Counter-motions/Election proposals pursuant to sections 126, 127 AktG that may be received by the company will be published here in case they have to be made accessible for legal requirements.

Non-binding unofficial convenience translations from German:

Submitter: Mr. Wilm Diedrich Mueller

Re. Item 2 of the Agenda: Individuals, I hereby submit a motion that no members of the Executive Board be ratified for the 2020/2021 fiscal year. 

Reasoning: The reason for this countermotion is that in the same fiscal year 2020/2021 no resolution was passed on a single day at an ordinary Annual General Meeting on the use of retained earnings. 

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

Submitter: Mr. Wilm Diedrich Mueller

Re. Item 3 of the Agenda:

Individuals, I submit a motion that the acts of none of the members of the Supervisory Board be ratified.

Reasoning: My reason for this countermotion is that there are too many companies with unclear headquarters "Hanover and Berlin" or "Berlin and Munich", as is the case, for example, with the above-mentioned company Siemens.

I think that the headquarters of every company should be defined absolutely clearly and unambiguously. Without any room for interpretation.

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

Submitter: Dachverband der Kritischen Aktionärinnen und Aktionäre

Re. Item 2 of the Agenda: The actions of the Executive Board members are not to be approved.

Reasoning: The Executive Board of TUI AG does not live up to its responsibility towards its own employees and violates human rights due diligence obligations.

1. Responsibility towards workers disregarded despite state aid
TUI has received almost five billion euros of German taxpayers' money to shoulder the consequences of the Corona pandemic. This means that the company has received the highest support payments in Germany after Lufthansa.

TUI has not sufficiently met Verdi's demand to use the funds "in a future-oriented way and to guarantee the employees secure jobs and, above all, jobs that secure their livelihoods". Despite the billions in payments, at least 8,000 jobs were cut and the contracts of more than 6,000 seasonal employees at holiday destinations were terminated. They are among the big losers of the crisis. This is despite the fact that seasonal workers are needed again as the crisis recovers.

This lack of support for workers in the crisis years contrasts with the justification for the need for state aid for the TUI Group: CEO Friedrich Joussen argued, for example, that TUI was systemically relevant partly because it played a "stabilising role in southern Europe and North Africa" - after all, TUI would provide investment, infrastructure and jobs (https://www.bloomberg.com/press-releases/2020-12-10/tui-ag-acs-annual-financial-report-part-2). But neither in Germany nor in the most popular holiday destinations did the support payments ensure that workers were adequately protected and supported in the crisis.

2. Support for anti-human migration policies
The TUI AG board supports anti-human migration policies in Europe by using TUI Airways charter flights to deport refugees and putting pressure on hotels not to support people fleeing.

TUI is now the number one airline for deportation flights in the UK and has operated 21 mass deportations between January and October 2021 alone (https://www.dailyrecord.co.uk/news/scottish-news/glasgow-tui-protest-planned-holiday-25284794); a trend already evident from August 2020, when TUI emerged as the UK's top deportation airline in the midst of the Corona crisis (https://corporatewatch.org/the-two-sides-of-tui-crisis-hit-holiday-giant-turned-deportation-specialist/).

In order to circumvent passengers' solidarity with (rejected) asylum seekers, the UK Home Office has long used non-commercial charter flights to carry out forced deportations. The destinations of these flights are often countries that were formerly victims of British colonialism, including Jamaica, Nigeria and Zimbabwe, but also Vietnam. (https://cityofsanctuary.org/2021/08/27/stop-tui-drop-deportations-weekend-of-action-28th-29th-august/). The airlines that carry out these deportations have no means of checking the legality of these deportations themselves.

TUI likes to present itself as a cosmopolitan and family-friendly company, but it actively profits from the anti-human policy of the British state towards migrants and refugees. And not only there, but also in Spain: In 2020, the company put hotels on the Canary Islands under pressure and threatened to stop sending tourists to the islands if the hotels continued to provide emergency accommodation for African refugees. (https://cadenaser.com/emisora/2020/11/25/radio_club_tenerife/1606308585_651149.html)

3. Investors threaten to withdraw if TUI does not fulfil its responsibility towards its employees (both permanent and seasonal) and if deportation practices continue.
Compliance with environmental, social and governance standards (ESG criteria) is becoming increasingly important for institutional investors. These criteria also include reliable working conditions. This is all the more important when a company receives financial support from the state amounting to several billion. Research confirms that there is a positive correlation between the consideration of ESG criteria and the performance of companies. Sustainably operating and well-managed companies are better investment candidates. Matching TUI AG's image (cosmopolitan, family-friendly, focused on sustainability) with the company's actual practices is becoming increasingly important for institutional investors. This is not compatible with an internationally operating group like TUI AG supporting anti-human deportation practices, the legality of which it is not in a position to check, and putting pressure on hotels that show solidarity with refugees and offer them shelter.

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

Submitter: Dachverband der Kritischen Aktionärinnen und Aktionäre

Re. Item 3 of the Agenda: The actions of the Supervisory Board members are not to be approved.

Reasoning: The Supervisory Board of TUI AG has not fulfilled its responsibility to sanction the Executive Board for not achieving essential climate protection targets.

In a letter to all employees on 1 November 2021, TUI CEO Fritz Joussen spoke of a "decade of transformation" and how TUI would contribute to "sustainable tourism". (https://www.tuigroup.com/de-de/medien/storys/2021/2021-11-03-tui-ceo-fritz-joussen-zum-thema-nachhaltigkeit) In the past financial year, however, TUI AG failed to meet key climate protection targets. The non-achievement of these targets is not reflected in the remuneration of most Executive Board members; for example, the remuneration of CEO Joussen increased by 5 per cent year-on-year. (see TUI Annual Report, p. 137)

1. TUI Airlines misses CO2 reduction target
TUI missed the target set in the framework of its sustainability strategy "Better Holidays, Better World" of reducing CO2 intensity by 10% by 2020 in the airline sector. The target had been based on efficiency improvements and the planned fleet renewal programme. TUI cites the "grounding" of the Boeing 737 Max and the resulting delays in deliveries as the reason for this. (On "grounding": the Boeing 737 Max passenger aircraft had to be grounded worldwide between March 2019 and December 2020 - longer in many countries - after 346 people died in two crashes). This had "unfortunately significantly impacted" the progress towards the target. In addition, the realisation of the target of further improvement in relative CO2 emissions, based on load factors and fuel consumption, had become impossible due to the ongoing COVID 19 crisis. (TUI Annual Report, p. 78)

TUI Airlines' relative CO2 emissions increased by 15% in the 2021 financial year. This was also due to the grounding of the fleet as a result of the COVID 19 crisis. It had led to a significant decline in flight operations and load factors for all TUI Airlines. As a result of a higher cargo share at some TUI Airlines, the weight of aircraft increased, leading to an increase in fuel consumption. (TUI Annual Report, p. 78)

2. Rising CO2 emissions in TUI Cruises 
In the 2021 financial year, specific CO2 emissions in the cruise segment increased by 83.8%. Per cruise passenger, 240 kg of carbon dioxide were emitted per night (compared to 130 kg in 2020). TUI AG explains the increase by "the significant reduction in occupancy rates as a result of COVID19". (TUI Annual Report, p. 79)

In the hotels, there was an increase in CO2 emissions, water consumption and waste per overnight stay in the past financial year. TUI AG again cites the effects of the COVID19 crisis as the reason; it had led to "the temporary closure of hotels and overall lower occupancy rates". (TUI Annual Report, p. 79)

3. Tourism industry must reorganise portfolio
Politicians, tourists and the tourism industry are all called upon to contribute to achieving the climate goals. "Companies can do a lot," demands Wolfgang Strasdas, head of research at the Centre for Sustainable Tourism at the University of Applied Sciences Eberswalde, and suggests the following concrete measures: "Change your portfolio, compensate flights, offer the train instead of the flight or show the costs per travel day. Then it would become apparent to customers that longer trips are cheaper per travel day. https://www.tagesschau.de/wirtschaft/tourismus-klimaschutz-nachhaltigkeit-101.html

TUI CEO Fritz Joussen will have to be measured against his words: "We will continue to focus on significantly reducing our ecological footprint. In doing so, we are not only targeting our emissions, but also the issues of water, energy and waste. With our sustainability agenda, we want to be a pioneer for the sustainable development of the tourism industry." The coming years will show whether words are followed by deeds. (from "Decade of Transformation")

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