Counter Motions for TUI AG’s Annual General Meeting on 10 May 2006, Hanover
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Regarding our general meeting on 10 May 2006, Hanover, two shareholders have submitted counter-motions to topics 3 and 12 of the agenda which are to be made available by the company. The motions are listed in the same order as the agenda topics.
Counter-motion to agenda topic 3
Statement of the Executive Board
Counter-motion to agenda topic 12
Statement of the Executive Board
Mr
Michael Hohenester,
Munich
Regarding topic 3 of the agenda:
„I request that the management board should not be discharged.
Substantiation:
By its policy, the Executive Board does not act in the interest of its shareholders.
A particular example here was an incident in the last business year, which was representative of a whole series of transactions which in my opinion were not advantageous for the shareholders.
The purchase occurred at a time in which container shipping was in a cyclical boom, due to high freight rates. In the years 2006 and 2007, considerable numbers of new ships will come on the market, which will most probably put the freight rates under great pressure.
Financing via a capital increase, which from a strategic point of view was unwisely carried out at low share prices, constitutes in this dimension an unacceptable dilution of the dividends of existing shareholders, and, to a considerable extent, takes away their ability to participate in the future development of the company.
The concept of the integrated tourism group is out of date in my opinion and – due to high fixed costs – deprives our company of the necessary flexibility required in order to react appropriately to crises. Furthermore a commitment by our firm in the extraordinarily competitive air transport industry is no longer acceptable. Our company does not have the means to grow with container shipping while concurrently being profitable in air transportation and also financing necessary investments in the group’s own hotels.
I refer the shareholders to my appeal in the shareholders' forum of the electronic German Federal Gazette (elektronischer Bundesanzeiger)."
Statement of the Executive Board:
The Executive Board was guided by the interests of the company and of its shareholders both when purchasing CP Ships and when carrying out the capital increase and the additional financing measures that were taken in order to finance the acquisition. The effected steps strengthen the profitability of the (TUI) group and create new growth opportunities. The Executive Board will comment on this at the shareholders’ meeting.
Mr
Klaus Koch,
Hamburg
Regarding topic 12 of the agenda:
„The proposal of the Executive Board and of the Supervisory Board is rejected; the proposed paragraph 5 of Section 18 of the Charter is deleted without substitution.Substantiation:
In my opinion there are no objections against the amount of the intended remuneration of the members of the Supervisory Board or the breakdown of such amount in fixed and variable elements.
However, the conclusion of a damage liability insurance for the benefit of the members of the Supervisory Board at the expense of the company and thus of its shareholders is unacceptable. A damage liability of the members of the Supervisory Board is only taken into consideration in case of a liable, either negligent or deliberate breach of duty of the Supervisory Board. Considering the declared professional competence of the members of the Supervisory Board, who have been elected by the shareholders, no event leading to a liability for damages can occur if the Supervisory Board diligently performs its incumbent duties. Given the remuneration amount of all members of the Supervisory Board, an adequate diligence is expected. Should a member of the Supervisory Board have so little self-confidence with respect to the proper performance of its duties that he wishes to be insured against mistakes, he is free to conclude an insurance at its own expense."
Statement of the Executive Board:
The Charter clause rejected by the shareholder (so-called D&O damage liability insurance for supervisory boards) is already a part of the Charter of TUI AG. Merely the numbering of the Section changes (Section 18 para. 4 becomes Section 18 para. 5).