On August 18, 2020, Hudson Ltd. (“Hudson”) entered into a definitive merger agreement with Dufry AG (“Dufry”) and its indirect wholly owned subsidiary, Dufry Holdco Ltd. (“Merger Sub”) (the “merger agreement”). Pursuant to the terms of the merger agreement and a related statutory merger agreement (the “statutory merger agreement”), Merger Sub will be merged with and into Hudson, with Hudson surviving the merger as an indirect wholly owned subsidiary of Dufry (the “merger”).

If the merger is completed, holders of Hudson Class A common shares of par value $0.001 each (the “Class A common shares”) (other than Hudson, Dufry or any of their respective subsidiaries) will have the right to receive $7.70 in cash, without interest and less any applicable withholding taxes, for each Class A common share that they own immediately prior to the effective time of the merger unless they have properly exercised appraisal rights for such shares in accordance with the Companies Act 1981 of Bermuda (the “Bermuda Companies Act”). The purchase price represents a premium of approximately 50.1% over Hudson’s closing share price on August 18, 2020, the last trading day prior to the announcement that Hudson had entered into the merger agreement and a premium of approximately 63.1% based on the volume weighted average price of $4.72 per share during the 30 days ended on the same date.

We will hold a special general meeting of our shareholders at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda in connection with the proposed merger on [•], 2020 at [•] (the “special general meeting”) (unless the special general meeting is adjourned or postponed). The special general meeting is not being held in the United Kingdom due to current travel restrictions of the COVID-19 pandemic, and Hudson intends to continue to maintain United Kingdom tax residence and shareholder meetings based in the United Kingdom will resume as soon as possible. Attendance at the special general meeting will be limited to virtual attendance and the proceedings of the special general meeting are scheduled to be held exclusively online via live webcast. The special general meeting can only be accessed by visiting [•] (the “virtual meeting website”), where you will be able to attend the special general meeting and vote. Please note you will not be able to attend the special general meeting in person. We have chosen to adopt these arrangements for virtual attendance rather than permit in-person attendance given the current public health implications of the COVID-19 pandemic and our desire to promote the health and welfare of our shareholders.

At the special general meeting (or any adjournment or postponement thereof), shareholders will be asked to vote on the proposal to approve and adopt the merger agreement and the statutory merger agreement, as each may be amended from time to time. The affirmative votes of a majority of the votes cast by holders of the Class A common shares and Class B common shares (of par value $0.001 each) of Hudson (voting as a single class) in attendance via the virtual meeting website or represented by proxy at the special general meeting and entitled to vote on such proposal must vote “FOR” the merger proposal to approve and adopt the merger agreement and the statutory merger agreement and the transactions contemplated thereby, including the merger (the “merger proposal”).

Pursuant to the merger agreement, Dufry has irrevocably agreed to cause its subsidiaries to vote all shares of Hudson held by such subsidiaries in favor of the approval and adoption of the merger agreement and the statutory merger agreement at the special general meeting, which shares represent approximately 93.1% of the total voting power of all Hudson shares, which is sufficient to approve the merger proposal at the special general meeting.

We cannot complete the merger unless Hudson shareholders approve and adopt the merger agreement and the statutory merger agreement. Whether or not you are able to attend the special general meeting via the virtual meeting website, please complete, sign and date the enclosed proxy card and return it in the

envelope provided or vote by telephone (at the toll-free number indicated on the proxy card) or via the internet (at the voting site indicated on the proxy card) as promptly as possible so that your shares may be represented and voted at the special general meeting (or any adjournment or postponement thereof).

A special committee of the Hudson board of directors composed solely of independent and disinterested directors (the “special committee”) reviewed and considered the terms and conditions of the merger agreement, the statutory merger agreement, the merger and the other transactions contemplated by the merger agreement and the statutory merger agreement. After careful consideration, the special committee unanimously recommended that the Hudson board of directors determine that the merger consideration offered for each Class A common share constitutes “fair value” in accordance with the Bermuda Companies Act and adopt resolutions approving and declaring advisable the transactions contemplated by the merger agreement and the statutory merger agreement and recommending that the Hudson shareholders approve and adopt the merger agreement, the statutory merger agreement and the transactions contemplated thereby including the merger.

After careful consideration, the Hudson board of directors, acting upon the unanimous recommendation of the special committee, by unanimous resolution of members in attendance at such meeting, has determined that the merger consideration offered for each Class A common share constitutes “fair value” in accordance with the Bermuda Companies Act and that the merger and the other transactions contemplated by the merger agreement and the statutory merger agreement are fair to and in the best interests of Hudson shareholders and has approved the merger agreement and the statutory merger agreement and the transactions contemplated thereby, including the merger. The Hudson board of directors recommends that Hudson shareholders vote “FOR” the merger proposal.

The obligations of Hudson and Dufry to complete the merger are subject to the satisfaction or waiver of certain conditions. The accompanying shareholder circular contains detailed information about Hudson, the special general meeting, the merger agreement, the statutory merger agreement, the merger and the other transactions contemplated by the merger agreement and the statutory merger agreement.

If you have any questions or need assistance voting your shares of Hudson, please contact us at investorrelations@hudsongroup.com.

Thank you for your consideration of this matter.

HUDSON IS A “FOREIGN PRIVATE ISSUER” WITHIN THE MEANING OF RULE 3B-4 OF THE EXCHANGE ACT OF 1934, AS AMENDED, AND AS A RESULT, HUDSON IS NOT REQUIRED TO COMPLY WITH U.S. PROXY REQUIREMENTS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE STATUTORY MERGER AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND THE STATUTORY MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING SHAREHOLDER CIRCULAR IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS SHAREHOLDER CIRCULAR WILL NOT BE FILED WITH ANY GOVERNMENT OR REGULATORY AUTHORITY IN BERMUDA. NEITHER THE BERMUDA MONETARY AUTHORITY NOR THE REGISTRAR OF COMPANIES IN BERMUDA ACCEPTS ANY RESPONSIBILITY FOR HUDSON’S FINANCIAL SOUNDNESS OR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS SHAREHOLDER CIRCULAR.

The accompanying shareholder circular is dated [•], 2020 and, together with the enclosed form of proxy, is first being mailed to Hudson shareholders on or about [•], 2020.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL GENERAL MEETING VIA THE VIRTUAL MEETING WEBSITE, PLEASE VOTE OVER THE INTERNET OR BY TELEPHONE PURSUANT

TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS, OR BY MAIL BY COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE SPECIAL GENERAL MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY VIA THE VIRTUAL MEETING WEBSITE, YOU MAY DO SO.

A shareholder who has given a proxy may revoke it at any time before it is exercised at the special general meeting by: (i) attending the special general meeting and voting via the virtual meeting website; (ii) submitting a further proxy by the internet or telephone (only the last proxy appointed by each shareholder of record will be counted), provided that the shareholder does so before 11:59 p.m. Eastern Time on [•]; (iii) delivering a written notice, at the address given below, bearing a date later than that indicated on the proxy card or the date such shareholder appointed its proxy by internet or telephone, but prior to the date of the special general meeting, stating that the proxy is revoked; or (iv) signing and delivering a subsequently dated proxy card prior to the vote at the special general meeting.

You should send any written notice or new proxy card to Vote Processing, c/o Broadridge, at 51 Mercedes Way, Edgewood, NY 11717, USA.

If you are a registered holder you may request a new proxy card by calling Broadridge at 1-800-690-6903, or visit http:// www.proxyvote.com to submit a request online.

If your shares are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares or obtain a proxy, executed in your favor, from that record holder giving you the right to vote the shares at the special general meeting.

The shareholder circular of which this notice forms a part provides a detailed description of the merger agreement, the statutory merger agreement, the merger and the other transactions contemplated by the merger agreement and the statutory merger agreement. We urge you to read the shareholder circular, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the merger or the shareholder circular, would like additional copies of the shareholder circular or need help voting your Hudson Class A common shares or Hudson Class B common shares, please contact Hudson at: investorrelations@hudsongroup.com

This shareholder circular, and the documents incorporated by reference or otherwise referred to in this shareholder circular, contain forward-looking statements.

Forward-looking statements are based on Hudson’s beliefs and assumptions and on information currently available to Hudson, and include, without limitation, statements regarding Hudson’s business, financial condition, strategy, results of operations, certain of our plans, objectives, assumptions, expectations, prospects and beliefs and statements regarding other future events or prospects. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “seek,” “anticipate,” “estimate,” “predict,” “potential,” “assume,” “continue,” “may,” “will,” “should,” “could,” “shall,” “risk” or the negative of these terms or similar expressions that are predictions of or indicate future events and future trends.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Hudson cautions you that forward-looking statements are not guarantees of future performance and that Hudson’s actual results of operations, financial condition and liquidity, the development of the industry in which Hudson operates and the effect of acquisitions on Hudson may differ materially from those made in or suggested by the forward-looking statements contained in this shareholder circular. In addition, even if Hudson’s results of operations, financial condition and liquidity, the development of the industry in which Hudson operates and the effect of acquisitions on Hudson are consistent with the forward-looking statements contained in this shareholder circular, those results or developments may not be indicative of results or developments in subsequent periods. Although these expectations may change, Hudson assumes no obligation to update or revise publicly any forward-looking statements whether as a result of new information, future events or otherwise. Forward-looking statements necessarily involve risks and uncertainties, many of which are outside of Hudson’s control that could cause actual results to differ materially from such statements and from Hudson’s historical results and experience.

Factors that may cause Hudson’s actual results to differ materially from those expressed or implied by the forward-looking statements in this shareholder circular include, but are not limited to the risks described under “Item 3. Key Information – D. Risk factors” of our Annual Report on Form 20-F for the year ended December 31, 2019 which may be accessed through the SEC’s website at https://www.sec.gov/edgar. For example, factors that could cause actual results to vary from projected results include, but are not limited to

Additional information about risks and uncertainties, and about the material factors or assumptions underlying such forward-looking statements may be found under “Item 3. Key Information—D. Risk factors” of our Annual Report on Form 20-F for the year ended December 31, 2019 which may be accessed through the SEC’s website at https://www.sec.gov/edgar. Hudson cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on forward-looking statements to make decisions with respect to the merger, shareholders and others should carefully consider the foregoing factors and other uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the merger or other matters attributable to Hudson or any other person acting on its behalf are expressly qualified in their entirety by the cautionary statements referenced above. The forward-looking statements contained in this shareholder circular speak only as of the date of this shareholder circular. Hudson undertakes no obligation to update or revise any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as may be required by law.

Hudson is one of the largest and most recognizable travel retailers in North America. Hudson owns and manages over 1,000 duty-paid and duty-free stores in 89 locations, including airports, commuter terminals, hotels and some of the most visited landmarks and tourist destinations in the world.

Hudson’s principal executive office is located at 4 New Square, Bedfont Lakes, Feltham, Middlesex TW14 8HA, United Kingdom. Hudson’s telephone number is +44 (0) 208 624 4300. Hudson’s internet website address is www.hudsongroup.com. The information provided on the Hudson website is not part of this shareholder circular and is not incorporated in this shareholder circular by reference by this or any other reference to its website provided in this shareholder circular.

Hudson Class A common shares are listed and trade on the NYSE under the symbol “HUD.”

Dufry is a leading global travel retailer with operations in 65 countries on six continents as of December 31, 2019, combining prime operations in developed markets with strong positions in emerging markets.

Dufry’s principal executive office is located at Brunngässlein 12, 4052 Basel, Switzerland. Dufry’s telephone number is +41 61 266 44 44.

Shares of Dufry are listed and trade on the SIX Swiss Stock Exchange under the symbol “DUFN.”

Merger Sub is an indirect wholly owned subsidiary of Dufry and was incorporated in August, 2020 for the purpose of completing the merger with Hudson. Merger Sub has not carried out any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the merger agreement and the statutory merger agreement.

Merger Sub’s registered office is located at Canon’s Court, 22 Victoria Street Hamilton HM 12, Bermuda. Merger Sub’s telephone number is +1-441-298-3300.

This shareholder circular is being provided to the shareholders of Hudson as part of a solicitation of proxies by the Hudson board for use at the special general meeting to be held at the time specified below, and at any properly convened meeting following an adjournment or postponement thereof. This shareholder circular provides shareholders of Hudson with the information they need to know to be able to vote or instruct their vote to be cast at the special general meeting or any adjournment or postponement thereof.

The special general meeting is scheduled to be held at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, with attendance permitted only online via live webcast on [•], 2020 at [•]. The special general meeting is not being held in the United Kingdom due to current travel restrictions of the COVID-19 pandemic, and Hudson intends to continue to maintain United Kingdom tax residence and shareholder meetings based in the United Kingdom will resume as soon as possible. The special general meeting can be accessed by visiting [•], where you will be able to attend the special general meeting, vote, and submit your questions during the special general meeting. We encourage you to allow ample time for online check-in, which will open at [•]. Please note that you will not be able to attend the special general meeting in person. We elected to adopt these arrangements given the current public health implications of the COVID-19 pandemic and our desire to promote the health and welfare of our shareholders.

We intend to mail the notice of the special general meeting, this shareholder circular and a proxy card to our shareholders of record on or about [•], 2020.

At the special general meeting, Hudson shareholders will be asked to consider and vote on a proposal to approve and adopt the merger agreement and the statutory merger agreement and the transactions contemplated thereby, including the merger (the “merger proposal”), which is further described in the sections entitled “Special Factors” and “The Merger Agreement,” beginning on pages 20 and 57, respectively, of this shareholder circular.

Hudson shareholders must approve the merger proposal. If Hudson shareholders fail to approve the merger proposal, the merger will not occur. Pursuant to the merger agreement, Dufry has irrevocably agreed to cause its subsidiaries to vote all shares of Hudson held by such subsidiaries in favor of the approval and adoption of the merger agreement and the statutory merger agreement at the special general meeting, which shares represent approximately 93.1% of the total voting power of all Hudson shares, which is sufficient to approve the merger proposal at the special general meeting without the affirmative vote of any other Hudson shareholder.

Hudson does not expect a vote to be taken on any other matters at the special general meeting or any adjournment or postponement thereof.

The special committee reviewed and considered the terms and conditions of the merger agreement, the statutory merger agreement, the merger and the other transactions contemplated by the merger agreement and the statutory merger agreement. After careful consideration, the special committee unanimously recommended that the Hudson board of directors determine that the merger consideration offered for each Hudson Class A common share constitutes “fair value” in accordance with the Bermuda Companies Act, and adopt resolutions approving and declaring advisable the transactions contemplated by the merger agreement and the statutory merger agreement and recommending that the Hudson shareholders approve and adopt the merger agreement, the statutory merger agreement and the transactions contemplated thereby. Certain factors considered by the special committee in reaching its decision described above can be found in the section entitled “Special Factors—Reasons for the merger; Recommendation of the special committee; Recommendation of the Hudson board of directors” beginning on page 30 of this shareholder circular.

After careful consideration, the Hudson board of directors, acting upon the unanimous recommendation of the special committee, by unanimous resolution of members in attendance at such meeting, has determined that the merger consideration offered for each Class A common share constitutes “fair value” in accordance with the Bermuda Companies Act, and approved the merger agreement, the statutory merger agreement, the merger and

the other transactions contemplated by the merger agreement and the statutory merger agreement, including the merger. Certain factors considered by the Hudson board of directors in reaching its decision to authorize and approve the merger agreement, the statutory merger agreement and the transactions contemplated thereby, including the merger can be found in the section entitled “Special Factors—Reasons for the merger; Recommendation of the special committee; Recommendation of the Hudson board of directors” beginning on page 30 of this shareholder circular.

The Hudson board of directors recommends that the Hudson shareholders vote “FOR” the merger proposal.

Only holders of record of Hudson Class A common shares and Class B common shares at the close of business on [•], 2020, the record date for the special general meeting, will be entitled to notice of, to attend, and to vote at, the special general meeting or any adjournments or postponements of the special general meeting. At the close of business on the record date, [•] Hudson Class A common shares and [•] Hudson Class B common shares were issued and outstanding and held by [•] holders of record.

Holders of record of Hudson Class A common shares are entitled to one vote for each Hudson Class A common share they own at the close of business in New York City on the record date and holders of record of Hudson Class B common shares are entitled to 10 votes for each Hudson Class B common share they own at the close of business on the record date.

Shareholders may not take action at the special general meeting unless there is a quorum present at the meeting. A meeting of shareholders is duly constituted, and a quorum is present, if there are one or more persons present at the meeting and representing in person or by proxy at least 15% of the total voting rights of all issued and outstanding shares in Hudson; provided that for so long as there are any Class B common shares issued and outstanding, at least one holder of Class B common shares shall be required to be present in person or represented by proxy to constitute a quorum.

Pursuant to the merger agreement, Dufry has irrevocably agreed to cause its subsidiaries to vote all shares of Hudson held by such subsidiaries in favor of the merger proposal, and the representation of such shares at the special general meeting is sufficient to constitute a quorum

Broker non-votes (as described below) will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes. Abstentions will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes.

Under applicable Bermuda law and Hudson’s bye-laws, approval and adoption of the merger agreement and the statutory merger agreement requires the affirmative vote of the majority of the votes cast by the holders of the Hudson Class A common shares and Class B common shares (voting as a single class) in attendance via the virtual meeting website or represented by proxy at the special general meeting and entitled to vote on such proposal.

Pursuant to the merger agreement, Dufry has irrevocably agreed to cause its subsidiaries to vote all shares of Hudson held by such subsidiaries in favor of the merger proposal at the special general meeting, which shares represent approximately 93.1% of the total voting power of all Hudson shares, which is sufficient to approve the merger proposal at the special general meeting without the affirmative vote of any other Hudson shareholder.

Broker non-votes occur when brokers holding shares in street name for beneficial owners do not receive instructions from the beneficial owners about how to vote their shares. An abstention occurs when a shareholder withholds such shareholder’s vote by checking the “ABSTAIN” box on the proxy card, or similarly elects to abstain via the virtual meeting website or telephone voting.

At the special general meeting, abstentions will be counted in determining whether a quorum is present but will not be considered votes on any proposal brought before the special general meeting. Because the vote required to approve the proposal described in this shareholder circular to be voted upon at the special general meeting is the affirmative vote of the majority of the votes cast by the holders of the Hudson Class A common shares and Class B common shares (voting as a single class) in attendance, an abstention with respect to any proposal will not have the effect of a vote for or against the relevant proposal, but will reduce the number of votes and therefore increase the relative influence of those shareholders voting.

If no instruction as to how to vote is given (including an instruction to abstain) in an executed, duly returned and not revoked proxy, the proxy will be voted “FOR” the merger proposal.

Broker non-votes are shares held by brokers and other record holders that are present or represented by proxy at the special general meeting, but with respect to which the broker or other record holder is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal. Based on current NYSE rules, because brokers and other record holders do not have discretionary voting authority with respect to either of the proposals described in this shareholder circular, if a beneficial owner of Hudson Class A common shares or Class B common shares held in “street name” does not give voting instructions to the broker or other holder of record, then those shares will not be voted at the special general meeting. Because the vote required to approve the proposal described in this shareholder circular to be voted upon at the special general meeting is the affirmative vote of the majority of the votes cast by the holders of the Hudson Class A common shares and Class B common shares (voting as a single class) in attendance, a failure to instruct your broker, bank or other nominee to vote your shares with respect to any proposal will not have the effect of a vote for or against the relevant proposal, but will reduce the number of votes and therefore increase the relative influence of those shareholders voting.

If you are a registered shareholder and you do not sign and return your proxy card or vote over the internet, by telephone or by attendance via the virtual meeting website, your shares will not be voted at the special general meeting and will not be counted for purposes of determining whether a quorum exists. Proxy cards that are returned without a signature will not be counted as present at the special general meeting and cannot be voted. Because the vote required to approve the proposal described in this shareholder circular to be voted upon at the special general meeting is the affirmative vote of holders of a majority of the Hudson Class A common shares and Class B common shares (voting as a single class) in attendance, if you are the record owner of your shares and you fail to vote it will not have the effect of a vote for or against any of the proposals, but will reduce the number of votes and therefore increase the relative influence of those shareholders voting.

At the close of business in New York City on the record date, directors and executive officers of Hudson and their affiliates were entitled to vote [•] shares of Hudson Class A common shares, or approximately [•]% of the Hudson Class A common shares issued and outstanding on that date. Dufry currently expects that all of Hudson’s directors and executive officers will vote their shares in favor of the merger proposal, other than one executive officer of Hudson who holds less than one percent of the outstanding Hudson Class A common shares and who has not decided how he or she will vote his or her shares. None of Hudson’s directors and executive officers is obligated to vote in favor of the proposal.

To participate in the special general meeting, visit [•] and enter the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.

If we experience technical difficulties during the special general meeting (e.g., a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any situation, we will promptly notify shareholders of the decision via [•]. If you encounter technical difficulties accessing our meeting or asking questions during the special general meeting, a support line will be available on the login page of the meeting website.

Please note that if your Hudson Class A common shares are held by a broker, bank or other nominee, and you wish to attend and vote at the special general meeting, you must obtain a proxy, executed in your favor, from your broker, bank or other nominee giving you the right to attend and vote your shares at the special general meeting.

You may also authorize the persons named as proxies on the proxy card to vote your shares by (i) signing, dating, completing and returning the proxy card by mail; (ii) by completing and submitting your proxy over the internet; or (iii) by submitting your proxy via telephone. Hudson encourages you to submit your proxy over the internet as Hudson believes this is the most cost-effective method for voting at the special general meeting. We also recommend that you submit your proxy as soon as possible, even if you are planning to attend the special general meeting, so that the vote count will not be delayed. The internet provides a convenient, cost-effective alternative to returning your proxy card by mail or submitting a proxy by telephone. If you submit a proxy via the internet, you may incur costs associated with electronic access, such as usage charges from internet access providers. If you choose to submit your proxy over the internet, there is no need for you to mail back your proxy card.

If you are a shareholder of record, there are three ways to vote by proxy:

If you return your signed proxy card without indicating how you want your Hudson Class A common shares to be voted with regard to a particular proposal, your Hudson Class A common shares will be voted in favor of each such proposal. Proxy cards that are returned without a signature will not be counted as present at the special general meeting and cannot be voted.

If your shares are held by your broker, bank or other nominee, you will receive a form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.

If you hold shares in more than one account, you may receive more than one proxy or voting instruction card. To be sure that all of your shares are represented at the meeting, you must submit your proxy or voting instructions with respect to each proxy or voting instruction card you receive.

A shareholder who has given a proxy may revoke it at any time before it is exercised at the special general meeting by:

If your shares are held by your broker, bank or other nominee, often referred to as held in “street name,” you will receive a form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.

Hudson has retained Broadridge as an independent tabulator to receive and tabulate the proxies.

Hudson will pay the cost of soliciting proxies for the special general meeting. Hudson may solicit by mail, telephone, personal contact and electronic means and arrangements are made with brokerage houses and other custodians, nominees and fiduciaries to send this shareholder circular to beneficial owners.

You should not send documents representing Hudson Class A common shares or Class B common shares with the proxy card. If the merger is completed, the paying agent for the merger will send you a letter of transmittal and instructions for exchanging your Hudson Class A common shares for the merger consideration.

The discussion of the merger in this shareholder circular is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this shareholder circular as Annex A and incorporated by reference into this shareholder circular, and the statutory merger agreement, a copy of which is attached as Annex B to this shareholder circular. You should read the merger agreement and the statutory merger agreement carefully as it is the legal document that governs the merger.

Pursuant to the terms of the merger agreement and the statutory merger agreement, at the effective time of the merger, Merger Sub will be merged with and into Hudson. As a result of the merger, the separate existence of Merger Sub will cease, and Hudson will be the surviving company of the merger as an indirect wholly owned subsidiary of Dufry.

At the effective time of the merger, each outstanding Hudson Class A common share (other than any shares held by Hudson (as treasury shares), Dufry, Merger Sub or any other subsidiary of Dufry or Hudson, or any shareholder who has properly exercised appraisal rights in accordance with the Bermuda Companies Act) will be automatically converted into the right to receive $7.70 in cash, without interest and less any applicable withholding taxes.

Upon consummation of the merger, your Class A common shares will no longer be outstanding and will automatically be canceled and cease to exist in exchange for payment of the merger consideration described above unless you have properly exercised appraisal rights in accordance with the Bermuda Companies Act. As a result, you will not own any shares of the surviving company, and you will no longer have any interest in its future earnings or growth. As a result of the merger, Hudson will cease to be a publicly-traded company and will be an indirect wholly owned subsidiary of Dufry. Following consummation of the merger, the surviving company will terminate the registration of Hudson Class A common shares on the NYSE and Hudson will no longer be subject to reporting obligations under the Exchange Act.

Upon consummation of the merger, each Hudson Class B common share, all of which are held indirectly by Dufry, will be converted into one fully paid and nonassessable common share of the surviving company without any further consideration payable in respect thereof. Each common share of Merger Sub issued and outstanding immediately prior to the effective time will be converted into and become one fully paid and nonassessable common share of the surviving company with the same rights, powers and privileges as the shares so converted and will, together with the each Hudson Class B common share converted into one fully paid and nonassessable common share of the surviving company, constitute the only issued and outstanding shares of the share capital of the surviving company.

Upon consummation of the merger, each outstanding restricted stock unit of Hudson with respect to which the applicable service-based and performance-based vesting conditions have been satisfied, will be cancelled and the holder thereof paid, in each case based on the merger consideration. As of the date of this shareholder circular, no determinations have been made regarding the treatment of Hudson unvested restricted stock units.

In addition, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors and officers of Hudson immediately prior to the effective time will be the directors and officers of the surviving company.

If, during the period between the date of the merger agreement and the effective time of the merger, any change in the outstanding Hudson Class A common shares occurs by reason of any reclassification, recapitalization, consolidation, sub-division (including reverse share split) or combination or any bonus issue thereon with a record date during such period, the merger consideration will be appropriately adjusted.

Hudson’s memorandum of association as in effect immediately prior to the completion of the merger will be the memorandum of association of the surviving company until thereafter changed or amended. The by-laws of Merger Sub as in effect immediately prior to the completion of the merger will be the by-laws of the surviving company until thereafter changed or amended, except that references to the name of Merger Sub will be replaced by the name of the surviving company.

If the merger agreement and the statutory merger agreement are not approved and adopted by Hudson shareholders or if the merger is not completed for any other reason, Hudson shareholders will not receive any payment for their Hudson Class A common shares in connection with the merger. Instead, Hudson will remain a stand-alone public company and controlled affiliate of Dufry and Hudson Class A common shares will continue to be listed and traded on the NYSE. In addition, if the merger is not completed, Hudson shareholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the industry in which Hudson operates, market volatility and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is likely that the price of Hudson Class A common shares will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Hudson Class A common shares would return to the price at which it trades as of the date of this shareholder circular.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your Hudson Class A common shares. If the merger agreement and statutory merger agreement are not approved and adopted by Hudson shareholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Hudson will be offered or that Hudson’s business, prospects or results of operation will not be adversely impacted.

Dufry anticipates that Hudson’s operations will, after the effective time of the merger, be conducted substantially as they are currently being conducted, except that Hudson will cease to be a publicly traded company and will instead be an indirect wholly owned subsidiary of Dufry.

Other than as described in this shareholder circular and transactions already under consideration by Hudson, there are no present plans or proposals that relate to or would result in an extraordinary corporate transaction involving Hudson’s corporate structure or business, such as a merger, reorganization, liquidation, relocation of any material operations, or sale or transfer of a material amount of assets. However, Dufry will continue to evaluate Hudson’s entire business and operations from time to time. At this time, however, no actual agreement or understanding as to the particulars of any abovementioned plans has been determined or agreed upon.

Subsequent to the completion of the merger, and following the completion of the anticipated deregistration of the Class A common shares, the delisting from the NYSE and the termination of Hudson’s reporting obligations under the Exchange Act, Hudson will no longer be subject to the Exchange Act or the compliance and reporting requirements of the NYSE and the related direct and indirect costs and expenses, and therefore may experience positive effects on profitability as a result of the elimination of such costs and expenses.

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. The following chronology does not purport to catalogue every conversation among the Hudson board of directors, the special committee or the Dufry board of directors, or the representatives of each company, their respective advisors or any other persons.

Hudson has been a controlled affiliate of Dufry since Dufry completed its original acquisition of Hudson in 2008 and continued to be a controlled affiliate of Dufry following Hudson’s initial public offering, which was completed on February 5, 2018. See the section entitled “—Interests of Hudson’s Directors and Executive Officers in the Merger” beginning on page 53 of this shareholder circular for a summary of Dufry’s interests in Hudson. In connection with Hudson’s initial public offering in 2018, Dufry and Hudson entered into a master relationship agreement, which governs the relationship between Dufry and Hudson and requires Hudson to maintain a variety of commercial agreements with Dufry and its affiliates, including a franchising agreement and trademark license agreement. See the section entitled “Other Important Information Regarding Dufry and Merger Sub—Past Transactions and Contracts” beginning on page 83 of this shareholder circular for a summary of those transactions.

The board of directors and management of Dufry periodically and in the ordinary course of business review and assess the operations, prospects and strategic direction of Dufry and evaluate and consider a variety of possible financial and strategic opportunities to find synergies or cost-savings or otherwise enhance shareholder value as part of its long-term business plan, including with respect to its ownership interest in, and separate public listing of, Hudson.

On March 4, 2020 at a regularly scheduled meeting of the Dufry board of directors, among other matters, the Dufry board of directors discussed the operations, performance, prospects and strategic direction of Hudson. In connection with the foregoing, the Dufry board and management discussed the long-term strategy with respect to Hudson and its separate public listing and recent developments with respect to Hudson, including the severe effects the COVID-19 global pandemic had had on the operations, performance and prospects of Hudson, which were reflected in the trading prices of Hudson Class A common shares. In light of the foregoing, the board of directors and management discussed a range of potential strategic options with respect to Hudson, including an acquisition of the equity interests in Hudson it did not already own and the effect that the delisting and full-reintegration of Hudson as a privately held company could have on reducing Dufry’s operating complexity and eliminating certain expenses, burdens and constraints placed on companies that are subject to the public reporting requirements under U.S. federal securities laws, and instructed management to review and consider such options, including a potential take-private transaction.

In advance of a meeting of the Dufry board of directors on July 6, 2020, the Dufry board of directors and management, together with its financial advisor UBS AG (“UBS”), U.S. legal advisor Davis Polk & Wardwell LLP (“Davis Polk”) and Bermuda legal advisor, Appleby (Bermuda) Limited (“Appleby”), analyzed a range of potential strategic options with respect to Dufry’s ownership interest in Hudson and considered the terms of any potential offer to acquire the remaining equity interests in Hudson it did not already own.

On July 6, the Dufry board of directors met by teleconference to consider a potential transaction with Hudson, pursuant to which Dufry would acquire the equity interests in Hudson it did not already own. The Dufry board of directors reviewed the terms of a draft offer letter that it was proposed would be sent to the Hudson board of directors’ audit committee, including the requirement that the closing of the proposed transaction be conditioned on successful completion of a capital raise to finance the transaction, and authorized management to finalize the proposed offer letter and the Chairman to submit the letter to the Hudson board of directors’ audit committee.

Later on July 6, 2020, Dufry submitted to the Hudson board of directors’ audit committee a written, non-binding proposal to acquire all of Hudson Class A common shares for $6.25 in cash per Class A common share (the “merger proposal”). The letter provided that the consummation of the proposed transaction would be subject to certain conditions, including completion of a capital raise by Dufry to finance the transaction and receipt of consents to the proposed transaction from certain lenders under its existing revolving credit and term loan facilities. The letter also expressed Dufry’s desire to publicly announce the proposed transaction in conjunction with Hudson’s presentation of financial results for the first half of 2020 on August 3, 2020.

On July 7, 2020, the Hudson board of directors met by video teleconference, with representatives of Conyers Dill & Pearman Limited (“Conyers”), Hudson’s Bermuda counsel, in attendance. Representatives of Conyers reviewed the fiduciary duties and conduct applicable to the members of the Hudson board of directors under Bermuda law and Hudson’s bye-laws in connection with the merger proposal. Following this discussion, the Hudson board of directors determined that it was advisable to establish a special committee comprised of the independent directors of the Hudson board of directors—Mr. Moya-Angeler Cabrera, Mr. James E. Skinner and Ms. Eugenia M. Ulasewicz—each of whom was neither affiliated with, and was otherwise independent from, Dufry and its subsidiaries (excluding Hudson and its subsidiaries), nor a member of Hudson’s management or otherwise interested in the proposed transaction (the “special committee”). The Hudson board of directors authorized the special committee to consider the merger proposal and any other proposals received by Hudson, as well as the possibility of Hudson continuing to operate as it operated today, and recommend to the Hudson board of directors the advisability of the merger proposal or any such strategic alternative in its sole discretion. In doing so, the Hudson board of directors delegated to the special committee the exclusive power and authority of the Hudson board of directors to (i) consider, review and evaluate the terms and conditions, and determine the advisability of the merger proposal and any other proposals that may be received by Hudson in connection with a possible transaction, (ii) participate in and direct the negotiation of the terms and conditions of any transaction, and authorize, monitor and exercise general oversight on behalf of Hudson of any and all agreements,

proceedings and activities of Hudson involving, responding to or relating to any transaction, (iii) terminate any negotiations, discussions or consideration of, or reject, on behalf of Hudson, any transaction (including, without limitation, the merger proposal), (iv) to the fullest extent permitted by law, enter into definitive documents and agreements on behalf of Hudson with respect to any transaction approved by the Hudson board of directors or, if not permitted by law to enter into such definitive documents and agreements without the Hudson board of directors’ approval, recommend to the Hudson board of directors the advisability of entering into such definitive documents and agreements with respect to any transaction (subject to the Hudson board of directors’ approval with respect to the same) and (v) provide to the Hudson board of directors a recommendation as to whether the Hudson board of directors should approve or disapprove of any transaction (including, without limitation, the merger proposal), subject to applicable law. The Hudson board of directors further resolved that it would not approve the merger proposal or any alternative thereto, or submit the merger proposal or any alternative thereto for approval by Hudson’s shareholders without a prior favorable recommendation of the merger proposal or any such strategic alternative by the special committee.

Following such meeting of the Hudson board of directors, the special committee met by video teleconference and appointed Mr. Moya-Angeler Cabrera as chairman of the special committee. The special committee also discussed, among other things, the roles and responsibilities of the special committee and the engagement of legal and financial advisors to the special committee. Based upon the experience of the special committee and the list provided by Dufry of financial advisors that had advised Dufry in recently completed financing or M&A transactions earlier that day in order to facilitate the selection of one or more independent financial advisors by the special committee, the special committee agreed that it would obtain separate proposals from Lazard, Frères & Co. (“Lazard”), Banco Santander, S.A. (“Santander”) and a third financial institution to determine their availability to advise the special committee in its evaluation of the merger proposal and discussed the possibility of engaging Cravath, Swaine & Moore LLP (“Cravath”) to serve as its independent legal counsel on the basis of the firm’s work representing the underwriters in Hudson’s initial public offering, as well as Cravath’s reputation in the industry, experience handling complex M&A transactions and knowledge of Hudson’s business.

Over the course of July 8, 2020 through July 9, 2020, the special committee held two meetings by video teleconference and discussed the nature and scope of certain business relationships between Dufry and each of Cravath, Lazard and Santander, and whether it would be advisable for the special committee to engage any of these advisors, in each case, based on the information presently available to the special committee about these contacts and relationships.

On July 10, 2020, the special committee held three separate meetings by video teleconference with representatives of Lazard, Santander and one other U.S. financial institution and discussed the credentials and experience of the representatives of each respective financial institution. Following the meetings, and over the course of the next several days, the special committee selected and engaged Lazard as its lead independent financial advisor and Santander as an additional independent financial advisor solely for the purpose of providing its fairness opinion to the special committee, on the basis of the financial advisors’ respective experience in similar transactions of this size, nature and complexity, reputation in the investment banking community and familiarity with Hudson and the industry in which Hudson operates. The special committee also selected and engaged Cravath as its independent legal advisor.

On July 11, 2020, the special committee met telephonically with representatives of Cravath in attendance. Representatives of Cravath discussed certain legal matters with the special committee, including the legal standards applicable to them as members of the special committee, as previously explained by the representatives of Conyers, and the key terms of the merger proposal, including the proposed transaction timeline and form of consideration. In addition, the special committee discussed obtaining clarification from Dufry as to whether it would oppose any alternative, third-party acquisition that the special committee may identify and Dufry’s willingness to require that the proposed transaction be approved by a majority of Hudson’s minority shareholders.

On July 12, 2020, the special committee met by video teleconference, with members of Hudson’s management in attendance, and requested that Hudson’s management produce updated financial projections to assist the special committee in considering the merger proposal.

Over the course of July 13, 2020 through July 14, 2020, the special committee held two meetings by video teleconference, with representatives of Lazard and Cravath in attendance, and discussed certain key tasks and potential next steps with respect to the special committee’s consideration of the merger proposal, including the preparation of a draft response letter to Dufry’s merger proposal and the preparation of certain information requests reflecting additional information that would assist the special committee in its analysis of the merger proposal and due diligence efforts. At the conclusion of the July 14, 2020 meeting, the special committee instructed Cravath to finalize the response letter to reflect the special committee’s views and preferred responses to Dufry’s merger proposal as discussed during the two meetings.

On July 15, 2020, the special committee delivered a letter to Dufry’s board of directors responding to Dufry’s July 6, 2020 proposal (the “July 15 response”), asking Dufry, among other things, whether Dufry would consider including Dufry equity as a portion or all of the consideration payable to Hudson’s shareholders, whether it would consider conditioning the proposed transaction on approval by a majority of the shares held by Hudson’s shareholders other than Dufry and whether it would consider any alternative, third-party acquisition of Hudson that the special committee may identify. The July 15 response also indicated that, notwithstanding Dufry’s preferred transaction timeline outlined in Dufry’s July 6, 2020 letter, the special committee may need additional time to review and evaluate the merger proposal and included a request for certain additional financial information, including certain projections prepared by Dufry with respect to Hudson and additional materials related to the impairment case financial projections (as defined in the section entitled “—Certain Financial Information” beginning on page 51) of this shareholder circular, which has been prepared by Hudson management in connection with Dufry’s goodwill impairment test performed in March 2020, in each case, that Hudson’s management thought the special committee might find useful.

On July 16, 2020, Dufry sent a letter to the special committee in response to the special committee’s July 15 response (the “Dufry July 16 letter”) stating, among other things, that its merger proposal would consist of cash consideration only, it was not willing to consider conditioning the proposed transaction on the approval of a majority of shares held by Hudson’s shareholders other than Dufry and it had no interest in selling any of its shares in Hudson and therefore it would not expect, in its capacity as a shareholder, to vote in favor of, or otherwise support, any alternative, third-party transaction for Hudson. Dufry also indicated that timing for the announcement of the proposed transaction was of critical importance to Dufry and that the failure to meet the proposed transaction timetable set forth in the initial merger proposal may result in the withdrawal of the merger proposal. The letter also indicated that Dufry believed that Hudson’s management had all the financial information necessary to prepare any projections for Hudson that the special committee required and that it was not necessary for Dufry to share internal or historic Dufry-developed projections in this context.

Later that day, the special committee met by video teleconference and discussed the original summary financial projections (as defined in the section entitled “—Certain Financial Information” beginning on page 51 of this shareholder circular) prepared by Hudson’s management. Following the meeting, the special committee shared the original summary financial projections with its financial advisors.

On July 17, 2020, the special committee met by video teleconference, with Hudson’s management in attendance, and further discussed the original summary financial projections prepared by Hudson’s management and the timetable for the completion and finalization of such projections. The special committee also discussed the Dufry July 16 letter, including Dufry’s position regarding the transaction timeline set forth in its initial merger proposal, Dufry’s unwillingness to consider conditioning the proposed transaction on the approval of a majority of shares held by Hudson’s shareholders other than Dufry and Dufry’s refusal to consider a stock component as a portion or all of the consideration payable to Hudson’s shareholders. In addition, the special committee discussed its outstanding request for Dufry to provide additional information used in connection with the preparation of the impairment case financial projections.

Later that day, the special committee met by video teleconference, with representatives of Santander in attendance, and discussed the original summary financial projections prepared by Hudson’s management and the proposed timetable and process for the completion of the valuation analyses to be prepared by Santander.

Later that day, the special committee met by video teleconference, with representatives of Lazard and Cravath in attendance, and discussed the original summary financial projections prepared by Hudson’s management and the contents of the Dufry July 16 letter. Representatives of Lazard and Cravath discussed

potential responses to Dufry on these issues and their views of the principal benefits of those responses. Following this discussion, the special committee instructed Cravath to draft a response letter to reflect the special committee’s views and preferred responses to Dufry’s letter dated July 16, 2020, as discussed during the meeting.

On July 18, 2020, the special committee delivered a letter to Dufry in response to the Dufry July 16 letter, which, among other things, reiterated that the special committee and its financial advisors required sufficient time to develop updated financial projections and fully analyze the value of Hudson and the special committee’s request to receive additional information related to the impairment case financial projections.

On July 20, 2020, the special committee held two separate meetings by video teleconference, with Hudson’s management and representatives of each of Lazard and Santander in attendance, and discussed various differences between the original summary financial projections prepared by Hudson’s management and the impairment case financial projections as to the impact of the COVID-19 pandemic on Hudson.

On July 21, 2020, Dufry sent a letter to the special committee in response to the special committee’s letter dated July 18, 2020, which confirmed, among other things, the Hudson management team had access to all relevant projections relating to the Hudson business, including the impairment case financial projections.

Later that day, the special committee met by video teleconference, with representatives of Cravath in attendance, and discussed Lazard’s disclosure to the special committee regarding certain relationships and past engagements between an affiliate of Lazard and Dufry. Following this discussion, the special committee determined that, with the exclusion from the team of an individual who had been involved in the past engagements, the remainder of the Lazard advisory team could provide independent and non-conflicted financial advisory services to the special committee. Following the meeting, representatives of Cravath contacted representatives of Lazard and explained the special committee’s determination, and this individual was not included as a member of the Lazard team advising the special committee.

On July 22, 2020, the special committee met by video teleconference, with Hudson’s management and representatives of Lazard and Cravath in attendance, and discussed certain aspects of the financial projections prepared by Hudson’s management. Representatives of Lazard and Hudson’s management presented their views, perspectives and expectations regarding business uncertainties that could significantly affect Hudson’s financial projections, including the anticipated timing and extent of recovery of Hudson’s business following the current downturn in air travel related to the COVID-19 pandemic.

On July 24, 2020, the special committee held two separate meetings by video teleconference, with representatives of Cravath and each of Lazard and Santander in attendance, and discussed the perspectives of each financial advisor regarding their respective financial analyses of Hudson. A copy of Santander’s July 24, 2020 presentation materials to the special committee is filed as Exhibit (c)-(6) to the Schedule 13E-3 filing. The special committee instructed the financial advisors to continue with their respective financial analyses of Hudson, to meet again with Hudson’s management to resolve any outstanding questions with respect to such analyses and to present further updates on that analyses.

Also on July 24, 2020, representatives of Cravath and Lazard held a teleconference with representatives of Davis Polk, UBS and Dufry’s English and Swiss legal counsel, at the request of the special committee and Dufry, respectively, to discuss the terms of Dufry’s proposed financing for the proposed transaction and the consents from third parties that Dufry would need in order to consummate the financing and the proposed transaction.

On July 26, 2020, the special committee met by video teleconference, with representatives of Lazard and Cravath in attendance, and discussed certain aspects of Lazard’s financial analyses, including the differences between the methodology used by Lazard and Santander in valuing Hudson. In particular, representatives of Lazard discussed the effects on Hudson’s financial projections of the uncertainties with respect to the recovery from the COVID-19 pandemic and differences between Lazard’s, Santander’s and Hudson’s proposed treatment of Hudson’s tax attributes. At the conclusion of the meeting, the special committee suggested that the financial advisors meet to discuss these differences.

On July 27, 2020, the special committee met by video teleconference, with representatives of Lazard, Santander and Cravath in attendance, and discussed both Lazard and Santander’s perspectives regarding their respective financial analyses of Hudson, including certain assumptions about the timing and extent of the short- and mid-term recovery from the current downturn in air travel related to the COVID-19 pandemic, Hudson’s

current liquidity position, Hudson’s ability to weather a prolonged reduction in revenue, Hudson’s use of certain tax attributes and the current trading prices for Hudson and its peers. In light of the foregoing, including the need to update the projections to reflect current assumptions about the timing and extent of the short- and mid-term recovery from the current downturn in air travel related to the COVID-19 pandemic, the special committee and its financial advisors discussed how much additional time would be needed to prepare revised financial projections.

On July 28, 2020, the Hudson board of directors held a regularly scheduled meeting. At this meeting, the Hudson board discussed, among other matters, the impact of the ongoing COVID-19 pandemic on Hudson’s business and the status of the Dufry proposal.

Following the Hudson board meeting, certain members of the special committee met with certain of the Dufry representatives on the Hudson board. At this meeting, the special committee members discussed the need for additional time for the special committee and its advisors to complete their work, and the Dufry representatives reaffirmed Dufry’s unwillingness to offer equity consideration or to condition any transaction on a vote of a majority of Hudson’s shareholders other than Dufry.

On July 29, 2020, the special committee met by video teleconference, with representatives of Lazard, Santander and Cravath in attendance, and continued to discuss both Lazard and Santander’s perspectives regarding their respective financial analyses of Hudson. Following the discussion of the financial advisors’ respective financial analyses, the special committee and representatives of Cravath discussed various aspects of the financial analyses and the uncertainties regarding the anticipated timing and extent of the short- and mid-term recovery from the current downturn in air travel due to the COVID-19 pandemic.

On July 30, 2020, representatives of Dufry and the special committee held an in-person meeting to discuss the proposed transaction. The special committee explained that they required additional time to complete the financial analysis being undertaken by Lazard and Santander and Dufry agreed to extend the deadline of its July 7 proposal to August 9, 2020 in order to allow time for the special committee’s financial advisors to complete their respective financial analyses.

On July 30, 2020, the special committee met by video teleconference, with Hudson’s management and representatives of Cravath in attendance, and discussed certain aspects of Hudson’s management’s current expectations regarding the timing and extent of recovery from the current downturn in air travel due to the COVID-19 pandemic, including the possibility of a more sustained reduction in business-related travel, recent forecasts for the industry’s expected recovery outlined in certain third-party industry reports and whether these uncertainties were appropriately reflected in the financial projections previously provided to the special committee’s financial advisors and what, if any, changes to the preliminary projections Hudson’s management would make in light of these continuing uncertainties. Following these discussions, and in light of the new information available to the special committee and management regarding the presently expected effect of the COVID-19 pandemic on the Hudson business, the special committee instructed Hudson’s management to prepare new financial projections reflecting a more sustained reduction in business-related travel from pre-pandemic levels.

On July 31, 2020, representatives of Lazard and UBS met via teleconference to discuss certain differences between the special committee’s and Dufry’s perspectives regarding Hudson’s forecasts and Lazard’s and UBS’s respective financial analyses of Hudson.

On July 31, 2020, the special committee met by video teleconference, with representatives of Lazard and Cravath in attendance, and discussed conversations that representatives of Lazard had with representatives of UBS at the request of the Dufry board of directors and Hudson special committee, respectively, regarding the special committee’s and Dufry’s perspectives regarding Hudson’s forecasts and Lazard’s and UBS’s respective financial analyses of Hudson. Following these discussions, the special committee instructed representatives of Lazard to contact representatives of UBS to further discuss these differences.

On August 2, 2020, the special committee met by video teleconference, with representatives of Cravath in attendance, and discussed the revised summary financial projections prepared by Hudson’s management, (as defined below under the heading “—Projected Financial Information—Revised Summary Financial

Projections”), and certain assumptions underlying the revised summary financial projections. The special committee also discussed the financial analyses of, and forecasts for, Hudson used by UBS (which valuation was lower than the valuations prepared by the special committee’s financial advisors) and determined that it would be useful to share certain financial information with UBS.

On August 3, 2020, the special committee met by video teleconference, with Hudson’s management and representatives of Cravath in attendance, and discussed certain aspects of the revised summary financial projections prepared by Hudson’s management, including the assumptions and methodology used by Hudson’s management to prepare the revised summary financial projections. The special committee reviewed with Hudson’s management the possibility of a more sustained reduction in business-related travel from pre-pandemic levels and expectations regarding new business in light of the COVID-19 pandemic’s impact on the availability or attractiveness of new business opportunities.

On August 4, 2020, the special committee met by video teleconference, with representatives of Lazard and Cravath in attendance, and discussed the differences between Lazard’s and UBS’s assumptions and methodology for their respective financial analyses of Hudson. At the conclusion of the meeting, the special committee instructed representatives of Lazard to continue its discussions with representatives of UBS and authorized Lazard to share the original summary financial projections prepared by Hudson’s management with UBS, which they did the following day.

On August 5, 2020, the special committee met by video teleconference, with representatives of Lazard and Cravath in attendance, and discussed the conversations that representatives of Lazard held with representatives of UBS, at the request of the special committee and Dufry, respectively, regarding the differences in their respective financial analyses of, and forecasts used by each of them for, Hudson. The special committee instructed representatives of Lazard to continue to meet with representatives of UBS to discuss these differences.

On August 6, 2020, the special committee met by video teleconference, with representatives of Santander and Cravath in attendance, and discussed Santander’s financial analyses, including certain aspects of Santander’s methodology and assumptions in preparing such financial analyses.

Later that day, the special committee met by video teleconference, with representatives of Lazard and Cravath in attendance, and discussed Lazard’s financial analyses, including certain aspects of Lazard’s methodology and assumptions in preparing such financial analyses and the possibility of a more sustained reduction in business-related travel from pre-pandemic levels than reflected in the Hudson forecasts. In addition, the special committee and representatives of Lazard discussed the ongoing conversations between Lazard and UBS with respect to specific aspects of their respective financial analyses, including the treatment of Hudson’s tax attributes. Following this discussion, the special committee instructed Lazard to further discuss these specific aspects with UBS and suggest to UBS that Dufry consider a revised proposal in light of such aspects.

Later that day, representatives of Lazard and UBS met via teleconference to discuss their respective financial analyses, including the specific aspects the special committee had instructed Lazard to communicate to UBS. Representatives of Lazard informed UBS that the special committee considered Dufry’s July 6 proposal to undervalue Hudson’s business and Lazard, on behalf of the special committee, encouraged Dufry to submit a revised offer. Representatives of UBS informed representatives of Lazard that Dufry would need an indication of the price at which the special committee was prepared to transact, the financial plan upon which such price was based, and the opportunity to discuss such plan with the management of Hudson. Representatives of UBS and Lazard subsequently updated Dufry and the special committee, respectively, on these discussions.

On August 7, 2020, the special committee met by video teleconference, with representatives of Lazard and Cravath in attendance, and discussed the ongoing discussions between Lazard and UBS. A copy of Lazard’s August 7, 2020 presentation materials to the special committee is filed as Exhibit (c)-(3) to the Schedule 13E-3 filing. Following this discussion, the special committee instructed the representatives of Lazard to arrange for a meeting between Hudson’s management, representatives of Lazard, representatives of UBS and representatives of Dufry to discuss the assumptions and estimates used by Hudson’s management in preparing the revised summary financial projections, which had been provided to UBS earlier that day.

On August 11, 2020, Hudson’s management met with representatives of Dufry, with representatives of Lazard, UBS, Cravath and Davis Polk in attendance, to discuss Hudson’s financial projections, the recovery of

business-related travel from pre-pandemic levels, the treatment of potential new business opportunities, Hudson’s ability to maintain cost savings related to the COVID-19 pandemic and the assumptions and estimates used by Hudson’s management in the preparation of such projections.

Later that day, the special committee met by video teleconference, with representatives of Lazard and Cravath in attendance, and discussed the meeting held earlier in the day among Hudson’s management and representatives of Dufry (with representatives of Lazard, Cravath, UBS and Davis Polk in attendance) and certain considerations regarding the merger proposal, including whether the proposed transaction would be conditioned on the approval of a majority of shares held by Hudson’s shareholders other than Dufry and certain other contingencies regarding the requirement for Dufry to satisfactorily complete a capital raise to finance the proposed transaction and obtain certain lender consents.

On August 12, 2020, the special committee met by video teleconference with representatives of Dufry (with representatives of Cravath and Davis Polk in attendance), during which meeting representatives of Dufry orally communicated a revised proposal, increasing the price per Class A common share from $6.25 in cash to $7.00 in cash. In addition, Dufry reiterated that it would not be willing to consider conditioning the transaction on the approval of a majority of shares held by Hudson’s shareholders other than Dufry and informed the special committee that Dufry would potentially be willing to consider paying a reverse termination fee in the event the proposed transaction did not close due to Dufry failing to complete its capital raise.

On August 13, 2020, the special committee met by video teleconference, with representatives of Lazard and Cravath in attendance, and discussed the meeting with the representatives of Dufry on August 12, 2020. Following this discussion, the special committee determined to make a counterproposal of $8.00 per share and to propose that Dufry pay a reverse termination fee should Dufry fail to obtain the requisite consents from its shareholders and lenders, while agreeing to concede, in exchange for an increased offer price, that the transaction would not be conditioned on the approval of a majority of shares held by Hudson’s shareholders other than Dufry.

On August 14, 2020, the special committee met by video teleconference with representatives of Dufry, with representatives of Cravath and Davis Polk in attendance, during which meeting the special committee delivered their counterproposal of $8.00 per share in cash and discussed other matters relating to the proposed transaction. Representatives of Dufry discussed Hudson’s ability to maintain its current cost of capital and reiterated Dufry’s concerns regarding the recovery of business-related travel from pre-pandemic levels and potential new business opportunities.

Later that day, the special committee met by video teleconference, with representatives of Lazard and Cravath in attendance, and discussed the meeting earlier that day with representatives of Dufry, as well as potential responses from Dufry and the special committee’s views on these responses.

On August 15, 2020, the special committee met by video teleconference with representatives of Dufry, with representatives of Cravath and Davis Polk in attendance, during which meeting representatives of Dufry submitted a revised offer to the special committee, increasing the price per Hudson Class A common share from $7.00 in cash per share to $7.70 in cash per share (the “August 15 offer”), which representatives of Dufry described as being its full and final offer. Representatives of Dufry explained that if the Hudson special committee was not prepared to agree to the form of a transaction at such a price, Dufry would terminate discussions.

During this meeting, the special committee met in a breakout session, with representatives of Cravath in attendance, and discussed the revised offer in light of the extensive prior discussions between representatives of Dufry and the special committee’s financial and legal advisors regarding Hudson’s financial projections, including the inherent uncertainty regarding certain assumptions related to the expected business travel recovery from the current downturn related to the COVID-19 pandemic and potential new business opportunities. Following this discussion, the special committee unanimously concluded that the revised offer of $7.70 in cash per share of Hudson Class A common shares was fair to the minority shareholders of Hudson.

The special committee then returned to the meeting with representatives of Dufry to accept their revised offer subject to the successful negotiation and execution of the definitive transaction documents.

Later that day, at the instruction of Dufry, representatives of Davis Polk delivered the draft agreement and plan of merger (the “merger agreement”) and draft statutory merger agreement (the “statutory merger agreement”) to Cravath.

On August 16, 2020, the special committee met by video teleconference, with representatives of Cravath in attendance, and discussed key terms of the draft merger agreement and statutory merger agreement among Hudson, Dufry and Dufry Holdco Ltd. (“Merger Sub”), including the amount of the reverse termination fee payable by Dufry, the length of the Merger Agreement’s outside date and other matters regarding the compensation and benefits of Hudson’s management employees and the indemnification of Hudson’s officers and directors.

Later on August 16, 2020, representatives of Cravath sent a revised draft of the merger agreement and statutory merger agreement to Davis Polk.

On August 17, 2020, the special committee met by video teleconference, with representatives of Lazard, Santander, Conyers and Cravath in attendance, and representatives of Lazard and Santander respectively delivered their oral opinion that, as of such date and based upon and subject to the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken described in the respective financial advisor’s written opinion, the price of $7.70 in cash per Hudson Class A common share (“merger consideration”) to be paid to holders of Hudson Class A common shares (other than each Hudson Class A common share owned by Dufry or any of its subsidiaries and each Hudson Class A common share held by holders who are entitled to and properly demand an appraisal of such Hudson Class A common share) was fair, from a financial point of view, to such holders. A copy of Lazard’s August 17, 2020 presentation materials to the special committee is filed as Exhibit (c)-(5) to the Schedule 13E-3 filing. A copy of Santander’s August 17, 2020 presentation materials to the special committee is filed as Exhibit (c)-(7) to the Schedule 13E-3 filing. The special committee and representatives of Cravath also discussed key legal terms of the merger agreement, including the merger contemplated thereby (the “merger”), and representatives of Conyers reviewed certain aspects of Bermuda law and key legal terms of the statutory merger agreement (the “statutory merger agreement”). Following such discussion, the special committee unanimously (i) determined that the merger consideration constitutes “fair value” for each share of Hudson Class A common shares in accordance with Bermuda law, (ii) determined that the merger agreement, the statutory merger agreement and the transactions contemplated thereby are fair to, and in the best interests of, Hudson’s shareholders (other than Dufry and its affiliates), (iii) approved the merger agreement, the statutory merger agreement and the transactions contemplated thereby and declared the merger agreement advisable and (iv) recommended that the Hudson board of directors adopt resolutions approving and declaring advisable, and authorizing Hudson’s execution of, the merger agreement, the statutory merger agreement and approving and declaring advisable the transactions contemplated thereby and recommending that the shareholders of Hudson approve and adopt the merger agreement, the statutory merger agreement and the transactions contemplated thereby.

Later that day, the Hudson board of directors met by video teleconference (with some participants participating telephonically), with representatives of Conyers and Cravath in attendance, and discussed key terms of the merger agreement, the statutory merger agreement and certain aspects of Bermuda law. Following such discussion, the Hudson board of directors unanimously (i) determined that the merger consideration constitutes “fair value” for each share of Hudson Class A common shares in accordance with Bermuda law, (ii) determined that the terms of the merger agreement and statutory merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of Hudson and its shareholders (other than Dufry and its affiliates), (iii) approved, adopted and declared advisable the execution, delivery and performance of the merger agreement and statutory merger agreement and the transactions contemplated thereby, including the merger, subject to final agreement on the reverse termination fee between the special committee and Dufry, (iv) directed the submission of the merger agreement and statutory merger agreement to the vote of Hudson’s shareholders and (v) recommended that the shareholders of Hudson vote in favor of the adoption and approval of the merger agreement and statutory merger agreement and the transactions contemplated thereby, including the merger.

On August 18, 2020, Hudson, Dufry and Merger Sub entered into the merger agreement.

The next morning, on August 19, 2020, Hudson and Dufry each issued a press release announcing the execution of the merger agreement.

As described in the section entitled “Background of the Merger” beginning on page 21 of this shareholder circular, the special committee was provided a mandate by the Hudson board of directors to (i) consider and evaluate the merger proposal and any other proposals that may be received by Hudson in connection with a possible transaction, (ii) participate in and direct the negotiation of the terms and conditions of any transaction, and authorize, monitor and exercise general oversight on behalf of Hudson of any and all agreements, proceedings and activities of Hudson involving, responding to or relating to any transaction, (iii) terminate any negotiations, discussions or consideration of, or reject, on behalf of Hudson, any transaction (including, without limitation, the merger proposal), (iv) to the fullest extent permitted by law, enter into definitive documents and agreements on behalf of Hudson with respect to any transaction approved by the Hudson board of directors or, if not permitted by law to enter into such definitive documents and agreements without Hudson board of directors approval, recommend to the Hudson board of directors the advisability of entering into such definitive documents and agreements with respect to any transaction (subject to Hudson board of directors approval with respect to the same) and (v) provide to the Hudson board of directors a recommendation as to whether the Hudson board of directors should approve or disapprove of any transaction (including, without limitation, the merger proposal), subject to applicable law.

The special committee, acting with the advice and assistance of Lazard and Santander, its independent financial advisors, and Cravath, its independent legal counsel, evaluated and negotiated the merger, including the terms and conditions of the merger agreement and the statutory merger agreement, and determined that it was fair to, advisable and in the best interests of Hudson and Hudson’s shareholders (other than Dufry and its affiliates) to enter into the merger agreement and the statutory merger agreement and consummate the merger on the terms and subject to the conditions set forth therein. Accordingly, the special committee unanimously recommended to the Hudson board of directors that it:

The special committee held 39 meetings to discuss, among other things, the merger proposal (as it was revised from time to time), the merger agreement and the statutory merger agreement and the transactions contemplated thereby, including the merger. In the course of its determination and in making its unanimous recommendations, the special committee considered, in consultation with Hudson’s management and its independent financial and legal advisors, information with respect to Hudson’s financial condition, results of operations, businesses, competitive position and business strategy and numerous other factors, including the following material factors (which are not listed in any relative order of importance):

The special committee also considered certain countervailing factors and risks to Hudson and shareholders of Hudson Class A common shares relating to the merger agreement and the statutory merger agreement and the transactions contemplated thereby, including the following (which are not listed in any relative order of importance):

The preceding list of factors is not intended to be exhaustive but includes all material factors that the special committee considered in evaluating the merger agreement and the statutory merger agreement and the transactions contemplated thereby. In view of the complexity and wide variety of factors in connection with the special committee’s evaluation of the merger agreement and the statutory merger agreement and the transactions contemplated thereby, the members of the special committee did not find it practical to quantify, rank or otherwise assign relative weights to the different factors in reaching their decision. In addition, in considering the factors described above, individual members of the special committee may have given different weight to different factors. The special committee did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support their ultimate determinations. The special committee based its recommendation on the totality of the information analyzed and presented to the special committee. It should be noted that this explanation of the reasoning of the special committee and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth below in the section entitled “Caution Regarding Forward-Looking Statements” beginning on page 12 of this shareholder circular.

On August 17, 2020, based in part on the unanimous recommendation of the special committee, as well as on the basis of the other factors described above (including, among other factors, the financial analyses reviewed and discussed with the special committee with its financial advisors), the Hudson board of directors by unanimous resolution of the members present at such meeting:

In evaluating the merger agreement and the statutory merger agreement and the transactions contemplated thereby, and in the course of making these determinations, the Hudson board of directors considered a number of factors, including the following material factors and benefits of the merger (which are not listed in any relative order of importance):

The preceding list of factors is not intended to be exhaustive but includes all material factors that the Hudson board of directors considered in evaluating the merger agreement and the statutory merger agreement and the transactions contemplated thereby. In view of the complexity and wide variety of factors in connection with the Hudson board of directors’ evaluation of the merger agreement and the statutory merger agreement and the transactions contemplated thereby, the members of the Hudson board of directors did not find it practical to quantify, rank or otherwise assign relative weights to the different factors in reaching their decision. In addition, in considering the factors described above, individual members of the Hudson board of directors may have given different weight to different factors. The Hudson board of directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support their ultimate determinations. The Hudson board of directors based its recommendation on the totality of the information presented, including discussions with the special committee. It should be noted that this explanation of the reasoning of the Hudson board of directors and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth below in the section entitled “Caution Regarding Forward-Looking Statements” beginning on page 12 of this shareholder circular.

As noted above, in response to the proposal from Dufry, the special committee evaluated potential strategic alternatives, including a potential sale of Hudson, with the assistance of Hudson’s senior management and advisors. The special committee considered the risks and potential likelihood of achieving greater value for Hudson’s public shareholders by pursuing strategic alternatives to the merger, including continuing as an stand-alone public company and controlled affiliate of Dufry and pursuing Hudson’s management plan, relative to the benefits of the merger. In this regard, the special committee took into account that Dufry had an effective veto over any alternative extraordinary transaction and that Dufry stated in its letter dated July 16, 2020 that it and its affiliates would not expect to vote in favor of any alternative sale, merger or other extraordinary corporate transaction involving Hudson. For more information on the process behind the special committee’s determination, see the entitled “—Background of the Merger” and “—Reasons for the merger; Recommendation of the special committee; Recommendation of the Hudson board of directors” beginning on pages 21 and 30, respectively, of this shareholder circular.

Under the SEC’s rules governing “going-private” transactions, including Rule 13e-3 under the Exchange Act, each of Dufry and Merger Sub is an “affiliate” of Hudson and is required because of its affiliate status to disclose among other things its purpose for the merger, its reasons for structuring the transaction as proposed and any alternative structure that it considered, and its reasons for pursuing the merger at this time. Each of Dufry and Merger Sub is making the statements included in this part of the shareholder circular solely for the purpose of complying with the requirements of Rule 13e-3 and other rules under the Exchange Act. Neither Dufry nor Merger Sub is making any recommendation to any shareholder of Hudson as to how that shareholder should vote on the merger proposal, and Dufry’s and Merger Sub’s views as described in this part of the shareholder circular should not be so construed as such a recommendation.

For Dufry and Merger Sub, the purpose of the merger is to enable Dufry to acquire all of the Hudson Class A common shares not already owned by Dufry or Merger Sub. When the merger is completed, Hudson as the surviving company of the merger will be an indirect wholly owned subsidiary of Dufry.

Dufry and Merger Sub determined that structuring the transaction as a merger in the way as set forth in the merger agreement and the statutory merger agreement was efficient and appropriate because (i) it will enable Dufry to acquire all of the outstanding Hudson shares that Dufry does not already own at the same time, (ii) it will allow the unaffiliated shareholders to immediately realize the value of their investment in Hudson through their receipt of the $7.70 per Hudson Class A common share merger consideration and (iii) it is consistent with recent precedent transactions involving NYSE-listed companies incorporated under Bermuda law. Because the transaction structure is consistent with the objectives of Dufry and Merger Sub and with market practice, Dufry and Merger Sub did not pursue or propose an alternative transaction structure.

In making this determination, Dufry and Merger Sub evaluated both the long-term strategy with respect to Hudson and its separate public listing and recent developments with respect to Hudson, including the severe effects the COVID-19 pandemic had had on the operations, performance and prospects of Hudson, which were reflected in the trading prices of Hudson Class A common shares.

The structure of the transaction (including the merger) was proposed by Dufry in its initial merger proposal of July 6, 2020. Dufry and Merger Sub expect that the delisting and full re-integration of Hudson as a privately held company will reduce operating complexity, simplify governance and unlock synergies, while also eliminating many of the expenses, burdens and constraints imposed on companies that are subject to the public reporting requirements under U.S. federal securities laws, including the Exchange Act and the Sarbanes-Oxley Act of 2002, which are no longer justified in light of the operations, performance and prospects of Hudson. The simplified organizational structure and operating processes are expected to further accelerate the decision-making process by adding more flexibility and efficiency, including in connection with Dufry’s strategy for the North American travel retail market, which focuses on operating duty-free and duty-paid convenience shops, as well as the further penetration of the food and beverage market. The closer alignment will also support and focus the North American business on the re-opening and growth acceleration during the recovery period following the COVID-19 pandemic.

Under the SEC’s rules governing “going-private” transactions, including Rule 13e-3 under the Exchange Act, each of Dufry and Merger Sub is an “affiliate” of Hudson and accordingly, each of Dufry and Merger Sub is required to disclose its belief as to the fairness of the merger to Hudson’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act (which we refer to as “unaffiliated shareholders” in this shareholder circular). Each of Dufry and Merger Sub is making the statements included in this part of the shareholder circular solely for the purpose of complying with the requirements of Rule 13e-3 and other rules under the Exchange Act. Neither Dufry nor Merger Sub is making any recommendation to any shareholder of Hudson as to how that shareholder should vote on the merger proposal, and Dufry’s and Merger Sub’s views as to the fairness of the merger should not be construed as a recommendation to any unaffiliated shareholder as to how the unaffiliated shareholder should vote on the merger proposal.

Dufry and Merger Sub believe that the interests of the unaffiliated shareholders were represented by the special committee, which negotiated the terms and conditions of the merger agreement and the statutory merger agreement with the assistance of its independent legal and financial advisors. Dufry and Merger Sub attempted to negotiate a transaction that would be most favorable to it, and not to the unaffiliated shareholders and, accordingly, did not negotiate the merger agreement with a goal of obtaining terms that were substantively or procedurally fair to the unaffiliated shareholders. None of Dufry, Merger Sub or their respective affiliates participated in the deliberations of the special committee regarding, nor received any advice from the special committee’s independent legal or financial advisors as to, the fairness of the merger to the unaffiliated shareholders.

Furthermore, none of Dufry, Merger Sub or their respective affiliates undertook a formal evaluation of the fairness of the merger to the unaffiliated shareholders. No financial advisor provided Dufry, Merger Sub or any of their respective affiliates with any analysis or opinion with respect to the fairness of the merger consideration to the unaffiliated shareholders. Dufry and Merger Sub did not receive any independent reports, opinions or appraisals from any third party that is materially related to the merger in connection with the merger consideration or the fairness of the merger consideration offered to the unaffiliated shareholders or the fairness of the merger to Hudson or its affiliates or to the unaffiliated shareholders, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the merger consideration to the unaffiliated shareholders.

Based on their knowledge and analysis of available information relating to Hudson, discussions with Hudson’s senior management regarding Hudson and its business, the factors considered by, and findings of, the special committee and the Hudson board of directors discussed in the section entitled “—Reasons for the merger; Recommendation of the special committee; Recommendation of the Hudson board of directors” beginning on page 30 of this shareholder circular, and the following factors, which are considered material and not listed in any relative order of importance, each of Dufry and Merger Sub believes that the merger is both substantively and procedurally fair to the unaffiliated shareholders:

Dufry and Merger Sub did not consider Hudson’s net book value as an important factor in determining the fairness of the merger consideration to the unaffiliated shareholders. Dufry and Merger Sub believe that net book value, as an accounting concept based on historical costs, is not a material indicator of Hudson’s value as a going concern as it does not take into account the future prospects of Hudson, market conditions, trends in the industry or the business risks in that industry, but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the merger consideration to the unaffiliated shareholders.

Dufry and Merger Sub did not find it practicable to, and did not, appraise the assets of Hudson to determine the liquidation value per Hudson Class A common share for the unaffiliated shareholders because (i) Dufry and

Merger Sub believed that liquidation sales generally result in proceeds that are substantially less than in sales of a going concern; (ii) they believed that it was impracticable to determine a liquidation value given the significant execution risk involved in any liquidation; (iii) they considered Hudson to be a viable going concern; and (iv) Hudson will continue to operate its business following the merger. Dufry and Merger Sub did not seek to establish a pre-merger going concern value for the Hudson Class A common shares to determine the fairness of the merger consideration to the unaffiliated shareholders because following the merger Hudson likely will have a different capital structure. However, to the extent that the pre-merger going concern value was reflected in the NYSE closing price of $5.13 per Class A common share on August 18, 2020, the last trading day before Hudson announced the merger agreement and the statutory merger agreement, the merger consideration of $7.70 per Hudson Class A common share represents a premium to the going concern value of Hudson.

Dufry and Merger Sub are not aware of any firm offer for a merger or asset sale of Hudson having been made during the past two years.

In addition, Dufry and Merger Sub noted that the consummation of the merger is not conditioned upon the approval by a majority of the holders of the Hudson shares other than Dufry, as Bermuda law does not require such approval and Dufry and Merger Sub do not believe it is necessary or customary to have this procedural safeguard given the various procedural safeguards that had already been implemented by Hudson, which are set forth in the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 69 of this shareholder circular.

The foregoing discussion of the information and factors considered by each of Dufry and Merger Sub in connection with the fairness of the merger is not intended to be exhaustive, but Dufry and Merger Sub believe that it includes all material factors considered by each of them. Neither Dufry nor Merger Sub found it practicable to, and they did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the merger. Rather, the fairness determinations were made by Dufry and Merger Sub after considering all the factors as a whole. The sequence in which the factors described above are presented is not intended to reflect their relative importance. Each of Dufry and Merger Sub believes that these factors provide a reasonable basis upon which to form its belief that the merger is fair to the unaffiliated shareholders. This belief should not, however, be construed as a recommendation to any unaffiliated shareholder to vote in favor of the merger proposal. As noted above, Dufry and Merger Sub are not making any recommendation as to how the unaffiliated shareholders should vote their Hudson Class A common shares on the merger proposal.

On August 17, 2020, at a meeting of the special committee held to evaluate the merger, Lazard rendered to the special committee an oral opinion, which was confirmed by delivery of a written opinion dated August 17, 2020, to the effect that, as of that date and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the merger consideration of $7.70 in cash per Class A common share to be paid to holders of Class A common shares (other than the excluded holders) was fair, from a financial point of view, to such holders. For purposes of this section of the shareholder circular, “excluded holders” means (i) Hudson (with respect to Class A common shares held by Hudson as treasury shares), (ii) Dufry, (iii) Merger Sub, (iv) any other subsidiary of Dufry or Hudson and (v) holders of Class A common shares who do not vote in favor of the merger, as defined in the merger agreement, and who comply with all of the provisions of the Bermuda Companies Act concerning the rights of holders of Class A common shares to require appraisal of their Class A common shares pursuant to Bermuda law.

The full text of Lazard’s written opinion, dated August 17, 2020, to the special committee which sets forth, among other things, the procedures followed, assumptions made, matters considered and limitations on the scope of review undertaken, is attached to this shareholder circular as Annex C and is incorporated into this this shareholder circular by reference. The summary of Lazard’s opinion set forth in this this shareholder circular is qualified in its entirety by reference to the full text of Lazard’s written opinion attached as Annex C. You are encouraged to read Lazard’s opinion and this section carefully and in their entirety. Lazard’s opinion was for the benefit of the special committee (in its capacity as such) and Lazard’s opinion was rendered to the special committee in connection with its evaluation of the merger and addressed only the fairness as of the date of the opinion, from a financial point of view, to the holders of Class A common shares (other than excluded holders) of the merger consideration to be paid to such holders pursuant to the merger agreement. Lazard’s opinion was

not intended to and does not constitute a recommendation to any Hudson shareholder as to how such shareholder should vote or act with respect to the merger or any matter relating thereto.

In connection with its opinion, Lazard:

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of Hudson or concerning the solvency or “fair value” of Hudson, and Lazard was not furnished with any such valuation or appraisal. The special committee advised Lazard that the revised summary financial projections best reflect the anticipated future financial performance of Hudson; accordingly, at the direction of the special committee Lazard utilized the revised summary financial projections for purposes of its analyses in connection with this opinion. With respect to the financial forecasts utilized in Lazard’s analyses, Lazard assumed, with the consent of the special committee, that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of Hudson. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based, including with respect to the potential effects of the COVID-19 pandemic on such forecasts or assumptions.

Further, Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of the opinion. Lazard further noted that the volatility and disruption in the credit and financial markets relating to, among others, the COVID-19 pandemic, may or may not have an effect on Hudson and Lazard did not express an opinion as to the effects of such volatility or such disruption on Hudson. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date thereof. Lazard did not express any opinion as to the price at which the Class A common shares may trade at any time subsequent to the announcement of the merger. In connection with Lazard’s engagement, Lazard was not authorized to, and Lazard did not, solicit indications of interest from third parties regarding a potential transaction with Hudson. In addition, Lazard’s opinion did not address the relative merits of the merger as compared to any other transaction or business strategy in which Hudson might engage or the merits of the underlying decision by Hudson to engage in the merger.

In rendering its opinion, Lazard assumed, with the consent of the special committee, that the merger would be consummated on the terms described in the merger agreement and the statutory merger agreement, without any waiver or modification of any material terms or conditions. Lazard also assumed, with the consent of the special committee, that the executed merger agreement and statutory merger agreement would conform to the drafts reviewed by Lazard in all material respects. Lazard also assumed, with the consent of the special committee, that obtaining the necessary governmental, regulatory or third party approvals and consents for the

merger would not have an adverse effect on Hudson or the merger. Lazard did not express any opinion as to any tax or other consequences that might result from the merger, nor did Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that Hudson and the special committee obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the merger consideration to the extent expressly specified herein) of the merger, including, without limitation, the form or structure of the merger or the conversion of the Class B common shares in connection with the merger, or any agreements or arrangements entered into in connection with, or contemplated by, the merger. Lazard’s financial analyses did not take into account any potential differences in the value of the Class A common shares and Class B common shares as a result of the different terms thereof. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the merger, or class of such persons, relative to the merger consideration or otherwise. The issuance of Lazard’s opinion was approved by the fairness opinion committee of Lazard.

In preparing its opinion to the special committee, Lazard performed a variety of financial and comparative analyses. The following is a brief summary of the material financial and comparative analyses that Lazard deemed to be appropriate for this type of transaction and that were reviewed with the special committee by Lazard in connection with rendering its opinion. The summary of Lazard’s analyses described below is not a complete description of the analyses underlying Lazard’s opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to partial or summary description. In arriving at its opinion, Lazard considered the results of all of the analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis considered by it. Rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses. Accordingly, Lazard believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In its analyses, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Hudson. No company or business used in Lazard’s analyses is identical to Hudson, and such analyses may not necessarily utilize all companies or businesses that could be deemed comparable to Hudson. Accordingly, an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or other values of the companies or businesses analyzed. The estimates contained in Lazard’s analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s analyses are inherently subject to substantial uncertainty.

The merger consideration was determined through negotiations between the special committee and Dufry and was approved by the Hudson board of directors, after unanimous recommendation and approval by the special committee. Lazard was not requested to, and it did not, recommend the specific merger consideration payable in the merger or that any given merger consideration constituted the only appropriate consideration for the merger. The decision to enter into the merger agreement was solely that of the special committee and the Hudson board of directors and the opinion of Lazard was only one of many factors taken into consideration by the special committee in its evaluation of the merger. Consequently, the analyses described below should not be viewed as determinative of the views of the Hudson board of directors, the special committee or Hudson’s management with respect to the merger or the merger consideration.

The financial analyses summarized below include information presented in tabular format. In order to fully understand Lazard’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies

and assumptions underlying the analyses, could create a misleading or incomplete view of Lazard’s financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 14, 2020, the last trading day for Class A common shares before the date of the opinion, and is not necessarily indicative of current market conditions.

As more fully described below, Lazard performed with respect to Hudson, discounted cash flow and comparable publicly traded companies analyses. Lazard carefully considered but ultimately did not utilize precedent transactions analysis on account of the fact that the contemplated merger is not a change of control transaction, as well as the fact that any existing precedent transactions were consummated in a different environment, rendering them unreliable for establishing a benchmark for the contemplated merger.

Lazard performed a discounted cash flow analysis of Hudson. A discounted cash flow analysis is a valuation methodology used to derive an intrinsic valuation of a company by calculating the present value of its estimated future cash flows. Lazard utilized estimates from the revised summary financial projections for purposes of its discounted cash flow analysis, as more fully described below.

At the direction of, and based upon the guidance, information and consent provided by, the special committee, Lazard performed a discounted cash flow analysis to calculate the estimated present value, as of June 30, 2020, of the unlevered, after-tax free cash flows that Hudson was forecasted to generate during the calendar years 2020 to 2025. Using the revised summary financial projections, the unlevered, after-tax free cash flows were calculated by taking the net operating profit after tax (representing earnings before interest, excluding earnings attributable to non-controlling interest, after tax, excluding cash flows from specific U.S. tax attributes and expected savings from net operating loss carryforwards which were valued separately), then adding depreciation and amortization, subtracting capital expenditures and adjusting for changes in working capital and other cash flow items. Lazard then calculated the estimated present value of the terminal value of Hudson as of June 30, 2020, by selecting, based on its professional judgment and experience, a range of perpetuity growth rates of 1.0% to 2.0% (which implied exit EBITDA multiples ranging from 5.8x to 7.8x). For its discounted cash flow analysis, Lazard applied discount rates ranging from 7.6% to 8.6%. Such discount rates were based on Lazard’s estimated range of the weighted average cost of capital for Hudson derived by application of the capital asset pricing model, taking into account certain metrics including target capital structure, the risk-free rate of return on government debt, tax rates, unlevered and levered betas for the selected comparable travel retail companies discussed below, including Hudson and Dufry as appropriate, as well as certain financial metrics for the U.S. and Canadian financial markets generally.

Lazard also performed a separate discounted cash flow analysis to calculate the estimated present value, as of June 30, 2020, of the cash flows from tax attributes Hudson was forecasted to generate during the calendar years 2020 to 2028 as reflected in the revised summary financial projections. The cash flows from tax attributes were calculated by adding the U.S. cash tax adjustments (derived by permanent and temporary U.S. tax differences) and expected savings from net operating loss carryforwards as reflected in the revised summary financial projections. Lazard then calculated the estimated present value of the terminal value of Hudson tax attributes as of June 30, 2020, by selecting, based on its judgement and experience, a perpetuity growth rate of 0.0% and an estimated range of cost of equity of 9.1% to 10.4%. The cost of equity was derived by Lazard using the capital asset pricing model.

Lazard then calculated a range of implied values per Class A common share by adding the estimated present value of tax attributes, subtracting the net debt and adding the book value of equity investments in unconsolidated affiliates as of June 30, 2020, to the estimated enterprise value derived using the discounted cash flow method and dividing such amount by the fully diluted number of outstanding Hudson common shares, which include both Class A common shares and Class B common shares, provided by Hudson management. This analysis resulted in a range of implied values per Hudson Class A common share of $7.34 to $11.20.

Lazard reviewed and analyzed certain financial information, valuation multiples and market trading data related to selected publicly traded travel retail companies whose business and operations Lazard believed, based

on its professional judgment and experience, to be similar to Hudson’s business and operations for purposes of this analysis, including companies in the travel retail industry.

The selected companies used in this analysis, which are referred to in this section of the shareholder circular as the “selected comparable travel retail companies” were as follows:

Although none of the selected comparable travel retail companies included in the comparable publicly traded companies analysis is identical to Hudson, the peer companies included were chosen as they are publicly traded companies with certain business and financial characteristics that, for the purposes of this analysis, may be considered similar to certain business and financial characteristics of Hudson.

Lazard calculated and compared various financial multiples and ratios of each of the selected comparable travel retail companies, including among other things, the ratio of each comparable travel retail company’s enterprise value as a multiple of 2022 calendar year estimated EBITDA. The enterprise values and EBITDA estimates for each of the selected comparable companies listed above and used by Lazard in its analysis were (i) based on information from the most recent company filings, publicly available research analyst reports and FactSet Research Systems, which represents publicly available consensus estimates, and other public sources, (ii) adjusted to exclude the impact of IFRS 16 for comparability purposes and (iii) calendarized to Hudson’s fiscal year end of December 31 for comparability purposes. All of these calculations were based on publicly available financial data and closing share prices as of August 14, 2020, the last trading date prior to the date of the opinion. The results of this analysis are summarized in the following table:

Based on its professional judgment after taking into account, among other things, such observed multiples, Lazard selected a range of 2022E EBITDA multiples of 5.75x to 7.75x for Hudson. Lazard then calculated a range of implied per share values of Class A common shares by subtracting the net debt, adding the book value of equity investment, and subtracting the book value of non-controlling interest of Hudson as of June 30, 2020, from the estimated enterprise value derived by Lazard using the comparable publicly traded companies analysis and dividing such amount by the fully diluted number of outstanding Hudson common shares, which include both Class A common shares and Class B common shares, as provided by Hudson management. This analysis resulted in a range of implied values per Class A common share of $5.05 to $8.27.

The analyses and data relating to Hudson described below were presented to the special committee for reference purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion.

Lazard also performed a discounted cash flow analysis for Hudson using the original summary financial projections and estimated ranges of weighted average cost of capital, terminal value growth rate, and all other assumptions for Hudson that were identical to the ones used for the discounted cash flow analysis performed for Hudson using the revised summary financial projections. This analysis resulted in a range of implied values per Hudson Class A common shares of $8.48 to $12.76. The results were presented to the special committee for reference purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion.

Lazard also considered the ratio of each comparable travel retail company’s enterprise value as a multiple of 2019 calendar year estimated EBITDA. This analysis resulted in a range of implied values per Hudson Class A common shares of $8.20 to $12.71. The results were presented to the special committee for reference purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion on the account that historical multiples are unreliable for establishing a valuation benchmark in an environment and industry affected by COVID-19, among other factors.

Lazard reviewed historical data with regard to the range of trading prices of shares of Hudson common shares for the 52-week period to and including August 14, 2020, the last trading day prior to the date of the opinion. During this period, the daily closing share price of Class A common shares ranged from $2.38 to $15.72 per share.

Lazard reviewed selected equity analyst stock price targets for Class A common shares based on publicly available research analyst reports in Thomson One, which indicated as of August 14, 2020 target prices that ranged from $5.25 to $9.00 per share.

The special committee selected Lazard to act as its financial advisor in connection with the merger based on Lazard’s qualifications, experience, reputation and familiarity with the travel retail industry. Lazard is an internationally recognized investment banking firm providing a broad range of financial advisory and securities services.

In connection with Lazard’s services as the special committee’s financial advisor, Hudson has agreed to pay Lazard an aggregate fee of $3.0 million, of which $1.5 million was payable on the date of the opinion and $1.5 million of which is contingent upon the closing of the merger. In addition, Hudson may, at the sole discretion of the special committee, based on the complexity of the situation, the quality of services provided by Lazard, and the satisfaction of the special committee with the performance of Lazard, pay Lazard an additional fee of up to $1.0 million. Hudson has also agreed to reimburse Lazard for certain expenses incurred in connection with Lazard’s engagement and to indemnify Lazard and certain related persons under certain circumstances against various liabilities that may arise from or be related to Lazard’s engagement, including certain liabilities under U.S. federal securities and Bermuda laws. The financial advisory business of Lazard in the past has not provided any investment banking services to Hudson.

In the two-year period prior to the date of Lazard’s opinion, Lazard has not received compensation from Hudson and its affiliates in connection with the provision of any financial advisory or financing services, other than from Hudson for its role as financial advisor to the special committee in the merger and an immaterial retainer from Dufry for advisory services.

Lazard, as part of its investment banking business, is continually engaged in valuations of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts and valuations for other purposes. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of Hudson, Dufry and certain of their respective affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of Hudson, Dufry and certain of their respective affiliates.

In addition to the presentation made to the special committee on August 17, 2020, which has been filed with the SEC as Exhibit (c)-(5) to the Schedule 13E-3 of which this shareholder circular forms a part, copies of preliminary illustrative presentations presented or delivered by Lazard to the special committee on August 7, 2020 and August 13, 2020 containing preliminary illustrative financial analyses also are attached as Exhibits (c)-(3) and (c)-(4), respectively, to such Schedule 13E-3. None of these other preliminary illustrative presentations by Lazard, alone or together, constitute, or form the basis of, an opinion of Lazard with respect to the common shares merger consideration, and the preliminary illustrative financial analyses therein were based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the dates of the respective presentations.

Pursuant to an engagement letter between Santander and the special committee dated July 21, 2020 (the “engagement letter”), the special committee retained Santander to serve as an independent financial advisor and to deliver a fairness opinion in connection with the proposed merger. In connection with Santander’s engagement, the special committee requested that Santander evaluate the fairness, from a financial point of view, of the merger consideration to be received by the holders of Class A common shares (other than Dufry and Dufry’s affiliates) in the proposed merger pursuant to the terms and subject to the conditions set forth in the merger agreement. On August 17, 2020, at a meeting of the special committee, Santander rendered to the special committee its oral opinion, confirmed by delivery of a written opinion, dated August 19, 2020, to the effect that, as of August 17, 2020 and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Santander as set forth in its written opinion, the merger consideration to be received by the holders of the Class A common shares (other than Dufry and Dufry’s affiliates) was fair, from a financial point of view, to such holders.

The full text of Santander’s written opinion, dated August 19, 2020, to the special committee, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Santander in rendering its opinion, is attached to this shareholder circular as Annex D and is incorporated herein by reference in its entirety. The summary of Santander’s opinion set forth below is qualified in its entirety by reference to the full text of Santander’s opinion. Santander’s opinion was rendered to the special committee (in its capacity as such) in connection with its evaluation of the proposed merger and was limited to the fairness, from a financial point of view, of the merger consideration to be received by the holders of Class A common shares (other than Dufry and Dufry’s affiliates), as of the date of the oral opinion. Santander’s opinion did not address any other aspects or implications of the proposed merger or the merger agreement. Santander’s opinion is not intended to be and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act on any matters relating to the proposed merger or otherwise.

In arriving at its opinion, Santander:

In addition, Santander held discussions with certain members of the management of Hudson and the special committee with respect to certain aspects of the proposed merger, and the past and current business operations of Hudson, the financial condition and future prospects and operations of Hudson, and certain other matters Santander believed necessary or appropriate to Santander’s inquiry.

In arriving at its opinion, Santander relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished or discussed with Santander by Hudson or otherwise reviewed by or for Santander. Santander did not independently verify any such information or its accuracy or completeness and, with the special committee’s consent, Santander did not assume any obligation to undertake any such independent verification. In relying on financial analyses and forecasts provided to Santander or derived therefrom, including the management projections, Santander had been advised by Hudson, and had assumed, at the direction of the special committee, that they had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Hudson of the future financial performance of Hudson. Santander expressed no view as to such analyses or forecasts or to the assumptions on which they were based. Furthermore, Santander expressed no view as to the estimates prepared by the management of Hudson with respect to Hudson’s net operating loss tax carry forwards (“NOLs”) and Hudson’s ability to utilize such NOLs to achieve future tax savings. Santander had not conducted or been provided with any valuation or appraisal of any assets or liabilities (contingent or otherwise) of Hudson, nor had Santander made any physical inspection of the properties or assets of Hudson. Santander did not evaluate the solvency or “fair value” of Hudson or Dufry under any applicable state, federal or other laws relating to bankruptcy, insolvency or similar matters. In providing its opinion, Santander had assumed, at the direction of the special committee, that the proposed merger will be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining necessary governmental, regulatory and other approvals, consents, releases and waivers for the proposed merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, will be imposed that would have an adverse effect on Hudson or the contemplated benefits of the proposed merger. In addition, Santander had assumed, at the direction of the special committee that the final executed merger agreement would not differ in any material respect from the draft merger agreement reviewed by Santander.

Santander did not express any view on, and its opinion did not address, any other term or aspect of the proposed merger (other than the merger consideration) or the transactions contemplated thereby or any term or aspect of any agreement or instrument contemplated by the merger agreement or entered into or amended in connection therewith, including, without limitation, the form or structure of the proposed merger. Santander was not requested to, and Santander did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of all or any part of Hudson. Furthermore, no opinion or view was expressed as to the relative merits of the proposed merger in comparison to other strategies or transaction that might be available to Hudson or in which Hudson might engage or as to the underlying business decision of Hudson to proceed with or effect the proposed merger.

Santander is not a legal, tax or regulatory advisor. Santander is a financial advisor only and had relied upon, without independent verification, the assessment of the parties to the proposed merger and their respective legal, tax, and regulatory advisors with respect to legal, tax, and regulatory matters. Santander’s opinion was

necessarily based on economic, market, tax, and other conditions as in effect on, and the information made available to Santander as of, the date of its opinion. It should be understood that subsequent developments to the date of Santander’s opinion may affect its opinion and the assumptions used in preparing it, and Santander does not have any obligation to update, revise, or reaffirm its opinion. Santander’s opinion was limited to the fairness, from a financial point of view, of the merger consideration and Santander expressed no opinion or view as to the fairness of any consideration paid in connection with the proposed merger to the holders of any other class of securities, creditors or other constituencies of Hudson or as to the underlying decision by Hudson to engage in the proposed merger. Furthermore, Santander expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed merger, or any class of such persons relative to the merger consideration to be paid to the holders of the Class A common shares in the proposed merger or with respect to the fairness of any such compensation.

The issuance of Santander’s opinion was approved by a fairness opinion committee of Santander. Santander’s opinion was provided to the special committee (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger. Santander’s opinion does not constitute a recommendation to any shareholder of Hudson as to how such shareholder should vote with respect to the proposed merger or any other matter.

In preparing its opinion, Santander performed a variety of financial and comparative analyses, the material portions of which are summarized below. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Santander arrived at its opinion based on the results of all analyses undertaken by it and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion. In arriving at its opinion, Santander did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Santander believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering the fairness opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying its opinion. The conclusion reached by Santander was based on all analyses and factors taken as a whole, and also on the application of Santander’s own experience and judgment.

The estimates used by Santander for purposes of its analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable that those suggested by such analyses. In addition, analyses relating to the value of Hudson do not purport to be appraisals or to reflect the prices at which Hudson actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Santander’s analyses are inherently subject to substantial uncertainty.

Santander was not requested to, and it did not, recommend or determine the specific consideration payable in the proposed merger. The type and amount of consideration payable in the proposed merger was determined through negotiations between the special committee, on the one hand, and representatives of Dufry and its affiliates, on the other hand, and Hudson’s decision to enter into the merger agreement was solely that of the special committee and the Hudson board of directors. Santander’s opinion was only one of many factors considered by the special committee in its evaluation of the merger and should not be viewed as determinative of the views of the special committee or the management of Hudson with respect to the proposed merger, the merger consideration or any other aspect of the transactions contemplated by the merger agreement.

Set forth below is a summary of the material financial analyses performed by Santander in connection with the delivery of its opinion to the special committee. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinion of, Santander, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Santander. Certain financial analyses summarized below include information presented in a tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary as the tables alone do not constitute a complete description of the financial analyses, including the methodologies and assumptions

underlying the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the financial analyses, could create a misleading or incomplete view of such financial analyses. Future results may be different from those described and such differences may be material. Financial data utilized for Hudson in the financial analyses described below, to the extent based on internal financial forecasts and estimates of management, were based on certain financial forecasts and other information and data relating to Hudson provided to or discussed with Santander and approved for Santander’s use by Hudson which are referred to in this shareholder circular as the original Summary financial projections” and the “revised summary financial projections” and are further summarized in the section entitled “—Certain Financial Information” beginning on page 51 of this shareholder circular and which are referred to collectively as the management projections. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before August 14, 2020 (the last full trading date prior to the rendering of Santander’s oral opinion), and is not necessarily indicative of current market conditions.

Santander performed a discounted cash flow analysis of Hudson. A discounted cash flow analysis is a valuation methodology used to derive an intrinsic valuation of a company by calculating the present value of its estimated future cash flows. Santander performed a discounted cash flow analysis of the estimated future unlevered after tax free cash flows attributed to Hudson from the third quarter of 2020 through the fiscal year ending 2025. The discounted cash flow analysis was used to determine the net present value as of June 30, 2020 of the estimated future unlevered after tax free cash flows. The estimated future unlevered after tax free cash flows were calculated by taking adjusted EBITDA as reflected in the revised summary financial projections, subtracting non-recurring items, tax (calculated based on earnings before interest and tax, excluding earnings attributable to non-controlling interest and cash flow from specific U.S. tax adjustments and expected savings from net operating loss carryforwards which were valued separately), capital expenditures and payments to non-controlling interests) and adjusting for changes in net working capital. For the purposes of its discounted cash flow analysis, Santander utilized and relied upon the revised summary financial projections, which are described in this shareholder circular in the section entitled “—Certain Financial Information” beginning on page 51 of this shareholder circular. Santander estimated the net present value of tax savings associated with Hudson’s U.S. tax adjustments and net operating loss carryforwards as provided in the revised summary financial projections by treating such items as cash-like items and using the cost of equity of 8.7%.

Santander estimated the net present value of all unlevered after-tax free cash flows attributable to Hudson after fiscal year 2025 (the “terminal value”) using a perpetuity growth rate formula assuming perpetuity growth rates ranging from 1.0% to 2.0% (selected in Santander’s professional judgment and experience), adjusted to reflect normalized levels of capital expenditures and depreciation and amortization as well as changes in net working capital. Santander then used discount rates ranging from 7.0% to 8.0%, reflecting Hudson’s weighted average cost of capital, to discount the projected free cash flows and the terminal value. Santander estimated Hudson’s weighted average cost of capital by estimating the weighted average of Hudson’s cost of equity (derived using the capital asset pricing model) and Hudson’s after-tax cost of debt. Based on this estimated weighted average cost of capital, Santander derived a range of discount rates by utilizing its professional judgment and experience, taking into account, among other factors, the nature of Hudson’s business and its industry and the capitalization of Hudson and other publicly traded companies that Santander deemed relevant to its analysis.

Based on these assumptions, Santander then calculated a range of implied values of Hudson’s Class A common shares by adding the estimated present value of tax attributes, subtracting the net debt and adding the book value of equity investments in unconsolidated affiliates as of June 30, 2020, to the estimated enterprise value derived using the discounted cash flow method and dividing such amount by the fully diluted number of outstanding Hudson common shares, which include both Class A common shares and Class B common shares, provided by Hudson management. This analysis resulted in a range of implied values of Hudson Class A common shares as of June 30, 2020 of $7.76 to $12.11 per share of Class A common share.

Santander reviewed and compared certain financial information for Hudson to corresponding information of the following publicly traded companies in the travel retail and concession catering industry (collectively, the “selected companies”):

Although none of the selected companies is directly comparable to Hudson, the companies included were chosen utilizing Santander’s professional judgment and experience because they are publicly traded companies which engage in a similar business as Hudson and with operations that, for purposes of analysis, may be considered similar to certain operations of Hudson. Santander does not have access to non-public information of any of the selected companies. Accordingly, a complete valuation analysis of Hudson cannot rely solely upon a quantitative review of the selected companies, but involves complex considerations and judgments concerning differences in financial and operating characteristics of such selected companies, as well as other factors that could affect their value relative to that of Hudson. Therefore, the selected publicly traded companies analysis is subject to certain limitations.

Santander calculated and compared various financial multiples and ratios for each of the selected companies and Hudson, including among other things, the ratio of each selected company’s enterprise value as a multiple of 2022 calendar year estimated EBITDA. The enterprise values and EBITDA estimates for each of the selected companies listed above and used by Santander in its analysis were (i) based on information from the most recent company filings, publicly available research reports and S&P Capital IQ, which provides publicly available broker estimates, and other public sources, (ii) adjusted to exclude the impact of IFRS 16 for comparability purposes and (iii) calendarized to Hudson’s fiscal year end of December 31 for comparability purposes. All of these calculations were based on publicly available financial data and closing share prices as of August 14, 2020, the last trading date prior to the date of the oral opinion.

With respect to the selected companies, Santander calculated:

The mean and median trading multiples of the selected companies are set forth below.

Santander then used an illustrative range of multiples derived from the selected companies to calculate a range of implied values for the Class A common shares based on the revised summary financial projections, which are described in this shareholder circular in the section entitled “—Certain Financial Information” beginning on page 51 of this shareholder circular. The ranges of multiples used by Santander were chosen by Santander utilizing its professional judgment and experience, taking into account Santander’s review of the multiples of the selected companies. Santander then applied the illustrative range of multiples to Hudson’s estimated EBITDA for the calendar year of 2022, resulting in EV / EBITDA 2022E in a range of 6.0x to 7.7x. Utilizing its professional judgment and experience, Santander excluded WH Smith as a reference point for the valuation range.

Santander then divided the estimated EV derived from the foregoing by the fully diluted number of outstanding Hudson common shares, including both Class A common and Class B Common shares, provided by Hudson management, which resulted in a range of implied values for Hudson Class A common shares of $5.41 to $8.19 per share.

Santander reviewed the most recent publicly available research analysts’ one year-forward price targets for the Class A common shares prepared and published by selected research analysts. Santander noted that, as of August 17, 2020, two days prior to Hudson’s announcement that Dufry had decided to pursue a potential acquisition of all of the Class A common shares it does not already own, such price targets ranged from $5.25 to $9.00 per Class A common share.

Santander noted that the 52-week trading range and implied premia analyses below with respect to Hudson are not valuation methodologies and were presented for reference only. Such methodologies did not provide a basis for, and were not otherwise material to, the rendering of Santander’s opinion.

Santander reviewed the historical closing share prices of the Class A common shares for the 52-week period ended August 17, 2020, two days prior to the announcement of the merger on August 19, 2020. Santander noted that the low and high closing share prices during the 52-week period ended August 17, 2020 were $2.38 and $15.72 per share of Class A common share respectively.

For the years 2016 through 2020 (as of August 17, 2020), Santander calculated, using publicly available information, the mean, median, 25th percentile and 75th percentile one-day unaffected stock price premia paid for acquisition transactions with an equity value between US$100 million and US$1 billion that Santander deemed appropriate in its professional judgment and experience. The analysis indicated a mean, median, 25% percentile and 75th percentile one-day unaffected stock price premia of 22.2%, 9.8%, 4.9% and 29.8%

respectively. Based on the foregoing review and utilizing its professional judgment and experience, Santander applied a premia reference range of 4.9% to 29.8% to the closing share price of the Class A common shares as of August 17, 2020, two days prior to the announcement of the merger on August 19, 2020. This analysis indicated an illustrative range of prices per share of Class A common shares of $5.53 to $6.84 based on the closing share price of the Class A common shares as of August 17, 2020.

In addition to the presentation provided to the special committee on August 19, 2020, the date on which Santander delivered its written fairness opinion, as described above, Santander made two other written presentations to the special committee on July 24 and August 17, 2020, which are referred to as the preliminary Santander presentations. Copies of the preliminary Santander presentations have been attached as exhibits to the Schedule 13E-3 filed by Dufry and Merger Sub with the SEC with respect to the proposed merger.

The July 24, 2020 materials included, for information purposes, among other things, (i) an overview of Santander’s valuation methodology and (ii) initial, preliminary valuation analyses.

The August 17, 2020 materials included, for information purposes, among other things, preliminary valuation analyses that were substantially similar to those contained in the written presentation provided to the special committee on August 19, 2020 and updated based on then-current market information, with most substantive changes compared to the July 24, 2020 materials reflecting (1) the separate valuation of NOLs and tax adjustments following discussions with the management of Hudson, (2) adjusted tax treatment of minority interests, (3) the revised summary financial projections, which were substantially similar to the original summary financial projections other than for certain revisions by management of Hudson made to reflect the impact of further decline in business travel in 2023E, 2024E and 2025E and which Santander utilized at the direction of the special committee, and (4) updates to the weighted average cost of capital and trading multiple ranges utilized by Santander in its valuation analyses to reflect changes in market data.

Each of the analyses performed in the preliminary Santander presentations was subject to further updating and subject to the final analyses provided to the special committee on August 17, 2020 by Santander. Each of these analyses was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Santander as of, the dates on which Santander performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information, and the preliminary Santander presentations did not contain all of the financial analyses included in the August 17, 2020, presentation. None of the preliminary Santander presentations, alone or together, constitutes an opinion of Santander with respect to the merger consideration.

The special committee selected Santander as its financial advisor because it is a recognized financial advisory firm that has substantial experience in transactions similar to the proposed merger and it regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions and other purposes. Pursuant to the engagement letter, as compensation for Santander’s services in connection with the rendering of its opinion to the special committee, Hudson agreed to pay Santander a fee of €775,000, payable upon the earlier of (i) the delivery of Santander’s opinion or (ii) the execution of the definitive documentation with respect to the proposed merger if, prior to such execution, Santander informs the special committee that it is prepared to deliver its opinion. No portion of Santander’s fee is contingent upon the successful consummation of the proposed merger or the conclusion contained in its opinion. In addition, Hudson has also agreed to indemnify Santander for certain liabilities arising out of its engagement.

Other than Santander’s engagement to render its opinion to the special committee, during the two years preceding the date of its opinion, Santander and its affiliates had commercial and/or investment banking relationships with Dufry and provided cash management, working capital solutions, guarantees and risk management products to Dufry in Europe and South America, for which Santander and its affiliates received aggregate fees of approximately €740,000. Such services by Santander and/or its affiliates during such period included Santander and/or its affiliates’ acting as Joint Bookrunner in the initial public offering of Hudson in 2018 and acting as Global Coordinator and Bookrunner in the €750 million senior notes issuance in 2019.

In the ordinary course of Santander’s businesses, Santander and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Hudson or

Dufry for its own account or for the accounts of customers and, accordingly, Santander may at any time hold long or short positions in such securities or other financial instruments.

Hudson does not, as a matter of course, publicly disclose detailed financial projections as to future performance, earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. These and other factors make it difficult to accurately forecast Hudson’s performance. However, as further described in the section entitled “—Background of the Merger” beginning on page 21 of this shareholder circular, certain financial projections were prepared by Hudson’s management at the request of the special committee and subsequently made available to the special committee’s advisors in connection with their evaluation of Dufry’s merger proposal. In addition, Hudson’s management provided to the special committee and its advisors certain financial projections prepared for Dufry by Hudson’s management, which were prepared at the request of Dufry in connection with Dufry’s performance of its goodwill impairment analysis as of March 31, 2020.

This summary of Hudson’s financial projections is included solely to provide information on the financial projections that were made available to the special committee and the special committee’s advisors in connection with their evaluation of the merger. The financial projections may differ materially from published analyst estimates and forecasts and the inclusion of the financial projections should not be regarded as an indication that Hudson, the special committee or the special committee’s advisors or any other person considered, or now considers, the financial projections to be a reliable prediction of future results. By including these financial projections, neither Hudson nor any other person (or their respective representatives) has made or is making any representation to any person regarding the information included in the projections or the ultimate performance of Hudson compared to the projections. Accordingly, Hudson has not made any representation to Dufry or Merger Sub, in the merger agreement and the statutory merger agreement or otherwise, concerning the projections.

The financial projections are subjective in many respects. Although presented with numerical specificity, the financial projections reflect and are based on numerous varying assumptions and estimates with respect to industry performance, general business, economic, political, market and financial conditions, competitive uncertainties, and other matters, all of which are difficult to predict and beyond Hudson’s control. The financial projections also reflect assumptions as to certain business matters that are subject to change and are beyond Hudson’s control. The financial projections are forward-looking statements that should be read with caution, and there can be no assurance that the projected results will be realized or that actual results will not be higher or lower than projected (see the section entitled “Caution Regarding Forward-Looking Statements” beginning on page 12 of this shareholder circular for more information). In addition, since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. The financial projections were not prepared with a view toward public disclosure or toward complying with IFRS and Hudson’s independent registered public accounting firm has not examined or compiled any of the financial projections, expressed any conclusion or provided any form of assurance with respect to the financial projections and, accordingly, assumes no responsibility for them. The financial projections incorporate certain financial measures, such as EBITDA and free cash flow, which are not IFRS measures. Hudson’s calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies.

The financial projections were prepared by Hudson’s management in good faith based on management’s reasonable best estimates and assumptions (subject to the limitations discussed in the three descriptions below), particularly in light of the impact of the COVID-19 pandemic, with respect to Hudson’s future financial performance at the time they were prepared and speak only as of that time. The financial projections do not take into account any circumstances or events occurring after the date they were prepared, and Hudson does not intend to update or otherwise revise the financial projections, or the specific portions presented, to reflect circumstances existing after the date when they were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. For the foregoing reasons, as well as the bases and assumptions on which the financial projections were compiled, the inclusion of specific portions of the financial projections in this shareholder circular should not be regarded as an indication that such projections are an accurate prediction of future events, and they should not be relied on as such.

Set forth below is a summary of the financial projections that the special committee and its advisors considered in their evaluation of the merger proposal.

As required by certain accounting rules, Dufry reviews its goodwill for impairment on an annual basis or more frequently if certain indicators of impairment exist. Accordingly and in light of the global impact of the COVID-19 pandemic on Dufry and Hudson’s businesses, Dufry directed Hudson’s management to perform impairment tests as of March 31, 2020. For the purposes of these projections, Dufry instructed Hudson’s management to assume no new business opportunities would be available following the recovery from the COVID-19 pandemic and to make simplifying assumptions regarding the treatment of Hudson’s tax attributes and consolidated, non-wholly owned joint ventures. Solely for this purpose, Hudson’s management prepared a set of financial projections for the fiscal years 2020 through 2024, that forecasted the impact of the COVID-19 pandemic on Hudson and its businesses (the “impairment case financial projections”) that were provided to the special committee and its advisors on July 14, 2020.

The following table presents a summary of the impairment case financial projections:

Following receipt of the merger proposal on July 6, 2020 and at the request of the special committee, Hudson’s management prepared, and subsequently made available to the special committee and its advisors, a set of financial projections on July 21, 2020, which included multi-year projections for the fiscal years 2020 through 2025 (the “original summary financial projections”). The original summary financial projections reflect various estimates, assumptions and methodologies that differ from the estimates, assumptions and methodologies reflected in the impairment case financial projections, which were prepared by Hudson’s management in a different context and were selected based on the then applicable and specific requirements of Dufry’s impairment analysis, and were based on the impacts of a number of changes that had occurred since the impairment case financial projections were prepared, including, among other things: (1) improvements to Hudson’s cost structure, reflecting the impact of personnel expense savings and significant rent concessions that Hudson had been able to achieve since the impairment case financial projections were prepared, (2) the availability and sources of certain new business opportunities, which were not included in the impairment case financial projections due to the applicable requirements of Dufry’s impairment analysis, (3) a more comprehensive treatment of Hudson’s tax attributes, which included a separate analysis to calculate the estimated present value of the tax attributes, calculated by adding the U.S. cash tax adjustments and expected savings from net operating loss carryforwards whereas the impairment case financial projections simplified the projections by estimating Hudson’s net operating loss usage in arriving at free cash flow, and (4) the treatment of Hudson’s joint ventures, which excluded free cash flow attributable to the minority interests in Hudson’s consolidated, non-wholly owned joint ventures.

As a result of the differences described above, the impairment case financial projections incorporates a free cash flow financial measure that is not directly comparable to the free cash flow financial measure incorporated in both the original summary financial projections and the revised summary financial projections. One consequence of these differences, among other things, is to cause the free cash flow financial measure summarized by the line item “Consolidated Free Cash Flow” in the impairment case financial projections to be different than the free cash flow financial measure summarized by the line item “Free Cash Flow Attributable to Hudson” in the original summary financial projections and the revised summary financial projections due to the treatment of Hudson’s joint ventures, which excluded free cash flow attributable to the minority interests in Hudson’s consolidated, non-wholly owned joint ventures in the original summary financial projections and revised summary financial projections.

The following table presents a summary of the original summary financial projections:.

As discussed in more detail above in the section entitled “—Background of the Merger” beginning on page 21 of this shareholder circular, during the course of July 12, 2020 through August 3, 2020, Hudson’s management held extensive discussions with the special committee and its financial advisors regarding the original summary financial projections, including Hudson’s management assumptions about the timing and extent of the short- and mid-term recovery from the current downturn in air travel related to the COVID-19 pandemic, the relative importance of business-related travel to Hudson’s revenue and Hudson’s management expectation as to the possibility of a sustained or permanent reduction in business-related travel following the effects of the COVID-19 pandemic. Following these discussions, Hudson’s management prepared, and subsequently made available to the special committee and its advisors, a set of financial projections on August 2, 2020 (the “revised summary financial projections”) which were identical to the original summary financial projections other than for an adjustment to reflect the possibility of a more sustained reduction in business-related travel following the industry’s recovery from the COVID-19 pandemic.

The following table presents a summary of the revised summary financial projections:

When considering the recommendation of the special committee and the Hudson board of directors that Hudson’s shareholders adopt the merger agreement and the statutory merger agreement and approve the merger, you should be aware that certain directors and executive officers may have interests in the merger that may be different from, or in addition to, those of Hudson’s shareholders generally. These interests may present such directors and executive officers with actual or potential conflicts of interest. The Hudson board of directors and the special committee were aware of these interests during their deliberations on the merits of the merger and in deciding to recommend that Hudson’s shareholders vote to adopt the merger agreement and statutory merger agreement and to approve the merger.

Set forth below are descriptions of the interests of Hudson’s directors and executive officers, including interests in equity or equity-based awards and other compensation and benefit arrangements. The non-employee directors who are discussed below are: Juan Carlos Torres Carretero, Julián Díaz González, Roger Fordyce, James Cohen, Mary J. Steele Guilfoile, Andrés Holzer Neumann, Joaquín Moya-Angeler Cabrera, James E. Skinner and Eugenia M. Ulasewicz. On May 4, 2020, Mary J. Steele Guilfoile stepped down from the Board of Directors of Hudson. Both Juan Carlos Torres Carretero and Julián Díaz González are employees of Dufry and its affiliates, and as such are not entitled to compensation for their service as a Hudson director. The executive officers who are discussed below are: Roger Fordyce (Chief Executive Officer), Adrian Bartella (Chief Financial Officer), Brian Quinn (Executive Vice President and Chief Operating Officer), Hope Remoundos (Executive Vice President and Chief Marketing Officer), Michael Mullaney (Executive Vice President, Corporate Strategy & Business Development) and Jordi Martin-Consuegra (Executive Vice President, Chief Administrative Officer and Deputy Chief Executive Officer). Joseph DiDomizio, the former Chief Executive Officer, left Hudson in January 2019 and is not entitled to any payments or benefits in connection with the merger. Heekyung (Jo) Min resigned from the Hudson board of directors in 2019 and is not entitled to any payments or benefits in connection with the merger.

Each of Hudson’s directors and executive officers will be entitled to receive, for each share of Hudson Class A common shares held by such director or executive officer as of the completion of the merger, the same per-share merger consideration in the same manner as the other holders of Hudson Class A common shares. As of [•], 2020, Hudson’s directors and executive officers held as a group [•] of Hudson Class A common shares.

Hudson’s executive officers have been granted awards of restricted stock units under Hudson’s Long-Term Incentive Plan for Selected Management Members. Hudson’s non-employee directors do not hold any Hudson equity awards and, therefore, have been omitted from the discussion below.

As more fully described below under the heading “The Merger Agreement—Treatment of Hudson Restricted Stock Units” beginning on page 60 of this shareholder circular, each outstanding Hudson vested restricted stock unit will be canceled and converted into the right of the holder to receive the merger consideration ($7.70) for each Hudson Class A common share subject to such Hudson vested restricted stock unit. The estimated aggregate value (based on the merger consideration) of Hudson vested restricted stock unit awards held by Hudson’s executive officers is $[•].

As promptly as practicable following the date of the merger agreement, Dufry and the Nomination and Remuneration Committee of Hudson will cooperate in good faith to determine the appropriate treatment of Hudson unvested restricted stock units, including any unvested service-based and performance-based restricted stock units. As of the date of this shareholder circular, no determinations have been made regarding the treatment of Hudson unvested restricted stock units. The estimated aggregate value (based on the merger consideration) of Hudson unvested restricted stock unit awards held by Hudson’s executive officers is $[•].

For information regarding indemnification of Hudson’s directors and executive officers, see the section entitled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance” beginning on page 67 of this shareholder circular.

The parties estimate that the total amount of funds necessary to complete the merger and the related transactions, including payment of fees and expenses in connection with the merger, is approximately $[•], assuming no exercise of dissenters’ rights by shareholders of Dufry. Dufry expects to provide the amount of funds necessary to complete the merger and the related transactions through an equity rights offering, which has been fully underwritten by a bank consortium. The completion of the merger is conditioned on the completion of an equity rights offering (the “rights offering”) by Dufry resulting in net proceeds in an amount at least equal to the amount of funds necessary to complete the merger. In order to consummate the rights offering, Dufry must obtain the approval of its shareholders to increase the share capital of Dufry (the “share capital increase”). In connection with rights offering, Dufry has secured a CHF 415 million equity investment commitment from funds managed by Advent International Corporation or its affiliates to purchase shares at CHF 28.50 per share in the rights offering (to the extent such rights are not taken up by Dufry shareholders).

Dufry has plans with respect to the financing of the merger, other than the rights offering. For more information on Dufry’s financing arrangements for the merger, see the sections entitled “The Merger Agreement—Financing of the Merger” beginning on page 67 of this shareholder circular.

Under the terms of the merger agreement, each of Hudson and Dufry agrees to use their respective reasonable best efforts (except where the merger agreement specifies a different standard) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to

consummate the transactions contemplated by the merger agreement, including preparing and filing as promptly as practicable with any government authority or other third party all documentation to effect all necessary filings and obtaining any specified regulatory approvals. The completion of the merger is not conditioned upon any regulatory approvals having been obtained.

Hudson does not believe that any material federal or state regulatory approvals, filings or notices are required in connection with effecting the merger other than the approvals, filings or notices required under federal securities laws, and the filing with the Registrar of Companies in Bermuda to register the merger pursuant to the Bermuda Companies Act with respect to the merger and the notification to the Bermuda Monetary Authority regarding the merger, delisting and change in the ultimate beneficial ownership of Hudson.

Except as described in the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 70 of this shareholder circular, whether or not the merger is completed, all fees and expenses incurred in connection with the merger will be paid by the party incurring those fees and expenses. Hudson will pay the costs of printing and mailing this shareholder circular. Neither Hudson nor Dufry anticipate any solicitation expenses. Total fees and expenses incurred or to be incurred by Hudson in connection with the merger are estimated at this time to be as follows:

It is also expected that Dufry and/or Merger Sub will incur approximately $[•] of financing costs and $[•] of legal fees and other advisory fees.

The exchange of Hudson Class A common shares for cash in the merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 87 of this shareholder circular and consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by Hudson or by its shareholders in respect of the Hudson Class A common shares. As a result, other than for persons ordinarily resident in Bermuda there are no current Bermuda taxation implications resulting from the merger or the transactions contemplated by the merger agreement and the statutory merger agreement.

Hudson has received an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not until March 31, 2035, be applicable to Hudson or to any of Hudson’s operations or to Hudson Class A common shares or other obligations except in so far as such tax applies to persons ordinarily resident in Bermuda or to any taxes payable by Hudson in respect of real property owned or leased by Hudson in Bermuda. Consequently, other than for persons ordinarily resident in Bermuda, there are no current Bermuda taxation implications for holders of Hudson Class A common shares resulting from the merger or the transactions contemplated by the merger agreement and the statutory merger agreement.

Upon completion of the merger, the Hudson Class A common shares currently listed on the NYSE will cease to be listed on the NYSE and will subsequently be deregistered under the Exchange Act.

Under Bermuda law holders of Hudson Class A common shares have rights of appraisal pursuant to which those holders of Hudson Class A common shares who do not vote in favour of the merger proposal and who are not satisfied that they have been offered “fair value” for their shares may apply to the Supreme Court of Bermuda for an appraisal of the “fair value” of their shares within one month of the giving of the notice of the special general meeting of Hudson and otherwise fully comply with the requirements seeking appraisal under the Bermuda Companies Act (such a person, a ‘dissenting shareholder’ and all Hudson Class A common shares held by such dissenting shareholder, “dissenting shares”). Any dissenting shareholder will not be paid the merger consideration and will instead be entitled, in lieu of the merger consideration, to receive the “fair value” of such shares, as appraised by the Supreme Court of Bermuda under the Bermuda Companies Act, from Hudson as the surviving company by payment within one month after such appraisal by the Supreme Court of Bermuda. If a dissenting shareholder fails to exercise, effectively withdraws or otherwise waives any right to appraisal, such dissenting shareholder’s Hudson Class A common shares will be canceled as of the effective time of the merger and converted into the right to receive the merger consideration. For a more complete description of the available appraisal rights, see the section entitled “Appraisal Rights of Shareholders” beginning on page 74 of this shareholder circular. The full text of Section 106 of the Bermuda Companies Act is attached to this shareholder circular as Annex E.

Under the merger agreement, Hudson has agreed to give Dufry (i) written notice of (A) any demands for appraisal of dissenting Hudson Class A common shares or appraisal withdrawals and any other written instruments, notices, petitions or other communication received by Hudson in connection with the foregoing and (B) to the extent that Hudson has knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the “fair value” of the dissenting Hudson Class A common shares and (ii) to the extent permitted by applicable law, the opportunity to participate with Hudson in any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act. Hudson shall not, without the prior written consent of Dufry or as otherwise required by an order of a governmental entity of competent jurisdiction, voluntarily make any payment with respect to, negotiate with respect to, offer to settle or settle any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act. Payment of any amount payable to holders of dissenting Hudson Class A common shares shall be the obligation of the surviving company.

As of the date hereof, there are no pending lawsuits challenging the merger. However, potential plaintiffs may file lawsuits challenging the merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay completion of the merger and result in substantial costs to Hudson, including any costs associated with the indemnification of directors and officers. One of the conditions to the closing of the merger is the absence of any provision of any applicable law restraining, enjoining, prohibiting or otherwise making illegal the consummation of the merger or any of the other transactions contemplated by the merger agreement. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the merger on the agreed-upon terms, then such injunction may prevent the merger from being completed, or from being completed within the expected timeframe. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect Hudson’s business, financial condition, results of operations and cash flows.

The following is a summary of the material terms and conditions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This summary is qualified in its entirety by reference to the complete text of the Agreement and Plan of Merger, dated as of August 18, 2020, a copy of which is attached to this shareholder circular as Annex A, and which is incorporated by reference into this shareholder circular. We encourage you to read the merger agreement carefully and in its entirety because it is the legal document that governs the merger.

The following summary is included in this shareholder circular only to provide you with information regarding the terms and conditions of the merger agreement, and not to provide any factual information about Hudson or its subsidiaries or affiliates. Accordingly, the following summary is not intended to modify or supplement any factual disclosures about Hudson in its public reports filed with the SEC. In particular, the merger agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Hudson or any of its subsidiaries or affiliates. The merger agreement contains representations and warranties by Hudson, Dufry and Merger Sub which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by the disclosure schedules to the merger agreement; were made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts; and may apply contractual standards of materiality or material adverse effect that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Hudson’s public disclosures.

Additional information about Hudson may be found elsewhere in this shareholder circular and Hudson’s other public filings. See the section entitled “Where You Can Find More Information,” beginning on page 90 of this shareholder circular.

At the effective time of the merger, Merger Sub will be merged with and into Hudson on the terms and subject to the conditions set forth in the merger agreement and the statutory merger agreement, and pursuant to Section 104H of the Bermuda Companies Act. As a result of the merger, the separate existence of Merger Sub will cease, and Hudson will be the surviving company of the merger and indirect wholly owned subsidiary of Dufry. Hudson, Dufry and Merger Sub will (i) on the closing date, execute and deliver the statutory merger agreement, (ii) on or prior to the closing date, cause an application for the registration of the surviving company (the “merger application”) to be executed and delivered to the Registrar of Companies in Bermuda as provided under Section 108 of the Bermuda Companies Act and to be accompanied by the documents required by Section 108(2) and Section 108(3) of the Bermuda Companies Act and (iii) cause to be included in the merger application a request that the registrar issue the certificate of merger with respect to the merger (the “certificate of merger”) on the closing date at the time of day mutually agreed upon by Hudson and Dufry and set forth in the merger application. Hudson, Dufry and Merger Sub agree that they will request the registrar provide in the certificate of merger that the effective date of the merger be the closing date. From and after the effective time, all of the undertaking, property and liabilities of Hudson and Merger Sub will vest in the surviving company and the surviving company shall continue to be liable for the obligations of Hudson and Merger Sub, with any existing cause of action, claim or liability to prosecution against either Hudson and Merger Sub unaffected, all as provided under Section 109(2) of the Bermuda Companies Act.

The memorandum of association of the surviving company will be the memorandum of association of Hudson immediately prior to the effective time, until thereafter amended as provided therein or in accordance with applicable law. The bye-laws of the surviving company will be in the form of the bye-laws of Merger Sub immediately prior to the effective time, until thereafter amended in accordance with applicable law, except that references to the name of Merger Sub will be replaced by references to Hudson. From and after the effective time of the merger, until successors are duly elected or appointed and qualified in accordance with applicable

law, (i) the directors of Hudson immediately prior to the effective time will be the directors of the surviving company and (ii) the officers of Hudson immediately prior to the effective time will be the officers of the surviving company.

Unless another place or time is mutually agreed by Hudson and Dufry, the closing of the merger will take place as soon as possible, but in any event no later than two business days after the date the closing conditions set forth in the merger agreement and described in the section entitled “—Conditions to Completion of the Merger” beginning on page 69 of this shareholder circular (other than conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions. The merger will become effective at such time as the certificate of merger is issued by the registrar or at such later time as may be specified in the certificate of merger. As of the date of this shareholder circular, we expect to complete the merger in the fourth quarter of 2020. However, completion of the merger is subject to the satisfaction or waiver of the conditions to the completion of the merger, which are described below, and it is possible that factors outside the control of Hudson or Dufry could delay the completion of the merger, or prevent it from being completed at all. There may be a substantial amount of time between the special general meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required approvals.

At the effective time of the merger, each Hudson Class A common share outstanding immediately prior to the effective time of the merger (other than shares owned by Hudson (as treasury shares), Dufry, Merger Sub, or any other subsidiary of Dufry and Hudson, or any shareholder who has properly demanded appraisal rights in accordance with the Bermuda Companies Act) will be converted into the right to receive $7.70 in cash, without interest and less any applicable withholding taxes. As of the effective time of the merger, all such Hudson Class A common shares will no longer be outstanding and will automatically be cancelled and retired and cease to exist, and will thereafter represent only the right to receive the merger consideration to be paid in accordance with the terms of the merger agreement.

At the effective time of the merger, each Hudson Class A common share held by Hudson (as treasury shares) or owned by Dufry, Merger Sub or any other subsidiary of Hudson or Dufry will be canceled without payment of any consideration. Each Hudson Class B common share will be converted into one fully paid and nonassessable common share of the surviving company without any further consideration payable in respect thereof. Each common share of Merger Sub issued and outstanding immediately prior to the effective time will be converted into and become one fully paid and nonassessable common share of the surviving company with the same rights, powers and privileges as the shares so converted and will, together with each Hudson Class B common share converted into one fully paid and nonassessable common share of the surviving company, constitute the only issued and outstanding shares of the share capital of the surviving company. In addition, Hudson Class A common shares outstanding immediately prior to effective time of the merger and held by a shareholder who does not vote in favor of the merger and who has properly applied to the Supreme Court of Bermuda for an appraisal of the “fair value” of their Hudson Class A common shares within one month from the giving of the notice convening the special general meeting in accordance with the Bermuda Companies Act will not be converted into the right to receive the merger consideration, unless and until such holder fails to perfect, effectively withdraws or otherwise loses or waives any right to appraisal. If any holder of Hudson Class A common shares that demands appraisal rights properly perfects such rights, such holder will be entitled to the “fair value” of such Hudson Class A common shares as appraised by the Supreme Court of Bermuda, as further described in the section entitled “Appraisal Rights of Shareholders” beginning on page 74 of this shareholder circular.

Prior to the effective time of the merger, Dufry will appoint a paying agent for the purpose of exchanging for the merger consideration (i) certificates representing Hudson Class A common shares or (ii) uncertificated Hudson Class A common shares. Dufry International AG, a wholly owned indirect subsidiary of Dufry, will, and

Dufry will cause Dufry International AG to, make available to the paying agent the merger consideration to be paid in respect of both the certificates representing Hudson Class A common shares and the uncertificated Hudson Class A common shares.

Promptly after the effective time of the merger, Dufry will send, or cause the paying agent to send, to each holder of Hudson Class A common shares at the effective time of the merger a letter of transmittal and instructions (which will specify that the delivery will be effected, and risk of loss and title will pass, only upon proper delivery of certificates representing Hudson Class A common shares or transfer of uncertificated Hudson Class A common shares to the paying agent) for use in such exchange.

Each holder of Hudson Class A common shares that have been converted into the right to receive the merger consideration will be entitled to receive, upon (i) surrender to the paying agent of a certificate representing Hudson Class A common shares, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the paying agent (or such other evidence, if any, of transfer as the paying agent may reasonably request) in the case of a book-entry transfer of uncertificated shares, the merger consideration payable for each Hudson Class A common share represented by a certificate or uncertificated Hudson Class A common share. Until so surrendered or transferred, as the case may be, each such certificate or uncertificated Hudson Class A common share will represent after the effective time of the merger for all purposes only the right to receive such merger consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Hudson Class A common shares.

If any portion of the merger consideration is to be paid to a person other than the person in whose name the surrendered certificate or the transferred uncertificated share is registered, it will be a condition to such payment that (i) either such certificate be properly endorsed or otherwise be in proper form for transfer or such uncertificated share be properly transferred and (ii) the person requesting such payment must pay to the paying agent any transfer or other taxes required as a result of such payment or establish to the satisfaction of the paying agent that such tax has been paid or is not payable.

After the effective time of the merger, there will be no further registration of transfers of Hudson Class A common shares. If, after the effective time of the merger, certificates representing Hudson Class A common shares or uncertificated Hudson Class A common shares are presented to the surviving company, Dufry or the paying agent, they will be canceled and exchanged for the merger consideration.

Any portion of the merger consideration made available to the paying agent (and any interest or other income earned thereon) that remains unclaimed by holders of Hudson Class A common shares six months after the effective time of the merger will be returned to Dufry International AG or other affiliate designated by Dufry, upon demand, and any such holder who has not exchanged its Hudson Class A common shares for the merger consideration prior to that time will thereafter look only to Dufry International AG for payment of the merger consideration in respect of such Hudson Class A common shares without any interest thereon. Notwithstanding the foregoing, neither Dufry nor any of its affiliates will be liable to any holder of Hudson Class A common shares for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar applicable laws. Any amounts remaining unclaimed by holders of Hudson Class A common shares two years after the effective time of the merger (or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental authority) will become, to the extent permitted by applicable law, the property of Dufry International AG, free and clear of any claims or interest of any person previously entitled thereto.

Any portion of the merger consideration made available to the paying agent to pay for Hudson Class A common shares for which appraisal rights have been perfected will be returned to Dufry International AG or one of its affiliates upon demand.

Each of the paying agent, Merger Sub, the surviving company, Dufry International AG and Dufry will entitled to deduct and withhold from the merger consideration or any payment otherwise payable to any person pursuant to the merger agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable law in any jurisdiction or political subdivision thereof or therein. If the paying agent, Merger Sub, the surviving company, Dufry International AG or Dufry, as the case may be, so withholds amounts and remits such amounts to the applicable governmental authority, such amounts

will be treated for all purposes of the merger agreement as having been paid to such person in respect of which the paying agent, Merger Sub, the surviving company or Dufry, as the case may be, made such deduction and withholding. Dufry will, upon request, use reasonable efforts to cooperate with Hudson and its shareholders to obtain any reduction of, or relief from, any deduction or withholding; provided however, that such terms do not require Dufry or Hudson to cause any delay to the closing in order to obtain any reduction of, or relief from, any deduction or withholding.

Hudson’s representations and warranties to Dufry and Merger Sub in the merger agreement relate to, among other things:

Dufry’s representations and warranties to Hudson in the merger agreement relate to, among other things:

None of the representations and warranties in the merger agreement survive the effective time of the merger.

Many of Hudson’s representations and warranties in the merger agreement are qualified by a “company material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct has had or would reasonably be expected to have, individually or in the aggregate, a company material adverse effect). For purposes of the merger agreement, a “company material adverse effect” means a material adverse effect on:

(i) the financial condition, business or results of operations of Hudson and its subsidiaries, taken as a whole, excluding any such effect to the extent arising out of any of the following:

Notwithstanding these exclusions, any change or event referred to in the first, second and fifth bullets will be taken into account in determining whether a “company material adverse effect” has occurred or would reasonably be expected to occur to the extent that any such change or event has a disproportionate effect on Hudson and its subsidiaries, taken as a whole, relative to other participants in the industry in which Hudson and its subsidiaries operate (but only to the extent of the incremental disproportionate effect thereof); and

(ii) Hudson’s ability to perform its obligations thereunder or consummate the merger or any of the other transactions contemplated by the merger agreement or the statutory merger agreement in a timely manner.

Certain of Dufry’s representations and warranties in the merger agreement are qualified by a “parent material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct has had or would reasonably be expected to have, individually or in the aggregate, a parent material adverse effect). For purposes of the merger agreement, a “parent material adverse effect” means a material adverse effect on Dufry’s ability to perform its obligations under the merger agreement or consummate the merger in a timely manner.

Hudson has agreed to certain covenants in the merger agreement restricting the conduct of its business between the date of the merger agreement and the effective time of the merger. In general, except as expressly contemplated by the merger agreement or required by applicable law or any governmental authority, or with the prior written consent of Dufry (not to be unreasonably withheld, conditioned or delayed), Hudson is required to, and to cause each of its subsidiaries to, use its and their respective commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice and in accordance with the Master Relationship Agreement, dated as of February 1, 2018, between Dufry and Hudson (the “Master Relationship Agreement”) and existing reporting lines and authorities between Hudson and Dufry. Without limiting the generality of the foregoing, Hudson is required to, and to cause each of its subsidiaries to, use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect its permits and (iii) maintain satisfactory relationships with its customers, lenders, suppliers and others having significant business relationships with it.

Notwithstanding anything to the contrary in the merger agreement, any action taken, or omitted to be taken, by Hudson or any of its subsidiaries as a result of any requirement of applicable law or any governmental authority to the extent related to or arising in response to COVID-19 (including, but not limited to, mandatory shutdowns, “shelter-in-place” requirements and closures) or otherwise generally consistent with the actions taken, or omitted to be taken, in response to COVID-19 by the other participants in the industry in which Hudson and its subsidiaries operate, shall in no event be deemed to constitute a breach of the covenants in the merger agreement restricting the conduct of its business between the date of the merger agreement and the effective time of the merger; provided that Hudson and its subsidiaries shall, to the extent reasonably practicable, consult with Dufry prior to taking, or omitting to take, any such action.

Notwithstanding anything to the contrary in the merger agreement, (i) if an action by Hudson or any of its subsidiaries requires the consent or approval of Dufry or any of its affiliates under the Master Relationship Agreement or any other agreement between Hudson or any of its subsidiaries, on the one hand, and Dufry or any of its affiliates, on the other hand, and Dufry or its affiliate, as applicable, does not provide such consent or approval, the failure to take such action by Hudson or its subsidiary, as applicable, will in no event be deemed to constitute a breach of the covenants in the merger agreement restricting the conduct of its business between the date of the merger agreement and the effective time of the merger and (ii) if an action or omission by Hudson or any of its subsidiaries results, directly or indirectly, from Dufry’s or any of Dufry’s affiliates’ breach of, failure to perform its obligations under, or failure to provide any of the services to Hudson and its subsidiaries that are contemplated by, in each case, the Master Relationship Agreement or any other agreement described in the foregoing clause (i), such action or omission will in no event be deemed to constitute a breach of the covenants in the merger agreement restricting the conduct of its business between the date of the merger agreement and the effective time of the merger.

Hudson has agreed to take all necessary actions in accordance with applicable law, Hudson’s bye-laws and the applicable rules of NYSE to duly call, give notice of, convene and hold the special general meeting as promptly as reasonably practicable after the date of the merger agreement for the purpose of voting on the approval and adoption of the merger agreement, the statutory merger agreement and the merger, which will be held on a date selected by Hudson in consultation with Dufry. Hudson is not permitted to, without the prior written consent of Dufry, adjourn, postpone or otherwise delay the special general meeting; provided Hudson may adjourn, recess, reconvene or postpone the special general meeting (i) if the required quorum for the special general meeting is not present, (ii) after consultation with Dufry, to the extent necessary to ensure that any legally required supplement or amendment to this shareholder circular is provided to the shareholders of Hudson within a reasonable amount of time in advance of the special general meeting, or (iii) otherwise with the written

consent of Dufry, to take actions necessary or advisable to secure the shareholder approval. Without limiting the generality of the foregoing, unless and until the merger agreement is terminated in accordance with its terms, the Hudson board of directors must submit the merger agreement and the merger to the Hudson shareholders at the special general meeting, notwithstanding (A) the making of any “acquisition proposal” (as described below) (whether or not publicly made), (B) an adverse recommendation change (as described below), or (C) anything else to the contrary contained in the merger agreement. After Hudson has established a record date for the special general meeting, Hudson is not permitted to change such record date or establish a different record date for the special general meeting without the prior written consent of Dufry (not to be unreasonably withheld, delayed or conditioned), unless required to do so by applicable law or the Hudson’s bye-laws. Without the prior written consent of Dufry, Hudson may only propose the adoption of the merger agreement, the statutory merger agreement and the transactions contemplated thereby (including the merger) to be acted on by the shareholders of Hudson at the special general meeting (including any adjournment or postponement thereof) (other than matters of procedure and matters required by applicable law to be voted on by Hudson’s shareholders in connection with the approval of the merger agreement and the transactions contemplated thereby). Dufry and Merger Sub have agreed to use their reasonable best efforts to assist and cooperate with Hudson in the preparation and mailing of this shareholder circular and all other required filings required under applicable law and the applicable rules of the NYSE. Dufry irrevocably agrees to cause its subsidiaries to vote all shares held by such subsidiaries in favor of the approval and adoption of the merger agreement, the statutory merger agreement and the merger at special general meeting.

Prior to the closing, Hudson has agreed that neither Hudson nor any of its subsidiaries will, nor will Hudson or any of its subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“representatives”) to, directly or indirectly:

Hudson and Dufry agree that any violation of these restrictions on Hudson by any representative of Hudson or any of its subsidiaries will be a breach of such restrictions, unless (i) such violation is committed without the knowledge of the special committee and Hudson uses its reasonable best efforts to promptly cure such violation once the special committee is made aware thereof or (ii) such representative is also a representative of Dufry. Nothing contained in the merger agreement will constitute a waiver of any of any of Dufry’s rights under the Master Relationship Agreement.

Notwithstanding the restrictions described above, at any time prior to the adoption of the merger agreement by Hudson’s shareholders (but in no event after obtaining the adoption of the merger agreement by Hudson’s shareholders), (i) Hudson, acting at the direction of the special committee, directly or indirectly through its representatives, may (A) subject to the restrictions described above, engage in negotiations or discussions with any third party or its representatives if such third party has made after the date of the merger agreement a bona fide, unsolicited, written acquisition proposal that the special committee determines in good faith by a majority vote, after considering advice from the special committee financial advisors and outside legal counsel to the special committee, constitutes or would reasonably be expected to result in a “superior proposal” (as described below) and (B) thereafter furnish to such third party or its representatives non-public information relating to

Hudson or any of its subsidiaries pursuant to a customary confidentiality agreement with such third party, which confidentiality agreement with such third party will include customary standstill obligations, but will not in any event include provisions requiring exclusive negotiations; and (ii) following receipt of a superior proposal after the date of the merger agreement, the special committee and/or board of directors of Hudson may make an adverse recommendation change; in each of the foregoing clauses (i) and (ii), only if the special committee or the board of directors of Hudson, as applicable, determines in good faith by a majority vote, after considering advice from outside legal counsel to Hudson, that the failure to take such action would reasonably be expected to be a breach of its fiduciary duties under the laws of Bermuda.

Hudson is required to keep Dufry fully informed, on a current basis, of the status and details of any acquisition proposal received and of any action taken, or contemplated to be taken. Neither the special committee or the board of directors of Hudson is permitted to make an adverse recommendation change pursuant to the exceptions described above unless (i) Hudson promptly notifies Dufry, in writing at least five business days before taking such action, of its intention to do so, (ii) if requested by Dufry, during such five business day or longer period, Hudson and its representatives will have discussed and negotiated in good faith with Dufry regarding any proposal by Dufry to amend the terms of the merger agreement in response to such superior proposal, (iii) Dufry does not make, within such five business day or longer period after its receipt thereof, an offer to amend the terms of the merger agreement that is at least as favorable to the shareholders of Hudson as such superior proposal and (iv) after such five business days or longer period, the special committee determines in good faith by a majority vote, after considering advice from the special committee financial advisors and outside legal counsel to Hudson, and taking into account any proposal by Dufry to amend the terms of the merger agreement made during such period, that (A) such acquisition proposal continues to be a superior proposal and (B) the failure to take such action would reasonably be expected to be a breach of its fiduciary duties under the laws of Bermuda (it being understood and agreed that any amendment to the financial or other material terms of any such superior proposal will require the obligations of Hudson above to be complied with anew).

For purposes of the merger agreement, “acquisition proposal” means, other than the transactions contemplated by the merger agreement, any third party offer, proposal or inquiry relating to, or any third party indication of interest in:

For purposes of the merger agreement, “adverse recommendation change” means, with respect to the Hudson board of directors or special committee (A) a failure to make, withdraw or modify in a manner adverse to Dufry or Merger Sub the Hudson board recommendation or the special committee recommendation of the merger (or recommend an acquisition proposal or make any public statement (or statement to any of its shareholders (other than, for the avoidance of doubt, to a director of Hudson in his capacity as such)) inconsistent with the Hudson board recommendation or the special committee recommendation of the merger (including publicly proposing to withdraw or modify the Hudson board recommendation or the special committee recommendation)), (B) a failure to include the Hudson board’s recommendation and the special committee recommendation of the merger in this shareholder circular or (C) a recommendation of an acquisition proposal.

For purposes of the merger agreement, “superior proposal” means any bona fide, unsolicited written acquisition proposal for at least a majority of the Hudson Class A common shares or all or a material portion of the consolidated assets of Hudson and its subsidiaries on terms that the special committee determines in good faith by a majority vote, after considering the advice of the special committee financial advisors and outside legal counsel, and taking into account all the terms and conditions of such acquisition proposal (and the identity of the counterparty), would result in a transaction that if consummated, is more favorable to all of Hudson’s shareholders from a financial point of view than as provided thereunder.

In considering these provisions of the merger agreement, Hudson shareholders should note that it is not possible for a third party to acquire Hudson without the approval of Dufry and that Dufry is under no obligation to support any such acquisition.

Subject to the terms and conditions of the merger agreement, Hudson and Dufry will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the merger agreement, including (i) preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary filings and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or other third party that are necessary, proper or advisable to the consummate the translations contemplated by the merger agreement.

To the extent permitted by applicable law, and subject to the immediately preceding paragraph, each of Dufry and Hudson agrees to use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any filing or communication received from, or intended to be given to, any governmental authority and of any material communication received or intended to be given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by the merger agreement, and prior to submitting any filing, substantive written communication, correspondence or other information or response by such party to any governmental authority (or members of the staff of any governmental authority) or in connection with any proceeding by a private party, the submitting party shall permit the other party and its counsel the opportunity to review as reasonably in advance as practicable under the circumstances, and consider in good faith the comments of the other party in connection with, any such filing, communication or inquiry and further each of Dufry and Hudson agrees to furnish each other with a copy of any filing, communication or, if in written form, inquiry, it or any of its affiliates makes to or receives from any governmental authority or in connection with any proceeding by private party, in each case regarding any of the transactions contemplated by the merger agreement, and (iii) consult with each other in advance of any meeting or conference with any such governmental authority or, in connection with any proceeding by a private party, with any other person, and to the extent reasonably practicable, give the other party the opportunity to attend and participate in such meetings and conferences.

Under the terms of the merger agreement, Hudson will promptly advise Dufry in writing of any proceedings (including derivative claims) commenced or, to the knowledge of Hudson, threatened against the Hudson and/or its directors or executive officers relating to the merger agreement, the statutory merger agreement, the merger and/or the other transactions contemplated thereby and will keep Dufry promptly and reasonably informed regarding any such proceeding. Subject to applicable law, Hudson will give Dufry the opportunity to participate in the defense or settlement of any such proceeding and will give due consideration to Dufry’s views with respect thereto. Hudson will not agree to any settlement of any such proceeding without Dufry’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Prior to the effective time of the merger, Hudson will cooperate with Dufry and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable law and rules and policies of the NYSE to enable the delisting

by the surviving company of the Hudson Class A common shares from the NYSE and the deregistration of the Hudson Class A common shares under the Exchange Act as promptly as practicable after the effective time of the merger, and in any event no more than 10 days after the closing.

From and after the effective time of the merger, Dufry has agreed to cause the surviving company to indemnify and hold harmless the present and former officers and directors of Hudson (each, an “indemnified person”) and to cause Dufry International AG in its capacity as a shareholder of Hudson to waive any claim or right of action Dufry International AG may have against an indemnified person in respect of acts or omissions occurring at or prior to the effective time of the merger to the extent provided under Hudson’s bye-laws in effect on the date of the merger agreement and such indemnification obligations will survive until the expiration of the applicable statute of limitations with respect to any claims against any such indemnified person arising out of such acts or omissions; provided that such indemnification will be subject to any limitation imposed from time to time under applicable law.

From and after the effective time of the merger, Dufry has agreed to cause to be maintained in effect provisions in the surviving company’s bye-laws (or in such documents of any successor to the business of the surviving company) regarding elimination of liability of directors, waivers by shareholders, indemnification of officers, directors and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of the merger agreement, until the expiration of the applicable statute of limitations described in the first paragraph above.

At or prior to the effective time of the merger, Dufry has agreed to purchase or cause to be purchased, and maintain or caused to be maintained in effect, a fully prepaid non-cancellable extension of the directors’ and officers’ insurance policies and fiduciary insurance policies that cover Hudson and its subsidiaries for a claims reporting or discovery period of at least six years from and after the effective time of the merger with respect to any claim related to any period of time at or prior to the effective time of the merger with terms, conditions, retentions and limits of liability that are substantially the same or at least as favorable as those contained in Hudson’s existing directors’ and officers’ insurance policies and fiduciary insurance policies, unless, to the reasonable satisfaction of the special committee, the terms of Hudson’s existing directors’ and officers’ insurance policies and fiduciary insurance policies renders the purchase of such extension of the directors’ and officers’ insurance policies and fiduciary insurance policies unnecessary; provided that in no event will Dufry be required to expend for such policies pursuant to this sentence an amount in excess of 300% of the amount per annum Hudson paid (or Dufry or any of its subsidiaries paid and allocated to Hudson) in its last full fiscal year; and provided further that if the aggregate premiums of such insurance coverage exceed such amount, Dufry will be obligated to obtain, or cause to be obtained, a policy with the greatest coverage available, with respect to matters occurring prior to the effective time of the merger, for a cost not exceeding such amount.

If Dufry, the surviving company or any of their successors or assigns (i) consolidates with or merges into any other person and will not be the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision will be made so that the successors and assigns of Dufry or the surviving company, as the case may be, will assume the obligations described therein.

Dufry has agreed to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the approval of the shareholders of Dufry to an increase in Dufry’s share capital necessary for an equity rights offering by Dufry to finance the transaction (the “rights offering”) and complete the rights offering as promptly as reasonably practicable and prior to the end date (as defined below). Dufry has agreed to take all necessary actions in accordance with applicable law, the Dufry’s board regulations and the applicable rules of the SIX Swiss Exchange to duly call, give notice of, convene and hold an extraordinary general meeting of the shareholders of Dufry as promptly as reasonably practicable after the date of the merger agreement for the purpose of voting on the increase in Dufry’s share capital. Dufry has agreed to (i) cause the notice convening the extraordinary general meeting of the shareholders of Dufry to be published in the Swiss Official Gazette of Commerce and mailed to the shareholders of Dufry entitled to vote at the extraordinary general meeting of the shareholders of Dufry, (ii) subject to the proviso set forth in the first

sentence of the next paragraph, hold the Dufry shareholders meeting not later than 30 calendar days after the date of publication of the notice convening the extraordinary general meeting of the shareholders of Dufry in the Swiss Official Gazette of Commerce and (iii) comply with all legal requirements applicable to the extraordinary general meeting of the shareholders of Dufry.

Dufry is not permitted to, without the prior written consent of the special committee, postpone or cancel the extraordinary general meeting of the shareholders of Dufry; provided that Dufry may, without the prior written consent of the special committee, postpone the extraordinary general meeting of the shareholders of Dufry if Dufry believes in good faith that such postponement is reasonably necessary to allow reasonable additional time to solicit additional proxies necessary to obtain the approval by the shareholders of Dufry. After Dufry has established a record date for the extraordinary general meeting of the shareholders of Dufry (being the date on which a shareholder of Dufry needs to be entered in the share register of Dufry with the right to vote to be entitled to vote in the extraordinary general meeting of the shareholders of Dufry), Dufry is not permitted to change such record date or establish a different record date for the Dufry shareholders meeting without the prior written consent of Hudson (at the direction of the special committee, but not to be unreasonably withheld, delayed or conditioned), unless required to do so by applicable law or Dufry’s articles of incorporation. Without the prior written consent of Hudson (at the direction of the special committee), the approval of the Dufry share capital increase will be the only matter (other than (x) matters of procedure and matters required by applicable law to be voted on by Dufry’s shareholders in connection with the Dufry share capital increase, (y) the deletion of article 30 of Dufry’s articles of incorporation and (y) any other matter that would not reasonably be expected to materially impede or materially delay the obtaining of the Dufry shareholder approval) that Dufry will propose to be acted on by the shareholders of Dufry at the extraordinary general meeting of the shareholders of Dufry (including any adjournment or postponement thereof).

Dufry has agreed to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the consent to the merger of the lender or lenders whose commitments aggregate more than 66²∕3 per cent of the total commitments outstanding at any time under each of the “facilities agreements” (as described below) (the “lender consents”) reasonably promptly following the date of the merger agreement, prior to the closing of the rights offering and prior to the end date. Dufry will use its commercially reasonable efforts to deliver to the agent under each facilities agreement a consent request, which will provide that consent to the merger is conditioned upon completion of the rights offering, reasonably promptly after the date of the merger agreement. Notwithstanding anything to the contrary, neither Dufry nor any of its subsidiaries will be required to, and neither Hudson nor any of its subsidiaries will, pay, or offer to pay, any money to any person in order to obtain the lender consents, including any “consent fee” or similar payment.

For purposes of the merger agreement, “facilities agreements” means (i) the $700,000,000, EUR 500,000,000 and EUR 1,300,000,000 Multicurrency Term and Revolving Credit Facilities Agreement dated 3 November 2017 and made between, among others, Dufry, Dufry International AG, the various lenders party thereto from time to time and ING Bank N.V. (as the agent), and (ii) the EUR 367,000,000 Multicurrency Term and Revolving Credit Facilities dated 29 May 2020 and made between, among others, Dufry, Dufry International AG, the various lenders party thereto from time to time and ING Bank N.V. (as the agent) (each, as amended, varied, supplemented and/or restated from time to time).

Dufry has agreed to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the consents to the rights offering and related Dufry share capital increase by the joint global coordinators on behalf of the managers pursuant to the Accelerated Bookbuilding Agreement between Dufry and the managers named therein (the “manager consents”) as promptly as reasonably practicable following the date of the merger agreement, prior to the closing of the rights offering and prior to the end date.

Dufry has irrevocably agreed to cause its subsidiaries to vote all Hudson shares held by such subsidiaries in favor of the approval and adoption of the merger agreement, the statutory merger agreement and the merger at the special general meeting.

The merger agreement contains other covenants, including those relating to the Rule 13e-3 transaction statement on Schedule 13E-3 with the SEC, elimination or minimization of the effects of certain takeover statutes, access to information, public announcements and notices of certain events.

The obligations of Hudson, Dufry and Merger Sub to consummate the merger are subject to the satisfaction or (to the extent permissible under applicable law) waiver of the following conditions:

The obligations of Dufry and Merger Sub to consummate the merger are also subject to the satisfaction (or, to the extent permissible under applicable law, waiver by Dufry) of the following further conditions:

The obligation of Hudson to consummate the merger are subject to the satisfaction (or, to the extent permissible under applicable law, waiver by Hudson) of the following conditions:

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger (notwithstanding any approval or adoption of the merger agreement by the shareholders of Hudson or Dufry):

Dufry has agreed to pay Hudson a termination fee of (x) $6,000,000 or (y) in the event that the end date is extended beyond December 18, 2020, $12,000,000 in cash if the merger agreement is terminated by:

Dufry is not entitled to receive a termination fee payable by Hudson.

If the merger agreement is terminated pursuant to the terms thereof, the merger agreement will become void and of no effect without liability of any party (or any shareholder or representative of such party) (except as set forth in the section “—Termination Fee Payable by Dufry” beginning on page 71 of this shareholder circular); provided that, if such termination resulted from Hudson’s or Dufry’s fraud or the willful (i) failure of Hudson or Dufry to fulfill a condition to the performance of the obligations of the other party or (ii) breach of the merger agreement, such party shall be fully liable for any and all liabilities and damages incurred or suffered by the other party as a result of such failure.

The merger agreement provides that, except where the merger agreement is validly terminated in accordance with its terms, the parties will be entitled to an injunction or injunctions to prevent breaches of the merger agreement or to specifically enforce the performance of the terms and provisions of the merger agreement in any federal court located in the State of Delaware or any Delaware state court (except to the extent any such proceeding mandatorily must be brought in Bermuda), in addition to any other remedy to which they are entitled at law or in equity.

Except as set forth in the section “—Termination Fee Payable by Dufry” beginning on page 71 of this shareholder circular, all costs and expenses incurred in connection with the merger agreement will be paid by the party incurring such cost or expense.

At any time prior to the effective time of the merger, the parties may amend or waive any provision of the merger agreement. Any such amendment must be in writing and signed by each party to the merger agreement and any such waiver must be in writing and signed by each party against whom the waiver is to be effective; provided that (i) any such amendment or waiver by Hudson must be approved by the special committee and (ii) there will be no amendment or waiver that would require the approval of the shareholders of Hudson under applicable law without such approval having first been obtained.

The parties agreed that the merger agreement and all claims and causes of action arising out of or relating to the merger agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such state except to the extent the provisions of the laws of Bermuda are mandatorily applicable to the merger.

The parties agreed that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, the merger agreement or the transactions contemplated by the merger agreement (whether brought by any party or any of its affiliates or against any party or any of its affiliates) will (except to the extent any such proceeding mandatorily must be brought in Bermuda) be brought in the Delaware Chancery Court or, if such court does not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties to the merger agreement irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Each party further irrevocably waived any and all right to trial by jury in any legal proceeding arising out of or related to the merger agreement or the transactions contemplated by the merger agreement.

No provision has been made (i) to grant the unaffiliated shareholders access to the corporate files of Hudson, any other party to the merger or any of their respective affiliates, or (ii) to obtain counsel or appraisal services at the expense of Hudson, or any other such party or affiliate.

Under Bermuda law, in the event of a merger of a Bermuda company with another Bermuda company or foreign corporation, any shareholder of the Bermuda company is entitled to receive “fair value” for its shares. For purposes of Section 106(2)(b)(i) of the Bermuda Companies Act, the Hudson board of directors considers the “fair value” for each Hudson Class A common share to be $7.70, without interest and less any applicable withholding taxes.

Any Hudson shareholder who is not satisfied that it has been offered “fair value” for its Hudson Class A common shares and whose shares are not voted in favor of the merger proposal may exercise its appraisal rights under the Bermuda Companies Act to have the “fair value” of its shares appraised by the Supreme Court of Bermuda. Persons owning beneficial interests in Hudson Class A common shares but who are not shareholders of record should note that only persons who are shareholders of record are entitled to make an application for appraisal. Any Hudson shareholder of Hudson Class A common shares intending to exercise appraisal rights must file its application for appraisal of the “fair value” of its shares with the Supreme Court of Bermuda within one month after the date the notice convening the special general meeting to approve the merger has been given. The notice delivered with this shareholder circular constitutes this notice. There are no statutory rules and limited decisions of the Supreme Court of Bermuda prescribing in detail the operation of the provisions of the Bermuda Companies Act governing appraisal rights that are set forth in Section 106 of the Bermuda Companies Act or the process of appraisal by the Supreme Court of Bermuda ; the Supreme Court of Bermuda retains considerable discretion as to the precise methodology that it would adopt when determining the “fair value” of shares in an appraisal application under the Bermuda Companies Act.

If a Hudson shareholder votes in favor of the merger proposal at the special general meeting, such shareholder will have no right to apply to the Supreme Court of Bermuda to appraise the “fair value” of its Hudson Class A common shares, and instead, if the merger is consummated, and as discussed in the section of this shareholder circular titled “The Merger Agreement—Effect of the Merger on Hudson Shares,” each Hudson Class A common shares held by such shareholder will be canceled and converted into the right to receive the merger consideration. Voting against the merger, or not voting, will not in itself satisfy the requirements under the Bermuda Companies Act for a shareholder to exercise such shareholder’s right to apply for appraisal of the “fair value” of its shares.

A FAILURE OF A DISSENTING SHAREHOLDER TO AFFIRMATIVELY VOTE AGAINST THE MERGER PROPOSAL WILL NOT CONSTITUTE A WAIVER OF ITS RIGHT TO HAVE THE “fair value” OF ITS HUDSON CLASS A COMMON SHARES APPRAISED, PROVIDED THAT SUCH SHAREHOLDER DOES NOT VOTE IN FAVOR OF THE MERGER PROPOSAL.

In any case where a registered holder of Hudson Class A common shares has made an appraisal application, in respect of the Hudson Class A common shares held by such dissenting shareholder, and the merger has been made effective under Bermuda law before the Supreme Court of Bermuda’s appraisal of the “fair value” of such dissenting shares, such dissenting shareholder will be paid by the surviving company within one month of the Supreme Court of Bermuda’s appraisal, an amount equal to the value of the dissenting shares appraised by the Supreme Court of Bermuda.

In any case where the value of the dissenting shares held by a dissenting shareholder is appraised by the Supreme Court of Bermuda before the merger has been made effective under Bermuda law, then Hudson will be required to pay the dissenting shareholder within one month of the Supreme Court of Bermuda’s appraisal an amount equal to the value of the dissenting shares appraised by the Supreme Court of Bermuda, unless the merger is terminated under the terms of the merger agreement, in which case no payment shall be made. However, it is anticipated that, subject to having obtained the requisite shareholder approval at the special general meeting of Hudson, the merger would have proceeded prior to the appraisal by the Supreme Court of Bermuda.

A shareholder that has exercised appraisal rights has no right of appeal from an appraisal made by the Supreme Court of Bermuda. The responsibility for apportioning the costs of any application to the Supreme Court of Bermuda under Section 106 of the Bermuda Companies Act will be in the discretion of the Supreme Court of Bermuda.

The relevant portion of Section 106 of the Bermuda Companies Act in relation to appraisal rights is as follows:

SHAREHOLDERS WHO HOLD THEIR SHARES IN BANK OR BROKERAGE ACCOUNTS OR OTHER NOMINEE FORMS, AND WHO WISH TO EXERCISE APPRAISAL RIGHTS, SHOULD CONSULT WITH THEIR BANKS, BROKERAGE FIRMS AND OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKERAGE FIRM OR OTHER NOMINEE HOLDER TO MAKE A DEMAND FOR APPRAISAL OF THOSE HUDSON CLASS A COMMON SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKERAGE FIRM AND OTHER NOMINEE MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

A shareholder who elects to exercise appraisal rights under Section 106(6) of the Bermuda Companies Act should, in addition to making an application to the Supreme Court of Bermuda, mail or deliver a written demand to:

The following tables present the selected consolidated financial information for Hudson. Hudson’s selected consolidated statements of operations data presented below for the years ended December 31, 2019 and 2018 and Hudson’s selected consolidated balance sheet data as of December 31, 2019 and 2018 have been derived from Hudson’s consolidated financial statements, which are included in Hudson’s annual report on Form 20-F for the year ended December 31, 2019, beginning on page F-1.

Hudson’s historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, Hudson’s audited consolidated financial statements and related notes and “Item 5. Operating and Financial Review and Prospects” in Hudson’s annual report on Form 20-F for the year ended December 31, 2019, which are incorporated into this shareholder circular by reference. See “Where You Can Find More Information” for a description of how to obtain a copy of such Annual Report.