A GLOBAL AMBITION ANNuAL REPORT 2006 - Dufry

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.