Hanover, 28 October 2014
-TUI AG shareholders approve all proposals for resolutions by a vote of at least 99 per cent
-Approval of capital increase, Supervisory Board to be enlarged to 20 members
-TUI Travel minority shareholders in London also vote in favour of the merger
-Supervisory Board Chairman Prof. Dr Klaus Mangold: “A crucial step for TUI’s future has jointly been initiated.”
-CEO Fritz Joussen: “An important day for the Group, our customers and our 74,000 employees”
The merger between TUI AG and TUI Travel PLC to form the world’s number one integrated tourism group has been approved: At today’s Extraordinary General Meeting held in Hanover, the shareholders approved the resolutions proposed by the Executive Board and Supervisory Board by large majorities. The required majority of at least three quarters of the capital stock represented at the EGM was considerably exceeded for all agenda items. The direct capital increase necessary for the merger was passed with a majority of 99.85 per cent of the votes. By a majority of 99.58 per cent, the TUI AG shareholders also approved the increase in the number of Supervisory Board members from currently 16 to 20 following the completion of the merger.
At the same time, the shareholders of TUI Travel PLC met at Shareholder Meetings held in London in the afternoon. By a majority of 79.87 per cent, the minority shareholders voted in favour of the Scheme of Arrangement, which sets out that TUI Travel shareholders will receive 0.399 new TUI AG shares in exchange for each TUI Travel share held by them, and which governs all key issues related to the merger. Both companies can now proceed with their plans, subject to the satisfaction of the remaining conditions to the merger. The “new” TUI AG will be headquartered in Germany. It employs around 74,000 people in 130 countries and develops holiday experiences for more than 35 million customers of the TUI Group companies.
Prof. Dr Klaus Mangold, Chairman of the Supervisory Board of TUI AG: “The positive vote and the strong approval have shown that the shareholders of both groups are convinced of the benefits and the rationale of the merger. The shareholders of TUI AG and the shareholders of TUI Travel have set the course for the future with the resolutions they have passed today. It is now important to ensure that the plans of the Executive Board will be put into practice. The Supervisory Board will closely support the Executive Board in doing so. Working together, we are aiming to ensure that the expected synergies will be delivered so that a new era will be ushered in for the TUI Group. TUI is ideally placed to assume the leading position in the international tourism business.”
Fritz Joussen, CEO of TUI AG, thanked the shareholders for their support and their vote of confidence in the management’s plans: “TUI is a great brand, and the TUI share is a share with a future. Today is an important day for TUI, for our customers and our employees worldwide. The combination of our tour operation and distribution businesses and our exclusive hotel and cruise portfolios will create a unique market position for us. We are planning to enthuse travellers, win new customers and achieve growth in our business segments with innovative travel products and services. The new TUI will be a highly attractive employer offering many career opportunities for its 74,000 people – both in Europe and worldwide. We are well prepared for the integration in terms of our corporate culture. It is because TUI AG and TUI Travel have always been members of the same family.”
Against the background of the merger, the EGM of TUI AG in Hanover also approved the planned enlargement of the Supervisory Board from 16 to 20 members. The Supervisory Board of TUI AG currently comprises eight members representing the shareholders and eight employee representatives. Upon completion of the merger, the TUI AG Supervisory Board will comprise ten shareholder and ten employee representatives. Both the existing and the new Supervisory Board is chaired by Professor Dr. Klaus Mangold, who will additionally chair the Integration Committee, which will advise the Executive Board in implementing the merger.
Regarding the elections of Supervisory Board members, new members had to be elected for the enlarged Supervisory Board. In addition, new members had to be elected to replace members, as three Supervisory Board members, Ms Angelika Gifford, Mr Vladimir Lukin and Mr Anass Houir Alami had resigned from the Supervisory Board before the expiry of their terms of office. Accordingly, the General Meeting elected a total of five new Supervisory Board members:
Sir Michael Hodgkinson
Mr Timothy Martin Powell
Ms Valerie Frances Gooding
Ms Caroline Lucille McConville
Ms Janis Carol Kong
Today’s Extraordinary General Meeting of TUI AG held at TUI Arena in Hanover was attended by around 1,200 shareholders, shareholder representatives and guests. Attendance corresponded to 61.66 per cent of the capital stock.
