usufruct granted to GSAS, which will expire on December 31, 2020 at the latest,
permit it to enjoy the benefits of share ownership, including the receipt of
dividends, even though the shares remain vested in a Group company. Upon
expiration of the rights of usufruct, provided that the total profits of the afore
mentioned companies shall not have been declared as dividends, GSAS shall be
entitled to receive 6 percent and 10 percent, respectively, of all withheld profits
accumulated as reserves on the balance sheets of Dufrital SpA and Dufry Shop
Finance Limited Srl as at December 31, 2020.
. Management contracts
Dufry Group does not have management contracts with companies or natural
persons not belonging to the Group.

Dufry Annual Report 2006 — Corporate Governance
. CoMPENSaTIoN, ShaREhoLDINGS aND LoaNS
. Content and method of determining the compensation and the shareholding
programmes
board of Directors
The Board determines the amount of the fixed remuneration of its members,
taking into account their responsibilities, experience, and the time which they
invest in their activity as members of the Board. The Nomination and Remuneration
Committee makes proposals in relation to the compensation of the
members of the Board. Extraordinary assignments or work which a member of
the Board accomplishes outside of his / her activity as a Board member shall be
specifically remunerated. Such remuneration shall be approved by the Board.
In addition, the Board shall be reimbursed all reasonable cash expenses properly
incurred by them in the discharge of their duties.
Group Executive Committee
Members of the Group Executive Committee receive compensation packages,
which consist of a basic salary in cash and a performance related cash bonus,
as well as other cash compensation. The bonus is defined once per year and
depends on the overall financial result of the Group and of specific sub-divisions
thereof, as well as on achieving defined goals by each individual person.
The Nomination and Remuneration Committee makes proposals in relation to
the compensation of the CEO. The Board of Directors has the ultimate authority
to approve such proposals.
In addition, the Company has a Restricted Stock Unit (RSU) plan for certain
members of the Dufry Group management (RSU plan participants). Under the
RSU plan, the Company granted the RSU plan participants in 2006 a right to receive
on January 1, 2008, free of charge, 100’000 shares of Dufry Ltd on aggregate,
provided that the average price per share on the SWX Swiss Exchange for
the ten trading days immediately preceding the vesting date is equal or higher
than 101 percent of the share price at grant date. The rights granted to the RSU
participants in 2006 vested on January 1, 2007. From an economic point of view,
the Restricted Stock Units are stock options with an exercise price of nil.
The RSU plan is designed to provide its participants with an incentive equal to
100 percent of their base salary in case of a 20 percent increase in the price per
share during each respective vesting period. Any Restricted Stock Units granted
will be forfeited should the RSU plan participant cease to be an employee of
the Dufry Group during the vesting period.

Dufry Annual Report 2006 — Corporate Governance
. Compensation for acting members of governing bodies
The following compensations were paid in 2006:
board of Directors
The members of the Board of Directors (all non-executive) received aggregate
compensation including bonuses amounting to a total of CHF 300,000 in fiscal
year 2006. Three of the current members of the Board of Directors receive no
compensation. The compensation during fiscal year 2006 to three members of
the Board of Directors, who ended their function as an active member during
2006, amounted to CHF 89,672.
Group Executive Committee
The members of the Group Executive Committee received an aggregate compensation
amounting to CHF 8,722,917 in fiscal year 2006, of which CHF 549,256
correspond to post-employment pension and other benefits. In addition, the
expense in the fiscal year 2006 related to the Restricted Share Unit plan of
members of the Group Executive Committee amounted to CHF 1,488,000.
No additional severance payments were made during fiscal year 2006 to members
of governing bodies, who ended their functions during 2006.
. Compensations for former members of governing bodies
During fiscal year 2006, no compensation was paid to any members of governing
bodies, who ended their function in 2005 or at an earlier date.
. Share allotment in the year under review
No shares were allotted in fiscal year 2006.
. Share ownership
As of December 31, 2006, non-executive Board members and parties closely
linked to them held a total of 58,133 shares in Dufry Ltd. Mr Luis Andrés Holzer
Neumann, and certain of his family members are also the beneficiaries of a
trust that controls Petrus PTE Ltd.
The members of the Group Executive Committee and parties closely linked to
such persons, held no shares in Dufry Ltd as of December 31, 2006.
.6 options
The Company has no traditional option plans outstanding. However, it has approved
a Restricted Stock Unit (RSU) plan. Beneficiaries of this plan are certain
members of the Dufry Group management. From an economic point of view, the
Restricted Stock Units are stock options with an exercise price of nil.

aLLoTMENT yEaR
RSu hELD aS oF DECEMbER , 006
vESTING DaTE
vESTING CoNDITIoN
ExERCISE DaTE
SubSCRIPTIoN RaTIo
ExERCICE PRICE IN ChF
Dufry Annual Report 2006 — Corporate Governance
RSus or options held by board members
None
RSus or options held by members of the Group Executive Committee
2006
100,000
January 1, 2007
Share price at vesting date is equal or higher than CHF 80.80
(average share price of 10 trading days preceding vesting date)
January 1, 2008
1:1
0
The 100,000 RSUs would, if vested, represent 100,000 shares, i.e. 0.71% of the
total current ordinary share capital of Dufry Ltd.
. additional fees and remuneration
At the exception of Mr. Xavier Bouton who received CHF 250,000 for strategic
consulting services provided to the Company during the year 2006, there are no
additional fees or remunerations billed to Dufry Ltd or one of its subsidiaries by
members of the Board of Directors and the Group Executive Committee or parties
closely linked to such persons as defined in the SWX directive.
. Loans granted to governing bodies
Neither Dufry Ltd nor any of its subsidiaries have granted any guarantees or
outstanding loans, advances or credits to members of the Board of Directors or
to members of the Group Executive Committee.
. highest total compensation
The highest total compensation paid to a member of the Board of Directors in
2006 was CHF 100,000 gross. No shares and no options were allocated.

Dufry Annual Report 2006 — Corporate Governance
6. ShaREhoLDERS’ PaRTICIPaTIoN RIGhTS
6. voting rights and representation
Each share recorded as share with voting rights in the share register confers
one vote on its registered holder. Every shareholder may be represented at the
Meeting of Shareholders by any person who is authorized to do so by a written
proxy. A proxy does not need to be a shareholder. Shareholders entered in the
share register as shareholders with voting rights on a specific qualifying date
designated by the Board of Directors shall be entitled to vote at the Meeting of
Shareholders and to exercise their votes at the Meeting of Shareholders.
6. Quorums
The Meeting of Shareholders shall be duly constituted irrespective of the number
of shareholders present or of the shares represented. Unless the law or
Articles of Incorporation provide for a qualified majority, an absolute majority of
the votes represented at a Meeting of Shareholders is required for the adoption
of resolutions or for elections, with abstentions, blank and invalid votes having
the effect of “no” votes. The Chairman of the Meeting shall have a casting vote.
A resolution of the Meeting of Shareholders passed by at least two thirds of
the votes represented and the absolute majority of the nominal value of shares
represented, shall be required for:
1. a modification of the purpose of the Company
2. the creation of shares with increased voting powers
3. restrictions on the transfer of registered shares and the removal of such
restrictions
4. restrictions on the exercise of the right to vote and the removal of such
restrictions
5. an authorized or conditional increase in share capital
6. an increase in share capital through the conversion of capital surplus,
through a contribution in kind or in exchange for an acquisition of assets,
or a grant of special benefits upon a capital increase
7. the restriction or denial of pre-emptive rights
8. the change of the place of incorporation of the Company
9. the dismissal of a member of the Board of Directors
10. an increase in the maximum number of members of the Board of Directors
11. other matters where statutory law provides for a corresponding quorum
6. Convocation of the Meeting of Shareholders
The Meeting of Shareholders shall be called by the Board of Directors or, if
necessary, by the Auditors. One or more shareholders with voting rights representing
in aggregate not less than 10% of the share capital can request, in
writing, that a Meeting of Shareholders shall be convened. Such request must
be submitted to the Board of Directors, specifying the items and proposals to
appear on the agenda.
The Meeting of Shareholders shall be convened by notice in the Swiss Official
Gazette of Commerce (SOGC) not less than 20 days before the date fixed for the
Meeting. Registered shareholders will also be informed by ordinary mail.

Dufry Annual Report 2006 — Corporate Governance
6. agenda
The invitation for the Meeting of Shareholders shall state the day, time and
place of the Meeting, and the items and proposals of the Board of Directors and
the shareholders who demand that the Meeting of Shareholders be called or
that items be included in the agenda.
One or more shareholders with voting rights whose combined holdings represent
an aggregate nominal value of at least CHF 1,000,000 may request that an
item be included in the agenda of a Meeting of Shareholders. Such a request
must be made in writing to the Board of Directors at the latest 60 days before
the Meeting and shall specify the agenda items and the proposals made.
6. Registration in the share register
The record date for the inscription of registered shareholders into the share
register in view of their participation in the Meeting of Shareholders is defined
by the Board of Directors. It is usually 19 days before the Meeting. Shareholders
who dispose of their shares before the Meeting of Shareholders are no longer
entitled to vote.
. ChaNGE oF CoNTRoL aND DEFENCE MEaSuRES
. Duty to make an offer
The Articles of Incorporation of the Company contain neither an opting-out nor
an opting-up provision (Art. 22 SESTA).
. Clauses on change of control
In case of change of control or in any event which would trigger a mandatory
offer pursuant to the Stock Exchange and Securities Trading Act (SESTA) with
respect to the Company, the Restricted Stock Units awarded to the RSU plan
participants shall vest immediately.

6
Dufry Annual Report 2006 — Corporate Governance
. auDIToRS
. Group auditors and Statutory auditors, duration of mandate and term of
office of lead auditor
Pursuant to the Articles of Incorporation, the Statutory and Group Auditors shall
be elected every year. The Statutory and the Group Auditors may be re-elected.
Ernst & Young Ltd acted as Statutory and Group Auditors of the Company and
has held the mandate of external auditor of the Company since its inception
in 2004. Bruno Chiomento has been the auditor in charge for the consolidated
financial statements of the Company and the statutory financial statements as
of December 31, 2006. He took the existing auditing mandate in 2005.
. auditing fee
During fiscal year 2006, Dufry agreed with Ernst & Young Ltd to pay a fee of CHF
1,100,000 for services in connection with auditing the statutory annual financial
statements of Dufry Ltd and the consolidated statements of the Dufry Group.
. additional fees
Additional fees amounting to CHF 590,000 were paid to Ernst & Young Ltd for
audit related services.
. Supervisory and control instruments pertaining to the audit
The Audit Committee as a committee of the Board of Directors reviews and
evaluates the performance and independence of the Group and Statutory Auditors
each year. The Audit Committee determines the scope of the external audit,
audit plans and relevant processes with the auditors and discusses the results
of the respective audits with the external auditors. Representatives of the Group
Auditors are regularly invited to meetings of the Audit Committee, namely to
attend during those agenda points that dealt with accounting, financial reporting
or auditing matters. In addition, the Audit Committee reviews regularly the
internal audit scope, the audit plans and the results of the internal audits. During
the fiscal year 2006, the Audit Committee held 4 meetings. The Group and
Statutory Auditors were present at 2 of those meetings.

Dufry Annual Report 2006 — Corporate Governance
. INFoRMaTIoN PoLICy
Dufry is committed to open and transparent communication with its shareholders,
financial analysts, potential investors, the media, customers, suppliers and
other interested parties.
Dufry Ltd publishes its financial reports on an annual and half-year basis. Dufry
also publishes by media release condensed financial information for the
first and third quarter of each fiscal year. The annual and half-year reports and
media releases containing financial information are available on the Company
website.
In addition, Dufry organizes presentations and conference calls with the financial
community and media to further discuss details of the reported earnings or
on any other matters of importance. The Company undertakes roadshows for
institutional investors on a regular basis.
Details and information on the business activities, company structure, financial
reports, media releases and investor relations are available on the Dufry website
www.dufry.com.
Web-links regarding the SWX push- / pull-regulations concerning ad-hoc publicity
issues are http://www.dufry.ch/new-index/new-mediarelease.htm and
http://www.dufry.ch/new-index/new-latest.htm, respectively.
For the Investor Relations and Corporate Communications contacts as well
as a summary of anticipated key dates in 2007 please refer to page 111 of this
Annual Report.

ChIEF FINaNCIaL oFFICER
MaNaGEMENT DISCuSSIoN aND
aNaLySIS oF RESuLTS
Dufry Annual Report 2006 — Chief Financial Officer
Dear all,
Fiscal year 2006 was another period of strong growth and outstanding financial
results for Dufry Group. Apart from organic growth, we started a series of new
activities and made an important acquisition in Brazil in March 2006, which has
been included in the consolidated results for nine months. Dufry also did some
major capital market transactions. The following comments outline the main
elements of our performance in 2006:
Turnover. In 2006, turnover increased by 51% to CHF 1,436.3 million from CHF
949.8 million in 2005. Of this increase, 8% is based on organic growth, 10%
on new concessions and 33% is due to acquisitions. Net sales amounted to
CHF 1,403.8 million and accounted for 97.7% of turnover in 2006 compared to
98.2% in 2005. The balance was generated through advertising income from
suppliers.
We grew organically, with new concessions and with acquisitions in all our three
strategic areas (Mediterranean basin, Latin America and Caribbean, and Asia)
across our five Regions.
Europe increased its net sales by 13.1% to CHF 370.5 million in 2006 from CHF
327.5 million in 2005. Italy, our main market in this region grew by 14.7% due to
solid organic growth and the full year impact of our Rome operations. During
2006, we also started operations in Spain, where we opened shops in Tenerife,
Mallorca and Bilbao; other changes in the concession portfolio of this region
include the closing of shops in Paris and Marseille as well as the sale of our
operations in Israel.
Net sales in Region Africa rose by 14.4% to CHF 146.4 million from CHF 127.9
million in 2005. We experienced very dynamic growth in Morocco, with the full
year consolidation of operations started during 2005 and additional shops
opened during 2006, mainly in Marrakech airport. In 2006, we also started our
activity in Algier airport with two duty free shops and signed a new contract to
operate in Sharm–El Sheik airport, Egypt.
Region Eurasia generated net sales of CHF 187.2 million, 24.9% growth compared
to CHF 149.9 million in 2005. This increase was mainly due to the performance
of our business in Moscow, new shops in Singapore and in Sharjah
(United Arab Emirates), where we opened two new shops and the refurbishment
of our main shops in 2005 also boosted sales. In addition, we also started
activities in Belgrade, and we signed new contracts to start operating in Hong
Kong during 2007 and to operate more than 3,300 m 2 in Moscow Sheremetyevo
airport.
Region North America & Caribbean increased net sales by 17.0% to CHF 328.0
million from CHF 280.4 million in 2005, excluding the cruise line operations
and Bolivia, which were transferred to region South America. Apart from this,
North America & Caribbean had other important changes in scope and also

Dufry Annual Report 2006 — Chief Financial Officer
experienced one-off effects. Our operation in Dominican Republic, which we
started in late 2005, increased its contribution due to the full year effect and
opening of new shops in 2006. Net sales also increased due to the start up of
the operations in Turks & Caicos and the full year consolidation of the Young
Caribbean Group, which we acquired in the last quarter of 2005. On the other
side, the increase was partially absorbed by the reduction of the activity in
some Caribbean areas, mainly the Mexican Riviera, due to the devastating
effects of Hurricane Wilma in late 2005, which continued to impact on most
of 2006.
Region South America, which includes the newly acquired Brazilian operations,
the Bolivian and cruise line operations that were transferred from region North
America & Caribbean to region South America in 2006, achieved net sales of
CHF 371.6 million in 2006 compared to CHF 47.1 million in 2005.
Gross Profit. Gross profit jumped 57.6% to CHF 744.4 million in 2006 from CHF
472.2 million in 2005. The gross margin increased by 2.1 percentage points to
51.8% in 2006 from 49.7% in 2005. In the last three years the gross margin has
increased from 46.4% in 2003 to the current 51.8%. These improvements are
the result of the strategic focus on the most profitable product categories, like
perfumes & cosmetics and luxury products, strengthened presence in emerging
markets, and improved supplier partnerships, thanks to increased presence
in airports worldwide.
Selling Expenses. Selling expenses, net amounted to CHF 286.0 million or
19.9% of turnover compared to CHF 171.7 million or 18.1% in 2005. The increase
of the selling expenses as a percentage of turnover is mainly due to
higher concession fees of new shop locations.
Personnel Expenses. In 2006, Personnel expenses were CHF 179.5 million
compared to CHF 123.2 million in 2005. This increase reflects the higher number
of employees within our Group, as a result of our expansion through acquisitions
and new concessions. As of December 31, 2006, the number of employees
was at 6,526 compared to 4,419 at year end of 2005. Personnel expenses
as a percentage of turnover decreased to 12.5% for 2006 compared to 13.0%
for 2005.
General expenses. General expenses, net amounted to CHF 118.4 million in
2006, compared to CHF 77.2 million in 2005, mainly due to the new activities;
expressed as percentage of turnover, the ratio slightly increased from 8.1% in
2005 to 8.2% in 2006.
EbITDa. In 2006, EBITDA (before other operational income / expenses) increased
by 60.2% to CHF 160.5 million, compared to CHF 100.1 million in 2005.
The EBITDA-margin improved by 0.7 percentage points to 11.2% in 2006 from
10.5% in 2005. The improvement in the margin is mainly attributable to the
increase in Gross Profit, combined with a slight reduction on the weight of personnel
expenses. These improvements more than compensate the increase in
selling expenses.

0
Dufry Annual Report 2006 — Chief Financial Officer
Depreciation & amortization. Depreciation & amortization rose to CHF 50.0
million in 2006 from CHF 23.7 million in 2005. The increase is in part due to
higher depreciation related to capital expenditure for new projects (CHF 26.2
million in 2006, compared to CHF 17.1 million in 2005), but predominantly attributable
to the amortization of concession rights generated after the acquisitions
of new businesses, particularly the Brazilian operations.
EbIT. EBIT for 2006 increased to CHF 169.2 million compared to CHF 71.5 million
for 2005. EBIT in 2006 includes CHF 58.7 million profit of “Other operating
income / expenses” related to several transactions and events. The most important
of which, was the sale of the shares of Dufry South America Ltd in the
course of the IPO in Brazil and Luxembourg. Also included are the losses and
subsequent insurance compensation related to Hurricane Wilma, costs related
to one-off restructuring, especially in Europe, and initial costs related to new
projects in North America and Caribbean, the region with the most changes in
scope.
Financial Result. The net financial expenses were CHF 30.7 million in 2006,
compared to CHF 5.7 million in 2005. As a result of our acquisitions during
2006, which were largely financed through debt, the interest expenses rose to
CHF 35.7 million, compared with CHF 7.9 million in 2005.
Taxes. The tax rate of the Group is affected by the mix of the profitable operating
companies, which have a wide range of taxation regimes from 0% to about 40%.
In 2006, total taxes amounted to CHF 13.9 million, compared to CHF 13.4 million
in 2005. Expressed as percentage of EBT, the tax rate decreased to 10.0%
from 20.3%. The improvement was mainly due to the one-off effects, materially
the net gain resulting from the sale of shares in Dufry South America (DSA) and
restructuring costs. Without those effects, the tax rate would have remained at
a similar level to 2005, supported by the tax optimization initiatives started in
previous years.
Net Earnings. Net earnings for the Group more than doubled to CHF 124.6
million in 2006 from CHF 52.7 million in 2005. The earnings attributable to the
equity holders of the parent rose to CHF 107.7 million in 2006 from CHF 41.6
million in 2005. Minority interest was at CHF 16.9 million in 2006, compared to
CHF 11.1 million in 2005. The increase in minority interest is mainly due to the
integration of the Brazilian activities in 2006 at 20%, and it will change substantially
in 2007, as minority interest will represent 49% in Dufry South America
(DSA) going forward.

CoNSoLIDaTED INCoME STaTEMENTS
In thousands of CHF
Net sales
Advertising income
Turnover
Cost of sales
GRoSS PRoFIT
Selling expenses, net
Personnel expenses
General expenses, net
EbITDa
Depreciation and amortization
Other operational profit / (loss)
EbIT
Income from associates
Financial expenses
EbT
Income taxes, net
NET EaRNINGS
Attributable to :
Equity holders of the parent
Minority interest
Dufry Annual Report 2006 — Chief Financial Officer
006
auDITED
1,403,758
32,537
, 6,
691,925
, 0
285,989
179,469
118,413
60,
50,046
58,749
6 , 0
–
30,739
, 6
13,883
, 0
107,714
16,866
%
00.0 %
. %
19.9 %
12.5 %
8.2 %
. %
3.5 %
. %
.6 %
. %
00
auDITED
932,892
16,938
, 0
477,615
,
171,691
123,214
77,165
00,
23,665
(5,005)
,
398
5,748
66,
13,439
,6 6
41,560
11,126
00.0 %
Liquidity and Capital Resources. As of December 31, 2006, Dufry had a net debt
of CHF 513.4 million compared to CHF 47.0 million by year end of 2005. During
2006, the Company successfully negotiated new credit facilities with improved
conditions, extended duration and higher credit lines available. The increase in
net debt is due to the acquisitions executed during fiscal year 2006, Brazil (CHF
505 million) and Puerto Rico (CHF 175 million), and was partially mitigated by
the DSA IPO proceeds (CHF 228 million).
The equity increased to CHF 655.1 million as of December 31, 2006 from CHF
446.0 million at December 31, 2005.
Net Cash from operating activities. Net cash from operating activities increased
to CHF 122.5 million from CHF 56.9 million in 2005. The increase is
mainly due to the improved profitability of the Group and new operations.
%
. %
18.1 %
13.0 %
8.1 %
0. %
2.5 %
. %
.0 %
. %

Dufry Annual Report 2006 — Chief Financial Officer
From a financial perspective, 2006 has been another exciting year: We have
continued our expansion into new markets, like Brazil, Spain, Belgrade, Algeria,
Hong Kong and Puerto Rico and at the same time we have reinforced Dufry´s
concession portfolio, especially improving its duration and diversification. The
strong performance of our business, based on organic growth and refurbishments
done in 2005, the growth into new activities and our diversified basis, allowed
us to absorb the costs incurred for the restructuring and for the starting
of several operations during the year. In addition to this, we have continued with
projects on IT systems, HR policies and financial procedures to generate synergies
and to improve the control.
In 2006 Dufry has continued to deliver on its strategy of combining a strong
operational focus in travel retail (organic growth of 8%, further improvements
in the gross margins and enhancement of our concession portfolio) with an
excellent track record of financial transactions (two major acquisitions in Brazil
and Puerto Rico, IPO of Dufry South America Ltd in Brazil and Luxemburg, and
a full restructuring of debt).
I would like to thank our shareholders and investors, the analysts covering us,
our financial institutions, professional services providers, and particularly our
team, for their support and contribution to what has been an amazing 2006.
Xavier Rossinyol

This Annual Report contains certain forward-looking statements, which can be
identified by terms like “believe”, “assume”, “expect” or similar expressions, or
implied discussions regarding potential new projects or potential future revenues,
or discussions of strategy, plans or intentions. Such forward-looking state-
ments involve known and unknown risks, uncertainties and other factors that
may cause actual results to be materially different from any future results, performance
or achievements expressed or implied by such statements. All forward-looking
statements are based only on data available to Dufry at the time
of preparation of this Annual Report. Dufry does not undertake any obligation
to update any forward-looking statements contained in this Annual Report as a
result of new information, future events or otherwise.
PuBLISHER Dufry Ltd, Basel
cONcEPT, PRODucTION Tolxdorff & Eicher Consulting, Horgen
DESIGN MetaDesign, Zurich
PRINT Printlink, Zurich
© Dufry Ltd 2007

A TRAVEL RETAILER MORE THAN 440 SHOPS WORLDWIDE / OVER 300 MILLION TRAVELLERS
EVERY YEAR. A GLOBAL AMBITION