Counter-motions
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As follows, you will find counter-motions from shareholders pursuant to section 126 AktG who oppose the proposals made by the Board of Management and the Supervisory Board on the Agenda of the Annual Meeting to be held on May 7, 2008, which the Company has to make accessible to all its shareholders.
Dear Shareholders,
For our Annual Meeting to be held in Hanover on May 7, 2008, two shareholders have submitted counter-motions to Agenda Items 3 and 4.
The following counter-motions are listed in the order they were received by TUI AG.
Mr. Richard Mayer, Munich
Regarding item 3 of the agenda – Approval of the actions of the Executive Board –
“That the actions of the Executive Board be not approved.
Reason:
The Executive Board of TUI AG, and Dr Frenzel in particular, does not deserve to have its actions approved, but should be removed from office forthwith. Since taking office in 1994 he has not only inflicted damage amounting to billions on the Company through numerous misguided acquisitions, but also continues to cover matters up and to deceive all TUI shareholders by a false information policy. I supported my application of 6 November 2007 to have an item “Withdrawal of Confidence” added to the agenda with extensive argumentation as part of the agenda item. The Executive Board refused to duly and properly publish my reasons for demanding this agenda item, either in the notice convening the Annual General Meeting or thereafter. It is seeking to prevent the shareholders and the capital market from learning the reasons for the agenda item, which relate to the total failure of its entrepreneurial efforts. The “Handelsblatt” newspaper describes TUI, and thus Dr Frenzel, as a “textbook example of mismanagement”. A study by the University of Mannheim, which has attracted much attention, comes to the conclusion that the restructuring of TUI, for which Dr Frenzel has been responsible, has been a disaster. Through the Executive Board’s deliberate cover-up policy towards its shareholders the Executive Board has lost more and more credibility with its shareholders. It is now attempting to save its own neck and will inflict further serious damage on the Company in its tourism business. It has in the past given sustained proof of its incompetence in the tourism business. For example, it was forced to place large areas of the tourism business with the new TUI Travel PLC, under a new Board. This new company, in which TUI AG holds a stake of only 51%, has also been handed out a loan of €2 billion by TUI AG, without any surety. At the last Annual General Meeting of TUI AG, this granting of a loan of €2 billion to the new TUI Travel PLC was also passed over in silence. 10% of the new TUI Travel PLC shares have been used to back a new TUI bond on extremely bad “junk” conditions. Junk bonds indicate a junk Executive Board.”
You can support this counter-motion by voting “No“ on item 3 of the agenda.
Mr. Dr. Roland Schmidt, Mainz
Regarding item 3 of the agenda – Approval of the actions of the Executive Board –
“That the actions of the Executive Board be not approved.
Reason:
Under Dr Frenzel’s leadership, the Executive Board of TUI AG has exhibited maximum possible lack of entrepreneurial skill over recent years. This was accompanied by an immense destruction of capital at the expense of the shareholders.
Mr Frenzel and the entire Executive Board have demonstrated that they are hopelessly overchallenged with managing a tourism company. Mega-trends such as internet-based travel booking were just plainly missed. The so-called corporate strategy was radically changed at discretion, the most recent example being the shattering of the two-pillar strategy previously considered sacrosanct (tourism and shipping).”
Regarding item 4 of the agenda – Approval of the actions of the Supervisory Board –
“That the actions of the Supervisory Board be not approved.
Reason:
At no time has the Supervisory Board exercised its control function. Radical U-turns in the corporate strategy were accepted without complaint or contradiction. No bounds were set to a CEO overtaxed in his function.”
You can support this counter-motion by voting “No“ on items 3 and 4 of the agenda.