• 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 Agenda: Resolution on the discharge of the members of the Executive Board

The Dachverband der Kritischen Aktionärinnen und Aktionäre (umbrella organization of critical shareholders) proposes to vote against the discharge of the members of the Executive Board.

Reasoning:

TUI AG's business practices have a negative impact on the environment and climate. This jeopardizes its own business model, which is largely based on an intact and liveable planet with a healthy environment and ecosystems. At the same time, long-term profit prospects are also jeopardized by not taking sufficient account of international climate legislation and future costs arising from greenhouse gas emissions.

TUI AG's CO2 footprint is getting bigger

TUI AG's Sustainability Report 2023, which was published in June 2024, promises a "consistent focus of the company on climate protection and sustainability". Sebastian Ebel, CEO of the TUI Group, even proclaims: "TUI should become a climate pioneer in our industry." So far, however, there are no signs that the tourism group is making rapid progress on the path to sustainability. But in the financial year 2024, the absolute total emissions of TUI Group's business segments rose by 2.3% compared to the previous year (from 5,953,187 tons in 2023 to 6,089,710 tons in 2024). TUI attributes the increase in carbon dioxide emissions to an expansion of business activities in the flight sector, the commissioning of a further cruise ship at TUI Cruises and the expansion of the hotel portfolio". (see Annual Report, p. 81)

In the airline sector, the increase in CO2 emissions was 2.0%, in the cruise sector one percent, in the hotel sector 3.8% and in guest transportation on land a whopping 11.7%. CO2 emissions only fell by 6.6% in administrative buildings and travel agencies.

It requires a high level of imagination to envision that TUI AG will be climate-neutral by 2050.

Positive direction and individual decisions in the Cruise segment

Overall, the Sustainability Report promises a positive direction, as the reduction of fuel consumption, ship efficiency and the use of alternative fuels have been identified as key areas of focus. The goals and measures set out are generally very welcome. In particular, the measures implemented to increase the efficiency of ships and thus reduce fuel consumption should be emphasized. The further increase in the use of shore-side electricity also makes an important contribution, as this means that fossil fuels do not need to be burned at all during the times in port.

In addition, the expansion of the fleet to include Mein Schiff 7, which will be powered by renewable methanol in the future, is the right step towards achieving the company's own goal of climate-neutral cruises and climate-neutral ship operations throughout.

At the same time, current decisions show that the implementation of the strategies and defined goals remain partly theoretical and do not have an impact on the company's actual business operations.

Use of heavy fuel oil and scrubbers destroys the environment

For example, it cannot be explained why the use of heavy fuel oil at TUI AG has continued to increase and why 6,000 tons more heavy fuel oil were used in 2023 than in 2022. At the same time, the use of the more environmentally friendly fuels MGO and VLSFO increased by 5,000 tons and 3,000 tons respectively. Over 60% of the fuel used by TUI AG is the dirtiest available on the market.

An immediate switch from heavy fuel oil to MGO or VLSFO would be technically possible without the need for upgrades. Instead, TUI AG is operating at the expense of the planet. By using heavy fuel oil in combination with scrubbers, the exhaust gases are purified and released into the atmosphere, but the scrub water is discharged into the ocean contaminated with sulphur and pollutants. The heavy metals, polycyclic aromatic hydrocarbons and other toxic substances it contains cause long-term damage to the marine environment. The damage potential of an accident is also much greater when heavy oil is used, as oil spills in the oceans pose major technical, financial and environmental challenges. The risks include the pollution of sand, soil and beaches with oil and potentially the death of birds and dozens of marine animals. In addition to the dangers to the environment, this poses a risk to coastal tourism, fishing and TUI AG's business operations.

TUI AG is not living up to its responsibility and the increasing environmental awareness of its customers. This long-standing practice must be brought to an end as soon as possible if it is serious about sustainability and does not want to lose customers.

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

 

Submitter: Dachverband Kritische Aktionäre

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

The Dachverband der Kritischen Aktionärinnen und Aktionäre (umbrella organization of critical shareholders) proposes to vote against the discharge of the members of the Supervisory Board.

Reasoning:

The Supervisory Board has failed to act as a supervisory body for the Executive Board. It must request the Executive Board to speed up the transformation towards greater sustainability.

Climate-neutral shipping requires efficiency, electrification and climate-neutral fuels

Furthermore, TUI AG is not fulfilling its role of effectively limiting global warming. Many of the company's decisions are clearly not designed to protect the climate in the long term. In particular, the decision to operate individual ships such as the Mein Schiff Relax with LNG will further harm the climate in the future. In the sustainability report, synthetic LNG is even presented as a climate-friendly fuel. However, no mention is made of the methane slip during the use of LNG as a marine fuel.

And methane emissions during production, transportation and storage are not addressed either. Due to its enormous global warming potential, which more than 80 times the effect of CO2over 20 years, the use of LNG cannot contribute to achieving climate targets neither as a bridging technology nor as a long-term solution.

Furthermore, the testing and blending of biofuels cannot be a solution, as these are not available in scalable quantities and indirect land use changes cause negative climate emissions that are not taken into account in calculations. In addition, there is also a high risk of fraud from incorrectly certified biofuels, as confirmed by numerous reports in the past year.

Finally, the lack of transformation also poses a financial risk for the company. Since last year, shipping companies have had to buy and cancel certificates for their greenhouse gas emissions as part of European emissions trading. From 2026, this will also include methane emissions, which is why it is expected that the use of LNG will lead to further increases in costs. It is also to be expected that international legislation at IMO level will require levies to be paid on greenhouse gas emissions in the future. Sustainable business operations require a rapid switch to efficiency, electrification and climate-friendly fuels such as eMethanol. TUI AG should present itself as a first mover here instead of relying on unsustainable transitional solutions. Only by investing in efficient ships and climate-neutral RFNBOs can TUI AG maintain its position on the international market in the long term.

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

 

Submitter: Martin Ohm

Re. Item 9 and 10 of the Agenda: Resolution on the confirmation of the remuneration system and the remuneration for the members of the Supervisory Board and Resolution on the approval of the remuneration report for the financial year that ended on 30 September 2024 prepared and audited pursuant to section 162 AktG

I submit the following motions to the Annual General Meeting:

That the Annual General Meeting vote against both the confirmation of the remuneration system and the remuneration for the members of the Supervisory Board proposed by the management under agenda item 9 and against the approval of the remuneration report for the financial year ended 30 September 2024 prepared and audited in accordance with Section 162 AktG under agenda item 10.

Reasoning:

I base my motion on the fact that the share price has plummeted by more than 75 %, which is certainly due to the economic situation on the one hand, but also due to an inadequate business policy on the other.

This blatant decline in the value of the company in no way justifies the level of remuneration paid to the numerous members of the Executive Board and Supervisory Board, nor the number of them.

Other companies also reduce remuneration, so this would also be appropriate here.

I therefore propose a 30% reduction in remuneration.

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