• 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 der Kritischen Aktionärinnen und Aktionäre e.V.

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

The Dachverband der Kritischen Aktionärinnen und Aktionäre proposes that the actions of the members of the Executive Board be denied.

Reasoning: The Executive Board of TUI AG has failed to implement ambitious measures for environmental and climate protection. The climate protection measures must take account of the consequential climate damage caused by the company and the requirements of the Paris Climate Agreement.
Instead of merely proclaiming the will to become climate neutral in all business areas and in the supply chains by 2050, TUI AG should specify exactly when it will achieve which concrete measures on the path to climate neutrality.

Cruise business must become more climate and environmentally friendly
TUI Cruises continues to rely on extremely dirty heavy fuel oil, which is dangerous for the environment and health but unfortunately also cheap, as the main fuel for its cruise ships. The switch from heavy fuel oil to marine diesel is possible within minutes or at the latest with the next refuelling stop. The fact that the individual brands and the Cruise Lines International Association (CLIA), among others, referred to the lack of alternatives in the context of a Bundestag committee meeting must be understood as an attempted deception. While according to a study commissioned by the German Maritime Centre only about 18% of German container ships still rely on heavy fuel oil, almost 50% of cruise ships do. The cruise industry comes in last in terms of heavy fuel oil consumption among the various sectors of shipping. In the TUI Group, this applies in particular to TUI Cruises.

Even the very positive order for a ship to be powered by methanol cannot hide this fact. However, this path is being recognised. TUI Cruises is taking a pioneering role here. If it can be ensured that only green methanol - i.e. methanol based on renewable energy - is used, TUI- Cruises could be the first shipping company in the world to offer largely climate-neutral cruises on large ships. In addition to the choice of fuel, the use of shore power also plays a central role in reducing air pollution as well as greenhouse gas emissions. TUI's cruise brands have hardly used shore-side electricity in the past. However, we see a positive trend here, which we would like to praise. Both Hapag-Lloyd Cruises and TUI Cruises have started to purchase and have committed to regular purchase in several ports.

In the area of climate protection, the growing segment of luxury cruises, which in the TUI Group is served in particular by Hapag-Lloyd Cruises, is a cause for concern. Here, the individual passenger has a disproportionately larger ecological footprint. Within a few days of cruising, the annual CO2 budget can be spent, which, in terms of climate protection, each individual is entitled to. This luxury segment, which also offers routes to ecologically particularly sensitive areas such as the polar regions, has a special responsibility. A rapid decarbonisation of this segment is therefore imperative not only for the sake of climate and environmental protection, but also in particular for the sake of social acceptance.

NABU has critically accompanied the cruise industry on its way towards environmental and climate compatibility for more than 10 years. Various measures have been recognised by various environmental and climate protection experts. The TUI Cruises and Hapag-Lloyd Cruises brands were able to position themselves in the top ranks. In 2022, only one of the 19 internationally active cruise shipping companies contacted by NABU did not respond to the cruise ranking survey: Marella Cruises, which belongs to TUI. The company has thus been placed at the bottom of the ranking.

Misjudgement regarding Supervisory Board member Mordashov
CEO Fritz Joussen, who left the company in 2022, made a drastic misjudgement regarding TUI's Russian majority shareholder and former Supervisory Board member Alexey Mordashov. Joussen answered our question at the 2022 AGM as to what extent Mordashov's "dubious image" was rubbing off on TUI:
"Mr. Mordashov is a shareholder who, by the way, stood by our company during the crisis and was in close contact with the political decision-makers during the crisis, because it was always important that when the state gives money, the investors also give money. That was a mutual interest. I can't see that Mr Mordashov has a negative image and accordingly I don't believe that there is anything to rub off." Mordashov is one of the Russian oligarchs against whom the EU imposed sanctions because of Russia's war on Ukraine. Mordashov resigned from the supervisory board at the beginning of March 2022, but continues to indirectly hold 30.91% of TUI shares via Unifirm Limited and Severgroup LLC.

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

Submitter: Dachverband der Kritischen Aktionärinnen und Aktionäre e.V.

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

The Dachverband der Kritischen Aktionärinnen und Aktionäre proposes that the actions of the members of the Supervisory Board be denied.

Reasoning: TUI AG's Supervisory Board must do more to ensure that the company is well prepared for the Supply Chain Sourcing Obligations Act.

More transparency in the supply chain law
It is unclear whether TUI AG will be well prepared for the supply chain due diligence law is prepared. In its annual report, TUI AG speaks of "thousands of suppliers in more than 90 countries". The company should know and provide exact figures here. It would be advisable for TUI to proactively identify human rights and environmental due diligence violations both in its own business operations and within the supply chain (e.g. disregard for occupational health and safety, working hours, freedom of assembly, child labour, forced labour). As examples, TUI itself cites hotel employees with excessive working hours and workers at suppliers with insufficient protection against occupational accidents. It would also be important for TUI to describe in detail which new processes and structures it intends to introduce with a strong focus on its procurement.

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 8 a) to d) of the Agenda: Amendment of the Articles of Association

The Dachverband der Kritischen Aktionärinnen und Aktionäre proposes that the amendment to the Articles of Association regarding the holding of virtual general meetings be rejected.

Reasoning: The format and manner in which an AGM is conducted affects fundamental shareholder rights. Therefore, it should be the general meeting, not the board, that decides on the conditions or format of future general meetings. In addition, the AGM should also decide whether a hybrid format should be implemented as a further option, combining the advantages of a face-to-face AGM with those of a purely virtual event.

New legal possibilities for virtual general meetings are not implemented
With the decision to hold this year's Annual General Meeting purely virtually, the Executive Board has already proven that it does not want to use new possibilities for a shareholder-friendly expansion of participation opportunities. For example, the board did not give shareholders the opportunity to submit their questions in writing in advance and to make the answers transparent for everyone. In this way, the right of all shareholders to ask questions and receive information could have been better implemented and the discussion at the general meeting could have been focused on important points and follow-up questions.

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