Autogrill

M&A Activity • Feb 8, 2023

Extract pursuant to Article 129 of the Issuers Regulation concerning the provisions falling within the scope of Article 122 of the Consolidated Financial Act and contained in the "Relationship Agreement" entered into by Dufry, Edizione and Schema Beta and in the "Amendment Agreement" to the Combination Agreement entered into by the same parties

Basel-Treviso, 8 February 2023

Pursuant to Article 122 of Legislative Decree No. 58 of 24 February 1998 (the "Consolidated Financial Act") and Article 129 of the regulation adopted by CONSOB with resolution No. 11971 of 14 May 1999 (the "Issuers Regulation"), Dufry AG ("Dufry"), Edizione S.p.A. ("Edizione") and Schema Beta S.p.A. ("Schema Beta" and, together with Dufry and Edizione, the "Parties") hereby notify the following.

On 11 July 2022, Dufry, on the one hand, and Edizione and Schema Beta, on the other hand, entered into a combination agreement (the "Combination Agreement") to govern a strategic business combination between Dufry and Autogrill S.p.A. ("Autogrill"), a company that was at that time controlled by Schema Beta, and indirectly by Edizione (the "Transaction").

Following the fulfilment of the conditions precedent set forth in the Combination Agreement, the closing of the Transaction occurred on 3 February 2023, in particular: (i) Schema Beta transferred its controlling stake in Autogrill (equal to 50.3% of the share capital) to Dufry; (ii) as a result of this transfer, Dufry launched a mandatory public exchange offer over the remaining Autogrill shares (see the press release pursuant to Article 102 of the notice pursuant to Article 102 of the Consolidated Financial Act published by Dufry on 3 February 2023); and (iii) the Parties entered into a relationship agreement (the "Relationship Agreement") related to the governance of Dufry (the new parent company of Autogrill) and the transfer of the shares held in it by Schema Beta.

Since certain provisions of the Relationship Agreement fall within the scope of Article 122 of the Consolidated Financial Act with reference to a company (Dufry) that controls a listed company (Autogrill), the Parties comply with the disclosure formalities required by such provision of law and the related regulations, including the drafting of this extract pursuant to Article 129 of the Issuers Regulation.

Moreover, the Parties entered into an agreement setting out certain amendments to the Combination Agreement (the "Amendment Agreement"), which contains certain provisions relating to Dufry that, taking into account the acquisition by Dufry of the control over Autogrill, are published pursuant to Article 122 of the Consolidated Financial Act.

The abovementioned provisions of the Relationhsip Agreement and of the Amendment Agreement fall under Article 122, para. 1 and 5.(b), of the Consolidated Financial Act, and concern no. 30,663,329 Dufry shares held by Schema Beta, representing 25.25% of the issued share capital represented by Dufry shares with voting rights (issued as at the date of this extract).

The essential information pursuant to Article 130 of the Issuers Regulation concerning these provisions will be published, in the manner and within the terms prescribed by law, on Autogrill website.