TUI AG (ETR:TUI1)
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Apr 30, 2026, 5:35 PM CET
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AGM 2024

Feb 13, 2024

Dieter Zetsche
Chairman of the Supervisory Board, TUI AG

Ladies and gentlemen, my name is Dieter Zetsche. As Chairman of the supervisory board, I hereby open the annual general meeting of TUI AG and assume the chairmanship in accordance with the articles of association. I would like to welcome our shareholders and shareholder representatives, as well as the representatives of the press. The annual general meeting will be held as a virtual annual general meeting without the physical presence of shareholders and their authorized representatives. Only the company proxies authorized by shareholders to exercise their voting rights are present. The executive board has decided this in accordance with Section 21, Subsection 8, Sentence 1 of the company's articles of association, having also agreed this with the supervisory board. At this point, please allow me to explain why the executive board has once again decided to use the virtual format this year.

We are aware that there is much debate about the virtual annual general meeting format. There are critics and supporters, and it is difficult to identify a clear camp. We have carefully weighed up the advantages and disadvantages of the virtual annual general meeting, and despite the challenges posed by technology last year, we have come to the conclusion that it is worth giving the virtual format another chance. It offers you, dear shareholders, the opportunity to participate, as well as an intensive and direct dialogue between you and us. This was demonstrated by the numerous requests to speak that you made last year. In contrast to an annual general meeting with physical attendance, we also give shareholders a chance to attend who would not have considered attending the annual general meeting in person due to a long journey, for example.

Finally, the lower costs of the virtual meeting compared to a face-to-face event also played a role, especially in light of the ongoing efforts to cut costs. For the next year's annual general meeting, the executive board will once again take various aspects into account and weigh them up comprehensively when deciding on the format, whether in person, virtual, or perhaps hybrid. The last annual general meeting limited the authorization to hold a virtual annual general meeting to two years in accordance with the resolution proposed by the executive board and supervisory board. This means that the executive board and supervisory board deliberately did not utilize the maximum period of five years granted by law. In making our decision, we have and will in future take into account our experience with the virtual format and will also closely monitor developments in the market.

I can assure you that we have worked through the technical difficulties that arose last year at the annual general meeting and have made changes this year. You can see this in the fact that this year's annual general meeting will be broadcast via our new investor portal. After these general preliminary remarks, I'd like to return to formalities. I would like to welcome Dr. Corinna Neumann, the notary public, who is taking the minutes of the annual general meeting. All members of the executive board are present on site. 19 members of the supervisory board are present in the attendance area. Mr. Joan Trían Riu is unfortunately unable to attend the AGM in person today for personal reasons. He is connected to us virtually and can therefore follow the course of today's AGM.

He will also address a few personal words later to you in connection with his reelection to the supervisory board of TUI AG. The company's proxies, Ms. Maren Richter and Mr. Andreas Schilling, will also be present in the attendance area. Now for some formalities. I hereby declare that the annual general meeting has been convened in due form and time. The invitation to today's AGM was duly published in the Federal Gazette on 4 January 2024. A printout of the announcement is available here on site and will be included in the notarized minutes. Furthermore, the convening notice was also made available to media that enable European-wide distribution. This was done in accordance with Section 121(4)(a) of the German Stock Corporation Act.

Due to TUI AG's listing on the London Stock Exchange, further information has been published, in particular the notice of publication of the AGM document in the NSM system, which was also published on the 4th January 2024. The documents relating to the AGM and the information required pursuant to Section 124(a) of the German Stock Corporation Act in connection with the convening of the AGM have been available in English and German on TUI AG's website since the convening of the AGM. All publication requirements in connection with the AGM were met. No requests for additions to the agenda to be announced have been received. Statements from shareholders received by the company in due form and time have been made accessible via the company's investor portal.

I would like to take this opportunity to point out once again that there are no plans to answer questions contained in the statements. I would ask you to ask your questions at the meeting today if necessary. I will provide further information and explanations in a few minutes. Ms. Katrin Klöckner has submitted countermotions concerning agenda items two and three regarding the resolutions on the ratification of the acts of the members of the management board and the supervisory board and proposed that the AGM vote against the discharge proposed in each of these agenda items. The company submitted these countermotions on 22 January 2024 on the company's website. Mr. Markus Schnick has submitted a countermotion to agenda item nine regarding the resolution on the approval of the remuneration report and proposed that the AGM vote against the approval of this agenda item.

The company published this countermotion on the company's website on 30 January 2024. In addition, we have received countermotions from the Dachverband der Kritischen Aktionärinnen und Aktionäre e.V., which also relate to agenda item two and three on the agenda, that is, the ratification of the acts of the executive board and supervisory board members. The company also made these countermotions available on the company's website on 30 January 2024. All countermotions received and published are deemed to have been submitted at the time they were made available. If you wish to support one of these countermotions, you must vote no to the management's proposed resolution when voting on the relevant agenda item.

There are no other countermotions and/or election proposals that were received prior to the AGM in due form and time, which had to be made available and would have to be dealt with at today's virtual annual general meeting. The entire AGM can also be followed by the shareholders who have registered in the shareholders' register. They are able to follow the AGM via video and audio transmission via the internet portal of TUI AG. However, only shareholders or their authorized representatives who are connected to the meeting electronically may exercise shareholder rights at the AGM. The electronic connection of shareholders or their authorized representatives to the meeting requires proper registration for this AGM. In addition, the first part of the meeting, until the end of the speeches by Mr. Ebel and Mr. Kiep, will also be broadcast to the public via the company's website.

Together with the external service provider we commissioned, we carefully prepared and checked the technical precautions required for the live broadcast. The notary also had the technical precautions explained to her in detail and was able to form her own comprehensive impression of the technology. In particular, notary Dr. Neumann has familiarized herself with our IT-supported voting system and the entire voting procedure. She will also supervise the voting process and the counting of votes. At the same time, she assured herself of the proper functioning of the system for submitting objections and, among other things, recording of supposedly unanswered or insufficiently answered questions. Please note that the transmission of the AGM on the internet, and therefore also via the investor portal, may be slightly delayed for technical reasons. As a company, we have no influence on this.

I would kindly like to ask you to take this possible technical delay into account when exercising your shareholder rights and to exercise your rights as early as possible. Furthermore, I will, of course, announce certain points in time, such as the end of the possibility to exercise voting rights or to change votes already cast or to change the form of voting rights, the closing of the general debate or the vote in good time. Shareholders or their authorized representatives who have joined the meeting electronically will be granted the right to speak at the meeting by means of video communication. As announced in the convening notice, I hereby stipulate that the right to information pursuant to Section 131, subsection 1 of the German Stock Corporation Act may only be exercised by means of video communication.

Corresponding requests to speak can be registered via the investor portal since the opening of the virtual annual general meeting. Shareholders or their shareholder representatives who wish to make a speech, including any motions, election proposals, or nominations, may do so, but for this, they need a non-mobile device such as a PC, notebook, or laptop, or a mobile device such as a smartphone. A camera and microphone must be available on the devices for speeches. It is not necessary to install software components or applications on the end devices. Further information, for example, on compatible browsers, was available in advance in the investor portal under the menu item Documents. In the document, instructions for registering speeches can still be accessed. Appropriate video and audio transmission must be ensured by the shareholders. Requests to speak can only be made via the password-protected investor portal.

To do this, please call up the page Request to Speak, Right to Speak, Right to Information, Motion, Nominations in the menu and register your request to speak there. You can view the request to speak you have submitted in the table under My Requests. During the meeting, I will divide the speakers into groups. You will be informed that your personal meeting room is available in good time before the start of the speaker block in which you will have the opportunity to speak via corresponding display above your video stream. By clicking on the field Enter Meeting Room, you can then enter this meeting room virtually. You will then be connected to an employee of our service provider.

He or she will carry out a technical check of the transmission of video and audio together with you so that you can speak to the meeting with as little disruption as possible. If this check is successfully completed, you can also follow the meeting in your meeting room until I call on you to speak. You will then be connected live to the meeting after my call and can make your contribution. When you have finished speaking, our service provider's employee will say goodbye to you from the meeting room, and you will have the opportunity to follow the meeting in the investor portal. The discussion on the agenda items on the agenda will take place in a general debate. Upon entering the general debate, I intend to announce three to six speakers who have registered to speak.

As explained in the convening notice, I reserve the right to impose reasonable time limits on the right to speak and to provide information. Duly registered shareholders or their authorized representatives who are connected to the AGM electronically have the opportunity, until the AGM is closed by me as Chairman of the meeting, to file an objection to the resolutions of the annual general meeting with the notary commissioned to record the minutes of the AGM via the password-protected investor portal under the menu item Objection, Complaint pursuant to Section 131, subsection 5 of the German Stock Corporation Act, Request pursuant to Section 131, by clicking on the red Objection field, entering the text in the input field provided there, and then clicking on the Submit field.

Shareholders or their authorized representatives who are connected to the AGM electronically can submit their objections and requests pursuant to Section 131, subsection 5, Sentence 1, and subsection 4, Sentence 1 of the German Stock Corporation Act by way of electronic communication via the password-protected investor portal until the menu option Objection/Objection pursuant to Section 131, subsection 5 of the German Stock Corporation Act/Request pursuant to Section 131, subsection 4 of the German Stock Corporation Act by clicking on the corresponding red box, entering their objection in the text field provided there, and then clicking on the Submit button. The attendance area for today's virtual annual general meeting comprises the Niedersachsenhalle and the adjoining conference rooms of the HCC Hannover Congress Centrum, Theodor-Heuss-Platz one to three in Hanover, the Niedersachsenhalle, the members of the executive board, and the supervisory board are present here today.

Now, I have the honor of announcing today's attendance. The list of attendees is available. Of the share capital of the company registered in the amount of EUR 507,431,033, divided into 507,431,033 shares. 118,228,498 shares are represented with an equal number of votes. This corresponds to 23.3% of the registered share capital. In addition, postal votes have been received for 17,139,919 shares. In total, 135,368,417 shares are represented, and that corresponds to 26.68% of the registered share capital. In addition, 260 shareholders are connected via our investor portal. I will sign the list of participants and hand it over to the notary. I will proceed accordingly with the updated lists. In addition, a regularly updated list of participants will be made available to all shareholders and their authorized representatives who are connected electronically to the meeting via the investor portal under the menu item List of Participants.

I will also provide you with the changes in attendance in due course. I would like to point out that image and sound recordings, as well as the recording of this video transmission, are not permitted. According to our articles of association, I, as the chairman of the meeting, determine the order of the agenda items as well as the type and form of voting. Votes are taken using the so-called addition method. The votes in favor and against are counted. Abstentions are not relevant to the result. The votes are counted by using a data processing system. Shareholders who have duly registered for the annual general meeting or their authorized representatives may exercise their voting rights via the investor portal in accordance with the voting procedure to be explained by me.

They can exercise the voting rights themselves or through representatives by postal vote by means of electronic communications or through the proxies of the company, who may exercise their voting rights in accordance with the instructions used by them and may amend or revoke any instructions issued. Voting is possible until the time I specify in the voting process. I will, of course, announce this time early enough. Ladies and gentlemen, we now move on to the agenda. I call up agenda item one. Presentation of the approved annual financial statements as of 30 September 2023. The approved consolidated financial statements, the summarized management and group management report, with the report explaining the information in accordance with Section 289A and Section 315A of the German Commercial Code and the report of the supervisory board.

The documents mentioned under agenda item one have been made available on the company's website since the AGM was convened on 4 January 2024 and will also be available on the investors' portal during the annual general meeting. Now, before I give the floor to our CEO, Mr. Ebel, and our CFO, Mr. Kiep, I would like to first turn to the report of the supervisory board. Dear shareholders, for TUI, the 2023 financial year was characterized by the further economic recovery. Right at the beginning of the financial year, we benefited from a good booking trend and recorded a strong summer season in the further course of the year. However, there were challenges. We operated in a macroeconomically challenging environment and were confronted with periods of heat and forest fires in Southern Europe during the summer.

It is therefore all the more pleasing that we were able to achieve an operating result which was significantly higher than in the previous year, and this once again underlines the great importance of traveling for people. The strong demand for TUI products proves the attractiveness of our offer. In addition to the operating performance, the strengthening of TUI's financial stability remained one of the most important tasks. A key factor here was the conclusion of an agreement with the Economic Stabilization Fund on the stabilization measures granted to us during the COVID-19 pandemic. You, dear shareholders, paved the way at the last annual general meeting for the necessary recapitalization measures. As a result, TUI was able to fully pay back the WSF stabilization measures in full in financial 2023. In addition, TUI also succeeded in extending the revolving credit facility until the summer of 2026.

The support from the banks was a vote of confidence in our business model and the future strategy of the group. Combined with strict liquidity and investment management, these measures have led to a significantly improved situation of the company's financial situation and an upgrade by the rating agencies. The development of the operating business in the last financial year and the financial situation will be explained by Sebastian Ebel, our Chairman of the executive board, and the Chief Financial Officer, Mathias Kiep. With the repayment of the WSF stabilization measures, the conditions and requirements to be fulfilled by TUI AG under Framework Agreement 2 have come to an end, including the remuneration restrictions for the members of the executive board. The supervisory board has taken this as an opportunity to deal with the revival of the remuneration system applicable.

It was also an appropriate time to address the remuneration system as a whole, whose limits of functionality have become apparent over the recent years. Our adjustment considerations are not only based on our own experience. We also took into account the feedback from investors and proxy advisors. On this basis, the supervisory board has developed a balanced proposal for an adjusted remuneration system which is now before you for approval today. Dear shareholders, we can look back on a good financial year 2023. In this year, transparency, clarity, and reliability characterized the work between the supervisory board and the executive board, but also towards external partners. We have successfully mastered the challenges of the COVID-19 pandemic and can now once again focus on the implementation of strategic projects and on profitable growth. The supervisory board has very closely supported, advised, and monitored the executive board.

Even outside of the meetings, I, as the Chairman of the supervisory board, have been in constant and trusting dialogue with the members of the executive board, especially the Chairman. I also exchanged with the Chairman of the audit committee, Professor Ernst, on a regular basis. As you can see from my report in the current annual report, our focus was on the operating business and the strategic further development of the group. We were also informed about the HR strategy and IT security and dealt with TUI's sustainability agenda. In the process, we also informed ourselves about the emissions reduction targets until 2030 of our airlines, cruise ships, and hotels tested and validated by the Science Based Targets initiative. At the end of 2023, the supervisory board discussed the company's listing structure.

In the run-up to this, various investors had called for a simplification of the dual listing and a return to the Prime Standard of the German Deutsche Börse and inclusion in the MDAX. The supervisory board, together with the executive board, supports this plan which simplifies structures, improves liquidity, and indexing, as well as supports EU ownership structure of our airlines. Now it is up to you to decide on TUI's future stock exchange listing. As you have seen, this is also on the agenda today, and it's up for resolution. 2023 was not only a financial year of economic recovery, it was also Sebastian Ebel's first financial year in the role of Chairman of the executive board and of Mathias Kiep as Chief Financial Officer of the group. Both have fully met the demands placed on them. Sebastian Ebel is a convincing expert on the industry and TUI.

He has entrepreneurial vision and the passion to implement strategic projects. Under his leadership, TUI has continued to recover and has returned to profitability. Mathias Kiep and his team have achieved milestones in terms of debt reduction and the refinancing of the group in the past financial year. He has thus consistently pursued the path that he had already successfully pursued in other functions during the pandemic. The TUI supervisory board attaches great importance to long-term personnel planning. It was therefore pleasing that in the past financial year, we agreed with Mr. Krueger on the extension of his appointment until 31 December 2026. Mr. Krueger played a central role during the pandemic and led the negotiations with the WSF. As the person responsible for group strategy and holiday experiences, he also impressed with his work in the past financial year.

The TUI supervisory board also succeeded in approving the extension of the contract of the Chief Human Resources Officer and Labor Director, Sybille Reiß, for a further three years until 30 June 2027. We are delighted that Mrs. Reiß is still on board. During her initial contract terms, she successfully implemented numerous important HR projects. In addition to the standardization and introduction of the new HR-IT system, the harmonization and acceleration of the recruitment process, new management programs were relaunched, and global mentoring programs were introduced. As I've reported at the last AGM, Frank Rosenberger decided to leave the group in the past financial year at the end of October 2022. Frank Rosenberger joined TUI in 2015 and was appointed to the executive board with responsibility for future markets and digitalization of the group.

At TUI, Mr. Rosenberger has established an international IT team at TUI and accelerated digitalization of the group. He has thus created the basis for TUI's profitable growth. After his leaving, responsibility for IT was reorganized and more closely assigned to the individual business units. At the end of the 2023 calendar year, David Burling, after 34 years with the TUI Group, announced that he would hand over his responsibilities as executive board member for the global tour operator and airline business. David Burling influenced TUI's tour operator business for several decades, first in the U.K. and then at group level. He is an internationally recognized manager, experienced with integrity and with great success in the tourism industry. He has stabilized the tour operator business, which was strongly affected by the pandemic, and built a powerful international team that is now tackling the next stage of the transformation.

The supervisory board is pleased to have found the right manager for this challenge and has appointed David Schelp to the executive board of TUI AG with effect from 1 January 2024. David Schelp knows the company and our industry, and we know him. In his previous TUI functions, David Schelp has already worked closely with our CEO, Sebastian Ebel, and worked with him before the pandemic to build up the growing business of holiday experiences. David Schelp has proven that he can drive transformation, develop business and growth areas, and lead them to commercial success. On behalf of the entire supervisory board, I would like to thank the departing members of the executive board, Mr. Rosenberger and Mr. Burling, for their trusting cooperation and wish them all the best for the future.

I would like to welcome David Schelp to the executive board of TUI AG and wish him every success in his new role as CEO of Markets and Airlines. I would now like to turn to the supervisory board of TUI AG, where there were no personnel changes in the past financial year. In the 2023 AGM, confirmed Ms. Murano and Mr. Baier as members of the supervisory board of TUI AG, who had initially been appointed by the court on 31 May 2022. At the same time, shareholders also appointed me for a further four years, and our supervisory board confirmed me in my role as Chairman of the supervisory board. In addition, Christian Baier and myself continue to be represented on the audit committee. The agenda for today also includes resolutions on the election of supervisory board members.

Ingrid-Helen Arnold, María Garaña Corces, Coline McConville, and Joan Trían Riu are standing up for reelection. I will go into more detail about the candidates in the summary of the agenda, and they will also address a few personal words to you as well. I would now like to specifically address you once again, dear shareholders. My express thanks goes to you once again this year. As in the years of the COVID-19 pandemic, you have shown your comprehensive support in fiscal 2023 and paved the way for further capital measures with a large majority at the AGM of 2023. You have thus once again demonstrated your confidence in the TUI Group and helped our company regain its financial stability. I would also like to thank the executive board, the members of the group executive committee, and the employees of the TUI group.

In the past financial year, they all continued to show great commitment. Thanks to their commitment, TUI has succeeded in regaining its strength after the years of the pandemic. They all contributed in their respective areas of responsibility to making TUI guests have their best time of the year. Last but not least, I would also like to take this opportunity to thank my colleagues on the supervisory board and my deputy, Frank Jakobi. Our work has paid off in the interests of the company and its employees through constructive exchange and dialogue. After the challenges of the past few years, we can now concentrate on the further transformation of the company. Our objectives, which Sebastian Ebel will discuss in more detail, are clear. We want to increase profitability and margins and continue to drive profitable growth.

In doing so, we will continue to focus on strengthening the balance sheet and focusing on cash flow generation. This concludes my comments on the report of the supervisory board. I would now like to ask our CEO, Mr. Sebastian Ebel, and then our CFO, Mr. Mathias Kiep, to explain the documents mentioned under agenda item one and the situation of the company, as well as the capital measures implemented last year and the items on the agenda to be resolved upon. Mr. Ebel and Mr. Kiep, the floor is yours now.

Sebastian Ebel
CEO, TUI AG

Thank you very much, Dieter Zetsche. Shareholders, I would like to extend a warm welcome to you. Welcome to our annual general meeting here in Hanover. I'm delighted that so many of you have joined us.

Today, I would like to take a look at the past financial year with you and share my thoughts on the present and future of our company. Before I do so, however, I would like to say a few words about a topic that has been very much on our minds in recent months. This applies to me personally, as well as to many colleagues in the group, and I'm sure to many of you as well. We are currently facing a new wave of right-wing ideas and nationalism here in Germany, but also in many other countries in Europe and the world. The social climate has become harsh, unacceptably harsh. Isolation, intolerance, and narrow-minded thinking are creeping into the mainstream of our society. This has caused concern and requires the majority of the population to take a stand against it. We cannot confront intolerance with tolerance or indifference.

This is a question of attitude, our values, and our responsibility. Tourism stands for exchange and understanding like no other industry. Traveling allows us to look beyond our own horizons. Traveling creates space for personal encounters across borders and cultural differences. In personal exchanges, we often discover things that unite us, where at first glance, we would expect to find things that divide us. As the market leader in tourism, TUI is a company of diversity in a very special way. Diversity is at the core of our DNA, and we are very proud of this. Every day, people from over 100 countries around the world work with us. Our colleagues are welcome as guests anywhere in the world, and are at home there for a time. The same applies to around 19 million holidaymakers who travel with TUI and discover the world, other countries, cultures, and religions.

The world is our home. We experience openness, hospitality, and diversity when traveling, and we also want to live, exemplify, and defend this at home. To further strengthen our position here, we have worked intensively over the past year on our diversity, equity, and inclusion strategy, which we will be launching in the coming weeks. Together with employee representatives and all employees, we want to ensure that everyone at TUI can be who they are, regardless of origin, gender, age, sexual identity, religion, disabilities, or special abilities. Diversity is our strength. This applies to TUI as a company, as well as to Europe. It may not always make life easier, but it undoubtedly makes it better. All of us at TUI will continue to stand up for diversity, tolerance, and understanding. Never again is now. That is our clear commitment.

That is also my commitment as Chairman of the executive board and as a fellow citizen, Sebastian Ebel. The 65,000 colleagues in and around the world are what make TUI what it is. They are the face of the company to our guests and partners in the holiday destinations. They make the difference. I would therefore like to take this opportunity right at the beginning of my speech to say a big thank you to the entire TUI team. Thank you for a successful financial year 2023, and thank you for your tireless efforts in recent years, years that have certainly not been easy and have meant great uncertainty and losses for many employees and their families. And this makes us, and I know about this, all the more appreciative of their great loyalty and commitment to TUI.

Last year, I visited many colleagues in all parts of the world and had the opportunity to learn from the local teams. I'm therefore also pleased that we were able to implement our TUIgether employee survey again last year with good results. The feedback from employees helps me and my colleagues on the group executive committee a great deal. No CEO or executive board can bring about the change at TUI alone. This is a team task, and I'm delighted that the entire TUI team is pulling in the same direction. The employee representatives play a crucial role in this. I would like to thank Frank Jakobi, Chairman of the group works council and Deputy Chairman of the supervisory board, and his colleagues in the employee representative bodies for their good and constructive cooperation. Thank you very much.

The openness with which we jointly discuss and advance topics ranging from artificial intelligence to further training and lateral hiring is an important success factor for TUI. I would also like to take this opportunity to sincerely thank all members of our supervisory board for their close support over the past financial year. Your intensive, supportive, and also critical guidance is the basis for good results in the interests of the employees, the company, and its shareholders. Many thanks to all of you. Let me now turn to a review of the past financial year. At this point last year, I told you that 2023 would be a year of transition for TUI. Today, I can say that 2023 was a successful year of transition for TUI. After three years that were severely impacted by the pandemic, TUI is back on track, and the positive momentum continues to grow.

At the beginning of the financial year, we announced that we wanted to significantly increase our underlying EBIT, earnings before interest, and tax. This is exactly what we have achieved, with record sales of over EUR 20 billion and a significant increase in underlying EBIT to almost EUR 1 billion. For the first time after years of the pandemic and losses of EUR 5.9 billion, EUR 5.9 billion in losses. But we also achieved a positive result after taxes and minority interests of EUR 306 million. Operating performance was good in all segments. We saw a very good summer off travel, almost reaching the level of 2019. In the holiday experiences segment, our hotels and resorts achieved excellent results for the sixth consecutive quarter, and we continue to expect strong growth potential here. A somewhat slower recovery was expected for cruises, and this was to be expected.

However, our cruise fleets of Mein Schiff, Hapag-Lloyd Cruises, and Marella are well on the way back to their former strengths. For the first time since the outbreak of the pandemic, the cruise business also had a good year. In TUI Musement, our activities and experiences business, we were also able to continue our profitable growth path in the past year. We were also able to significantly improve our operating performance in the markets and airline segment. Our tour operators are growing profitable again. It is particularly noteworthy that the proportion of dynamically produced package holidays is increasing significantly. All in all, 2023 was a successful year for TUI in operational terms. We have also achieved important successes in strengthening our balance sheet. With your support, we successfully completed our capital increase, totaling EUR 1.8 billion in April. This enabled us to repay the WSF Corona State Aid in full.

As a result, we were also able to improve our credit ratings again in the spring. Today, TUI is once again a company that stands on its own two feet and can hold its own. We have always said that we want to and will repay the government's coronavirus aid as quickly as possible, and this is what we did. We have repaid the funds that were lent to us during the emergency through no fault of our own, plus hundreds of millions euros in interest. The support was therefore an extremely profitable investment for the Federal Republic of Germany. Ladies and gentlemen, it was temporary aid with good interest rates, not gifts. Decisive action saved a company and jobs, as well as an ambassador, because in many places around the world, TUI is also a respected ambassador for Germany and Europe.

Tourism is the most important employer for many countries in the world and is a catalyst for the development of these countries and their societies, especially when it comes to education, training, economic upturn, or sustainable transformation. Tourism is the most efficient form of international development cooperation. In Germany itself, people often look at other industries. As an industry, we know this, but we will never get used to this. It is unacceptable, and I will come back to this later with the potential framework conditions for aviation and tourism. One thing is certain, though. Tourism is one of the most important economic sectors in the world. TUI is at home in the world and an ambassador for Europe. That is why I mentioned this directly in connection with the aid that the German government made available to us on loan.

You, our shareholders, have made the repayment of the WSF Corona Aid possible. I would like to expressly thank you for your support of the capital measures. The approval, trust, and support were important steps and are our obligation to you. I have always been very aware of what it means for shareholders to make additional investments in the company and in shares in these difficult times and after three years of the pandemic. We are particularly pleased that we were able to defy the challenging environment with our good performance last year. In summer, we were confronted with forest fires in Greece, which had massive consequences on Rhodes in particular. Geopolitically, 2023 was not an easy year either. Russia's war of aggression against Ukraine and the attacks on Israel in the Middle East show us all how fragile the geopolitical environment is.

Many things have been put to the test, and we all have to question what was considered to be secure. The world is in disarray. Certainties that have characterized our view of the world, our view of humanity, and the economic order for over three decades have been called into question and destroyed overnight. An entire generation of young people in Europe is experiencing threats that they did not know, did not expect, and did not foresee. Yes, the complexity of the challenges facing Germany and Europe is enormous. And yes, the German energy supply had to be completely reorganized in a short space of time. But it is precisely in difficult times that we must be able to demand a clear strategy, good craftsmanship, and a high degree of reliability from politicians.

Nobody can be satisfied with the current framework conditions in Germany and Europe today, and I'm not satisfied with these either. Regulatory madness and bureaucracy prevent growth and rob companies of their strength to invest in innovation here in our country. After taxes and interest, the scope for investment is also limited for our company. Of course, we think very carefully about where we want to and can invest. Unfortunately, Germany is not currently the first choice for many companies and entrepreneurs. This alienation, which began years ago and is now accelerating, must worry us. It jeopardizes our prosperity. What characterized Germany for many decades was stability and reliability. This is why many companies from all over the world came to this country. This trust is currently being squandered in Germany. The recent decision to increase the air traffic levy is an example of a lack of political reliability.

This was a rash decision. As far as international flight connections are concerned, Germany is still far behind where it was before the pandemic. Naturally, this weakens the location, especially for a country that is so dependent on exports and international networking. Even today, the recovery in air traffic in Germany is lagging behind many other countries in Europe and the world. And if this situation weren't challenging enough on its own, a further increase in the air traffic tax was announced overnight. Travel and tickets for the summer have long since been sold, albeit under different calculations. Anyone who changes the rules in the middle of the game is damaging the location. Good policy is characterized by predictable regulation. Then it would support the German economy and its development instead of slowing it down. Therefore, once again, reliable framework conditions are the be-all and end-all.

Turning away from the promotion of sustainable aviation fuels is another example of misguided policy. These fuels are essential for achieving a sustainable transformation in aviation. It was therefore right that the German government decided to support this mammoth task with EUR 2 billion. This funding was then canceled out of nowhere to a mere EUR 17 million. It would be more honest if we were to cancel this funding altogether. German aviation companies want to achieve a sustainable transformation, but tier two targets and measures are two loose ends that do not really meet. And these two examples go to show, at present, politicians are not supporting this transformation. They are putting additional obstacles in the way of companies.

We need to return to predictable policies, to policies that leave room for growth and innovation, to policies that do not constantly invent new rules, guidelines, and regulations, but instead consistently reduce bureaucracy and obstacles for people and companies. Regulation must set a framework and be geared towards a goal, but not prescribe the path in detail. People and companies usually find the way better and faster than politicians and administrators. We in Germany and Europe do not lack innovative spirit and good ideas. We lack the support and freedom to develop them. To stay with the image of traffic lights, when red, amber, and green lights flash at the same time in traffic, it has little to do with orderly traffic management. It is simply disruption and accidents are inevitable. Let me now turn to the outlook for 2024.

It can be assumed that the global tourism sector, as before the pandemic years, will be significantly stronger than the global economy will grow. The sector is healthy, and global demand for travel is strong. This is based on a number of global megatrends. The global middle class continues to grow. People live longer and lead healthier lifestyles. Experiences are becoming increasingly more important than possessions in all age groups. And these three factors act as strong drivers for tourism. At the same time, we also see challenges: cost inflation, geopolitical conflict, higher interest rates, and exchange rate fluctuations are creating uncertainty for customers. Our strong brand and our outstanding products give us an advantage in the market. People know TUI. They trust the brand and our employees, most of all. And they know that they can rely on TUI even in difficult situations and crises.

We want to utilize this advantage even more in the future. This morning, we presented the figures for the first quarter of the current financial year, and they look good. We have achieved the strongest first quarter in TUI's history at the start of the new financial year. The booking momentum remains very good. This underlines the fact that TUI is clearly on course for growth. And what also helps us is the global expansion of TUI beyond Europe. I have mentioned reliability. Reliability and competitiveness are crucial for investments, the expansion of our business, and in particular, where we invest. I would therefore like to emphasize once again at this point, we need better framework conditions in Germany and in Europe.

I'm clearly in favor of good consumer protection, and it is precisely this very good protection that is offered by package holidays and European tour operators such as TUI. However, I'm against any new rules to the detriment of German and European organizers and travel agencies in this country. Even today, platforms that only act as intermediaries often have an advantage. The customer gets the impression that they are getting the same thing, but that's exactly what they don't get. This is where the E.U. should intervene and ensure greater transparency. Instead of regulating the highly regulated tour operators even further, Brussels should get to grips with the platforms and their business models. This is because they offer little or no protection for their customers. They act as intermediaries, as I said, but are almost never the customer's direct business partner.

They also do not provide on-site support or quickly bring customers back, as in the case of the forest fires and roads. Many customers booked with them directly, and they hardly got any support. Clarity and a level playing field must be created here. We need a commitment from the E.U. and also from German politicians to the tour operators. This is also in the interest of over-the-counter sales, the thousands of excellently managed travel agencies in Germany. Pure intermediaries do not offer the security of holidaymakers and their families, and they are the competitors of local travel agencies. We are also digital, but we are clearly committed to package holidays and stationary sales. This brings me to TUI's strategy. The strategic reorganization of the company is in full swing. The TUI of tomorrow is going to be different from the one you all know.

The TUI of today is different from what TUI was like two or three years ago. We have accelerated the strategic transformation in the individual segments in recent months. The objective is clear: profitable and sustainable growth through more products, more choice, more flexibility, and all of this for more customers. Of course, we want to offer holiday experiences, but also leisure experiences and activities at home. Along our new TUI vision, excellence in leisure experiences. In the holiday experiences segment, we are focused on profitable growth for differentiated products with our strong brands such as Riu, Robinson, Magic Life, and TUI Blue. We're also establishing strong global distribution channels for our products. We consistently follow the asset-right approach. This means that we only tie up capital where it is necessary and reasonable.

At TUI Hotels & Resorts, we were thus able to add over 40 new hotels to our plans in the financial year 2023, and we are consistently pursuing this path in the current financial year. In line with our asset-right strategy, the growth of our hotel brands will be fueled by a mix of franchise and management agreements, joint ventures, the global hotel fund, and our own investments. By broadening our hotel portfolio, we are also tapping into new customer groups. Growth in the cruise business is being driven by new ships. Within the next few years, the Mein Schiff fleet of TUI Cruises will grow by three new ships. The first new ship will be delivered this summer already. At a British cruise line, Marella Cruises, we are continuing our strategy of fleet modernization. The Marella Voyager, which was launched last June, is an example of this.

TUI Musement also remains focused on customer growth. We are also strengthening our own differentiated product portfolio with even more of our own tours and activities. As one of the most exciting segments in tourism, the experiences and activities sector still has enormous potential for development. We are currently experiencing significant double-digit growth here. In the markets and airline segment, we will tap into new customer segments with new products. Stationary sales will continue to play an important role in the future. I've already mentioned this. We believe in this. And more importantly, our customers value it, and it is successful. In the U.K., for example, our own travel agencies and partner sales are showing very good growth. None of this diminishes the importance of the digital transformation not at all, and we have driven this unabatedly.

So this enables us to expand our selection and to individualize and make a more flexible offering to a greater extent. The relaunch of the First Choice brand in the U.K., for example, broadens our range and our presence, particularly among younger target groups. A standardized IT system for all our tour operators will also further increase the share of our dynamic tour operator business and enable us to expand our hotel-only and flight-only business in all markets. Last year, we already sold around 2.5 million dynamically packaged holidays, and we see further growth potential here. Our increasingly powerful digital platforms also enable us to tap into new source markets and thus continue to grow in markets where TUI was not traditionally represented. And thus, we can efficiently acquire new customers.

The constantly growing middle classes in many countries in Europe and around the world offer considerable potential here, which we will utilize with the strong TUI brand. With this, our TUI will become an even more international company. Our strong IT platforms are the basis for this global growth of the future, and this is another reason why we are not letting up on digitization. As you can see, both TUI segments are on course for growth. Holiday experiences, markets, and airlines, and as I already mentioned, the backbone of our sales organization is and will be the over-the-counter sales. We are also strengthened by the expansion of our TUI Central customer ecosystem, a centralized customer management system that offers TUI customers support from all areas of the TUI Group and all areas address our customers.

The system makes it possible to upsell and cross-sell effectively and to offer customers additional products and services tailored to their needs. It is also the key to utilizing synergies between our business segments and reducing customer acquisition costs. Our app is an important prerequisite for building a closer customer relationship. We are continuing to invest in our app capabilities and want to significantly increase the share of app sales. We also want to implement the shift from mobile bookings to app bookings. We also want to introduce a group-wide customer loyalty program. This will also further strengthen our customers' brand loyalty and help us to make TUI the preferred leisure partner for our customers. TUI should be the first choice for anyone thinking about holidays and leisure, on holiday on the beach and in the mountains, but also for weekend activities at home.

TUI covers all stages of a holiday like no other company. No other company can offer its customers services from a single source across all stages of a holiday. And no other company in the world combines expertise from all parts of the travel sector under one roof. We will be able to utilize this unique vertical integration even better with the TUI Central customer ecosystem in the interests of our guests, in the interests of our partners in the destinations, and in the interests of our customers and TUI and in your interests, shareholders. In all of this, we continue to prioritize quality and service for our guests. I mentioned at the beginning, diversity is one strand of TUI's DNA. Care is the second strand of our DNA. We care, and we are happy to do so.

Our colleagues all over the world take care of our guests every day, and I experienced this myself with the forest fires in Rhodes. And we do this every day and try to inspire our guests on a daily basis. We take care of them in times of crisis and are there when our guests need support. We not only take care of our direct sphere of influence but also partner up with the destinations and are committed to the local communities. And TUI's sustainable transformation, too, which we initiated last year, is an expression of this. With TUI's sustainability agenda, we have set ourselves very ambitious sustainability targets for all areas of the company, which we are actively working to realize. We want to continuously reduce TUI's ecological footprint and, at the same time, strengthen the social and economic participation of people in the destinations.

To this end, we are holding intensive talks with all partners, particularly with the governments of the holiday destinations and our business partners. TUI is to become a climate pioneer in our industry and already is one. Together with the Science Based Targets initiatives, we have set ourselves clear emission reduction targets for 2030: around a quarter less CO2 emissions from our airlines and cruises, around half less from our hotels and resorts. Net zero as quickly as possible is our most important goal in terms of sustainability. We will also communicate this to suppliers and partners. Anyone who works with TUI must be prepared to pursue ambitious goals and walk the path together with us. Our first net zero hotel just recently opened in Austria, the TUI Blue in Montafon Valley. This is a huge step not only for TUI but for the entire hotel industry.

Over the past year, we've pushed ahead with the planning of solar parks in many places around the world. In the medium term, we want to produce enough green energy ourselves in many destinations to cover our entire consumption of our hotels. And we want to go even beyond the communicated SBTI goals. We've also invested in photovoltaics when remodeling our new TUI campus in Hanover. But it's not just green energy that has come a long way. We've also made important progress in terms of fuels on the way to our 2030 reduction targets. The new Mein Schiff 7, which will join the TUI Cruises fleet this summer, is one of the first cruise ships to be equipped for operation with methanol and, in the future, with green methanol. So the ship's propulsion is thus almost CO2-neutral.

A few weeks ago, we agreed on an extensive partnership for the supply of climate-friendly methanol. This will enable us to meet our future demand for green methanol in German ports. In the next stage, the supply can be extended to other ports. This underlies the fact that we are not on hold when it comes to climate protection. We are fully focused on implementation. This is our commitment. For many of our destination countries, social sustainability is at least as important, where tourism is growing and expanding. Business and politics must work together to ensure that local people benefit from this development. The TUI Care Foundation, which the company set up and supports financially, is working on this. It is independent in its work and is present in more than 25 countries in the meantime, 25 countries around the world.

It is also supported by thousands of colleagues and our guests. I would like to take this opportunity to express my sincere thanks for this, too. Personally, I'm very, very proud of what the TUI Care Foundation has achieved over the last years. The sustainable transformation is a generational task. Nevertheless, it is important for me to emphasize we are not waiting. We are not tarrying. We are facing up to the challenge and have now embarked on the long journey. Shareholders, a lot has happened at TUI in the past year and since then. We are on track and can look forward to profitable growth. Our CFO, Mathias Kiep, will present the annual figures to you in detail in a moment. He will also present the vote on the potential change of stock exchange listing and the possible return to the MDAX on the Frankfurt Stock Exchange.

TUI still has huge potential. Together with the entire TUI team, my colleagues on the executive board, and I, will focus all our energy on realizing this potential for the benefit of the company, its shareholders, and its employees. We have not yet reached our goal, and we are not yet satisfied with the status quo. For the current financial year, we have set ourselves the target of increasing sales by at least 10% compared to the previous year, and we are aiming for an increase in EBITDA of at least 25%. This emphasizes we want more. We can do more, and we will deliver more. This applies to our business, our transformation, our profitability, and explicitly also to the new development of our share price. I would like to thank you all for your trust, for your support, and your loyalty to TUI. Thank you very much. Mathias. Mathias.

Mathias Kiep
CFO, TUI AG

Thank you, Sebastian. Shareholders, a warm welcome to our annual general meeting also on my behalf. Sebastian Ebel already said it in his speech. 2023 was a successful year for transition for TUI. The financial year ended with a significantly improved operating result. Net debt was reduced significantly. With your support, a reverse stock split was resolved and a capital increase successfully implemented. As a result, the remaining WSF financial aid from the federal government was repaid, and the balance sheet was significantly strengthened. On this basis, we would now like to continue working on the implementation of our strategy and further improve our balance sheet. TUI should also be an attractive investment for you in the long term. Allow me, at this point, to say a few words about the performance of the TUI share.

Firstly, we are very grateful that we were able to carry out the capital increase last year with your help. The share price performance in the month that followed was and is clearly unsatisfactory. The fact is that the major shareholder at the time was not allowed to participate in the capital increase. Many short-term investors came on board. These investors regularly used share price increases after the capital increase to realize profits. This has repeatedly depressed the share price. We achieved our targets in the financial year 2023 and gave a strong outlook for 2024 in December. Following this, the TUI share has developed positively. Nonetheless, this level has not been maintained, and the current share price does not reflect the operating performance and outlook. TUI is well positioned both strategically and operationally. We are confident that we will perform well again this year.

This should then also be reflected in our share price. We can assure you of one thing: we will continue to do everything in our power to achieve our operational and strategic goals. Now back to the agenda. Let me focus on three key points now. Business performance and key figures for 2023. Second, the current development, including the outlook for the 2024 financial year. And thirdly, the background to two topics on the agenda of today's annual general meeting: the capital authorizations and future structure of the stock exchange listing. Business performance 2023. In the past financial year, we successfully created the necessary financial flexibility for the further development of the group. Around 19 million guests traveled on holiday with us, a significant increase compared to the previous year. Sales increased by 25% to a new record level of more than EUR 20 billion.

Adjusted EBIT improved significantly to EUR 977 million. All segments contributed to this significant increase in earnings. Net debt was reduced by EUR 1.3 billion - EUR 2.1 billion. Leverage ratios are already below the 2019 level. Our credit rating has also continued to recover. Standard & Poor's has just raised the rating to B+ with a positive outlook, and Moody's already raised it to B2 last year, also with a positive outlook. Our goal remains the same: to return to pre-crisis rating levels. However, we must achieve this gradually and with the necessary financial discipline. A brief look at the details of the profit and loss account. The adjusted operating result of just under EUR 1 billion for the year as a whole is a key figure. Overall, the other items were in line with our expectations. Sebastian mentioned it already.

The resulting group result was positive again for the first time since the pandemic, despite the high interest expense. A profit of EUR 0.3 billion was attributable to the shareholders of TUI AG. The group's operating cash flow also recovered significantly. In addition to the increase in earnings, another key driver was the strong development of working capital. The very positive development of net debt was significantly supported by the net proceeds from the capital increase in April 2023. The WSF aid has been repaid in full, and the remaining unutilized KfW credit line has been significantly reduced as planned. It serves purely as a safety buffer. To this end, we can now work on a structured redemption until maturity in 2026. Let me now turn to the development and the outlook for the new financial year. Sebastian has already presented our strategy to you.

We want to grow faster and profitably. As published a few hours ago, 3.5 million guests have already traveled with TUI in the first three months of the new financial year, an increase of around 6%. Turnover rose by 15% to another record level of over EUR 4 billion. As a result, the group was able to achieve a balanced operating result in the first quarter for the first time. Adjusted EBIT improved by EUR 159 million compared to the previous year. Bookings for the current winter has also showed positive momentum beyond this, with an increase of 8% and higher average prices. We are also expecting a strong season for this summer, with an increase of 8% compared to the previous year and higher average prices. This shows that holiday travel remains a high priority for our customers.

Our integrated business model ensures that this dynamic also translates in our own hotels, cruise ships, and the sale of experiences. Against this background, we are aiming for sales growth of at least 10% and an increase in adjusted EBIT of at least 25% in 2024, as announced in December. In detail, and as already strategically presented by Sebastian Ebel, our hotel division already achieved a record result in the past financial year. We expect moderate growth here. Our cruises have consistently increased their capacity utilization to pre-crisis levels in recent quarters. And while the Suez Canal, of course, is an exception, but otherwise, we will have significant improvement in earnings despite the current challenges as I just touched upon at TUI Musement. We want to return to the earnings level of 2019 and continue to invest in growth.

We expect the greatest increase in earnings in the markets and airline segments. In particular, growth with dynamically packaged tours should contribute to a further increase in our guest numbers above the 2019 level. We will also focus on kerosene. With these building blocks, we want to achieve the targeted increase in earnings in 2024. We have not yet reached our goal. We want to become even more profitable, more efficient, and stronger. We are doing everything we can to achieve this goal. We therefore expect further average growth in adjusted EBIT of around 7%-10% in the coming years. Now to the agenda for today's annual general meeting. With regard to the agenda, let me first briefly explain points five to seven. The proposed capital increase serves to streamline our authorizations and makes us fit for the future.

The authorized capital from 2022 will still link to the repayment of the WSF financial aid and reduction in the KfW credit lines. Furthermore, the unutilized contingent capital can no longer be used with sufficient flexibility. For that reason, these authorizations are therefore to be revoked and replaced by new resolutions adjusted to the current share capital with a five-year term. The proposed authorizations are therefore purely precautionary in nature and serve to safeguard financial freedom of action. Utilization of these resolutions would in any case be subject to the effect on our shareholders, the balance sheet ratios, the maturity profile of our financial liabilities, and the clear objective of minimizing the total cost of capital. For further details, please refer to the corresponding report by the executive board and the invitation to today's AGM. I would ask you to approve these proposed resolutions.

My final point is that a special vote is planned for today. You are being asked to vote on the structure of our company's future stock market listing. Since the merger with TUI Travel in 2014, the TUI share has had its main listing in the premium segment in London. We also have secondary listings on the regulated market of the [Frankfurt] Stock Exchange and the open market in Frankfurt. This structure offered important advantages for many investors. It was the only way to fulfill the requirements of the shareholder structure at the time, despite the additional expense and greater complexity. In the meantime, however, share ownership and liquidity of the TUI share on the stock exchanges have increasingly shifted to Germany. In recent months, we've also been increasingly approached by shareholders.

If the current stock exchange listing is still optimal, wouldn't a simplification combined with inclusion in the MDAX be an advantage? We have examined these aspects very carefully and have held extensive discussions. As a result, delisting from the London Stock Exchange appears to be in the best interests of shareholders and the company. Liquidity would be centralized at a trading venue, and the investment profile would be clearer. A listing and, as expected, a more prominent position in the MDAX 50. The E.U. requirements for ownership and control of our airlines would be supported, and avoiding two parallel regulations would simplify structures and reduce costs. It is important to note that the U.K. market remains one of our core activities, and this has no impact on our strategy of having a broad shareholder base. For good reason.

In the best spirit of an AGM, U.K. stock exchange rules require shareholder approval for such a decision by a majority of at least 75% of the votes cast. This vote is item 11 on the agenda of today's annual general meeting. If this is approved today, trading in the Prime Standard in Frankfurt would commence at the beginning of April. Listing in London would then probably take place in June. At the same time, admission to the MDAX would be planned. As just described, this would offer understandable advantages for investors and society. Against this background, we recommend that you vote in favor of the proposed resolution. Dear shareholders, allow me to summarize. The 2023 financial year was a successful year of transition. We were able to achieve our goals both operationally and financially. Net debt was reduced significantly.

The remaining financial assistance from the WSF has been repaid, and the KfW credit line has been significantly reduced. The gearing ratio is already below the 2019 level. The strengthened position enabled us to grow and further develop the group. For the current financial year, we therefore expect sales growth of at least 10% and an increase of adjusted EBIT by at least 25%, then a further 7%-10% on average in the medium term. We are convinced that this will be reflected positively in the development of our share price over time. At this annual general meeting, you can decide whether this should be done with a simplified structure with a full listing in Frankfurt. I would like to thank you for attending today's annual general meeting and ask you for your support for the items on the agenda and our way forward.

Dieter Zetsche
Chairman of the Supervisory Board, TUI AG

Thank you very much for your attention. Thank you very much, Mr. Ebel and Mr. Kiep, for your explanations. At this point, the broadcast of this annual general meeting available to the public via the company's website will end. I would like to thank all viewers for their interest.

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