• Supplementary motions if they fulfill the requirements of section 122 (2) AktG
• Counter-motions/Election proposals pursuant to sections 126, 127 AktG that may be received by us will be published here if they have to be made accessible for legal requirements

Non-binding unofficial convenience translations from German:

Submitter: Dachverband Kritische Aktionäre

Re. Item 2 of the Agenda: Resolution on the discharge of the members of the Executive Board

The Dachverband der Kritischen Aktionärinnen und Aktionäre is requesting that the members of the Board of Management be denied discharge.

Reasoning:

In view of the climate catastrophe, TUI AG's climate targets appear to be unambitious. The group only wants to have reduced its climate-damaging emissions to zero by 2050.

Emissions from the cruise division increase by almost 18 percent
In the 2023 financial year, the TUI Group's absolute total emissions only increased by 1% compared to the previous year. The cruise division of the TUI Group, which includes TUI Cruises, Hapag-Llyod Cruises and Marella Cruises with 16 cruise ships, stands out clearly with an increase of 17.9% in CO2 emissions. How TUI Cruises plans to reduce emissions by 27.5% by 2030 (compared to the comparable year 2019) remains questionable.

While TUI Cruises is in fifth place out of 13 shipping lines in the current cruise ranking of the environmental organization Nabu, Hapag-Lloyd Cruises and Marella Cruises only occupy places nine and 10 (https://www.nabu.de/umwelt-und- resources/transport/shipping/cruise/33548.html). Of particular concern is the drastic increase in methane emissions caused by the use of LNG (liquefied natural gas).

Warning about LNG: Escaping methane has a strong impact on the climate
TUI AG has ordered two ships that will run on LNG for 2024 and 2026. But LNG is not climate-friendly. Nabu demands that LNG should not play a central role in shipping revenue with a view to a largely decarbonized transport sector in 2050. “While LNG has been discussed as a fuel in shipping due to its low price and low air pollutant emissions, the unpreventable methane leakage is a real climate killer. The methane escaping from ships has a climate impact that is 86 times greater than CO2. This effect fundamentally worsens the climate footprint of LNG and, according to a study by the International Council for Clean Transportation (ICCT), can be put on a par with heavy oil and marine diesel. Especially on cruise ships, the climate balance with LNG can be even worse than with diesel, as the engines used here cause particularly high levels of methane emissions. Due to the long service life of ships (approx. 20-40 years), a switch to LNG poses the risk of long-term lock-in effects for fossil natural gas. In any case, the argument that LNG serves as a 'transitional technology' is not valid. Instead, increasing the attractiveness of more climate-friendly fuels, especially hydrogen, ammonia or methanol, would be crucial in order to make them quickly available in large quantities.”

EU emissions trading system will place increasing financial burden on TUI
At the end of November 2022, EU lawmakers agreed on an emissions trading system (ETS) for maritime transport. Since the beginning of this year, ship operators have been required to pay for the CO2 emissions of their ships. Trading will be introduced gradually: This year, 40 percent of CO2 emissions will initially be covered, in 2025 70 percent and from 2026 onwards 100 percent will be recorded. (See https://www.mew-verband.de/aktuelles/presse/bestaetigung-im-finalen-trilog-emissionshandel-im-schiffsverkehr-ab-2024) LNG also poses a high financial risk for TUI AG, as Regulation in the EU is likely to be tightened and not only CO2 but also methane emissions will be priced from 2026.

Flight from Braunschweig-Wolfsburg airport to Naples
TUI and a travel agency from Wolfenbüttel offered a day flight from Braunschweig-Wolfsburg Airport to Naples and back in October 2023. Environmentalists had sharply criticized the project because of the high ecological footprint it would create: it would result in CO2 emissions of 0.55 tons per passenger. You only have seven hours to spend in the Italian city.

You may support the counter-motion by voting "NO" on the respective agenda items in each case​. 

 

Submitter: Dachverband Kritische Aktionäre

Re. Item 3 of the Agenda: Resolution on the discharge of the members of the Supervisory Board

The Dachverband der Kritischen Aktionärinnen und Aktionäre is requesting that the members of the Supervisory Board be denied discharge.

Reasoning:

The Supervisory Board failed as a controlling body for the Executive Board.

Russian oligarch still a major shareholder in TUI
The Russian oligarch Alexey A. Mordashov, who has been on the EU sanctions list since February 28, 2022, is still listed as a 10.9 percent shareholder in TUI AG. According to the EU, Mordashov benefited from his connections with Russian decision-makers and supports political measures against Ukraine.

Misjudgment regarding supervisory board member Mordashev by ex-board boss Joussen
The CEO Fritz Joussen, who left in 2022, made a drastic misjudgment regarding the Russian TUI main shareholder and former supervisory board member Alexey Mordashov. The chairman of the supervisory board, Dr. Dieter Zetsche did not provide a convincing explanation of the causes of this misjudgment at the 2023 Annual General Meeting. He said: “We stand with Ukraine.” Afterwards, Dr. Zetsche from the extraordinary meeting of the Supervisory Board on March 8, 2022, which dealt with the “direct effects of the Russia-Ukraine conflict on TUI AG”. “The changes in the supervisory board due to the resignations of Mr. Mordashov and Mr. Lukin were discussed. In addition, the sanction consequences for TUI from the so-called asset freeze and the ban on provision were also the subject of the meeting.” (https://www.tuigroup.com/damfiles/default/tuigroup-15/de/investoren/8_Corporate-Governance/ pdf_2022/de/09_TUI_GB22_DE_berichtDesAufsichtsrats.pdf-4686db27c51700249e84e060f3e03728.pdf)

The supervisory board should have explained to the shareholders whether it shared or did not question CEO Joussen's assessment. The Supervisory Board must now examine whether Mr Joussen can be sanctioned for the damage caused to TUI AG's reputation as a result of his misjudgment.

The background to this counter-motion is the question raised by the umbrella organization at the 2022 general meeting as to the extent to which Mordashov's "dubious image" rubs off on TUI. Mr. Joussen had replied: “Well, Mr. Mordashov is a shareholder who, by the way, stood by our company during the crisis, and who also had close contact with the political decision-makers during the crisis, because it was always important when the state received money investors also give money. It was a mutual interest. I can't see that Mr. Mordashov has a negative image and therefore I don't think anything will rub off." Mordashov is one of the Russian oligarchs against whom the EU imposed sanctions because of Russia's war against Ukraine. Mordashov resigned from his supervisory board mandate at the beginning of March 2022, but continues to indirectly hold 30.91% of TUI shares via Unifirm Limited and Severgroup LLC.

Unreasonable two-hour interruption of the TUI Annual General Meeting 2023
The cruise ship group TUI was in severe distress at its virtual general meeting on February 14, 2023. There were several interruptions that totaled more than two hours. The group repeatedly gave incorrect information to shareholders about when the general meeting would continue. The “Statement on the Annual General Meeting” published by TUI AG on its website seems downright trivializing given the significance of the incident (see: https://www.tuigroup.com/de-de/medien/presseinformationen/ag-melden/2023/ 2023-02-14-statement-on-the-general-meeting).

The format and manner in which a general meeting is held affects fundamental shareholder rights. If a stock corporation like TUI is unable to guarantee the technical security of holding a virtual general meeting, it must return to the format of the face-to-face general meeting. Ultimately, the Supervisory Board of TUI AG is responsible for ensuring that the Annual General Meeting is successful.

You may support the counter-motion by voting "NO" on the respective agenda items in each case​. 

 

Submitter: Marko Schnick

Re. Item 9 of the Agenda: Rejection of the resolution to approve the remuneration report

Reasoning:

Disclosure of the notes to the income statement, point 18 personnel expenses. Listed provisions for special payments to the board of directors and cancellation of bonuses and special payments to the board of directors as long as the business result is negative and the development of the stock market price is declining.

No dividends, no bonuses and special payments as a principle.

You may support the counter-motion by voting "NO" on the respective agenda item​. 

 

Submitter: Kathrin Glöckner

Re. Item 2 and 3 of the Agenda: Resolution on the discharge of the members of the Executive Board and Supervisory Board.

At the general meeting, I will ask the other shareholders to vote against the “Discharge of the Executive Board and Supervisory Board” on agenda items 2/3.

Reasoning:

As a guest in a Robinson Club in Jandia on Fuerteventura, I had the experience that the standards of high-priced premium locations were not met by the company. The chairman of the board is informed about the process.

It is feared that this will have a negative impact on the company's business results in the medium and long term.

In order to enable the other shareholders to make an assessment, I will report on my personal experiences below:

During a stay at the aforementioned club in December 2023, I discovered while using the toilet that my room was infested with cockroaches. Research has shown that it must have been known for some time at least that this infestation existed, as is otherwise to be expected in much cheaper apartments.

As can be seen from entries on the club's electronic bulletin board, other vacationers also report unreasonable encounters with cockroaches, even in the apartment's bed. As a result, a holidaymaker left the next day after spending the first night in the club's foyer. Scenes that are otherwise known from so-called “descents” are described there.

Such conditions are absolutely unacceptable for premium holidaymakers. The fact that a rental is still taking place knowing that such an infestation is occurring is, in my opinion, an unacceptable situation.

I will report to the general meeting about unsustainable hygienic conditions in the Robinson Club mentioned, about which I also informed the CEO.

A remedy by immediately moving to a cockroach-free room was refused, while on the other hand it was expected to use the room during and immediately after an intensive chemical treatment for vermin. In doing so, demonstrably incorrect information was given about the agent used.

The conditions described are one thing. Dealing with complaints from company employees, as well as the CEO himself, is another matter.

In response to my complaint to the chairman of the board, he informed me that for a guest in this Robinson Club “a few cockroaches a day are acceptable”.

It is well known that cockroaches have the habit of coming out of their hiding places in the dark, i.e. at night. As a result, guests of a Roinson club are expected to receive such visitors in their beds while sleeping.

There will come a time when society will sorely miss customers who feel cheated out of fair return.

Customer-oriented successful management looks different.

In this way, the aura of a special holiday in a Robinson Club has worn off faster than many people can imagine.

You may support the counter-motion by voting "NO" on the respective agenda items in each case​.